NT 10-K and NT 10-Q: How Late Filing Notices Work

The short version

When a company cannot file its annual or quarterly report on time, it can file a Form 12b-25 notification of late filing, which appears on EDGAR as NT 10-K, NT 10-Q, NT 20-F or NT 11-K, depending on the report. Filing it under Exchange Act Rule 12b-25 buys a short extension: 15 calendar days for an annual report and 5 calendar days for a quarterly report.

If the company files the report within that extension, the report is treated as filed on time. If it does not, the company is delinquent, with consequences that include an exchange deficiency notice and the loss of Form S-3 eligibility.

An NT filing is not by itself a sign of trouble. Some are filed because an acquisition closed late in the quarter or an auditor needs a few more days. But the notice must explain the reason, and that explanation is worth reading.

The underlying deadlines

The due date depends on the company's filer status, which is based mostly on its public float.

Most small-cap companies are non-accelerated filers. When a deadline falls on a weekend or federal holiday, it moves to the next business day.

How the 12b-25 extension works

The NT form must be filed no later than one business day after the report's original due date. In it, the company represents that:

1. the reasons for the delay could not be eliminated without unreasonable effort or expense;
2. the report will be filed on or before the 15th calendar day (annual) or 5th calendar day (quarterly) after the due date; and
3. if the delay involves the accountant, the accountant's statement explaining why is attached as an exhibit.

For a quarterly report the arithmetic is the same with 5 days. A non-accelerated filer's 10-Q for the quarter ended September 30 is due 45 days later, November 14 (before any weekend adjustment); the 12b-25 extension runs to November 19.

What the notice must disclose

The form has four parts:

• Part I: registrant information.
• Part II: the representations listed above.
• Part III, Narrative: the reasons the report could not be filed on time, in reasonable detail.
• Part IV, Other information: a contact person, whether all other required reports have been filed, and whether the company anticipates a significant change in results of operations from the prior-year period that will be reflected in the report. If yes, it must explain the change and, where possible, give a quantitative estimate.

Part III and Part IV are where the substance is. Common reasons stated in Part III include:

The Part IV estimate is sometimes the first public indication of a quarter's results, because it can describe the expected revenue or net loss change before the full report arrives.

What happens if the report is still late

Exchange deficiency

Under Nasdaq Listing Rule 5250(c)(1), a company that has not filed its periodic report by the deadline, including any valid 12b-25 extension, receives a deficiency notice and must disclose it on an Item 3.01 8-K within four business days. It then has 60 calendar days to submit a plan to regain compliance, and Nasdaq staff can grant up to 180 calendar days from the original due date. The NYSE has a comparable late-filer process. See Nasdaq deficiency notices.

Loss of S-3 eligibility

Using a Form S-3 shelf registration requires, among other things, that the company has filed all required Exchange Act reports in a timely manner for the past 12 months. A report filed within a properly claimed 12b-25 extension counts as timely. A report filed after the extension does not, and the company loses S-3 eligibility until it has a clean 12 months. For a company that relies on a shelf for financing, this can shut off at-the-market sales and shelf takedowns and push it toward slower, more expensive forms of registration such as an S-1.

Rule 144 current information

Affiliates and holders of restricted shares relying on Rule 144 need the company to have current public information available. A delinquent issuer can prevent those resales until it catches up. See the Form 144 guide.

Repeated delinquency

If a company stays delinquent long enough, the exchange can move to delist, ending in a Form 25 (see Form 25 and Form 15). The SEC can also suspend trading in, or revoke the registration of, a long-delinquent filer.

How to check a company on Signal8

• NT 10-K and NT 10-Q notices appear in the live SEC filings feed as they are accepted.
• The delisting screener lists companies with exchange deficiency notices, including late-filing deficiencies.
• A company's Filings tab shows whether the report followed the notice, for example AAPL's filings.

FAQ

What is an NT 10-K?

An NT 10-K is a notification of late filing on Form 12b-25 for an annual report on Form 10-K. It tells the SEC and the market that the 10-K will not be filed on time, explains why, and claims a 15-calendar-day extension. If the 10-K is filed within those 15 days, it is treated as timely. The equivalent for a quarterly report is the NT 10-Q.

How long is the extension for a late 10-Q?

Five calendar days after the original due date, provided the NT 10-Q is filed no later than one business day after that due date. For example, a 10-Q due November 14 can be filed as late as November 19 and still be treated as timely. Annual reports on Form 10-K or 20-F receive 15 calendar days instead.

Does filing an NT 10-K mean a company is in trouble?

Not necessarily. Some companies file NT forms for routine reasons, such as completing the accounting for a recent acquisition or giving the auditor a few more days. Others cite going concern evaluations, restatements or auditor changes. The Part III narrative states the reason, and Part IV says whether results will change significantly from the prior year. Read both rather than treating every notice alike.

What happens if a company misses the 12b-25 extended deadline?

The report is late. On Nasdaq, the company receives a deficiency notice under Rule 5250(c)(1) and must disclose it on an 8-K under Item 3.01. It also loses Form S-3 eligibility until it has 12 months of timely filings, and affiliates may be unable to rely on Rule 144 until the company is current again.