label int64 1 1 | id stringlengths 10 12 | original_id stringlengths 8 9 | text stringlengths 347 29.5k |
|---|---|---|---|
1 | 173187461_2 | 173187461 | 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 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 definition 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 check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial |
1 | 173187461_3 | 173187461 | 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 definition 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 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
(APPLICABLE ONLYTO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURINGTHE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 |
1 | 173187461_b0 | 173187461 | ,000
300,000 0
Dilution percent found shares
0.00%
0.00%
0.00%
Transactions (Detail) - EUR ()
in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Non-executive directors of the group [member]
Disclosure of transactions between related parties [line items]
Sale of goods to
0
0
0
Purchases from
123
96
72
Interest expense
51
50
50
Receivables
0
0
0
Liabilities
1,038
965
972
Shareholders of the group [member]
Disclosure of transactions between related parties [line items]
Sale of goods to
0
0
0
Purchases from
123
172
117
Interest expense
10
11
16
Receivables
0
0
0
Liabilities
261
371
378
Joint ventures where entity is venturer [member]
Disclosure of transactions between related parties [line items]
Sale of goods to
1,156
714
527
Purchases from
241
23
0
Interest expense
0
0
0
Receivables
1,281
804
601
Liabilities
22
28
0
Transactions Narrative (Detail) - EUR () in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Disclosure of transactions between related parties [abstract]
Rent paid to Ailanthus (related party)
123
172
141
Purchase 3D printer RSPRINT
200
Events subsequent to the statement of financial position
date (Detail) in Thousands
12 Months Ended
Dec. 31, 2018 EUR ()
Disclosure of events subsequent to the statement of financial position date [abstract]
Events subsequent to the statement of financial position date
2,500
|
1 | 173187461_b1 | 173187461 | Dec. 31, 2017 Dec. 31, 2016 EUR () EUR () EUR ()
Related party transactions [abstract]
Short-term employee benefits
2,334,000 2,190,000 2,693,000
Post-employment benefits
80,000
80,000
116,000
Termination benefits
0
0
0
Total
2,414,000 2,270,000 2,809,000
Warrants granted
0
0
199,500
Warrants outstanding
557,935 573,980 790,752
12 Months Ended
Related party transactions Narrative (Detail)
Dec. 31, 2018 EUR () shares
Dec. 31, 2017 Dec. 31, 2016 EUR () EUR ()
Details related party transactions Narrative [line items]
Share based payment expense related to key management 312,000
Convertible number of bonds | shares
1,000
Convertible loan carrying amount
972,000
958,000 0
Number of founder shares
300,000
300,000 0
Dilution percent found shares
0.00%
0.00%
0.00%
Transactions (Detail) - EUR ()
in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Non-executive directors of the group [member]
Disclosure of transactions between related parties [line items]
Sale of goods to
0
0
0
Purchases from
123
96
72
Interest expense
51
50
50
Receivables
0
0
0
Liabilities
1,038
965
972
Shareholders of the group [member]
Disclosure of transactions between related parties [line items]
Sale of goods to
0
0
0
Purchases from
123
172
117
Interest expense
10
11
16
Receivables
0
0
0
Liabilities
|
1 | 173189856_0 | 173189856 | SEQUANS COMMUNICATIONS
Form 20-F
Filed on 01-May-2019 Period 31-Dec-2018 Accession number: 0001383395-19-000028
Included Items
1. 20-F: 20-F SEQUANS COMMUNICATIONS 2018
2. EX-1.1: EXHIBIT 1.1 BY LAWS 3. EX-8.1: EXHIBIT 8.1 LIST OF SUBSIDIARIES 4. EX-12.1: EXHIBIT 12.1 CERTIFICATE OF CEO 5. EX-12.2: EXHIBIT 12.2 CERTIFICATE OF CFO 6. EX-13.1: EXHIBIT 13.1 CERTIFICATE OF CEO 7. EX-13.2: EXHIBIT 13.2 CERTIFICATE OF CFO 8. EX-15.1: EXHIBIT 15.1 CONSENT AUDITORS 9. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
¨
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934
OR
þ
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 001-35135
SEQUANS COMMUNICATIONS S.A.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
French Republic
(Jurisdiction of incorporation or organization)
15-55 Boulevard Charles de Gaulle 92700 Colombes, France
(Address of principal executive offices)
Georg |
1 | 173189856_1 | 173189856 | ATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934
OR
þ
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 001-35135
SEQUANS COMMUNICATIONS S.A.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
French Republic
(Jurisdiction of incorporation or organization)
15-55 Boulevard Charles de Gaulle 92700 Colombes, France
(Address of principal executive offices)
Georges Karam Chairman and Chief Executive Officer
Sequans Communications S.A. 15-55 Boulevard Charles de Gaulle
92700 Colombes, France Telephone: +33 1 70 72 16 00 Facsimile: +33 1 70 72 16 09
(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 0.02 per share
Ordinary shares, nominal value 0.02 per share
Name of each exchange on which registered
NewYork Stock Exchange NewYork Stock Exchange*
*
Not for trading, but only in connection with the registration of American Depositary 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 |
1 | 173189856_2 | 173189856 | es Karam Chairman and Chief Executive Officer
Sequans Communications S.A. 15-55 Boulevard Charles de Gaulle
92700 Colombes, France Telephone: +33 1 70 72 16 00 Facsimile: +33 1 70 72 16 09
(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 0.02 per share
Ordinary shares, nominal value 0.02 per share
Name of each exchange on which registered
NewYork Stock Exchange NewYork Stock Exchange*
*
Not for trading, but only in connection with the registration of American Depositary 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, nominal value 0.02 per share: 94,732,539 as of December 31, 2018
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant |
1 | 173189856_3 | 173189856 | as of the close of the period covered by the annual report. Ordinary shares, nominal value 0.02 per share: 94,732,539 as of December 31, 2018
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 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 file, 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 þ
