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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act
For the transition period from to
COMMISSION FILE NUMBER 0-5351
EIP MICROWAVE, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 95-2148645
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) No.)
3 CIVIC PLAZA, SUITE 265, NEWPORT BEACH, 92660
CALIFORNIA
(Address of principal executive offices) (Zip Code)
(714) 720-1766
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ X ] NO [ ]
OUTSTANDING COMMON STOCK: As of August 4, 1997, Registrant had only one class of
common stock, and had 424,907 shares of this $.01 par value common stock
outstanding.
Transitional Small Business Disclosure Format (check one): YES [ ] NO [ X ]
Total Number of Pages: 48
Exhibit Index 12
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EIP MICROWAVE, INC.
FORM 10-QSB
QUARTER ENDED JUNE 30, 1997
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of June 30,
1997 (unaudited) and September 30, 1996 Page 3
Condensed Consolidated Statements of Operations and
Retained Earnings (Accumulated Deficit) for the three
months and nine months ended June 30, 1997 and 1996
(unaudited) Page 4
Condensed Consolidated Statements of Cash Flows for the
nine months ended June 30, 1997 and 1996 (unaudited) Page 5
Notes to Unaudited Condensed Consolidated Financial
Statements Page 6
Item 2. Management's Discussion and Analysis of Results of Pages 7-10
Operations and Financial Condition
PART II OTHER INFORMATION
Item 2. Changes in Securities Page 10
Item 3. Defaults upon Senior Securities Page 10
Item 5. Other Information Page 10
Item 6. Exhibits and Reports on Form 8-K Page 10
Signatures Page 11
Index to Exhibits Page 12
2
EIP MICROWAVE, INC.
PART I--FINANCIAL INFORMATION
ITEM 1--CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
ASSETS
JUNE 30, SEPTEMBER 30,
1997 1996
----------- -------------
(UNAUDITED)
Current assets:
Cash and cash equivalents........................................................... $ 257 $ 216
Short-term investments.............................................................. 27 324
----------- ------
284 540
Accounts receivable, net............................................................ 308 686
Inventories......................................................................... 1,125 1,067
Prepaid expenses.................................................................... 71 59
----------- ------
Total current assets............................................................ 1,788 2,352
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Property and equipment, net........................................................... 630 631
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$ 2,418 $ 2,983
----------- ------
----------- ------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................................... $ 314 $ 706
Accrued liabilities................................................................. 519 546
Advanced payments from customers.................................................... -- 190
Bank borrowings..................................................................... 296 185
Notes payable to affiliates......................................................... 150 --
Current portion of obligations under capital leases................................. 34 34
----------- ------
Total current liabilities....................................................... 1,313 1,661
----------- ------
Long term notes payable to affiliates................................................. 600 --
Long term obligations under capital leases............................................ 71 95
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Total Liabilities............................................................... 1,984 1,756
Stockholders' equity:
Common stock, $.01 par value, authorized - 10,000,000 shares;
424,907 issued and outstanding.................................................... 5 5
Additional paid-in capital.......................................................... 848 848
Retained earnings (accumulated deficit)............................................. (419) 374
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Total stockholders' equity...................................................... 434 1,227
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$ 2,418 $ 2,983
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3
EIP MICROWAVE, INC.
PART I/ITEM 1--CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS (ACCUMULATED DEFICIT)
(In thousands, except per share data, unaudited)
THREE MONTHS NINE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
Net sales.................................................................. $ 1,013 $ 1,642 $ 3,560 $ 4,886
Costs and expenses:
Cost of sales............................................................ 575 1,090 2,170 3,075
Research, development and engineering.................................... 228 258 722 724
Selling, general and administrative...................................... 453 496 1,416 1,548
Interest and other, net.................................................. 35 (5) 45 (142)
--------- --------- --------- ---------
Total costs and expenses............................................. 1,291 1,839 4,353 5,205
--------- --------- --------- ---------
Net income (loss).......................................................... (278) (197) (793) (319)
Retained earnings at beginning of period................................... (141) 745 374 867
--------- --------- --------- ---------
Retained earnings (accumulated deficit) at end of period................... $ (419) $ 548 $ (419) $ 548
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income (loss) per share................................................ $ (.65) $ (.47) $ (1.87) $ (.75)
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average common shares outstanding................................. 425 423 425 423
--------- --------- --------- ---------
--------- --------- --------- ---------
4
EIP MICROWAVE, INC.
