The SEC has adopted 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. As a result of the amendments, issuers that had annual revenues of less than $100 million will not be required to have their management’s assessment of the effectiveness of internal control over financial reporting (“ICFR”) attested to, and reported on, by an independent auditor. Such issuers will remain obligated, among other things, to establish and maintain ICFR and have management assess the effectiveness of ICFR.
The amendments add a check box to the cover pages of Forms 10-K, 20-F, and 40-F to indicate whether an internal control over financial reporting auditor attestation is included in the filing.
The amendments also increase the transition thresholds for accelerated and large accelerated filers becoming non-accelerated filers from $50 million to $60 million, and for exiting large accelerated filer status from $500 million to $560 million. Further, the amendments add a revenue test to the transition thresholds for exiting from both accelerated and large accelerated filer status.