The SEC provided a compliance guide relating to final rules that expand the number of smaller companies eligible to comply with the scaled disclosure requirements under Regulation S-K and Regulation S-X. The amendments to the smaller reporting company definition ("SRC") and others will be ffective on September 10, 2018.
As previously covered, the SRC threshold will be raised to include (i) companies with less than $250 million (previously $75 million) of public float and (ii) companies with less than $100 million (previously $50 million) in annual revenue, if they do not have public float or if the public float is less than $700 million. The amendments will not alter the "accelerated filer" or "large accelerated filer" threshold, which exempt certain smaller companies from auditor attestation requirements.
The compliance guide includes, among other things:
- a table summarizing the SRC thresholds required for a company to qualify as a SRC;
- information on when a foreign company may be permitted to use SRC disclosure accommodations;
- a chart that provides examples of the potential application of the amendments to the first periodic filings after the effectiveness of the amendments;
- guidance for a newly qualifying SRC to use the scaled disclosure accommodations; and
- a chart summarizing scaled disclosure accommodations that SRCs may use.
The guide also includes links to additional resources that may be helpful for SRCs.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.