UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-K - Annual Report

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Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended December 31, 2018ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the transition period fromtoCommission file number: 000-26408WAYSIDE TECHNOLOGY GROUP, INC.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction of incorporation)13-3136104(IRS Employer Identification Number)4 Industrial Way West, Suite 300 Eatontown, NJ(Address of principal executive offices)07724(Zip Code)Registrant’s telephone number, including area code: (732) 389-0932Securities registered pursuant to section 12(b) of the Act:Title of Each ClassName of Each Exchange on Which RegisteredCommon Stock, par value 0.01 per shareThe NASDAQ Global MarketSecurities registered pursuant to section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes No 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 of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject tosuch 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 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein,and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or other information statements incorporated by reference inPart III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth 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 anynew 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 Act). Yes No The aggregate market value of the Common Stock held by non-affiliates of the Registrant computed by reference to the closing sale price for theRegistrant’s Common Stock as of June 29, 2018, which was the last business day of the Registrant’s most recently completed second fiscal quarter,as reported on The NASDAQ Global Market, was approximately 55,216,079 (In determining the market value of the Common Stock held by anynon-affiliates, shares of Common Stock of the Registrant beneficially owned by directors, officers and holders of more than 10% of the outstandingshares of Common Stock of the Registrant have been excluded. This determination of affiliate status is not necessarily a conclusive determination forother purposes).The number of shares outstanding of the Registrant’s Common Stock as of February 18, 2019 was 4,514,994 shares.

Documents Incorporated by Reference: Portions of the Registrant’s definitive Proxy Statement for its 2019 Annual Meeting of Stockholders to befiled on or before May 1, 2019 are incorporated by reference into Part III of this Report.Table of ContentsSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis report includes “forward-looking statements” within the meaning of Section 21E of theExchange Act. Statements in this report regarding future events or conditions, including but not limitedto statements regarding industry prospects and the Company’s expected financial position, business andfinancing plans, are forward-looking statements.Although the Company believes that the expectations reflected in such forward-lookingstatements are reasonable, it can give no assurance that such expectations will prove to have beencorrect. We strongly urge current and prospective investors to carefully consider the cautionarystatements and risks contained in this report, particularly the risks described under “Item 1A. RiskFactors” herein. Such risks include, but are not limited to, the continued acceptance of the Company’sdistribution channel by vendors and customers, the timely availability and acceptance of new products,contribution of key vendor relationships and support programs, as well as factors that affect thesoftware industry generally.The Company operates in a rapidly changing business, and new risk factors emerge from timeto time. Management cannot predict every risk factor, nor can it assess the impact, if any, of all suchrisk factors on the Company’s business or the extent to which any factor, or combination of factors,may cause actual results to differ materially from those projected in any forward-looking statements.Accordingly, forward-looking statements should not be relied upon as a prediction of actualresults and readers are cautioned not to place undue reliance on these forward-looking statements,which speak only as of their dates. The Company undertakes no obligation to publicly update or reviseany forward-looking statements, whether as a result of new information, future events or otherwise.The statements concerning future sales, future gross profit margin and future selling andadministrative expenses are forward looking statements involving certain risks and uncertainties suchas availability of products, product mix, pricing pressures, market conditions and other factors, whichcould result in a fluctuation of sales below recent experience.Table of Contents

