label int64 1 1 | id stringlengths 10 12 | original_id stringlengths 8 9 | text stringlengths 347 29.5k |
|---|---|---|---|
1 | 172889321_b0 | 172889321 |
2019
$ 1,316
2020
1,382
2021
1,017
2022
1,070
2023
1,037
Thereafter
1,300
Total
$ 7,122
Related Party Transactions (Details)
12 Months Ended
Sep. 30, 2018 Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2016 Sep. 30, 2018 USD ($) GBP (£) USD ($) USD ($) GBP (£)
Related Party Transaction
Professional fees
$ 1,000,000
$ 500,000
Affiliated Entity | Syncona LLP
Related Party Transaction
Related party expense
60,000
56,000 $ 200,000
Due to related party
13,000
3,000
Affiliated Entity | University College London and Related Entities
Related Party Transaction
Due to related party
200,000 43,000
Related party transactions
700,000 2,400,000
Affiliated Entity | University College London and Related Entities | License fees
Related Party Transaction
Related party transactions
40,000 1,500,000
Affiliated Entity | The Wellcome Trust
Related Party Transaction
Due to related party
0
0
Affiliated Entity | Arix Bioscience
Related Party Transaction
Related party expense
18,000
20,000 $ 11,000
Due to related party
0
2,000
Affiliated Entity | Kapil Dhingra, M.D.
Related Party Transaction
Due to related party
$ 46,000
$ 32,000
Professional fees | £
£ 10,000
Incremental rate for professional fees | £
£ 1,111
Employee Benefit Plans (Details) - USD ($)
12 Months Ended Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2016
Retirement Benefits [Abstract]
Employer contributions to defined benefit pension schemes $ 500,000 $ 300,000 $ 100,000
Employer contribution (percent)
4.00%
Employer contributions
$ 0
$ 0
$ 0
|
1 | 172889321_b1 | 172889321 |
Rent expense
$ 0.9
$ 0.6
Whitewood Media Village GP Limited and Whitewood Media Village Nominee Limited
Loss Contingencies
Lease term (in years)
8 years
Leasehold improvements
$ 2.5
The Mutual Insurance Society Limited
Loss Contingencies
Lease term (in years)
15 years
Operating lease
Loss Contingencies
Leasehold improvements
$ 0.1
2.1
Operating lease | Imperial (Forest House) Limited
Loss Contingencies
Lease term (in years)
10 years
Period to exercise option for additional space (in months)
15 months
Licensing agreements
Loss Contingencies
Loss Contingency Accrual
$ 0.7
$ 0.0
Commitments and Contingencies - Future Minimum Lease Payment
(Details) $ in Thousands
Sep. 30, 2018 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity
2019
$ 1,316
2020
1,382
2021
1,017
2022
1,070
2023
1,037
Thereafter
1,300
Total
$ 7,122
Related Party Transactions (Details)
12 Months Ended
Sep. 30, 2018 Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2016 Sep. 30, 2018 USD ($) GBP (£) USD ($) USD ($) GBP (£)
Related Party Transaction
Professional fees
$ 1,000,000
$ 500,000
Affiliated Entity | Syncona LLP
Related Party Transaction
Related party expense
60,000
56,000 $ 200,000
Due to related party
13,000
3,000
Affiliated Entity | University College London and Related Entities
Related Party Transaction
Due to related party
200,000 43,000
Related party transactions
700,000 2,400,000
Affiliated Entity | University College London and Related Entities | License fees
Related |
1 | 172895846_0 | 172895846 | GW PHARMACEUTICALS PLC
Form 10-K
Filed on 29-Nov-2018 Period 30-Sep-2018 Accession number: 0001564590-18-030224
Included Items
1. 10-K 2. EX-3.1 3. EX-10.80 4. EX-10.81 5. EX-10.82 6. EX-14.1 7. EX-16.1 8. EX-23.1 9. EX-23.2 10. EX-31.1 11. EX-31.2 12. EX-32.1 13. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended September 30, 2018 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Commission File Number 001-35892
GW PHARMACEUTICALS PLC
(Exact name of Registrant as specified in its charter)
England and Wales
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
Sovereign House, Vision Park Chivers Way, Histon Cambridge, CB24 9BZ United Kingdom
(Address of principal executive offices)
+44 1223 266800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
American Depositary Shares, each representing 12 Ordinary Shares, par value £0.001 per share
Name of exchange on which registered
The Nasdaq Global Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate 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 | 172895846_1 | 172895846 |
(Exact name of Registrant as specified in its charter)
England and Wales
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
Sovereign House, Vision Park Chivers Way, Histon Cambridge, CB24 9BZ United Kingdom
(Address of principal executive offices)
+44 1223 266800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
American Depositary Shares, each representing 12 Ordinary Shares, par value £0.001 per share
Name of exchange on which registered
The Nasdaq Global Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate 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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES NO
Indicate by check mark 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 information statements incorporated by reference in Part 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, or a smaller reporting company. See the definitions of |
1 | 172895846_2 | 172895846 | (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES NO
Indicate by check mark 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 information statements incorporated by reference in Part 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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 31, 2018, the last business day of the Registrant's most recently completed second fiscal quarter was approximately $3,083,000,000, based upon the closing price on the Nasdaq Global Market reported for such date. For purposes of this calculation only, this amount excludes ordinary shares and American Depositary Shares held by directors and executive officers and by each person who |
1 | 172895846_3 | 172895846 | "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 31, 2018, the last business day of the Registrant's most recently completed second fiscal quarter was approximately $3,083,000,000, based upon the closing price on the Nasdaq Global Market reported for such date. For purposes of this calculation only, this amount excludes ordinary shares and American Depositary Shares held by directors and executive officers and by each person who owns or may be deemed to own 10% or more of the registrant's ordinary shares and American Depositary Shares at March 31, 2018.
As of November 12, 2018, 366,515,500 shares were outstanding including 348,028,672 shares held as American Depositary Shares, each representing twelve Ordinary Shares, par value £0.001 per share and 18,486,828 Ordinary Shares.
Item 1. Item 1A. Item 1B Item 2. Item 3. Item 4.
Item 5.
Item 6. Item 7.
Item 7A. Item 8. Item 9.
Item 9A. Item 9B.
Item 10. Item 11. Item 12.
Item 13. Item 14.
Item 15 Item 16.
TABLEOF CONTENTS
Part I
Information Regarding Forward-Looking Statements General Information Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures
Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements |
1 | 172895846_b0 | 172895846 | 461) (61,816) (53,853) (52,648) (43,266) (20,692) (295,167) (170,459) (91,696)
Net loss per common share, basic and diluted
$ (0.23) $ (0.25) $ (0.20) $ (0.20) $ (0.18) $ (0.17) $ (0.14) $ (0.07) $ (0.88) $ (0.56) $ (0.34)
Weighted average common shares outstanding, basic and diluted
341,302 340,457 340,252 313,730 306,263 306,011 305,818 305,216 333,936 305,826 272,165
Subsequent Events Additional Information
(Details) - USD ($) $ / shares in Units, $ in
Millions
1 Months Ended
12 Months Ended
Oct. 31, 2018 Dec. 31, 2017 Jul. 31, 2016 Sep. 30, 2018 Sep. 30, 2016
Class Of Stock [Line Items]
ADS price per share
$ 115.00 $ 90.00
Proceeds from issuance of shares
$ 297.9 $ 273.8
American Depositary Shares ("ADSs")
Class Of Stock [Line Items]
Issuance of common stock in public offering, net of issuance costs, Shares
2,760,000 3,220,000
Subsequent Event
Class Of Stock [Line Items]
ADS price per share
$ 158.00
Proceeds from issuance of shares
$ 324.2
Subsequent Event | American Depositary Shares ("ADSs")
Class Of Stock [Line Items]
Issuance of common stock in public offering, net of issuance costs, Shares 2,185,000
Common Stock
Class Of Stock [Line Items]
Issuance of common stock in public offering, net of issuance costs, Shares
33,120,000 38,640,000 33,120,000 38,640,000
Common Stock | Subsequent Event
Class Of Stock [Line Items]
Issuance of common stock in public offering, net of issuance costs, Shares 26,220,000
|
1 | 172895846_b1 | 172895846 | , shares in
3 Months Ended
12 Months Ended
Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30, Sep. 30, Sep. 30, 2018 2018 2018 2017 2017 2017 2017 2016 2018 2017 2016
Thousands, $ in Thousands
Quarterly Financial Data [Abstract]
Total revenues
$ 2,420 $ 3,284 $ 3,041 $ 3,992 $ 2,450 $ 2,764 $ 1,381 $ 2,034 $ 12,737 $ 8,629 $ 12,730
Operating loss
(80,607) (81,406) (68,242) (58,548) (48,414) (43,023) (38,923) (35,801) (288,803) (166,161) (128,653)
Net loss
$
$
$
$
$
$
$
$
$
$
$
(79,879) (84,011) (69,461) (61,816) (53,853) (52,648) (43,266) (20,692) (295,167) (170,459) (91,696)
Net loss per common share, basic and diluted
$ (0.23) $ (0.25) $ (0.20) $ (0.20) $ (0.18) $ (0.17) $ (0.14) $ (0.07) $ (0.88) $ (0.56) $ (0.34)
Weighted average common shares outstanding, basic and diluted
341,302 340,457 340,252 313,730 306,263 306,011 305,818 305,216 333,936 305,826 272,165
Subsequent Events Additional Information
(Details) - USD ($) $ / shares in Units, $ in
Millions
1 Months Ended
12 Months Ended
Oct. 31, 2018 Dec. 31, 2017 Jul. 31, 2016 Sep. 30, 2018 Sep. 30, 2016
Class Of Stock [Line Items]
ADS price per share
$ 115. |
1 | 172897684_0 | 172897684 | Adient Plc
Form 10-K
Filed on 29-Nov-2018 Period 30-Sep-2018 Accession number: 0001670541-18-000065
Included Items
1. 10-K 2. EX-10.21: EXHIBIT 10.21 3. EX-21.1: EXHIBIT 21.1 4. EX-23.1: EXHIBIT 23.1 5. EX-31.1: EXHIBIT 31.1 6. EX-31.2: EXHIBIT 31.2 7. EX-32.1: EXHIBIT 32.1 8. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the fiscal year ended September 30, 2018 or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37757
Adient plc (exact name of Registrant as specified in its charter)
Ireland
98-1328821
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
25-28 North Wall Quay, IFSC, Dublin 1, Ireland
(Address of principal executive offices)
Registrant's telephone number, including area code: 734-254-5000
Securities registered pursuant to Section 12(b) of the Act:
(Title of class)
(Name of exchange on which registered)
Ordinary Shares, par value $0.001
NewYork Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x 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 x
Note: Checking |
1 | 172897684_1 | 172897684 | File Number: 001-37757
Adient plc (exact name of Registrant as specified in its charter)
Ireland
98-1328821
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
25-28 North Wall Quay, IFSC, Dublin 1, Ireland
(Address of principal executive offices)
Registrant's telephone number, including area code: 734-254-5000
Securities registered pursuant to Section 12(b) of the Act:
(Title of class)
(Name of exchange on which registered)
Ordinary Shares, par value $0.001
NewYork Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x 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 x
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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 x
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes x
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 |
1 | 172897684_2 | 172897684 | the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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 x
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes x
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 information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
Non-accelerated filer ¨
Adient plc | Form 10-K | 1
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12 |
1 | 172897684_3 | 172897684 | contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
Non-accelerated filer ¨
Adient plc | Form 10-K | 1
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ¨ No x
The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of March 31, 2018, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $5.6 billion. At September 30, 2018, 93,395,662 ordinary shares were outstanding.