PART I/ITEM 1--CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (decrease) in cash
(Dollars in thousands, unaudited)
NINE MONTHS ENDED
----------------------
JUNE 30, JUNE 30,
1997 1996
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Cash flows from operating activities:
Net income (loss).......................................................................... $ (793) $ (319)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
activities:
Depreciation and amortization............................................................ 190 134
Gain on sale of capital equipment........................................................ (98) (50)
Change in assets and liabilities:
Accounts receivable, net............................................................... 378 277
Inventories............................................................................ (58) 117
Prepaid expenses....................................................................... (12) 33
Accounts payable....................................................................... (392) 1
Accrued liabilities.................................................................... (27) (151)
Advanced payment from customers........................................................ (190) --
--------- -----
Cash provided by (used in) operating activities.............................................. (1,002) 42
--------- -----
Cash flows from investing activities:
Purchase of short-term investments......................................................... -- (19)
Sale of short-term investments............................................................. 297 --
Capital expenditures....................................................................... (192) (347)
Proceeds from sale of capital equipment.................................................... 101 61
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Cash provided by (used in) investing activities.............................................. 206 (305)
--------- -----
Cash flows from financing activities:
Proceeds from bank borrowings.............................................................. 111 185
Proceeds from notes payable to affiliates.................................................. 750 --
Repayment of obligations under capital leases.............................................. (24) --
--------- -----
Cash provided by financing activities........................................................ 837 185
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Increase (decrease) in cash and cash equivalents............................................. 41 (78)
Cash and cash equivalents at beginning of period............................................. 216 126
--------- -----
Cash and cash equivalents at end of period................................................... $ 257 $ 48
--------- -----
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5
EIP MICROWAVE, INC.
PART I/ITEM 1--CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(a) The condensed consolidated financial statements presented in this Form
10-QSB have been prepared from the accounting records without audit on a
basis consistent with the financial statements included in the Company's
annual report filed with the Securities and Exchange Commission for the
preceding fiscal year. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
the rules and regulations of the Securities and Exchange Commission. The
information furnished reflects all adjustments and disclosures which are, in
the opinion of management, of a normal, recurring nature, and necessary for
a fair statement of the results for the interim periods. This report should
be read in conjunction with the Company's 1996 Annual Report on Form 10-KSB.
The results of operations for the interim periods presented are not
necessarily indicative of the results expected for the entire year.
(b) Composition of certain balance sheet captions (in thousands):
JUNE 30, SEPTEMBER 30,
1997 1996
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(UNAUDITED)
Accounts receivable:
Trade........................................................... $ 358 $ 736
Less allowance for doubtful accounts............................ (50) (50)
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$ 308 686
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Inventories:
Raw materials................................................... $ 599 $ 719
Work-in-process................................................. 411 320
Finished goods.................................................. 115 28
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$ 1,125 $ 1,067
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Property and equipment:
Cost............................................................ $ 5,403 $ 5,319
Accumulated depreciation........................................ (4,773) (4,688)
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$ 630 $ 631
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(c) The calculation of net income (loss) per share is based upon the weighted
average number of shares outstanding during the year. During the three month
and nine month periods ended June 30, 1997 and 1996, the common equivalent
shares were antidilutive due to losses in those periods and, accordingly,
were excluded from the computation of loss or income per share for those
periods.
(d) In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share". This
Statement is effective for the Company's fiscal year ending September 30,
1997. The Statement redefines earnings per share under generally accepted
accounting principles under the new standard, primary earnings per share is
replaced by basic earnings per share and fully diluted earnings per share is
replaced by diluted earnings per share. The Company does not expect the
adoption of this Statement to have a significant impact on the previously
reported loss per share.
6
EIP MICROWAVE, INC.
PART I/ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
THE FOLLOWING DISCUSSION CONTAINS TREND INFORMATION AND OTHER
FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE COMPANY'S HISTORICAL
RESULTS OF OPERATIONS AND THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE, BUT ARE
NOT LIMITED TO, THOSE IDENTIFIED UNDER THE HEADING "CERTAIN FACTORS" BELOW.
