TheCorporateCounsel.net

Perkins Coie recently blogged about 6 things that companies should consider when changing their fiscal year end. This excerpt addresses the SEC filings associated a change in a fiscal year end:

Be prepared to file an Item 5.03 8-K with the SEC. Changing fiscal years triggers an Item 5.03 8-K filing for public companies in most cases. The reporting obligations under Form 8-K vary depending on the way in which a fiscal year is changed. Read the requirements of Item 5.03 of Form 8-K and be prepared to file within four business days of the change.

Think ahead to the “transition report” you’ll be filing with the SEC. SEC rules require public companies that change their fiscal years to file a “transition report” covering the “transition period.” The transition period is the period between the closing of the most recent fiscal year and the opening date of the newly selected fiscal year. A transition report covers the transition period and must include interim period financial statements.

Depending on the length of the transition period, a transition report may be required to be filed on Form 10-KT or Form 10-QT. If the transition period is less than one month, no transition report is required, but then transition period financial statements must be included in the next Form 10-Q.

The blog also highlights Sections 1360 and 1365 of the Financial Reporting Manual as a source of helpful guidance on changing fiscal year ends.  If you’re considering changing your fiscal year end, be sure to also check out our “Fiscal Year Changes” Checklist.

– John Jenkins