Statement Summary
The SEC has proposed amendments allowing public companies to file semiannual reports (Form 10-S) instead of the traditional quarterly reports (Form 10-Q) to meet their interim reporting obligations. Currently, public companies must submit three quarterly reports and one annual report each fiscal year. The proposed changes would provide companies the flexibility to choose a reporting frequency that suits their business needs and investor interests.
If adopted, the new semiannual report would be due 40 or 45 days after the first half of the fiscal year, depending on the company’s status. The proposal also simplifies financial statement requirements under Regulation S-X. The public can comment on the proposal for 60 days after its publication.
Original Statement
The Securities and Exchange Commission today proposed rule and form amendments that would give public companies the option of filing semiannual reports in lieu of quarterly reports to meet their interim reporting obligations under the federal securities laws. Public companies, subject to Exchange Act Section 13(a) or 15(d), are currently required to file quarterly reports on Form 10-Q.
The proposed amendments, if adopted, would allow these public companies to elect to file semiannual reports on new Form 10-S instead of quarterly reports on Form 10-Q. As a result, companies that elect to file semiannual reports would file one semiannual report and one annual report for each fiscal year in lieu of three quarterly reports and one annual report.
The flexibility provided under proposed amendments would enable public companies to choose the interim reporting frequency that would best serve the company and its investors.
“Public companies have an obligation under the federal securities laws to provide information that is material to investors. Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors. Today’s proposed amendments, if ultimately adopted, would provide companies with increased regulatory flexibility in this regard,”
said SEC Chairman Paul S. Atkins in a statement.
Under the proposal, the filing deadline for semiannual reports on Form 10-S would be 40 or 45 days, depending on the company’s filer status, after the end of the first semiannual period of the fiscal year. The proposal also would amend Regulation S-X, which governs the financial statement requirements for periodic reports, registration statements, and proxy statements, to reflect the new semiannual reporting option and simplify the existing financial statement requirements.
The proposing release will be published on SEC.gov and in the Federal Register. The public comment period will remain open until 60 days after the date of publication of the proposing release in the Federal Register.