Non-accelerated filer ¨ Emerging growth company ¨
Indicate by check mark which basis for accounting the registrant has used to prepare the financing 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
|
1 | 173189856_b0 | 173189856 |
30,000
20,000
Warrants | Mr. Nottenburg
Disclosure of transactions between
related parties [line items]
Number of warrants authorized (in shares)
30,000
30,000
40,000
Events after the reporting date (Details)
$ / shares in Units, $ in Thousands
Disclosure of terms and conditions of share-based payment arrangement [line items] Ordinary shares issued in connection with a public offering (in shares) | shares Date from which warrants are exercisable Exercise price (in dollars per share) | $ / shares Ordinary share price (usd per share) | $ / shares Share issue related cost | $
Public equity offering proceeds, net of transaction costs paid | $ Warrant expiration date range end Granting of shares | Restricted share awards Disclosure of terms and conditions of share-based payment arrangement [line items] Number of awards granted (in shares) | shares Major ordinary share transactions Disclosure of terms and conditions of share-based payment arrangement [line items] Public equity offering proceeds, net of transaction costs paid | $ Shares from board member | Major ordinary share transactions Disclosure of terms and conditions of share-based payment arrangement [line items] Ordinary shares issued in connection with a public offering (in shares) | shares
1 Months 12 Months Ended Ended
Feb. 18, 2019 Feb. 05,
USD ($) 2019 $ / shares shares
shares
Jan. 17, 2018
USD ($) $ / shares
shares
Jun. 16, 2017 Oct. 07,
USD ($) 2016 $ / shares shares
shares
Sep. 16, 2016
$ / shares shares
Oct. 07, 2016 USD ($)
Dec. 31, 2018 USD ($)
Dec. 31, 2017 USD ($)
Dec. 31, 2016 USD ($)
61 days $ 0.02
15 years
14,375,000 4,312,500 523,916 15,151,520
$ 1.60 $ 3.80 $ 2,200 $ 1,500
$ 1.65
$ 2,300
$ 2,160
$ 1,489
$ 2,296
$$$
20,841 14,898 23,569
12,000
$ 8,400
9,392,986
|
1 | 173189856_b1 | 173189856 |
Share-based payment expense | $
$$$
65,000 89,000 35,000
Warrants | Mr. de Pesquidoux
Disclosure of transactions between related parties [line items]
Number of warrants authorized (in shares)
20,000 30,000
Warrants | Mr. Pitteloud
Disclosure of transactions between related parties [line items]
Number of warrants authorized (in shares)
30,000
30,000
20,000
Warrants | Mr. Sharma
Disclosure of transactions between related parties [line items]
Number of warrants authorized (in shares)
30,000
30,000
20,000
Warrants | Mr. Slonimsky
Disclosure of transactions between related parties [line items]
Number of warrants authorized (in shares)
30,000
30,000
20,000
Warrants | Mr. Maitre
Disclosure of transactions between
related parties [line items]
Number of warrants authorized (in shares)
30,000
30,000
20,000
Warrants | Mr. Nottenburg
Disclosure of transactions between
related parties [line items]
Number of warrants authorized (in shares)
30,000
30,000
40,000
Events after the reporting date (Details)
$ / shares in Units, $ in Thousands
Disclosure of terms and conditions of share-based payment arrangement [line items] Ordinary shares issued in connection with a public offering (in shares) | shares Date from which warrants are exercisable Exercise price (in dollars per share) | $ / shares Ordinary share price (usd per share) | $ / shares Share issue related cost | $
Public equity offering proceeds, net of transaction costs paid | $ Warrant expiration date range end Granting of shares | Restricted share awards Disclosure of terms and conditions of share-based payment arrangement [line items] Number of awards granted (in shares) | shares Major ordinary share transactions Disclosure of terms and conditions of share-based payment arrangement [line items] Public equity offering proceeds, net of transaction costs paid | $ Shares from board member | Major ordinary share transactions Disclosure of terms and conditions of share-based payment |
1 | 173222841_0 | 173222841 | TRINITY BIOTECH PLC
Form 20-F
Filed on 14-May-2019 Period 31-Dec-2018 Accession number: 0001178913-19-001463
Included Items
1. 20-F 2. EX-12.1: EXHIBIT 12.1 3. EX-12.2: EXHIBIT 12.2 4. EX-13.1: EXHIBIT 13.1 5. EX-13.2: EXHIBIT 13.2 6. EX-15.1: EXHIBIT 15.1 7. XBRL (render)
SECURITIES AND EXCHANGE COMMISSION
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 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
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: 0-22320
Trinity Biotech plc
(Exact name of Registrant as specified in its charter and translation of Registrant's name into English)
Ireland (Jurisdiction of incorporation or organization)
IDA Business Park, Bray, Co. Wicklow, Ireland (Address of principal executive offices)
Kevin Tansley Chief Financial Officer Tel: +353 1276 9800 Fax: +353 1276 9888 IDA Business Park, Bray, Co. Wicklow, Ireland (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 4 `A' Ordinary
Shares, par value US$0.0109)
Name of each exchange on which registered NASDAQ Global Market |
1 | 173222841_1 | 173222841 | ESECURITIES EXCHANGEACT OF 1934
For the transition period from
to
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: 0-22320
Trinity Biotech plc
(Exact name of Registrant as specified in its charter and translation of Registrant's name into English)
Ireland (Jurisdiction of incorporation or organization)
IDA Business Park, Bray, Co. Wicklow, Ireland (Address of principal executive offices)
Kevin Tansley Chief Financial Officer Tel: +353 1276 9800 Fax: +353 1276 9888 IDA Business Park, Bray, Co. Wicklow, Ireland (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 4 `A' Ordinary
Shares, par value US$0.0109)
Name of each exchange on which registered 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
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:
96,162,410 Class `A' 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 |
1 | 173222841_2 | 173222841 |
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:
96,162,410 Class `A' 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, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" 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 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 7(a)(2)(B) of the Securities Act.
