Upload Form 10-Q queries.txt

Form 10-Q queries.txt

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+A. Rule as to Use of Form 1O-Q.
+
+
+
+1. Form 10-Q shall be used for quarterly reports under Section 13 or 15(d) of the
+Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), filed pursuant to Rule
+13a-13 (17 CFR 240.13a-13) or Rule 15d-13 (17 CFR 240.15d-13). A quarterly report
+on this Form pursuant to Rule 13a-13 or Rule 15d-13 shall be filed within the following
+period after the end of each of the first three fiscal quarters of each fiscal year, but no
+report need be filed for the fourth quarter of any fiscal year:
+
+
+
+a. 40 days after the end of the fiscal quarter for large accelerated filers and
+accelerated filers (as defined in 17 CFR § 240.12b-2); and
+
+
+
+b. 45 days after the end of the fiscal quarter for all other registrants.
+
+
+
+
+
+
+
+B. Application of General Rules and Regulations.
+
+
+
+1. The General Rules and Regulations under the Act contain certain general
+requirements which are applicable to reports on any form. These general requirements
+should be carefully read and observed in the preparation and filing of reports on this
+Form.
+
+
+
+2. Particular attention is directed to Regulation 12B which contains general
+requirements regarding matters such as the kind and size of paper to be used, the
+legibility of the report, the information to be given whenever the title of securities is
+required to be stated, and the filing of the report. The definitions contained in Rule
+12b-2 (17 CFR 240. 12b-2) should be especially noted. See also Regulations 13A and
+15D.
+
+
+
+
+
+
+
+C. Preparation of Report.
+
+
+
+1. This is not a blank form to be filled in. It is a guide copy to be used in preparing the
+report in accordance with Rules 12b -11 (17 CFR 240.12b-11) and 12b-12 (17 CFR
+240.12b-12). The Commission does not furnish blank copies of this Form to be filled
+in for filing.
+
+
+
+2. These general instructions are not to be filed with the report. The instructions to the
+various captions of the Form are also to be omitted from the report as filed.
+SEC 1296 (02-23) Potential persons who are to respond to the collection of information contained in this
+Form are not required to respond unless the Form displays a currently valid OMB
+control number.
+
+
+
+
+D. Incorporation by Reference.
+
+
+
+1. If the registrant makes available to its stockholders or otherwise publishes, within the
+period prescribed for filing the report, a document or statement containing
+information meeting some or all of the requirements of Part I of this Form, the
+information called for may be incorporated by reference from such published
+document or statement, in answer or partial answer to any item or items of Part I of
+this Form, provided copies thereof are filed as an exhibit to Part I of the report on this
+Form.
+
+
+
+
+
+2. Other information may be incorporated by reference in answer or partial answer to
+any item or items of Part II of this Form in accordance with the provisions of Rule
+12b-23 (17 CFR 240.12b-23).
+3. If any information required by Part I or Part II is incorporated by reference into an
+electronic format document from the quarterly report to security holders as provided
+in General Instruction D, any portion of the quarterly report to security holders
+incorporated by reference shall be filed as an exhibit in electronic format, as required
+by Item 601(b)(13) of Regulation S-K.
+
+
+
+
+
+
+
+
+
+E. Integrated Reports to Security Holders.
+Quarterly reports to security holders may be combined with the required information of
+Form 10-Q and will be suitable for filing with the Commission if the following conditions are
+satisfied:
+
+
+
+1. The combined report contains full and complete answers to all items required by Part
+I of this Form. When responses to a certain item of required disclosure are separated
+within the combined report, an appropriate cross-reference should be made.
+
+
+
+2. If not included in the combined report, the cover page, appropriate responses to Part
+II, and the required signatures shall be included in the Form 10-Q. Additionally, as
+appropriate, a cross-reference sheet should be filed indicating the location of
+information required by the items of the Form.
+
+
+
+3. If an electronic filer files any portion of a quarterly report to security holders in
+combination with the required information of Form 10-Q, as provided in this
+instruction, only such portions filed in satisfaction of the Form 10-Q requirements
+shall be filed in electronic format.
+
+
+
+
+
+
+
+
+
+
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+F. Filed Status of Information Presented.
