What changed in this filing

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Item 1. Financial Statements

2023-11-09 compared with 2023-08-10 · 112 added, 90 removed, 509 unchanged (28% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

dollars in millions

26 unchanged sentences

shares issued and outstanding :

94,162,090 as of July 1, 2023 and 51,911,905 as of December 31, 2022

94,164,300 as of September 30, 2023 and 51,911,905 as of December 31, 2022

Class B common stock:

2 unchanged sentences

shares issued and outstanding :

711,500,000 as of July 1, 2023 and 750,000,000 as of December 31, 2022

711,500,000 as of September 30, 2023 and 750,000,000 as of December 31, 2022

Additional paid-in capital

6 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

dollars in millions, except per share amounts

12 unchanged sentences

Earnings (loss) per share attributed to Class A and Class B stockholders:

Basic and diluted

Weighted-average number of shares used in computation of earnings (loss) per share attributed to Class A and Class B stockholders (in millions):

Basic and diluted

Net income (loss)

10 unchanged sentences

Three Months Ended

Balance as of April 1, 2023

Balance as of July 1, 2023

Net income (loss)

Tax sharing agreement with Parent

Share-based compensation expense

Recharge to Parent for Share-based compensation

Issuance of common stock under employee share-based compensation plans

Secondary offering

Balance as of September 30, 2023

Balance as of July 2, 2022

Balance as of April 2, 2022

Net income (loss)

2 unchanged sentences

Net transfer from (to) Parent

Dividend Note with related party

Dividend distribution

Equity transaction in connection with the legal purchase of Moovit entities

Balance as of July 2, 2022

Six Months Ended

Balance as of October 1, 2022

Nine Months Ended

Balance as of December 31, 2022

5 unchanged sentences

Secondary offering

Balance as of July 1, 2023

Balance as of September 30, 2023

Balance as of December 25, 2021

6 unchanged sentences

Net transfer from (to) Parent

Balance as of July 2, 2022

Balance as of October 1, 2022

* Rounding of Class A and Class B share amounts due to Secondary offering.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

Nine months ended

September 30,

dollars in millions

37 unchanged sentences

Non-cash share based compensation recharge

Equity transaction in connection with the legal purchase of Moovit entities

Dividend Note with related party

Equity transaction

Non cash deferred offering costs

Tax sharing agreement with Parent

Supplemental cash flow information:

47 unchanged sentences

The additional week in fiscal year 2022 was added in the first quarter, which consisted of 14 weeks.

The results of operations for the three and six months ended July 1, 2023 shown in this report are not necessarily indicative of the results to be expected for the full year ending 2023.

The results of operations for the three and nine months ended September 30, 2023 shown in this report are not necessarily indicative of the results to be expected for the full year ending 2023.

The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2022.

20 unchanged sentences

dollars in millions

September 30, 2023

December 31, 2022

6 unchanged sentences

The Company’s investment in money market funds is measured at fair value and consists of financial assets for which quoted prices are available in an active market.

Interest income related to money market funds for the three and six months ended July 1, 2023 amounted to $ 12 million and $ 20 million, respectively.

Interest income related to money market funds for the three and nine months ended September 30, 2023 amounted to $ 15 million and $ 35 million, respectively.

The carrying amounts of trade accounts receivable and accounts payable approximate fair value because of their generally short maturities.

8 unchanged sentences

Participation in expenses for research and development projects are recognized on the basis of the costs incurred and are netted against research and development expenses in the condensed consolidated statements of operations and comprehensive income (loss).

Research and development reimbursements of $ 16 million, and $ 11 million were offset against research and development costs in the three months ended July 1, 2023 and July 2, 2022, respectively;

and $ 33 million and $ 25 million were offset in the six months ended July 1, 2023 and July 2, 2022, respectively.