Documents Incorporated by Reference
Portions of the Registrant's definitive proxy statement relating to its 2019 annual general meeting of shareholders to be held on March 11, 2019 (the "2019 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2019 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
Adient plc | Form 10-K | 2
ITEM
ITEM 1 ITEM 1A ITEM 1B ITEM 2 ITEM 3 ITEM 4
ITEM 5 ITEM 6 ITEM 7 ITEM 7A ITEM 8 ITEM 9 ITEM 9A ITEM 9B
ITEM 10 ITEM 11 |
1 | 172897684_b0 | 172897684 | Millions
12 Months Ended Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2016
Equity Method Investments and Joint Ventures [Abstract]
Net sales
$ 18,258 $ 17,262 $ 16,126
Gross profit
2,214
1,994
1,796
Net income
823
1,039
973
Net income attributable to the entity
$ 773
$ 974
$ 918
Nonconsolidated PartiallyOwned Affiliates - Balance Sheet (Details) - USD ($)
$ in Millions
Sep. 30, 2018 Sep. 30, 2017
Equity Method Investments and Joint Ventures [Abstract]
Current assets
$ 7,716 $ 7,720
Noncurrent assets
3,455
3,157
Current liabilities
7,579
7,362
Noncurrent liabilities
433
380
Noncontrolling interests
$ 120
$ 139
Commitments and Contingencies (Details) -
USD ($) $ in Millions
Sep. 30, 2018 Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Reserves for environmental liabilities
$ 8
$ 9
Related Party Transactions (Details) - USD ($) $ in Millions
12 Months Ended Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2016
Related Party Transaction [Line Items]
Net sales to related parties
$ 389
$ 409
$ 438
Purchases from related parties
614
511
443
Accounts receivable due from related parties
91
129
Accounts payable due to related parties
$ 102
104
Corporate Expenses
Related Party Transaction [Line Items]
Related party expenses
294
Separation Costs, Parent
Related Party Transaction [Line Items]
Related party expenses
458
Separation Costs, Adient
Related Party Transaction [Line Items]
Related party expenses
$ 369
Former Parent | Reconciliation of Working Capital and Other Accounts
Related Party Transaction [Line Items]
Related party transaction amount
$ 87
|
1 | 172897684_b1 | 172897684 | 358
Nonconsolidated PartiallyOwned Affiliates - Partiallyowned Affiliates (Details)
Sep. 30, 2018 Sep. 30, 2017
Seating | Changchun FAWAY Adient Automotive Systems Co. Ltd. (CFAA)
Schedule of Equity Method Investments [Line Items]
% ownership
49.00% 49.00%
Seating | Yanfeng Adient Seating Co., Ltd. (YFAS)
Schedule of Equity Method Investments [Line Items]
% ownership
49.90% 49.90%
SS&M | Adient Yanfeng Seating Mechanism Co., Ltd. (AYM)
Schedule of Equity Method Investments [Line Items]
% ownership
50.00% 50.00%
Interiors | Yanfeng Global Automotive Interiors Systems Co., Ltd. (YFAI)
Schedule of Equity Method Investments [Line Items]
% ownership
30.00% 30.00%
Nonconsolidated PartiallyOwned Affiliates - Income Statement (Details) - USD ($)
$ in Millions
12 Months Ended Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2016
Equity Method Investments and Joint Ventures [Abstract]
Net sales
$ 18,258 $ 17,262 $ 16,126
Gross profit
2,214
1,994
1,796
Net income
823
1,039
973
Net income attributable to the entity
$ 773
$ 974
$ 918
Nonconsolidated PartiallyOwned Affiliates - Balance Sheet (Details) - USD ($)
$ in Millions
Sep. 30, 2018 Sep. 30, 2017
Equity Method Investments and Joint Ventures [Abstract]
Current assets
$ 7,716 $ 7,720
Noncurrent assets
3,455
3,157
Current liabilities
7,579
7,362
Noncurrent liabilities
433
380
Noncontrolling interests
$ 120
$ 139
Commitments and Contingencies (Details) -
USD ($) $ in Millions
Sep. 30 |
1 | 173046826_0 | 173046826 | Venator Materials PLC
Form 10-K
Filed on 20-Feb-2019 Period 31-Dec-2018 Accession number: 0001705682-19-000005
Included Items
1. 10-K 2. EX-10.20: EXHIBIT 10.20 3. EX-10.21: EXHIBIT 10.21 4. EX-10.22: EXHIBIT 10.22 5. EX-10.23: EXHIBIT 10.23 6. EX-10.24: EXHIBIT 10.24 7. EX-10.25: EXHIBIT 10.25 8. EX-10.26: EXHIBIT 10.26 9. EX-21.1: EXHIBIT 21.1 10. EX-23.1: EXHIBIT 23.1 11. EX-23.2: EXHIBIT 23.2 12. EX-31.1: EXHIBIT 31.1 13. EX-31.2: EXHIBIT 31.2 14. EX-32.1: EXHIBIT 32.1 15. EX-32.2: EXHIBIT 32.2 16. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
Form 10 K
þ ANNUAL REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934 For the fiscal year ended December 31, 2018 OR
¨ TRANSITION REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934 Commission File Number 001 38176
Venator Materials PLC
(Exact name of registrant as specified in its charter)
England and Wales
98 1373159
(State or other jurisdiction
(I.R.S. Employer Identification No.)
of incorporation or organization)
Titanium House, Hanzard Drive, Wynyard Park, Stockton-On-Tees, TS22, 5FD, United Kingdom
+44 (0) 1740 608 001 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Securities |
1 | 173046826_1 | 173046826 | IT 32.2 16. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
Form 10 K
þ ANNUAL REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934 For the fiscal year ended December 31, 2018 OR
¨ TRANSITION REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934 Commission File Number 001 38176
Venator Materials PLC
(Exact name of registrant as specified in its charter)
England and Wales
98 1373159
(State or other jurisdiction
(I.R.S. Employer Identification No.)
of incorporation or organization)
Titanium House, Hanzard Drive, Wynyard Park, Stockton-On-Tees, TS22, 5FD, United Kingdom
+44 (0) 1740 608 001 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Ordinary Shares, $0.001 Par Value per Share
Name of each exchange on which registered NewYork Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ¨ NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ¨ NO þ
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 þ NO ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such |
1 | 173046826_2 | 173046826 | registered pursuant to Section 12(b) of the Act:
Title of each class Ordinary Shares, $0.001 Par Value per Share
Name of each exchange on which registered NewYork Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ¨ NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ¨ NO þ
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 þ NO ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES þ NO ¨
Indicated 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 the registrant's knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b 2 of the Exchange Act. (Check one):
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised |
1 | 173046826_3 | 173046826 | shorter period that the registrant was required to submit such files). YES þ NO ¨
Indicated 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 the registrant's knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b 2 of the Exchange Act. (Check one):
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act). YES ¨ NO þ
The aggregate market value of the ordinary shares held by non-affiliates as of the last business day of the registrant's most recently completed second fiscal quarter (based on the closing price of $16.36 on June 29, 2018 reported by the NewYork Stock Exchange) was approximately $811,784,378.
As of February 12, 2019, the registrant had outstanding 106,521,304 ordinary shares, $0.001 par value per share.
DOCUMENTSINCORPORATED BY REFERENCE
Portions of Registrant's Definitive Proxy Statement for the 2019 Annual General Meeting of Shareholders may be incorporated by reference into Part III of this Form 10 K. Alternatively, we may include such information in an amendment to this annual report on Form 10-K.
Table of Contents
VENATOR MATERIALS PLC AND SUBSIDIARIES 2018 ANNUAL REPORT ON FORM10 K TABLEOF CONTENTS
GENERAL NOTE REGARD |
1 | 173046826_b0 | 173046826 |
$ (0.65)
$ (3.46)
$ 1.84
$ 0.73
$ 0.64
$ 0.48
$ 0.29
$ (0.23)
$ (1.53)
$ 1.19
$ (0.89)
Net (loss) income attributable to Venator Materials PLC ordinary shareholders (USD per share)
(0.65)
(3.46)
1.84
0.73
0.64
0.48
0.29
(0.15) (1.53) 1.26
(0.82)
Diluted (loss) income per share:
(Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders (USD per share)
(0.65)
(3.46)
1.84
0.73
0.64
0.48
0.29
(0.23) (1.53) 1.18
(0.89)
Net (loss) income per share attributable to Venator Materials PLC $
ordinary shareholders (USD per share)
(0.65)
$ (3.46)
$ 1.84
$ 0.73
$ 0.64
$ 0.48
$ 0.29
$ (0.15)
$ (1.53)
$ 1.26
$ (0.82)
Schedule II--Valuation and Qualifying Accounts (Details)
- Allowance for doubtful accounts - USD ($) $ in Millions
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period
$ 5
$ 4
$ 4
Charges to cost and expenses
1
1
0
Charged to other accounts
0
0
0
Deductions
(1)
0
0
Balance at end of period
$ 5
$ 5
$ 4
|
1 | 173046826_b1 | 173046826 |
$ 626 $ 622
$ 528
$ 582
$ 562
$ 537
$ 2,265
$ 2,209
$ 2,139
Cost of goods sold
440 463 193 454 388 448 480 465 1,550 1,744 1,989
Restructuring, impairment and plant closing and transition costs 55 428 136 9 3 16 7 26 628 52 35
(Loss) income from continuing operations
(69) (366) 198 80 70 53 34 (21) (157) 136 (85)
Net (loss) income
(69) (366) 198 80 70 53 34 (13) (157) 144 (77)
Net (loss) income attributable to Venator
$ (69)
$ (368)
$ 196
$ 78
$ 68
$ 51
$ 31
$ (16) $ (163) $ 134 $ (87)
Basic income (loss) per share:
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders (USD per share)
$ (0.65)
$ (3.46)
$ 1.84
$ 0.73
$ 0.64
$ 0.48
$ 0.29
$ (0.23)
$ (1.53)
$ 1.19
$ (0.89)
Net (loss) income attributable to Venator Materials PLC ordinary shareholders (USD per share)
(0.65)
(3.46)
1.84
0.73
0.64
0.48
0.29
(0.15) (1.53) 1.26
(0.82)
Diluted (loss) income per share:
(Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders (USD per share)
(0.65)
(3.46)
1.84
0.73
0.64
0.48
0.29
(0.23) (1.53) 1.18
(0. |
1 | 173048448_0 | 173048448 | Lyondellbasell Industries N.V.
Form 10-K
Filed on 21-Feb-2019 Period 31-Dec-2018 Accession number: 0001489393-19-000011
Included Items
1. 10-K 2. EX-10.3: EXHIBIT 10.3 3. EX-10.12: EXHIBIT 10.12 4. EX-10.17: EXHIBIT 10.17 5. EX-10.18: EXHIBIT 10.18 6. EX-10.19: EXHIBIT 10.19 7. EX-21: EXHIBIT 21 8. EX-23: EXHIBIT 23 9. EX-31.1: EXHIBIT 31.1 10. EX-31.2: EXHIBIT 31.2 11. EX-32: EXHIBIT 32 12. XBRL (render)
Table of Contents
(Mark One)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
þ ANNUALREPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2018 OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the transition period from
to
Commission file number: 001-34726
LyondellBasell Industries N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction of incorporation or organization)
98-0646235
(I.R.S. Employer Identification No.)
1221 McKinney St., Suite 300
Houston, Texas USA 77010
4th Floor, One Vine Street London W1J0AH
The United Kingdom
(Address of principal executive offices) (Zip Code)
Delftseplein 27E 3013 AA Rotterdam The Netherlands
(713) 309-7200
+44 (0) 207 220 2600
(Registrant's telephone numbers, including area codes)
Securities registered pursuant to Section 12(b) of the Act:
+31 |
1 | 173048448_1 | 173048448 | 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2018 OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the transition period from
to
Commission file number: 001-34726
LyondellBasell Industries N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction of incorporation or organization)
98-0646235
(I.R.S. Employer Identification No.)
1221 McKinney St., Suite 300
Houston, Texas USA 77010
4th Floor, One Vine Street London W1J0AH
The United Kingdom
(Address of principal executive offices) (Zip Code)
Delftseplein 27E 3013 AA Rotterdam The Netherlands
(713) 309-7200
+44 (0) 207 220 2600
(Registrant's telephone numbers, including area codes)
Securities registered pursuant to Section 12(b) of the Act:
+31 (0)10 275 5500
Title of Each Class
Name of Each Exchange On Which Registered
Ordinary Shares, 0.04 Par Value
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ 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 þ 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 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. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit |
1 | 173048448_2 | 173048448 | (0)10 275 5500
Title of Each Class
Name of Each Exchange On Which Registered
Ordinary Shares, 0.04 Par Value
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ 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 þ 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 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. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
þ
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange |
1 | 173048448_3 | 173048448 | and post such files). þ Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
þ
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor 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 þ No
The aggregate market value of common stock held by non-affiliates of the registrant on June 29, 2018, the last business day of the registrant's most recently completed second fiscal quarter, based on the closing price on that date of $109.85, was $35.0 billion. For purposes of this disclosure, in addition to the registrant's executive officers and members of its Board of Directors, the registrant has included Access Industries, LLC and its affiliates as "affiliates."
The registrant had 371,156,998 shares outstanding at February 19, 2019 (excluding 29,053,282 treasury shares).
Documents incorporated by reference: Portions of the Notice of the 2019 Annual Meeting of Shareholders and 2019 Proxy Statement, in connection with the Company's 2019 Annual Meeting of Shareholders (in Part III), as indicated
herein.