+
+
+
+1. Pursuant to Rule 13a-13(d) and Rule 15d-13(d), the information presented in
+satisfaction of the requirements of Items 1, 2 and 3 of Part I of this Form, whether
+included directly in a report on this Form, incorporated therein by reference from a
+report, document or statement filed as an exhibit to Part I of this Form pursuant to
+Instruction D(1) above, included in an integrated report pursuant to Instruction E
+above, or contained in a statement regarding computation of per share earnings or a
+letter regarding a change in accounting principles filed as an exhibit to Part I pursuant
+to Item 601 of Regulation S-K (§ 229.601 of this chapter), except as provided by
+Instruction F(2) below, shall not be deemed filed for the purpose of Section 18 of the
+Act or otherwise subject to the liabilities of that section of the Act but shall be subject
+to the other provisions of the Act.
+
+
+
+
+
+2. Information presented in satisfaction of the requirements of this Form other than
+those of Items 1, 2 and 3 of Part I shall be deemed filed for the purpose of Section 18
+of the Act; except that, where information presented in response to Item 1 or 2 of Part
+I (or as an exhibit thereto) is also used to satisfy Part II requirements through
+incorporation by reference, only that portion of Part I (or exhibit thereto) consisting of
+the information required by Part II shall be deemed so filed.
+
+
+
+
+
+
+
+G. Signature and Filing of Report.
+
+
+
+
+
+If the report is filed in paper pursuant to a hardship exemption from electronic filing (see
+Item 201 et seq. of Regulation S-T (17 CFR 232.201 et seq.), three complete copies of the report,
+including any financial statements, exhibits or other papers or documents filed as a part thereof,
+and five additional copies which need not include exhibits must be filed with the Commission.
+At least one complete copy of the report, including any financial statements, exhibits or other
+papers or documents filed as a part thereof, must be filed with each exchange on which any class
+of securities of the registrant is registered. At least one complete copy of the report filed with the
+Commission and one such copy filed with each exchange must be manually signed on the
+registrant’s behalf by a duly authorized officer of the registrant and by the principal financial or
+chief accounting officer of the registrant. (See Rule 12b-11(d) (17 CFR 240.12b-11(d).) Copies
+not manually signed must bear typed or printed signatures. In the case where the principal
+executive officer, principal financial officer or chief accounting officer is also duly authorized to
+sign on behalf of the registrant, one signature is acceptable provided that the registrant clearly
+indicates the dual responsibilities of the signatory.
+
+
+
+
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+
+
+
+
+
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+H. Omission of Information by Certain Wholly-Owned Subsidiaries.
+
+
+
+If on the date of the filing of its report on Form 10-Q, the registrant meets the conditions
+specified in paragraph (1) below, then such registrant may omit the information called for in the
+items specified in paragraph (2) below.
+
+
+
+
+
+1. Conditions for availability of the relief specified in paragraph (2) below:
+
+
+
+a. All of the registrant’s equity securities are owned, either directly or indirectly, by
+a single person which is a reporting company under the Act and which has filed
+all the material required to be filed pursuant to Section 13, 14 or 15(d) thereof, as
+applicable;
+
+
+
+
+
+b. During the preceding thirty-six calendar months and any subsequent period of
+days, there has not been any material default in the payment of principal, interest,
+a sinking or purchase fund installment, or any other material default not cured
+within thirty days, with respect to any indebtedness of the registrant or its
+subsidiaries, and there has not been any material default in the payment of rentals
+under material long-term leases; and
+
+
+
+c. There is prominently set forth, on the cover page of the Form 10-Q, a statement
+that the registrant meets the conditions set forth in General Instruction H(1)(a) and
+(b) of Form 10-Q and is therefore filing this Form with the reduced disclosure
+format.
+
+
+
+
+
+2. Registrants meeting the conditions specified in paragraph (1) above are entitled to the
+following relief:
+
+
+
+a. Such registrants may omit the information called for by Item 2 of Part I,
+Management’s Discussion and Analysis of Financial Condition and Results of
+Operations, provided that the registrant includes in the Form 10-Q a
+management’s narrative analysis of the results of operations explaining the
+reasons for material changes in the amount of revenue and expense items between
+the most recent fiscal year-to-date period presented and the corresponding year to-date period in the preceding fiscal year.