Indicate by check mark which |
1 | 173222841_3 | 173222841 | 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, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" 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 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 7(a)(2)(B) of the Securities 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
This Annual Report on Form 20-F is incorporated by reference into our Registration Statements on Form F-3 No. 333-203555 and Form S-8 File Nos. 333- 166590, 333-182279, 333-195232 and 333-124384
TABLEOF CONTENTS
Item 1 Item 2 Item 3 Item 4 Item 4A Item 5 Item 6 Item 7 Item 8 Item 9 Item 10 Item 11
Item 12
Item 13 Item 14 Item 15 Item 16A Item 16B Item 16C Item 16D Item 16E Item 16F Item 16G Item 16H
Item |
1 | 173222841_b0 | 173222841 | 31, 2017 Dec. 31, 2016
Cash-flows:
Interest paid
$ 4,503,000 $ 4,600,000 $ 4,600,000
Borrowings & derivative financial instruments [Member]
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Balance at 1 January 2017
95,185
96,492
Cash-flows:
Interest paid
(4,503) (4,600)
Repurchase
(12,042)
Repayment
Proceeds
Non-cash:
Interest charged
4,352
4,600
Reduction in accrued interest payable
150
Exchange adjustment
Accretion interest
689
723
Fair value
(2,211) (2,030)
Reclassification
Balance at 31 December 2017
81,620
95,185
96,492
Short-term lease liabilities [Member]
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Balance at 1 January 2017
354
273
Cash-flows:
Interest paid
Repurchase
Repayment
(374)
(295)
Proceeds
112
28
Non-cash:
Interest charged
Reduction in accrued interest payable
Exchange adjustment
(30)
53
Accretion interest
Fair value
Reclassification
374
295
Balance at 31 December 2017
436
354
273
Long-term lease liabilities [Member]
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Balance at 1 January 2017
532
732
Cash-flows:
Interest paid
Repurchase
Repayment
Proceeds
369
24
Non-cash:
Interest charged
Reduction in accrued interest payable
Exchange adjustment
(1)
71
Accretion interest
Fair value Reclassification Balance at 31 December 2017
(374)
(295)
$ 526
$ 532
$ 732
|
1 | 173222841_b1 | 173222841 | able note equity conversion option
(238)
Exchangeable note bond put option
Total fair value through profit and loss (FVPL)
(238)
Total fair value of financial assets liabilities
$ (46,798)
(360) (440) (1,790) (1,870) (94,825)
17,242 23,564 34,043 1,185 76,034
(92,955) (886) (20,237) (50) (114,128)
360 (440) (1,790) (1,870) (39,964)
17,242 23,564 34,043 1,185 76,034
(92,955) (886) (20,237) (50) (114,128)
360 (440) (1,790) (1,870) $ (39,964)
RECONCILIATION OF LIABILITIES ARISING
FROM FINANCING ACTIVITIES (Schedule of
Liabilities Arising from Financing) (Details) - USD ($)
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Cash-flows:
Interest paid
$ 4,503,000 $ 4,600,000 $ 4,600,000
Borrowings & derivative financial instruments [Member]
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Balance at 1 January 2017
95,185
96,492
Cash-flows:
Interest paid
(4,503) (4,600)
Repurchase
(12,042)
Repayment
Proceeds
Non-cash:
Interest charged
4,352
4,600
Reduction in accrued interest payable
150
Exchange adjustment
Accretion interest
689
723
Fair value
(2,211) (2,030)
Reclassification
Balance at 31 December 2017
81,620
95,185
96,492
Short-term lease liabilities [Member]
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Balance at 1 January 2017
354
|
1 | 173256407_0 | 173256407 | STERIS Plc
Form 10-K
Filed on 30-May-2019 Period 31-Mar-2019 Accession number: 0001757898-19-000005
Included Items
1. 10-K 2. EX-3.1: EXHIBIT 3.1 3. EX-10.45: EXHIBIT 10.45 4. EX-10.46: EXHIBIT 10.46 5. EX-10.54: EXHIBIT 10.54 6. EX-10.62: EXHIBIT 10.62 7. EX-10.70: EXHIBIT 10.70 8. EX-10.75: EXHIBIT 10.75 9. EX-21.1: EXHIBIT 21.1 10. EX-23.1: EXHIBIT 23.1 11. EX-24.1: EXHIBIT 24.1 12. EX-31.1: EXHIBIT 31.1 13. EX-31.2: EXHIBIT 31.2 14. EX-32.1: EXHIBIT 32.1 15. XBRL (render)
United States Securities and Exchange Commission
Washington, D. C. 20549 ___________________________________________________________________
FORM 10-K
x Annual Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
For the fiscal year ended March 31, 2019
OR
o 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 001-38848
STERIS plc
(Exact name of registrant as specified in its charter)
Ireland
(State or other jurisdiction of incorporation or organization)
98-1455064 (IRS Employer Identification No.)
