August 6, 2020 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 27, 2020

Commission file number 1-13293

The Hillman Companies, Inc.

(Exact name of registrant as specified in its charter)


Delaware						23-2874736
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

10590 Hamilton Avenue

45231

Cincinnati

Ohio

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (513) 851-4900

Securities registered pursuant to Section 12(g) of the Act: None

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒ (Do not check if a smaller reporting company)

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. Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of Class	Trading symbols	Name of Each Exchange on Which Registered
11.6% Junior Subordinated Debentures		None
Preferred Securities Guaranty		None

On August 6, 2020, 5,000 shares of the Registrant’s common stock were issued and outstanding and 4,217,724 Trust Preferred Securities were issued and outstanding by the Hillman Group Capital Trust. The Trust Preferred Securities trade on the NYSE Amex under symbol HLM.Pr.

Table of Contents

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES

INDEX


PART I. FINANCIAL INFORMATION			PAGE

Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4.	Controls and Procedures	32
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
SIGNATURES			34

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THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(dollars in thousands, except per share amounts)


	June 27, 2020		December 28, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	18,604	$	19,973
Accounts receivable, net of allowances of $1,444 ($1,891 - 2019)	148,798		88,374
Inventories, net	319,395		323,496
Other current assets	7,495		8,828
Total current assets	494,292		440,671
Property and equipment, net of accumulated depreciation of $211,133 ($179,791 - 2019)	192,092		205,160
Goodwill	817,099		819,077
Other intangibles, net of accumulated amortization of $260,870 ($232,060 - 2019)	853,400		882,430
Operating lease right of use assets	80,405		81,613
Deferred tax asset	1,916		702
Other assets	11,298		11,557
Total assets	$	2,450,502	$	2,441,210
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	128,661	$	125,042
Current portion of debt and capital leases	11,400		11,358
Current portion of operating lease liabilities	11,844		11,459
Accrued expenses:
Salaries and wages	18,251		12,937
Pricing allowances	8,164		6,553
Income and other taxes	6,287		5,248
Interest	24,110		14,726
Other accrued expenses	28,226		21,545
Total current liabilities	236,943		208,868
Long term debt	1,596,388		1,584,289
Deferred tax liabilities	186,892		196,437
Operating lease liabilities	72,615		73,227
Other non-current liabilities	31,443		33,287
Total liabilities	$	2,124,281	$	2,096,108
Commitments and contingencies (Note 6)
Stockholder's Equity:
Preferred stock, $.01 par, 5,000 shares authorized, none issued or outstanding at June 27, 2020 and December 28, 2019	—		—
Common stock, $.01 par, 5,000 shares authorized, issued and outstanding at June 27, 2020 and December 28, 2019	—		—
Additional paid-in capital	556,028		553,359
Accumulated deficit	(190,197)		(176,217)
Accumulated other comprehensive loss	(39,610)		(32,040)
Total stockholder's equity	326,221		345,102
Total liabilities and stockholder's equity	$	2,450,502	$	2,441,210

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

(dollars in thousands)


	Thirteen Weeks Ended June 27, 2020		Thirteen Weeks Ended June 29, 2019		Twenty-six Weeks Ended June 27, 2020		Twenty-six Weeks Ended June 29, 2019
Net sales	$	346,710	$	324,628	$	642,546	$	612,287
Cost of sales (exclusive of depreciation and amortization shown separately below)	196,402		181,309		362,813		347,230
Selling, general and administrative expenses	94,970		96,883		184,723		188,718
Depreciation	17,230		16,655		34,747		32,471
Amortization	14,865		14,684		29,713		29,449
Management fees to related party	196		125		321		256
Other expense	2,319		6,426		55		5,352
Income from operations	20,728		8,546		30,174		8,811
Interest expense, net	23,878		26,064		47,058		52,627
Interest expense on junior subordinated debentures	3,184		3,152		6,336		6,304
(Gain) loss on mark-to-market adjustment of interest rate swap	(308)		1,789		1,942		2,902

Investment income on trust common securities	(94)		(94)		(189)		(189)
Loss before income taxes	(5,932)		(22,365)		(24,973)		(52,833)
Income tax (benefit) expense	(1,703)		(2,869)		(10,993)		1,931
Net loss	$	(4,229)	$	(19,496)	$	(13,980)	$	(54,764)
Net loss from above	$	(4,229)	$	(19,496)	$	(13,980)	$	(54,764)
Other comprehensive loss:
Foreign currency translation adjustments	3,643		2,547		(7,570)		5,326
Total other comprehensive income (loss)	3,643		2,547		(7,570)		5,326
Comprehensive loss	$	(586)	$	(16,949)	$	(21,550)	$	(49,438)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(dollars in thousands)