Table of Contents
PART I
1 and 2. Business and Properties
4
Overview
4
Segments
4
Ole |
1 | 173048448_b0 | 173048448 | ) - USD ($)
$ in Millions
1 Months Ended
3 Months Ended
12 Months Ended
Sep. 30, 2018
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Quarterly Financial Information Disclosure
[Abstract]
A. Schulman acquisition-related transactions and integration costs
$ 20 $ 53
A. Schulman acquisition-related transactions and integration costs after tax
$ 42
15
$ 42
$ 15
Gain on sale of France business
36
Gain on sale of France business, after tax
$ 34
Gain on sale of Louisiana site
$ 31
Gain on sale of Louisiana site, net of tax
20
Noncash gain on elimination of a lease obligation
$ 21
Noncash gain on elimination of a lease obligation, net of tax
$ 14
Gain on sale of Geosel
$ 108
Gain on sale of Geosel, net of tax
$ 103
Equity investment, ownership percentage (in hundredths)
27.00%
Non-cash benefit of reductions for tax positions of prior years including released interest
$ 346
358
Reductions for tax positions of prior years
(288)
(299) $ (20) $ (2)
Released interest expenses recognized in uncertain tax positions
$ (58)
(59)
Total charges associated with the redemption of Senior Notes due 2019
113
Total charges associated with the redemption of Senior Notes due 2019, net of tax
$ 106
Remeasurement of U.S. net deferred tax liability
$ 819
0 819 0
Quarterly Financial Information [Line Items]
Stated interest rate (in hundredths)
5.00%
Maturity year
2019
Redemption of 5% Senior Notes due 2019
$ 375
$ 1,000 $ 394 $ 1,000 $ 0
|
1 | 173048448_b1 | 173048448 | black subsidiary in France. The three months ended March 31, 2017 includes a gain of $31 million ($20 million, after tax) on the sale of property in Lake Charles, Louisiana currently used as a logistic terminal. The three months ended June 30, 2017 includes a $21 million non-cash gain ($14 million, after tax) stemming from the elimination of an obligation associated with a lease. The three months ended September 30, 2017 includes a $108 million gain ($103 million, after tax) on the sale of our 27% interest in Geosel
[3] The three months ended June 30, 2018 includes a $346 million benefit related to $288 million of previously unrecognized tax benefits and the release of $58 million of associated accrued interest. The three months ended March 31, 2017 includes total charges to interest expense of $113 million ($106 million, after tax) related to the redemption of $1,000 million aggregate principal amount of our outstanding 5% senior notes due 2019. The three months ended December 31, 2017 includes an $819 million non-cash tax benefit related to the lower federal income tax rate resulting from the newly enacted U.S. Tax Act.
Unaudited Quarterly Results, Footnotes (Details) - USD ($)
$ in Millions
1 Months Ended
3 Months Ended
12 Months Ended
Sep. 30, 2018
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Quarterly Financial Information Disclosure
[Abstract]
A. Schulman acquisition-related transactions and integration costs
$ 20 $ 53
A. Schulman acquisition-related transactions and integration costs after tax
$ 42
15
$ 42
$ 15
Gain on sale of France business
36
Gain on sale of France business, after tax
$ 34
Gain on sale of Louisiana site
$ 31
Gain on sale of Louisiana site, net of tax
20
Noncash gain on elimination of a lease obligation
$ 21
Noncash gain on elimination of a lease obligation, net of tax
$ 14 |
1 | 173052435_0 | 173052435 | Continental Building Products, Inc.
Form 10-K
Filed on 22-Feb-2019 Period 31-Dec-2018 Accession number: 0001592480-19-000005
Included Items
1. 10-K 2. EX-21.1 3. EX-23.1 4. EX-31.1 5. EX-31.2 6. EX-32.1 7. XBRL (render)
Table of Contents
As filed with the Securities and Exchange Commission on February 22, 2019
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
FORM 10-K
x 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 For the transition period from __________ to __________.
Commission File Number: 001-36293
CONTINENTAL BUILDING PRODUCTS, INC. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) 12950 Worldgate Drive, Suite 700, Herndon, VA
(Address of principal executive offices) (703) 480-3800
(Registrant's telephone number, including the area code)
61-1718923 (I.R.SEmployer Identification No.)
20170 (Zip Code)
Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class
Common Stock, $0.001 par value per share
Name of Exchange on Which Registered New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: Title of Each Class None
Name of Exchange on Which Registered n/a
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
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 x
Indicate by check mark whether the registrant (1) has |
1 | 173052435_1 | 173052435 | Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) 12950 Worldgate Drive, Suite 700, Herndon, VA
(Address of principal executive offices) (703) 480-3800
(Registrant's telephone number, including the area code)
61-1718923 (I.R.SEmployer Identification No.)
20170 (Zip Code)
Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class
Common Stock, $0.001 par value per share
Name of Exchange on Which Registered New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: Title of Each Class None
Name of Exchange on Which Registered n/a
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
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 x
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x 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 information statements incorporated by reference in Part 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 or an emerging growth company. See |
1 | 173052435_2 | 173052435 | 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 x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x 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 information statements incorporated by reference in Part 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 or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer
¨
Non-accelerated filer ¨ Smaller Reporting Company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ¨ No x As of February 21, 2019, the registrant had outstanding 35,593,775 shares of the registrant's common stock, which amount excludes 9,262,253 shares of common stock held by the registrant as treasury shares.
The aggregate market value of the registrant's common stock, $0.001 par value, held by non-affiliates of the registrant, as of June 30, 2018, the last business day of the |
1 | 173052435_3 | 173052435 | the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer
¨
Non-accelerated filer ¨ Smaller Reporting Company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ¨ No x As of February 21, 2019, the registrant had outstanding 35,593,775 shares of the registrant's common stock, which amount excludes 9,262,253 shares of common stock held by the registrant as treasury shares.
The aggregate market value of the registrant's common stock, $0.001 par value, held by non-affiliates of the registrant, as of June 30, 2018, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $1,159.4 million, based upon the last reported sales price for such date on the New York Stock Exchange.
DOCUMENTS INCORPORATED BYREFERENCE
Certain information called for by Part III is incorporated by reference to certain sections in the registrant's definitive proxy statement relating to the 2018 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2018.
1
Table of Contents
Table of Contents to 2018 Form 10-K
Part I.
Item 1.
Business
4
Item 1A. Risk Factors
8
Item 1B. Unresolved Staff Comments
16
Item 2.
Properties
16
Item 3.
Legal Proceedings
16
Item 4.
Mine Safety Disclosures
16
Part II.
17
Item 5.
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
17
Item 6.
Selected Financial Data
19
|
1 | 173052435_b0 | 173052435 | ,393 27,779 17,902 23,186 16,865 18,423 18,127 96,367 76,601 67,587
(374) (393) (391) (364) (158) (204) 345 (170) (1,522) (187) (736)
25,919 24,000 27,388 17,538 23,028 16,661 18,768 17,957 94,845 76,414 66,851
(5,780) (5,436) (5,493) (3,892) 1,208 (5,674) (6,370) (5,730) (20,601) (16,566) (22,827)
$ 20,139
$ 18,564
$ 21,895
$
13,646
$ 24,236
$ 10,987
$ 12,398
$
12,227
$ 74,244
$ 59,848
$ 44,024
$ 0.56 $ 0.51 $ 0.59 $ 0.36 $ 0.64
$ 0.55 $ 0.50 $ 0.59 $ 0.36 $ 0.64
154.20 155.43 153.88 151.60 144.78
$ 10,816
$ 11,580
$ 10,805
$
10,581
$ 10,643
$ 0.29 $ 0.32 $ 0.31 $ 2.02
$ 0.29 $ 0.32 $ 0.31 $ 2.01
144.90 150.32 147.92
$ 12,057
$ 12,474
$ 11,286
$ 1.55 $ 1.54
$ 1.08 $ 1.08
725 674 722 615 725 644 647 650
Subsequent Events (Details) - 3 Months Ended
Equipment Malfunction Subsequent Event $ in Thousands
Mar. 31, 2019 USD ($)
Minimum
Subsequent Event [Line Items]
Loss fromequipment malfunction $ 100
Maximum
Subsequent Event [Line Items]
Loss fromequipment malfunction $ 300
|
1 | 173052435_b1 | 173052435 |
101,196 94,306 98,263 86,616 94,432 87,952 89,817 89,624 380,381 361,825 336,317
39,560 36,928 41,005 30,186 36,960 28,574 30,813 30,991 147,679 127,338 125,058
10,539 9,957 10,445 9,424 10,389 8,867 9,193 9,304 40,365 37,753 37,918
29,021 26,971 30,560 20,762 26,571 19,707 21,620 21,687 107,314 89,585 87,140
(422) (29) (87) (140) (563) 146 (135) (644) (678) (1,196) (5,963)
(2,306) (2,549) (2,694) (2,720) (2,822) (2,988) (3,062) (2,916) (10,269) (11,788) (13,590)
26,293 24,393 27,779 17,902 23,186 16,865 18,423 18,127 96,367 76,601 67,587
(374) (393) (391) (364) (158) (204) 345 (170) (1,522) (187) (736)
25,919 24,000 27,388 17,538 23,028 16,661 18,768 17,957 94,845 76,414 66,851
(5,780) (5,436) (5,493) (3,892) 1,208 (5,674) (6,370) (5,730) (20,601) (16,566) (22,827)
$ 20,139
$ 18,564
$ 21,895
$
13,646
$ 24,236
$ 10,987
$ 12,398
$
12,227
$ 74,244
$ 59,848
$ 44,024
$ 0.56 $ 0.51 $ 0.59 $ 0.36 $ |
1 | 173056279_0 | 173056279 | FRANK's INTERNATIONAL N.V.
Form 10-K
Filed on 25-Feb-2019 Period 31-Dec-2018 Accession number: 0001575828-19-000007
Included Items
1. 10-K 2. EX-10.1: EXHIBIT 10.1 3. EX-10.2: EXHIBIT 10.2 4. EX-10.3: EXHIBIT 10.3 5. EX-10.19: EXHIBIT 10.19 6. EX-10.28: EXHIBIT 10.28 7. EX-10.52: EXHIBIT 10.52 8. EX-10.54: EXHIBIT 10.54 9. EX-21.1: EXHIBIT 21.1 10. EX-23.1: EXHIBIT 23.1 11. EX-23.2: EXHIBIT 23.2 12. EX-31.1: EXHIBIT 31.1 13. EX-31.2: EXHIBIT 31.2 14. EX-32.1: EXHIBIT 32.1 15. EX-32.2: EXHIBIT 32.2 16. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549 FORM 10-K (Mark One)
þ 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
For the transition period from ______ to ______ Commission file number: 001-36053
Frank's International N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction of incorporation or organization)
98-1107145
(IRS Employer Identification number)
Mastenmakersweg 1
1786 PB Den Helder, the Netherlands
Not Applicable
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: +31 (0)22 367 0000
Securities registered pursuant to Section 12(b) of the Act: |
1 | 173056279_1 | 173056279 | 2: EXHIBIT 32.2 16. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549 FORM 10-K (Mark One)
þ 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
For the transition period from ______ to ______ Commission file number: 001-36053
Frank's International N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction of incorporation or organization)
98-1107145
(IRS Employer Identification number)
Mastenmakersweg 1
1786 PB Den Helder, the Netherlands
Not Applicable
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: +31 (0)22 367 0000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of exchange on which registered
Common Stock, 0.01 par value
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
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 þ
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 filingrequirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to |
1 | 173056279_2 | 173056279 |
Title of each class
Name of exchange on which registered
Common Stock, 0.01 par value
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
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 þ
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 filingrequirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to submit such files). Yes þ 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 the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part 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 reportingcompany or an emerginggrowth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reportingcompany" and "emerginggrowth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨ Accelerated filer
þ Non-accelerated filer
¨ Smaller reporting company
¨ Emerging growth company
¨
If an emerginggrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accountingstandards provided pursuant to Section 13 |
1 | 173056279_3 | 173056279 | submit such files). Yes þ 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 the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part 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 reportingcompany or an emerginggrowth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reportingcompany" and "emerginggrowth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨ Accelerated filer
þ Non-accelerated filer
¨ Smaller reporting company
¨ Emerging growth company
¨
If an emerginggrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accountingstandards 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 þ
As of June 30, 2018, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was approximately $585.1 million.
As of February 18, 2019, there were 224,455,806 shares of common stock, 0.01 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement in connection with the 2019 Annual Meeting of Stockholders, to be filed no later than 120 days after the end of the fiscal year to which this Form 10-K relates, are incorporated by reference into Part III of this Form 10-K.
FRANK'S INTERNATIONAL N.V. FORM10-K FOR THEYEAR ENDED DECEMBER 31, 2018
TABLEOF CONTENTS
Page PART I
Item 1.
Business
4
Item 1A.
Risk Factors
11
Item 1B.