70 Sir John Rogerson's Quay, Dublin 2, Ireland (Address of principal executive offices)
D02 R296 (Zip Code)
353 1 232 2000 (Registrant's telephone number
including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THEACT:
Title of each class Ordinary Shares, $0.001 par value
Trading symbol(s) STE
Name of Exchange on |
1 | 173256407_1 | 173256407 | States Securities and Exchange Commission
Washington, D. C. 20549 ___________________________________________________________________
FORM 10-K
x Annual Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
For the fiscal year ended March 31, 2019
OR
o 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 001-38848
STERIS plc
(Exact name of registrant as specified in its charter)
Ireland
(State or other jurisdiction of incorporation or organization)
98-1455064 (IRS Employer Identification No.)
70 Sir John Rogerson's Quay, Dublin 2, Ireland (Address of principal executive offices)
D02 R296 (Zip Code)
353 1 232 2000 (Registrant's telephone number
including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THEACT:
Title of each class Ordinary Shares, $0.001 par value
Trading symbol(s) STE
Name of Exchange on Which Registered New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THEACT: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an |
1 | 173256407_2 | 173256407 | Which Registered New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THEACT: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerginggrowth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reportingcompany," and "emerginggrowth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x
Accelerated Filer o
Non-Accelerated Filer o (Do not check if a smaller reportingcompany)
Smaller ReportingCompany o
EmergingGrowth Company o
If an emerginggrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x As of September 30, 2018, the aggregate market value of shares held by non-affiliates of STERIS plc, a public limited company organized under the laws of England and Wales (the predecessor issuer pursuant to Rule 12g-3(a) under the Securities |
1 | 173256407_3 | 173256407 | accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerginggrowth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reportingcompany," and "emerginggrowth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x
Accelerated Filer o
Non-Accelerated Filer o (Do not check if a smaller reportingcompany)
Smaller ReportingCompany o
EmergingGrowth Company o
If an emerginggrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x As of September 30, 2018, the aggregate market value of shares held by non-affiliates of STERIS plc, a public limited company organized under the laws of England and Wales (the predecessor issuer pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934), based upon the closingsale price of its shares on September 30, 2018, was approximately $9,552.1 million.
The number of Ordinary Shares outstandingas of May 24, 2019: 84,541,998
DOCUMENTS INCORPORATED BYREFERENCE Portions of the Proxy Statement for the 2019 Annual Meeting Part III
1
Item 1
Item 1A Item 1B Item 2 Item 3 Item 4 Item 5 Item 6 Item 7
Item 7A
Item 8 Item 9 Item 9A Item 9B Item 10 Item 11 Item 12 Item 13 Item 14 Item 15 Item 16
STERIS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts and as noted)
Table of Contents
Part I Business Introduction Information Related to Business Segments Information with Respect to Our Business in General Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures
Part II Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Introduction Financial Measures Re |
1 | 173256407_b0 | 173256407 | and Expense
$ 4,055 $ 3,535 $ 4,014
[1] Net allowance for doubtful accounts and allowance for sales and returns. [2] Change in foreign currency exchange rates and acquired reserves. [3] Uncollectible accounts written off, net of recoveries. [4] Provision for excess and obsolete inventory, net of inventory written off.
Subsequent Events (Details) $ / shares in Units, $ in Thousands
Subsequent Event [Line Items] Distributable profits | $
Stock Repurchase Program, Authorized Amount | $ Common Stock, Par or Stated Value Per Share | (per share) Preferred Stock, Shares Authorized Preferred Stock, Par or Stated Value Per Share | (per share) Deferred Ordinary Shares Preferred Stock, Shares Issued Equity [Member] Subsequent Event [Line Items] Stock Repurchase Program, Authorized Amount | $ Common Stock, Par or Stated Value Per Share | $ / shares Preferred Stock, Shares Authorized Preferred Stock, Par or Stated Value Per Share | $ / shares Deferred Ordinary Shares Common Stock, Shares Authorized Euro Member Countries, Euro Subsequent Event [Line Items] Par Value (Euros) of Deferred Ordinary Shares | Euro Member Countries, Euro | Equity [Member] Subsequent Event [Line Items] Par Value (Euros) of Deferred Ordinary Shares |
May 07, May 03, 2019 2019
USD ($) $ / shares
May 03, 2019
EUR () shares
Mar. 31, Mar. 31, 2019
2019 USD ($) £ / shares $ / shares
shares
Mar. 31, 2019
EUR () shares
Mar. 31, 2018
£ / shares shares
Aug. 09, 2016
USD ($)
Dec. 31, 2015 shares
$ 0.001
$ 6,338,536
$ 300,000
$ 75.00
£ 0.10
50,000,000 50,000,000 100,000
£ 0.001 $ 0.001
£ 0.10
25,000 25,000
0
0
100,000
100,000
$ 80,000
0.001 $ 0.001
50,000,000
25,000 500,000,000
1.00
1.00
|
1 | 173256407_b1 | 173256407 | and Reserves, Increase (Decrease) Adjustment
(1,653) 209
(214)
SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction
(2,520) (6,514) (3,869)
Liability for Claims and Claims Adjustment Expense, Property Casualty Liability
19,742 20,949 22,718 $ 20,222
Supplemental Information for Property, Casualty Insurance Underwriters, Paid Claims and Claims Adjustment Expense
4,456
5,713
5,000
Incurred Claims, Property, Casualty and Liability
(1,158) (2,563) (768)
Incurred Claims, Property, Casualty and Liability
(4,505) (4,919) (3,272)
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member]
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense
$ 4,055 $ 3,535 $ 4,014
[1] Net allowance for doubtful accounts and allowance for sales and returns. [2] Change in foreign currency exchange rates and acquired reserves. [3] Uncollectible accounts written off, net of recoveries. [4] Provision for excess and obsolete inventory, net of inventory written off.
