Form SEC-1296 Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q
GENERAL INSTRUCTIONS
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:

B.

C.

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.

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.

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
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D.

E.

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.

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:

F.

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.

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
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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.

G.

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.

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

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subsidiaries, and there has not been any material default in the payment of rentals
under material long-term leases; and
c.

2.

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.

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 yearto-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.

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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

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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 ☐
Non-accelerated filer ☐

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).
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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.

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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.

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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).

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SIGNATURES*
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
Date
(Signature) **

Date

(Signature) **

** Print name and title of the signing officer under his signature.

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