A Form 10-K is an annual report required by the U.S. Securities and Exchange Commission (SEC), that gives a comprehensive summary of a company's financial performance. Although similarly named, the annual report on Form 10-K is distinct from the often glossy "annual report to shareholders," which a company must send to its shareholders when it holds an annual meeting to elect directors (though some companies combine the annual report and the 10-K into one document). The 10-K includes information such as company history, organizational structure, executive compensation, equity, subsidiaries, and audited financial statements, among other information.
Companies with more than $10 million in assets and a class of equity securities that is held by more than 2000 owners must file annual and other periodic reports, regardless of whether the securities are publicly or privately traded. Up until March 16, 2009, smaller companies could use Form 10-KSB. If a shareholder requests a company's Form 10-K, the company must provide a copy. In addition, most large companies must disclose on Form 10-K whether the company makes its periodic and current reports available, free of charge, on its website. Form 10-K, as well as other SEC filings may be searched at the EDGAR database on the SEC's website.
In addition to the 10-K, which is filed annually, a company is also required to file quarterly reports on Form 10-Q. Information for the final quarter of a firm's fiscal year is included in the annual 10-K, so only three 10-Q filings are made each year. In the period between these filings, and in case of a significant event, such as a CEO departing or bankruptcy, a Form 8-K must be filed in order to provide up to date information.
The name of the Form 10-K comes from the Code of Federal Regulations (CFR) designation of the form pursuant to sections 13 and 15(d) of the Securities Exchange Act of 1934 as amended.
Unlike the 10-K filed annually, other forms serve related purposes, but have different schedules. Form 10-Q, much briefer, is filed after each of the three quarters that do not have a 10-K filing. Form 8-K covers special material events that occur between 10-K and 10-Q filings.
A substantial number of firms filed their 10-K as a Form 10-K405 during the late 1990s and early 2000s (decade). A 10-K405 is a 10-K where the Regulation S-K Item 405 box on the cover page is checked. Due to confusion in its application, the 10-K405 was eliminated in 2002.
Historically, Form 10-K had to be filed with the SEC within 90 days after the end of the company's fiscal year. However, in 2004, the SEC approved a Final Rule that changed the deadlines to 60 days for Form 10-K for "accelerated filers"; meaning issuers that have a public float of at least $75 million, that have been subject to the Exchange Act's reporting requirements for at least 12 calendar months, that previously have filed at least one annual report, and that are not eligible to file their quarterly and annual reports on Forms 10-QSB and 10-KSB. These shortened deadlines were to be phased in over a three-year period, however, in 2004 the SEC postponed the three-year phase-in by one year. In December 2005, the SEC created a third category of "large accelerated filers," accelerated filers with a public float of over $700 million. As of December 27, 2005, the deadline for filing for large accelerated filers was still 75 days, however, beginning with the fiscal year ending on or after December 15, 2006, the deadline was changed to 60 days. For other accelerated filers the deadline remains at 75 days and for non-accelerated filers the deadline remains at 90 days. For further reading, see the Final Rules section of the SEC's website, referencing Rule 33–8644.
Every annual report contains 4 parts and 15 schedules. They are:
This describes the business of the company: who and what the company does, what subsidiaries it owns, and what markets it operates in. It may also include recent events, competition, regulations, and labor issues. (Some industries are heavily regulated, have complex labor requirements, which have significant effects on the business.) Other topics in this section may include special operating costs, seasonal factors, or insurance matters.
Here, the company lays anything that could go wrong, likely external effects, possible future failures to meet obligations, and other risks disclosed to adequately warn investors and potential investors.
Requires the company to explain certain comments it has received from the SEC staff on previously filed reports that have not been resolved after an extended period of time. Check here to see whether the SEC has raised any questions about the company's statements that have not been resolved.
This section lays out the significant properties, physical assets, of the company. This only includes physical types of property, not intellectual or intangible property.
