label int64 1 1 | id stringlengths 10 12 | original_id stringlengths 8 9 | text stringlengths 347 29.5k |
|---|---|---|---|
1 | 173143290_b0 | 173143290 | .0
Proceeds fromissue of common $
$
share
13,100 15,000,000 15,000,000
13,100
$ 15,000,000
Reimbursement of expenses | $
$ 10,500,000
Other funding commitments
[member]
Disclosure of commitments and contingencies [line items]
Purchase property, plant and equipment
600
Non adjusting event [member]
Disclosure of commitments and contingencies [line items] Rental expense Per year
Operating lease term of lease agreement Lease agreement square feet of office space | ft² Non adjusting event [member] | MIT Cambridge Real Estate LLC [member] Disclosure of commitments and contingencies [line items] Lease agreement square feet of office space | ft²
$
4,200 4,900,000
7 years
7 years
7,583 7,583
7,583 7,583
Commitments and Contingencies - Schedule of
Future Minimum Lease Payments Under Lease
(Detail) in Thousands
Dec. 31, 2018 EUR ()
Disclosure of finance lease and operating lease by lessee [line items]
Minimumlease payments payable under non cancellable operating lease 4,685
Less than one year [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimumlease payments payable under non cancellable operating lease 1,579
Between one and five years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimumlease payments payable under non cancellable operating lease 3,106
Subsequent Events Additional Information (Detail) - 1 months ended Mar. 31, 2019 - Non adjusting
event [member] in Millions, $ in Millions
EUR () USD ($)
ft²
ft²
Disclosure of Events After Reporting Period [line items]
Square feet of office space under lease agreement
7,583
7,583
Operating lease term of lease agreement
7 years 7 years
Operating lease expiration date
Apr. 01, 2026 Apr. 01, 2026
Rental expense Per year
4.2
$ 4.9
|
1 | 173143290_b1 | 173143290 |
Attorneys fees | $
$
8,332,453.46
Expert fees | $
465,390.34
Litigation expenses and costs | $
$ 1,717,100.69
Litigation and opposition cost incurred
1,425
1,039 1,490
Leases agreement for corporate
headquarters [member]
Disclosure of commitments and contingencies [line items]
Rental expense Per year
400
Operating lease term of lease agreement
2 years 2 years
Leases expiration period
Fourth Fourth quarter of quarter of 2021 2021
New leases agreement for additional corporate headquarters space member
Disclosure of commitments and contingencies [line items]
Rental expense Per year
600
Leases expiration period
Fourth quarter of 2021
Regeneron Subscription Agreement
[member]
Disclosure of commitments and contingencies [line items]
Number of common shares purchased | shares
600,000
600,000 600,000
Purchase price per common share | $ / shares
$ 25
$ 25.0
Proceeds fromissue of common $
$
share
13,100 15,000,000 15,000,000
13,100
$ 15,000,000
Reimbursement of expenses | $
$ 10,500,000
Other funding commitments
[member]
Disclosure of commitments and contingencies [line items]
Purchase property, plant and equipment
600
Non adjusting event [member]
Disclosure of commitments and contingencies [line items] Rental expense Per year
Operating lease term of lease agreement Lease agreement square feet of office space | ft² Non adjusting event [member] | MIT Cambridge Real Estate LLC [member] Disclosure of commitments and contingencies [line items] Lease agreement square feet of office space | ft²
$
4,200 4,900,000
7 years
7 years
7,583 7,583
7,583 7,583
Commitments and Contingencies - Schedule of
Future Minimum Lease Payments Under Lease
(Detail) in Thousands
Dec. 31, 2018 EUR () |
1 | 173143521_0 | 173143521 | Ascendis Pharma A/S
Form 20-F
Filed on 03-Apr-2019 Period 31-Dec-2018 Accession number: 0001193125-19-096759
Included Items
1. 20-F: FORM 20-F 2. EX-4.11 3. EX-4.12 4. EX-4.13 5. EX-4.14 6. EX-4.15 7. EX-4.16 8. EX-4.17 9. EX-8.1 10. EX-12.1 11. EX-12.2 12. EX-13.1 13. EX-13.2 14. EX-15.1 15. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
ACT OF 1934
OR
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
OR
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: 001-36815
Ascendis Pharma A/S
(Exact name of Registrant as specified in its charter and translation of Registrant's name into English)
The Kingdom of Denmark
(Jurisdiction of incorporation or organization)
Tuborg Boulevard 12 DK-2900 Hellerup, Denmark
(Address of principal executive offices)
Jan Møller Mikkelsen President and Chief Executive Officer
Tuborg Boulevard 12 DK-2900 Hellerup, Denmark Telephone: +45 70 22 22 44
(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:
|
1 | 173143521_1 | 173143521 | 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
OR
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: 001-36815
Ascendis Pharma A/S
(Exact name of Registrant as specified in its charter and translation of Registrant's name into English)
The Kingdom of Denmark
(Jurisdiction of incorporation or organization)
Tuborg Boulevard 12 DK-2900 Hellerup, Denmark
(Address of principal executive offices)
Jan Møller Mikkelsen President and Chief Executive Officer
Tuborg Boulevard 12 DK-2900 Hellerup, Denmark Telephone: +45 70 22 22 44
(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 Depositary Shares, each representing one ordinary share, nominal value DKK 1 per share
Ordinary shares, nominal value DKK 1 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 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:
42,135,448 ordinary shares (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 No
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 No
Indicate by |
1 | 173143521_2 | 173143521 |
Title of each class
American Depositary Shares, each representing one ordinary share, nominal value DKK 1 per share
Ordinary shares, nominal value DKK 1 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 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:
42,135,448 ordinary shares (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 No
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 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 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 No
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 "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer |
1 | 173143521_3 | 173143521 | check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
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 accounting standards provided pursuant to section 13(a) of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
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 Item 18
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 No
Table of Contents
TABLEOF CONTENTS
Page
General
1
Special Note Regarding Forward-Looking Statements
1
PART I
2
Item 1
Identity of Directors, Senior Management and Advisers
2
Item 2
Offer Statistics and |
1 | 173143521_b0 | 173143521 | items]
Minimum beneficial ownership
Entities affiliated with RA Capital Management, LLC, USA
OrbiMed private investments VLP [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
OrbiMed Private Investments V, L.P., USA
Entities affiliated with FMR LLC [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Entities affiliated with FMR LLC, USA
Baker Bros. advisors LP [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Baker Bros. Advisors LP
T Rowe Price Associates Inc [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
T. Rowe Price Associates, Inc., USA
Vivo capital [member] | USA [member]
Disclosure of beneficial ownership [line items]
Minimum beneficial ownership
Entities affiliated with Vivo Capital, USA
Subsequent Events Additional Information (Detail) - ADSs [member] Major ordinary share transactions [member] $ / shares in Units, in
Mar. 14, 2019 EUR () shares
Mar. 14, 2019 USD ($) shares
Mar. 05, 2019 $ / shares shares
Mar. 11, 2019 shares
Millions, $ in Millions
Disclosure of non-adjusting events after reporting period [line items]
Number of shares, follow-on offering
4,166,667
Follow-on public offering price | $ / shares
$ 120.00
Share purchase price per share follow on offering | $ / shares
$ 112.80
Option to purchase additional number of fully paid shares follow-on offering
625,000
Underwriters right to purchase shares
30 days
Number of shares issued public offering
4,791,667 4,791,667
Proceeds from issuance of public offering
476.9 $ 539.8
Top of range [member]
Disclosure of non-adjusting events after reporting period [line items]
Additional number of shares granted follow-on offering
625,000
|
1 | 173143521_b1 | 173143521 |
Disclosure of detailed information about financial instruments [line items]
Nominal positions
(816) 1,163
Increase in foreign exchange rate
10.00% 10.00%
Profit or loss before tax
(82)
116
Equity before tax
(82)
116
Ownership - Additional Information (Detail)
12 Months Ended Dec. 31, 2018
Disclosure of beneficial ownership [line
items]
Minimumbeneficial ownership percentage 5.00%
Description of nature of related party relationship
Persons, or groups of affiliated persons, are known by us to beneficially own more than 5% of our outstanding ordinary shares
USA [member]
Disclosure of beneficial ownership [line
items]
Description of American depository shares The Company's American Depository Shares are held through BNY (Nominees) Limited as nominee, of The Bank of New York Mellon, UK (as registered holder of the Company's outstanding ADSs).
Entities affiliated with RA capital management LLC [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Entities affiliated with RA Capital Management, LLC, USA
OrbiMed private investments VLP [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
OrbiMed Private Investments V, L.P., USA
Entities affiliated with FMR LLC [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Entities affiliated with FMR LLC, USA
Baker Bros. advisors LP [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Baker Bros. Advisors LP
T Rowe Price Associates Inc [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
T. Rowe Price Associates, Inc., USA
Vivo capital [member] | USA [member]
Disclosure of beneficial ownership [line items]
Minimum beneficial ownership
Entities affiliated with Vivo Capital, USA
Subsequent Events Additional Information (Detail) - ADS |
1 | 173143608_0 | 173143608 | Nexa Resources S.A.
Form 20-F
Filed on 03-Apr-2019 Period 31-Dec-2018 Accession number: 0001104659-19-019711
Included Items
1. 20-F 2. EX-1 3. EX-8 4. EX-12.1 5. EX-12.2 6. EX-13.1 7. XBRL (render)
Table of Contents
As filed with the Securities and Exchange Commission on April 3, 2019.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2018 Commission file number: 001-38256
NEXA RESOURCES S.A.
(Exact name of Registrant as specified in its charter)
Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization)
Rodrigo Nazareth Menck Senior Vice President Finance and Group Chief Financial Officer
Phone: +352 28 26 37 27 37A, Avenue J.F. Kennedy
L-1855, Luxembourg Grand Duchy of Luxembourg (Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common shares, each with par value of US$1.00
Name of Each Exchange on Which Registered
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 The number of outstanding shares of each class of stock of Nexa as of December 31, 2018 was:
133,208,125 common shares, each with par value of US$1.00
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 |
1 | 173143608_1 | 173143608 | Phone: +352 28 26 37 27 37A, Avenue J.F. Kennedy
L-1855, Luxembourg Grand Duchy of Luxembourg (Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common shares, each with par value of US$1.00
Name of Each Exchange on Which Registered
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 The number of outstanding shares of each class of stock of Nexa as of December 31, 2018 was:
133,208,125 common shares, each with par value of US$1.00
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 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 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 o
Accelerated filer x
Non-accelerated filer o
Emerging |
1 | 173143608_2 | 173143608 | 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 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 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 o
Accelerated filer x
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. o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o
International Financial Reporting Standards as issued by the International Accounting Standards Board x
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
Table of Contents
TABLEOF CONTENTS
Form 20-F cross reference guide Forward-looking statements Presentation of financial and other information Risk factors Selected financial data
I. Information on the Company Business overview Mining operations Smelting operations Other operations Res |
1 | 173143608_3 | 173143608 | 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. o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o
International Financial Reporting Standards as issued by the International Accounting Standards Board x
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
Table of Contents
TABLEOF CONTENTS
Form 20-F cross reference guide Forward-looking statements Presentation of financial and other information Risk factors Selected financial data
I. Information on the Company Business overview Mining operations Smelting operations Other operations Reserves Capital expenditures Regulatory matters
II. Operating and financial reviewand prospects Overview Critical accounting policies and estimates Results of operations Liquidity and capital resources Contractual obligations Off-balance sheet arrangements Risk management
III. Share ownership and trading Major shareholders Related party transactions Distributions Trading markets Purchases of equity securities by the issuer and affiliated purchasers
IV. Corporate governance, management and employees Corporate governance Management Executive officers and management committee Executive and director compensation Employees
V. Additional information Legal proceedings Articles of association Taxation Exchange controls and other limitations affecting security holders Evaluation of disclosure controls and procedures Internal control over financial reporting Principal accountant fees and services Information filed with securities regulators Glossary Exhibits Signatures Nexa Resources S.A. Financial Statements
i
Page
ii 1 3 5 21
33 33 37 57 61 67 71 73
80 80 92 95 102 107 108 108
111 111 112 115 117 118
119 119 130 133 137 141
142 142 143 147 155 156 157 159 160 161 163 164 165
Table of Contents
FORM20-F CROSS REFERENCEGUIDE
Item
Form 20-F caption
1
Identity of directors, senior management and advisers
Not applicable
Location in this report
|
1 | 173143608_b0 | 173143608 | $ in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Financial income
Gains on financial investments
$ 26,062 $ 21,388 $ 12,032
Interest on tax credits - Note 25
26,033
Other financial income
15,414
8,480
12,923
Total financial income
67,509
29,868
24,955
Financial expenses
Interest on loans and financing
(77,647) (56,434) (36,059)
Interest on contractual liabilities
(7,294) (8,184)
Monetary adjustment of provisions
(4,763) (9,478) (9,595)
Derivative financial instruments - Note 6 (iii) (2,538)
Other financial expenses
(29,420) (32,073) (24,720)
Total financial expenses
(121,662) (106,169) (70,374)
Foreign exchange losses, net
(148,501) (53,880) 124,500
Net financial results
(202,654) (130,181) 79,081
Prepayment of loan by the related parties
$ 10,284
NEXA BR
Financial expenses
Prepayment of loan by the related parties $ 600,000
Outstanding debt from related parties
$ 1,113,400
Long-term commitments (Details)
$ in Thousands
Dec. 31, 2018 USD ($)
Long-term commitments
Contracted capital commitments $ 15,953
Forward purchase commitments $ 33,395
Events after the reporting period (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended Feb. 15, 2019 Jan. 31, 2019 Dec. 31, 2018
Dividend distribution
Events after the reporting period
Dividend distribution (per share) $ 0.525494
Dividend distribution
$ 70,000
Peruvian income tax assessment
Events after the reporting period
Income tax calculation assessment
$ 37,809
Provision for tax
$ 0
|
1 | 173143608_b1 | 173143608 | BRL (R$)
May 21, 2018
USD ($)
1 Months Ended
Oct. 31, 2018 USD ($)
12 Months Ended
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
$ (13,445) (12,637)
(9,884)
(3,671) (3,283) 348 12,078 17,528 37,582 (6,440) 18,176 $ 26,033
$ (12,947) (11,498)
(694)
258
4,588 433 (18,785) 57 (9,299) $ (47,887)
$ (7,675) (8,967)
(552)
(15,331) 979 408 (68,605) (33,514)
(6,462) $ (139,719)
R$ 100
$ 27 3,394 (9,615) $ 13,009
$ 59,686 33,653 $ 26,033
Net financial results (Details) - USD ($)
$ in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Financial income
Gains on financial investments
$ 26,062 $ 21,388 $ 12,032
Interest on tax credits - Note 25
26,033
Other financial income
15,414
8,480
12,923
Total financial income
67,509
29,868
24,955
Financial expenses
Interest on loans and financing
(77,647) (56,434) (36,059)
Interest on contractual liabilities
(7,294) (8,184)
Monetary adjustment of provisions
(4,763) (9,478) (9,595)
Derivative financial instruments - Note 6 (iii) (2,538)
Other financial expenses
(29,420) (32,073) (24,720)
Total financial expenses
(121,662) (106,169) (70,374)
Foreign exchange losses, net
(148,501) (53 |
1 | 173145535_0 | 173145535 | Forward Pharma A/S
Form 20-F
Filed on 04-Apr-2019 Period 31-Dec-2018 Accession number: 0001047469-19-001957
Included Items
1. 20-F 2. EX-8.1 3. EX-12.1 4. EX-12.2 5. EX-13.1 6. EX-15.1 7. XBRL (render)
Use these links to rapidly review the document TABLE OF CONTENTS Index to Consolidated Financial Statements
Table of Contents
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
ý
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
Commission file number 001-36686
Forward Pharma A/S
(Exact name of Registrant as specified in its charter)
Forward Pharma A/S
(Translation of Registrant's name into English)
Denmark (Jurisdiction of incorporation or organization)
Østergade 24A, 1st floor 1100 Copenhagen K Denmark
(Address of principal executive offices)
Claus Bo Svendsen Chief Executive Officer Østergade 24A, 1st floor
1100 Copenhagen K Denmark
Tel: +45 3344 4242 E-mail: investors@forward-pharma.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 Ordinary shares, nominal value 0.01 DKK(1)
|
1 | 173145535_1 | 173145535 | 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
Commission file number 001-36686
Forward Pharma A/S
(Exact name of Registrant as specified in its charter)
Forward Pharma A/S
(Translation of Registrant's name into English)
Denmark (Jurisdiction of incorporation or organization)
Østergade 24A, 1st floor 1100 Copenhagen K Denmark
(Address of principal executive offices)
Claus Bo Svendsen Chief Executive Officer Østergade 24A, 1st floor
1100 Copenhagen K Denmark
Tel: +45 3344 4242 E-mail: investors@forward-pharma.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 Ordinary shares, nominal value 0.01 DKK(1)
Name of each exchange on which registered Nasdaq Global Select Market
(1) Each ADS represents two ordinary shares Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable (Title of Class) 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: 95,073,864 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes ý No
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. o Yes ý No
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 from their obligations under those Sections.
