Business Context and Reporting Period
Company: Citizens, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 3, 2017
Reporting Period: Fiscal year ended December 31, 2016 (regarding delayed filing)
This filing addresses a regulatory compliance issue rather than operational performance. The Company received notice from the New York Stock Exchange (NYSE) on April 3, 2017, indicating non-compliance with continued listing requirements due to the delayed filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document serves solely to disclose the status of the delayed 2016 Form 10-K and the resulting listing compliance notice.
Material Changes
- Listing Status: The Company is currently not in compliance with NYSE Section 802.01E (timely filing criteria).
- Cause of Delay: The independent registered public accounting firm required additional time to complete the audit sign-off and review of the 2016 financial statements.
- Previous Disclosures: The Company previously filed a Form 12b-25 on March 17, 2017, and a Form 8-K on March 31, 2017, regarding the inability to meet the original and extended filing deadlines.
Guidance, Outlook, and Risks
Management Commentary and Outlook:
- The Company intends to file the 2016 Form 10-K as promptly as possible after the audit is completed.
- The Company has contacted the NYSE to discuss the status of the filing.
Risks and Contingencies:
- Delisting Risk: The NYSE has six months from the original due date to allow the Company to file the late report. If the Company fails to file the late report and all subsequent periodic reports within this six-month window, the NYSE may commence delisting proceedings.
- Extension Possibility: The NYSE may, in its sole discretion, allow securities to remain listed for up to an additional six months depending on certain circumstances.
- Forward-Looking Statements: The anticipated timing of the 2016 Form 10-K filing involves risks and uncertainties that could cause actual results to differ materially.
Investor Verification Checklist
- Verify the current status of the 2016 Form 10-K filing with the SEC.
- Monitor for any press releases or 8-K filings regarding the completion of the audit sign-off.
- Check the NYSE listing status to confirm if delisting proceedings have been initiated.
- Review the Company's ability to meet subsequent periodic reporting deadlines within the six-month grace period.