Subsequent Events (Details) $ / shares in Units, $ in Thousands
Subsequent Event [Line Items] Distributable profits | $
Stock Repurchase Program, Authorized Amount | $ Common Stock, Par or Stated Value Per Share | (per share) Preferred Stock, Shares Authorized Preferred Stock, Par or Stated Value Per Share | (per share) Deferred Ordinary Shares Preferred Stock, Shares Issued Equity [Member] Subsequent Event [Line Items] Stock Repurchase Program, Authorized Amount | $ Common Stock, Par or Stated Value Per Share | $ / shares Preferred Stock, Shares Authorized Preferred Stock, Par or Stated Value Per Share | $ / shares Deferred Ordinary Shares Common Stock, Shares Authorized Euro Member Countries, Euro Subsequent Event [Line Items] Par Value (Euros) of Deferred Ordinary |
1 | 173285117_0 | 173285117 | Castle Brands Inc
Form 10-K
Filed on 14-Jun-2019 Period 31-Mar-2019 Accession number: 0001493152-19-009240
Included Items
1. 10-K 2. EX-4.15 3. EX-21.1 4. EX-23.1 5. EX-31.1 6. EX-31.2 7. EX-32.1 8. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended March 31, 2019 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the transition period from to Commission file number 001-32849
Castle Brands Inc.
(Exact name of registrant as specified in its charter)
Florida (State or other jurisdiction of incorporation or organization)
41-2103550 (I.R.S. Employer Identification No.)
122 East 42nd Street, Suite 5000 NewYork, NewYork
(Address of principal executive offices)
10168 (Zip Code)
Registrant's telephone number, including area code (646) 356-0200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Common stock, $0.01 par value
Trading Symbol(s) ROX
Name of Each Exchange on Which Registered NYSE American
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period |
1 | 173285117_1 | 173285117 | 50 (I.R.S. Employer Identification No.)
122 East 42nd Street, Suite 5000 NewYork, NewYork
(Address of principal executive offices)
10168 (Zip Code)
Registrant's telephone number, including area code (646) 356-0200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Common stock, $0.01 par value
Trading Symbol(s) ROX
Name of Each Exchange on Which Registered NYSE American
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 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, accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Non-accelerated filer [ ] Emerging growth company
[X] Accelerated filer [ ] Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial |
1 | 173285117_2 | 173285117 | 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 (§229.405 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, accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Non-accelerated filer [ ] Emerging growth company
[X] Accelerated filer [ ] Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant based on the September 30, 2018 closing price was approximately $72,482,856 based on the closing price per share as reported on the NYSE American on such date. The registrant had 169,157,673 shares of common stock outstanding at June 8, 2019.
DOCUMENTS INCORPORATED BY REFERENCE
Part III (Items 10, 11, 12, 13 and 14) of this annual report on Form 10-K is incorporated by reference from the definitive Proxy Statement for the 2019 Annual Meeting of Shareholders or an amendment to this annual report on Form 10-K to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant's fiscal year covered by this report.
CASTLEBRANDS INC. FORM 10-K
TABLEOF CONTENTS
Page PART I
Item |
1 | 173285117_3 | 173285117 | accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant based on the September 30, 2018 closing price was approximately $72,482,856 based on the closing price per share as reported on the NYSE American on such date. The registrant had 169,157,673 shares of common stock outstanding at June 8, 2019.
DOCUMENTS INCORPORATED BY REFERENCE
Part III (Items 10, 11, 12, 13 and 14) of this annual report on Form 10-K is incorporated by reference from the definitive Proxy Statement for the 2019 Annual Meeting of Shareholders or an amendment to this annual report on Form 10-K to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant's fiscal year covered by this report.
CASTLEBRANDS INC. FORM 10-K
TABLEOF CONTENTS
Page PART I
Item 1. Business
3
Item 1A. Risk Factors
11
Item 1B. Unresolved Staff Comments
18
Item 2. Properties
18
Item 3. Legal Proceedings
18
Item 4. Mine Safety Disclosures
18
PART II
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
18
Item 6. Selected Financial Data
19
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
20
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
35
Item 8. Financial Statements and Supplementary Data
36
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
63
Item 9A. Controls and Procedures
63
Item 9B. Other Information
65
PART III
Item 10. Directors, Executive Officers and Corporate Governance
65
Item 11. Executive Compensation
65
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
|
1 | 173285117_b0 | 173285117 | $ (946,396) $ 191,350 $ 422,566 $ (700,710) $ (765,819) $ 5,663,616
$ (818,932)
$ (852,613)
Net (loss) income per common share, basic, attributable to $ 0.05 common shareholders
$ (0.01) $ (0.00) $ (0.00) $ (0.00) $ 0.00
$ (0.00) $ (0.01) $ 0.00
$ 0.00
$ (0.00) $ (0.00) $ 0.03
$ (0.01)
$ (0.01)
Net (loss) income per common share, diluted, attributable to $ 0.05 common shareholders
$ (0.01) $ (0.00) $ (0.00) $ (0.00) $ 0.00
$ (0.00) $ (0.01) $ 0.00
$ 0.00
$ (0.00) $ (0.00) $ 0.03
$ (0.01)
$ (0.01)
Weighted average shares used in computation, basic, attributable 167,070,745 166,766,352 166,497,681 165,520,314 164,899,255 163,470,150 163,209,562 163,072,642 161,065,685 160,963,862 160,698,696 160,521,947 166,463,032 163,661,927 160,811,957 to common shareholders
Weighted average shares used in computation, diluted, attributable 172,532,286 166,766,352 166,497,681 165,520,314 164,899,255 171,121,927 163,209,562 163,072,642 165,878,218 165,245,935 160,698,696 160,521,947 to common shareholders
[1] Sales, net and Cost of sales include excise taxes of $6,884,225, $7,648,626 and $7,645,789 for the years ended March 31, 2019, 2018 and 2017, respectively.