PART IItem 1. BusinessGeneralWayside Technology Group, Inc. and Subsidiaries (the “Company,” “us,” “we,” or “our”) isan information technology (“IT”) channel company. The Company operates through two reportableoperating segments. The “Lifeboat Distribution” segment distributes technical software and hardwareto corporate resellers, value added resellers (VARs), consultants and systems integrators worldwide.The “TechXtend” segment is a value-added reseller of software, hardware and services forcorporations, government organizations and academic institutions in the USA and Canada. We offer anextensive line of products from leading publishers of software and tools for virtualization/cloudcomputing, security, networking, storage and infrastructure management, application lifecyclemanagement and other technically sophisticated domains as well as computer hardware.The Company was incorporated in Delaware in 1982. Our common stock, par value 0.01 pershare (“Common Stock”) is listed on The NASDAQ Global Market under the symbol “WSTG”. Ourmain web site address is www.waysidetechnology.com, and the other web sites maintained by ourbusiness include www.lifeboatdistribution.com and www.techxtend.com. Reference to these “uniformresource locators” or “URLs” is made as an inactive textual reference for informational purposes only.Information on our web sites should not be considered filed with the Securities and ExchangeCommission, and is not, and should not be deemed to be, a part of this report.In our Lifeboat Distribution segment, we distribute technology products from softwaredevelopers, publishers or equipment manufacturers to resellers, and system integrators worldwide. Wepurchase software, maintenance/service agreements, networking/storage/security equipment andcomplementary products from our vendors and sell them to our reseller customers. Generally, a vendorauthorizes a limited number of companies to act as distributors of their product and sell to resellers oftheir product. Our reseller customers include value-added resellers, or VARs, corporate resellers,government resellers, system integrators, direct marketers, and national IT superstores. We combineour core strengths in customer service, marketing, distribution, credit and billing to allow our customersto achieve greater efficiencies in time to market in the IT channel in a cost-effective manner.Our Lifeboat Distribution business is characterized by low gross profit as a percentage ofrevenue, or gross margin, and price competition. In our Lifeboat segment, we are highly dependent onthe end-market demand for the products we sell, and on our partners’ strategic initiatives and businessmodels. This end-market demand is influenced by many factors including the introduction of newproducts, replacement and renewal cycles for existing products, competitive products, overall economicgrowth and general business activity. A difficult and challenging economic environment may also leadto consolidation or decline in the industry and increased price-based competition.We also provide comprehensive IT solutions directly to end users through our TechXtendsegment. Products in this segment are acquired directly from equipment manufacturers, softwaredevelopers or distributors and sold to end users. We provide customer service, billing, sales andmarketing support in this segment and provide extended payment terms to facilitate sales.The Company operates a distribution facility in Eatontown, New Jersey.ProductsAn essential part of our ongoing operations and growth plans is the continued recruitment ofsoftware publishers for which we become authorized distributors of their products. The Company sellsa wide variety of technology products from a broad range of publishers and manufacturers, such asBluebeam Software, Dell/Dell Software, erwin, Flexera Software, Hewlett Packard, Infragistics, IntelSoftware, Lenovo, Micro Focus, Microsoft, Mindjet, Samsung, SmartBear Software, SolarWinds,Sophos, StorageCraft Technology, TechSmith, Unitrends and VMware. On a continuous basis, wescreen new vendors and products for inclusion in our line card based on their1