Here, the company discloses any significant pending lawsuit or other legal proceeding. References to these proceedings could also be disclosed in the Risks section or other parts of the report.
This section requires some companies to provide information about mine safety violations or other regulatory matters.
Gives highs and lows of stock, in a simple statement. Market for Registrant's Common Equity, related stockholder matters and issuer purchases of equity securities.
In this section Financial Data showing consolidated records for the legal entity as well as subsidiary companies.
Here, management discusses the operations of the company in detail by usually comparing the current period versus prior period. These comparisons provide a reader an overview of the operational issues of what causes such increases or decreases in the business.
Forward-looking statement is the disclaimer that projections as to future performance are not guaranteed, and things could go otherwise.
Here, also, is the going concern opinion. This is the opinion of the auditor as to the viability of the company. Look for "unqualified opinion" expressed by auditor. This means the auditor had no hesitations or reservations about the state of the company, and the opinion is without any qualifications (unconditional).
Requires a company, if there has been a change in its accountants, to discuss any disagreements it had with those accountants.
Includes information about the company’s disclosure controls and procedures and its internal control over financial reporting.
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Item 15. Exhibits, Financial Statement Schedules Signatures
Five percent ownership refers to companies or individuals who hold at least 5% of the total value of the stock of a public company. They usually are founders of the company or large mutual fund companies, and because of how much stock they own, they usually have access to the board of directors of the company and hold significant sway over the company.
Five percent owners must also file Schedule 13d with the SEC.
The Sarbanes–Oxley Act of 2002 is a United States federal law that mandates certain practices in financial record keeping and reporting for corporations.
Financial statements are formal records of the financial activities and position of a business, person, or other entity.
The Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, and the '33 Act, was enacted by the United States Congress on May 27, 1933, during the Great Depression and after the stock market crash of 1929. It is an integral part of United States securities regulation. It is legislated pursuant to the Interstate Commerce Clause of the Constitution.
The SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission (SEC). Public companies, certain insiders, and broker-dealers are required to make regular SEC filings. Investors and financial professionals rely on these filings for information about companies they are evaluating for investment purposes. Many, but not all SEC filings are available online through the SEC's EDGAR database.
An annual report is a comprehensive report on a company's activities throughout the preceding year. Annual reports are intended to give shareholders and other interested people information about the company's activities and financial performance. They may be considered as grey literature. Most jurisdictions require companies to prepare and disclose annual reports, and many require the annual report to be filed at the company's registry. Companies listed on a stock exchange are also required to report at more frequent intervals.
Securities regulation in the United States is the field of U.S. law that covers transactions and other dealings with securities. The term is usually understood to include both federal and state-level regulation by governmental regulatory agencies, but sometimes may also encompass listing requirements of exchanges like the New York Stock Exchange and rules of self-regulatory organizations like the Financial Industry Regulatory Authority (FINRA).
Form 10-Q, is a quarterly report mandated by the United States federal Securities and Exchange Commission, to be filed by publicly traded corporations.
An earnings call is a teleconference, or webcast, in which a public company discusses the financial results of a reporting period. The name comes from earnings per share (EPS), the bottom line number in the income statement divided by the number of shares outstanding. The US-based National Investor Relations Institute (NIRI) says that 92% of companies represented by their members conduct earnings calls and that virtually all of these are webcast. Transcripts of calls may be made available either by the company or a third party.
Form 8-K is a very broad form used to notify investors in United States public companies of specified events that may be important to shareholders or the United States Securities and Exchange Commission. This is one of the most common types of forms filed with the SEC. After a significant event like bankruptcy or departure of a CEO, a public company generally must file a Current Report on Form 8-K within four business days to provide an update to previously filed quarterly reports on Form 10-Q and/or Annual Reports on Form 10-K. Form 8-K is required to be filed by public companies with the SEC pursuant to the Securities Exchange Act of 1934, as amended.
