What is an Annual Report on Form 10-K? Securities Lawyer 101

Form 10-K attorneys generally draft the narrative portion of the annual report for publicly traded companies.  The Form 10-K report is the most comprehensive of the year.  This is because Form 10-K contains the issuer’s audited financial statements.  The annual report on Form 10-K details information about the issuer and its operations.  The Form 10-K includes most of the information that would also be provided in a Form S-1 registration statement for a securities offering filed under the Securities Act of 1933, as amended (the “Securities Act”).

Form 10-K requires, item by item, disclosures by referring to specific item numbers of Regulation S-K and Regulation S-X.  Sarbanes-Oxley Act requires that Chief Executive Officers and Chief Financial certify as to the accuracy of certain Form 10-K disclosures.  In 2008, the Securities and Exchange Commission (the “SEC”) exempted Smaller Reporting Companies from complying with various regulations that the SEC determines would be unduly burdensome or costly for these issuers.  Despite, the SEC’s attempt to reduce the burden of SEC reporting for small companies, many issues find compliance costly and time consuming.  Form 10-K can be found on the SEC’s website here .

For smaller reporting companies, the Form 10-K requires the following:

Part I – Information

♦ Item 1 – Business (Regulation S-K Item 101)

♦ Item 1A – Risk Factors (Regulation S-K Item 503(c))

♦ Item 1B – Unresolved Staff Comments

♦ Item 2 – Properties (Regulation S-K Item 102)

♦ Item 3 – Legal Proceedings (Regulation S-K Item 103)

♦ Item 4 – Mine Safety Disclosures (Regulation S-K Item 104)

Part II – Information

♦ Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (Regulation S-K Items 201, 701 and 703)

♦ Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) (Regulation S-K Item 303)

♦ Item 7A – Quantitative and Qualitative Disclosures about Market Risk (Regulation S-K Item 305)

♦ Item 8 – Financial Statements (auditors report, balance sheets as of the end of the most recent fiscal year and the previous fiscal year; income statements for the most recent fiscal year and the previous two fiscal years; statements of cash flows for the most recent fiscal year and the previous two fiscal years; statements of stockholders’ equity for the most recent fiscal year and the previous two fiscal years; and notes to the audited financial statements Regulation S-K, Item 302)

♦ Item 9 – Changes in and Disagreements With Accountants on Accounting and Financial Disclosure (Regulation S-K Item 304(b))

♦ Item 9A(T) – Controls and Procedures (Regulation S-K Items 307 and 308)

♦ Item 9B – Other Information

♦ Item 10 – Directors and Executive Officers and Corporate Governance of the Registrant (Regulation S-K Items 401, 405, 406, 407(c)(3), 407(d)(4) and 407(d)(5))

♦ Item 11 – Executive Compensation (Regulation S-K Items 402 and 407(e)(4) and 407(e)(5))

♦ Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (Regulation S-K Items 201(d) and 403)

♦ Item 13 – Certain Relationships and Related Transactions, and Director Independence (Regulation S-K Items 404 and 407(a))

♦ Item 14 – Principal Accountant Fees and Services (Item 9(e) of Schedule 14A)

♦ Item 15 – Exhibits, Financial Statement Schedules (Regulation S-K Item 601)

For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit  www.securitieslawyer101.com.  This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship.  Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com