+Explanations of material changes
+should include, but not be limited to, changes in the various elements which
+determine revenue and expense levels such as unit sales volume, prices charged
+and paid, production levels, production cost variances, labor costs and
+discretionary spending programs. In addition, the analysis should include an
+explanation of the effect of any changes in accounting principles and practices or
+method of application that have a material effect on net income as reported.
+
+
+
+b. Such registrants may omit the information called for in the following Part II
+Items: Item 2, Changes in Securities; Item 3, Defaults Upon Senior Securities.
+c. Such registrants may omit the information called for by Item 3 of Part I,
+Quantitative and Qualitative Disclosures About Market Risk.
+
+
+UNITED STATES
+SECURITIES AND EXCHANGE COMMISSION
+Washington, D.C. 20549
+FORM 10-Q
+(Mark One)
+[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
+EXCHANGE ACT OF 1934
+For the quarterly period ended
+or
+[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
+EXCHANGE ACT OF 1934
+For the transition period from to
+Commission File Number:
+(Exact name of registrant as specified in its charter)
+(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
+(Address of principal executive offices) (Zip Code)
+(Registrant’s telephone number, including area code)
+(Former name, former address and former fiscal year, if changed since last report)
+Securities registered pursuant to Section 12(b) of the Act:
+Title of each class Trading Symbol(s) Name of each exchange on which registered
+SEC 1296 (02-23) Potential persons who are to respond to the collection of information contained in this
+Form are not required to respond unless the Form displays a currently valid OMB
+control number.
+
+
+
+
+
+
+
+Indicate by check mark whether the registrant (1) has filed all reports required to be filed
+by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
+(or for such shorter period that the registrant was required to file such reports), and (2) has been
+subject to such filing requirements for the past 90 days. ☐ Yes ☐ No
+Indicate by check mark whether the registrant has submitted electronically every
+Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
+of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
+required to submit such files). ☐ Yes ☐ No
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
+filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
+the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
+"emerging growth company" in Rule 12b-2 of the Exchange Act.
+Large accelerated filer ☐ Accelerated filer ☐
+Non-accelerated filer ☐ Smaller reporting company ☐
+Emerging growth company ☐
+If an emerging growth company, indicate by check mark if the registrant has elected not to use
+the extended transition period for complying with any new or revised financial accounting
+standards provided pursuant to Section 13(a) of the Exchange Act. ☐
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
+Exchange Act).
+☐ Yes ☐ No
+APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
+DURING THE PRECEDING FIVE YEARS:
+Indicate by check mark whether the registrant has filed all documents and reports required to be
+filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
+distribution of securities under a plan confirmed by a court.
+☐ Yes ☐ No
+APPLICABLE ONLY TO CORPORATE ISSUERS:
+Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of
+the latest practicable date.
+PART I—FINANCIAL INFORMATION
+Item 1. Financial Statements.
+Provide the information required by Rule 10-01 of Regulation S-X (17 CFR Part 210). A
+smaller reporting company, defined in Rule 12b-2 (§ 240.12b-2 of this chapter) may provide the
+information required by Article 8-03 of Regulation S-X (§ 210.8-03 of this chapter).
+
+
+Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
+Operations.
+Furnish the information required by Item 303 of Regulation S-K (§ 229.303 of this
+chapter).
+Item 3. Quantitative and Qualitative Disclosures About Market Risk.
+Furnish the information required by Item 305 of Regulation S-K (§ 229.305 of this
+chapter).
+Item 4. Controls and Procedures.
+Furnish the information required by Item 307 of Regulation S-K (§ 229.307 of this chapter)
+and Item 308(c) of Regulation S-K (§229.308(c) of this chapter).
+PART II—OTHER INFORMATION
+Instruction. The report shall contain the item numbers and captions of all applicable items
+of Part II, but the text of such items may be omitted provided the responses clearly indicate the
+coverage of the item. Any item which is inapplicable or to which the answer is negative may be
+omitted and no reference thereto need be made in the report. If substantially the same
+information has been previously reported by the registrant, an additional report of the
+information on this Form need not be made. The term “previously reported” is defined in Rule
+12b-2 (17 CFR 240. 12b-2). A separate response need not be presented in Part II where
+information called for is already disclosed in the financial information provided in Part I and is
+incorporated by reference into Part II of the report by means of a statement to that effect in Part
+II which specifically identifies the incorporated information.
