As of Monday November 5, 2018, filers will be able to adopt amendments that the SEC approved in August to change certain disclosure requirements that have become duplicative, overlapping, or outdated considering other SEC disclosure requirements, GAAP, or changes in the information environment.
Highlights of the rule include:
- Eliminate requirement to list SEC Public Reference Room in filings.
- Require Filers to include corporate website address in filings (previously optional).
- Extensive financial related changes that fall into two categories:
- Deleted financial disclosures that are outdated or duplicated. These changes are effective 11/5/2018.
- Revised Financial disclosure referred to the Financial Accounting Standards Board for implementation in April 2020.
The SEC confirms companies can adopt any of the immediately effective disclosure in their filings on or after November 5, 2018, including 10-Qs filed this month.
For additional details, please see our expert synopsis below. Please reach out to your Toppan Vintage account team for more information regarding financial changes associated with this rule update.
Synopsis: In 2016, the SEC issued the S-K Concept Release a broad overview, designed to modernize and simplify disclosure overall. This rule implements two key areas of that release:
- Streamline redundant or duplicate information, particularly financial, which is disclosed repeatedly within a filing or inconsistently between regulations and US GAAP and
- Remove/update outdated disclosures.
For example, filers are currently required to include verbiage about the SEC’s public reference room. The public reference room is rarely used anymore since filings are available electronically. Since this disclosure is outdated, it will no longer be required in filings. Categories of general changes:
- Redundant or Duplicative Disclosure Requirements with US GAAP
- Overlapping Requirements
- US GAAP
- Other Disclosure
- Both US GAAP and Other Disclosure requirements
- Foreign Currency Restrictions
- Dividends and Related Items (restrictions)
- Geographic areas
- FASB referrals
- Discount on Shares
- Income Tax Disclosures
- Major Customers
- Legal Proceedings
- Outdated due to passage of time
- Outdated due to changes in regulatory, business, or technological environment
- Market Price Disclosure
- Superseded Requirements
- By US GAAP
- Gains or Loss on Sale of Properties by REITs
- Development Stage Companies
- Insurance Companies
- Extraordinary Items
- Other SEC requirements
- Auditing Standards
- Non-Existent or Incorrect References and Typographical Errors
- By US GAAP
The financial related revisions in this rule are extensive and detailed. Related XBRL disclosures will also be affected. Many require Financial Accounting Standards Board (FASB) to make associated changes.
Corporate Issuers, Foreign Private Issuers (FPI), ABS (Asset Backed Securities Issuers), Mutual Funds/Investment Companies, Regulation A and Broker Dealers.
No EDGAR programming changes are required.
- Many accounting related changes will require FASB to propose and adopt matching standards revisions/changes. The SEC hopes this is complete in 18 months, by April 2020.
- Disclosure changes that are immediately effective can be used at the Issuer’s discretion in filings submitted on November 5, 2018, including 10-Q filings.
- EDGAR Exhibit table deleted from Regulation S-K 601, including:
- Item 601(b)(11)-Statement of Computation of Per Share Earnings
- Item 601(b)(12)-Statement of Computation of Ratios
- Item 601(b)(19)-Report furnished to Security holders
- Item 601(b)(22)-Published report regarding matters submitted security holders’ vote
- Item 601(b)(26)-Invitation for Competitive Bids
Affected Form Types:
- 1934 Act Reports on Forms:
- Corporate Issuers: 10, 10-K, 11-K,
- FPIs- 20-F, 40-F
- ABS: 10-D
- 1933 Act Registration Statements on Forms:
- Domestic Issuers: Form S-1, S-3, S-11, S-4, S-11,
- Foreign Private Issuers F-1, F-3, F-4, F-6, F-7, F-8, F-10, F-80,
- ABS- SF-1 and SF-3
- Mutual Funds/Investment Companies: N-1A, N-2, N-3, N-4, N-6, N-5, N-8B-2
- Regulation A: 1-A, 1-K, 1-SA
Rules and Regulations affected (full list in appendix):
- S-K: Items 10, 101, 201, 302-3, 406, 503-4, 508, 512, 601,
- S-X: Rules 1-02, 2-01, 2-02, 3-01-3-05, 3-12, 3-14, 3-15, 3-17, 3-20, 3A-01-04, 4-01, 4-07, 4-08, 4-10, 5-01-04, 6-03, 6-04, 6-07, 6-09, 6A-04-05, 7-03-05, 8-01-06, 9-03-06, 10-01, 11-02-03, 12-16-18, 12-21-24, 12-27-29, 14a-101, 15c3-1g, 15d-2, 15d-10, 17a-5, 17g-3, 17h-IT
- Regulation M-A: Item 1010