RESULTS OF OPERATIONS
Net sales for the three months ended June 30, 1997, were $1,013,000, a 38%
decrease from net sales of $1,642,000 in the same period last year. Net sales
for the nine months ended June 30, 1997, were $3,560,000, a 27% decrease from
net sales of $4,886,000 for the same period last year. The decrease in net sales
for both periods was primarily attributable to lower export sales of frequency
counters.
Gross margin increased to 43% in the third fiscal quarter of 1997, from 34%
in the third fiscal quarter of 1996. Gross margin increased to 39% for the nine
months ended June 30, 1997, from 37% for the same period last year. The increase
in gross margin percentage for both periods ended June 30, 1997, was primarily
attributable to an increase in sales of higher gross margin units and an
improved gross margin for VXI products.
Incoming orders for the third fiscal quarter were $809,000, a 68% decrease
from orders of $2,453,000 for the same period a year ago. Orders for the quarter
ended June 30, 1996, included a $1,020,000 order for VXI products, and there was
no equivalent large order during the same period this year. In addition,
incoming export orders for frequency counters were $466,000 less in the third
quarter of the current year than the same period last year. Incoming orders for
the nine months ended June 30, 1997, were $3,213,000, a 36% decrease from orders
of $5,007,000 for the same period a year ago. The decrease in orders for the
nine months ended June 30, 1997, resulted primarily from a shortfall in domestic
and international large order bookings, particularly the lack of a large VXI
order in the third fiscal quarter of the current year, and international base
level bookings. Backlog at June 30, 1997, was $404,000, a 69% decrease from a
backlog of $1,292,000 at the end of the third fiscal quarter last year.
Research, development and engineering expenses decreased 12% to $228,000 in
the third fiscal quarter of 1997, compared to $258,000 for the same quarter last
year. Research, development and engineering expenses were $722,000 for the nine
months ended June 30, 1997, comparable to $724,000 for the same period last
year. The decrease in research, development and engineering expenses in the
third fiscal quarter of 1997 was primarily due to reduced use of outside
independent contractors and general expense control.
Selling, general and administrative expenses decreased 9% to $453,000 during
the third fiscal quarter of 1997, compared to $496,000 for the same quarter last
year. Selling, general and administrative expenses decreased 9% to $1,416,000
for the nine months ended June 30, 1997, compared to $1,548,000 in the same
period last year. The decrease in selling, general and administrative expenses
for both periods is due primarily to decreased commission expense resulting from
decreased sales volume and overall expense control, compared to the same periods
last year.
The Company recorded a net loss of $278,000 for the third fiscal quarter of
1997, as compared to a net loss of $197,000 recorded during the same period last
year. A net loss of $793,000 was recorded for the nine months ended June 30,
1997, as compared to a net loss of $319,000 recorded for the same period last
year. Gains on sale of capital equipment of $57,000 and $98,000, respectively,
are included in interest and other in the net losses for the three months and
nine months ended June 30, 1997. Further the net loss for
7
EIP MICROWAVE, INC.
PART I/ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED)
the nine months ended June 30, 1996 reflects a credit of $111,000 due to the
waiver of fees owed by the Company to members of the Board of Directors, and a
gain on sale of capital equipment of $50,000. The increase in losses for the
three month and nine month periods ended June 30, 1997, compared to the same
periods last year, is primarily due to decreased sales.
FINANCIAL CONDITION
At June 30, 1997, the Company's cash, cash equivalents and short-term
investment balance was $284,000, as compared with a cash, cash equivalents and
short-term investment balance of $540,000 at September 30, 1996. At June 30,
1997, the Company had no material commitments for capital expenditures. At June
30, 1997, working capital decreased $216,000 from September 30, 1996, and the
Company's current ratio decreased to 1.36:1 from 1.42:1 over the same time
period.
At June 30, 1997, the Company had outstanding borrowings in the aggregate
principal amount of $296,000 under its bank line of credit (the "Bank Line").
The Bank Line provides for borrowings up to 60% of eligible accounts receivable,
not to exceed $500,000. Interest is charged at the bank's prime rate plus 3% per
annum, provided that the interest rate in effect each month shall not be less
than 10% per annum, and is payable monthly (11.5% as of June 30, 1997). The Bank
Line expires on March 4, 1998. The Bank Line contains various restrictive
covenants requiring, among other matters, the maintenance of minimum levels of
tangible net worth and profitability and certain financial ratios, including a
minimum quick ratio and a maximum debt to net worth ratio. The Bank Line also
precludes or limits the Company's ability to take certain actions, such as
paying dividends, making loans, making acquisitions or incurring indebtedness,
without the bank's prior written consent. The Bank Line is secured by
substantially all of the Company's assets. At June 30, 1997, the Company was in
default under the restrictive covenants of the Bank Line.