+Item 1. Legal Proceedings.
+Furnish the information required by Item 103 of Regulation S-K (§ 229.103 of this
+chapter). As to such proceedings which have been terminated during the period covered by the
+report, provide similar information, including the date of termination and a description of the
+disposition thereof with respect to the registrant and its subsidiaries.
+Instruction. A legal proceeding need only be reported in the 10-Q filed for the quarter in
+which it first became a reportable event and in subsequent quarters in which there have been
+material developments. Subsequent Form 10-Q filings in the same fiscal year in which a legal
+proceeding or a material development is reported should reference any previous reports in that
+year.
+Item 1A. Risk Factors.
+Set forth any material changes from risk factors as previously disclosed in the registrant's Form
+10-K (§249.310) in response to Item 1A. to Part 1 of Form 10-K. Smaller reporting companies
+are not required to provide the information required by this item.
+
+
+Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
+(a) Furnish the information required by Item 701 of Regulation S-K (17 CFR 229.701) as to all
+equity securities of the registrant sold by the registrant during the period covered by the
+report that were not registered under the Securities Act. If the Item 701 information
+previously has been included in a Current Report on Form 8-K (17 CFR 249.308), however,
+it need not be furnished.
+(b) If required pursuant to Rule 463 (17 CFR 230.463) of the Securities Act of 1933, furnish the
+information required by Item 701(f) of Regulation S-K (§ 229.701(f) of this chapter).
+(c) Furnish the information required by Item 703 of Regulation S-K (§ 229.703 of this chapter)
+for any repurchase made in the quarter covered by the report. Provide disclosures covering
+repurchases made on a monthly basis. For example, if the quarter began on January 16 and
+ended on April 15, the chart would show repurchases for the months from January 16
+through February 15, February 16 through March 15, and March 16 through April 15.
+Instruction. Working capital restrictions and other limitations upon the payment of dividends are
+to be reported hereunder.
+Item 3. Defaults Upon Senior Securities.
+(a) If there has been any material default in the payment of principal, interest, a sinking or
+purchase fund installment, or any other material default not cured within 30 days, with
+respect to any indebtedness of the registrant or any of its significant subsidiaries exceeding 5
+percent of the total assets of the registrant and its consolidated subsidiaries, identify the
+indebtedness and state the nature of the default. In the case of such a default in the payment
+of principal, interest, or a sinking or purchase fund installment, state the amount of the
+default and the total arrearage on the date of filing this report.
+Instruction. This paragraph refers only to events which have become defaults under the
+governing instruments, i.e., after the expiration of any period of grace and compliance with any
+notice requirements.
+(b) If any material arrearage in the payment of dividends has occurred or if there has been any
+other material delinquency not cured within 30 days, with respect to any class of preferred
+stock of the registrant which is registered or which ranks prior to any class of registered
+securities, or with respect to any class of preferred stock of any significant subsidiary of the
+registrant, give the title of the class and state the nature of the arrearage or delinquency. In
+the case of an arrearage in the payment of dividends, state the amount and the total arrearage
+on the date of filing this report.
+Instructions to Item 3.
+1. Item 3 need not be answered as to any default or arrearage with respect to any class of
+securities all of which is held by, or for the account of, the registrant or its totally held
+subsidiaries.
+2. The information required by Item 3 need not be made if previously disclosed on a
+report on Form 8-K (17 CFR 249.308).
+Item 4. Mine Safety Disclosures.
+If applicable, provide a statement that the information concerning mine safety violations or
+other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street
+Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is
+included in exhibit 95 to the quarterly report.
+Item 5. Other Information.
+(a) The registrant must disclose under this item any information required to be disclosed in a
+report on Form 8-K during the period covered by this Form 10-Q, but not reported, whether
+or not otherwise required by this Form 10-Q. If disclosure of such information is made under
+this item, it need not be repeated in a report on Form 8-K which would otherwise be required
+to be filed with respect to such information or in a subsequent report on Form 10-Q; and
+(b) Furnish the information required by Item 407(c)(3) of Regulation S-K (§ 229.407 of this
+chapter).
+(c) Furnish the information required by Item 408(a) of Regulation S-K (17 CFR 229.408(a)).
+Item 6. Exhibits.
+Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).