Company A: 10-K Pre-filing Check

A US-listed consumer leisure company. Identity masked; the work is shown in full.

Summary

Filer
a US-listed consumer leisure company
Document reviewed
Form 10-K for fiscal 2025, about 100 pages, read with the prior-year 10-K
Observations
11 compliance and disclosure gaps, 10 SEC-style questions, 10 drafting slips
Elapsed review time
35 minutes from start to finished report
Standards applied
US GAAP (FASB ASC), Regulation S-X, Regulation S-K, Form 10-K items, SOX 302/906 and Exchange Act rules

Observations by category and severity

Observations by category and severity
CategoryCriticalHighMediumLowTotal
Compliance gap Compliance or disclosure gap––3811
Question SEC-style question––3710
Drafting Drafting slip–––1010
Total––62531

Findings register

31 observations

RefObservationCategorySeverityAreaStatus
1.01Impairment note gives no quantitative Level 3 inputs for the venue asset write-downsCompliance gapMediumFinancial statements, US GAAP and Regulation S-XInterpretation
5.01A named executive officer's retirement notice of [date] was reported on Form 8-K only in [date], yet the cover page says all reports were filedCompliance gapMediumAuditor's report, ICFR and the SEC filings recordEstablished
6.01The Exhibit 32 certification filed with the fiscal 2025 Form 10-K certifies the Form 10-K 'for the year ended [date]'Compliance gapMediumCover page, exhibits, XBRL and other disclosuresEstablished
1.02Earnings per share reconciliation shows one numerator: no convertible-note interest add-back behind fiscal 2023 diluted earnings per share, and no earnings allocated to each share classCompliance gapLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.03Goodwill note gives no amount by reportable segment and no gross amount or accumulated impairment lossesCompliance gapLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.04No valuation method or assumptions are given for the [n] stock options granted in fiscal 2023, a year whose income statement is presentedCompliance gapLowFinancial statements, US GAAP and Regulation S-XEstablished
2.01The proxy says every director and executive officer filed Section 16 reports on time in fiscal 2025, but four Forms 4 were filed lateCompliance gapLowGovernance, controls and certificationsInterpretation
2.02Equity compensation plan table counts only stock options; outstanding performance and restricted stock units are left out of column (a)Compliance gapLowGovernance, controls and certificationsEstablished
4.01The repurchase table footnote gives no announcement date for the share repurchase authorizations, including the one added in [date]Compliance gapLowRegulation S-K narrative: business, risk factors and MD&AEstablished
4.02Adjusted EBITDA adds back venue exit costs described as non-recurring although a similar charge arose in each of the last two yearsCompliance gapLowRegulation S-K narrative: business, risk factors and MD&AEstablished
4.03Item 7A gives market risk information only at the latest year end: no preceding-year comparison and no reason for the move into variable-rate debtCompliance gapLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
1.05Other accrued liabilities of [amount] (35.4% of current liabilities) are referred to Note 1, which contains no analysis of the captionQuestionMediumFinancial statements, US GAAP and Regulation S-XInterpretation
4.04The MD&A names the cost increases that turned venue revenue growth into a lower Adjusted EBITDA but gives no amounts for themQuestionMediumRegulation S-K narrative: business, risk factors and MD&AInterpretation
4.05The critical accounting estimate for venue asset impairment names its key assumption but gives no quantitative sensitivityQuestionMediumRegulation S-K narrative: business, risk factors and MD&AInterpretation
1.06Restricted stock table: the fiscal 2025 closing weighted-average fair value does not follow from the roll-forwardQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.07Treasury stock: fiscal 2025 cash paid is [amount] less than the net movement in the statement of equityQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.08In the first year of the new rate reconciliation, 'Other adjustments' exceeds the 5% itemisation threshold in fiscal 2025 and in the recast fiscal 2024 columnQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.09Federal tax credit carryforwards rose to [amount], but the note gives no expiry dates for themQuestionLowFinancial statements, US GAAP and Regulation S-XFor confirmation
1.10Prior-year Other operating expenses were re-presented to show (gain) loss on disposition separately, with no reclassification statementQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.11Convertible note repurchase: the cash flow line exceeds the consideration in Note 5 by [amount]QuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
3.01No related party note, although the company manages two equity-method joint-venture lodging properties, guarantees their mortgage loans and transacts with director-related entities; the guarantee disclosures also omit the Joint venture 2 maximum, the terms and any carrying amountQuestionLowRelated partiesInterpretation
7.01Part I slips: a risk-factor cross-reference to a heading that does not exist, a leased lodging property called wholly-owned, and four word errorsDraftingLowRegulation S-K narrative: business, risk factors and MD&AEstablished
7.02Five wording slips in Notes 1, 2, 5 and 7DraftingLowFinancial statements, US GAAP and Regulation S-XEstablished
7.03Joint venture note gives The Joint venture 1 lodging property [n] rooms; Item 1, the MD&A rooms table and last year's note give [n]DraftingLowFinancial statements, US GAAP and Regulation S-XEstablished
7.04The cybersecurity statement reads that threats 'are reasonably likely to affect the company'DraftingLowRegulation S-K narrative: business, risk factors and MD&AEstablished
7.05MD&A wording slips: [unit revenue metric] defined as total revenue per room, and fiscal 2024 impairment counted as three operating venues in one place and four elsewhereDraftingLowRegulation S-K narrative: business, risk factors and MD&AEstablished
7.06Wrong note cross-reference for income taxes, and superseded 'lower of cost or market' wording in the inventory policyDraftingLowFinancial statements, US GAAP and Regulation S-XEstablished
7.07Taxes-paid jurisdiction table shows three amounts that its own 5 percent threshold would excludeDraftingLowFinancial statements, US GAAP and Regulation S-XEstablished
7.08Item 9A paraphrases the disclosure controls definition only in part and cites the wrong paragraph of Rule 13a-15 for the quarterly change evaluationDraftingLowGovernance, controls and certificationsEstablished
7.09Exhibit index: four citation slips (wrong source exhibit numbers, a missing month, and an incomplete interactive data description)DraftingLowCover page, exhibits, XBRL and other disclosuresEstablished
7.10Fiscal 2024 dividend-per-share labels are transposed between Common Stock and Class B Common StockDraftingLowFinancial statements, US GAAP and Regulation S-XEstablished

How to read the masking. the Company stands for the filer; [amount] and [n] replace exact dollar amounts, share counts and other figures; [date] replaces dates (fiscal-year labels are kept); [name], [brand], [state], [city] and similar stand-ins replace people, products, places and other identifiers. Grey boxes on screenshots are the same masking applied to the page image. Ratios we computed are shown as computed.

Prepared by Pramanex from the company’s public SEC filings, without the company’s involvement, to show how a 10-K Pre-filing Check reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other attestation or assurance engagement, and not legal advice. An SEC-style question is a question, not a conclusion.

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