A Financial Statement Guide Through the Seasons - Registering and Offering Securities of US Public Companies at Different Times of the Fiscal Year

Financial statement considerations can pose challenges for registering or offering securities at certain times of the company’s fiscal year. Companies often observe quarterly earnings blackouts starting around the end of a fiscal quarter until the next earnings release or 10-Q or 10-K. A company’s ability to file a registration statement after February 14 (in the case of calendar year filers) but before the 10-K depends on its profitability. Offerings after February 11 and before the 10-K may not be eligible for negative assurance auditor comfort. Offerings after year-end but before the 10-K may also face so-called “white paper” auditor comfort issues. Offerings between the earnings release and the 10-Q or 10-K have their own challenges.

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