Research and development reimbursements of $ 24 million and $ 15 million were offset against research and development costs in the three months ended September 30, 2023 and October 1, 2022, respectively;

and $ 57 million and $ 40 million were offset in the nine months ended September 30, 2023 and October 1, 2022, respectively.

Derivatives and hedging

6 unchanged sentences

Any subsequent changes in the fair value of the outstanding derivative instruments after the de-designation and termination of hedge accounting were immediately reflected in operating expenses.

As of July 1, 2023, there are no outstanding hedging instruments and all of the related accumulated other comprehensive income (loss) was reclassified into the statement of operations and comprehensive income (loss).

As of September 30, 2023, there are no outstanding hedging instruments and all of the related accumulated other comprehensive income (loss) was reclassified into the statement of operations and comprehensive income (loss).

The notional amount and fair value of derivatives outstanding at Intel on behalf of Mobileye were:

dollars in millions

September 30, 2023

December 31, 2022

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

dollars in millions

September 30, 2023

October 1, 2022

September 30, 2023

October 1, 2022

Other comprehensive income (loss) before reclassifications

1 unchanged sentence

Other comprehensive income (loss), net

* Less than $ 1 million

The provision for income tax consists of income taxes in the various jurisdictions where the Company is subject to taxation, primarily the United States and Israel.

2 unchanged sentences

The overall effective tax rate is influenced by valuation allowances on tax assets for which no benefit can be recognized due to the Company’s recent history of pretax losses sustained.

Tax jurisdictions with forecasted pretax

Tax jurisdictions with forecasted pretax losses for the year for which no benefit can be recognized are excluded from the calculation of the worldwide estimated annual effective tax rate, and any associated tax expense or benefit for those jurisdictions is recorded separately.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

losses for the year for which no benefit can be recognized are excluded from the calculation of the worldwide estimated annual effective tax rate, and any associated tax expense or benefit for those jurisdictions is recorded separately.

During the periods presented in the consolidated financial statements, certain components of the Company’s business operations were included in the consolidated U.S.

During the periods presented in the condensed consolidated financial statements, certain components of the Company’s business operations were included in the consolidated U.S.

domestic income tax return filed by the Company’s Parent.

22 unchanged sentences

The Company establishes credit losses for accounts receivable by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history from such customers, and the customers’ current ability to pay its obligation to the Company.

As of July 1, 2023 and December 31, 2022, the credit losses for accounts receivable were not material.

As of September 30, 2023 and December 31, 2022, the credit losses for accounts receivable were not material.

The Company writes off accounts receivable when they are deemed uncollectible.

For the three and six months ended July 1, 2023 and July 2, 2022, the charge-offs and recoveries in relation to the credit losses accounts were not material.

For the three and nine months ended September 30, 2023 and October 1, 2022, the charge-offs and recoveries in relation to the credit losses accounts were not material.

MOBILEYE GLOBAL INC.

21 unchanged sentences

dollars in millions

September 30, 2023

December 31, 2022

8 unchanged sentences

dollars in millions

September 30, 2023

December 31, 2022

6 unchanged sentences

Total property and equipment, net

Depreciation expenses totaled $ 8 million and $ 5 million for the three months ended July 1, 2023 and July 2, 2022, respectively;

and $ 15 million and $ 10 million for the six months ended July 1, 2023 and July 2, 2022, respectively.

Depreciation expenses totaled $ 9 million and $ 7 million for the three months ended September 30, 2023 and October 1, 2022, respectively;

and $ 24 million and $ 17 million for the nine months ended September 30, 2023 and October 1, 2022, respectively.