Table of Contentsfeatures, quality, price, profit margins and current market trends. The Company predominantly sellsthird party software, software subscriptions, and maintenance. Sales of hardware and peripheralsrepresented 22%, 16%, and 17% of our overall net sales in 2018, 2017 and 2016, respectively.Marketing and DistributionWe market products through creative marketing communications, including our web sites,local and on-line seminars, events, webinars, and social media. We also use direct e-mail and printedmaterial to introduce new products and upgrades, to cross-sell products to current customers, and toeducate and inform existing and potential customers. We believe that our blend of electronic andtraditional marketing and selling programs are important marketing vehicles for software publishersand manufacturers. These programs provide a cost-effective and service-oriented means to market andsell and fulfill software products and meet the needs of users.The Company had two customers that each accounted for more than 10% of total consolidatednet sales for 2018. For the year ended December 31, 2018, CDW Corporation (“CDW”) and SoftwareHouse International Corporation (“SHI”), accounted for 25.6%, and 16.6%, respectively, ofconsolidated net sales and as of December 31, 2018, 35.6% and 15.0%, respectively, of total netaccounts receivable. For the year ended December 31, 2017, CDW and SHI accounted for 18.0%, and20.1%, respectively, of consolidated net sales and as of December 31, 2017, 28.2%, and 14.9%,respectively, of total net accounts receivable. For the year ended December 31, 2016, CDW and SHIaccounted for 17.3%, and 16.3%, respectively, of consolidated net sales. Our top five customersaccounted for 55%, 50%, and 46% of consolidated net sales in 2018, 2017 and 2016, respectively. TheCompany generally ships products within 48 hours of confirming a customer’s order. This results inminimum backlog in the business.Net sales to customers in Canada represented 7%, 7%, and 8% of our consolidated net sales in2018, 2017, and 2016, respectively. Net sales in Europe and the rest of the world represented 6%, 7%,and 6% of our consolidated net sales in 2018, 2017, and 2016, respectively. For geographic financialinformation, please refer to Note 10 in the Notes to our Consolidated Financial Statements.Customer SupportWe believe that providing a high level of customer service is necessary to compete effectivelyand is essential to continued sales and revenue growth. Our account representatives assist ourcustomers with all aspects of purchasing decisions, order processing, returns processing, and inquirieson order status, product pricing and availability. The account representatives are trained to answer allbasic questions about the features and functionality of products.Purchasing and FulfillmentThe Company’s success is dependent, in part, upon the ability of its suppliers to develop andmarket products that meet the changing requirements of the marketplace. The Company believes itmaintains good relationships with its vendors. The Company and its principal vendors have cooperatedfrequently in product introductions and in other marketing programs. As is customary in the industry,the Company has no long-term supply contracts with any of its suppliers. Substantially all theCompany’s contracts with its vendors are terminable upon 30 days’ notice or less. Moreover, the waysoftware products are distributed and sold is changing, and new methods of distribution and sale mayemerge or expand. Software publishers have sold, and may intensify their efforts to sell, their productsdirectly to end-users. The Company’s business and results of operations may be adversely affected ifthe terms and conditions of the Company’s authorizations with its vendors were to be significantlymodified or if certain products become unavailable to the Company.We believe that effective purchasing from a diverse vendor base is a key element of ourbusiness strategy. For the year ended December 31, 2018, Sophos and SolarWinds accounted for 23.9%and 15.3%, respectively of our consolidated purchases. For the year ended December 31, 2017, Sophosand SolarWinds accounted for 26.4% and 14.7%, respectively of our consolidated purchases. For the

year ended December 31, 2016, Sophos and SolarWinds accounted for 23.1% and 10.8%, respectively,of our consolidated purchases. The loss of a key vendor or group of vendors could disrupt our productavailability and otherwise have an adverse effect on the Company.2Table of ContentsThe Company purchased approximately 97%, 96% and 96% of its products directly frommanufacturers and publishers in 2018, 2017 and 2016, respectively, and the balance from multipledistributors. Most suppliers or distributors will “drop ship” products directly to the customers, whichreduces physical handling by the Company. Inventory management techniques, such as “drop shipping”allow the Company to offer a greater range of products without increased inventory requirements orcost of carrying inventory.Inventory levels may vary from period to period, due in part to increases or decreases in saleslevels, the Company’s practice of making advance purchases when it deems the terms of suchpurchases to be attractive, and the addition of new suppliers and products. Moreover, the Company’sorder fulfillment and inventory control systems allow the Company to order certain products just intime for next day shipping. The Company promotes the use of electronic data interchange (“EDI”) withits suppliers and customers, which helps reduce overhead and the use of paper in the ordering process.Although brand names and individual products are important to our business, we believe thatcompetitive sources of supply are available for substantially all the product categories we carry.CompetitionThe software market is highly competitive and characterized by aggressive pricing practicesby both software distributors and resellers. This has resulted in declining gross margins as a percentageof sales, which the Company expects to continue. The Company faces competition from a wide varietyof sources competing principally based on price, product availability, customer service and technicalsupport. In the Lifeboat Distribution segment, we compete against much larger broad-line distributors,as well as specialty distributors and, in some cases, the direct sales teams of the vendors we represent,who also sell directly to the end-customers. In the TechXtend segment, we compete against vendorswho sell directly to customers, as well as software resellers, superstores, e-commerce vendors, andother direct marketers of software and hardware products. In both segments, some of our competitorsare significantly larger and have substantially greater resources than the Company.There can be no assurance that the Company can compete effectively against existingcompetitors or new competitors that may enter the market or that it can generate profit margins whichrepresent a fair return to the Company. An increase in the amount of competition faced by theCompany, or its failure to compete effectively against its competitors, could have a material adverseeffect on the Company’s business, financial condition and results of operations.The Company competes with other distributors and resellers to become an authorizeddistributor or reseller of products from software developers and publishers. It also competes withdistributors and resellers to attract prospective buyers, and to source new products from softwaredevelopers and publishers, and to market its current product line to customers. The Company believesthat its ability to offer software developers and IT professionals easy access to a wide selection of thedesired IT products at reasonable prices with prompt delivery and high customer service levels, alongwith its good relationships with vendors and suppliers, allows it to compete effectively. The Companycompetes to gain distribution rights for new products primarily based on its reputation for successfullybringing new products to market and the strength of and quality of its relationships with softwarepublishers and the reseller community.The market for the software products we sell is characterized by rapid changes in technology,user requirements, and customer specifications. The way software products are distributed and sold is