Unres |
1 | 173056279_b0 | 173056279 | .41) $ (0.72) $ (0.77)
Inventory impairment
$ 51,200
$ 0 $ 51,181 $ 0
Accounts receivable write-off (recovery)
$ 15,000
$ (4,862) $ 15,022 $ 0
Schedule II - Valuation and Qualifying Account (Details) -
USD ($) $ in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Allowance for doubtful accounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period
$ 4,777 $ 14,337 $ 2,528
Additions / Charged to Expense
348
346
10,374
Deductions
(1,200) (9,725) (761)
Other
0
(181)
2,196
Balance at end of period
3,925
4,777
14,337
Allowance for excess and obsolete inventory
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period
21,584
4,626
2,200
Additions / Charged to Expense
1,800
19,727
1,762
Deductions
(760)
(2,769) (1,855)
Other
0
0
2,519
Balance at end of period
22,624
21,584
4,626
Allowance for deferred tax assets
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period
60,524
5,442
2,798
Additions / Charged to Expense
24,448
56,207
2,644
Deductions
0
(1,125) 0
Other
0
0
0
Balance at end of period
$ 84,972 $ 60,524 $ 5,442
|
1 | 173056279_b1 | 173056279 | 811 8,827 74,742 37,190
Operating loss
(20,601) (13,591) (23,782) (34,907) (109,086) (35,080) (33,966) (36,610) (92,881) (214,742) (163,362)
Net income (loss)
$ (15,898)
$
(6,999)
$ (25,763)
$ (42,073)
$ (109,140)
$
2,296
$
$
(25,950) (26,663)
$
$
$
(90,733) (159,457) (156,079)
Income (Loss) per common share:
Basic and diluted (USD per share) $ (0.07) $ (0.03) $ (0.12) $ (0.19) $ (0.49) $ 0.01 $ (0.12) $ (0.12) $ (0.41) $ (0.72) $ (0.77)
Inventory impairment
$ 51,200
$ 0 $ 51,181 $ 0
Accounts receivable write-off (recovery)
$ 15,000
$ (4,862) $ 15,022 $ 0
Schedule II - Valuation and Qualifying Account (Details) -
USD ($) $ in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Allowance for doubtful accounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period
$ 4,777 $ 14,337 $ 2,528
Additions / Charged to Expense
348
346
10,374
Deductions
(1,200) (9,725) (761)
Other
0
(181)
2,196
Balance at end of period
3,925
4,777
14,337
Allowance for excess and obsolete inventory
SEC |
1 | 173056296_0 | 173056296 | Autolus Therapeutics Plc
Form 20-F
Filed on 25-Feb-2019 Period 31-Dec-2018 Accession number: 0001730463-19-000004
Included Items
1. 20-F: TRANSITION 20-F 2. EX-2.1: EXHIBIT 2.1 & EXHIBIT 2.2 3. EX-12.1: EXHIBIT 12.1 4. EX-12.2: EXHIBIT 12.2 5. EX-13.1: EXHIBIT 13.1 6. EX-15.1: EXHIBIT 15.1 7. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from October 1, 2018 to December 31, 2018 OR
o SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report Commission file number: 001-38547
Autolus Therapeutics plc
(Exact name of Registrant as specified in its charter)
N/A (Translation of Registrant's name into English)
England and Wales (Jurisdiction of incorporation)
Forest House 58 Wood Lane London W12 7RZ United Kingdom (Address of principal executive offices) Christian Itin Chief Executive Officer Autolus Therapeutics plc 58 Wood Lane London W12 7RZ United Kingdom +44 20 3829 6230 Email: ir@autolus.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act
Title of each class
American Depository Shares, each representing one ordinary share, nominal value |
1 | 173056296_1 | 173056296 | 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from October 1, 2018 to December 31, 2018 OR
o SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report Commission file number: 001-38547
Autolus Therapeutics plc
(Exact name of Registrant as specified in its charter)
N/A (Translation of Registrant's name into English)
England and Wales (Jurisdiction of incorporation)
Forest House 58 Wood Lane London W12 7RZ United Kingdom (Address of principal executive offices) Christian Itin Chief Executive Officer Autolus Therapeutics plc 58 Wood Lane London W12 7RZ United Kingdom +44 20 3829 6230 Email: ir@autolus.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act
Title of each class
American Depository Shares, each representing one ordinary share, nominal value $0.000042 per share
Ordinary shares, nominal value $0.000042 per share*
Name of each exchange on which registered The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC*
* Not for trading, but only in connection with the registration of the American Depositary Shares*
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No x
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 |
1 | 173056296_2 | 173056296 | $0.000042 per share
Ordinary shares, nominal value $0.000042 per share*
Name of each exchange on which registered The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC*
* Not for trading, but only in connection with the registration of the American Depositary Shares*
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No x
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 x No o
Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted 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 such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer x Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act. x
The term "newor revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April |
1 | 173056296_3 | 173056296 | filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted 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 such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer x Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act. x
The term "newor revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x
International Financial Reporting Standards as issued by the International Accounting Standards Board o
Other o
If "Other" has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of outstanding shares of each of the issuer's classes of capital stock or common stock as of the close of business covered by the annual report. Ordinary shares, nominal value $0.000042 per share: 40,145,617 as of December 31, 2018
PART I
TABLEOF CONTENTS
Page 7
ITEM 5.
OPERATINGAND FINANCIAL REVIEW AND PROSPECTS
7
A. Operating results
7
B. Liquidity and capital resources
15
C. Research and |
1 | 173056296_b0 | 173056296 | 7,593) (3,084) (22,790) (9,099) (5,152)
Total operating expenses, net
(25,010) (8,417) (57,533) (23,418) (14,376)
Other income (expense):
Interest income
660
181
1,532
84
75
Other income (expense)
1,097
(685)
3,970
(46)
(26)
Total other income, net
1,757
(504)
5,502
38
49
Net loss before income tax
(23,253) (8,921) (52,031) (23,380) (14,327)
Income tax benefit
2,605
1,397
7,280
3,653
1,777
Net loss attributable to ordinary shareholders (20,648) (7,524) (44,751) (19,727) (12,550)
Cash Flows
Net cash used in operating activities
(19,785) (8,797) (31,537) (16,360) (9,849)
Net cash used in investing activities
(4,422) (764)
(9,531) (2,876) (1,855)
Net cash provided by financing activities 0
433
156,920 127,686 32,222
Effect of exchange rate changes on cash
1,042
Net decrease in cash
(8,086)
Balance Sheet Data
Cash
217,450 128,984 246,984 137,070 28,059
Working capital
131,576
Net assets
137,515
Total assets
254,210 142,715 273,205 148,662
Ordinary shares
1
Additional paid-in capital
361,311 195,644 357,918 194,351
Total shareholders' equity
$ 232,642 $ 137,515 $ 255,465 $ 142,601 $ 30,687 $ 10,501
|
1 | 173056296_b1 | 173056296 | ,000
£ 1,111
Employee Benefit Plans (Details) - USD ($) $ in Thousands
3 Months Ended
12 Months Ended
Dec. 31, 2018 Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2016
Retirement Benefits [Abstract]
Employer contributions to defined benefit pension schemes $ 200
$ 500
$ 300
$ 100
Employer contribution (percent)
4.00%
Employer contributions
$ 18
Selected Financial Data for the Three Months Ended December 31, 2017 (Details) -
USD ($) $ in Thousands
3 Months Ended
12 Months Ended
Dec. 31, 2018 Dec. 31, 2017 Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2016 Sep. 30, 2015
Results of Operations
Grant income
$ 296
$ 231
$ 1,407 $ 1,693 $ 1,212
Operating expenses:
Research and development
(17,713) (5,564) (36,150) (16,012) (10,436)
General and administrative
(7,593) (3,084) (22,790) (9,099) (5,152)
Total operating expenses, net
(25,010) (8,417) (57,533) (23,418) (14,376)
Other income (expense):
Interest income
660
181
1,532
84
75
Other income (expense)
1,097
(685)
3,970
(46)
(26)
Total other income, net
1,757
(504)
5,502
38
49
Net loss before income tax
(23,253) (8,921) (52,031) (23,380) (14,327)
Income tax benefit
2,605
1,397
7,280
3,653
1,777
Net loss attributable to ordinary shareholders (20,648) (7,524) (44,751) (19,727) (12,550)
Cash Fl |
1 | 173057217_0 | 173057217 | Altisource Portfolio Solutions S.A.
Form 10-K
Filed on 26-Feb-2019 Period 31-Dec-2018 Accession number: 0001462418-19-000009
Included Items
1. 10-K 2. EX-10.78: EXHIBIT 10.78 3. EX-10.79: EXHIBIT 10.79 4. EX-10.80: EXHIBIT 10.80 5. EX-10.81: EXHIBIT 10.81 6. EX-10.82: EXHIBIT 10.82 7. EX-21.1: EXHIBIT 21.1 8. EX-23.1: EXHIBIT 23.1 9. EX-31.1: EXHIBIT 31.1 10. EX-31.2: EXHIBIT 31.2 11. EX-32.1: EXHIBIT 32.1 12. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
þ ANNUALREPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
FOR THEFISCAL YEAR ENDED DECEMBER 31, 2018
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
Commission File Number: 1-34354
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
(Exact name of Registrant as specified in its Charter)
Luxembourg
98-0554932
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
40, avenue Monterey L-2163 Luxembourg Grand Duchy of Luxembourg
(352) 24 69 79 00 (Address and telephone number, including area code, of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $1.00 par value
Securities registered pursuant to Section 12(g) of the Act: None
NASDAQ Global Select Market |
1 | 173057217_1 | 173057217 | SUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
FOR THEFISCAL YEAR ENDED DECEMBER 31, 2018
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
Commission File Number: 1-34354
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
(Exact name of Registrant as specified in its Charter)
Luxembourg
98-0554932
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
40, avenue Monterey L-2163 Luxembourg Grand Duchy of Luxembourg
(352) 24 69 79 00 (Address and telephone number, including area code, of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $1.00 par value
Securities registered pursuant to Section 12(g) of the Act: None
NASDAQ Global Select Market
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
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 o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
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 |
1 | 173057217_2 | 173057217 |
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
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 o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
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 the Registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company)
Accelerated filer þ Smaller reporting company o
Emerging growth company o
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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The |
1 | 173057217_3 | 173057217 | contained, to the best of the Registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company)
Accelerated filer þ Smaller reporting company o
Emerging growth company o
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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2018 was $471,036,868 based on the closing share price as quoted on the NASDAQ Global Market on that day and the assumption that all directors and executive officers of the Company, and their families, are affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
As of February 19, 2019, there were 16,303,345 outstanding shares of the registrant's shares of beneficial interest (excluding 9,109,403 shares held as treasury stock).
DOCUMENTSINCORPORATED BY REFERENCE
Portions of the registrant's Definitive Proxy Statement to be filed subsequent to the date hereof with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant's Annual Meeting of Shareholders to be held on May 14, 2019 are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the conclusion of the registrant's fiscal year ended December 31, 2018.
Table of Contents
TABLEOF CONTENTS
ALTISOURCEPORTFOLIO |
1 | 173057217_b0 | 173057217 | quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of rounding and changes in the number of weighted average shares outstanding for each period.
[8] During the three months ended December, 31, 2017, the Company recognized net tax benefits of $284.1 million. On December 27, 2017, two of the Company's wholly-owned subsidiaries, Altisource Solutions S.à r.l. and Altisource Holdings S.à r.l., merged, with Altisource Holdings S.à r.l. as the surviving entity. For Luxembourg tax purposes, the merger was recognized at fair value and generated an NOL of $1.3 billion and a deferred tax asset, net of valuation allowance, of $300.9 million. This deferred tax benefit was partially offset by $6.3 million of income tax from changes in U.S. and Luxembourg income tax rates and a $10.5 million increase in certain foreign income tax reserves (and related interest). See Note 22.
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($)
$ in Thousands Allowance for doubtful accounts Deductions from asset accounts: Balance at Beginning of Period Additions, Charged to Expenses Additions, Charged to Other Accounts Deductions Balance at End of Period Valuation allowance for deferred tax assets Deductions from asset accounts: Balance at Beginning of Period Additions, Charged to Expenses Additions, Charged to Other Accounts Deductions Balance at End of Period
Dec. 31, 2018
12 Months Ended Dec. 31, 2017
Dec. 31, 2016
$ 10,579 2,830 [1] (7) [2] 2,519 10,883
46,283 468 0 0 $ 46,751
$ 10,424 5,116 (3,107) 1,854 10,579
3,467 42,816 0 0 $ 46,283
$ 18,456 1,829 250 10,111 10,424
3,558 228 0 319 $ 3,467
[1] For allowance for doubtful accounts, primarily includes amounts previously written off which were credited directly to this account when recovered. [2] For allowance for doubtful accounts, amounts written off as uncollectible or transferred to other accounts or utilized.
|
1 | 173057217_b1 | 173057217 | to RESI for total transaction proceeds of $18.0 million, $15.0 million of which was received on the closing date of August 8, 2018 and $3.0 million of which will be received on the earlier of a RESI change of control or August 8, 2023. We recognized a $13.7 million pretax gain on the sale of this business during the third quarter of 2018. See Note 4.
[5] In November 2018, the Company announced its plans to sell its BRS Inventory and discontinue the Company's BRS business. The Company recorded a write-off of goodwill related to its plan to discontinue the BRS business of $2.6 million during the three months ended December 31, 2018. See Notes 9 and 11.
[6] In connection with a United States Supreme Court decision in June 2018, the Company is analyzing its services for potential exposure to sales tax in various jurisdictions in the United States and believes that the Company has a related estimated probable loss of $6.2 million. The Company recognized $5.9 million and $0.4 million during the three months ended September 30, 2018 and December 31, 2018, respectively. See Note 25.
[7] The sumof quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of rounding and changes in the number of weighted average shares outstanding for each period.
[8] During the three months ended December, 31, 2017, the Company recognized net tax benefits of $284.1 million. On December 27, 2017, two of the Company's wholly-owned subsidiaries, Altisource Solutions S.à r.l. and Altisource Holdings S.à r.l., merged, with Altisource Holdings S.à r.l. as the surviving entity. For Luxembourg tax purposes, the merger was recognized at fair value and generated an NOL of $1.3 billion and a deferred tax asset, net of valuation allowance, of $300.9 million. This deferred tax benefit was partially offset by $6.3 million of income tax from changes in U.S. and Luxembourg income tax rates and a $10.5 million increase in certain foreign income tax reserves (and related interest). See Note 22.
