United States

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. 

How can we help you?

To discuss how our team can help your business, contact us by phone 800.274.3978 or

EMAIL US


Subscribe to Financial Reporting Insights