|
1 | 173285117_b1 | 173285117 | ,420 (2,061,358) (1,324) (307,366) 190,185 664,603 280,622 (865,218) 699,725 892,364 (489,854) (595,703) 8,845,372 270,192 506,532
Net (income) loss attributable to noncontrolling interests
(2,466,803)
(116,800)
(214,812)
(383,341)
(526,619)
(199,023)
(282,304)
(81,178)
(508,375) (469,798) (210,856) (170,116) 3,181,756
1,089,124
1,359,145
Net (loss) income attributable to common stockholders
$ 8,748,617
$ (2,178,158)
$ (216,136)
$ (690,707)
$ (336,434)
$ 465,580
$ (1,682)
$ (946,396) $ 191,350 $ 422,566 $ (700,710) $ (765,819) $ 5,663,616
$ (818,932)
$ (852,613)
Net (loss) income per common share, basic, attributable to $ 0.05 common shareholders
$ (0.01) $ (0.00) $ (0.00) $ (0.00) $ 0.00
$ (0.00) $ (0.01) $ 0.00
$ 0.00
$ (0.00) $ (0.00) $ 0.03
$ (0.01)
$ (0.01)
Net (loss) income per common share, diluted, attributable to $ 0.05 common shareholders
$ (0.01) $ (0.00) $ (0.00) $ (0.00) $ 0.00
$ (0.00) $ (0.01) $ 0.00
$ 0.00
$ (0.00) $ (0.00) $ 0. |
1 | 173293125_0 | 173293125 | Medtronic Plc
Form 10-K
Filed on 21-Jun-2019 Period 26-Apr-2019 Accession number: 0001613103-19-000028
Included Items
1. 10-K 2. EX-4.24: EXHIBIT 4.24 3. EX-21: EXHIBIT 21 4. EX-23: EXHIBIT 23 5. EX-24: EXHIBIT 24 6. EX-31.1: EXHIBIT 31.1 7. EX-31.2: EXHIBIT 31.2 8. EX-32.1: EXHIBIT 32.1 9. EX-32.2: EXHIBIT 32.2 10. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 10-K
x
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.
For the fiscal year ended April 26, 2019.
o
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the transition period from __________ to __________
Commission File No. 1-36820
Ireland (Jurisdiction of incorporation)
Title of each class Ordinary shares, par value $0.0001 per share Floating Rate Notes due 2021 0.000%Notes due 2021 0.375%Notes due 2023 1.125%Notes due 2027 1.625%Notes due 2031 2.250%Notes due 2039
MEDTRONIC PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter)
20 On Hatch, Lower Hatch Street Dublin 2, Ireland
(Address of principal executive office) +353 1 438-1700
(Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol MDT
MDT/21 MDT/21A MDT/23B MDT/27 MDT/31 MDT/39A
®
98-1183488 (I.R.S. Employer Identification No.)
Name of each exchange on which registered NewYork Stock Exchange, Inc. NewYork Stock Exchange, Inc. NewYork |
1 | 173293125_1 | 173293125 | the Securities Exchange Act of 1934.
For the transition period from __________ to __________
Commission File No. 1-36820
Ireland (Jurisdiction of incorporation)
Title of each class Ordinary shares, par value $0.0001 per share Floating Rate Notes due 2021 0.000%Notes due 2021 0.375%Notes due 2023 1.125%Notes due 2027 1.625%Notes due 2031 2.250%Notes due 2039
MEDTRONIC PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter)
20 On Hatch, Lower Hatch Street Dublin 2, Ireland
(Address of principal executive office) +353 1 438-1700
(Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol MDT
MDT/21 MDT/21A MDT/23B MDT/27 MDT/31 MDT/39A
®
98-1183488 (I.R.S. Employer Identification No.)
Name of each exchange on which registered NewYork Stock Exchange, Inc. NewYork Stock Exchange, Inc. NewYork Stock Exchange, Inc. NewYork Stock Exchange, Inc. NewYork Stock Exchange, Inc. NewYork Stock Exchange, Inc. NewYork Stock Exchange, Inc.
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to |
1 | 173293125_2 | 173293125 | Stock Exchange, Inc. NewYork Stock Exchange, Inc. NewYork Stock Exchange, Inc. NewYork Stock Exchange, Inc. NewYork Stock Exchange, Inc.
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 (§229.405 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, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Aggregate market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of October 26, 2018, based on the closing price of $89.75 as reported on the |
1 | 173293125_3 | 173293125 | 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, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Aggregate market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of October 26, 2018, based on the closing price of $89.75 as reported on the NewYork Stock Exchange: approximately $120.8 billion. Number of Ordinary Shares outstanding on June 18, 2019: 1,341,156,703
Table of Contents
DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for its 2019 Annual General Meeting are incorporated by reference into Part III hereof.
TABLEOF CONTENTS
Item
Description
Page
PART I
1.
Business
3
1A.
Risk Factors
12
1B.
Unresolved Staff Comments
23
2.
Properties
24
3.
Legal Proceedings
24
4.
Mine Safety Disclosures
24
PART II
5.
Market for Medtronic's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
25
6.
Selected Financial Data
28
7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
29
7A.
