If you’re like most companies, the end of the calendar year also marks the end of your fiscal year. That means right about now you’re hard at work on your annual report. It also means that you may have a new filer status for the year and, as a result, your annual report may be due just a bit sooner (or later) than in years past.
Ideally, you’ve already confirmed your filer status and, if necessary, planned for the change. Even so, let’s have look at filer status, how you determine it and when you make the change.
Determining Your Filer Status
All Exchange Act reporting companies fall into three categories of filers: large accelerated filers, accelerated filers and all other filers (a category which is itself comprised of non-accelerated filers and smaller reporting companies). Among other things, your filer status establishes the deadline by which you have to file your annual and quarterly reports with the Securities and Exchange Commission.
Determining your filer status requires two things: your public float and your reporting history.
Your public float is your worldwide non-affiliate market capitalization and, for purposes of your filer status, is calculated as of the last business day of your most recently completed second fiscal quarter. Your reporting history refers to how long you’ve been an Exchange Act reporting company.
To be a large accelerated filer you need to have a public float of $700 million or more. To be an accelerated filer you need to have a public float of $75 million or more, but less than $700 million. Additionally, in either case you must have been subject to the reporting requirements of the Exchange Act for at least twelve calendar months, you must have filed at least one annual report and you cannot qualify as a smaller reporting company.
All other companies, including, in most instances, newly public companies (such as the recently public LinkedIn, Groupon and Zynga) fall into the category of other filers and are classified as either non-accelerated filers or smaller reporting companies.
Transitioning to a New Filer Status
Once you become a large accelerated filer you will remain a large accelerated filer unless your public float falls below $500 million, as calculated on the last business day of your most recently completed second fiscal quarter. If your public float falls below $500 million but remains at or above $50 million, you will become an accelerated filer.
Once you become an accelerated filer you will remain an accelerated filer unless your public float reaches $700 million or more, in which case you will become a large accelerated filer. On the other hand, if you are an accelerated filer, or even a large accelerated filer, and your public float falls below $50 million, you will come into the category of all other filers and will most likely become a smaller reporting company.
Finally, if you are a non-accelerated filer or a smaller reporting company you will remain one until you meet all of the requirements necessary to become an accelerated filer or large accelerated accelerated filer.
When Does Your Filer Status Change?
Even though your public float is calculated as of the last business day of your most recently completed second fiscal quarter, your filer status doesn’t actually change until the end of your fiscal year. If your filer does change, then you must file your annual report, and all subsequent quarterly and annual reports, by the deadline for your new status.
Qualifying as a Smaller Reporting Company
There are three ways to qualify as a smaller reporting company:
- have a public float of less than $75 million, calculated as of the last business day of your most recently completed second fiscal quarter;
- in the case of a initial registration statement, have a public float of less than $75 million, calculated as of a date within 30 days of the registration statement filing date; or
- if you have no public float, have less than $50 million in annual revenues during the most recently completed fiscal year for which you have audited financial statements.