	Twenty-six Weeks Ended June 27, 2020		Twenty-six Weeks Ended June 29, 2019
Cash flows from operating activities:
Net loss	$	(13,980)	$	(54,764)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	64,460		61,920
Deferred income taxes	(10,632)		1,326
Deferred financing and original issue discount amortization	1,879		1,859
Stock-based compensation expense	2,669		662

Asset impairment	210		6,800
Gain on disposal of property and equipment	(337)		(121)
Change in fair value of contingent consideration	(1,300)		—
Other non-cash interest and change in value of interest rate swap	1,942		2,902
Changes in operating items:
Accounts receivable	(61,318)		(13,394)
Inventories	592		(2,000)
Other assets	1,307		9,485
Accounts payable	4,475		7,540
Other accrued liabilities	12,306		7,764
Accrued interest	9,384		(5,206)

Net cash provided by operating activities	11,657		24,773
Cash flows from investing activities:
Acquisition of business, net of cash received	(800)		—
Capital expenditures	(22,196)		(27,771)
Proceeds from sale of property and equipment	—		7,612

Net cash used in investing activities	(22,996)		(20,159)
Cash flows from financing activities:
Repayments of senior term loans	(5,304)		(7,956)


Borrowings on revolving credit loans	66,000		12,500
Repayments of revolving credit loans	(50,000)		(20,200)
Principal payments under finance and capitalized lease obligations	(411)		(283)



Net cash provided by (used in) financing activities	10,285		(15,939)
Effect of exchange rate changes on cash	(315)		44
Net decrease in cash and cash equivalents	(1,369)		(11,281)
Cash and cash equivalents at beginning of period	19,973		28,234
Cash and cash equivalents at end of period	$	18,604	$	16,953
Supplemental disclosure of cash flow information:
Interest paid on junior subordinated debentures, net	$	4,076	$	6,115
Interest paid	33,922		54,072
Income taxes paid	100		400

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(dollars in thousands)


	Common Stock		Additional Paid-in-capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders Equity
Twenty-six weeks ended June 27, 2020
Balance at December 28, 2019	$	—	$	553,359	$	(176,217)	$	(32,040)	$	345,102
Net loss	—		—		(9,751)		—		(9,751)
Stock-based compensation	—		1,145		—		—		1,145
Change in cumulative foreign currency translation adjustment	—		—		—		(11,213)		(11,213)
Balance at March 28, 2020	—		554,504		(185,968)		(43,253)		325,283
Net loss	—		—		(4,229)		—		(4,229)
Stock-based compensation	—		1,524		—		—		1,524
Change in cumulative foreign currency translation adjustment	—		—		—		3,643		3,643
Balance at June 27, 2020			556,028		(190,197)		(39,610)		326,221






Twenty-six weeks ended June 29, 2019
Balance at December 29, 2018	$	—	$	549,528	$	(72,831)	$	(37,590)	$	439,107
Net loss	—		—		(35,268)		—		(35,268)
Stock-based compensation	—		361		—		—		361
Change in cumulative foreign currency translation adjustment	—		—		—		2,779		2,779


Balance at March 30, 2019	—		549,889		(108,099)		(34,811)		406,979
Net loss	—		—		(19,496)		—		(19,496)
Stock-based compensation	—		301		—		—		301

Change in cumulative foreign currency translation adjustment	—		—		—		2,547		2,547

Balance at June 29, 2019	$	—	$	550,190	$	(127,595)	$	(32,264)	$	390,331

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

1. Basis of Presentation:

The accompanying unaudited financial statements include the condensed consolidated accounts of The Hillman Companies, Inc. and its wholly-owned subsidiaries (collectively “Hillman” or the “Company”) for the twenty-six weeks ended June 27, 2020. Unless the context requires otherwise, references to "Hillman," "we," "us," "our," or "our Company" refer to The Hillman Companies, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The Hillman Companies, Inc. is a wholly-owned subsidiary of HMAN Intermediate II Holdings Corp., and a wholly-owned subsidiary of HMAN Group Holdings Inc. (“Holdco”).

The accompanying unaudited condensed consolidated financial statements present information in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X. Accordingly, they do not include all information or footnotes required by U.S. generally accepted accounting principles for complete financial statements. Operating results for the twenty-six weeks ended June 27, 2020 do not necessarily indicate the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report filed on Form 10-K for the year ended December 28, 2019.

