WASHINGTON — Municipal issuers took an average of 202 calendar days after the end of fiscal years to disclose their audited financial statements, the Municipal Securities Rulemaking Board found in its first ever report on the timing of disclosures.
The MSRB report, released Tuesday, analyzed disclosures made to EMMA between January 2010 and June 2013 and board found that annual financial information was disclosed an average of 188 calendar days after the end of issuers' fiscal years.
These findings cover a subset of the disclosure data and do not include what the MSRB calls "catch-up" submissions — filings made more than 12 months after the end of fiscal years where issuers were trying to correct prior year failures to meet disclosure deadlines.
Using the full set of data that includes catch-up filings, audited financial statements were disclosed on average 306 to 339 calendar days, and other annual financial information an average of 222 to 260 days, after the close of fiscal years. The range of the averages varied considerably depending on the year, as a result of volatility in catch-up submissions, the MSRB said.
The findings are based on 96,438 of audited financial statements and 75,927 annual financial information the MSRB received over the 30 month period. Combined, these two categories accounted for 36% of all disclosure filings during the 30 months, the board said.
The MSRB stressed that the report does not evaluate an issuer's or borrower's compliance with its continuing disclosure agreements.
Under the Securities and Exchange Commission's Rule 15c2-12, firms are barred from underwriting bonds unless issuers have contractually agreed to disclose to the MSRB's EMMA system annual financial information and material event notices as events occur.
These continuing disclosure agreements are typically included in official statements and are contracts with bondholders. The issuers can set their own deadlines for filing annual financial information. Only bondholders can take action against an issuer if it misses its disclosure deadlines because neither the SEC nor MSRB regulate issuers.
However, SEC Commissioners, institutional investors, analysts and others have complained for years that some issuers' deadlines for filing disclosures are so long after the end of their fiscal years, their annual financial information is already stale when posted on EMMA.
"The focus of this report is not on contractual compliance but instead on how soon after the end of the fiscal year investors and the general public gain access to audited financial statements and annual financial information," the MSRB said.
The MSRB report, showing issuers take an average of about 6.3 months to disclose audited financial statements if catch-up submissions are excluded, is the most complete look at the timing of disclosures to date. It was released its report about a week after Merritt Research Services issued its annual report on the timing of audits.
Merritt found state and local governments typically take nearly six months after the close of their fiscal years to complete their annual financial audits. Merritt's report was based on a survey of about 8,000 fiscal year 2012 audited financial statements.