changing, and new methods of distribution and sale may emerge or expand. Software developers andpublishers have sold, and may intensify their efforts to sell, their products directly to end-users. Thecontinuing evolution of the Internet as a platform in which to conduct e-commerce businesstransactions has both lowered the barriers for competition and broadened customer access to productsand information, increasing competition and reducing prices. From time to time, certain softwaredevelopers and publishers have instituted programs for the direct sale of large order quantities ofsoftware to certain major corporate accounts and renewals of maintenance agreements. These types ofprograms may continue to be developed and used by various developers and publishers. While somesoftware developers and publishers currently sell new releases or upgrades directly to end users, theyhave not attempted to completely bypass the distribution and reseller channels. There can be noassurances, however, that software developers and publishers will continue using distributors andresellers to the same extent they currently do. Future efforts by software developers and publishers tobypass third-3Table of Contentsparty sales channels could materially and adversely affect the Company’s business, results ofoperations and financial condition.In addition, resellers and publishers may attempt to increase the volume of software productsdistributed electronically through ESD (Electronic Software Distribution) technology, throughsubscription services, and through on-line shopping services. Any of these competitive programs, ifsuccessful, could have a material adverse effect on the Company’s business, results of operations andfinancial condition. For a description of additional risks relating to competition in our industry, pleaserefer to “Item 1.A. Risk Factors”: “We rely on our suppliers for product availability, marketing funds,purchasing incentives and competitive products to sell”, and “The IT products and services industry isintensely competitive and actions of competitors, including manufacturers of products we sell, cannegatively affect our business.”Information TechnologyThe Company operates the IT systems on several platforms including Windows and cloudbased platforms that control the full order processing cycle. The technology systems allow forcentralized management of key functions, including inventory, accounts receivable, purchasing, salesand distribution and payment processing. We are dependent on the accuracy and proper utilization ofour technology systems, telephone systems, websites, e-mail and EDI systems.Our IT systems allow us to monitor sales trends, real-time product availability, order statusthroughout the full order cycle, and automates order transactions and invoicing transactions for ourcustomers and vendors. The main focus of our IT systems is to allow us to transact and communicatewith our customers and vendors in the most efficient manner possible. We provide various options totransact electronically with our customers and vendors through EDI, XML and other electronicmethods.The Company recognizes the need to continually upgrade its IT systems to effectively manageand secure its infrastructure and customer data and to provide continued scalability and flexibility. Inthat regard, the Company anticipates that it will, from time to time, require software and hardwareupgrades for its present IT systems.TrademarksThe Company conducts its business under various trademarks and service marks includingLifeboat Distribution, TechXtend and International Software Partners. The Company protects thesetrademarks and service marks and believes that they have significant value to us and are importantfactors in our marketing programs.