Quantitative and Qualitative Disclosures About Market Risk
52 |
1 | 173293125_b0 | 173293125 | ances and Reserves [Roll Forward]
Balance at Beginning of Fiscal Year
$ 193
$ 155
$ 161
Charges to Income
78
52
39
Charges to Other Accounts
0
0
0
Other Changes (Debit) Credit
(81)
(14)
(45)
Balance at End of Fiscal Year
190
193
155
Inventory Reserve
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Fiscal Year
452
443
426
Charges to Income
224
170
155
Charges to Other Accounts
0
0
28
Other Changes (Debit) Credit
(155)
(161)
(166)
Balance at End of Fiscal Year
521
452
443
Deferred Tax Valuation Allowance
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Fiscal Year
7,166
6,311
7,032
Charges to Income
378
434
101
Charges to Other Accounts
(11)
21
6
Other Changes (Debit) Credit
(770)
(171)
(524)
Effects of currency fluctuations
(463)
571
(304)
Balance at End of Fiscal Year
$ 6,300 $ 7,166 $ 6,311
Label Parent [Member] Cumulative Effect of New Accounting Principle in Period of Adoption
Element
Value
us-
$
[1]
gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption 296,000,000
[1] The cumulative effect of change in accounting principle in fiscal year 2018 resulted fromthe adoption of accounting guidance that requires the tax effect of intra-entity transactions, other than sales of inventory, to be recognized when the transaction occurs, and accounting guidance which permitted reclassification of stranded tax effects resulting from the enactment of comprehensive U.S. tax legislation from accumulated other comprehensive loss to retained earnings.
|
1 | 173293125_b1 | 173293125 | 22 (472)
5 140 (363) 0 0 0 (1,347) (887) 248 (14) (2,218) 65 2,096 2,821 4,917
4,339
(137) 6,058 (1,068) (3,200) 4,252 0 (22) 5,883
(44) 21 (6,220) 0 0 0 (9,969) (1,048) 5,757 (94) (11,597) 114 (1,261) 4,929 $ 3,668
5,829
(1,324)
(1,254) (4,371) 5,356 0 22 (1,571)
5 290 (863) 0 0 0 (60) (1,997) 537 26 (2,062) 65 2,261 2,668 $ 4,929
Schedule II (Details) - USD ($)
$ in Millions
12 Months Ended Apr. 26, 2019 Apr. 27, 2018 Apr. 28, 2017
Allowance for Doubtful Accounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Fiscal Year
$ 193
$ 155
$ 161
Charges to Income
78
52
39
Charges to Other Accounts
0
0
0
Other Changes (Debit) Credit
(81)
(14)
(45)
Balance at End of Fiscal Year
190
193
155
Inventory Reserve
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Fiscal Year
452
443
426
Charges to Income
224
170
155
Charges to Other Accounts
0
0
28
Other Changes (Debit) Credit
(155)
(161)
(166)
Balance at End of Fiscal Year
521
452
443
Deferred Tax Valuation Allowance
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Fiscal Year
7 |
1 | 173306170_0 | 173306170 | Elastic N.V.
Form 10-K
Filed on 28-Jun-2019 Period 30-Apr-2019 Accession number: 0001564590-19-024066
Included Items
1. 10-K 2. EX-4.2 3. EX-21.1 4. EX-23.1 5. EX-31.1 6. EX-31.2 7. EX-32.1 8. EX-32.2 9. 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 THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended April 30, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
FORTHETRANSITION PERIOD FROM
TO
Commission File Number 001-38675
Elastic N.V.
(Exact name of registrant as specified in its Charter)
The Netherlands
(State or other jurisdiction of incorporation or organization)
800 West El Camino Real, Suite 350 Mountain View, California 94040
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (650) 458-2620
Not Applicable
(I.R.S. Employer Identification No.)
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)
Trading Symbol(s)
(Name of each exchange on which registered)
Ordinary shares, Par Value 0.01 Per Share
ESTC
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO
Indicate by check mark whether the registrant: (1) has filed all reports required |
1 | 173306170_1 | 173306170 | in its Charter)
The Netherlands
(State or other jurisdiction of incorporation or organization)
800 West El Camino Real, Suite 350 Mountain View, California 94040
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (650) 458-2620
Not Applicable
(I.R.S. Employer Identification No.)
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)
Trading Symbol(s)
(Name of each exchange on which registered)
Ordinary shares, Par Value 0.01 Per Share
ESTC
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO
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, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting company
If an emerging growth company, |
1 | 173306170_2 | 173306170 | 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, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO
The aggregate market value of the ordinary shares held by non-affiliates of the registrant, based on the closing price of the shares of ordinary shares on The NewYork Stock Exchange on October 31, 2018, was $1,070,964,640.
The number of registrant's ordinary shares outstanding as of June 20, 2019 was 75,354,059.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement relating to the registrant's 2019 annual general meeting of shareholders (the "2019 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2019 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended April 30, 2019.
PART I |
1 | 173306170_3 | 173306170 | indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO
The aggregate market value of the ordinary shares held by non-affiliates of the registrant, based on the closing price of the shares of ordinary shares on The NewYork Stock Exchange on October 31, 2018, was $1,070,964,640.
The number of registrant's ordinary shares outstanding as of June 20, 2019 was 75,354,059.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement relating to the registrant's 2019 annual general meeting of shareholders (the "2019 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2019 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended April 30, 2019.
PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4.
PART II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B.
PART III Item 10. Item 11. Item 12. Item 13. Item 14.
