SEC Form 10-QT

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Updated June 25, 2022

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What Is SEC Form 10-QT?

An SEC Form 10-QT is known as a transition report pursuant to SEC Rule 13a-10 or 15d-10. It is used when there is a presentation of financial statements during "transitional periods" rather than the standard three-month (quarterly) periods covered by a traditional SEC Form 10-Q.

SEC Form 10-QT is typically filed subsequent to a Form 8-K filing notifying the securities and exchange commission (SEC) of a change of a fiscal year end. It must conform in all other respects to the requirements of a form 10-Q except for the time periods presented. If the information provided by this form needs to be amended by a firm, they will need to submit a form 10-QT/A.

Key Takeaways

An SEC Form 10-QT is pursuant to SEC Rule 13a-10 or 15d-10.
Companies use the SEC Form 10-QT during transitional periods versus forms used during standard quarterly periods.
There are two sections to a 10-QT or 10-Q filing and the first part is crucial as it provides all of the relevant financial information covering the period being filed.

How SEC Form 10-QT Works

Federal securities laws mandate that publicly traded companies must provide certain corporate and financial information to regulators and the investing public. These disclosures will be made on a periodic basis, or else as specific events occur.

A company utilizes SEC Form 10-Q upon the completion of each quarter to disclose un-audited financial statements (such as the company's income statement and balance sheet) and gives 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 quarterly 10-Q reports each year.

SEC Form 10-QT is used when such corporate disclosures are made out of sync with the quarterly schedule. This is most frequently used when a company is changing its fiscal year, either because of mergers or acquisitions or for other business reasons. The Form 10-QT will present the fraction of the year not covered by other 10-Qs or 10-Ks.

The Two Sections of 10-QT

There are two parts to a 10-QT or 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.

When corporate disclosures are not adding up with the quarterly schedule, mangers will use a SEC Form 10-QT.

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.

Special Considerations

When a company fails to file its form 10-QT by the filing deadline, for its transitionary period it must use a non-timely (NT) filing. An NT filing must explain why the deadline was missed, and it gives the company an additional five days to file without penalty.

A 10-QT filing is considered timely if it is filed within this extension. Failure to comply with this extended deadline results in consequences, including the potential loss of the SEC registration, removal from exchanges, and legal ramifications. If a 10-QT needs to be amended, a form 10-QT/A is filed with the SEC.

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