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($)
$ in Thousands Allowance for doubtful accounts |
1 | 173059678_0 | 173059678 | Mallinckrodt Plc
Form 10-K
Filed on 26-Feb-2019 Period 28-Dec-2018 Accession number: 0001567892-19-000009
Included Items
1. 10-K 2. EX-10.11: EXHIBIT 10.11 3. EX-10.24: EXHIBIT 10.24 4. EX-21.1: EXHIBIT 21.1 5. EX-23.1: EXHIBIT 23.1 6. EX-31.1: EXHIBIT 31.1 7. EX-31.2: EXHIBIT 31.2 8. EX-32.1: EXHIBIT 32.1 9. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 _________________________________
FORM 10-K
_______________________________
x ANNUALREPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 28, 2018 or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the transition period from _____ to _____
Commission File Number : 001-35803 _________________________________
Mallinckrodt plc
(Exact name of registrant as specified in its charter) _________________________________
Ireland
(State or other jurisdiction of incorporation or organization)
3 Lotus Park, The Causeway, Staines-Upon-Thames, Surrey TW18 3AG, United Kingdom
(Address of principal executive offices) (Zip Code)
Telephone: +44 017 8463 6700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
98-1088325 (I.R.S. Employer Identification No.)
Title of each class Ordinary shares, par value $0.20 per share
Name of each exchange on which registered NewYork Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by |
1 | 173059678_1 | 173059678 | OF THESECURITIES EXCHANGEACT OF 1934 For the transition period from _____ to _____
Commission File Number : 001-35803 _________________________________
Mallinckrodt plc
(Exact name of registrant as specified in its charter) _________________________________
Ireland
(State or other jurisdiction of incorporation or organization)
3 Lotus Park, The Causeway, Staines-Upon-Thames, Surrey TW18 3AG, United Kingdom
(Address of principal executive offices) (Zip Code)
Telephone: +44 017 8463 6700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
98-1088325 (I.R.S. Employer Identification No.)
Title of each class Ordinary shares, par value $0.20 per share
Name of each exchange on which registered NewYork Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
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 o No x
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 duringthe preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
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 information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
|
1 | 173059678_2 | 173059678 | check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 duringthe preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
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 information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerginggrowth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reportingcompany" and "emerginggrowth company" in Rule 12b-2 of the Exchange Act
Large accelerated filer
x Accelerated filer
o Non-accelerated filer
o Smaller reporting company
o Emerging growth company
o
If an emerginggrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the votingand non-votingcommon equity held by non-affiliates of the Registrant (assumingsolely for the purposes of this calculation that all directors and executive officers of the Registrant are "affiliates |
1 | 173059678_3 | 173059678 | Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerginggrowth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reportingcompany" and "emerginggrowth company" in Rule 12b-2 of the Exchange Act
Large accelerated filer
x Accelerated filer
o Non-accelerated filer
o Smaller reporting company
o Emerging growth company
o
If an emerginggrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the votingand non-votingcommon equity held by non-affiliates of the Registrant (assumingsolely for the purposes of this calculation that all directors and executive officers of the Registrant are "affiliates") as of June 29, 2018, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $1,542.3 million (based upon the closingprice of $18.66 per share as reported by the New York Stock Exchange on that date).
The number of shares of the registrant's common stock outstandingas of February 22, 2019 was 83,505,008.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's definitive proxy statement for its annual meetingof shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 28, 2018, are incorporated by reference into Part III of this report.
MALLINCKRODT PLC INDEX TO FORM10-K
PART I
Item 1.
Business.
4
Item 1A.
Risk Factors.
23
Item 1B.
Unresolved Staff Comments.
44
Item 2.
Properties.
44
Item 3.
Legal Proceedings.
45
Item 4.
Mine Safety Disclosures.
45
|
1 | 173059678_b0 | 173059678 | 747.7 $ 376.4
225.0
25.5 $ 281.5
Schedule II - Valuation and Qualifying Accounts (Details)
- USD ($) $ in Millions
Allowance for doubtful accounts SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Balance at Beginning of Period Charged to Income Additions and Other Deductions Balance at End of Period Sales Returns and Allowances SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Balance at Beginning of Period Charged to Income Additions and Other Deductions Balance at End of Period Tax valuation allowance SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Balance at Beginning of Period Charged to Income Additions and Other Deductions Balance at End of Period
3 Months Ended
Dec. 30, 2016
12 Months Ended
Dec. 28, Dec. 29, Sep. 30,
2018
2017
2016
$ 4.0
$ 3.9
$ 4.0
$ 3.6
0.1
3.8
0.6
0.3
0.0
0.0
0.0
0.0
(0.1)
(2.7)
(0.7)
0.1
4.0
5.0
3.9
4.0
378.0 515.3 0.0 (502.0) 391.3
376.6 2,387.5 0.0 (2,358.7) 405.4
391.3 2,008.5 0.0 (2,023.2) 376.6
396.4 2,030.8 0.0 (2,049.2) 378.0
564.9 833.4 0.0 0.0 $ 1,398.3
2,267.9 332.8 4.2 0.0 $ 2,604.9
1,398.3 804.6 4.0 (61.0) $ 2,267.9
233.0 315.7 15.8 0.4 $ 564.9
|
1 | 173059678_b1 | 173059678 | Event [Member] | Term Loan due 2025 [Member] Subsequent Event [Line Items] Repayments of Long-term Debt Subsequent Event [Member] | Term Loan due Sept 2024 [Member] Subsequent Event [Line Items] Repayments of Long-term Debt Repayments of Debt Subsequent Event [Member] | Minimum Subsequent Event [Line Items] Benefit from income taxes Subsequent Event [Member] | Maximum Subsequent Event [Line Items] Benefit from income taxes
3 Months Ended
Mar. 29, Dec. 30, Dec. 25,
2019
2016
2015
$ (121.7) $ (37.3)
82.0 $ 203.7
$ 75.0 175.0 25.0 5.6 125.0 $ 175.0
12 Months Ended
Dec. 28, Dec. 29, Sep. 30,
2018
2017
2016
$ (430.1) 227.5 112.8 542.9
$ (1,709.6) $ (255.6)
553.5
38.1
120.8
$ 1,747.7 $ 376.4
225.0
25.5 $ 281.5
Schedule II - Valuation and Qualifying Accounts (Details)
- USD ($) $ in Millions
Allowance for doubtful accounts SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Balance at Beginning of Period Charged to Income Additions and Other Deductions Balance at End of Period Sales Returns and Allowances SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Balance at Beginning of Period Charged to Income Additions and Other Deductions Balance at End of Period Tax valuation allowance SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Balance at Beginning of Period Charged to Income Additions and Other Deductions Balance at End of Period
3 Months Ended
Dec. 30, 2016
12 Months Ended
Dec. 28, Dec. 29, Sep. 30,
2018
2017
2016
$ 4.0
$ 3.9
$ 4.0
$ 3.6
0.1
3.8
|
1 | 173061034_0 | 173061034 | Horizon Pharma Plc
Form 10-K
Filed on 27-Feb-2019 Period 31-Dec-2018 Accession number: 0001564590-19-004667
Included Items
1. 10-K 2. EX-4.15 3. EX-4.16 4. EX-10.3 5. EX-10.69 6. EX-21.1 7. EX-23.1 8. EX-31.1 9. EX-31.2 10. EX-32.1 11. EX-32.2 12. XBRL (render)
s
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUALREPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2018
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the transition period from
to
Commission File Number 001-35238
HORIZON PHARMA PUBLIC LIMITED COMPANY
(Exact name of Registrant as specified in its charter)
Ireland
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
Connaught House, 1st Floor 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland
(Address of principal executive offices)
Not Applicable
(zip code)
011 353 1 772 2100 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Ordinary shares, nominal value $0.0001 per share
Name of Each Exchange on Which Registered
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate 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 |
1 | 173061034_1 | 173061034 |
HORIZON PHARMA PUBLIC LIMITED COMPANY
(Exact name of Registrant as specified in its charter)
Ireland
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
Connaught House, 1st Floor 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland
(Address of principal executive offices)
Not Applicable
(zip code)
011 353 1 772 2100 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Ordinary shares, nominal value $0.0001 per share
Name of Each Exchange on Which Registered
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate 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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part 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, or an emerging growth company. See the definitions of " |
1 | 173061034_2 | 173061034 | 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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part 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, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor 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 by Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the registrant's voting ordinary shares held by non-affiliates of the registrant, based upon the $16.56 per share closing sale price of the registrant's ordinary shares on June 30, 2018 (the last business day of the registrant's most recently completed second quarter), was approximately $2.7 billion. Solely for purposes of this calculation, the registrant's directors and executive officers and holders of 10% or more of |
1 | 173061034_3 | 173061034 | large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor 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 by Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the registrant's voting ordinary shares held by non-affiliates of the registrant, based upon the $16.56 per share closing sale price of the registrant's ordinary shares on June 30, 2018 (the last business day of the registrant's most recently completed second quarter), was approximately $2.7 billion. Solely for purposes of this calculation, the registrant's directors and executive officers and holders of 10% or more of the registrant's outstanding ordinary shares have been assumed to be affiliates and an aggregate of 928,584 ordinary shares held by such persons on June 30, 2018 are not included in this calculation.
As of February 20, 2019, the registrant had outstanding 169,619,321 ordinary shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the registrant's 2019 Annual General Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
HORIZON PHARMA PLC FORM10-K -- ANNUAL REPORT For the Fiscal Year Ended December 31, 2018
TABLEOF CONTENTS
PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and |
1 | 173061034_b0 | 173061034 | 8,941 1,271
Net loss
$ 840 $ 795 $ 753 $ 8,223 251 $ 239 228 $ 1,548 $ 467 $ 2,388 $ 718
$ 8,941 $ 1,271
Net loss per ordinary share-- basic
$ 0.01 $ 0.01 $ 0.05
$ 0.01
$ 0.01 $ 0.01 $ 0.02 $ 0.01
$ 0.06 $ 0.01
Net loss per ordinary share-- diluted
$ 0.01 $ 0.01 $ 0.01 $ 0.05
$ 0.01
$ 0.01 $ 0.01 $ 0.02 $ 0.01
$ 0.06 $ 0.01
Comprehensive loss
$ 840 $ 795 $ 753 $ 8,223 $ 251 $ 239 $ 228 $ 1,548 $ 467 $ 2,388 $ 718
$ 8,941 $ 1,271
Schedule II - Valuation and Qualifying Accounts (Detail) -
USD ($) $ in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Allowance for returns [Member]
Valuation And Qualifying Accounts Disclosure [Line Items]
Beginning Balance
$ 37,862 $ 15,246 $ 14,472
Acquisitions
550
Additions, Charged to costs and expenses
25,111
45,648
17,056
Deductions from reserves
(23,932) (23,032) (16,832)
Ending Balance
39,041
37,862
15,246
Allowance for prompt pay discounts [Member]
Valuation And Qualifying Accounts Disclosure [Line Items]
Beginning Balance
9,234
6,670
492
Acquisitions
684
Additions, Charged to costs and expenses
75,121
80,203
64,033
Deductions from reserves
(75,242) (77,639) (58,539)
Ending Balance
$ 9,113 $ 9,234 $ 6,670
|
1 | 173061034_b1 | 173061034 | (156,864) (45,090) (64,180) (208,910) (90,242) (190,309) (299,152) (164,412) (363,333)
$
$
(408,423) (167,269)
Reclassification [Member]
Quarterly Financial
Information [Line Items]
Cost of goods sold
(840) (795) (753) (8,223) (251) (239) (228) (1,548) (467) (2,388) (718)
(8,941) (1,271)
Gross profit
840 795 753 8,223 251 239 228 1,548 467 2,388 718
8,941 1,271
Operating (loss) income
840 795 753 8,223 251 239 228 1,548 467 2,388 718
8,941 1,271
Loss before benefit for income taxes
840 795 753 8,223 251 239 228 1,548 467 2,388 718
8,941 1,271
Net loss
$ 840 $ 795 $ 753 $ 8,223 251 $ 239 228 $ 1,548 $ 467 $ 2,388 $ 718
$ 8,941 $ 1,271
Net loss per ordinary share-- basic
$ 0.01 $ 0.01 $ 0.05
$ 0.01
$ 0.01 $ 0.01 $ 0.02 $ 0.01
$ 0.06 $ 0.01
Net loss per ordinary share-- diluted
$ 0.01 $ 0.01 $ 0.01 $ 0.05
$ 0.01
$ 0.01 $ 0.01 $ 0.02 $ 0.01
$ 0.06 $ 0.01
Comprehensive loss
$ 840 $ 795 $ 753 $ 8,223 $ 251 $ 239 $ 228 $ 1,548 $ 467 $ 2,388 $ 718
$ 8,941 $ 1,271
Schedule II - Valuation and Qualifying Accounts (Detail) -
USD ($) $ in Thousands
12 Months Ended Dec. 31, 2018 |
1 | 173061933_0 | 173061933 | ROWAN COMPANIES PLC
Form 10-K
Filed on 27-Feb-2019 Period 31-Dec-2018 Accession number: 0000085408-19-000010
Included Items
1. 10-K 2. EX-21: EXHIBIT 21 3. EX-23: EXHIBIT 23 4. EX-24: EXHIBIT 24 5. EX-31.1: EXHIBIT 31.1 6. EX-31.2: EXHIBIT 31.2 7. EX-32.1: EXHIBIT 32.1 8. EX-32.2: EXHIBIT 32.2 9. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2018
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 1-5491
Rowan Companies plc
(Exact name of registrant as specified in its charter)
England and Wales (State or other jurisdiction of incorporation or organization)
98-1023315 (I.R.S. Employer Identification No.)