In the event that the Company is unable to maintain compliance with its
financial covenants under the Bank Line, J. Bradford Bishop, the Chairman and
Chief Executive Officer of the Company, and John F. Bishop, the Vice Chairman,
Treasurer and Secretary of the Company (the "Bishops"), have agreed to finance
up to $500,000 of working capital, in addition to the Subordinated Notes
(described below), on terms acceptable to the Bishops and the Company to replace
the Bank Line.
At June 30, 1997, the Company had outstanding borrowings in the aggregate
principal amount of $600,000 under subordinated notes (the "Subordinated Notes")
payable to the Bishops. The Subordinated Notes must be repaid by the Company by
February 1, 2000. Interest is charged at 8% per annum, and is payable quarterly.
The Subordinated Notes are subject to various restrictive covenants, including
restrictions on dividends, mergers and the sale of substantially all assets of
the Company. The Subordinated Notes are secured by substantially all of the
Company's assets. In connection with the Subordinated Notes, the Company issued
warrants entitling the Bishops to purchase 90,000 shares of the Company's common
stock at $3.00 per share. The warrants will expire on December 16, 2001. The
Bishops have subordinated the Subordinated Notes to the Bank Line.
At June 30, 1997, the Company also had outstanding borrowings in the
aggregate principal amount of $150,000 under a demand note (the "Bridge Loan")
to the Bishops. Interest is charged at 10% per annum. Principal and interest
under the Bridge Loan is payable on demand. The Bridge Loan is secured by
substantially all of the Company's assets.
In addition to cash on hand and funds generated from operations, the Company
believes that additional cash of approximately $250,000 will be necessary to
satisfy its cash requirements for the
8
EIP MICROWAVE, INC.
PART I/ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED)
remainder of the fiscal year ending September 30, 1997. Further, additional
funds will be required to satisfy the Company's cash requirements during fiscal
1998. The Company is in the process of reviewing proposals for the infusion of
additional debt and/or equity capital into the Company. Any such additional
capital will likely have a dilutive impact on the holders of the Company's
Common Stock. There is no assurance that the Company will be successful in
obtaining such capital. If the Company is unable to obtain additional debt or
equity capital on a timely basis, the Company will be required to significantly
curtail its planned operations, and its business, financial condition and
results of operations will be materially adversely affected.
CERTAIN FACTORS
IN ADDITION TO THE FACTORS DISCUSSED ELSEWHERE IN THIS QUARTERLY REPORT ON
FORM 10-QSB, THE FOLLOWING ARE IMPORTANT FACTORS WHICH COULD CAUSE ACTUAL
RESULTS OR EVENTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY
FORWARD-LOOKING STATEMENT MADE BY OR ON BEHALF OF THE COMPANY.
PRODUCT DEVELOPMENT AND INTRODUCTION
The Company expects to continue to invest in research and development of new
products, and plans to begin producing a new frequency measurement product line
in fiscal year 1997. Due to the uncertainty associated with any product
development and introduction (such as delays in development and lack of market
acceptance of a new product), there can be no assurances that the Company's
development and introduction efforts will be successful. If the new frequency
measurement product line is not successfully introduced in fiscal year 1997, the
Company's business, financial condition and results of operations will be
materially adversely affected.
LIQUIDITY
In addition to cash on hand and funds generated from operations, the Company
believes that additional cash of approximately $250,000 will be necessary to
satisfy its cash requirements for the remainder of the fiscal year ending
September 30, 1997. Further, additional funds will be required to satisfy the
Company's cash requirements during fiscal 1998. The Company is in the process of
reviewing proposals for the infusion of additional debt and/or equity capital
into the Company. Any such additional capital will likely have a dilutive impact
on the holders of the Company's Common Stock. There is no assurance that the
Company will be successful in obtaining such capital. If the Company is unable
to obtain additional debt or equity capital on a timely basis, the Company will
be required to significantly curtail its planned operations, and its business,
financial condition and results of operations will be materially adversely
affected.
