Filer as described above. A non-Accelerated Filer is a Reporting Company that, as a result of having a public float of less than $75 million, has not had to accelerate its periodic reporting deadlines. What category does an IPO issuer fall into? IPO issuers will be non-Accelerated Filers during the first year following their IPO, irrespective of
What is the difference between an accelerated and a non-accelerated Filer?
Similarly, a large accelerated filer will lose that status if its public float had fallen below $500 million on the same date, becoming an accelerated filer if its public float was $50 million or more, and a non-accelerated filer if its public float had fallen below $50 million.
What is the threshold for a non-accelerated Filer?
The amendments increase the transition thresholds for accelerated and large accelerated filers becoming non-accelerated filers from $50 million to $60 million, and for exiting large accelerated filer status from $500 million to $560 million.
Who qualifies as an accelerated Filer?
Under the amended rule, other than during a transition period, issuers with public float between $75 and $700 million and $100 million or more in annual revenue qualify as an accelerated filer.
What is a non-accelerated Filer under Sarbanes-Oxley Act?
A non-accelerated filer is not required to provide an auditor attestation of management's assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Sarbanes-Oxley Act Section 404 (b), and, in contrast to other reporting companies, has more time to file its periodic reports.
What is an accelerated filer?
Under the current rules, an accelerated filer can also be an SRC if it has a public float of $75 million or more, but less than $250 million, regardless of annual revenues; or a public float of more than $250 million, but less than $100 million in annual revenues.
How do you tell if a company is a non-accelerated filer?
[+]Public float of $75 million or more It will be a non-accelerated filer if it has less than $100 million in revenues. If its revenues are $100 million or more, it will be an accelerated filer.
What makes you a large accelerated filer?
Large Accelerated Filer – a public float of $700 million or more and is not an SRC under the SRC revenue test referenced below;[3] Accelerated Filer – a public float of $75 million or more, but less than $700 million and is not an SRC under the SRC revenue test referenced below;[4] or.
Can you be an SRC and an accelerated filer?
An issuer can continue to be both an accelerated filer and an SRC (see Table 1 below). [3] Qualifying as an SRC, however, is not the trigger that determines the ICFR auditor attestation requirement. Issuers meeting the definition of an SRC, however, qualify for certain scaled disclosure requirements.
What is the difference between an accelerated filer and large accelerated filer?
As discussed above, in order to be categorized as an accelerated filer, an issuer must have a public float of $75 million or more, but less than $700 million, as of the last business day of its most recently completed second fiscal quarter. A large accelerated filer must have a public float greater than $700 million.
How do companies determine which category of filer they fall under?
A company's status can be determined by using public float and annual revenue numbers to work from left to right across a row in Table 1. For example, a company with a public float of $215 million and $110 million in annual revenue would fall into the third row of Table 1, qualifying as an SRC and accelerated filer.
Can you be smaller reporting company and a non-accelerated filer?
Under the amendments, some, but not all, smaller reporting companies become non-accelerated filers.
Which threshold is not a requirement to meet the definition of a large accelerated filer as defined in Rule 12b 2 of the Exchange Act?
Rule 12b-2 defines a “large accelerated filer” in the same manner except that the issuer's public float must be $700 million or more.
Can you be an accelerated filer and a smaller reporting company?
A registrant may qualify as a smaller reporting company at the same time it may also qualify as an accelerated filer, large accelerated filer, or non-accelerated filer. This memorandum is a summary for general information and discussion only and may be considered an advertisement for certain purposes.
Do non accelerated filers do SOX 404?
Under SOX 404(c), companies that are neither large accelerated filers nor accelerated filers are exempt from the auditor attestation requirement for ICFR.
Are emerging growth companies non accelerated filers?
A company will be classified as an emerging growth company for its first five fiscal years, unless: its gross revenues exceed $1.07 billion, it has issued over $1 billion in non-convertible debt over three years, or it becomes a large accelerated filer.
What is the filing deadline for a Form 10-K for non accelerated filers?
10-K: Due Friday, July 29, 2022 for Fiscal Year Ended 04/30/22. 10-Q: Due Monday, August 15, 2022 for Quarterly Period Ended 06/30/22.
How many days does a large accelerated filer have to file 10k?
90 daysGeneral Filing DeadlinesLarge Accelerated FilersNon-Accelerated FilersForm 10-Q/10-QSB45 days after end of quarter endForm 10-K/10-KSB90 days after end of fiscal year endForm 11-KDue 180 days after the end of the retirement plan year.33 more rows
Who does Regulation SK apply to?
Applicability. In a company's history, Regulation S-K first applies with the Form S-1 that companies use to register their securities with the U.S. Securities and Exchange Commission (SEC) as the "registration statement under the Securities Act of 1933".
Which of the following items is not required to be presented in an exhibit prepared using XBRL?
Which of the following items in not required to be presented in an exhibit prepared using XBRL when a filer submits Form 10-K to the SEC? The MD&A is not required to be presented in an exhibit prepared using XBRL.
How much did an accelerated filer float before the final rule?
Before the final rule’s amendments, once an issuer became an accelerated filer or a large accelerated filer, it maintained that status until its public float fell below $50 million or $500 million, respectively.
