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.

View full memo, A Financial Statement Guide Through the Seasons