SEC Form 10-Q is the quarterly financial report that publicly traded U.S. companies file with the Securities and Exchange Commission for each of the first three quarters of their fiscal year. The fourth quarter is folded into the annual report on Form 10-K, so no separate 10-Q is filed for that period.1Investor.gov. Form 10-Q Each filing carries unaudited financial statements, a written explanation from management about what drove the quarter’s results, and updates on legal proceedings, risk factors, and internal controls. Between annual reports, it is the most detailed public look at a company’s finances.
Who Has to File a 10-Q
Any company with securities registered under Section 13 or 15(d) of the Securities Exchange Act of 1934 has to file quarterly reports on Form 10-Q.2Securities and Exchange Commission. Form 10-Q That covers essentially every domestic company whose stock trades on a major U.S. exchange. Registration is also triggered when a company has more than $10 million in total assets and a class of equity held by either 2,000 people or 500 people who are not accredited investors.3U.S. Securities and Exchange Commission. Changes to Exchange Act Registration Requirements to Implement Title V and Title VI of the JOBS Act
Foreign private issuers are outside this system. They do not file 10-Qs. Instead, they submit material updates on Form 6-K whenever their home-country regulator or stock exchange requires disclosure.4U.S. Securities and Exchange Commission. A Brief Overview for Foreign Private Issuers If the company you’re researching is headquartered abroad, expect a different set of filings on a different schedule.
When a 10-Q Is Due
Deadlines depend on filer status, which is set by a company’s public float — the market value of shares held by non-affiliated investors, measured on the last business day of the most recently completed second fiscal quarter.5eCFR. 17 CFR 240.12b-2 – Definitions
- Large accelerated filers, with a public float of $700 million or more, must file within 40 days of quarter-end.
- Accelerated filers, with public float from $75 million up to $700 million, also have 40 days.
- Non-accelerated filers, with public float below $75 million, have 45 days.
Those windows apply to each of the first three fiscal quarters. The obligation itself comes from SEC Rule 13a-13, which requires a quarterly report for each of those quarters.6GovInfo. 17 CFR 240.13a-13 – Quarterly Reports on Form 10-Q
What’s Inside a 10-Q
The form is divided into two parts. Part I covers financial information. Part II covers other matters the SEC treats as material to investors.2Securities and Exchange Commission. Form 10-Q
Part I: Financial Information
- Item 1 presents unaudited financial statements: balance sheet, income statement, and cash flow statement for the quarter, shown alongside the same quarter of the prior year.
- Item 2 is Management’s Discussion and Analysis, or MD&A. This is where management explains the numbers in plain language: what drove revenue, how costs changed, what outside conditions affected results.
- Item 3 covers market risk, meaning exposure to interest rate, currency, and commodity price movements.
- Item 4 is management’s assessment of whether internal controls over financial reporting are working, along with any changes to those controls during the quarter.
Part II: Other Information
- Item 1 discloses new or updated legal proceedings and regulatory actions.
- Item 1A reports any material changes to the risk factors most recently disclosed in the 10-K. Smaller reporting companies can skip this item.
- Item 2 covers unregistered sales of equity and use of proceeds.
- Item 3 is required when the company has defaulted on debt exceeding 5% of total consolidated assets or has fallen behind on dividend payments.
- Item 4 applies only to mining companies.
- Item 5 is a catch-all for material events that would normally be reported on Form 8-K but were not previously disclosed.
- Item 6 lists exhibits, including the officer certifications required by the Sarbanes-Oxley Act.
Officer Certifications and Auditor Review
Every 10-Q carries personal certifications signed by both the chief executive officer and the chief financial officer. Under Section 302 of the Sarbanes-Oxley Act, each officer certifies that the report contains no untrue statement of material fact, that the financial statements fairly present the company’s condition, and that internal controls have been evaluated with any weaknesses disclosed. A second certification under Section 906 of Sarbanes-Oxley carries criminal penalties for knowingly or willfully signing off on a report that does not comply with the law.7Office of the Law Revision Counsel. 18 USC 1350 – Failure of Corporate Officers to Certify Financial Reports
The word “unaudited” on the financial statements can be misleading. The SEC requires the company’s independent accounting firm to perform an interim review of the quarterly financials before the report is filed, following PCAOB Auditing Standard AS 4105.8Public Company Accounting Oversight Board. AS 4105 – Reviews of Interim Financial Information An interim review is lighter than a full audit. Auditors rely on analytical procedures and inquiries rather than testing individual transactions. If the filing states that the interim financials were reviewed by an independent accountant, the accountant’s report must be included, and most large public companies include it as standard practice.
Scaled Disclosures for Smaller Reporting Companies
The SEC defines a Smaller Reporting Company as one with a public float below $250 million, or one with annual revenue below $100 million and public float below $700 million. These companies file 10-Qs on the same deadlines as other non-accelerated filers, but they get relief on several items.
SRCs may present two years of income statements and cash flow statements rather than three, and their MD&A comparisons run over two years instead of three. They can skip the quantitative market risk disclosures in Part I, Item 3 and the risk factor updates in Part II, Item 1A, and they are not required to include a stock performance graph or selected financial data tables.2Securities and Exchange Commission. Form 10-Q SRCs with annual revenue under $100 million are also exempt from the auditor attestation on management’s internal controls assessment, which can save considerable expense.
What Happens When a Company Files Late
A company that cannot meet its 10-Q deadline has to file a Form 12b-25 notification no later than one business day after the due date. That filing buys a five-calendar-day extension for a quarterly report, but only if the company explains the delay and commits to filing within the window.9eCFR. 17 CFR 240.12b-25 – Notification of Inability to Timely File
Missing deadlines carries real cost. A company that falls behind on periodic reports loses eligibility to use Form S-3 for shelf registration, the fastest and cheapest way for public companies to raise new capital. Form S-3 requires that all required reports have been filed on time for the preceding twelve months.10U.S. Securities and Exchange Commission. Form S-3 – General Instructions In serious cases, the SEC can revoke or suspend a company’s securities registration under Section 12(j) of the Exchange Act, which effectively removes the stock from trading.11U.S. Securities and Exchange Commission. Section 12(j) Administrative Proceeding
How to Read a Company’s 10-Q on EDGAR
Every 10-Q filed with the SEC is available to the public at no cost through EDGAR, the agency’s electronic filings database.12U.S. Securities and Exchange Commission. Search Filings Go to the SEC’s EDGAR company search page and enter the company’s ticker symbol or full legal name. The results list every filing by type and date; filter for “10-Q” to see quarterly reports only. Each entry links to the full filing, including the financial statements, MD&A, and exhibits.
EDGAR also offers full-text search across filings dating back to 2001.13U.S. Securities and Exchange Commission. EDGAR Full Text Search That tool is useful for tracking how a company has described a particular risk or legal matter across quarters. No brokerage account or paid service is needed. The filings are public records.