As some readers may have noticed, this is a corrected post. I found there were a few tricks I did not know about including images in our posts, and fixed the images for this revised post. I apologize for the confusion!
As we approach the last month of the third quarter (or whichever period you are in if you are not a calendar-year end company), the SEC has made many changes in the details of Forms 10-K and 10-Q. Both the new smaller reporting company rulesand the recent final rule for Disclosure Update and Simplificationinclude several tactical changes.
One of the nitty-gritty changes deals with the check boxes on the cover pages of both Forms 10-K and 10-Q.
The cover page of Form 10-Q used to look like this:
Notice specifically the (Do not check if a smaller reporting company) note after Non-accelerated filer. The new arrangement of the check boxes looks like this:
As you can see, before the changes for the new SRC rules, the instructions to the forms indicated that companies should only check one of the boxes. However, as you look at the new check boxes above it is apparent that for many companies more than one box will apply.
Does this mean we should now consider checking more than one box?
The answer to this question is not directly apparent on the forms themselves. Hidden away in footnote 131 of the final rule you will find this answer:
In conjunction with these amendments, we also are adopting technical revisions to Securities Act Forms S-1, S- 3, S-4, S-8, and S-11 and Exchange Act Forms 10, 10-Q and 10-K. These amendments modify the cover page of the specified forms to remove the parenthetical next to the “non-accelerated filer” definition that states “(Do not check if a smaller reporting company).” After these amendments, a registrant should check all applicable boxes on the cover page addressing, among other things, non-accelerated, accelerated, and large accelerated filer status, SRC status, and emerging growth company status.
Unfortunately, as is frequently the case, scarce resources at the SEC sometimes make the process of updating the forms on the SEC’s web page lag behind the actual regulatory changes. As of today, August 31, 2018, the web page instructions for Form 10-Qhave not yet been updated. (Same for Form 10-K). So, you can use the references above as your support to change the cover page of your next Form 10-Q or Form 10-K.
As always, your thoughts and comments are welcome!