Indicate by check mark whether the registrant (1 |
1 | 173145535_2 | 173145535 | Name of each exchange on which registered Nasdaq Global Select Market
(1) Each ADS represents two ordinary shares Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable (Title of Class) 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: 95,073,864 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes ý No
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. o Yes ý No
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 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. ý Yes o 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). ý Yes o No
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 o
Accelerated filer o
Non-accelerated filer ý Emerging growth company ý
If an emerging growth company that prepares its financial statements in |
1 | 173145535_3 | 173145535 | ) 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. ý Yes o 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). ý Yes o No
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 o
Accelerated filer o
Non-accelerated filer ý Emerging growth company ý
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. o
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. GAAP o International Financial Reporting Standards as issued by Other o the International Accounting Standards Board ý
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.
o Item 17
o Item 18
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).
o Yes
ý No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE |
1 | 173145535_b0 | 173145535 |
125,000
250,000
Vesting term
4 years
Board of Directors
Disclosure of transactions
between related parties [line
items]
Compensation
$ 60,000
$ 373,000
$ 87,000
Share - based compensation paid
495,000
1,300,000
$ 2,200,000
Payment for partial repurchase of equity awards
$ 65,000
$ 864,000
Other Disclosures Commitments (Details) - USD
($)
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Leasing activities
Minimumlease payments payable under non-cancellable operating lease $ 54,000
Minimum operating lease payments recognised as expense
102,000 $ 128,000 $ 124,000
2019
Leasing activities
Minimumlease payments payable under non-cancellable operating lease 51,000
2020
Leasing activities
Minimumlease payments payable under non-cancellable operating lease 3,000
Through May 2022
Leasing activities
Minimumlease payments payable under non-cancellable operating lease $ 2,000
Other Disclosures Contingent liabilities (Details)
in Millions, $ in Millions
1 Months Ended 12 Months Ended
Jan. 09, 2019 May 31, 2017 Dec. 31, 2018 Dec. 31, 2018 EquityInstruments USD ($) EUR () USD ($)
Contingent liabilities
Grant received for product development
3.8
$ 4.4
Aditech
Contingent liabilities
Obligation payable
$ 25.0
Unsuccessful outcome of Interference Proceeding
Contingent liabilities
Number of deferred shares expired | EquityInstruments 100,000
Addendum | Aditech
Contingent liabilities
Percentage due of non refundable fee
2.00%
2.00%
Obligation payable
$ 25.0
Contingent liability paid
$ 25.0
Exclusive license | Aditech
Contingent liabilities
Percentage Royalty Due Contingent Liability
2.00%
2.00%
|
1 | 173145535_b1 | 173145535 |
Consulting Services
71,000
188,000
202,000
Amounts owed to related parties
113,000
283,000
723,000
Guarantees provided to related parties
0
Guarantees received from related parties
0
Share - based compensation paid
$ 3,088,000
$ 223,000
$ 3,290,000
Deferred shares
Disclosure of transactions
between related parties [line
items]
Shares outstanding | EquityInstruments
700,000
700,000
3,517,000
4,814,000
Granted (after Share Split) | EquityInstruments
0
900,000
125,000
Consultants | Deferred shares
Disclosure of transactions between related parties [line items]
Granted | EquityInstruments
12,500
25,000
Shares outstanding | EquityInstruments
121,000
194,000
Granted (after Share Split) | EquityInstruments
125,000
250,000
Vesting term
4 years
Board of Directors
Disclosure of transactions
between related parties [line
items]
Compensation
$ 60,000
$ 373,000
$ 87,000
Share - based compensation paid
495,000
1,300,000
$ 2,200,000
Payment for partial repurchase of equity awards
$ 65,000
$ 864,000
Other Disclosures Commitments (Details) - USD
($)
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Leasing activities
Minimumlease payments payable under non-cancellable operating lease $ 54,000
Minimum operating lease payments recognised as expense
102,000 $ 128,000 $ 124,000
2019
Leasing activities
Minimumlease payments payable under non-cancellable operating lease 51,000
2020
Leasing activities
Minimumlease payments payable under non-cancellable operating lease 3,000
Through May 2022
Le |
1 | 173148524_0 | 173148524 | ENI SPA
Form 20-F
Filed on 05-Apr-2019 Period 31-Dec-2018 Accession number: 0001174947-19-000533
Included Items
1. 20-F: FORM 20-F 2. EX-1: EXHIBIT 1 3. EX-8: EXHIBIT 8 4. EX-11: EXHIBIT 11 5. EX-12.1: EXHIBIT 12.1 6. EX-12.2: EXHIBIT 12.2 7. EX-13.1: EXHIBIT 13.1 8. EX-13.2: EXHIBIT 13.2 9. EX-99.15(A)(I): EXHIBIT 15.A(I) 10. EX-99.15(A)(II): EXHIBIT 15.A(II) 11. EX-99.15(A)(III): EXHIBIT 15.A(III) 12. EX-99.15(A)(IV): EXHIBIT 15.A(IV) 13. XBRL (render)
TABLE OF CONTENTS
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR 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
OR 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
Commission file number: 1-14090
Eni SpA
(Exact name of Registrant as specified in its charter)
Republic of Italy
(Jurisdiction of incorporation or organization)
1, piazzale Enrico Mattei - 00144 Roma - Italy
(Address of principal executive offices)
Massimo Mondazzi Eni |
1 | 173148524_1 | 173148524 | URITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR 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
OR 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
Commission file number: 1-14090
Eni SpA
(Exact name of Registrant as specified in its charter)
Republic of Italy
(Jurisdiction of incorporation or organization)
1, piazzale Enrico Mattei - 00144 Roma - Italy
(Address of principal executive offices)
Massimo Mondazzi Eni SpA
1, piazza Ezio Vanoni 20097 San Donato Milanese (Milano) - Italy Tel +39 02 52041730 - Fax +39 02 52041765
(Name, Telephone, Email 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 ofeach class
Shares
American Depositary Shares
(Which represent the right to receive two Shares)
Name ofeach exchange on which registered
New York Stock Exchange*
New York Stock Exchange
* Not for trading, but only in connection with the registration of American Depositary
Shares, pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) ofthe Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) ofthe Act:
None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stockas of the close of the period covered by the annual report. |
1 | 173148524_2 | 173148524 | SpA
1, piazza Ezio Vanoni 20097 San Donato Milanese (Milano) - Italy Tel +39 02 52041730 - Fax +39 02 52041765
(Name, Telephone, Email 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 ofeach class
Shares
American Depositary Shares
(Which represent the right to receive two Shares)
Name ofeach exchange on which registered
New York Stock Exchange*
New York Stock Exchange
* Not for trading, but only in connection with the registration of American Depositary
Shares, pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) ofthe Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) ofthe Act:
None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stockas of the close of the period covered by the annual report. Ordinary shares
3,634,185,330
Indicate by checkmarkif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
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
No
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 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
No
Indicate by check mark whether the registrant has submitted electronically and posted on their corporate Web sites, if any |
1 | 173148524_3 | 173148524 | Ordinary shares
3,634,185,330
Indicate by checkmarkif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
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
No
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 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
No
Indicate by check mark whether the registrant has submitted electronically and posted on their corporate Web sites, 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
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Checkone):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
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, |
1 | 173148524_b0 | 173148524 | C.
Subsidiaries Seven [Member] | Gas Power [Member] | Outside Italy [Member] | Third parties [Member]
Disclosure of subsidiaries [line items]
% Ownership
33.33%
Subsidiaries Seven [Member] | Gas Power [Member] | Outside Italy [Member]
| Eni International BV [Member]
Disclosure of subsidiaries [line items]
% Ownership
66.67%
Subsidiaries Eight [Member] | Gas Power [Member] | Outside Italy [Member]
Disclosure of subsidiaries [line items]
Company name
Societe la Construction du Gazoduc Transtunisien SA - Scogat SA
Registered office
Tunisi (Tunisia)
Country of operation
Tunisia
Share capital
$ 200,000
Shareholders
Eni INternational BV Eni SpA LNG Shipping Spa Trans Tunis P.Co SpA
% Equity ratio
100.00%
Consolidation or valutation method
[1] F.C.
Subsidiaries Eight [Member] | Gas Power [Member] | Outside Italy [Member] |
Eni International BV [Member]
Disclosure of subsidiaries [line items]
% Ownership
99.85%
Subsidiaries Eight [Member] | Gas Power [Member] | Outside Italy [Member] | ENI SPA [Member]
Disclosure of subsidiaries [line items]
% Ownership
0.05%
Subsidiaries Eight [Member] | Gas Power [Member] | Outside Italy [Member] | LNG Shipping SpA [Member]
Disclosure of subsidiaries [line items]
% Ownership
0.05%
Subsidiaries Eight [Member] | Gas Power [Member] | Outside Italy [Member] |
Trans Tunis P Co SpA [Member]
Disclosure of subsidiaries [line items]
% Ownership
0.05%
[1] F.C. = full consolidation, J.O. = joint operation, Eq. = equity-accounted, Co. = valued at cost, F.V. = valued at fair value
|
1 | 173148524_b1 | 173148524 | .C.
240,900,000
Gas Supply Company Thessaloniki - Thessalia SA Thessaloniki (Greece) Greece
13,761,788 Eni gas e luce SpA 10000.00% 100.00% [1] F.C.
Trans Tunisian Pipeline Co SpA San Donato Milanese (MI) Tunisia
Eni SpA 100.00% 100.00%
1,098,000
Consolidation or valutation method
[1] F.C.
Subsidiaries Seven [Member] | Gas Power [Member] | Outside Italy [Member]
Disclosure of subsidiaries [line items]
Company name
Société de Service du Gazoduc Transtunisien SA Sergaz SA
Registered office
Tunisi (Tunisia)
Country of operation
Tunisia
Share capital
99,000
Shareholders
Eni International BV Third parties
% Equity ratio
66.67%
Consolidation or valutation method
[1] F.C.