Further there can be no assurance that the Company's existing cash resources
and any funds obtained by infusion of additional debt and/or equity capital will
be sufficient to satisfy the Company's operating requirements. The actual cash
resources required will depend upon numerous factors, including those described
under "Product Development and Introduction" above and "Other Factors" below.
OTHER FACTORS
The Company's results of operations are also affected by a wide variety of
other factors, including fluctuations in customer demand, competitive factors
(such as pricing pressures on existing products and the timing and market
acceptance of new product introductions by competitors of the Company), and both
9
EIP MICROWAVE, INC.
PART I/ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED)
general economic conditions and conditions specific to the microwave and RF test
and measurement industry.
Due to the foregoing and other factors, past results are not a reliable
predictor of future results. In addition, the securities of many technology and
developmental companies, such as the Company, have historically been subject to
extensive price and volume fluctuations that may adversely affect the market
price of their common stock.
PART II--OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
The Company's Bank Line contains various restrictive covenants requiring,
among other matters, the maintenance of minimum levels of tangible net worth and
profitability and certain financial ratios, including a minimum quick ratio and
a maximum debt to net worth ratio. The Bank Line also precludes or limits the
Company's ability to take certain actions, such as paying dividends, making
loans, making acquisitions or incurring indebtedness, without the bank's prior
written consent. In addition, the Subordinated Notes are subject to various
restrictive covenants, including restrictions on dividends, mergers and the sale
of substantially all assets of the Company. The Bank Line and the Subordinated
Notes are more fully described in Part I/Item 2--Financial Condition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
At June 30, 1997, the Company was in default under the restrictive covenants
of the Bank Line. The Bank Line, among other restrictive covenants, requires
that losses for the fiscal quarter ended June 30, 1997 not exceed $165,000. The
Company's actual losses were $278,000 for the fiscal quarter ended June 30,
1997. The principal amount outstanding under the Bank Line was $296,000 at June
30, 1997. The Company has requested that the bank waive the existing default and
amend the restrictive covenants under the Bank Line. The Bank Line is more fully
described in Part I/Item 2--Financial Condition.
ITEM 5. OTHER INFORMATION
On May 29, 1997, the Company announced that it has entered into a five-year
OEM Agreement with a major company considered to be one of the leaders in test
and measurement instrumentation. The Agreement contemplates the sale of EIP's
recently developed line of microwave counters to the OEM customer on a private
label basis for worldwide distribution. The sale of products under the OEM
Agreement is subject to satisfactory completion of initial testing.
On June 25, 1997, the Company's Common Stock, trading under the symbol EIPM
was delisted from The Nasdaq Stock Market, Inc. (the "Nasdaq Stock Market"),
because the Company no longer complied with the criteria established by the
Nasdaq Stock Market for continuation of listing. Although the Common Stock was
delisted from the Nasdaq Stock Market, to the extent market makers in the Common
Stock continue to enter bid and ask prices, the Company's Common Stock will be
quoted in the OTC Bulletin Board or, in the alternative, in the National
Quotation Bureau's Pink Sheets.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10(a) OEM Purchase Agreement effective on May 28, 1997.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
The Company did not file with the Commission any reports on Form 8-K in
the quarter ended June 30, 1997.
10
EIP MICROWAVE, INC.
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.
EIP MICROWAVE, INC.
(Registrant)
DATE: August 4, 1997 BY: /s/ J. BRADFORD BISHOP
----------------------------------------
J. Bradford Bishop
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
DATE: August 4, 1997 BY: /s/ LEWIS R. FOSTER
----------------------------------------
Lewis R. Foster
PRESIDENT AND CHIEF OPERATING OFFICER
DATE: August 4, 1997 BY: /s/ JOHN F. BISHOP
----------------------------------------
John F. Bishop
VICE CHAIRMAN, TREASURER AND
SECRETARY (PRINCIPAL FINANCIAL OFFICER)
11
EIP MICROWAVE, INC.
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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*10(a) OEM Purchase Agreement effective on May 28, 1997.
27 Financial Data Schedule
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* Portions of this document are confidential, and have been omitted pursuant
to 17 C.F.R. Section 240.246-2 and filed separately with the Securities and
Exchange Commission.
12