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SEC 3140 - Form 10-Q (quarterly report)
Publication date: 30 Jun 2023
us PwC SEC Volume 3140
.1 General
.11 What is Form 10-Q and where can I find it?
Form 10-Q is the reporting form used by most US domestic SEC registrants to comply with the SEC’s quarterly reporting requirements. See Exchange Act Rules 13a-13 and 15d-13.
Generally, a Form 10-Q must be filed for each of the first 3 quarters of a registrant’s fiscal year. See SEC 3140.13 for information relating to the commencement of Form 10-Q filings following the effective date of a registrant’s initial registration statement.
The disclosure requirements of Form 10-Q are set forth in the body of the form and the accompanying instructions and generally leverage Regulations S-X and S-K rather than including the detailed disclosure requirements in the form.
The text of Form 10-Q is available on the SEC’s website (https://www.sec.gov/files/form10-q.pdf).
[Editor’s note: Form 10-Q can also be used as a transition report in connection with a change in fiscal year-end when the transition period is less than 6 months. See SEC 3185 and Exchange Act Rules 13a-10 and 15d-10 for more information relating to transition reports in connection with changes in fiscal year-end.]
.12 What is the due date of a quarterly report on Form 10-Q?
The due date of a quarterly report on Form 10-Q is specified in General Instruction A(1) as follows:
- within 40 days after the end of each of the first three fiscal quarters by a registrant that meets the definition of a large accelerated filer or an accelerated filer;
- within 45 days after the end of each of the first three fiscal quarters by a registrant that meets neither the definition of an accelerated filer nor a large accelerated filer.
See SEC 3140.13 for information relating to the commencement of Form 10-Q reporting and the due date of a registrant’s first Form 10-Q following the effective date of its initial registration statement.
See SEC 3125 and Exchange Act Rule 12b-2 for information relating to the SEC’s definitions of the terms large accelerated filer and accelerated filer.
.13 What is the due date of the first Form 10-Q after the effectiveness of an initial registration statement?
The requirement to file quarterly reports begins with the first fiscal quarter following the most recent fiscal year or full quarter for which financial statements were included in the initial registration statement (e.g., Form S-1) of the issuer. A first-time registrant is required to file its first Form 10-Q by the later of:
- 45 days after the effective date of the initial registration statement or
- the date on which the Form 10-Q would have otherwise been due (i.e., if the issuer had been a reporting company as of its last fiscal quarter).
See Exchange Act Rules 13a-13 and 15d-13.
For example, if a calendar-year company’s initial registration statement on Form S-1 (which includes March 31, 2023 interim information) is declared effective on July 25, 2023, then its first Form 10-Q would be for the quarter ended June 30, 2023 and would be due no later than September 8, 2023 (i.e., 45 days after the effective date (July 25, 2023) since that is later than 45 days after June 30, 2023).
See SEC FRM 1330.4.
.14 Is Form 12b-25 potentially available to provide a limited extension to the due date of Form 10-Q in appropriate circumstances?
.2 Financial statements requirements
.21 Where can I find the financial statement requirements applicable to Form 10-Q
The financial statement requirements applicable to Form 10-Q are set forth under Part I-Item 1 of the form. Form 10-Q requires the financial statements specified in S-X 10-01 (a smaller reporting company may look to S-X 8-03). The financial statement periods to be provided are set forth in S-X 10-01(c) (S-X 8-03, including Instruction 1, for a smaller reporting company).
[Editor’s note: In addition to the balance sheets specifically required by the SEC’s rules, some registrants elect to provide a balance sheet as of the end of the comparative prior year quarter as supplemental disclosure in order to provide comparative financial condition information.]
See SAB Topic 6-G.2a for additional information on certain SEC staff interpretive positions on Form 10-Q disclosures. Additionally, see Chapter 29 of the PwC Financial Statement Presentation Guide for guidance on the preparation of interim financial statements.
.22 Do the interim financial statements included in a Form 10-Q need to be reviewed by an independent registered public accounting firm prior to filing?
Yes. See S-X 10-01(d) (S-X 8-03 for a smaller reporting company).
The SEC staff has stated that if management determines that it is appropriate to file a Form 10-Q before the auditor completes its review of the interim financial statements, then the Form 10-Q would be considered substantially deficient and not timely filed. The SEC staff has also stated that a Form 10-Q that is filed prior to completion of the auditor’s review of the interim financial statements should disclose that the report is deficient, label the financial statement columns as “not reviewed,” and describe how the registrant will remedy the deficiency. When the public accounting firm’s review of the interim financial statements is subsequently completed, the registrant should disclose this fact by amending its previously filed Form 10-Q. See SEC FRM 4410.3.
[Editor’s note: Any changes to the financial statements that are made in the amended filing must be evaluated to determine if they should be reported as the correction of an error.]
.221 Is the registrant required to include the review report of an independent registered public accounting firm in its Form 10-Q?