Subsidiaries Seven [Member] | Gas Power [Member] | Outside Italy [Member] | Third parties [Member]
Disclosure of subsidiaries [line items]
% Ownership
33.33%
Subsidiaries Seven [Member] | Gas Power [Member] | Outside Italy [Member]
| Eni International BV [Member]
Disclosure of subsidiaries [line items]
% Ownership
66.67%
Subsidiaries Eight [Member] | Gas Power [Member] | Outside Italy [Member]
Disclosure of subsidiaries [line items]
Company name
Societe la Construction du Gazoduc Transtunisien SA - Scogat SA
Registered office
Tunisi (Tunisia)
Country of operation
Tunisia
Share capital
$ 200,000
Shareholders
Eni INternational BV Eni SpA LNG Shipping Spa Trans Tunis P.Co SpA
% Equity ratio
100.00%
Consolidation or valutation method
[1] F.C.
|
1 | 173155923_0 | 173155923 | EDAP TMS SA
Form 20-F
Filed on 12-Apr-2019 Period 31-Dec-2018 Accession number: 0001171843-19-002377
Included Items
1. 20-F: FORM 20-F 2. EX-8.1: EXHIBIT 8.1 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. EX-15.2: EXHIBIT 15.2 8. EX-15.3: EXHIBIT 15.3 9. XBRL (render)
As filed with the Securities and Exchange Commission on April 12, 2019
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIESEXCHANGE ACT OF 1934,
OR
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018
OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from ________ to _________
OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of the event requiring this shell company report_______________________
000-29374 (Commission file number)
EDAP TMS S.A.
(Exact name of registrant as specified in its charter)
France
(Jurisdiction of incorporation or organization)
Parc d'Activites la Poudrette-Lamartine 4/6, rue du Dauphiné
69120 Vaulx-en-Velin, France (Address of principal executive offices)
Mrs. Blandine Confort -Tel. +33 4 72 15 31 50, E-mail: bconfort@edap-tms.com Parc d'Activites la Poudrette-Lamartine, |
1 | 173155923_1 | 173155923 | SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018
OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from ________ to _________
OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of the event requiring this shell company report_______________________
000-29374 (Commission file number)
EDAP TMS S.A.
(Exact name of registrant as specified in its charter)
France
(Jurisdiction of incorporation or organization)
Parc d'Activites la Poudrette-Lamartine 4/6, rue du Dauphiné
69120 Vaulx-en-Velin, France (Address of principal executive offices)
Mrs. Blandine Confort -Tel. +33 4 72 15 31 50, E-mail: bconfort@edap-tms.com Parc d'Activites la Poudrette-Lamartine, 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France
(Name, Telephone, E-mail 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 Depositary Shares, each representing
One Ordinary Share Ordinary Shares, nominal value 0.13 per share
Name of each exchange on which registered NASDAQ Global Market
NASDAQ Global Market
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
Outstanding shares of each of the issuer's classes of capital or common stock as of December 31, 2018: 28,997,866 Ordinary Shares
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
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 |
1 | 173155923_2 | 173155923 | 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France
(Name, Telephone, E-mail 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 Depositary Shares, each representing
One Ordinary Share Ordinary Shares, nominal value 0.13 per share
Name of each exchange on which registered NASDAQ Global Market
NASDAQ Global Market
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
Outstanding shares of each of the issuer's classes of capital or common stock as of December 31, 2018: 28,997,866 Ordinary Shares
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
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 ___ 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 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ___ Accelerated filer X Non-accelerated filer ___ |
1 | 173155923_3 | 173155923 | Exchange Act of 1934. 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 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ___ Accelerated filer X Non-accelerated filer ___ Emerging growth company ___
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 standards provided pursuant to Section 13(a) of the Exchange Act. ___
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 ___ Other ___
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 ___ Item 18 ___
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 ___ No X
1
TABLEOF CONTENTS
Page
Presentation of Financial and Other Information
4
Cautionary |
1 | 173155923_b0 | 173155923 | ctions: write-off and others
10
(233)
Balance
1,404
1,029
960
SEC Schedule, 12-09, Reserve, Inventory [Member]
Balance
723
803
728
Charges to costs and expenses
355
239
121
Deductions: write-off and others
(104)
(319)
(46)
Balance
974
723
803
SEC Schedule, 12-09, Reserve, Warranty [Member]
Balance
449
548
576
Charges to costs and expenses
433
316
319
Deductions: write-off and others
(334)
(415)
(347)
Balance
548
449
548
Note30 - Supplemental Disclosures of Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - EUR
() in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Income taxes paid (refunds received) 407
585
596
Interest paid
49
41
41
Interest received
12
7
4
Capital lease obligations incurred 427
484
285
Note 31 - Related Party Transactions (Details
Textual) in Thousands
Related Parties Amount in Cost of Sales Due to Related Parties, Current, Total Revenue from Related Parties Accounts Receivable, Related Parties, Current EDAP Technomed Co Ltd. [Member] | JAPAN | Loans Payable [Member] Debt Instrument, Face Amount | ¥ EDAP Technomed Sdn Bdh [Member] | Malaysia 1 [Member] | Loans Payable [Member] Debt Instrument, Face Amount | RM
12 Months Ended
Dec. 31, 2017
EUR ()
Dec. 31, 2016
EUR ()
41
62
0
161
483
0
Dec. 31, Dec. 31,
2018
2018
MYR (RM) EUR ()
0
0
Dec. 31, 2018 JPY (¥)
¥ 80,000,000
RM 90,000
|
1 | 173155923_b1 | 173155923 | 118 7,082 2,412
22,580
5,095
8,011
35,686
60
46,591 1,621 5,779 2,412
24,045
4,906
6,628
35,579
32
Note 29 - Valuation Accounts - Schedule of Valuation
Accounts (Details) - EUR () in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member]
Balance
14,266 19,450 19,212
Charges to costs and expenses
515
1,536
238
Deductions: write-off and others
(228)
(6,720)
Balance
14,553
14,266
19,450
SEC Schedule, 12-09, Allowance, Credit Loss [Member]
Balance
1,029
960
1,091
Charges to costs and expenses
365
69
103
Deductions: write-off and others
10
(233)
Balance
1,404
1,029
960
SEC Schedule, 12-09, Reserve, Inventory [Member]
Balance
723
803
728
Charges to costs and expenses
355
239
121
Deductions: write-off and others
(104)
(319)
(46)
Balance
974
723
803
SEC Schedule, 12-09, Reserve, Warranty [Member]
Balance
449
548
576
Charges to costs and expenses
433
316
319
Deductions: write-off and others
(334)
(415)
(347)
Balance
548
449
548
Note30 - Supplemental Disclosures of Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - EUR
() in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Income taxes paid (refund |
1 | 173157076_0 | 173157076 | Presbia PLC
Form 10-K
Filed on 12-Apr-2019 Period 31-Dec-2018 Accession number: 0001564590-19-011513
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)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
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 001-36824
PRESBIA PLC
(Exact name of registrant as specified in its charter)
Ireland
(State or other jurisdiction of incorporation or organization)
98-1162329
(IRS Employer Identification No.)
Suite 7, Sandyford Office Centre, 17 Corrig Road, Sandyford Dublin 18 Ireland
(Address of principal executive offices, including zip code)
Registrant's Telephone Number, Including Area Code: +353 (1) 551 1487
Securities registered pursuant to Section 12(b) of the Act:
Ordinary Shares, $0.001 Par Value
(Title of each class)
The Nasdaq Capital Market
(Name of each exchange on which registered)
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 duringthe preceding12 months (or for such shorter period that the |
1 | 173157076_1 | 173157076 | -1162329
(IRS Employer Identification No.)
Suite 7, Sandyford Office Centre, 17 Corrig Road, Sandyford Dublin 18 Ireland
(Address of principal executive offices, including zip code)
Registrant's Telephone Number, Including Area Code: +353 (1) 551 1487
Securities registered pursuant to Section 12(b) of the Act:
Ordinary Shares, $0.001 Par Value
(Title of each class)
The Nasdaq Capital Market
(Name of each exchange on which registered)
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 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 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 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 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 definitions of "large accelerated filer," "accelerated filer," "smaller reportingcompany," and "emerginggrowth company" in 12b-2 of the Exchange Act.
Large accelerated fil |
1 | 173157076_2 | 173157076 | registrant was required to file such reports), and (2) has been subject to such filingrequirements 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) duringthe preceding12 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 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 definitions of "large accelerated filer," "accelerated filer," "smaller reportingcompany," and "emerginggrowth company" in 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reportingcompany
Emerginggrowth 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 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 Registrant's ordinary shares (the only common equity of the Registrant) held by non-affiliates for the last business day of the Registrant's most recently completed second fiscal quarter: $13,158,204.
As of April 12, 2019, there were 17,229,624 ordinary shares outstanding.
PRESBIA PLC 2018 ANNUAL REPORT ON FORM10-K
TABLEOF CONTENTS
Page
PART I
Item 1.
Business
2
Item 1A. Risk Factors
27
Item 1B. Unresolved Staff Comments
55 |
1 | 173157076_3 | 173157076 | er
Accelerated filer
Non-accelerated filer
Smaller reportingcompany
Emerginggrowth 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 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 Registrant's ordinary shares (the only common equity of the Registrant) held by non-affiliates for the last business day of the Registrant's most recently completed second fiscal quarter: $13,158,204.
As of April 12, 2019, there were 17,229,624 ordinary shares outstanding.
PRESBIA PLC 2018 ANNUAL REPORT ON FORM10-K
TABLEOF CONTENTS
Page
PART I
Item 1.
Business
2
Item 1A. Risk Factors
27
Item 1B. Unresolved Staff Comments
55
Item 2.
Properties
55
Item 3.
Legal Proceedings
55
Item 4.
Mine Safety Disclosures
55
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
56
Item 6.
Selected Financial Data
56
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
57
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
65
Item 8.
Financial Statements and Supplementary Data
66
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
90
Item 9A. Controls and Procedures
90
Item 9B. Other Information
91
PART III
Item 10. Directors, Executive Officers and Corporate Governance
92
Item 11. Executive Compensation
96
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
101
Item 13. Certain Relationships and Related Transactions |
1 | 173157076_b0 | 173157076 | Terms and conditions for terminated employees awards vesting description
On the date of reorganization, the Company extended the terms and conditions for all equity grants for all terminated employees providing at least a one-year extension past the termination date for all vested stock options (Type I modification as prescribed by ASC Topic 718), and, in certain cases, the acceleration of unvested options or restricted share awards (Type III modification as prescribed by ASC Topic 718). For those terminated employees with RSU grants based on a market condition, the Company granted a one-year extension to vest according to the same market conditions as defined in the original grants. Generally, when a modification of an award occurs, the prior periods' expense recognition associated with all unvested awards is reversed in the period of the modification on the basis that the old award is being exchanged for a new award.
Reduction of stock-based compensation expense
$ 1,350,000
Increase in fair value as stockbased compensation expense
380,000
Net reduction of stock-based compensation expense
970,000
Accrued Expense [Member]
Restructuring Cost And Reserve [Line Items]
Write-down of leasehold expenses
8,000
Furniture and Fixtures [Member]
Restructuring Cost And Reserve [Line Items]
Write-down of leasehold expenses
89,000
Engineering Tools, Molds and Fixtures [Member]
Restructuring Cost And Reserve [Line Items]
Write-down of leasehold expenses
$ 52,000
Irvine [Member]
Restructuring Cost And Reserve [Line Items]
Number of facilities vacated | Facility
1
Vacated facility lease area | ft²
8,500
Vacated facility remaining lease term
33 months
Vacated facility lease expiration period
Sep. 30, 2020
Fair value of remaining lease obligation
$ 222,000 222,000
Irish Tax Authorities [Member]
Restructuring Cost And Reserve [Line Items]
Tax reserve for unpaid withholding taxes
238,000 238,000
Withholding of income taxes to be paid
$ 238,000 $ 238,000
Unprompted voluntary disclosure $
settlment, net cost
79,000
|
1 | 173157076_b1 | 173157076 | Limitations on Use
utilized to offset future trading taxable income.
Germany [Member]
Income Tax [Line Items]
Operating loss carryforwards $ 800,000
1 Months 3 Months Ended Ended
12 Months Ended
Fourth Quarter 2017 Adjustments - Additional
Information (Detail) Reorganization [Member]
Nov. 20, 2018 USD ($)
Dec. 31, 2017
USD ($) ft²
Facility Employees
Dec. 31, 2017
USD ($)
Dec. 31, 2018
Restructuring Cost And Reserve [Line Items]
Number of employees reduced | Employees
15
Percentage of employees reduced
38.50%
Reduction in operating expense
$ 1,078,000
Increase in tax provision expense
238,000
Compensation related adjustments
465,000 $ 465,000
Severance costs
332,000
Reversal of accrued incentive compensation costs
797,000 $ 797,000
Facilities related adjustments
357,000
Period to exercise vested options following termination
90 days
Terms and conditions for terminated employees awards vesting description
On the date of reorganization, the Company extended the terms and conditions for all equity grants for all terminated employees providing at least a one-year extension past the termination date for all vested stock options (Type I modification as prescribed by ASC Topic 718), and, in certain cases, the acceleration of unvested options or restricted share awards (Type III modification as prescribed by ASC Topic 718). For those terminated employees with RSU grants based on a market condition, the Company granted a one-year extension to vest according to the same market conditions as defined in the original grants. Generally, when a modification of an award occurs, the prior periods' expense recognition associated with all unvested awards is reversed in the period of the modification on the basis that the old award is being exchanged for a new award.
