The 10-Q disclosure checklist, scoped to your company
Sixty-two cited requirements, minus the ones you do not have. Tell it what is on your balance sheet and what happened this quarter, and it shows what is actually left - then flags any N/A that contradicts what you just said.
Drives the SOX 404(b) auditor attestation: not owed on these facts. Not sure which you are? The deadline calendar works it out from float and revenue.
Untick only what the company genuinely does NOT have. Anything unticked is scoped out of the checklist.
Tick only what actually happened this quarter.
PART I. Item 1: Financial Statements
Form 10-Q must present an interim balance sheet as of the most recent fiscal quarter-end and a balance sheet as of the preceding fiscal year-end; income statements for the most recent quarter, the year-to-date period, and the corresponding prior-year periods; and cash-flow statements for the year-to-date and corresponding prior-year period. SRCs need not present a separate statement of changes in equity but must explain material changes.
Interim statements may be condensed: balance-sheet captions for each component >=10% of total assets (cash and retained earnings always shown; current totals if the annual balance sheet is classified); income captions for each item exceeding 20% of revenue, plus the tax provision and discontinued operations; and cash flows by operating, investing, and financing activity.
A prior-year balance sheet derived from audited statements must be labeled 'derived from audited financial statements' (or unlabeled); condensed statements must carry the legend that certain GAAP information has been condensed or omitted under SEC rules; and a note that the interim statements should be read with the latest Form 10-K must be included.
The cover page must include registrant identification, the Section 12(b) registration table (title of class, ticker, exchange), filer-status checkboxes (large accelerated / accelerated / non-accelerated / SRC / EGC), shell-company status, and the number of shares outstanding as of the latest practicable date; cover-page data is tagged in Inline XBRL (Exhibit 104).
Reg S-X 4-08 general notes apply to interim statements where material: principles of consolidation, assets subject to lien, defaults on debt (4-08(c)), preferred-share redemption disclosures, restrictions on dividends and related-company transfers (4-08(e)), and components of income-tax expense (4-08(h)).
PART I. Item 1: Footnotes (U.S. GAAP. Core)
Disclose disaggregated revenue by categories depicting how revenue and cash flows are affected by economic factors, and significant changes in contract asset/liability balances and remaining performance obligations, on an interim basis.
Disclose the nature and amount of any material change in long-term contract revenue or cost estimates (e.g., cumulative catch-up adjustments under the over-time method) since the latest annual report.
Disclose the components of inventory. Raw materials, work in process, and finished goods. On the face of the balance sheet or in the notes, and material write-downs to net realizable value.
Recognize and disclose an allowance for current expected credit losses on trade and other receivables, including methodology and assumptions and, if material, a roll-forward of the allowance for the interim period.
Disclose material interim lease activity. Lease cost, variable lease payments not in the liability, and significant new or modified leases. And any material change since the last annual report.
Disclose the nature and amount of material new borrowings, debt modifications or extinguishments, and key covenant terms and compliance status.
Disclose objectives and strategies for derivative instruments, fair values and balance-sheet locations, and gains/losses by income-statement line. For equity-linked instruments such as warrants, document and disclose the ASC 815-40 equity-vs-liability classification analysis; liability-classified warrants are remeasured at fair value each period through earnings.
Warrant classification under ASC 815-40 is a recurring SEC focus and a leading restatement driver among small-caps. Re-confirm classification every quarter the instrument terms change.
Disclose fair value measurements by hierarchy level, valuation techniques and significant inputs, transfers between levels, and a Level 3 reconciliation (rollforward). Required for interim as well as annual periods.
For debt securities, disclose amortized cost, fair value, and unrealized gains/losses by category and maturity information; for equity securities, the portion of unrealized gains and losses for the period relating to securities still held at the reporting date.
Publicly traded companies must disclose the fair value of financial instruments in interim summarized financial information. Under ASU 2016-01, the change in a financial liability's fair value attributable to instrument-specific credit risk is presented separately in OCI. Where the fair-value option is elected, the ASC 825-10-50-28 disclosures apply.
Contingencies and uncertainties that could affect the fairness of the interim presentation must be disclosed in the same manner as in annual reports, assessed for materiality against the annual financial statements, and updated each period until removed, resolved, or immaterial. Gain contingencies are not recognized before realization; any disclosure must avoid misleading implications as to likelihood (ASC 450-30-50).
Loss contingencies that are at least reasonably possible require disclosure even when no amount is accrued.
Disclose the nature of operations, the use of estimates, significant estimates vulnerable to material near-term change, and current vulnerability from concentrations (major customers, suppliers, lenders, products, geographic areas, labor) where a severe near-term impact is at least reasonably possible.
