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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.
-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.
-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).