NOTE 4 - EQUITY

4 unchanged sentences

Restricted Stock Units

The RSUs activity for the six months ended July 1, 2023 for RSUs granted to Company’s employees under the 2022 Plan was as follows:

The RSUs activity for the nine months ended September 30, 2023 for RSUs granted to Company’s employees under the 2022 Plan was as follows:

Weighted average grant

2 unchanged sentences

Outstanding as of December 31, 2022

Outstanding as of July 1, 2023

Outstanding as of September 30, 2023

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The RSUs activity for the three months ended July 1, 2023 for RSUs granted to Company’s employees under the 2022 Plan was as follows:

The RSUs activity for the three months ended September 30, 2023 for RSUs granted to Company’s employees under the 2022 Plan was as follows:

Weighted average grant

1 unchanged sentence

date fair value

Outstanding as of April 1, 2023

Outstanding as of July 1, 2023

As of July 1, 2023, the unrecognized compensation cost related to all unvested RSUs granted under the 2022 Plan, was $ 169 million, which is expected to be recognized as expense over a weighted-average period of 2.4 years.

Options outstanding as of July 1, 2023

Outstanding as of September 30, 2023

As of September 30, 2023, the unrecognized compensation cost related to all unvested RSUs granted under the 2022 Plan, was $ 327 million, which is expected to be recognized as expense over a weighted-average period of 2.4 years.

Prior to the Mobileye IPO, since 2017, employees of the Company had been incentivized and rewarded through the grant of Intel equity awards under Intel’s equity incentive plan which contains only a service condition.

The equity awards granted generally vest over the course of three years from the grant date.

Outstanding and exercisable options for Intel’s common stock under Intel’s plan as of July 1, 2023 were as follows:

Outstanding and exercisable options for Intel’s common stock under Intel’s plan as of September 30, 2023 were as follows:

Weighted average

6 unchanged sentences

$ 22.4 - 24.3

The option activity for the six months ended July 1, 2023 for options granted to the Company’s employees for Intel’s common stock was as follows:

The option activity for the nine months ended September 30, 2023 for options granted to the Company’s employees for Intel’s common stock was as follows:

Weighted average

3 unchanged sentences

Options outstanding as of December 31, 2022

Options outstanding as of July 1, 2023

Options exercisable as of July 1, 2023

Options outstanding as of September 30, 2023

Options exercisable as of September 30, 2023

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The option activity for the three months ended July 1, 2023 for options granted to the Company’s employees for Intel’s common stock was as follows:

The option activity for the three months ended September 30, 2023 for options granted to the Company’s employees for Intel’s common stock was as follows:

Weighted average

2 unchanged sentences

dollars in millions

Options outstanding as of April 1, 2023

Options outstanding as of July 1, 2023

Options exercisable as of July 1, 2023

Options outstanding as of September 30, 2023

Options exercisable as of September 30, 2023

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of Intel’s ordinary share.

On July 1, 2023, Intel’s ordinary share price was $ 33.4 .

On September 30, 2023, Intel’s ordinary share price was $ 35.6 .

This represents the potential pre-tax amount receivable by the option holders had all option holders exercised their options as of such date.

(2) The remaining options expected to vest as of July 1, 2023 are 7 thousand options with an average weighted exercise price of $ 21.6 .

The RSUs activity for the six months ended July 1, 2023 for RSUs granted to the Company’s employees for Intel’s common stock was as follows:

(2) The remaining options expected to vest as of September 30, 2023 are 7 thousand options with an average weighted exercise price of $ 21.6 .

The RSUs activity for the nine months ended September 30, 2023 for RSUs granted to the Company’s employees for Intel’s common stock was as follows:

Weighted average

2 unchanged sentences

Outstanding as of December 31, 2022

Outstanding as of July 1, 2023

The RSUs activity for the three months ended July 1, 2023 for RSUs granted to the Company’s employees for Intel’s common stock was as follows:

Outstanding as of September 30, 2023

The RSUs activity for the three months ended September 30, 2023 for RSUs granted to the Company’s employees for Intel’s common stock was as follows:

Weighted average

1 unchanged sentence

grant date fair value

Outstanding as of April 1, 2023

Outstanding as of July 1, 2023

Outstanding as of September 30, 2023

Unrecognized expenses

As of July 1, 2023, the unrecognized compensation cost related to stock options and RSUs granted under the Intel 2006 Plan was $ 137 million, which will be recognized over a weighted average period of 1.4 years.