Reduction of stock-based compensation expense
$ 1,350,000
Increase in fair value as stockbased compensation expense
380,000
Net reduction of stock-based compensation expense
970,000
Accrued Expense [Member]
Restructuring Cost And Reserve [Line Items]
Write-down of leasehold expenses |
1 | 173160962_0 | 173160962 | Ternium S.A.
Form 20-F
Filed on 16-Apr-2019 Period 31-Dec-2018 Accession number: 0001342874-19-000026
Included Items
1. 20-F 2. EX-1.1: EXHIBIT 1.1 3. EX-8.1: EXHIBIT 8.1 4. EX-12.1: EXHIBIT 12.1 5. EX-12.2: EXHIBIT 12.2 6. EX-13.1: EXHIBIT 13.1 7. EX-13.2: EXHIBIT 13.2 8. 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 12(g) of the Securities Exchange Act of 1934
or Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended x 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
Commission file number: 001-3132734
TERNIUM S.A.
(Exact name of Registrant as specified in its charter)
N/A (Translation of Registrant's name into English)
Grand Duchy of Luxembourg (Jurisdiction of incorporation or organization)
29, Avenue de la Porte-Neuve 3rd floor L-2227 Luxembourg
(Address of principal executive offices) Alejandra Hryszkiewicz
29, Avenue de la Porte-Neuve 3rd floor L-2227 Luxembourg
Tel. +352 26 68 31 52, Fax. +352 26 53 83 49, e-mail: luxembourg@ternium.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 Depositary Shares Ordinary Shares, par value $1.00 per share
Name of Each Exchange On Which Registered NewYork Stock Exchange NewYork Stock Exchange |
1 | 173160962_1 | 173160962 | 1934
or o Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number: 001-3132734
TERNIUM S.A.
(Exact name of Registrant as specified in its charter)
N/A (Translation of Registrant's name into English)
Grand Duchy of Luxembourg (Jurisdiction of incorporation or organization)
29, Avenue de la Porte-Neuve 3rd floor L-2227 Luxembourg
(Address of principal executive offices) Alejandra Hryszkiewicz
29, Avenue de la Porte-Neuve 3rd floor L-2227 Luxembourg
Tel. +352 26 68 31 52, Fax. +352 26 53 83 49, e-mail: luxembourg@ternium.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 Depositary Shares Ordinary Shares, par value $1.00 per share
Name of Each Exchange On Which Registered NewYork Stock Exchange NewYork Stock Exchange*
*Ordinary shares of Ternium S.A. are not listed for trading but only in connection with the registration of American Depositary Shares which are evidenced by American Depositary Receipts.
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 outstandingshares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 2,004,743,442 ordinary shares, par value $1.00 per share
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
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
Note checkingthe boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from |
1 | 173160962_2 | 173160962 | *
*Ordinary shares of Ternium S.A. are not listed for trading but only in connection with the registration of American Depositary Shares which are evidenced by American Depositary Receipts.
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 outstandingshares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 2,004,743,442 ordinary shares, par value $1.00 per share
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
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
Note checkingthe boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 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 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 and posted on its corporate Website, 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) duringthe preceding12 months (or for such shorter period that the registrant was required to submit and post 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 emerginggrowth company. See definition of "large accelerated filer," "accelerated filer," and "emerginggrowth company" in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer x
Accelerated Filer |
1 | 173160962_3 | 173160962 | 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 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 and posted on its corporate Website, 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) duringthe preceding12 months (or for such shorter period that the registrant was required to submit and post 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 emerginggrowth company. See definition of "large accelerated filer," "accelerated filer," and "emerginggrowth company" in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer x
Accelerated Filer o
Non-accelerated filer o
Emerginggrowth company o
If an emerginggrowth 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 complyingwith any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. o
The term "new or revised financial accountingstandard" refers to any update issued by the Financial AccountingStandards Board to its AccountingStandards Codification after April 5, 2012.
Indicate by check mark which basis of accountingthe registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o
International Financial ReportingStandards as issued by the International AccountingStandards Board x
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
Other o
Please send |
1 | 173160962_b0 | 173160962 | member] Equity Retained earnings [member] | IAS 29 [Member] Cumulative Effect of New Accounting Principle in Period of Adoption1 Initial public offering expenses [Member] Equity
tx_CumulativeEffectofNewAccountingPrincipleinPeriodofAdoption1 303,000
ifrs-full_Equity
(2,403,664,000) [2]
ifrs-full_Equity
1,111,375,000
tx_CumulativeEffectofNewAccountingPrincipleinPeriodofAdoption1 268,824,000
tx_CumulativeEffectofNewAccountingPrincipleinPeriodofAdoption1 204,000
ifrs-full_Equity ifrs-full_Equity ifrs-full_Equity ifrs-full_Equity
(150,000,000)
[2], [3]
1,416,571,000
[2], [4]
2,004,743,000
[2], [3]
6,912,740,000 [2]
tx_CumulativeEffectofNewAccountingPrincipleinPeriodofAdoption1 421,502,000 [2]
ifrs-full_Equity
$ (23,295,000) [2]
[1] Represents the difference between book value of non-monetary contributions received fromshareholders under Luxembourg GAAP and IFRS.
[2] Shareholders' equity determined in accordance with accounting principles generally accepted in Luxembourg is disclosed in Note 25 (iii).
[3] The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of $1.00 per share. As of December 31, 2018, there were 2,004,743,442 shares issued. All issued shares are fully paid. Also, as of December 31, 2018, the Company held 41,666,666 shares as treasury shares.
[4] Include mainly legal reserve under Luxembourg law for $200.5 million, undistributable reserves under Luxembourg law for $1.4 billion, hedge accounting reserve, net of tax effect, for $0.5 million and reserves related to the acquisition of non-controlling interest in subsidiaries for $(88.5) million.
|
1 | 173160962_b1 | 173160962 | 866,000)
[1], [2]
Equity attributable to owners of parent [member]
Equity
ifrs-full_Equity
5,432,229,000 [2]
Equity attributable to owners of parent [member] | IAS 29 [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption1
tx_CumulativeEffectofNewAccountingPrincipleinPeriodofAdoption1 421,502,000 [2]
Equity attributable to owners of parent [member] | IFRS 9 [Member]
Cumulative Effect of New Accounting Principle in Period of
[2]
Adoption1 Reserve of exchange differences on translation [member] Equity Non-controlling interests [member] Equity Non-controlling interests [member] | IAS 29 [Member] Cumulative Effect of New Accounting Principle in Period of Adoption1 Non-controlling interests [member] | IFRS 9 [Member] Cumulative Effect of New Accounting Principle in Period of Adoption1 Treasury shares [member] Equity
Other reserves [member] Equity
Issued capital [member] Equity
Retained earnings [member] Equity Retained earnings [member] | IAS 29 [Member] Cumulative Effect of New Accounting Principle in Period of Adoption1 Initial public offering expenses [Member] Equity
tx_CumulativeEffectofNewAccountingPrincipleinPeriodofAdoption1 303,000
ifrs-full_Equity
(2,403,664,000) [2]
ifrs-full_Equity
1,111,375,000
tx_CumulativeEffectofNewAccountingPrincipleinPeriodofAdoption1 268,824,000
tx_CumulativeEffectofNewAccountingPrincipleinPeriodofAdoption1 204,000
ifrs-full_Equity ifrs-full_Equity ifrs-full_Equity ifrs-full_Equity
(150,000,000)
[2], [3]
1,416,571,000
[2], [4]
2,004,743,000
[2], [3]
6,912,740,000 [2]
tx_Cum |
1 | 173167003_0 | 173167003 | Yandex N.V.
Form 20-F
Filed on 19-Apr-2019 Period 31-Dec-2018 Accession number: 0001513845-19-000009
Included Items
1. 20-F 2. EX-4.5 3. EX-7.3 4. EX-8.1 5. EX-12.1 6. EX-12.2 7. EX-13.1 8. EX-15.1 9. EX-15.2 10. XBRL (render)
TABLE OF CONTENTS YANDEX N.V. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents
(Mark One)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
REGISTRATION STATEMENTPURSUANTTOSECTION 12(b) OR (g) OFTHESECURITIESEXCHANGEACTOF1934 OR
ANNUALREPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 For the fiscal year endedDecember 31, 2018 OR
TRANSITION REPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 For the transitionperiodfrom to OR
SHELLCOMPANYPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 Date of event requiring this shell companyreport
Commission file number: 001-35173
YANDEX N.V.
(Exact name of Registrant as specified in its charter) N/A
(Translation of Registrant's name in English) The Netherlands
(Jurisdiction of incorporation or organization) Schiphol Boulevard 165
Schiphol P7 1118 BG, The Netherlands (Address of principal executive offices)
Arkady Volozh, Chief Executive Officer Schiphol Boulevard 165
Schiphol 1118 BG, The Netherlands Telephone: +31 20-206-6970 Facsimile: +31 20-446-6372 Email: askIR@yandex-team.ru
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Sec |
1 | 173167003_1 | 173167003 | December 31, 2018 OR
TRANSITION REPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 For the transitionperiodfrom to OR
SHELLCOMPANYPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 Date of event requiring this shell companyreport
Commission file number: 001-35173
YANDEX N.V.
(Exact name of Registrant as specified in its charter) N/A
(Translation of Registrant's name in English) The Netherlands
(Jurisdiction of incorporation or organization) Schiphol Boulevard 165
Schiphol P7 1118 BG, The Netherlands (Address of principal executive offices)
Arkady Volozh, Chief Executive Officer Schiphol Boulevard 165
Schiphol 1118 BG, The Netherlands Telephone: +31 20-206-6970 Facsimile: +31 20-446-6372 Email: askIR@yandex-team.ru
(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
Name of each exchange on which registered
Class A Ordinary Shares
NASDAQ Global Select Market
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. Class A Ordinary Shares
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stockas of the close of the period covered by the Annual Report.(1)
Title of each class
Number of shares outstanding
Class A Class B
286,848,365 37,878,658
Indicate by checkmarkif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by checkmarkif the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Note--checking the box above will not relieve any regist |
1 | 173167003_2 | 173167003 | urities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Name of each exchange on which registered
Class A Ordinary Shares
NASDAQ Global Select Market
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. Class A Ordinary Shares
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stockas of the close of the period covered by the Annual Report.(1)
Title of each class
Number of shares outstanding
Class A Class B
286,848,365 37,878,658
Indicate by checkmarkif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by checkmarkif the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
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 from their obligations under those Sections.
