We reviewed four quarters of press releases announcing upcoming earning release dates, as well as the subsequent earnings release Form 8-Ks, for 30 public companies in the Lonergan Silicon Valley 150^[1] to determine how long in advance they were announcing their upcoming earnings release date, the timing of their earnings release Form 8-K submissions and earnings calls, and what additional earnings-related information they were furnishing in their earnings release Form 8-K beyond the earnings release.

The following are takeaways from the more detailed discussions set forth in this post:

• Duration between announcement date and earnings date
  • Most common duration: Three weeks, in each of the four quarters
  • Minimum number of days: 6 or 7 days in the first three quarters, 10 days in the fourth quarter
  • Maximum number of days: 28 to 33 days in the first three quarters, 41 days in the fourth quarter
  • Average number of days: 19.4 to 20.3 days in the first three quarters, 21.9 days in the fourth quarter
• All companies furnished their earnings release Form 8-K shortly following the close of trading hours, and then held their earnings call thereafter (on the same day).
• Only four companies included other earnings-related information as a separate exhibit to their earnings release Form 8-K; however, an additional six companies included a statement in their Form 8-K that additional materials were available on their website.

Duration Between Announcement Date and Earnings Date

Each of the companies that we reviewed issued a press release announcing the date of their upcoming earnings release (the date of such press release, the “Announcement Date”). Although the duration between the Announcement Date and the date on which the company publishes its earnings release (the “Earnings Date”) varied by company, the most common duration across all four quarters was three weeks, followed by two weeks. The following chart reflects the number of companies with a duration of one week, two weeks, three weeks, and four weeks, between their Announcement Date and their Earnings Dates, by quarter.^[2]

Across the first three quarters, the minimum duration between the Announcement Date and the Earnings Date was approximately one week, but in the fourth quarter, the minimum duration was higher, at 10 days.^[3] Similarly, across the first three quarters, the maximum duration between the Announcement Date and the Earnings Date ranged between 28 and 33 days, but in the fourth quarter, the maximum duration was higher, at 41 days. The higher minimum and maximum durations contributed, in part, to an increase in the average number of days between the Announcement Date and the Earnings Date in the fourth quarter to nearly 22 days, versus the first three quarters (which ranged from 19.4 to 20.3 days), even though the median number of days remained constant across all four quarters. The following chart reflects the minimum, maximum, median, and average number of days between the Announcement Date and the Earnings Date, by quarter.

Timing of Earnings Release Form 8-K Submission and Earnings Call

Companies announcing their earnings results for a completed quarterly or annual fiscal period are required to furnish a Form 8-K on EDGAR, which must disclose the date of the earnings announcement or release and briefly identify the earnings announcement or release, as well as include a copy of the text of the earnings announcement or release as an exhibit.^[4]

Companies furnishing their earnings release on a Form 8-K are not required to furnish a separate Form 8-K for the material, nonpublic information disclosed in their earnings call so long as certain conditions are satisfied, including that the earnings call is held within 48 hours after the earnings release is furnished on Form 8-K.^[5] Thus, many companies will furnish their earnings release on Form 8-K and then hold their earnings call shortly thereafter.

Given the materiality of earnings information, the submission of the earnings release Form 8-K on EDGAR and the earnings call are typically undertaken outside of trading hours. All companies that we reviewed (regardless of the quarter) furnished their Form 8-K shortly following the close of trading, and followed shortly thereafter (on the same day) with their earnings call.

Other Earnings-Related Information in Earnings Release Form 8-K

While companies are required to include their earnings release as an exhibit to their earnings release Form 8-K, some companies include additional earnings-related materials as an exhibit, such as their quarterly investor presentation.

As reflected in the chart below, of the 30 companies reviewed, four companies included a separate exhibit (i.e., separate from the earnings release) with earnings-related materials—two companies included a stockholder letter, one company included management’s earnings call commentary, and one company included investor slides. Two of these exhibits were discussed under Item 2.02 and two were discussed under Item 7.01. An additional six companies indicated in the Form 8-K (two under Item 2.02 and four under Item 7.01) that supplemental investor materials had been posted to the company’s investor relations site, but they did not include those additional investor materials as exhibits to the Form 8-K.

In addition to other earnings-related materials, some companies disclose other earnings-related information in their Form 8-K. Of the 30 companies reviewed, seven companies included a statement regarding non-GAAP financial measures. While the length and content of the disclosures varied among companies, the disclosures generally were to notify the reader that non-GAAP financial measures were used in the earnings release, and that reconciliations of these non-GAAP financial measures may be found in the earnings press release.

^[1] We reviewed the most recently furnished first quarter, second quarter, third quarter, and fourth quarter press releases and Item 2.02 Form 8-Ks, from 30 companies in the Lonergan Silicon Valley 150 (SV150). The SV150 list includes the top 150 public companies with headquarters in the Silicon Valley ranked by annual sales. The 30 companies reviewed included 10 of the SV150 companies ranked 1 to 50, 10 of the SV150 companies ranked 51 to 100, and 10 of the SV150 companies ranked 101 to 150.

^[2] The one-week duration consists of six to eight days, the two-week duration consists of 13 to 15 days, the three-week duration consists of 20 to 22 days, and the four-week duration consists of 27 to 29 days, in order to account for possible weekends or holidays that may fall on the exact timing.

The chart does not account for all companies reviewed because, in some cases, the duration between the Announcement Date and the Earnings Date was between the weekly increments (e.g., 16 days or 26 days) and, in other cases, because the duration was greater than four weeks.

^[3] All references to days refer to calendar days.

^[4] See Item 2.02(a) of Form 8-K.

^[5] See Item 2.02(b) of Form 8-K.