For most companies, the end of June means the end of the second fiscal quarter, which means right now you are hard at work finalizing the company’s interim financial statements and preparing its Form 10-Q for an August filing deadline. The end of the second quarter also means that it is time to check the company’s filing status for Exchange Act reports for fiscal 2018.
Know Your Filing Status
While the determination of whether a company will qualify as an “accelerated filer” or “large accelerated filer” for 2018 will not take effect until the date your Form 10-K is filed for fiscal 2017 (or, if earlier, your 10-K due date), the determination of your public float is calculated as of the last business day of the most recently completed second fiscal quarter, or June 30 for companies with a calendar fiscal year. Below are reminders for the different types of filers.
- An accelerated filer that is a calendar fiscal year issuer will not lose accelerated filer status unless its public float – or aggregate worldwide market value of voting and non-voting common equity held by non-affiliates – is below $50 million as of June 30 (in contrast to the $75 million public float threshold required to first attain accelerated filer status).
- An accelerated filer who has first attained a $700 million public float as of June 30 will graduate up to large accelerated filer status in 2018.
Large Accelerated Filers
- A large accelerated filer will retain that status unless its public float falls below $500 million as of June 30 (in contrast to the $700 million public float threshold required to first attain large accelerated filer status).
- Large accelerated filers should keep in mind that well-known seasoned issuer (WKSI) status generally does depend on maintaining a public float of at least $700 million (unless it has issued in the last three years at least $1 billion of non-convertible securities, other than common equity, in primary offerings for cash, not exchange, registered under the Securities Act of 1933).
- The determination date for WKSI status is made in the 60-day window prior to the later of (1) the filing of the applicable registration statement, or (2) the Form 10-K filing date (or due date, if earlier) if used for purposes of complying with Section 10(a)(3) of the Securities Act.
Emerging Growth Companies
- Companies that are emerging growth companies (EGCs) should also use this public float calculation period to revisit whether they may roll off of EGC status for fiscal 2018.
- While limited reporting obligations enjoyed by EGCs typically last until the last day of the fiscal year following the fifth anniversary of the first sale of the issuer’s common equity securities in an offering registered under the Securities Act, the attainment of large accelerated filer status will terminate EGC status for the following fiscal year.
Filing Deadlines for Form 10-K and Form 10-Q
|Category of Filer
|Deadlines For Filing Periodic Reports
|Form 10-K Deadline
||Form 10-Q Deadline|
|Large Accelerated Filer
($700MM or more)
|60 days||40 days|
($75MM or more and less than $700 MM)
|75 days||40 days|
(Less than $75MM)
|90 days||45 days|