Indicate by checkmarkwhether 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 checkmarkwhether 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 No
Indicate by checkmarkwhether 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 |
1 | 173167003_3 | 173167003 | rant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by checkmarkwhether 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 checkmarkwhether 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 No
Indicate by checkmarkwhether 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
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmarkif 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 checkmarkwhich basis of accounting the registrant has used to prepared the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by checkmarkwhich financial statement item the registrant has elected to follow. Item 17 Item 18
If this is an annual report, indicate by checkmarkwhether the registrant is a shell company (as defined in Rule 12b-2 |
1 | 173167003_b0 | 173167003 |
Yandex.Money
RELATED-PARTY TRANSACTIONS
Revenue fromsubleasing and other services $ 0.7
51.0
86.0
106.0
Online payment commission expense 6.2
432.0
439.0
173.0
Receivable amount
5.0
158.0
344.0
Yandex Market
RELATED-PARTY TRANSACTIONS
Revenue fromsubleasing and other services 14.4
1,001.0
Receivable amount
5.9
407.0
Revenue from advertising services
6.8
469.0
Payable amount
1.0
70.0
Senior employees
RELATED-PARTY TRANSACTIONS
Loans granted to related parties
$ 3.0
173.0
207.0
SUBSEQUENT EVENTS (Details)
in Millions, $ in Millions
1 Months Ended
12 Months Ended
Feb. 28, 2019
USD ($) shares
Dec. 31, 2018
USD ($) shares
Dec. 31, 2018
RUB () shares
Dec. 31, 2017
RUB ()
Mar. 31, 2019
Feb. 28, 2019
RUB ()
Mar. 31, 2018
USD ($)
Mar. 31, 2018
RUB ()
Mar. 31, 2017
USD ($)
Mar. 31, 2017
RUB ()
Subsequent events
Designated as hedging instrument
$ 80.4 4,572 $ 102.8 5,976
Cash consideration
$ 13.8 956 918
RSUs
Subsequent events
Awards granted (in shares)
6,226,234 6,226,234
Subsequent event
Subsequent events
Designated as hedging instrument
$ 59.7
3,915
Subsequent event | Znanie Company Limited
Subsequent events
Ownership interest acquired (as a percent)
100.00%
2016 Plan | Subsequent event | Class A | Maximum | RSUs
Subsequent events
Awards granted (in shares)
570,282
|
1 | 173167003_b1 | 173167003 | assets, net $ 1,539.7 106,964 38,078 34,372
Russia
Long-lived assets, net:
Total long-lived assets, net 1,441.1
100,118 30,689
24,499
Finland
Long-lived assets, net:
Total long-lived assets, net 85.6
5,946
6,802
8,327
Rest of the world
Long-lived assets, net:
Total long-lived assets, net $ 13.0
900
587
1,546
RELATED-PARTY TRANSACTIONS (Details) in Millions, $ in Millions
12 Months Ended
Dec. 31, 2018 Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2018 USD ($) RUB () RUB () RUB () RUB ()
RELATED-PARTY TRANSACTIONS
Loans granted to related parties
$ 0.5
173.0
33.0
Interest rate, maximum
8.00%
8.00%
Yandex.Money
RELATED-PARTY TRANSACTIONS
Revenue fromsubleasing and other services $ 0.7
51.0
86.0
106.0
Online payment commission expense 6.2
432.0
439.0
173.0
Receivable amount
5.0
158.0
344.0
Yandex Market
RELATED-PARTY TRANSACTIONS
Revenue fromsubleasing and other services 14.4
1,001.0
Receivable amount
5.9
407.0
Revenue from advertising services
6.8
469.0
Payable amount
1.0
70.0
Senior employees
RELATED-PARTY TRANSACTIONS
Loans granted to related parties
$ 3.0
173.0
207.0
SUBSEQUENT EVENTS (Details)
in Millions, $ in Millions
1 Months Ended
12 Months Ended
Feb. 28, 2019
USD ($) shares
Dec. 31, 2018
USD ($) shares
Dec. |
1 | 173170377_0 | 173170377 | Akari Therapeutics Plc
Form 20-F
Filed on 23-Apr-2019 Period 31-Dec-2018 Accession number: 0001144204-19-020749
Included Items
1. 20-F: FORM 20-F 2. EX-10.21: EXHIBIT 10.21 3. EX-23.1: EXHIBIT 23.1 4. EX-31.1: EXHIBIT 31.1 5. EX-31.2: EXHIBIT 31.2 6. EX-32.1: EXHIBIT 32.1 7. EX-32.2: EXHIBIT 32.2 8. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549 FORM 20-F
(Mark One)
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934
OR
x 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
OR
¨ SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report________________________
For the transition period from__________ to ___________
Commission file number 001-36288
Akari Therapeutics, PLC
(Exact name of Registrant as specified in its charter)
The Laws of England and Wales (Jurisdiction of incorporation or organization)
75/76 Wimpole Street London W1G 9RT United Kingdom
(Address of principal executive offices)
Clive Richardson Interim Chief Executive Officer
75/76 Wimpole Street London W1G 9RT United Kingdom
Telephone +44 20 8004 0270 (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 |
1 | 173170377_1 | 173170377 | 1934
For the fiscal year ended
December 31, 2018
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
OR
¨ SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report________________________
For the transition period from__________ to ___________
Commission file number 001-36288
Akari Therapeutics, PLC
(Exact name of Registrant as specified in its charter)
The Laws of England and Wales (Jurisdiction of incorporation or organization)
75/76 Wimpole Street London W1G 9RT United Kingdom
(Address of principal executive offices)
Clive Richardson Interim Chief Executive Officer
75/76 Wimpole Street London W1G 9RT United Kingdom
Telephone +44 20 8004 0270 (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
Name of each exchange on which registered
American Depositary Shares, each representing 100 Ordinary Shares, par value
£0.01 per share
The Nasdaq Capital Market
Ordinary Shares, £0.01 par value per share*
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
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: 1,580,693,413 Ordinary Shares, £0.01 par value per share
* Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission.
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
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file |
1 | 173170377_2 | 173170377 | ) of the Act.
Title of each class
Name of each exchange on which registered
American Depositary Shares, each representing 100 Ordinary Shares, par value
£0.01 per share
The Nasdaq Capital Market
Ordinary Shares, £0.01 par value per share*
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
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: 1,580,693,413 Ordinary Shares, £0.01 par value per share
* Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission.
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
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 x No
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 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.
x 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).
x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. |
1 | 173170377_3 | 173170377 | reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
¨ Yes x No
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 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.
x 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).
x Yes ¨ No
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 ¨
Accelerated filer ¨
Non-accelerated filer x Emerging growth company ¨
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. GAAP x
International Financial Reporting Standards as issued by the International Accounting Standards Board ¨
Other ¨
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 |
1 | 173170377_b0 | 173170377 | ]
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration
5,200,000
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration
$ 7,200,000
SWITZERLAND
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards Expiration Year 7 years
Segment Information (Details) - USD ($)
Dec. 31, 2018 Dec. 31, 2017
Segment Reporting Information [Line Items]
Total
$ 20,425 $ 55,898
UNITED STATES
Segment Reporting Information [Line Items]
Total
5,735
22,103
UNITED KINGDOM
Segment Reporting Information [Line Items]
Total
$ 14,690 $ 33,795
Subsequent Events (Details Textual) - USD ($)
1 Months Ended
12 Months Ended
Mar. 29, 2019 Sep. 26, 2018 Oct. 20, 2017 Dec. 31, 2018 Dec. 31, 2017
Subsequent Event [Line Items]
Sale of Stock, Price Per Share
$ 5.00
Stock Issued During Period, Value, New Issues
$ 17,400,000 $ 891,232 $ 15,671,881
American Depositary Share [Member]
Subsequent Event [Line Items]
Sale of Stock, Price Per Share
$ 2.00
Aspire Capital Fund LLC [Member]
Subsequent Event [Line Items]
Sale of Stock, Number of Shares Issued in Transaction
25,000,000
Sale of Stock, Price Per Share
$ 0.02
Subsequent Event [Member] | American Depositary Share [Member]
Subsequent Event [Line Items]
Sale of Stock, Price Per Share
$ 3.46
Subsequent Event [Member] | Aspire Capital Fund LLC [Member]
Subsequent Event [Line Items]
Sale of Stock, Number of Shares Issued in Transaction
5,000,000
Sale of Stock, Price Per Share
$ 0.0346
Stock Issued During Period, Value, New Issues
$ 173,000
|
1 | 173170377_b1 | 173170377 | 19.00%
19.25% 20.00%
Effective Income Tax Rate Reconciliation, Tax Credit, Amount
$
$
4,900,000 3,800,000
Effective Income Tax Rate Reconciliation, Tax Credit, Percent
14.50%
Operating Loss Carryforwards, Limitations on subject to limitation under Internal Revenue Code Section 382 should there have been
Use
a greater than 50% ownership change as determined under the regulations.
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards
$ 20,600,000
Great Britain [Member]
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent
19.00%
19.25%
UNITED KINGDOM | Domestic Tax Authority
[Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards
$ 79,200,000
UNITED STATES
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration
5,200,000
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration
$ 7,200,000
SWITZERLAND
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards Expiration Year 7 years
Segment Information (Details) - USD ($)
Dec. 31, 2018 Dec. 31, 2017
Segment Reporting Information [Line Items]
Total
$ 20,425 $ 55,898
UNITED STATES
Segment Reporting Information [Line Items]
Total
5,735
22,103
UNITED KINGDOM
Segment Reporting Information [Line Items]
Total
$ 14,690 $ 33,795
Subsequent Events (Details Textual) - USD ($)
1 Months Ended
12 Months Ended
Mar. 29, 2019 Sep. 26, 2018 Oct. 20, 2017 Dec. 31, 2018 Dec. 31, 2017
Subsequent Event [Line Items]
Sale of Stock, Price |
1 | 173172373_0 | 173172373 | CORPORACION AMERICA AIRPORTS S.A.
Form 20-F
Filed on 24-Apr-2019 Period 31-Dec-2018 Accession number: 0001144204-19-020967
Included Items
1. 20-F: FORM 20-F 2. EX-4.1: EXHIBIT 4.1 3. EX-4.2: EXHIBIT 4.2 4. EX-4.3: EXHIBIT 4.3 5. EX-4.4: EXHIBIT 4.4 6. EX-4.5: EXHIBIT 4.5 7. EX-4.6: EXHIBIT 4.6 8. EX-4.7: EXHIBIT 4.7 9. EX-4.8: EXHIBIT 4.8 10. EX-8.1: EXHIBIT 8.1 11. EX-12.1: EXHIBIT 12.1 12. EX-12.2: EXHIBIT 12.2 13. EX-13.1: EXHIBIT 13.1 14. EX-13.2: EXHIBIT 13.2 15. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934 OR
x 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 For the transition period from __________ to ___________
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report ______________
Commission file number 001-38354
CORPORACIÓN AMÉRICA AIRPORTS S.A.
(Exact name of Registrant as specified in its charter)
Grand Duchy of Luxembourg (Jur |
1 | 173172373_1 | 173172373 | .2 15. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934 OR
x 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 For the transition period from __________ to ___________
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report ______________
Commission file number 001-38354
CORPORACIÓN AMÉRICA AIRPORTS S.A.
(Exact name of Registrant as specified in its charter)
Grand Duchy of Luxembourg (Jurisdiction of incorporation or organization)
Raúl Guillermo Francos, Chief Financial Officer Tel:+35226258274
4, rue de la Grève, L-1643, Luxembourg, Grand Duchy of Luxembourg (Name, Telephone, E-mail and or Facsimile number and Address Company Contact Person)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Common Shares, U.S.$1.00 nominal value per share
Name of each exchange in which registered New York Stock Exchange
Securities 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:
160,022,262 Common Shares, 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 x No
If this report is an annual or transition report, |
1 | 173172373_2 | 173172373 | isdiction of incorporation or organization)
Raúl Guillermo Francos, Chief Financial Officer Tel:+35226258274
4, rue de la Grève, L-1643, Luxembourg, Grand Duchy of Luxembourg (Name, Telephone, E-mail and or Facsimile number and Address Company Contact Person)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Common Shares, U.S.$1.00 nominal value per share
Name of each exchange in which registered New York Stock Exchange
Securities 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:
160,022,262 Common Shares, 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 x No
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 x No
Note -- Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
x 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).
x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated fil |
1 | 173172373_3 | 173172373 | 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 x No
Note -- Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
x 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).
x Yes ¨ No
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 ¨
Accelerated filer ¨
Non-accelerated filer x
Emerging growth company ¨
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. GAAP ¨
International Financial Reporting Standards as issued
by the International Accounting Standards Board x
Other ¨
If |
1 | 173172373_b0 | 173172373 | 0.06)
Income attributable to equity holders of the Group
$ 7,125 $ 63,491 $ 33,759
Weighted average number of shares (thousands)
158,848 148,118 148,118
Basic income per share of continuing and discontinued operations
$ 0.04
$ 0.43
$ 0.23
Earnings per share (Detail Textuals) - $ / shares
1 Months Ended Jan. 19, 2018 Dec. 31, 2018 Feb. 02, 2018 Dec. 31, 2016
Earnings per share [line items]
Number of shares outstanding
1,500,000,000
Nominal value of each common share
$ 1
$ 1
Initial Public Offering
Earnings per share [line items]
Number of shares outstanding
148,117,500
Reverse stock split ratio
1-to-10.12709504
Nominal value of each common share
$ 1
Common shares offering under Initial Public Offering
11,904,762
Subsequent events (Detail Textuals) - USD ($) $ in Thousands
1 Months Ended
3 Months Ended
Mar. 28, 2019
Jan. 22, Apr. 10, Jan. 31, 2019 2019 2019
High credit quality US treasury bills investment
Disclosure of non-adjusting events after reporting period [line items]
Short-term investments
$ 23,900
Concession agreement with Uruguayan Government
Disclosure of non-adjusting events after reporting period [line items]
Concession agreement term
14-year period from 2019 to 2033
Loan taken from Banco Macro bank
Disclosure of non-adjusting events after reporting period [line items]
Loan amount
$ 3,500
Aeropuertos Andinos del Peru S.A. loan | Aeropuertos Andinos del Peru S.A. | Volcomcapital Deuda Peru II Fondo de Inversion
Disclosure of non-adjusting events after reporting period [line items]
Loan amount
$ 10,500
Irrevocable first demand guarantee letter
$ 5,250
|
1 | 173172373_b1 | 173172373 | cash provided by investing activities
0
0
500
Net cash used in discontinued investing activities
$ 0
$ 0
$ (8,093)
Earnings per share (Details) USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Basic earnings per share [abstract]
Income/ (loss) attributable to equity holders of the Group
$ 7,125 $ 63,491 $ 43,236
Weighted average number of ordinary shares (thousands)
158,848 148,118 148,118
Basic income/(loss) per share of continuing operations
$ 0.04
$ 0.43
$ 0.29
Loss of discontinued operations attributable to equity holders of the Group $ 0
$ 0
$ (9,477)
Weighted average number of shares (thousands)
158,848 148,118 148,118
Basic (loss)/ income per share of discontinued operations
$ 0
$ 0
$ (0.06)
Income attributable to equity holders of the Group
$ 7,125 $ 63,491 $ 33,759
Weighted average number of shares (thousands)
158,848 148,118 148,118
Basic income per share of continuing and discontinued operations
$ 0.04
$ 0.43
$ 0.23
Earnings per share (Detail Textuals) - $ / shares
1 Months Ended Jan. 19, 2018 Dec. 31, 2018 Feb. 02, 2018 Dec. 31, 2016
Earnings per share [line items]
Number of shares outstanding
1,500,000,000
Nominal value of each common share
$ 1
$ 1
Initial Public Offering
Earnings per share [line items]
Number of shares outstanding
148,117,500
Reverse stock split ratio
1-to-10.12709504
Nominal value of each common share
$ 1
Common shares offering under Initial Public Offering
11,904,762
Subsequent events (Det |
1 | 173181237_0 | 173181237 | Biofrontera AG
Form 20-F
Filed on 29-Apr-2019 Period 31-Dec-2018 Accession number: 0001493152-19-006059
Included Items
1. 20-F 2. EX-1.1 3. EX-2.3B 4. EX-4.13 5. EX-4.14 6. EX-4.15 7. EX-4.16 8. EX-4.17 9. EX-4.18 10. EX-4.19 11. EX-8.1 12. EX-12.1 13. EX-12.2 14. EX-13.1 15. EX-13.2 16. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One) [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THESECURITIES EXCHANGEACT OF 1934
OR [X] 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 OR
[ ] SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission file number 001-38396
BIOFRONTERA AG
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
Germany (Jurisdiction of incorporation or organization)
Hemmelrather Weg 201 D-51377 Leverkusen Germany Telephone: 011 49 214 876 00 (Address of principal executive office)
Thomas Schaffer Chief Financial Officer
Biofrontera AG Hemmelrather Weg 201 51377 Leverkusen, Germany Tel: +49 (0)214 873 3200, Fax: +49 (0)214 8763290 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to |
1 | 173181237_1 | 173181237 | 1934
For the fiscal year ended December 31, 2018 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 OR
[ ] SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission file number 001-38396
BIOFRONTERA AG
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
Germany (Jurisdiction of incorporation or organization)
Hemmelrather Weg 201 D-51377 Leverkusen Germany Telephone: 011 49 214 876 00 (Address of principal executive office)
Thomas Schaffer Chief Financial Officer
Biofrontera AG Hemmelrather Weg 201 51377 Leverkusen, Germany Tel: +49 (0)214 873 3200, Fax: +49 (0)214 8763290 (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 Depositary Shares, each representing two ordinary shares, nominal value 1.00 per share Ordinary shares, nominal value 1.00 per share*
Name of each exchange on which registered The NASDAQ Capital Market
The NASDAQ Capital Market
* 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 the number of outstanding shares of each of the issuer's class of capital or common stock as of the close of the period
Covered by the annual report. Ordinary shares, nominal value 1.00 per share: 44,632,674 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 [ ] No [X]
If this report is an annual or transition report, indicate by check mark, if the registrant is not |
1 | 173181237_2 | 173181237 | be registered pursuant to Section 12(b) of the Act.