EmployeesAs of December 31, 2018, Wayside Technology Group, Inc. and its subsidiaries had 153 fulltime employees. The Company is not a party to any collective bargaining agreements with itsemployees, has experienced no work stoppages and considers its relationships with its employees to besatisfactory.Available InformationUnder the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Companyis required to file annual, quarterly and current reports, proxy and information statements and otherinformation with the Securities and Exchange Commission (“SEC”). You may read and copy anydocument we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington,D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public referenceroom. The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and informationstatements, and other information regarding issuers that file electronically with the SEC. The Companyfiles electronically with the SEC. The Company makes available, free of charge, through its internetweb site, its reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, as soon asreasonably practicable after they are filed with the SEC. The following address for the Company’s website includes a hyperlink to those reports under “Financials/SEC Filings”:http://www.waysidetechnology.com.4Table of ContentsIn December 2017, we adopted a Code of Ethical Conduct. The full text of the Code of EthicalConduct, which applies to all employees, officers and directors of the Company, including our ChiefExecutive Officer and Chief Financial Officer, is available at our web site,http://www.waysidetechnology.com, under “Governance.” The Company intends to disclose anyamendment to, or waiver from, a provision of the Code of Ethical Conduct that applies to its ChiefExecutive Officer or Chief Financial Officer on its web site under “Investor Information.”Reference to the “uniform resource locators” or “URLs” contained in this section is made asan inactive textual reference for informational purposes only. Information on our web sites should notbe considered filed with the Securities and Exchange Commission, and is not, and should not bedeemed to be part of this report.Item 1A. Risk FactorsInvestors should carefully consider the risk factors set forth below as well as the otherinformation contained in this report. Any of the following risks could materially and adversely affectour business, financial condition or results of operations. Additional risks and uncertainties notcurrently known to us or those currently viewed by us to be immaterial may also materially andadversely affect our business, financial condition or results of operations.Changes in the information technology industry and/or economic environment may reducedemand for the products and services we sell. Our results of operations are influenced by a variety offactors, including the condition of the IT industry, general economic conditions, shifts in demand for,or availability of, computer products and software and IT services and industry introductions of newproducts, upgrades or methods of distribution. The information technology products industry ischaracterized by abrupt changes in technology, rapid changes in customer preferences, short productlife cycles and evolving industry standards. Net sales can be dependent on demand for specific productcategories, and any change in demand for or supply of such products could have a material adverse

effect on our net sales, and/or cause us to record write-downs of obsolete inventory, if we fail to react ina timely manner to such changes.We rely on our suppliers for product availability, marketing funds, purchasing incentivesand competitive products to sell. We acquire products for resale both directly from manufacturers andindirectly from distributors. The loss of a supplier could cause a disruption in the availability ofproducts. Additionally, there is no assurance that as manufacturers continue to or increasingly selldirectly to end users and through the distribution channel, that they will not limit or curtail theavailability of their products to distributors/resellers like us. For example, resellers and publishers mayattempt to increase the volume of software products distributed electronically through ESD (ElectronicSoftware Distribution) technology, through subscription services, and through on-line shoppingservices, and correspondingly, decrease the volume of products sold through us. Our inability to obtaina sufficient quantity of products, or an allocation of products from a manufacturer in a way that favorsone of our competitors, or competing distribution channels, relative to us, could cause us to be unableto fill clients’ orders in a timely manner, or at all, which could have a material adverse effect on ourbusiness, results of operations and financial condition. We also rely on our suppliers to provide fundsfor us to market their products, including through our on-line marketing efforts, and to providepurchasing incentives to us. If any of the suppliers that have historically provided these benefits to usdecides to reduce such benefits, our expenses would increase, adversely affecting our results ofoperations.General economic weakness may reduce our revenues and profits. Generally, economicdownturns, may cause some of our current and potential customers to delay or reduce technologypurchases, resulting in longer sales cycles, slower adoption of new technologies and increased pricecompetition. We may, therefore, experience a greater decline in demand for the products we sell,resulting in increased competition and pressure to reduce the cost of operations. Any benefits from costreductions may take longer to realize and may not fully mitigate the impact of the reduced demand. Inaddition, weak financial and credit markets heighten the risk of customer bankruptcies and create acorresponding delay in collecting receivables from those customers and may also affect our vendors’ability to supply products, which could disrupt our operations. The realization of any or all these riskscould have a material adverse effect on our business, results of operations and financial condition.The IT products and services industry is intensely competitive and actions of competitors,including manufacturers of products we sell, can negatively affect our business. Competition hasbeen based primarily on price, product availability, speed of delivery, credit availability and quality andbreadth of product lines and, increasingly, also5Table of Contentsis based on the ability to tailor specific solutions to client needs. We compete with manufacturers,including manufacturers of products we sell, as well as a large number and wide variety of marketersand resellers of IT products and services. In addition, manufacturers are increasing the volume ofsoftware products they distribute electronically directly to end-users and in the future, will likely paylower referral fees for sales of certain software licensing agreements sold by us. Generally, pricing isvery aggressive in the industry,

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2018 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

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