2800 Post Oak Boulevard, Suite 5450 Houston, Texas 77056-6189
(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 621-7800
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Class A ordinary shares, $0.125 par value
Name of each exchange on which registered New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether |
1 | 173061933_1 | 173061933 | __________ to __________ Commission File Number: 1-5491
Rowan Companies plc
(Exact name of registrant as specified in its charter)
England and Wales (State or other jurisdiction of incorporation or organization)
98-1023315 (I.R.S. Employer Identification No.)
2800 Post Oak Boulevard, Suite 5450 Houston, Texas 77056-6189
(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 621-7800
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Class A ordinary shares, $0.125 par value
Name of each exchange on which registered New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ 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 information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or |
1 | 173061933_2 | 173061933 | 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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ 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 information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The aggregate market value of common equity held by non-affiliates of the registrant was approximately $2.1 billion as of June 30, 2018, based upon the closing price of the registrant's ordinary shares on the New York Stock Exchange of $16.22 per share.
The number of Class A ordinary shares, $0.125 par value, outstanding at February 21, 2019, was 127,294,643, which excludes 908,042 shares |
1 | 173061933_3 | 173061933 | an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The aggregate market value of common equity held by non-affiliates of the registrant was approximately $2.1 billion as of June 30, 2018, based upon the closing price of the registrant's ordinary shares on the New York Stock Exchange of $16.22 per share.
The number of Class A ordinary shares, $0.125 par value, outstanding at February 21, 2019, was 127,294,643, which excludes 908,042 shares held by an affiliated employee benefit trust.
DOCUMENTS INCORPORATED BYREFERENCE
Document Portions of the Proxy Statement for the 2019 Annual General Meeting of Shareholders
Part of Form 10-K Part III, Items 10-14
Table of Contents
TABLEOF CONTENTS
Page
PART I
Item 1. Business
6
Item 1A. Risk Factors
12
Item 1B. Unresolved Staff Comments
24
Item 2. Properties
25
Item 3. Legal Proceedings
26
Item 4. Mine Safety Disclosures
26
PART II
Item 5. Market for Registrant's Common Stock, Related Stockholder Matters, and Issuer Purchases of Equity Securities
26
Item 6. Selected Financial Data
29
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
30
Item 7A. Quantitative and Qualitative Disclosures about Market Risks
49
Item 8. Financial Statements and Supplementary Data
51
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
1 | 173061933_b0 | 173061933 | )
0.0
(50.0) (15.1) (109.7)
(6.1)
0.0
0.0 0.0 0.0
(343.7) 99.8 (771.6)
(426.0) 405.8 262.4
1,125.6 719.8 457.4
$ 699.6
$ 1,125.6
$ 719.8
RELATED PARTIES (Details) - Schlumberger
[Member] - USD ($) $ in Millions
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Related Party Transaction [Line Items]
Related party purchases
$ 41.8
$ 20.9
$ 28.4
Accounts Payable [Member]
Related Party Transaction [Line Items]
Related party purchases
$ 16.5
$ 8.3
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES (Details) - USD ($)
$ in Millions
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Valuation allowance
$ 905.9 $ 869.9
Valuation allowance of deferred tax assets [Member]
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period
869.9
889.8
$ 128.3
Additions, charged expense, net
104.4
0.0
761.5
Additions, adjustments
0.0
0.0
0.0
Deductions
(68.4)
(19.9)
0.0
Balance at end of period
905.9
869.9
889.8
Luxembourg [Member]
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Valuation allowance
$ 867.9 $ 766.5 $ 747.0
|
1 | 173061933_b1 | 173061933 | ,094.2
0.0 107.8 83.6 16.7 1.1 35.7 63.4 160.2 148.1 0.0 0.0 5,334.3 669.1 41.1 28.6 11.7 10.9 2,027.0 7,237.5 $ 7,574.3 $ 8,094.2
41.1 336.2 1,101.3
(157.1) (82.3) (73.1) (7.7)
(70.8) (30.0)
(271.3) (357.7) 266.0 357.7 98.5 87.5 11.3 2.3 5.8 0.0
0.0 0.0 0.0
0.0
0.0
(123.4) (30.2) (67.3)
(292.6) 147.5 (53.0)
5.0 (32.6) 80.8
1.9
0.0
(1.9) 0.0 (689.7)
0.0
(50.0) (15.1) (109.7)
(6.1)
0.0
0.0 0.0 0.0
(343.7) 99.8 (771.6)
(426.0) 405.8 262.4
1,125.6 719.8 457.4
$ 699.6
$ 1,125.6
$ 719.8
RELATED PARTIES (Details) - Schlumberger
[Member] - USD ($) $ in Millions
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Related Party Transaction [Line Items]
Related party purchases
$ 41.8
$ 20.9
$ 28.4
Accounts Payable [Member]
Related Party Transaction [Line Items]
Related party purchases
$ 16.5
$ 8.3
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES (Details) - USD ($)
$ in Millions
12 |
1 | 173062290_0 | 173062290 | Eaton Corp Plc
Form 10-K
Filed on 27-Feb-2019 Period 31-Dec-2018 Accession number: 0001551182-19-000045
Included Items
1. 10-K 2. EX-21: EXHIBIT 21 3. EX-23: EXHIBIT 23 4. EX-24: EXHIBIT 24 5. EX-31.1: EXHIBIT 31.1 6. EX-31.2: EXHIBIT 31.2 7. EX-32.1: EXHIBIT 32.1 8. EX-32.2: EXHIBIT 32.2 9. XBRL (render)
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 year ended December 31, 2018 Commission file number 000-54863
EATON CORPORATION plc
(Exact name of registrant as specified in its charter)
Ireland (State or other jurisdiction of incorporation or organization)
98-1059235 (IRS Employer Identification Number)
Eaton House, 30 Pembroke Road, Dublin 4, Ireland (Address of principal executive offices)
+353 1637 2900 (Registrant's telephone number, including area code)
D04 Y0C2 (Zip code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Ordinary Shares ($0.01 par value)
Name of each exchange on which registered The New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
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 o No þ
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 |
1 | 173062290_1 | 173062290 | )
98-1059235 (IRS Employer Identification Number)
Eaton House, 30 Pembroke Road, Dublin 4, Ireland (Address of principal executive offices)
+353 1637 2900 (Registrant's telephone number, including area code)
D04 Y0C2 (Zip code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Ordinary Shares ($0.01 par value)
Name of each exchange on which registered The New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
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 o No þ
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 þ No o
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
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 information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
|
1 | 173062290_2 | 173062290 | past 90 days. Yes þ No o
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
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 information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Smaller reporting company o
Accelerated filer o Emerging growth company o
Non-accelerated filer o (Do not check if a smaller reportingcompany)
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of June 30, 2018 was $32.4 billion.
As of January 31, 2019, there were 423.6 million Ordinary Shares outstanding.
Table of Contents
Documents Incorporated By Reference Portions of the Proxy Statement for the 2019 annual shareholders meeting are incorporated by reference into Part III.
Table of Contents
TABLEOF CONTENTS
Part I
2
Item 1.
Business
2
Item 1A.
Risk Factors
3
Item 1B.
|
1 | 173062290_3 | 173062290 | Large accelerated filer þ Smaller reporting company o
Accelerated filer o Emerging growth company o
Non-accelerated filer o (Do not check if a smaller reportingcompany)
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of June 30, 2018 was $32.4 billion.
As of January 31, 2019, there were 423.6 million Ordinary Shares outstanding.
Table of Contents
Documents Incorporated By Reference Portions of the Proxy Statement for the 2019 annual shareholders meeting are incorporated by reference into Part III.
Table of Contents
TABLEOF CONTENTS
Part I
2
Item 1.
Business
2
Item 1A.
Risk Factors
3
Item 1B.
Unresolved Staff Comments
5
Item 2.
Properties
5
Item 3.
Legal Proceedings
5
Item 4.
Mine Safety Disclosures
5
Part II
5
Item 5.
Market for the Registrant's Ordinary Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
5
Item 6.
Selected Financial Data
6
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
6
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
7
Item 8.
Financial Statements and Supplementary Data
7
Item 9.
Change in and Disagreements with Accountants on Accounting and Financial Disclosure
7
Item 9A.
Controls and Procedures
7
Item 9B.
Other Information
7
Part III
8
Item 10.
Directors, Executive Officers and Corporate Governance
8
Item 11.
Executive Compensation
9
|
1 | 173062290_b0 | 173062290 | of investments in affiliates
Loans to affiliates
6,626
Repayments of loans from affiliates
(6,146)
Proceeds from sale of business
Payments for settlement of currency exchange contracts not designated as hedges - net 0
Other - net
0
Net cash used in investing activities
520
Financing activities
Proceeds from borrowings
0
Payments on borrowings
0
Proceeds from borrowings from affiliates
(6,626)
Payments on borrowings from affiliates
6,146
Capital contributions from affiliates
(40)
Return of capital to affiliates
Other intercompany financing activities
0
Cash dividends paid
0
Cash dividends paid to affiliates
95
Exercise of employee stock options
0
Repurchase of shares
0
Employee taxes paid from shares withheld
0
Other - net
0
(45)
(45)
1,000 (1,250) 3,130 (2,904) 0 0 616 0 0 0 0 (14) (8) 570 0 91 92 183
(1,609)
0 0 0 388
(90) 7,167 (4,166) 0
0 3,299
0 0 (7,167) 4,166 (388) 90 0 0 1,609 0 0 0 0
(9)
933
21 (408) 4,045 (4,712) 0 0 206 0
0 0 (12) 1 (859) 0 65 27 92
0
0
0 2,748 (47)
9,114 (7,244)
0 4,571
0 0 (9,114) 7,244 (2,748) 47 0 0
0 0 0 0
NEfefetcctaoshf cuusrerdenincyfinoannccainsghactivities Total increase (decrease) in cash
Cash at the beginning of the period Cash at the end of the period
(0425)
(01,690)
(04,571)
0
0
0
0
0
0
$ 0
$ 0
$ 0
|
1 | 173062290_b1 | 173062290 |
0
Return of capital to affiliates
Other intercompany financing activities
476
Cash dividends paid
0
Cash dividends paid to affiliates
0
Exercise of employee stock options
0
Repurchase of shares
0
Employee taxes paid from shares withheld
(16)
Other - net
(1)
Net cash used in financing activities
(417)
Effect of currency on cash
0
Total increase (decrease) in cash
(162)
Cash at the beginning of the period
183
Cash at the end of the period
21
Consolidating adjustments
Condensed Consolidating Statements of Cash Flows [Line Items]
Net cash provided by (used in) operating activities
(95)
Investing activities
Capital expenditures for property, plant and equipment
0
Cash received from (paid for) acquisitions of businesses, net of cash acquired
Sales (purchases) of short-term investments - net
0
Investments in affiliates
40
Return of capital contributions from affiliates
Return of investments in affiliates
Loans to affiliates
6,626
Repayments of loans from affiliates
(6,146)
Proceeds from sale of business
Payments for settlement of currency exchange contracts not designated as hedges - net 0
Other - net
0
Net cash used in investing activities
520
Financing activities
Proceeds from borrowings
0
Payments on borrowings
0
Proceeds from borrowings from affiliates
(6,626)
Payments on borrowings from affiliates
6,146
Capital contributions from affiliates
(40)
Return of capital to affiliates
Other intercompany financing activities
0
Cash dividends paid
0
Cash dividends paid to affiliates
95
Exercise of employee stock options
0
Repurchase of shares
0
Employee taxes paid from shares withheld
0
Other - net
0
(45)
(45)
1,000 (1,250) 3,130 (2,904) 0 0 616 0 0 0 0 |
1 | 173063849_0 | 173063849 | Adaptimmune Therapeutics PLC
Form 10-K
Filed on 27-Feb-2019 Period 31-Dec-2018 Accession number: 0001558370-19-001209
Included Items
1. 10-K 2. EX-23.1 3. EX-31.1 4. EX-31.2 5. EX-32.1 6. EX-32.2 7. XBRL (render)
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 THESECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2018 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 Commission File Number 001-37368
ADAPTIMMUNE THERAPEUTICS PLC (Exact name of Registrant as specified in its charter)
England and Wales (State or other jurisdiction of incorporation or organization)
Not Applicable (I.R.S. Employer Identification No.)
60 Jubilee Avenue, Milton Park Abingdon, Oxfordshire OX14 4RX
United Kingdom (Address of principal executive offices)
(44) 1235 430000 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class American Depositary Shares, each representing 6 Ordinary
Shares, par value £0.001 per share
Name of exchange on which registered The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate 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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was |
1 | 173063849_1 | 173063849 | .S. Employer Identification No.)