Title of each class
American Depositary Shares, each representing two ordinary shares, nominal value 1.00 per share Ordinary shares, nominal value 1.00 per share*
Name of each exchange on which registered The NASDAQ Capital Market
The NASDAQ Capital Market
* 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 the number of outstanding shares of each of the issuer's class of capital or common stock as of the close of the period
Covered by the annual report. Ordinary shares, nominal value 1.00 per share: 44,632,674 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 [ ] 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 [ ] 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 Securities Exchange Act of 1934 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 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" |
1 | 173181237_3 | 173181237 | required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 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 Securities Exchange Act of 1934 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 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] 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 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. GAAP [ ]
International Financial Reporting Standards as issued by the International Accounting Standards Board [X]
Other [ ]
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 [ ] Item 18 [ ]
If this is an annual report, indicate by |
1 | 173181237_b0 | 173181237 | (22)
Other assurance services
85
Auditor's fees and services 665
360
189
Events After the Reporting Date (Details Narrative) / shares in Units, $ / shares in Units, in Thousands, $ in
Thousands
Apr. 15, 2019 shares
Apr. 01, 2019
/ shares shares
Mar. 25, 2019 USD ($) $ / shares
Feb. Dec. Mar. 04, 31, 20, 2019 2018 2019 EUR /
() shares
Statement Line Items [Line
Items]
Initial purchase price
1.00
Non-Adjusting Events After Reporting Period [member] | Cutanea Life Sciences, Inc., [Member]
Statement Line Items [Line
Items]
Initial purchase price | $ / shares
$ 1.00
Financing for restructured business activities | $
$ 7,300
Financing for restructured business activities, description
A purchase price equal to the start-up costs actually incurred must be paid to Maruho by 2023. The profits from the sale of Cutanea products will be shared initially at 75% to Maruho and 25% to Biofrontera until the start-up costs are repaid and then subsequently equally between Maruho and Biofrontera until 2030.
Non-Adjusting Events After
Reporting Period [member] |
Maruho Co., Ltd. [Member]
Statement Line Items [Line Items]
Initial purchase price
6.60
Percentage for subsidiary company
100.00%
Number of shares acquired | shares
4,322,530 4,322,530
Non-Adjusting Events After Reporting Period [member] | EIB Loan [Member]
Statement Line Items [Line
Items]
Withdrawal loan amount |
5,000
Non-Adjusting Events After Reporting Period [member] | Top of Range [Member]
Statement Line Items [Line
Items]
Percentage for primary endpoint of trail demonstrate
86.00%
Non-Adjusting Events After Reporting Period [member] | Bottom of Range [Member]
Statement Line Items [Line
Items]
Percentage for primary endpoint of trail demonstrate
33.00%
|
1 | 173181237_b1 | 173181237 |
Compensation paid
15
15
Supervisory Board Members [Member]
MembersofManagementBoardLineItems [Line Items]
Compensation paid
112
110
Related Party Disclosures (Details Narrative) - EUR ()
in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017
Statement Line Items [Line Items]
Development partnership generated revenue 129
1,423
Maruho [Member]
Statement Line Items [Line Items]
Receivables due fromrelated parties 0
124
Benchmark Company, LLC [Member]
Statement Line Items [Line Items]
Received underwriting discounts
257
Non-accountable expense allowance 102
Auditor's Fees and Services -
12 Months Ended
Schedule of Auditor's Fees
and Services (Details) - EUR
()
Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
in Thousands
Auditors Fees And Services
Auditing services
580
360
239
[of which for the previous year] (221)
(22)
(22)
Other assurance services
85
Auditor's fees and services 665
360
189
Events After the Reporting Date (Details Narrative) / shares in Units, $ / shares in Units, in Thousands, $ in
Thousands
Apr. 15, 2019 shares
Apr. 01, 2019
/ shares shares
Mar. 25, 2019 USD ($) $ / shares
Feb. Dec. Mar. 04, 31, 20, 2019 2018 2019 EUR /
() shares
Statement Line Items [Line
Items]
Initial purchase price
1.00
Non-Adjusting Events After Reporting Period [member] | Cutanea Life Sciences, Inc., [Member]
Statement Line Items [Line
Items]
Initial purchase price | $ / shares
$ 1.00
Financing for restructured business activities | $
$ 7,300
Financing for restructured business activities, description
A purchase price equal to the start-up costs actually incurred must be paid to Maruho by 2023. The profits from the sale of Cutanea products will be shared initially at 75% to Mar |
1 | 173182576_0 | 173182576 | Ferroglobe PLC
Form 20-F
Filed on 29-Apr-2019 Period 31-Dec-2018 Accession number: 0001558370-19-003482
Included Items
1. 20-F 2. EX-4.13 3. EX-4.5 4. EX-8.1 5. EX-12.1 6. EX-12.2 7. EX-13.1 8. EX-15.1 9. EX-16.1 10. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20 F
(Mark REGISTRATION STATEMENTPURSUANTTO SECTION 12(b) or (g) OF THESECURITIES EXCHANGEACTOF 1934 One)
OR
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
OR SHELL COMPANY REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
Date of event requiring this shell companyreport
For the transitionperiodfrom
to
Commissionfile number: 001 37668
Ferroglobe PLC
(Exact name of Registrant as specifiedinits charter)
England and Wales (Jurisdiction ofincorporation or organization)
2ndFloor West Wing, Lansdowne House, 57 BerkeleySquare London W1J 6ER, United Kingdom +44 (0)203 129 2420 (Address ofprincipal executive offices)
PhillipMurnane Chief Financial Officer andPrincipal Accounting Officer 2ndFloor West Wing, Lansdowne House, 57 BerkeleySquare London W1J 6ER, United Kingdom +44 (0)203 129 2420
(Name, Telephone, E-mail and/or Facsimile number and Address ofCompany Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title ofeach class Ordinary |
1 | 173182576_1 | 173182576 | URITIES EXCHANGEACTOF 1934
OR SHELL COMPANY REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
Date of event requiring this shell companyreport
For the transitionperiodfrom
to
Commissionfile number: 001 37668
Ferroglobe PLC
(Exact name of Registrant as specifiedinits charter)
England and Wales (Jurisdiction ofincorporation or organization)
2ndFloor West Wing, Lansdowne House, 57 BerkeleySquare London W1J 6ER, United Kingdom +44 (0)203 129 2420 (Address ofprincipal executive offices)
PhillipMurnane Chief Financial Officer andPrincipal Accounting Officer 2ndFloor West Wing, Lansdowne House, 57 BerkeleySquare London W1J 6ER, United Kingdom +44 (0)203 129 2420
(Name, Telephone, E-mail and/or Facsimile number and Address ofCompany Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title ofeach class OrdinaryShares (nominal value of $0.01)
Name ofeach exchange on which registered NASDAQ Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for whichthere is a reporting obligationpursuant to Section15(d) of the Act. None
Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report. OrdinaryShares (nominal value of $0.01)
169,122,682
Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934. Yes No
Note--Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934 fromtheir obligations under those Sections.
Indicate by |
1 | 173182576_2 | 173182576 | Shares (nominal value of $0.01)
Name ofeach exchange on which registered NASDAQ Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for whichthere is a reporting obligationpursuant to Section15(d) of the Act. None
Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report. OrdinaryShares (nominal value of $0.01)
169,122,682
Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934. Yes No
Note--Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934 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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, ifany, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 232.405 ofthis 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 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 ofthe Exchange Act:
Large accelerated filer Emerging growth company
Accelerated filer
Non-accelerated filer
|
1 | 173182576_3 | 173182576 | check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, ifany, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 232.405 ofthis 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 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 ofthe Exchange Act:
Large accelerated filer Emerging growth company
Accelerated filer
Non-accelerated filer
Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe 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) ofthe 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 ofaccounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued
Other
by the International Accounting Standards Board
If" Other" has been checked in response to the previous question, indicate by check mark which financial statement itemthe registrant has elected to follow.
Item17 Item18
Ifthis is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 ofthe Exchange Act). Yes No
TABLEOF CONTENTS
CAUTIONARYSTATEMENTS REGARDINGFORWARD-LOOKINGSTATEMENT |
1 | 173182576_b0 | 173182576 |
Cross currency swap | Level 2 of fair value hierarchy [member] | At fair value [member]
Other financial liabilities
Other financial liabilities - derivatives
(20,384) (33,648)
Interest rate swap contract [member] | At fair value [member]
Other financial liabilities
Other financial liabilities - derivatives
(3,079) (4,392)
Interest rate swap contract [member] | Level 2 of fair value hierarchy [member] | At fair value [member]
Other financial liabilities
Other financial liabilities - derivatives
(3,079) $ (4,392)
Debt investments | At fair value [member]
Other financial assets
Other
67,079
Debt investments | Level 3 of fair value hierarchy [member] | At fair value [member]
Other financial assets
Other
67,079
Equity securities | At fair value [member] Other financial assets Other Equity securities | Level 1 of fair value hierarchy [member] | At fair value [member] Other financial assets Other
2,523 $ 2,523
Non-current assets held for sale - (Details) $ in Thousands
Held for sale Current liabilities Adjustment to the carrying amount of its assets equivalent to the depreciation that would have been charged if the business had not been classified as held for sale
12 Months Ended
Dec. 31, 2017 USD ($)
$ 2,608
Events after the reporting period (Detail) - USD ($)
$ in Thousands
Amended Revolving Credit Facility Minimum cash liquidity Cash consideration Senior Notes due 2022 Amended Revolving Credit Facility Notional amount Senior Notes due 2022 issued by Ferroglobe PLC Amended Revolving Credit Facility Notional amount Senior Notes due 2022 issued by Globe Specialty Metals, Inc Amended Revolving Credit Facility Notional amount Senior Notes due 2022 issued by Globe Specialty Metals, Inc | Amended revolving credit facility Amended Revolving Credit Facility Notional amount
12 Months Ended
Dec. 31, 2018
Feb. 22, 2019
$ 150 $ 12,734
$ 350,000
$ 250,000
Dec. 31, Feb. 15,
2017
2017
$ 350,000 $ 350,000 150,000 200,000 $ 200,000
|
1 | 173182576_b1 | 173182576 | assets
Biological assets
$ 7,790 27,279
Other financial assets
Other
82,638
Other liabilities
Contingent consideration in a business combinations
(26,222)
Level 3 of fair value hierarchy [member] | At fair value [member]
Other assets
Biological assets
7,790
27,279
Other financial assets
Other
82,638
Other liabilities
Contingent consideration in a business combinations
(26,222)
Assets and liabilities measured at fair value
Beginning of period
27,279
17,365
Gain/Loss recognised in profit or loos
(7,615) 7,504
Disposals of biological assets
(12,168)
Translation differences and other
294
2,410
End of period
7,790
27,279
$ 17,365
Cross currency swap | At fair value [member]
Other financial liabilities
Other financial liabilities - derivatives
(20,384) (33,648)
Cross currency swap | Level 2 of fair value hierarchy [member] | At fair value [member]
Other financial liabilities
Other financial liabilities - derivatives
(20,384) (33,648)
Interest rate swap contract [member] | At fair value [member]
Other financial liabilities
Other financial liabilities - derivatives
(3,079) (4,392)
Interest rate swap contract [member] | Level 2 of fair value hierarchy [member] | At fair value [member]
Other financial liabilities
Other financial liabilities - derivatives
(3,079) $ (4,392)
Debt investments | At fair value [member]
Other financial assets
Other
67,079
Debt investments | Level 3 of fair value hierarchy [member] | At fair value [member]
Other financial assets
Other
67,079
Equity securities | At fair value [member] Other financial assets Other Equity securities | Level 1 of fair value hierarchy [member] | At fair value [member] Other financial assets Other
2,523 $ 2,523
Non-current assets |
1 | 173183192_0 | 173183192 | Adecoagro S.A.