As of September 30, 2023, the unrecognized compensation cost related to stock options and RSUs granted under the Intel 2006 Plan was $ 108 million, which will be recognized over a weighted average period of 1.1 years.

MOBILEYE GLOBAL INC.

3 unchanged sentences

Three months ended

Six months ended

Nine months ended

dollars in millions

September 30, 2023

October 1, 2022

September 30, 2023

October 1, 2022

Cost of revenue

14 unchanged sentences

On June 12, 2023, we completed the Secondary Offering, pursuant to which 38,500,000 shares of Class B common stock held by Intel were converted into an equal number of shares of Class A common stock.

Accordingly, as of July 1, 2023, we have 711,500,000 Class B shares, all held by Intel, and 94,162,090 Class A shares, both of which are utilized for the calculation of basic and diluted EPS.

Accordingly, as of September 30, 2023, we have 711,500,000 Class B shares, all held by Intel, and 94,164,300 Class A shares, both of which are utilized for the calculation of basic and diluted EPS.

The outstanding Class A shares also include shares issued upon vesting of outstanding RSUs, see note 4.

For the three and six months ended July 1, 2023, the computation of diluted earnings (loss) per share attributable to common stockholders does not include 6.2 million and 6.7 million potential common shares, respectively, based on the treasury stock method, related to restricted stock units granted under the 2022 Plan to the Company’s employees, as the effect of their inclusion would have been anti-dilutive.

For the three and nine months ended September 30, 2023, the computation of diluted earnings (loss) per share attributable to common stockholders does not include 5.5 million and 14.9 million potential common shares, respectively, related to restricted stock units granted under the 2022 Plan to the Company’s employees, as the effect of their inclusion would have been anti-dilutive.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the calculation of basic earnings (loss) per share for the periods presented:

Three months ended

Six months ended

Nine months ended

September 30,

In millions, except per share amounts

Net income (loss)

Weighted average common shares - basic and diluted

Weighted average common shares - basic

Dilutive effect of unvested RSU awards

Weighted average common shares - diluted

Earnings (loss) per share:

Basic and diluted

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - INCOME TAXES

3 unchanged sentences

Any differences between taxes currently payable to the Company’s Parent under the Tax Sharing Agreement and the current tax provision computed on a separate return basis, is reflected as adjustments to additional paid-in capital (see also Note 2).

The adjustment to additional paid-in capital for the three and six months ended July 1, 2023 was an increase of $ 5 million and $ 0 million, respectively, based on estimates of forecasted 2023 US taxes payable under the separate return method for those periods.

The adjustment to additional paid-in capital for the three and six months ended July 2, 2022 was an aggregate decrease of $ 7 million, because amounts payable under the Tax Sharing Agreement in respect of the three and six months periods, exceeded the amounts calculated under the separate return method.

The tax expense for the three and six months ended July 1, 2023 and July 2, 2022, was unfavorably impacted by a valuation allowance for certain jurisdictions.

A withholding tax expense of $ 14 million related to a dividend distribution between entities within the Mobileye Group was recorded in the six months ended July 2, 2022.

There was no adjustment to additional paid-in capital for the three and nine months ended September 30, 2023, based on estimates of forecasted 2023 US taxes payable under the separate return method for those periods.

The adjustment to additional paid-in capital for the three and nine months ended October 1, 2022 was a decrease of $ 9 million and $ 16 million, respectively, because amounts payable under the Tax Sharing Agreement exceeded the amounts calculated under the separate return method.

The tax expense for the nine months ended September 30, 2023 and October 1, 2022 was unfavorably impacted by a valuation allowance for certain jurisdictions.

The decrease in tax expense was driven by a change in the jurisdictional composition of our taxable income based on operational results and the recognition of discrete tax items in 2022.