Compute interim tax using an estimated annual effective tax rate applied to year-to-date ordinary income; disclose material changes in the rate and in uncertain tax positions since the latest 10-K.
Discrete items (e.g., a valuation-allowance change) are recognized in the period incurred, not spread through the annual effective rate.
Disclose material changes in capitalization since the last annual statements and provide an analysis of changes in stockholders' equity for the current and year-to-date interim periods; state the EPS computation basis, share counts, and antidilutive securities excluded. Where participating securities exist, apply the two-class method (ASC 260-10-45-60B).
Present the components of comprehensive income and the effects of significant amounts reclassified out of accumulated OCI, by component, in interim periods.
For each reportable segment disclose external and intersegment revenue, a measure of segment profit/loss, and a reconciliation to consolidated income. Under ASU 2023-07 (interim, fiscal years beginning after Dec 15, 2024) also disclose the significant expense categories regularly provided to the CODM and the CODM's measure of segment profit.
ASU 2023-07 applies even to single-reportable-segment entities. Do not assume an exemption.
ASC 718 full disclosures are required annually; for interim periods, ASC 270 requires disclosure of significant changes since the last annual report. Nature/terms of new awards, income-statement effect, valuation method, and cash-flow effect.
Disclose the nature of related-party relationships, a description of transactions and amounts for each period presented, and amounts due to or from related parties at each balance-sheet date.
Disclose total research and development costs charged to expense in each period presented; for R&D funded by others (ASC 730-20), the nature of the obligation and amounts earned and costs incurred.
For standards issued but not yet effective, disclose the existence of the standard, the required/planned adoption date and method, and the expected impact (quantified if known; if immaterial or undetermined, so state).
Management must evaluate, each interim and annual period, whether conditions raise substantial doubt about the entity's ability to continue as a going concern for one year after issuance. If substantial doubt exists, disclose the principal conditions, management's evaluation, and whether plans alleviate the doubt, using the term 'substantial doubt' when not alleviated.
Substantial doubt typically triggers an auditor emphasis-of-matter paragraph (PCAOB AS 3105 / AS 2415). Engage your auditor before filing. Heavily scrutinized for clinical-stage and micro-cap issuers.
Evaluate subsequent events through the date the financial statements are issued. Disclose the nature of material nonrecognized subsequent events and an estimate of their financial effect (or state that an estimate cannot be made). Note: SEC filers are NOT required to disclose the date through which subsequent events were evaluated (ASU 2010-09). That requirement applies to non-SEC filers.
Disclose supplemental cash-flow information. Income taxes paid and interest paid. And information about noncash investing and financing activities.
PART I. Items 2-4
MD&A must compare the current quarter and year-to-date results with the prior-year comparable periods and discuss material changes in results of operations, liquidity, and capital resources, including known trends and uncertainties. (Item 303 as amended in 2021; the interim impact of inflation need not be separately discussed.) SRCs may provide scaled MD&A; non-SRC filers must provide full, non-scaled MD&A.
Any non-GAAP measure must be presented with the most directly comparable GAAP measure with equal or greater prominence, a quantitative reconciliation, a usefulness statement, and must not be misleading or individually tailored.
Non-GAAP presentation is the SEC staff's single most frequent comment-letter topic.
Update critical accounting estimates where there has been a material change in the estimate or its underlying assumptions or sensitivity since the latest annual report.
Item 305 requires quantitative and qualitative disclosures about market risk (interest-rate, FX, commodity, and equity-price risk).
Disclose management's conclusion on the effectiveness of disclosure controls and procedures as of period-end, and any change in ICFR during the quarter that materially affected, or is reasonably likely to materially affect, ICFR; Section 302 and 906 certifications must be filed and consistent.
A material change in ICFR during the quarter must be disclosed even if there is no material weakness.
PART II. Other Information
Disclose any legal proceeding that became a reportable event during the quarter and any material developments in previously reported proceedings, referencing earlier reports in the same fiscal year.
Disclose material changes from the risk factors in the most recent Form 10-K. SRCs are not required to provide quarterly risk-factor updates but should disclose material changes; consider whether a material cybersecurity development requires an update.
Disclose unregistered sales of equity securities during the quarter not previously reported on Form 8-K (Item 701) and any issuer purchases of its own equity securities (Item 703).
Disclose any material default in the payment of principal or interest, and any material dividend arrearage or other delinquency not cured within 30 days on registered senior/preferred securities.
Disclose any Form 8-K-reportable event not reported, and. Per Item 408(a). Whether any director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule-10b5-1 trading arrangement during the quarter, with material terms. Provided in Inline XBRL.
This is an affirmative disclosure. State that there were none if no arrangements were adopted, modified, or terminated this quarter.
