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SEC Form 10-Q (Quarterly Report)

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    Overview

    The Form 10-Q is the quarterly report that public companies file with the SEC. The structure is the same every quarter — Part I (Financial Statements, MD&A, Market Risk, Controls and Procedures) and Part II (Legal Proceedings, Risk Factors, Unregistered Sales, Defaults, Mine Safety, Other Information, Exhibits) — but the real work is updating only what changed and keeping narrative consistent with the 10-K and prior 10-Q. Deadlines are tight: 40 days for accelerated filers and 45 days for non-accelerated filers after quarter-end. This skill guides you from filer status and deadline through a pre-filled shell, delta-focused drafting for each narrative item (with strict “material changes only” for Risk Factors and clear Controls language), a consistency checklist, and validation before filing.

    Example Conversation

    You: We need to draft the narrative sections for our Q2 10-Q. We’re an accelerated filer; quarter ended June 30, 2025. I have last quarter’s 10-Q and our 10-K in the workspace. One new litigation matter and no material change to risk factors. Controls are effective, no change in ICFR.

    Agent: I’ll use the 10-Q shell and focus on deltas. Filer status: accelerated, so your deadline is 40 days after June 30 — August 9, 2025. I’ve pre-filled the shell with the Part I and Part II item structure. For Part II Item 1 (Legal Proceedings) I need: case name, court, status, and relief sought for the new matter so we can add it in the right format. For Item 1A (Risk Factors) I’ll add a short statement that there have been no material changes to the risk factors previously disclosed in the 10-K and Q1 10-Q. For Item 4 (Controls and Procedures) I’ll use the “no change in ICFR” and “DCP effective” language from the controls reference. I’ll then run the validator.

    You: The new matter is Smith v. Meridian Industries, Inc., in the District Court for the Southern District of Texas, filed May 2025. Putative class action seeking damages; we’re in initial pleadings. No other legal updates.

    Agent: I’ve updated the draft at output/form-10q-q2-2025.md with: (1) Legal Proceedings — added Smith v. Meridian with court, filing date, and relief sought; (2) Risk Factors — “There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025”; (3) Controls and Procedures — evaluation date, DCP effective, no changes in ICFR. I’ve also added a short “What we still need from finance/legal” list (exhibit index updates when certifications are ready). Running the validator now.

    Agent: Running validate_10q on output/form-10q-q2-2025.md

    0 errors | 0 warnings | 4 info

    Item coverage: Part I items 1–4 and Part II items 1, 1A, 2–6 detected. No legal-proceedings contradiction. Risk Factors section is brief and framed as material changes. Period phrase “quarter ended June 30, 2025” appears. Exhibit 31 and 32 noted in the exhibit index. Ready for counsel review and insertion of financial statements and MD&A.

    Sample Output Excerpt

    Below is a representative excerpt from a Form 10-Q draft: Part II Item 1 (Legal Proceedings), Item 1A (Risk Factors), and Item 4 (Controls and Procedures).


    PART II — OTHER INFORMATION

    In May 2025, a putative class action complaint was filed against the Company in the United States District Court for the Southern District of Texas, Smith v. Meridian Industries, Inc., No. 4:25-cv-01892. The complaint seeks unspecified damages and other relief. The Company is in the initial pleading stage and intends to defend the matter vigorously. Other than as described above, there have been no material changes to the legal proceedings previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

    Item 1A. Risk Factors

    There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

    Item 4. Controls and Procedures

    Evaluation of disclosure controls and procedures. As of June 30, 2025, the end of the period covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective.

    Changes in internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

    Extension Tools

    The skill includes one extension tool that validates a drafted Form 10-Q for required structure, consistency, and common compliance pitfalls.

    validate_10q scans the draft and reports errors, warnings, and informational findings in six areas:

    Required item coverage — Verifies that Part I contains Items 1 (Financial Statements), 2 (MD&A), 3 (Market Risk — or “Not applicable”), and 4 (Controls and Procedures), and that Part II contains Items 1 (Legal Proceedings), 1A (Risk Factors), 2 (Unregistered Sales/Use of Proceeds), 3 (Defaults), 4 (Mine Safety), 5 (Other Information), and 6 (Exhibits). Missing required items are reported as errors; Item 3 and Part II Items 3 and 4 may be omitted if not applicable and are flagged as warnings if missing.

    Legal Proceedings contradiction — If the document states that there are no material legal proceedings (or similar phrasing) but the Legal Proceedings section also lists litigation (e.g. case name, court, plaintiff/defendant, relief sought), the tool reports an error so counsel can remove the contradiction or align the disclosure.

    Risk Factors — material changes only — Form 10-Q Item 1A requires disclosure of material changes to risk factors, not a full restatement. The validator (1) flags a warning if the Risk Factors section exceeds about 2,500 words, suggesting shortening to delta updates and mapping to existing headings; (2) suggests adding “material changes to risk factors” framing if the section is substantive but lacks that language.

    Dates and periods — Checks that the draft uses a consistent reporting period (e.g. “quarter ended June 30, 2025” or “three months ended June 30, 2025”). Multiple inconsistent period formulations trigger a warning; absence of any clear period phrase also triggers a warning.

    Exhibits (Item 6) — Verifies that the exhibit index or narrative references Exhibit 31 (Section 302 certifications) and Exhibit 32 (Section 906 certifications), which are typically included with the 10-Q. Missing references are reported as warnings.

    Placeholders — Scans for unfilled placeholders such as [Placeholder: ...] or bracketed fields (e.g. EIN, File No., State, Period End Date) and reports them as warnings so they can be replaced before filing.

    The validator outputs a short report (errors, warnings, info) that the agent can use to revise the draft before finalization.

    Getting Started

    Add your source materials to the project workspace — prior quarter 10-Q, most recent 10-K, quarterly financial highlights, legal update memo, controls subcertifications summary, and any exhibit updates — then activate the SEC Form 10-Q (Quarterly Report) skill. The agent will confirm filer status and deadline, pre-fill the 10-Q shell, draft each narrative section with delta-focused questions, apply the Risk Factors (material changes only) and Controls decision tree, produce a consistency checklist and “what we still need” list, and validate the draft.

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