Form 20-F
Filed on 29-Apr-2019 Period 31-Dec-2018 Accession number: 0001628280-19-004963
Included Items
1. 20-F 2. EX-8.1: EXHIBIT 8.1 3. EX-12.1: EXHIBIT 12.1 4. EX-12.2: EXHIBIT 12.2 5. EX-13.1: EXHIBIT 13.1 6. EX-13.2: EXHIBIT 13.2 7. EX-15.1: EXHIBIT 15.1 8. EX-15.2: EXHIBIT 15.2 9. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington, D.C. 20549 Form 20-F
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 FOR THEFISCAL YEAR ENDED ON DECEMBER 31, þ 2018
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
FOR THETRANSITION PERIOD FROM
TO ________________
OR
¨ SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
COMMISSION FILENUMBER: 001-35052 Adecoagro S.A.
(Exact name of Registrant as specified in its charter) N/A
(Translation of Registrant's name into English) Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization) Vertigo Naos Building, 6, Rue Eugène Ruppert,
L - 2453 Luxembourg Tel: +352.2644.9372 (Address of principal executive offices)
Aurelien Corrion Vertigo Naos Building, 6, Rue Eugène Ruppert,
L - 2453 Luxembourg Email: aurel |
1 | 173183192_1 | 173183192 | ANGEACT OF 1934 FOR THEFISCAL YEAR ENDED ON DECEMBER 31, þ 2018
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
FOR THETRANSITION PERIOD FROM
TO ________________
OR
¨ SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
COMMISSION FILENUMBER: 001-35052 Adecoagro S.A.
(Exact name of Registrant as specified in its charter) N/A
(Translation of Registrant's name into English) Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization) Vertigo Naos Building, 6, Rue Eugène Ruppert,
L - 2453 Luxembourg Tel: +352.2644.9372 (Address of principal executive offices)
Aurelien Corrion Vertigo Naos Building, 6, Rue Eugène Ruppert,
L - 2453 Luxembourg Email: aurelien.corrion@intertrustgroup.com
Tel: +352.26449.167 (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
Name of Each Exchange on Which Registered
Common Shares
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
The number of outstanding shares of each of the issuer's classes of capital stock as of December 31, 2018:
116,555,699 Common Shares, par value $1.50 per share 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 ¨ 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 ¨ No þ Indicate by check mark |
1 | 173183192_2 | 173183192 | ien.corrion@intertrustgroup.com
Tel: +352.26449.167 (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
Name of Each Exchange on Which Registered
Common Shares
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
The number of outstanding shares of each of the issuer's classes of capital stock as of December 31, 2018:
116,555,699 Common Shares, par value $1.50 per share 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 ¨ 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 ¨ 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 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 ¨
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 "large accelerated filer," accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨
Accelerated filer þ
Non-accelerated filer ¨ Emerging |
1 | 173183192_3 | 173183192 | 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 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 ¨
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 "large accelerated filer," accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨
Accelerated filer þ
Non-accelerated filer ¨ Emerging growth company ¨
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. ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board þ Other ¨
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 ¨ Item 18 ¨ 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 ¨ No þ
TABLEOF CONTENTS
FORWARD-LOOKING STATEMENTS
iv
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
v
PART I
1
Item 1.
Identity of Directors, Senior Management and Advis |
1 | 173183192_b0 | 173183192 | periods have been recast to reflect the Company's change in accounting policy for Investment properties as described in Note 33. [2] Prior periods have been recast to reflect the Company's change in accounting policy for Investment properties as described in Note 33. [3] Prior periods have been recast to reflect the Company's change in accounting policy for Investment properties as described in Note 33.
Events occurring after the reporting period (Details)
$ in Thousands, R$ in Millions
Disclosure of non-adjusting events after reporting period [line items] Gain from disposal Acquisitions Disclosure of non-adjusting events after reporting period [line items] Number of Plants | plant Acquisitions | Las Tres Niñas and Angelita [Member] Disclosure of non-adjusting events after reporting period [line items] Total consideration paid (received) Girasoles del Plata S.A. | Acquisitions Disclosure of non-adjusting events after reporting period [line items] Proportion of ownership interest in subsidiary Mani del Plata S.A. | Acquisitions Disclosure of non-adjusting events after reporting period [line items] Proportion of ownership interest in subsidiary Total consideration paid (received) Number of payment installments | installment Negocios Imobiliarios Ltda. | Alto Alegre Farm | Disposal of subsidiary Disclosure of non-adjusting events after reporting period [line items] Total consideration paid (received) Cash collected from sale of wholly owned subsidiary Gain from disposal CHS AGRO S.A. Disclosure of non-adjusting events after reporting period [line items] Proportion of ownership interest in joint venture
1 Months Ended
Feb. 28, Jan. 31, Jan. 31,
2019
2019
2019
USD ($) USD ($) BRL (R$)
plant installment installment
12 Months Ended
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
$ 36,227 $ 0
$ 0
2
$ 47,000
100.00% 100.00%
100.00% $ 10,000 3
100.00% 3
$ (16,600) R$ (62.5)
800
R$ 2.9
$ 9,000
50.00% 50.00% 50.00%
|
1 | 173183192_b1 | 173183192 |
$ 3,739
Basic earnings / (loss) per share (in dollars per share)
$ 0.083
$ 0.017
Diluted earnings / (loss) per share from operations (in dollars per share)
$ 0.082
$ 0.017
Increase/ (Decrease)
Disclosure of effect of overlay approach reclassification on profit or loss [line items]
Other operating income, net
$ 4,302
$ 14,049
(Loss) / Profit before income tax
4,302
14,049
Income tax benefit / (expense)
(1,076)
(3,512)
(Loss) / Profit for the year
$ 3,226
$ 10,537
Basic earnings / (loss) per share (in dollars per share)
$ 0.026
$ 0.078
Diluted earnings / (loss) per share from operations (in dollars per share)
$ 0.026
$ 0.077
[1] Prior periods have been recast to reflect the Company's change in accounting policy for Investment properties as described in Note 33. [2] Prior periods have been recast to reflect the Company's change in accounting policy for Investment properties as described in Note 33. [3] Prior periods have been recast to reflect the Company's change in accounting policy for Investment properties as described in Note 33.
Events occurring after the reporting period (Details)
$ in Thousands, R$ in Millions
Disclosure of non-adjusting events after reporting period [line items] Gain from disposal Acquisitions Disclosure of non-adjusting events after reporting period [line items] Number of Plants | plant Acquisitions | Las Tres Niñas and Angelita [Member] Disclosure of non-adjusting events after reporting period [line items] Total consideration paid (received) Girasoles del Plata S.A. | Acquisitions Disclosure of non-adjusting events after reporting period [line items] Proportion of ownership interest in subsidiary Mani del Plata S.A. | Acquisitions Disclosure of non-adjusting events after reporting period [line items] Proportion of ownership interest in subsidiary Total consideration paid (received) Number of payment installments | installment Negocios Im |
1 | 173183193_0 | 173183193 | Spark Networks SE
Form 20-F
Filed on 29-Apr-2019 Period 31-Dec-2018 Accession number: 0001628280-19-004964
Included Items
1. 20-F: FORM 20-F 2. EX-4.12: EXHIBIT 4.12 3. EX-4.13: EXHIBIT 4.13 4. EX-4.14: EXHIBIT 4.14 5. EX-4.15: EXHIBIT 4.15 6. EX-4.16: EXHIBIT 4.16 7. EX-4.17: EXHIBIT 4.17 8. EX-4.18: EXHIBIT 4.18 9. EX-4.19: EXHIBIT 4.19 10. EX-12.1: EXHIBIT 12.1 11. EX-12.2: EXHIBIT 12.2 12. EX-13.1: EXHIBIT 13.1 13. EX-13.2: EXHIBIT 13.2 14. EX-15.1: EXHIBIT 15.1 15. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT o OF 1934
OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2018
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
for the transition period from
to
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF o 1934
Date of event requiring this shell company report
Commission file number: 001-38252
Spark Networks SE
(Exact name of Registrant as specified in its charter)
Not Applicable (Translation of Registrant's name into English)
Germany (Jurisdiction of incorporation)
|
1 | 173183193_1 | 173183193 | render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT o OF 1934
OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2018
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
for the transition period from
to
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF o 1934
Date of event requiring this shell company report
Commission file number: 001-38252
Spark Networks SE
(Exact name of Registrant as specified in its charter)
Not Applicable (Translation of Registrant's name into English)
Germany (Jurisdiction of incorporation)
Kohlfurter Straße 41/43 Berlin 10999 Germany
(Address of principal executive offices)
Robert W. O'Hare, Tel: (+49) 30 868 000 102 Kohlfurter Straße 41/43 Berlin 10999 Germany (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 Depositary Shares each representing one-tenth of an ordinary share
Ordinary shares, 1.00 nominal value per share*
Name of each exchange on which registered New York Stock Exchange New York Stock Exchange
* Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act
None (Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital stock |
1 | 173183193_2 | 173183193 | Kohlfurter Straße 41/43 Berlin 10999 Germany
(Address of principal executive offices)
Robert W. O'Hare, Tel: (+49) 30 868 000 102 Kohlfurter Straße 41/43 Berlin 10999 Germany (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 Depositary Shares each representing one-tenth of an ordinary share
Ordinary shares, 1.00 nominal value per share*
Name of each exchange on which registered New York Stock Exchange New York Stock Exchange
* Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act
None (Title of Class)
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. 1,298,797
ordinary shares.
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 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 x No o
Indicate by check mark whether the registrant is a large accelerated filer |
1 | 173183193_3 | 173183193 | or common stock as of the close of business covered by the annual report. 1,298,797
ordinary shares.
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 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 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. o
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 o
International Financial Reporting Standards as issued by the International Accounting Standards Board x
Other o
If "Other" has been checked in response to the previous question indicate by check mark which financial statement item the registrant has |
1 | 173183193_b0 | 173183193 |
Affinitas GmbH | Affinitas and rocket internet se agreement
Disclosure of transactions between related parties [line items]
Number of agreements | Agreement
2
Professional fees for the services rendered
25
36 22
Professional fees payable Affinitas Phantom Share GmbH Disclosure of transactions between related parties [line items] Payments of other equity instruments Affinitas Phantom Share GmbH | eH Shareholder Loan Disclosure of transactions between related parties [line items] Cash advances and loans made to related parties Percentage of share held by Rocket Internet SE Rocket Khalil Disclosure of transactions between related parties [line items] Payments of other equity instruments David Khalil Disclosure of transactions between related parties [line items] Payments of other equity instruments Entities with joint control or significant influence over entity Disclosure of transactions between related parties [line items] Percentage of share held by Rocket Internet SE Stakeholders and officers of affinitas | Loan agreement Disclosure of transactions between related parties [line items] Amount of loan Interest incurred on loan MLLNNL LLC Disclosure of transactions between related parties [line items] Professional fees for the services rendered Union Square Media Group, LLC Disclosure of transactions between related parties [line items] Professional fees for the services rendered Professional fees payable Peak6 | Management services agreement peak6 Disclosure of transactions between related parties [line items] Consideration for the termination of agreement Attorneys from city of santa monica and offices of district attorney Disclosure of transactions between related parties [line items] Payments for legal proceeding Legal proceedings provision
0
5
1,641
213 14.00% 14.00%
1,377 25
25.00%
0
5,850
127
508
130
313
50
739 223
2,000
$ 2,400
67 $ 76
502
$
Attorneys from city of santa monica and offices of district attorney | Legal proceedings contingent liability
Disclosure of transactions between related parties [line items] Civil penalties, restitution to consumers, investigative costs and legal fees Upmarket and spark networks israel Ltd Disclosure of transactions between related parties [line items] Legal proceedings provision
Non executive directors | Affinitas GmbH Disclosure of transactions between related parties [line items] Amount transfer and repaid by executives
$ 1,300 1,600
575
300
1.1
25
|
1 | 173183193_b1 | 173183193 | related parties [line items]
Professional fees for the services
$
rendered | $
1,500
Term of agreement
5
years
Quarterly amount of management fee | $
$ 375
Zoosk
Disclosure of transactions between related parties [line items]
Number of share issued | shares
12,980,000
Share issue related cost | $
$ 150,000
Share issued price per share | shares
11.53
Percentage of voting equity interests acquired
100.00%
Investments accounted for using equity method | $
$ 255,000
Consideration paid (received) | $
95,000
Other cash payments to acquire equity or debt instruments of other entities, classified as investing activities | $
$ 10,000
Secured Debt | Zoosk
Disclosure of transactions between related parties [line items]
Credit facility | $
$ 120,000
Affinitas GmbH
Disclosure of transactions between related parties [line items]
Payments of other equity instruments
5,730
Affinitas GmbH | Affinitas and rocket internet se agreement
Disclosure of transactions between related parties [line items]
Number of agreements | Agreement
2
Professional fees for the services rendered
25
36 22
Professional fees payable Affinitas Phantom Share GmbH Disclosure of transactions between related parties [line items] Payments of other equity instruments Affinitas Phantom Share GmbH | eH Shareholder Loan Disclosure of transactions between related parties [line items] Cash advances and loans made to related parties Percentage of share held by Rocket Internet SE Rocket Khalil Disclosure of transactions between related parties [line items] Payments of other equity instruments David Khalil Disclosure of transactions between related parties [line items] Payments of other equity instruments Entities with joint control or significant influence over entity Disclosure of transactions between related parties [line items] Percentage of share held by Rocket Internet SE Stakeholders and officers of affinitas | Loan agreement Disclosure of transactions between related parties [line items] Amount of loan Interest incurred on loan MLLNNL LLC Disclosure of transactions between related parties [line items] Professional fees for the services rendered Union Square Media Group, LLC Disclosure of transactions between related parties [line items] Professional fees for |
1 | 173187212_0 | 173187212 | Euronav NV
Form 20-F
Filed on 30-Apr-2019 Period 31-Dec-2018 Accession number: 0001604481-19-000006
Included Items
1. 20-F 2. EX-1.1: EXHIBIT 1.1 3. EX-4.3: EXHIBIT 4.3 4. EX-4.4: EXHIBIT 4.4 5. EX-4.11: EXHIBIT 4.11 6. EX-4.13: EXHIBIT 4.13 7. EX-4.14: EXHIBIT 4.14 8. EX-4.15: EXHIBIT 4.15 9. EX-4.16: EXHIBIT 4.16 10. EX-4.18: EXHIBIT 4.18 11. EX-4.19: EXHIBIT 4.19 12. EX-4.20: EXHIBIT 4.20 13. EX-4.33: EXHIBIT 4.33 14. EX-4.34: EXHIBIT 4.34 15. EX-8.1: EXHIBIT 8.1 16. EX-11.1: EXHIBIT 11.1 17. EX-12.1: EXHIBIT 12.1 18. EX-12.2: EXHIBIT 12.2 19. EX-13.1: EXHIBIT 13.1 20. EX-13.2: EXHIBIT 13.2 21. EX-15.1: EXHIBIT 15.1 22. EX-15.2: EXHIBIT 15.2 23. EX-15.3: EXHIBIT 15.3 24. EX-15.4: EXHIBIT 15.4 25. EX-15.5: EXHIBIT 15.5 26. XBRL (render)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
(Mark One)
Washington, D.C. 20549 FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
1 | 173187212_1 | 173187212 | IT 8.1 16. EX-11.1: EXHIBIT 11.1 17. EX-12.1: EXHIBIT 12.1 18. EX-12.2: EXHIBIT 12.2 19. EX-13.1: EXHIBIT 13.1 20. EX-13.2: EXHIBIT 13.2 21. EX-15.1: EXHIBIT 15.1 22. EX-15.2: EXHIBIT 15.2 23. EX-15.3: EXHIBIT 15.3 24. EX-15.4: EXHIBIT 15.4 25. EX-15.5: EXHIBIT 15.5 26. XBRL (render)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
(Mark One)
Washington, D.C. 20549 FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
[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 _________________ OR
[ ] 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 001-36810 EURONAV NV
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
Belgium (Jurisdiction of incorporation or organization)
De Gerlachekaai 20, 2000 Antwerpen, Belgium (Address of principal executive offices)
Hugo De Stoop, Tel: +32-3-247-4411, management@euronav.com, De Gerlachekaai 20, 2000 Antwerpen, Belgium
(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)
Securities |
1 | 173187212_2 | 173187212 | 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 _________________ OR
[ ] 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 001-36810 EURONAV NV
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
Belgium (Jurisdiction of incorporation or organization)
De Gerlachekaai 20, 2000 Antwerpen, Belgium (Address of principal executive offices)
Hugo De Stoop, Tel: +32-3-247-4411, management@euronav.com, De Gerlachekaai 20, 2000 Antwerpen, Belgium
(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)
Securities registered or to be registered pursuant to section 12(b) of the Act.