60 Jubilee Avenue, Milton Park Abingdon, Oxfordshire OX14 4RX
United Kingdom (Address of principal executive offices)
(44) 1235 430000 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class American Depositary Shares, each representing 6 Ordinary
Shares, par value £0.001 per share
Name of exchange on which registered The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate 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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such 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 information statements incorporated by reference in Part 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, 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 |
1 | 173063849_2 | 173063849 | required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such 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 information statements incorporated by reference in Part 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, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor 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
As of June 30, 2018, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's ordinary shares, par value £0.001 per share, held by non-affiliates was approximately $877,532,585.
As of February 26, 2019 the number of outstanding ordinary shares, par value £0.001 per share, of the Registrant is 628,148,866.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10 |
1 | 173063849_3 | 173063849 | the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor 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
As of June 30, 2018, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's ordinary shares, par value £0.001 per share, held by non-affiliates was approximately $877,532,585.
As of February 26, 2019 the number of outstanding ordinary shares, par value £0.001 per share, of the Registrant is 628,148,866.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain information required by Part III of this Annual Report on Form 10-K is incorporated from our definitive proxy statement pursuant to Regulation 14A, to be filed with the Commission not later than 120 days after the close of our fiscal year ended December 31, 2018.
Table of Contents
GENERAL INFORMATION
In this Annual Report on Form 10 K ("Annual Report"), "Adaptimmune," the "Group," the "Company," "we," "us" and "our" refer to Adaptimmune Therapeutics plc and its consolidated subsidiaries, except where the context otherwise requires. "Adaptimmune" and "SPEAR" are registered trademarks of Adaptimmune.
Information Regarding Forward-Looking Statements
This Annual Report contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. All statements other than statements of historical fact in this Annual Report are forward-looking statements.
These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed |
1 | 173063849_b0 | 173063849 | as a percent)
19.00% 19.00% 19.00% 19.25% 20.00%
Tax rate, deferred taxes (as a percent)
17.00% 17.00%
Operating Loss Carryforwards
$ 175,600
Expenditure credit carryforward
$ 600
Her Majesty's Revenue and Customs (HMRC) | Forecast
Income taxes
Tax rate (as a percent)
17.00%
Internal Revenue Service (IRS)
Income taxes
Tax rate (as a percent)
21.00% 21.00% 34.00% 34.00%
Tax rate, deferred taxes (as a percent)
21.00% 21.00%
Tax credit carryforwards
$ 4,200
Tax credit carried forward period
20 years 20 years
Income taxes - Unrecognized
Tax Benefits (Details) ($)
- USD
Dec.
31,
2018
Dec.
31,
2017
$ in Thousands
Income taxes
Unrecognized tax benefits $ 0
$ 0
Geographic information Operations by Geographic Area - Long-lived Assets
(Details) - USD ($)
Dec. 31, 2018 Dec. 31, 2017
Operations by Geographic Area
Long-lived assets
$ 36,118,000 $ 40,679,000
Clinical materials
3,953,000 4,695,000
U.K.
Operations by Geographic Area
Long-lived assets
18,828,000 22,786,000
U.S.
Operations by Geographic Area
Long-lived assets
$ 17,290,000 $ 17,893,000
Geographic information Major Customers (Details) -
customer
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Major Customers
Number of customers
1
1
1
Revenues | Customer Concentration Risk | GlaxoSmithKline Intellectual Property Development Ltd
Major Customers
Concentration risk (as a percentage)
100.00% 100.00% 100.00%
|
1 | 173063849_b1 | 173063849 | , 2018 Dec. 31, 2017 Dec. 31, 2016
Her Majesty's Revenue and Customs (HMRC)
Income taxes
Tax rate (as a percent)
19.00% 19.00% 19.25% 20.00%
Internal Revenue Service (IRS)
Income taxes
Tax rate (as a percent)
21.00% 34.00% 34.00%
Income taxes - Change in Tax Rate (Details)
$ in Thousands, £ in Millions
12 Months Ended
Apr.
01,
2020
Apr.
01,
2017
Dec. 31, 2018 GBP (£)
Dec. 31, 2018 USD ($)
Dec. 31, 2017 USD ($)
Dec. 31, 2016 USD ($)
Income taxes
Net operating loss
$ (82,365) $ (80,661) $ (72,799)
Annual allowance | £
£ 5
Percentage on taxable profit
50.00%
Her Majesty's Revenue and Customs (HMRC)
Income taxes
Tax rate (as a percent)
19.00% 19.00% 19.00% 19.25% 20.00%
Tax rate, deferred taxes (as a percent)
17.00% 17.00%
Operating Loss Carryforwards
$ 175,600
Expenditure credit carryforward
$ 600
Her Majesty's Revenue and Customs (HMRC) | Forecast
Income taxes
Tax rate (as a percent)
17.00%
Internal Revenue Service (IRS)
Income taxes
Tax rate (as a percent)
21.00% 21.00% 34.00% 34.00%
Tax rate, deferred taxes (as a percent)
21.00% 21.00%
Tax credit carryforwards
$ 4,200
Tax credit carried forward period
20 years 20 years
Income taxes - Unrecognized
Tax Benefits (Details) ($)
- USD
Dec.
31,
2018
Dec.
31,
2017
$ in Thousands
Income taxes
Unrecogn |
1 | 173063877_0 | 173063877 | PERRIGO Co Plc
Form 10-K
Filed on 27-Feb-2019 Period 31-Dec-2018 Accession number: 0001585364-19-000016
Included Items
1. 10-K 2. EX-10.5: EXHIBIT 10.5 3. EX-10.11: EXHIBIT 10.11 4. EX-10.20: EXHIBIT 10.20 5. EX-10.21: EXHIBIT 10.21 6. EX-10.22: EXHIBIT 10.22 7. EX-10.49: EXHIBIT 10.49 8. EX-10.50: EXHIBIT 10.50 9. EX-10.51: EXHIBIT 10.51 10. EX-10.63: EXHIBIT 10.63 11. EX-10.64: EXHIBIT 10.64 12. EX-10.65: EXHIBIT 10.65 13. EX-10.66: EXHIBIT 10.66 14. EX-21: EXHIBIT 21 15. EX-23: EXHIBIT 23 16. EX-31: EXHIBIT 31 17. EX-32: EXHIBIT 32 18. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2018 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____
Commission file number 001-36353
Perrigo Company plc
(Exact name of registrant as specified in its charter)
Ireland (State or other jurisdiction of incorporation or organization)
N/A (I.R.S. Employer Identification No.)
The Sharp Building, Hogan Place, Dublin 2, Ireland
(Address of principal executive offices) Registrant's telephone number, including area code: +353 1 7094000 Securities registered pursuant to Section 12(b) of the Act:
(Zip Code)
Ordinary shares, |
1 | 173063877_1 | 173063877 | . EX-31: EXHIBIT 31 17. EX-32: EXHIBIT 32 18. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2018 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____
Commission file number 001-36353
Perrigo Company plc
(Exact name of registrant as specified in its charter)
Ireland (State or other jurisdiction of incorporation or organization)
N/A (I.R.S. Employer Identification No.)
The Sharp Building, Hogan Place, Dublin 2, Ireland
(Address of principal executive offices) Registrant's telephone number, including area code: +353 1 7094000 Securities registered pursuant to Section 12(b) of the Act:
(Zip Code)
Ordinary shares, 0.001 par value
New York Stock Exchange
Title of each class
Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act: None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.
YES
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
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the |
1 | 173063877_2 | 173063877 | 0.001 par value
New York Stock Exchange
Title of each class
Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act: None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.
YES
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
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YES
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 information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
.
[X] NO [ ] [ ] NO [X]
[X] NO [ ] [X] NO [ ]
[ ]
Large accelerated filer Emerging growth company
[X] Accelerated filer [ ]
[ ]
Non-accelerated filer
[ ] Smaller reporting company
[ ]
If |
1 | 173063877_3 | 173063877 | registrant was required to submit such files).
YES
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 information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
.
[X] NO [ ] [ ] NO [X]
[X] NO [ ] [X] NO [ ]
[ ]
Large accelerated filer Emerging growth company
[X] Accelerated filer [ ]
[ ]
Non-accelerated filer
[ ] Smaller reporting company
[ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES [ ] NO [X]
The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of our ordinary shares on June 29, 2018 as reported on the New York Stock Exchange, was $10,034,430,689. Ordinary shares held by each director or executive officer have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarilya conclusive determination for other purposes.
As of February22, 2019, the registrant had 135,873,069 outstanding ordinaryshares.
Documents incorporated by reference: The information called for byPart III will be incorporated byreference from the Registrant's definitive ProxyStatement for its Annual Meeting of Shareholders to be filed pursuant to Regulation 14A or will be included |
1 | 173063877_b0 | 173063877 | ,631.0
Restructuring
$ 18.0
$ 38.7 21.0 61.0 31.0
Impairment of intangible assets, indefinite-lived
12.2
Gain (loss) on disposition of business
$ (21.8)
Impairment of intangible assets
$ 18.5
Loss on extinguishment of debt
$ 0.5
$ 135.2
$ 0.5 $ 135.2 $ 1.1
Held-for-sale impairment charges
$ 3.3
Fixed asset impairment
$ 4.0
[1] Includes of $221.8 million and of $18.0 million [2] Includes of $53.2 million. [3] Includes of $3.3 million, and of $4.0 million. [4] Includes of $18.5 million, and of $135.2 million. [5] Includes of $12.2 million, of $21.8 million, and restructuring expense of $38.7 million. [6] (1) The net sales by geography is derived fromthe location of the entity that sells to a third party. [7] The sumof individual per share amounts may not equal due to rounding. [8] The sumof individual per share amounts may not equal due to rounding.
Schedule II - Valuation and Qualifying Accounts (Details)
- Allowance for Doubtful Accounts - USD ($) $ in Millions
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance
$ 6.2
$ 6.3
$ 4.5
Net bad debt expenses
[1] 0.0
1.4
2.1
Additions (deductions)
[2] 0.2
(1.5)
(0.3)
Ending Balance
$ 6.4
$ 6.2
$ 6.3
[1] Includes effects of changes in foreign exchange rates [2] Uncollectible accounts written off, net of recoveries. Also includes effects of changes in foreign exchange rates.
|
1 | 173063877_b1 | 173063877 |
[7] $ 0.52
[8] $ 0.31
[3], $ [8] (0.49)
[4], [8]
$
0.50
[5], [8]
$
0.95
$ 0.84
$ (28.01)
Weighted-average shares outstanding
Basic (in shares)
135.9 137.4 [1] 138.1 [2] 140.8 140.8 141.3 [3] 143.3 [4] 143.4 [5] 137.8 142.3 143.3
Diluted (in shares)
136.3 137.4 [1] 138.7 [2] 141.4 141.2 141.7 [3] 143.3 [4] 143.6 [5] 138.3 142.6 143.3
Selected Quarterly Financial Information [Abstract]
Acquisition related costs and contingent consideration adjustments
$ 53.2
Impairment charges
$ 221.8
$ 224.4 $ 47.5
$ 2,631.0
Restructuring
$ 18.0
$ 38.7 21.0 61.0 31.0
Impairment of intangible assets, indefinite-lived
12.2
Gain (loss) on disposition of business
$ (21.8)
Impairment of intangible assets
$ 18.5
Loss on extinguishment of debt
$ 0.5
$ 135.2
$ 0.5 $ 135.2 $ 1.1
Held-for-sale impairment charges
$ 3.3
Fixed asset impairment
$ 4.0
[1] Includes of $221.8 million and of $18.0 million [2] Includes of $53.2 million. [3] Includes of $3.3 million, and of $4.0 million. [4] Includes of $18.5 million, and of $135.2 million. [5] Includes of $12.2 million, of $21.8 million, and restructuring expense of $38.7 million. [6] (1) The net sales by geography is derived fromthe location |
1 | 173065045_0 | 173065045 | SAP SE
Form 20-F
Filed on 28-Feb-2019 Period 31-Dec-2018 Accession number: 0001104659-19-011304
Included Items
1. 20-F 2. EX-1 3. EX-12.1 4. EX-12.2 5. EX-13.1 6. EX-13.2 7. EX-15 8. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
þ 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
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report............... For the transition period from_______to________
Commission file number: 1-14251
SAP SE
(Exact nameof Registrant as specifiedinits charter)
SAP EUROPEAN COMPANY
(Translationof Registrant's nameintoEnglish)
Federal Republic of Germany
(Jurisdictionof incorporationor organization)
Dietmar-Hopp-Allee 16
69190 Walldorf
Federal Republic of Germany
(Address of principal executiveoffices)
Wendy Boufford
c/o SAP Labs
3410 Hillview Avenue, Palo Alto, CA, 94304, United States of America
650-849-4000 (Tel), 650-843-2041 (Fax)
(Name, Telephone, Email and/or Facsimilenumber andAddress of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
American Depositary Shares, each Representing one Ordinary Share, without nominal value |
1 | 173065045_1 | 173065045 | OF 1934 Date of event requiring this shell company report............... For the transition period from_______to________
Commission file number: 1-14251
SAP SE
(Exact nameof Registrant as specifiedinits charter)
SAP EUROPEAN COMPANY
(Translationof Registrant's nameintoEnglish)
Federal Republic of Germany
(Jurisdictionof incorporationor organization)
Dietmar-Hopp-Allee 16
69190 Walldorf
Federal Republic of Germany
(Address of principal executiveoffices)
Wendy Boufford
c/o SAP Labs
3410 Hillview Avenue, Palo Alto, CA, 94304, United States of America
650-849-4000 (Tel), 650-843-2041 (Fax)
(Name, Telephone, Email and/or Facsimilenumber andAddress of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
American Depositary Shares, each Representing one Ordinary Share, without nominal value
New York Stock Exchange
Ordinary Shares, without nominal value
New York Stock Exchange*
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
Ordinary Shares, without nominal value: 1,228,504,232 (as of December 31, 2018)**
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ
No o
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o
No þ
Note -- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 fromtheir obligations under those
|
1 | 173065045_2 | 173065045 |
New York Stock Exchange
Ordinary Shares, without nominal value
New York Stock Exchange*
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
Ordinary Shares, without nominal value: 1,228,504,232 (as of December 31, 2018)**
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ
No o
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o
No þ
Note -- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 fromtheir obligations under those
Sections.
