Form 10-Q -- Quarterly Report
17 CFR 249.308a
Form 10-Q is the quarterly report filed by most reporting companies for each of the first three fiscal quarters (the fourth quarter is covered by the annual 10-K). Like the 10-K, it is required under Section 13 or 15(d) of the Securities Exchange Act of 1934, but its requirements are less extensive -- financial statements are condensed and unaudited, and several annual disclosure items are not required.
The financial statements in a 10-Q are prepared in accordance with Regulation S-X Article 10 (17 CFR 210.10-01), which permits condensed formats and generally requires less detailed footnote disclosure than annual statements, provided there have been no material changes from the disclosures in the most recent 10-K.
Key Differences from Form 10-K
| Aspect | Form 10-K | Form 10-Q |
|---|---|---|
| Frequency | Annual (once per fiscal year) | Quarterly (first three quarters) |
| Financial Statements | Audited, full statements per Reg S-X Art. 3-4 | Unaudited, condensed per Reg S-X Art. 10 |
| Audit Requirement | Independent auditor report required | No audit required; review engagement optional |
| Balance Sheet Periods | Two most recent fiscal year-ends | Current quarter-end and most recent fiscal year-end |
| Income Statement Periods | Three fiscal years | Current quarter, YTD, and comparative prior-year periods |
| MD&A Scope | Full year analysis with trend discussion | Focus on material changes from last 10-K |
| Part III (Governance) | Required (or incorporated from proxy) | Not required |
| SOX 404(b) Attestation | Required for LAF and AF | Not required |
Required Items
| Part | Item | Title | Description | Regulation |
|---|---|---|---|---|
| I | 1 | Financial Statements | Condensed interim financial statements (unaudited) for the current quarter and year-to-date, with comparative prior-year periods. Prepared under Regulation S-X Article 10 (Rule 10-01). | Reg S-X Art. 10 |
| I | 2 | MD&A | Management's Discussion and Analysis of financial condition and results of operations for the interim period. Focuses on material changes from the most recent 10-K. | Reg S-K Item 303 |
| I | 3 | Quantitative and Qualitative Disclosures About Market Risk | Update to market risk disclosures if there have been material changes from the most recent 10-K. SRCs may omit this item. | Reg S-K Item 305 |
| I | 4 | Controls and Procedures | CEO and CFO evaluation of disclosure controls and procedures, and any changes in internal control over financial reporting during the quarter. | 17 CFR 240.13a-15 |
| II | 1 | Legal Proceedings | Material developments in legal proceedings since the last report, or new material proceedings. | Reg S-K Item 103 |
| II | 1A | Risk Factors | Material changes to risk factors previously disclosed in the 10-K. New risks should be described and existing risks updated as appropriate. | Reg S-K Item 105 |
| II | 2 | Unregistered Sales of Equity Securities and Use of Proceeds | Details of any unregistered equity sales during the quarter, and issuer repurchases of equity securities. | Reg S-K Items 701, 703 |
| II | 3 | Defaults Upon Senior Securities | Any material default in payment of principal, interest, or sinking fund on indebtedness, or material arrearage in dividends on preferred stock. | 17 CFR 249.308a |
| II | 4 | Mine Safety Disclosures | Required mine safety information if applicable. | Reg S-K Item 104 |
| II | 5 | Other Information | Information required to be reported on Form 8-K during the quarter that was not yet filed. Also any material information the registrant elects to disclose. | Various |
| II | 6 | Exhibits | List of exhibits filed with the quarterly report, including SOX 302 certifications (Exhibits 31.1, 31.2) and 906 certifications (Exhibit 32.1). | Reg S-K Item 601 |
Interim Financial Statement Requirements
- Condensed balance sheet as of the end of the current quarter and most recent fiscal year-end
- Condensed statements of income for the current quarter, year-to-date, and comparative prior-year periods
- Condensed statements of cash flows for the year-to-date period and comparative prior-year YTD period
- Condensed statements of comprehensive income for the current quarter, YTD, and comparative periods
- Notes to condensed financial statements (material changes from annual notes only, per Rule 10-01(a)(5))
- No independent audit required; an accountant's review per SAS 100/PCAOB AS 4105 is optional but common practice
Filing Deadlines
| Filer Category | Deadline |
|---|---|
| Large Accelerated Filer | 40 days after quarter end |
| Accelerated Filer | 40 days after quarter end |
| Non-Accelerated Filer | 45 days after quarter end |
| Smaller Reporting Company | 45 days after quarter end |
| Emerging Growth Company | 45 days after quarter end |