2. Summary of Significant Accounting Policies:

The significant accounting policies should be read in conjunction with the significant accounting policies included in the Form 10-K for the year ended December 28, 2019.

Use of Estimates in the Preparation of Financial Statements:

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Actual results may differ from these estimates.

The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts COVID-19 as of June 27, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to the carrying value of the goodwill and other long-lived assets. While there was not a material impact to the Company’s consolidated financial statements as of and for the quarter ended June 27, 2020, the Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Company’s consolidated financial statements in future reporting periods.

Deferral of Trust Distributions:

On April 3, 2020, the Company announced that it is deferring the payment of distributions to holders of the Trust Preferred Securities to preserve liquidity due to the uncertainty of the financial impact of the COVID-19 pandemic, beginning with the April 2020 distribution. Pursuant to the Indenture that governs the Trust Preferred Securities, the Company is able to defer distribution payments to holders of the Trust Preferred Securities for a period that cannot exceed 60 months (the “Extension Period”). During the Extension Period, the Company is required to accrue the full amount of all distributions payable, and such deferred distributions will be immediately payable by the Company at the end of the Extension Period. As a result, the Company will accrue $0.241667 per share for each fiscal month that falls within the Extension Period. The Company will continue deferral of the distribution payments during this period of uncertainty with the COVID-19 pandemic and plans to resume distribution payments once economic and market conditions improve.

Reclassifications:

The Company reclassified the mark-to-market adjustment of our interest rate swap from other income/expense to its own line on the income statement below income from operations. The reclassifications had no impact on the prior periods’ statement of financial position, net income (loss), cash flows, or stockholder’s equity.

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THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

Revenue Recognition:

Revenue is recognized when control of goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue.

The Company offers a variety of sales incentives to its customers primarily in the form of discounts and rebates. Discounts are recognized in the consolidated financial statements at the date of the related sale. Rebates are based on the revenue to date and the contractual rebate percentage to be paid. A portion of the cost of the rebate is allocated to each underlying sales transaction. Discounts and rebates are included in the determination of net sales.

The Company also establishes reserves for customer returns and allowances. The reserve is established based on historical rates of returns and allowances. The reserve is adjusted quarterly based on actual experience. Returns and allowances are included in the determination of net sales.

The following table displays our disaggregated revenue by product category:


	Thirteen weeks ended June 27, 2020
	Fastening, Hardware, and Personal Protective Solutions		Consumer Connected Solutions		Canada		Total Revenue
Fastening and Hardware	$	190,572	$	—	$	34,726	$	225,298
Personal Protective	78,927		—		66		78,993
Keys and Key Accessories	—		30,649		220		30,869
Engraving	—		11,542		1		11,543
Resharp	—		7		—		7
Consolidated	$	269,499	$	42,198	$	35,013	$	346,710


	Thirteen weeks ended June 29, 2019
	Fastening, Hardware, and Personal Protective Solutions		Consumer Connected Solutions		Canada		Total Revenue
Fastening and Hardware	$	163,889	$	—	$	37,011	$	200,900
Personal Protective	62,516		—		—		62,516
Keys and Key Accessories	—		46,872		1,033		47,905
Engraving	—		13,305		2		13,307
Resharp	—		—		—		—
Consolidated	$	226,405	$	60,177	$	38,046	$	324,628


	Twenty-six weeks ended June 27, 2020
	Fastening, Hardware, and Personal Protective Solutions		Consumer Connected Solutions		Canada		Total Revenue
Fastening and Hardware	$	340,956	$	—	$	60,047	$	401,003
Personal Protective	141,720		—		66		141,786
Keys and Key Accessories	—		74,027		1,249		75,276
Engraving	—		24,461		3		24,464
Resharp	—		17		—		17
Consolidated	$	482,676	$	98,505	$	61,365	$	642,546

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THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)


	Twenty-six weeks ended June 29, 2019
	Fastening, Hardware, and Personal Protective Solutions		Consumer Connected Solutions		Canada		Total Revenue
Fastening and Hardware	$	301,664	$	—	$	64,886	$	366,550
Personal Protective	126,343		—		—		126,343
Keys and Key Accessories	—		90,488		1,813		92,301
Engraving	—		27,090		3		27,093
Resharp	—		—		—		—
Consolidated	$	428,007	$	117,578	$	66,702	$	612,287

The following table disaggregates our revenue by geographic location:


