SEC hits companies for hiding restatements before seeking filing delays

Dive Brief:

The Securities and Exchange Commission charged eight companies for seeking permission to delay their quarterly or annual filing without saying they needed the extra time to restate a previous filing.
"Due to the companies’ failure to include required disclosure ... investors ... were kept in the dark regarding the unreliability of the company’s financial reporting or anticipated material changes in operating results," said Anita Bandy, associate director in the SEC's enforcement division.
The SEC said it used a data analytics tool to spot the companies' alleged compliance failures.

Dive Insight:

Companies seeking to delay their 10-K or 10-Q filing must fill out a request with SEC using Form 12b-25, commonly known as Form NT, which stands for "not timely," which requires giving a reason for the delay.

In its orders announcing the enforcement actions, the SEC said the companies didn't disclose in their Form NT they needed the extra time to restate or correct a past filing.

"Each of the companies announced restatements or corrections to financial reporting within 4-14 days of their Form NT filings despite failing to provide details disclosing that anticipated restatements or corrections were among the principal reasons for their late filings," the SEC said.

The companies also failed to disclose that management anticipated a significant change in quarterly income or revenue.

"Reporting companies are required to provide investors with timely, accurate, and full information with which investors can evaluate the significance of reporting delays," Bandy said.

Data analytics

The SEC has stepped up its use of data analytics to uncover compliance problems. Last year, it used a technology tool to spot two companies that improperly reported their earnings per share.

"We will continue to use data analytics to uncover difficult to detect disclosure violations," said Melissa Hodgman, acting director of the SEC's enforcement division. "Targeted initiatives like this allow us to efficiently address disclosure abuses that have the potential to undermine investor confidence in our markets if left unaddressed."

The eight companies charged with Form NT violations agreed to cease-and-desist-orders and pay penalties. The companies are Fortem Resources, TruTankless, ShiftPixy, Rokk3r, Daniels Corporate Advisory Company, HQDA Elderly Life Network Corp., Asta Funding and Igen Networks Corp.