Generally, no. If the registrant states that a review was performed, a report from the independent registered public accounting firm must be filed. See SEC FRM 4410.1. However, a reference to such a review is not required, and in our experience, registrants rarely file a review report of an independent registered public accounting firm in the Form 10-Q.
[Editor’s note: We do not believe the reference to the completion of the auditor’s review in the circumstances described in the second paragraph of SEC 3140.22 would trigger a requirement to include a written review report.]
If a Form 10-Q that contains an interim review report is incorporated by reference in a previously filed registration statement under the Securities Act (e.g., an already effective Form S-3 or Form S-8), a public accounting firm's awareness letter should be provided as Exhibit 15 to the Form 10-Q. See S-K 601(b)(15), SEC 2400.7 and SEC FRM 4410.2.
See SEC 2300.33 regarding prospectus disclosure considerations relating to an interim review report included or incorporated in a Securities Act registration statement.
.9 Frequently asked questions
.901 Are there circumstances in which a combined Form 10-Q can be filed?
A parent and its subsidiary are allowed to file combined periodic reports in cases where (1) the parent owns substantially all of the stock of the subsidiary, (2) there are no more than nominal differences between the financial statements of the parent and the subsidiary, and (3) the non-financial disclosures of the parent and subsidiary are substantially similar, if the combined Form 10-Q includes certain other specified disclosures. These disclosures include, among other items, separate reviewed financial statements for each entity (in this context, the requirement is intended to apply to the primary financial statements), separate financial statement notes for areas which are different between the parent and the subsidiary (e.g., debt or capital structure), separate reports on disclosure controls and procedures for each entity, and separate CEO/CFO Certifications for each entity.
SEC FRM 1370 for additional guidance.
[Editor's note: Similar considerations apply to filing a combined annual report on Form 10-K.]
.902 Can a foreign private issuer that voluntarily files on domestic forms file its financial statements under home-country GAAP or IFRS as issued by the IASB?
Foreign private issuers that voluntarily file on domestic forms may file financial statements prepared under International Financial Reporting Standards (IFRS) as issued by the IASB without reconciliation to US GAAP. Foreign private issuers that voluntarily file on domestic forms may file financial statements prepared under home-country GAAP and provide a reconciliation to US GAAP under Item 18 of Form 20-F. In either case, the filings should prominently disclose that the company meets the foreign private issuer definition but is voluntarily filing on domestic forms. See SEC FRM 6120.6
.903 How should a change in an accounting principle be reflected in interim financial statements included in a Form 10-Q?
Interim financial statements reflecting a change in accounting principle should be prepared in conformity with ASC 270. Upon adoption of a new accounting standard in an interim period, the SEC staff has indicated that it expects registrants to provide both the annual and interim period disclosures prescribed by the new accounting standard, to the extent not duplicative, in each interim report filed prior to the first annual report that reflects the adoption of the standard. See SEC FRM 1500. Chapter 30.9 of the PwC Financial Statement Presentation Guide contains guidance on interim reporting consideration for changes in accounting.
[Editor's note: The registrant may also need to revise its prior audited financial statements in connection with a securities-related transaction (similar to the requirements relating to discontinued operations and changes in segment presentation). See SEC 2120.23 for situations where a new registration statement or a prospectus supplement are prepared after a new accounting pronouncement is adopted on a retrospective basis.]
See SEC 3140.904 for a discussion of the SEC’s preferability letter requirements relating to changes in accounting principles.
.904 What are the requirements for "preferability letters" related to changes in accounting principles in an interim period?
Under S-X 10-01(b)(6), the first Form 10-Q filed subsequent to the date of a material accounting change is required to include a letter from the registrant's independent registered public accounting firm indicating whether or not the change is to an alternative principle that, in their judgment, is preferable under the circumstances. SAB Topic 6-G.2b includes certain SEC staff positions on accounting principle changes and the need for preferability letters. A preferability letter is not required when the change is made in response to a standard adopted by the Financial Accounting Standards Board that requires such change.
S-K 601(b)(18) requires a registrant to file a preferability letter from its independent registered public accounting firm relating to any change in accounting principles or practices, or method of applying them, that affects the financial statements in the report being filed or that is reasonably certain to affect the financial statements of future fiscal years as an exhibit. Item 601 applies to both Form 10-Q and Form 10-K. A preferability letter is expected to be filed with the Form 10-K when a material change is adopted in the fourth fiscal quarter.
Accounting changes should be evaluated to determine if they would result in a consistency paragraph in the auditors’ report in accordance with PCAOB AS 2820.
A preferability letter is not required for a change in estimate affected by a change in accounting principle (see SEC FRM 4230.2.c.4). However, as with other changes in accounting principles, this type of change may only be made if it is preferable.
.905 Is a Form 10-Q required to be filed for a registrant’s fourth fiscal quarter?
No. However, disclosure relating to the registrant’s fourth fiscal quarter may be required in other circumstances (e.g., unusual or infrequent items, or disposal of an entity).
PwC. All rights reserved. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors.
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