Additionally, an accrued withholding tax expense of $ 14 million related to a dividend distribution between entities within the Mobileye Group that was recorded in the nine months ended October 1, 2022.

As the Company has jurisdictions that have sustained recent losses based on the separate return method, a valuation allowance is required for deferred tax assets for which no benefit can be currently realized.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - RELATED PARTIES TRANSACTIONS

3 unchanged sentences

The Company entered into a stock compensation recharge agreement with Intel, which requires the Company to reimburse Intel for certain amounts relating to the value of share-based compensation provided to the Company’s employees for RSUs or stock options exercisable in Intel stock.

The liability associated with the stock compensation recharge agreement that is reflected on the condensed consolidated balance sheets, under related party payable was approximately $ 10 million and $ 1 million as of July 1, 2023 and December 31, 2022, respectively.

The reimbursement amounts recorded as an adjustment to additional paid-in capital (and to parent net investment prior to the Mobileye IPO) in the condensed consolidated statement of changes in equity were $ 18 million and $ 11 million for the three months ended July 1, 2023 and July 2, 2022, respectively and $ 22 million and $ 40 million for the six months ended July 1, 2023 and July 2, 2022, respectively.

The liability associated with the stock compensation recharge agreement that is reflected on the condensed consolidated balance sheets, under related party payable was approximately $ 1 million and $ 1 million as of September 30, 2023 and December 31, 2022, respectively.

The reimbursement amounts recorded as an adjustment to additional paid-in capital (and to parent net investment prior to the Mobileye IPO) in the condensed consolidated statement of changes in equity were $ 7 million and $ 5 million for the three months ended September 30, 2023 and October 1, 2022, respectively and $ 29 million and $ 45 million for the nine months ended September 30, 2023 and October 1, 2022, respectively.

Lease agreements

1 unchanged sentence

The costs are included in the condensed consolidated statements of operations and comprehensive income (loss) primarily on a specific and direct attribution basis.

The leasing costs for the three months ended July 1, 2023 and July 2, 2022, were $ 1.1 million and $ 0.3 million, respectively and $ 2.4 million and $ 0.7 million for the six months ended July 1, 2023 and July 2, 2022, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The leasing costs for the three months ended September 30, 2023 and October 1, 2022, were $ 1.2 million and $ 1.3 million, respectively and $ 3.6 million and $ 2.0 million for the nine months ended September 30, 2023 and October 1, 2022, respectively.

Other services to a related party

The Company reimbursed its Chief Executive Officer for reasonable travel related expenses incurred while conducting business on behalf of the Company.

Travel related reimbursements totaled $ 0.5 million and $ 0.3 million for the three months ended July 1, 2023 and July 2, 2022, respectively and $ 1.2 million and $ 0.3 million for the six months ended July 1, 2023 and July 2, 2022, respectively.

Travel related reimbursements totaled $ 0.5 million and $ 0.5 million for the three months ended September 30, 2023 and October 1, 2022, respectively and $ 1.7 million and $ 0.8 million for the nine months ended September 30, 2023 and October 1, 2022, respectively.

Administrative Services Agreement

1 unchanged sentence

The Company pays fees to Intel for the services rendered based on pricing per service agreed between the Company and Intel.

The costs incurred under this agreement for the three and six months ended July 1, 2023 were $ 0.8 million and $ 1.2 million, respectively.

The costs incurred under this agreement for the three and nine months ended September 30, 2023 were $ 1.7 million and $ 2.9 million, respectively.

Technology and Services Agreement

2 unchanged sentences

Pursuant to the Technology and Services Agreement, the Company and Intel will agree to statements of work with additional terms for Technology Projects.

The amount incurred under this agreement for the three and six months ended July 1, 2023 were $ 1.4 million and $ 2.4 million, respectively.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The amount incurred under this agreement for the three and nine months ended September 30, 2023 were $ 1.4 million and $ 3.8 million, respectively.