File required exhibits including the Section 302 certifications (31.1/31.2), the Section 906 certification (32), and an awareness letter where applicable; and tag all financial statements and cover-page data in Inline XBRL per Rule 405 of Regulation S-T.
PART III. Significant Interim U.S. GAAP (ASC 270)
If interim COGS is determined using an estimated gross-profit method or a method differing from the annual physical-inventory method, disclose the method used and any significant adjustments from reconciliation with the annual physical inventory.
Costs and expenses that cannot be readily identified with the activities or benefits of other interim periods are charged to the interim period incurred, with disclosure of the nature and amount of such items.
If revenues are subject to material seasonal variation, disclose the seasonal nature of the business so interim results are not taken as indicative of full-year results.
Gains or losses from disposal of a component, unusual or infrequently occurring items, and events material to interim results must be reported separately and included in the determination of net income for the interim period in which they occur.
Informational only - not audit, attest or legal advice. This is management's preparation aid for Form 10-Q; your auditor and counsel test every conclusion against the actual document.
An interim report is not a shorter annual report
The condensation permitted by Regulation S-X Rule 10-01 applies to the face of the financial statements, not to the judgment behind them. ASC 270 treats each interim period as an integral part of the annual period, which means the question at the quarter is not "what did we disclose last year" but "what has changed since, and would a reader of the last annual report be misled without it". That is a harder question than the annual one, because the answer is different every quarter and the deadline is shorter.
Most 10-Q disclosure misses are footnote misses, and most footnote misses are US GAAP rather than Regulation S-K - which is why company size protects you far less than people expect. The smaller-reporting-company accommodations at the interim date are narrow, chiefly Item 305 market risk. ASC 606 interim disaggregation, ASC 842 lease disclosure, ASC 326 credit losses, fair-value levelling and segment data all apply on their own terms whatever the float.
So the work is scoping, then contradiction-checking. A sixty-two item list handed to a company with no derivatives, no pension and no equity-method investments is mostly noise, and noise is what makes people stop reading checklists properly. Scoping the list to what the company actually has is what makes the remaining items worth reading - and once they are scoped, the N/A answers that contradict the profile become visible instead of disappearing into the length.
What this tool does not do
This is management's preparation aid for an interim report, not a review. It applies Reg S-X Rule 10-01, ASC 270 and the interim limbs of the individual standards to the profile you enter; it cannot read the 10-Q you have drafted. Unanswered items count as open on purpose - an unanswered disclosure question in a real filing is open too. Scoping depends entirely on the balances and events you tick, and the citations are rule-dated.
- Read your 10-Q - it scopes the requirements, it does not check your document against them
- Decide whether an interim change is significant enough to disclose under ASC 270-10-50-1, which is judgment
- Segment, tax or fair-value COMPUTATIONS - it asks whether the disclosure is present, not whether the number is right
- Industry regimes and Reg S-X articles other than Article 10
- The Item 4 controls conclusion itself, which follows from your own evaluation and any material weakness
- Your auditor's interim review under AS 4105, which is a separate exercise with its own procedures
Frequently asked questions
What has to be in a Form 10-Q?
Part I carries the interim financial statements under Regulation S-X Rule 10-01, MD&A under Item 303, market-risk disclosure under Item 305 and the Item 4 controls conclusion. Part II carries legal proceedings, risk-factor changes, unregistered sales, defaults, mine safety, other information and exhibits. The interim statements are condensed but the disclosure obligation is not - ASC 270-10-50 requires enough detail that the interim period is not misleading read against the last annual report.
Which periods does a 10-Q have to present?
A balance sheet as of the most recent fiscal quarter end and as of the preceding fiscal year end; income statements for the quarter and for the year to date with the comparable prior-year periods; and cash flows for the year to date with the comparable prior-year period (Reg S-X Rule 10-01(a)(1) to (3)).
Do smaller reporting companies have fewer 10-Q disclosures?
Some, not many. The quantitative and qualitative market-risk disclosure of Item 305 is the main interim carve-out. Most of the footnote obligations are US GAAP rather than Regulation S-K and apply regardless of size, which is the commonest thing this checklist corrects.
What does ASC 270 actually require at the interim date?
That the interim period is treated as an integral part of the annual period, with disclosure of significant changes since the last annual report: seasonality, unusual items, changes in estimates, significant events, and the interim disclosures individual standards call for on their own terms - revenue disaggregation, segment data, fair-value levels and so on.
Why does a disclosure checklist flag my own N/A answers?
Because the two most common ways a required footnote goes missing are a fast pass down a long list and a profile that was never read. If the company profile says there are leases and the lease disclosure is then marked not applicable, one of those two statements is wrong. The tool names the conflict and refuses to pick a winner.