TABLE OF CONTENTS
WHAT YOU SHOULD KNOW
- Public companies are required to submit a SEC 10-Q report to the Securities and Exchange Commission (SEC) each quarter, providing details of their financial performance.
- The 10-Q filing must be submitted within a certain timeframe, depending on the organization’s public float.
- The Securities and Exchange Act of 1934 established the requirement for companies to file Form 10-Q.
What Is SEC Form 10-Q?
Public companies must submit a comprehensive financial performance report, known as a SEC Form 10-Q, to the Securities and Exchange Commission (SEC) on a quarterly basis. This 10-Q document requires companies to disclose pertinent financial information related to their business activities. It is important to note that the 10-Q is usually an unaudited report.
At the beginning of a company’s fiscal year, a 10-Q must be filed for each of the first three quarters. This document provides an overview of the company’s financial performance during the period.
Comprehending SEC Form 10-Q
Publicly traded companies are required to disclose certain information to shareholders and the general public in accordance with federal securities laws. This information may be released periodically or in response to specific events. The SEC mandates the use of Form 10-Q to provide an unaudited financial statement and an overview of the company’s financial position at the end of each quarter.
The filing dates for a company’s financial reports vary depending on the organization’s fiscal year, but they must submit three 10-Q reports annually.1 At the end of the year, instead of a 10-Q, a company must submit Form 10-K, an annual report. This report is audited and contains more information than the 10-Q.
Filing Deadlines for a SEC Form 10-Q
The date by which a 10-Q must be filed can vary depending on the amount of outstanding shares a company holds.
A company’s 10-Q filing is categorized based on the amount of its public float. This figure is the portion of the company’s outstanding stock that is owned by the public, and not held by officers, owners, or the government. The public float is made up of all of the company’s freely traded common stock shares.
Companies that meet the criteria of a large accelerated filer must have a public float of at least $700 million. If this requirement is met, the organization must file its 10-Q within 40 days of the end of the quarter.
Accelerated filers are companies that have a public float of at least $75 million but no more than $700 million. These companies have a 40-day window to file their 10-Q reports, while they are given a bit more time to file their 10-K reports.
Finally, companies with a public float of less than $75 million are classified as non-accelerated filers. These companies have a 45-day period from the end of the quarter to submit their 10-Q report.
What if I fail to file a SEC Form 10-Q?
If a company misses the filing deadline for a 10-Q, they must use a non-timely (NT) filing. This filing must include an explanation for why the deadline was not met, and the company is granted an extra five days to submit the 10-Q. To request the extension, the company must submit an NT 10-Q that includes the reason for the delay.
The Securities and Exchange Commission (SEC) allows companies to submit late filings within a certain timeframe, provided that they can provide a valid explanation. Reasons for late filings may include corporate mergers and acquisitions (M&A), litigation, an audit review, or the aftermath of a bankruptcy.
A 10-Q filing must be submitted within the allotted timeframe to avoid potential consequences. These consequences may include the loss of SEC registration, removal from stock exchanges, and other legal ramifications.
Components of a SEC Form 10-Q
The 10-Q filing consists of two components. The first part includes financial data from the period in question, such as condensed financial statements, a management discussion and analysis of the company’s financial standing, details about market risk, and information about internal controls.
In the second section, companies must provide any additional relevant information. This can include details on legal proceedings, issuance of unregistered equity securities, the purpose of proceeds from the sale of the unregistered equity, and any defaults on senior securities. Additionally, this part of the filing may include any additional information, such as exhibits.
Importance of a SEC Form 10-Q
Investors can gain insight into a company’s financial health by reviewing its 10-Q form. This document provides information on the company’s quarterly earnings, as well as other aspects of its operations, allowing investors to compare the current quarter’s performance to previous quarters and track its progress.
The Securities and Exchange Act of 1934 established Form 10-Q as a way to promote transparency in public companies’ operations. By filing Form 10-Q, investors are able to gain insight into the financial position of a company on an ongoing basis.
Investors often review 10-Qs to gain insight into a company’s financial health, such as changes to working capital and accounts receivables, inventory levels, share buybacks, and any legal risks. These are all important factors to consider when assessing a company’s performance.
Comparing a company that you are invested in or considering investing in to a close competitor’s 10-Q can provide insight into the company’s performance. This can help you determine if it’s a strong choice, identify any weaknesses, and suggest areas for improvement.
Other Important Forms
Every year, companies must file a Form 10-K, which serves as a comprehensive summary of the company’s performance for the entire year. This report replaces the fourth-quarter 10-Q and contains more detailed information than an annual report. It must be submitted within 90 days of the end of the company’s fiscal year and generally includes a summary of the company’s operations, management’s financial outlook, financial statements, and any legal or administrative issues the company has faced.
Companies must file a Form 8-K with the Securities and Exchange Commission (SEC) if there are any significant changes or developments in their business that have not been reported in their 10-Q or 10-K reports. This unscheduled document may contain information such as press releases, announcements of executive hiring or departures, or information regarding the disposal or acquisition of assets. Additionally, if a company goes into receivership, this must be reported in an 8-K filing.
Each year, companies submit an annual report that contains a variety of information about the company. This report typically includes a letter to shareholders from the CEO, financial statements, and an auditors report. It is usually released a few months after the end of the company’s fiscal year and is available on the company’s website, investor relations team, or the SEC.