Title of each class Ordinary Shares, no par value,
CUSIP B38564108
Securities registered or to be registered pursuant to section 12(g) of the Act.
Name of each exchange on which registered NewYork Stock Exchange
NONE (Title of class)
* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
NONE (Title of class)
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. As of December 31, 2018, the issuer had 220,024,713 ordinary shares, no par value, outstanding. 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
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file |
1 | 173187212_3 | 173187212 | registered or to be registered pursuant to section 12(b) of the Act.
Title of each class Ordinary Shares, no par value,
CUSIP B38564108
Securities registered or to be registered pursuant to section 12(g) of the Act.
Name of each exchange on which registered NewYork Stock Exchange
NONE (Title of class)
* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
NONE (Title of class)
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. As of December 31, 2018, the issuer had 220,024,713 ordinary shares, no par value, outstanding. 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
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
No
X
Note Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 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 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or |
1 | 173187212_b0 | 173187212 | -adjusting events after reporting period [line items]
Vessel, mass | T
157,667
LR1 Genmar Compatriot | Other disposals of assets
Disclosure of non-adjusting events after reporting period [line items]
Sale price
$ 6,750
Gains on sale of vessel
$ 400
LR1 Genmar Compatriot | Vessels | Other disposals of assets
Disclosure of non-adjusting events after reporting period [line items]
Vessel, mass | T
72,768
Label Increase (Decrease) Due To Application Of IFRS 9 [Member] Equity Fiorano Shipholding Ltd [Member] Proportion of ownership interest in subsidiary
Treasury shares [member] Equity
Share premium [member] Equity Reserve of exchange differences on translation [member] Equity Retained earnings [member] Equity Retained earnings [member] | Increase (Decrease) Due To Application Of IFRS 9 [Member] Equity Retained earnings [member] | Increase (decrease) due to application of IFRS 15 [member] Equity Reserve of cash flow hedges [member] Equity Issued capital [member] Equity
Element
Value
ifrs-full_Equity
$ (16,000)
ifrsfull_ProportionOfOwnershipInterestInSubsidiary
50.00%
ifrs-full_Equity
$
[1]
(16,102,000)
ifrs-full_Equity
1,215,227,000 [1]
ifrs-full_Equity
568,000 [1]
ifrs-full_Equity
471,877,000 [1]
ifrs-full_Equity
(16,000)
ifrs-full_Equity ifrs-full_Equity ifrs-full_Equity
(1,729,000)
0
[1]
$ 173,046,000 [1]
[1] The Group has initially applied IFRS 15 and IFRS 9 at January 1, 2018. Under the transition methods chosen, comparative information is not restated but the opening balance of 2018 has been adjusted following the application of IFRS 15 on Revenue Recognition.
|
1 | 173187212_b1 | 173187212 | 1.0541 1.0541 1.2800 1.3517 1.2312 1.1838 1.3374 1.1249 1.2880 1.1061 1.3662
Subsequent events (Details) $ in Thousands
Feb. 11, 2019 USD ($) T
Oct. 31, 2018 USD ($) T
Mar.
19,
2019
Mar. 18, 2019 shares
Dec. 31, 2018 shares
Disclosure of non-adjusting events after reporting period [line items]
Treasury stock (in shares) | shares
1,237,901
Treasury shares as percent of shares outstanding
0.56%
Major ordinary share transactions
Disclosure of non-adjusting events after reporting period [line items]
Treasury stock (in shares) | shares
3,370,544
Treasury shares as percent of shares outstanding
1.53%
Felicity
Disclosure of non-adjusting events after reporting period [line items]
Sale price
$ 42,000
Felicity | Vessels
Disclosure of non-adjusting events after reporting period [line items]
Vessel, mass | T
157,667
LR1 Genmar Compatriot | Other disposals of assets
Disclosure of non-adjusting events after reporting period [line items]
Sale price
$ 6,750
Gains on sale of vessel
$ 400
LR1 Genmar Compatriot | Vessels | Other disposals of assets
Disclosure of non-adjusting events after reporting period [line items]
Vessel, mass | T
72,768
Label Increase (Decrease) Due To Application Of IFRS 9 [Member] Equity Fiorano Shipholding Ltd [Member] Proportion of ownership interest in subsidiary
Treasury shares [member] Equity
Share premium [member] Equity Reserve of exchange differences on translation [member] Equity Retained earnings [member] Equity Retained earnings [member] | Increase (Decrease) Due To Application Of IFRS 9 [Member] Equity Retained earnings [member] | Increase (decrease) due to application of IFRS 15 [member] Equity Reserve of cash flow hedges [member] Equity Issued capital [member |
1 | 173187322_0 | 173187322 | NATUZZI S P A
Form 20-F
Filed on 30-Apr-2019 Period 31-Dec-2018 Accession number: 0001193125-19-129401
Included Items
1. 20-F: FORM 20-F 2. EX-2.1 3. EX-4.10 4. EX-8.1 5. EX-12.1 6. EX-12.2 7. EX-13.1
Table of Contents
Natuzzi S.p.A
Annual Report on Form 20-F 2018
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 2018
Commission file number: 001-11854
NATUZZI S.p.A.
(Exact name of Registrant as specified in its charter)
Republic of Italy
(Jurisdiction of incorporation or organization)
Via Iazzitiello 47, 70029, Santeramo in Colle, Bari, Italy
(Address of principal executive offices)
Mr. Pietro Direnzo Tel.: +39 080 8820 812; pdirenzo@natuzzi.com; Via Iazzitiello 47, 70029 Santeramo in Colle, Bari, Italy
(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 Depositary Shares, each representing five Ordinary Shares Ordinary Shares, with a par value of 1.00 each*
Name of each exchange on which registered
NewYork Stock Exchange NewYork Stock Exchange*
*Not for trading, but only in connection with registration of 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 the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of |
1 | 173187322_1 | 173187322 | , 70029, Santeramo in Colle, Bari, Italy
(Address of principal executive offices)
Mr. Pietro Direnzo Tel.: +39 080 8820 812; pdirenzo@natuzzi.com; Via Iazzitiello 47, 70029 Santeramo in Colle, Bari, Italy
(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 Depositary Shares, each representing five Ordinary Shares Ordinary Shares, with a par value of 1.00 each*
Name of each exchange on which registered
NewYork Stock Exchange NewYork Stock Exchange*
*Not for trading, but only in connection with registration of 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 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:
As of December 31, 2018 54,853,045 Ordinary Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
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 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
|
1 | 173187322_2 | 173187322 | the period covered by the annual report:
As of December 31, 2018 54,853,045 Ordinary Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
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 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 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 Non-accelerated filer
Accelerated filer
Emerging growth company
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. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other |
1 | 173187322_3 | 173187322 |
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 Non-accelerated filer
Accelerated filer
Emerging growth company
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. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
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 Item 18
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 No
Table of Contents
TABLE OF CONTENTS Page
PART I
2
ITEM1. IDENTITYOF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
2
ITEM2. OFFER STATISTICS AND EXPECTED TIMETABLE
2
ITEM3. KEYINFORMATION
2
Selected Financial Data
2
Exchange Rates
4
Risk Factors
4
ITEM4. INFORMATION ON THECOMPANY
11
Introduction
11
Organizational Structure
13
Strategy
13
Manufacturing
16
Supply-Chain Management
20
Products
21
Innovation
22
Advertising
24
|
1 | 173187322_b0 | 173187322 | or is reasonably likely to materially affect, the company's internal control over financial reporting; and
5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
Date: April 30, 2019
/s/ Vittorio Notarpietro Name: Vittorio Notarpietro Title: Chief Financial Officer
Exhibit 13.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Natuzzi S.p.A. (the "Company"), does hereby certify, to such officer's knowledge, that:
The Annual Report on form 20-F for the year ended December 31, 2018 (the "Form 20-F") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: April 30, 2019
/s/ Pasquale Natuzzi Pasquale Natuzzi Chief Executive Officer
Dated: April 30, 2019
/s/ Vittorio Notarpietro Vittorio Notarpietro Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to Natuzzi S.p.A. and will be retained by Natuzzi S.p.A. and furnished to the Securities and Exchange Commission or its staff upon request.
|
1 | 173187322_b1 | 173187322 | (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
Date: April 30, 2019
/s/ Vittorio Notarpietro Name: Vittorio Notarpietro Title: Chief Financial Officer
Exhibit 13.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
1 | 173187461_0 | 173187461 | MATERIALISE NV
Form 20-F
Filed on 30-Apr-2019 Period 31-Dec-2018 Accession number: 0001193125-19-129416
Included Items
1. 20-F: FORM 20-F 2. EX-1.1 3. EX-8.1 4. EX-12.1 5. EX-12.2 6. EX-13.1 7. EX-13.2 8. EX-23.1 9. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
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
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-36515
MATERIALISE NV
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
Kingdom of Belgium
(Jurisdiction of incorporation or organization)
Technologielaan 15, 3001 Leuven, Belgium
(Address of principal executive offices)
Peter Leys, telephone +32 (16) 39 66 11, facsimile +32 (16) 39 66 00, Technologielaan 15, 3001 Leuven, Belgium
(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 Depositary Shares, each representing one Ordinary Share, no nominal value per share Ordinary Shares, no nominal value 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 |
1 | 173187461_1 | 173187461 | 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-36515
MATERIALISE NV
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
Kingdom of Belgium
(Jurisdiction of incorporation or organization)
Technologielaan 15, 3001 Leuven, Belgium
(Address of principal executive offices)
Peter Leys, telephone +32 (16) 39 66 11, facsimile +32 (16) 39 66 00, Technologielaan 15, 3001 Leuven, Belgium
(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 Depositary Shares, each representing one Ordinary Share, no nominal value per share Ordinary Shares, no nominal value 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 pursuant to the requirements of the Securities and Exchange Commission. 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.
The number of outstanding shares of each of the issuer's classes of capital or common stock as of December 31, 2018 was: 52,890,761 Ordinary Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
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 No
Note Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 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 |
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