Amendments to accelerated and large accelerated filer definitions
FINANCIAL REPORTING INSIGHTS |
The SEC recently issued a final rule, Amendments to the Accelerated Filer and Large Accelerated Filer Definitions. The amendments exclude 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 $100 million in the most recent fiscal year for which audited financial statements are available. (The amendments also include a specific provision excluding business development companies from the accelerated and large accelerated filer definitions in analogous circumstances.) As a result of the amendments, smaller reporting companies with less than $100 million in revenues:
- Are not required to obtain an attestation of their internal control over financial reporting from an independent auditor. However, they would continue to be required to make assessments of the effectiveness of internal control over financial reporting.
- Are not subject to accelerated or large accelerated filing deadlines for annual and quarterly reports
An issuer that is eligible to be a smaller reporting company that has a public float between $75 million and $250 million would be an accelerated filer if its annual revenues are $100 million or more, and thus remains subject to all requirements applicable to accelerated filers.
Filing status |
Public float |
Annual revenues |
Auditor ICFR attestation required? |
Qualifies for scaled disclosure accommodations? |
Large accelerated filer |
$700 million or greater |
Not applicable |
Yes |
No |
Accelerated filer, but not a smaller reporting company |
$250 million to less than $700 million |
$100 million or more |
Yes |
No |
Smaller reporting company that is an accelerated filer |
$75 million to less than $250 million |
$100 million or more |
Yes |
Yes |
Smaller reporting company that is a nonaccelerated filer |
$75 million to less than $700 million |
Less than $100 million |
No |
Yes |
Less than $75 million |
No limit |
No |
Yes |
Transition
Increasing the public float transition threshold for accelerated and large accelerated filers to become a non-accelerated filer from $50 million to $60 millionIn addition, the amendments revise the transition provisions for exiting accelerated filer and large accelerated filer status by:
- Increasing the threshold for exiting large accelerated filer status from $500 million to $560 million in public float
- Allowing an accelerated or large accelerated filer to become a non-accelerated filer if it becomes eligible to be a smaller reporting company under the smaller reporting company revenue test
Effective date
The amendments become effective 30 days after they are published in the Federal Register. The amendments apply to an annual report filing due on or after the effective date. Even if that annual report is for a fiscal year ending before the effective date, the issuer may apply the amendments to determine its status as a non-accelerated, accelerated or large accelerated filer.
Financial institutions
It should be noted that a financial institution with at least $1 billion in total assets continues to be required to include in its annual report the independent public accountant’s audit report concerning the effectiveness of the institution’s internal control structure over financial reporting.