What is the 'SEC Form 10-Q'
The SEC form 10-Q is a comprehensive report of a company's performance that must be submitted quarterly by all public companies to the Securities and Exchange Commission. In the 10-Q, firms are required to disclose relevant information regarding their financial position. There is no filing after the fourth quarter, because that is when the 10-K is filed.
BREAKING DOWN 'SEC Form 10-Q'Federal securities laws mandate that publicly traded companies must provide certain information. These disclosures may occur periodically or as specific events occur. A company utilizes Form 10-Q upon the completion of each quarter to disclose unaudited financial statements and give an overview of the company’s financial situation. The exact filing dates depend on the organization’s fiscal year, but it is necessary to file three 10-Q reports each year.
Components of a Quarterly 10-Q Filing
There are two parts to a 10-Q filing. The first part contains relevant financial information covering the period. This includes condensed financial statements; management discussion and analysis on the financial condition of the entity; disclosures regarding market risk; and internal controls. The second part contains all other information. This includes legal proceedings; unregistered sales of equity securities; the use of proceeds from the sale of unregistered sales of equity; and defaults upon senior securities. The company disclosed any other information – including the use of exhibits – in this section.
Filing Deadline Based on Filer Category
A filer is classified in one of three categories, and has different deadlines based upon the category in which they belong. An entity's public float determines its category. Public float represents the portion of corporate shares that are in the hands of the public and not held by officers, owners or the government.
The largest companies are classified as large accelerated filers. To meet this requirement, the organization must have at least $700 million in public float. If the company meets this requirement, it has 40 days after the close of the quarter to file its 10-Q. Accelerated filers are companies with at least $75 million in public float but less than $700 million. Although accelerated filers also have 40 days to file the10-Q, they have a little more time to file the 10-K. Finally, non-accelerated filers are companies with less than $75 million of public float. These companies have 45 days from the end of the quarter to file the 10-Q.
Failure to Meet Filing Deadline
When a company fails to file a 10-Q by the filing deadline, it must use a non-timely (NT) filing. An NT filing must expand on why the deadline has not been achieved, and it gives the company with an additional five days to file. A 10-Q filing is considered timely if it is filed within this extension. Failure to comply with this extended deadline results in consequences, including potential loss of SEC registration, removal from exchanges, and legal ramifications.