LiDAR Product Collaboration Agreement

4 unchanged sentences

In addition, the agreement also includes a profit-sharing model under which Mobileye will pay Intel a share of the gross profit for each LiDAR sensor system or components thereof, based on Intel technology, sold by Mobileye.

There were no amounts received or receivable from Intel under this agreement for the three and six months ended July 1, 2023.

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

There were no amounts received or receivable from Intel under this agreement for the three and nine months ended September 30, 2023.

Tax Sharing Agreement

The Tax Sharing Agreement establishes the respective rights, responsibilities and obligations of the Company and Intel after the completion of the Mobileye IPO with respect to tax matters, including the amount of cash the Company will pay to Intel for its share of the tax liability owed on the consolidated filings in which the Company or any of the Company’s subsidiaries are included, audit or other tax proceedings.

As of July 1, 2023 and December 31, 2022, the related party payable to Intel, pursuant to the Tax Sharing Agreement, was $ 34 million.

As of September 30, 2023 and December 31, 2022, the related party payable to Intel, pursuant to the Tax Sharing Agreement was $ 34 million.

NOTE 8 - IDENTIFIED INTANGIBLE ASSETS

dollars in millions

September 30, 2023

December 31, 2022

3 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

dollars in millions

2 unchanged sentences

Total amortization expenses

MOBILEYE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company expects future amortization expenses for the next five years and thereafter to be as follows:

15 unchanged sentences

The following are segment results for each period as follows:

Three months ended July 1, 2023

Three months ended September 30, 2023

dollars in millions

5 unchanged sentences

Other financial income (expense), net

Loss before taxes on income

Income (loss) before taxes on income

Share-based compensation

Depreciation of property and equipment

Three months ended July 2, 2022

Three months ended October 1, 2022

dollars in millions

6 unchanged sentences

Other financial income (expense), net

Income before taxes on income

Income (loss) before taxes on income

Share-based compensation

Depreciation of property and equipment

Six months ended July 1, 2023

Nine months ended September 30, 2023

dollars in millions

5 unchanged sentences

Other financial income (expense), net

Loss before taxes on income

Income (loss) before taxes on income

Share-based compensation

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended July 2, 2022

Nine months ended October 1, 2022

dollars in millions

6 unchanged sentences

Other financial income (expense), net

Loss before taxes on income

Income (loss) before taxes on income

Share-based compensation

2 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

dollars in millions

3 unchanged sentences

We generate the majority of our revenue from the sale of our EyeQ® SoCs to OEMs through sales to Tier 1 automotive suppliers.

EyeQ® SoC sales represented approximately 92 % and 92 % of our revenue for each of the three months ended July 1, 2023 and July 2, 2022, respectively and 90 % and 92 % of our revenue for each of the six months ended July 1, 2023 and July 2, 2022, respectively.

EyeQ® SoC sales represented approximately 89 % and 88 % of our revenue for each of the three months ended September 30, 2023 and October 1, 2022, respectively and 90 % and 90 % of our revenue for each of the nine months ended September 30, 2023 and October 1, 2022, respectively.

Major Customers

1 unchanged sentence

Three months ended

Six months ended

Nine months ended

September 30,

Percent of total revenues:

2 unchanged sentences

Accounts receivable balances of major customers that amount to 10% or more of total accounts receivable balance:

September 30,

Percent of total accounts receivables balance:

NOTE 10 - SUBSEQUENT EVENTS

In July 2023, the Company’s compensation committee approved the issuance of restricted stock units to be issued under our 2022 Equity Incentive Plan.

In October 2023, the Company’s compensation committee approved the issuance of restricted stock units to be issued under our 2022 Equity Incentive Plan.

The total aggregate fair value of RSUs granted was $ 20.8 million, which consisted of 582 thousand RSUs, which will vest over a service period of three years .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements