What Was Form 10-KSB and What Replaced It?
Explore the SEC's shift from the obsolete Form 10-KSB to today's integrated reporting, maintaining simplified disclosure for smaller public companies.
Form 10-KSB was an annual report filed with the U.S. Securities and Exchange Commission (SEC). This document provided a summary of a company’s financial performance for its fiscal year. It was one of several periodic reports that publicly traded companies were required to submit to ensure transparent financial information for the public and regulators.
Historical Purpose and Filing Criteria
The purpose of Form 10-KSB was to offer a simplified reporting option for smaller public companies, reducing their regulatory costs. It provided scaled-down disclosure requirements compared to the standard Form 10-K used by larger companies. The framework was built around Regulation S-B, which contained the less extensive disclosure rules for these entities.
To use Form 10-KSB, a company had to qualify as a “small business issuer.” This designation was available to U.S. or Canadian companies that had both annual revenues of less than $25 million and a public float of less than $25 million. The public float is the market value of a company’s common equity shares held by non-affiliated investors.
Discontinuation and Current SEC Reporting
The SEC eliminated Form 10-KSB and the “small business issuer” category as part of a rule change that became fully effective on March 15, 2009. The goal was not to eliminate relief for these businesses but to integrate it more seamlessly into the main reporting system. In place of the old system, the SEC created the “smaller reporting company” (SRC) category.
The simplified disclosure requirements previously found in Regulation S-B were moved into Regulation S-K, making them available to a broader group of companies. Today, companies that qualify as SRCs file the same Form 10-K as larger companies but are permitted to follow the less extensive disclosure requirements for certain items, such as executive compensation and description of business. This “a la carte” approach allows an SRC to choose on an item-by-item basis whether to provide the scaled disclosure or the more detailed disclosure required of larger filers.
To qualify as an SRC, a company must have a public float of less than $250 million. Alternatively, a company can qualify if it has annual revenues of less than $100 million and a public float of less than $700 million.