Public companies with securities registered under the Securities Exchange Act of 1934 must file reports with the U.S. Securities Exchange Commission (SEC). The purpose of filing the reports is to keep shareholders informed on the company’s financial and business changes. Failing to file a report on time can result in penalties. If you or someone you know has missed their filing deadline, contact an experienced SEC defense attorney to discuss your legal options. You can reach us to schedule a confidential consultation by calling us at 682-777-3336 or through our online form.
Reporting Requirements
Annual Reports
10-K forms are comprehensive reports that must be filed annually by any publicly traded company. The purpose of a 10-K is to provide investors with the information necessary to make informed decisions. The five categories of the Form 10-K are as follows:
• All publicly traded companies are required to file a Form 10-K on an annual basis. The business’s primary operations are to be explained, such as its services and products.
• The risks that the company may face should be listed in order of importance.
• The business’s financial data over the last five years and its outlook on the company’s recent performance.
• The company’s explanation of its business results and its future.
• Financial outline including a certification of the company’s independent auditor, certifying its review of its financials.
The financial statements include income statements and the company’s balance sheet. The purpose of the financial statements is to show how much money the company makes, its debt levels, and any other financial data that an investor may use to make an investing decision. The annual report gives investors the benefit of looking at the operational and financial abilities of the company they are considering investing in so that they can make informed decisions.
Deadline For Filing A 10-K Form
There are three classifications for 10-K form filings, depending on the company’s outstanding stock that is held or available to the public. This is known as public float. Shares held by officers, owners, or the government do not count as public float. The classifications are as follows:
- Large accelerated filers: Any company with at least $700 million in public float will be classified as large accelerated filers. If the company is classified as a large accelerated filer, it will be required to file its 10-K forms within 60 days of the close of the company’s final fiscal quarter.
- Accelerated filers: Any company with between $75 million and $700 million in public float will be classified as accelerated filers. Accelerated filers are required to file their 10-K forms within 75 days of the close of the company’s final quarter.
- Non-accelerated filers: Companies with less than $75 million of public float are classified as non-accelerated filers. Non-accelerated filers are required to file 10-K forms within 90 days of the close of the company’s final fiscal quarter.
Quarterly Reports
Form 10-Q is a report that must be submitted quarterly to the SEC by all public companies. Form 10-Q is a brief version of Form 10-K. The Form 10-Q needs to be filed within 45 days after the end of the company’s first three fiscal quarters. The exact timeframe depends on the size of the company’s public float. During the fourth quarter, the company will file Form 10-K rather than Form 10-Q.
Deadline For Filing the 10-Q form
There are three classifications for 10-Q filings, which are also dependent on the public float.
- Large accelerated filers: If the company is classified as a large accelerated filer, it will be required to file its 10-Q form within 40 days of the close of the company’s quarter.
- Accelerated filers: Accelerated filers are required to file their 10-Q forms within 40 days of the close of the company’s first three quarters.
- Non-accelerated filers: Non-accelerated filers must file 10-Q forms within 45 days of the close of the company’s first three quarters.
Current Reports
An 8-K form reports unscheduled material events and corporate changes that could affect shareholders or the SEC. The events that the 8-K form will be used to report include the following:
- Acquisitions
- Bankruptcy
- Resignation of directors or someone in the C-suite
Typically, an 8-K form must be filed within four business days of the event that triggers the need for the 8-K form.
Exceptions To The 8-K Form
There are several exceptions to the four business day filing, which are as follows:
- Voluntary disclosure;
- Filing of earnings press releases needs to be done before any associated conference call;
- The announcement of new officers can be delayed until another public announcement of the appointment is made.
If the company triggering event falls into one of the exceptions to the 8-K filing deadline rule, it will not create a violation of the filing deadline for failing to file it within four business days.
Consequences For Filing Late
Failing to meet the filing deadlines may result in the loss of SEC registration, removal from the stock exchanges, and potentially more legal consequences.
Form 10-K
If a company misses the 10-K filing deadline, the company can submit an N.T. 10-K to request a grace period of 15 days. If the company gives a reasonable explanation as to why the deadline was missed, the SEC will grant the company the grace period.
Form 10-Q
If a company misses the 10-Q filing deadline, the company can submit what is known as an N.T. 10-Q to request an extension. If the company filing the N.T. 10-Q can give a reasonable explanation of why the deadline was missed, the SEC may give the company an additional five days to file the 10-Q form.
Form 8-K
If the company fails to comply with the 8-K form requirements, it can lose its right to use S-2 and S-3 forms. The S-3 form is needed to conduct public market offerings, shelf registrations, and for certain registered securities.
Contact An Experienced White-Collar Attorney Today
If you are being accused of missing one of your filing deadlines, a federal attorney is ready to review your case and discuss your legal options. Contact Cofer Luster criminal defense lawyers today by calling us at 682-777-3336 or by filling out our online form.
