We are counsel to an issuer in an underwritten offering of common stock off a Form S-3 shelf. The issuer had a good quarter, and we would like to include a snapshot of the results, or “flash numbers,” in the prospectus supplement.

Yes, issuers often disclose flash numbers in an offering document before the most recent financials in the offering document go “stale” and before filing a periodic report containing the full financial statements for the period. See our Desktop Staleness Calendar (summarizing staleness dates for the current year) or use our online calculator to determine the date (for any year). Market practice is to include this information under the heading “Recent Results” in the summary box of the offering document. See page 10 of this example. When a material transaction is completed before period-end that is expected to affect operating results going forward, issuers often include a discussion of the anticipated impact of the transaction in the offering document’s “Recent Results” Section of the summary or in the MD&A. See pages 43-44 of this example.

Some additional questions and points worth noting:

• How have the issuer’s flash numbers historically stacked up against its final numbers? Raising this question may inform any cautionary statements to be included about the reliability of flash numbers (or, at the extreme, may cut against including them).
• Does Regulation FD apply? Even if it does not specifically require disclosure (e.g., because discussion of the flash numbers first comes during the road show in a public offering) the issuer will want to consider whether to disclose these flash numbers in a press release prior to disclosing them to investors.
• It is tough to get “comfort” from accountants on flash numbers beyond that they have been derived from books and records.