	Thirteen weeks ended June 27, 2020
	Fastening, Hardware, and Personal Protective Solutions		Consumer Connected Solutions		Canada		Total Revenue
United States	$	265,702	$	41,837	$	—	$	307,539
Canada	1,272		361		35,013		36,646
Mexico	2,525		—		—		2,525
Consolidated	$	269,499	$	42,198	$	35,013	$	346,710


	Thirteen weeks ended June 29, 2019
	Fastening, Hardware, and Personal Protective Solutions		Consumer Connected Solutions		Canada		Total Revenue
United States	$	221,672	$	59,746			$	281,418
Canada	1,457		431		38,046		39,934
Mexico	3,276		—		—		3,276
Consolidated	$	226,405	$	60,177	$	38,046	$	324,628


	Twenty-six weeks ended June 27, 2020
	Fastening, Hardware, and Personal Protective Solutions		Consumer Connected Solutions		Canada		Total Revenue
United States	$	475,376	$	97,683	$	—	$	573,059
Canada	2,541		822		61,365		64,728
Mexico	4,759		—		—		4,759
Consolidated	$	482,676	$	98,505	$	61,365	$	642,546

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THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)


	Twenty-six weeks ended June 29, 2019
	Fastening, Hardware, and Personal Protective Solutions		Consumer Connected Solutions		Canada		Total Revenue
United States	$	419,737	$	116,787	$	—	$	536,524
Canada	2,423		791		66,702		69,916
Mexico	5,847		—		—		5,847
Consolidated	$	428,007	$	117,578	$	66,702	$	612,287

Our revenue by geography is allocated based on the location of our sales operations. Our Fastening, Hardware, and Personal Protective Solutions segment contains sales of Big Time Products ("Big Time") personal protective equipment into Canada. Our Consumer Connected Solutions segment contains sales of MinuteKey into Canada.

Fastening, Hardware, and Personal Protective Solutions revenues consist primarily of the delivery of fasteners, anchors, specialty fastening products, and personal protective equipment such as gloves and eye-wear as well as in-store merchandising services for the related product category.

Consumer Connected Solutions revenues consist primarily of sales of keys and identification tags through self service key duplication and engraving kiosks. It also includes our associate-assisted key duplication systems and key accessories.

Canada revenues consist primarily of the delivery to Canadian customers of fasteners and related hardware items, threaded rod, keys, key duplicating systems, accessories, personal protective equipment, and identification items as well as in-store merchandising services for the related product category.

The Company’s performance obligations under its arrangements with customers are providing products, in-store merchandising services, and access to key duplicating and engraving equipment. Generally, the price of the merchandising services and the access to the key duplicating and engraving equipment is included in the price of the related products. Control of products is transferred at the point in time when the customer accepts the goods. The Company’s obligation to provide in-store service and access to key duplicating and engraving equipment is satisfied when control of the related products is transferred. Therefore, the entire amount of consideration related to the sale of products, in-store merchandising services, and access to key duplicating and engraving equipment is recognized upon the customer’s acceptance of the products. The revenues for all performance obligations are recognized upon the customer's acceptance of the products.

The costs to obtain a contract are insignificant, and generally contract terms do not extend beyond one year. Therefore, these costs are expensed as incurred. Freight and shipping costs and the cost of our in-store merchandising services teams are recognized in selling, general, and administrative expense when control over products is transferred to the customer.

3. Recent Accounting Pronouncements:

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this ASU in the first quarter of fiscal 2020, and it did not have a material impact on the Company's Condensed Consolidated Financial Statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating contracts and the optional expedients provided by the new standard.

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THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

4. Acquisitions

On February 19, 2020, the Company acquired the assets of Instafob LLC ("Instafob") for a cash payment of $800 and a total purchase price of $2,618, which includes $1,818 in contingent and non-contingent considerations that remains payable to the seller. The financial results of Instafob reside within the Company's Consumer Connected Solutions segment and have been determined to be immaterial for purposes of additional disclosure.

5. Goodwill and Other Intangible Assets:

Goodwill amounts by reportable segment are summarized as follows:


	Goodwill at		Acquisitions		Dispositions		Adjustments		Other⁽¹⁾		Goodwill at
	December 28, 2019												June 27, 2020
Fastening, Hardware, and Personal Protection	$	567,847	$	—	$	—	$	—	$	(704)	$	567,143
Consumer Connected Solutions	222,096		—		—		—		—		222,096
Canada	29,134		—		—		—		(1,274)

Form: 10-Q

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