UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

OMB APPROVAL 

OMB Number: 3235-0070 

Expires: September 30, 2025 

Estimated average burden 

hours per response.........180.18 

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: 

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 

2 of 10 
 

 

 

 

 

 

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 

3 of 10 
 

 

 

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 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. 

4 of 10 
 

 

 

 

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). 

6 of 10 
 

 

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. 

7 of 10 
 

 

 

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. 

8 of 10 
 

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). 

9 of 10 
 

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. 

10 of 10