Is a SRC a nonaccelerated filer?
Yes. Example 1. Under the amended definition, an issuer with a December 31, 2020, fiscal year-end that has $400 million of public float as of June 30, 2020, and $95 million in annual revenues for the fiscal year ended December 31, 2019, will qualify as an SRC and will also be a nonaccelerated filer for the fiscal year ending December 31, 2020.
Is a business development company an accelerated filer?
Business development companies 8 are excluded from the definitions of accelerated and large accelerated filer under an analogous revenue test in the final rule . Accordingly, while such companies are prohibited from being SRCs, they will be exempt from accelerated and large accelerated filer status if they have (1) a public float of less than $700 million and (2) investment income (which includes income from dividends, interest on securities, and other income) of less than $100 million. Business development companies with less than $75 million in public float will continue to be nonaccelerated filers regardless of their investment income.
Key Provisions
In June of 2018, the SEC amended the smaller reporting company (SRC) definition to include registrants with either:
Transition Thresholds for Accelerated and Large Accelerated Filers
The amendments revise the thresholds for issuers to transition between filer statuses. Currently, under Rule 12b-2, an accelerated filer transitions to a non-accelerated filer once its public float falls below $50 million.
Other Amendments
The amendments also exclude certain business development companies (BDCs) from the accelerated and large accelerated filer definitions—because BDCs aren’t eligible to be SRCs, using annual investment income as the measure of annual revenue.
We're Here to Help
For more information on how the amended accelerated and large accelerated filer definitions may affect your business, contact your Moss Adams professional.
What is an accelerated filer?
The accelerated filer definition trigger s the external auditor attestation requirement over internal control over financial reporting (ICFR) under Section 404 (b) of the Sarbanes Oxley Act.
Is there a revenue test for accelerated filers?
There was no revenue test. Under the amended rule, other than during a transition period, issuers with public float between $75 and $700 million and $100 million or more in annual revenue qualify as an accelerated filer.
Does the public float threshold change?
The public float threshold for large accelerated filers has not changed. For these filers, there is still no revenue requirement and an ICFR auditor attestation is still required. These requirements do not apply to emerging growth companies (EGCs) until they exit EGC status.
How much can an accelerated filer be?
Under the current rules, an accelerated filer can also be an SRC if it has a public float of $75 million or more, but less than $250 million, regardless of annual revenues; or a public float of more than $250 million, but less than $100 million in annual revenues.
When did the SEC approve the accelerated filer?
April 23, 2020. On March 12, the SEC voted (by a vote of three to one, with Commissioner Allison Lee dissenting) to approve amendments to the "accelerated filer" and "large accelerated filer" definitions to provide a narrow carve-out for companies that qualify as "smaller reporting companies" ...
How much money does an SRC have to be to avoid accelerated filing?
The new amendments primarily benefit those SRCs with public floats between $75 million and $250 million, which previously would have been accelerated filers regardless of how little revenue they had, but now will avoid accelerated filer status if they have less than $100 million in annual revenues.
Introduction
- On March 12, 2020, the U.S. Securities and Exchange Commission (“Commission”) voted to adopt amendments to the “accelerated filer” and “large accelerated filer” definitions in Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). The amendments more appropriately tail…
Who Is Affected by The Amendments?
- The amendments affect domestic and foreign issuers with classes of securities registered under the Exchange Act that file on domestic forms and present their financial statements pursuant to U.S. GAAP. The amendments include a specific provision applicable to business development companies (“BDCs”), because BDCs are not eligible to be smaller reporting companies, and to pr…
What Is The Result of The Amendments?
- As a result of the amendments, certain low-revenue issuers will not be required to have their management’s assessment of the effectiveness of internal control over financial report (“ICFR”) attested to, and reported on, by an independent auditor, as required by Section 404(b) of the Sarbanes-Oxley Act (“SOX”). However, those issuers will remain obligated, among other things, t…
What Changes Were Made by The Amendments?
- 1. Add a revenue / investment income condition to the accelerated and large accelerated filer de…
The amendments add a new condition to the accelerated and large accelerated filer definitions in Rule 12b-2 that: 1. Excludes from the accelerated and large accelerated filer definitions an issuer that is eligible to be a smaller reporting company and that had annual revenues of less than $10… - 2. Increase the public float transition thresholds for accelerated and large accelerated filers.
The amendments increase the transition thresholds for accelerated and large accelerated filers becoming non-accelerated filers from $50 million to $60 million, and for exiting large accelerated filer status from $500 million to $560 million. The table below summarizes how an issuer’s filer …
Other Resources
- The adopting release for these amendments can be found on the Commission’s website at https://www.sec.gov/rules/final/2020/34-88365.pdf. The Commission’s disclosure forms can be accessed on the agency’s website at https://www.sec.gov/forms.
Contacting The Sec
- The Commission’s Division of Corporation Finance is happy to assist small companies and others with questions regarding the amendments. You may contact the Division for this purpose at (202) 551-3400 or https://www.sec.gov/forms/corp_fin_interpretive. Questions on other Commission regulatory matters concerning small companies may be directed to the Division’s Office of Smal…