7.2 Periodic Reporting Requirements and SRC Status
After a registration statement is declared effective, a company is required to file quarterly reports on
Form 10-Q and annual reports on Form 10-K. The first Form 10-Q, for the quarter after the most recent
period included in the registration statement, is due the later of 45 days after the effective date or the
date the Form 10-Q would otherwise be due if the company had been a public filer. For example, if a
registrant with a December 31 year-end has a Form S-1 that is declared effective on July 15 and for
which March 31 interim information is included in the registration statement, the registrant’s first Form
10-Q would be for the second quarter ending on June 30 and would be due on August 29, 45 days after
July 15. The third-quarter Form 10-Q would be due 45 days after September 30, the end of the third
quarter.
A registrant’s first annual report on Form 10-K would generally be due 90 days
after its fiscal year-end. If the effective date of the initial registration
statement was within 45 days after the fiscal year-end but the registration
statement did not include the audited statements for the recently completed year,
the registrant would still need to file its annual report on Form 10-K within the
normal deadline (i.e., the post-IPO accommodation for Form 10-Q discussed above is
generally not available for Form 10-K). However, if the registrant is subject to the
Exchange Act reporting requirements only by virtue of Section 15(d), a Special
Report on Form 10-K containing audited statements for that year may be filed within
90 days of effectiveness and a complete annual report on Form 10-K would not be
required until the following fiscal year. See paragraph 1330.5 of the FRM for further
details.
The filing deadlines that apply to quarterly and annual reports after the first
Form 10-K are summarized in the table below. These due dates vary depending on
whether the company’s filing status1 is large accelerated, accelerated, or nonaccelerated. A company’s filing
status is determined, in part, on the basis of its public float, which is the AWMV
of the company’s voting and nonvoting common equity held by nonaffiliates. To be
considered a large accelerated or accelerated filer, the registrant must have filed
at least one annual report and must have been subject to the requirements of
Sections 13(a) and 15(d) of the 1934 Act for at least 12 months. Accordingly, the
registrant generally cannot be considered a large accelerated or accelerated filer
for its first Form 10-K filing as a public company. However, companies that become
public through a reverse merger with a public company may be required to take on the
filing status of the legal acquirer and should consider carefully evaluating their
filing status with their SEC counsel.
|
Filer
| Public
Float2 and Revenue |
SEC Form 10-K
|
SEC Form 10-Q
|
|---|---|---|---|
|
Large accelerated filer
| Public float ≥ $700 million and any amount of revenue |
60 days after end of fiscal year
|
40 days after end of fiscal quarter
|
|
Accelerated filer
|
Public float ≥ $75 million but < $ 700
million and revenue ≥ $100 million
|
75 days after end of fiscal year
|
40 days after end of fiscal quarter
|
|
Nonaccelerated filer
|
Public float < $75 million and any amount
of revenue or revenue < $100
million and public float < $700 million
|
90 days after end of fiscal year
|
45 days after end of fiscal quarter
|
A nonaccelerated filer will qualify as an SRC and, in some instances, so will an
accelerated filer. See Section 1.5 and
Appendix B for more information about SRCs
and related accommodations that apply to such entities.
Footnotes
1
As defined in Section 240.12b-2 of Title 17, Code of
Federal Regulations. See Section 1340 of the FRM for a summary
of the accelerated filer rule.
2
Paragraph 1340.2
of the FRM defines public float as “[t]he aggregate
worldwide market value of its voting and non-voting
common equity held by non-affiliates.” Therefore,
debt-only registrants are nonaccelerated filers.