Form 4 is a United States SEC filing that relates to insider trading. Every director, officer and owner of more than 10% of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 must file with the United States Securities and Exchange Commission a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The annual statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
Form 6K is an SEC filing submitted to the U.S. Securities and Exchange Commission used by certain foreign private issuers to provide information that is:
Form S-3 is the most simplified securities registration form used by the U.S. Securities and Exchange Commission. It may only be used by companies that have been required to report under the Securities Exchange Act of 1934 for a minimum of twelve months and have also timely filed all required reports under the Securities Exchange Act of 1934 during the twelve calendar months and any portion of a month immediately before the filing of the registration statement. Also, the offering and the issuer must meet other eligibility tests prescribed by the form.
Form 10-K405 is an SEC filing to the US Securities and Exchange Commission (SEC) that indicates that an officer or director of a public company failed to file a Form 4 on time, in violation of Section 16 - meaning that they did not disclose their insider trading activities within the required time period.
Form 144, required under Rule 144, is filed by a person who intends to sell either restricted securities or control securities (i.e., securities held by affiliates. Form 144 is notification to the SEC of this intention to sell and must take place at the time the sell order is placed with the broker-dealer. The securities may be sold within the 90-day period after Form 144 is filed.
Form 13F is a quarterly report filed, per United States Securities and Exchange Commission regulations, by "institutional investment managers" with control over $100M in assets to the SEC, listing all equity assets under management.
The uniform net capital rule is a rule created by the U.S. Securities and Exchange Commission ("SEC") in 1975 to regulate directly the ability of broker-dealers to meet their financial obligations to customers and other creditors. Broker-dealers are companies that trade securities for customers and for their own accounts.
Camelot Entertainment Group, Inc. ("CMGR"), is a public company based in Irvine, California with three subsidiaries: Camelot Films, Camelot Distribution Group, including DarKnight Pictures, and Camelot Studio Group. Camelot is in the process of rebuilding its production and distribution subsidiaries as it continues to work on its Studio Group developments. As of March 1, 2018, Camelot is working toward filing a new S-1 Registration Statement in order to regain its fully reporting status and resume trading. The company has not traded since July 23, 2013, when it was unable to complete its annual and quarterly filing requirements due to lack of funding. In the interim, the company has divested itself of most of the titles it was representing for distribution as part of an overall restructuring. In addition to divesting the film library acquired in 2010, the company has now worked through most of the prior legal issues that arose from the acquisition of the library and is now in a position to move forward with its S-1 Registration. Going forward, Camelot will focus on acquiring and producing content through its Camelot Films subsidiary, direct to consumer ("DTC") digital distribution domestically as it rebuilds its foreign sales operations through its Camelot Distribution Group subsidiary, and the launch of its long planned Camelot Studio Group facility.
Regulation S-K is a prescribed regulation under the US Securities Act of 1933 that lays out reporting requirements for various SEC filings used by public companies. Companies are also often called issuers, filers or registrants.
Regulation S-X is a prescribed regulation in the United States of America that lays out the specific form and content of financial reports, specifically the financial statements of public companies. It is cited as 17 C.F.R. Part 210; the name of the part is "Form and Content of and Requirements for Financial Statements, Securities Act of 1933, Securities Exchange Act of 1934, Public Utility Holding Company Act of 1935, Investment Company Act of 1940, Investment Advisers Act of 1940, and Energy Policy and Conservation Act of 1975".
The Model Audit Rule 205, Model Audit Rule, or MAR 205 are the commonly applied terms for the Annual Financial Reporting Model Regulation. Model Audit Rule is a financial reporting regulation applicable to insurance companies, and borrows significantly from the Sarbanes Oxley Act of 2002. The Model Audit Rule is co-developed by the American Institute of Certified Public Accountants (“AICPA”) and National Association of Insurance Commissioners (“NAIC”) and issued by NAIC with revisions in 2006 and has taken effect in 2010.