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 þ
No o
Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)
Yes þ
No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of "accelerated filer," "large
accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): |
1 | 173065045_3 | 173065045 | Sections.
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 þ
No o
Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)
Yes þ
No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of "accelerated filer," "large
accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o Emerging growth company o
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.
The term"new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAPo International Financial Reporting Standards as issued by the International Accounting Standards Board þ Other o
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement itemthe registrant has elected to follow.
Item 17 o
Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o
|
1 | 173065045_b0 | 173065045 | , NY, United States SUBSIDIARIES Ownership
5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
RSUidBgeSVIDenItAurResIEIVS, L.P., San Francisco, CA, United States Ownership
Rome2rio Pty. Ltd., Richmond, Australia SUBSIDIARIES Ownership Scryer, Inc., New York, NY, United States SUBSIDIARIES Ownership Scytl, S.A., Barcelona, Spain SUBSIDIARIES Ownership Smart City Planning, Inc., Tokyo, Japan SUBSIDIARIES Ownership SportsTech Fund, L.P., Palo Alto, CA, United States SUBSIDIARIES Ownership SportsTech Parallel Fund, L.P., Palo Alto, CA, United States SUBSIDIARIES Ownership Spring Mobile Solutions, Inc., Salt Lake City, UT, United States SUBSIDIARIES Ownership Storm Ventures V, L.P., Menlo Park, CA, United States SUBSIDIARIES Ownership SumoLogic, Inc., Redwood City, CA, United States SUBSIDIARIES Ownership SV Angel IV, L.P., San Francisco, CA, United States SUBSIDIARIES Ownership T3C Inc., Mountain View, CA, United States SUBSIDIARIES Ownership The Currency Cloud Group Limited, London, United Kingdom SUBSIDIARIES Ownership The SaaStr Fund I, L.P., Palo Alto, CA, United States SUBSIDIARIES Ownership Upfront V, L.P., Santa Monica, CA, United States SUBSIDIARIES Ownership Wandera, Inc., San Francisco, CA, United States SUBSIDIARIES Ownership
5.00%
5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
|
1 | 173065045_b1 | 173065045 | Burnaby, BC, Canada SUBSIDIARIES Ownership Point Nine Annex GmbH & Co. KG, Berlin, Germany SUBSIDIARIES Ownership Point Nine Capital Fund II GmbH & Co. KG, Berlin, Germany SUBSIDIARIES Ownership Point Nine Capital Fund III GmbH & Co. KG, Berlin, Germany SUBSIDIARIES Ownership Point Nine Capital Fund IV GmbH & Co. KG, Berlin, Germany SUBSIDIARIES Ownership Portworx Inc., Los Altos, CA, United States SUBSIDIARIES Ownership Post for Systems, Cairo, Egypt SUBSIDIARIES Ownership Project 44, Inc., Chicago, IL, United States SUBSIDIARIES Ownership PubNub, Inc., San Francisco, CA, United States SUBSIDIARIES Ownership Punchh, Inc., San Mateo, CA, United States SUBSIDIARIES Ownership Realize Corporation, Tokyo, Japan SUBSIDIARIES Ownership Reltio, Inc., Redwood Shores, CA, United States SUBSIDIARIES Ownership Return Path, Inc., New York, NY, United States SUBSIDIARIES Ownership
5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
RSUidBgeSVIDenItAurResIEIVS, L.P., San Francisco, CA, United States Ownership
Rome2rio Pty. Ltd., Richmond, Australia SUBSIDIARIES Ownership Scryer, Inc., New York, NY, United States SUBSIDIARIES Ownership Scytl, S.A., Barcelona, Spain SUBSIDIARIES Ownership Smart City Planning, Inc., Tokyo, Japan SUBSIDIARIES Ownership SportsTech Fund, L.P., Palo Alto, CA, United States SUBSIDIARIES Ownership SportsTech Parallel Fund, L.P., Palo Alto, CA, United States SUBSIDIARIES Ownership Spring Mobile Solutions, Inc., Salt Lake City, UT, United |
1 | 173066607_0 | 173066607 | Endo International Plc
Form 10-K
Filed on 28-Feb-2019 Period 31-Dec-2018 Accession number: 0001593034-19-000009
Included Items
1. 10-K: 10-K 12.31.2018 2. EX-10.21: EXHIBIT 10.21 PERA EMPLOYMENT
AGREEMENT 3. EX-14.1: EXHIBIT 14.1 CODE OF CONDUCT 4. EX-21.1: EXHIBIT 21.1 12.31.2018
SUBSIDIARIES 5. EX-23.1: EXHIBIT 23.1 CONSENT OF PWC 6. EX-24.1: EXHIBIT 24.1 POWER OF
ATTORNEY 7. EX-31.1: EXHIBIT 31.1 CEO 302 CERT 8. EX-31.2: EXHIBIT 31.2 CFO 302 CERT 9. EX-32.1: EXHIBIT 32.1 CEO 906 CERT 10. EX-32.2: EXHIBIT 32.2 CFO 906 CERT 11. XBRL (render)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________________________
FORM 10-K
____________________________________________________________________________________________
(Mark One)
x ANNUAL REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
FOR THEFISCAL YEAR ENDED DECEMBER 31, 2018
or
o TRANSITION REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
FOR THETRANSITION PERIOD FROM
TO
Commission File Number: 001-36326
____________________________________________________________________________________________
ENDO INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________________
Ireland (State or other jurisdiction of incorporation or organization)
68-0683755 (I.R.S. Employer Identification No.)
First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland (Address of principal executive offices)
011-353-1-268- |
1 | 173066607_1 | 173066607 | BRL (render)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________________________
FORM 10-K
____________________________________________________________________________________________
(Mark One)
x ANNUAL REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
FOR THEFISCAL YEAR ENDED DECEMBER 31, 2018
or
o TRANSITION REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
FOR THETRANSITION PERIOD FROM
TO
Commission File Number: 001-36326
____________________________________________________________________________________________
ENDO INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________________
Ireland (State or other jurisdiction of incorporation or organization)
68-0683755 (I.R.S. Employer Identification No.)
First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland (Address of principal executive offices)
011-353-1-268-2000 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable (Zip code)
Title of each class
Name of each exchange on which registered
Ordinary shares, nominal value $0.0001 per share
The NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act:
None
____________________________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant |
1 | 173066607_2 | 173066607 | 2000 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable (Zip code)
Title of each class
Name of each exchange on which registered
Ordinary shares, nominal value $0.0001 per share
The NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act:
None
____________________________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes þ No o Yes o No þ Yes þ No o Yes þ No o
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
Accelerated filer
o
Non-accelerated filer
o
Small |
1 | 173066607_3 | 173066607 | to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes þ No o Yes o No þ Yes þ No o Yes þ No o
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o Emerging growth company
o
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 newor revised financial accounting
o
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 o No þ
The aggregate market value of the voting common equity (ordinary shares) held by non-affiliates as of June 29, 2018 (the last business day of the registrant's most recently completed second fiscal quarter) was $1,788,232,570 based on a closing sale price of $9.43 per share as reported on the NASDAQ Global Select Market on that date. Ordinary shares held by each officer and director and each beneficial owner of 10% or more (as calculated on June 29, 2018) of the outstanding ordinary shares of the registrant have been excluded since such persons and beneficial owners may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant has no non- |
1 | 173066607_b0 | 173066607 | ares)
average
shares--Basic
224,353
224,132
223,834 223,521
223,322
223,299 223,158
223,014 223,960
223,198
222,651
Weighted average shares-- Diluted (shares)
224,353 224,132 223,834 223,521 223,322 223,299 223,158 223,014 223,960 223,198 222,651
Acquisition-related and integration items
$ 8,600
$ 1,300
$ 5,200 $ 6,800
$ 26,400
$ 16,600
$ 4,200
$ 10,900 $ 21,914 $ 58,086 $ 87,601
Change in fair consideration
value
of
contingent
8,200
800
4,100 6,800 26,400 15,400 2,000
6,200 19,910 49,949 23,823
Asset impairment charges 303,500 142,200 22,800 448,400 130,400 94,900 725,000 204,000 916,939 1,154,376 3,781,165
Severance costs
4,200 4,000 29,200 49,000 84,500 80,700 24,600 22,700 31,700 53,000 60,200
Litigation-related and other contingencies, net
(1,600) (1,800) 19,600 (2,500) 200,000 (12,400) (2,600) 900
Net (gain) loss on sale of business and other assets
$ (15,300)
$ (2,900)
$ (24,600)
$ (2,400)
$
(8,700)
(2,800)
$ (2,300) (45,155) (13,809) 3,192
Loss on extinguishment of debt
$ (51,700)
$ 0
$ 51,734 $ 0
Assets Impaired Second Quarter Of 2017
Asset impairment charges
$ 14,200
|
1 | 173066607_b1 | 173066607 |
operations, share)
diluted
(in
(1.18)
(0.65)
(0.23) (2.23)
(1.22)
(0.45) (3.12)
(0.74) (4.29)
(5.52)
(14.48)
Discontinued operations, diluted (in dollars per share)
(0.12)
(0.12)
(0.04) (0.03)
(0.43)
0.02
(3.14)
(0.04) (0.32)
(3.60)
(0.55)
Diluted (in dollars per share) $ (1.30) $ (0.77) $ (0.27) $ (2.26) $ (1.65) $ (0.43) $ (6.26) $ (0.78) $ (4.61) $ (9.12) $ (15.03)
Weighted (shares)
average
shares--Basic
224,353
224,132
223,834 223,521
223,322
223,299 223,158
223,014 223,960
223,198
222,651
Weighted average shares-- Diluted (shares)
224,353 224,132 223,834 223,521 223,322 223,299 223,158 223,014 223,960 223,198 222,651
Acquisition-related and integration items
$ 8,600
$ 1,300
$ 5,200 $ 6,800
$ 26,400
$ 16,600
$ 4,200
$ 10,900 $ 21,914 $ 58,086 $ 87,601
Change in fair consideration
value
of
contingent
8,200
800
4,100 6,800 26,400 15,400 2,000
6,200 19,910 49,949 23,823
Asset impairment charges 303,500 142,200 22,800 448, |
1 | 173067046_0 | 173067046 | Uniqure N.V.
Form 10-K
Filed on 28-Feb-2019 Period 31-Dec-2018 Accession number: 0001558370-19-001305
Included Items
1. 10-K 2. EX-3.1 3. EX-10.38 4. EX-21.1 5. EX-23.1 6. EX-31.1 7. EX-31.2 8. EX-32.1 9. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934 For the fiscal year endedDecember 31, 2018 OR
TRANSITION REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
For the transitionperiodfrom to
Commissionfile number: 001-36294
uniQure N.V.
(Exact name of Registrant as specifiedinits charter)
The Netherlands (Jurisdiction of incorporation or organization)
Paasheuvelweg 25a, 1105 BP Amsterdam, The Netherlands (Address of principal executive offices) (Zip Code)
+31-20-240-6000 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Ordinary shares, par value 0.05 per share
Name of Each Exchange on Which Registered The NASDAQ Stock Market LLC (The NASDAQ Global Select Market)
Securities registered under Section 12(g) of the Act: None
Indicate 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 of 1934 during the preceding 12 |
1 | 173067046_1 | 173067046 | of Registrant as specifiedinits charter)
The Netherlands (Jurisdiction of incorporation or organization)
Paasheuvelweg 25a, 1105 BP Amsterdam, The Netherlands (Address of principal executive offices) (Zip Code)
+31-20-240-6000 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Ordinary shares, par value 0.05 per share
Name of Each Exchange on Which Registered The NASDAQ Stock Market LLC (The NASDAQ Global Select Market)
Securities registered under Section 12(g) of the Act: None
Indicate 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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark 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 information statements incorporated by reference in Part 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, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth |
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