PART IV Item 15. Item 16
Table of Contents
Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information
Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules Form 10-K Summary
i
Page
3 17 42 43 43 43
44 46 48 72 73 111 111 111
112 112 112 112 112
|
1 | 173306170_b0 | 173306170 | Line Items]
Total revenue
$ 271,653 $ 159,935 $ 88,177
United States
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue
155,935 97,006 60,501
Rest of world
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue
$ 115,718 $ 62,929 $ 27,676
Segment Information Schedule of Property and
Equipment, Net of Depreciation (Details) - USD
($) $ in Thousands
Apr. 30, 2019 Apr. 30, 2018
Revenues From External Customers And Long Lived Assets [Line Items]
Property and equipment, net
$ 5,448 $ 4,536
United States
Revenues From External Customers And Long Lived Assets [Line Items]
Property and equipment, net
3,219
3,187
Netherlands
Revenues From External Customers And Long Lived Assets [Line Items]
Property and equipment, net
1,769
341
United Kingdom
Revenues From External Customers And Long Lived Assets [Line Items]
Property and equipment, net
251
582
Rest of world
Revenues From External Customers And Long Lived Assets [Line Items]
Property and equipment, net
$ 209
$ 426
Subsequent Events Additional Information (Details) - Subsequent Event Merger Agreement -
Endgame, Inc. $ in Millions
Jun. 05, 2019 USD ($)
Subsequent Event [Line
Items]
Total purchase price
$ 234.0
Business combination, description of puchase price payment
The Company will pay the purchase price through (i) the issuance of ordinary shares, (ii) the repayment of Endgame's outstanding indebtedness (expected to be approximately $14 million), (iii) the assumption of Endgame's outstanding options, and (iv) a cash deposit to fund an expense fund for the fees and expenses of the Securityholder Representative. on a cashfree debt-free basis, subject to certain other customary adjustments.
Repayment of outstanding indebtedness
$ 14.0
Termination fee
$ 3.5
|
1 | 173306170_b1 | 173306170 |
2018
2017
$ 2,019 240 1,611 $ 3,870
$ 1,196 6 817 $ 2,019
$ 584
612 $ 1,196
Employee Benefit Plans Additional Information
(Details) - USD ($) $ in Millions
12 Months Ended Apr. 30, 2019 Apr. 30, 2018 Apr. 30, 2017
United States
Defined Contribution Plan Disclosure [Line Items]
Defined contribution expense related to plan
$ 5.0
$ 2.8
$ 1.7
United States | Maximum
Defined Contribution Plan Disclosure [Line Items]
Percentage of defined contribution to participating employees 6.00%
Other Countries
Defined Contribution Plan Disclosure [Line Items]
Defined contribution expense related to plan
$ 1.9
$ 1.4
$ 0.5
Segment Information Schedule of Revenue by Geographic Area (Details) -
USD ($) $ in Thousands
12 Months Ended Apr. 30, 2019 Apr. 30, 2018 Apr. 30, 2017
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue
$ 271,653 $ 159,935 $ 88,177
United States
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue
155,935 97,006 60,501
Rest of world
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue
$ 115,718 $ 62,929 $ 27,676
Segment Information Schedule of Property and
Equipment, Net of Depreciation (Details) - USD
($) $ in Thousands
Apr. 30, 2019 Apr. 30, 2018
Revenues From External Customers And Long Lived Assets [Line Items]
Property and equipment, net
$ 5,448 $ 4,536
United States
Revenues From External Customers And Long Lived Assets [Line Items]
Property and equipment, net
3,219
3,187
Netherlands
Revenues From External Customers And Long Lived Assets [Line Items]
Property and equipment, net
1,769
341
United Kingdom
|
1 | 173306641_0 | 173306641 | Modern Media Acquisition Corp.
Form 10-K
Filed on 28-Jun-2019 Period 31-Mar-2019 Accession number: 0001193125-19-186183
Included Items
1. 10-K: FORM 10-K 2. EX-31.1 3. EX-31.2 4. EX-32.1 5. EX-32.2 6. XBRL (render)
Table of Contents
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 AND EXCHANGE ACT OF
1934
For the fiscal year ended March 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THETRANSITION PERIOD FROM
TO
001-38092 (Commission File Number)
MODERN MEDIA ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation)
47-1277598
(IRS Employer Identification No.)
3414 Peachtree Road Suite 480 Atlanta, GA
(Address of principal executive offices)
30326
(Zip Code)
Registrant's telephone number, including area code: (404) 443-1182
None
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Units, each consisting of one share of common stock, one right and one-half of one warrant Common stock, par value $0.0001 per share Rights, each exchangeable into one-tenth of one
share of common stock Warrants, each whole warrant exercisable for one
share of common stock at an exercise price of $11.50 per share
Trading Symbol(s)
MMDMU
MMDM MMDMR
MMDMW
Securities registered pursuant to Section 12(g) of the Act:
None
Name of each exchange on which registered
Nasdaq Capital Market
Nasdaq Capital Market Nas |
1 | 173306641_1 | 173306641 | Delaware
(State or other jurisdiction of incorporation)
47-1277598
(IRS Employer Identification No.)
3414 Peachtree Road Suite 480 Atlanta, GA
(Address of principal executive offices)
30326
(Zip Code)
Registrant's telephone number, including area code: (404) 443-1182
None
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Units, each consisting of one share of common stock, one right and one-half of one warrant Common stock, par value $0.0001 per share Rights, each exchangeable into one-tenth of one
share of common stock Warrants, each whole warrant exercisable for one
share of common stock at an exercise price of $11.50 per share
Trading Symbol(s)
MMDMU
MMDM MMDMR
MMDMW
Securities registered pursuant to Section 12(g) of the Act:
None
Name of each exchange on which registered
Nasdaq Capital Market
Nasdaq Capital Market Nasdaq Capital Market
Nasdaq Capital Market
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 15(d) of the Act. YES NO
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES NO
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is |
1 | 173306641_2 | 173306641 | daq Capital Market
Nasdaq Capital Market
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 15(d) of the Act. YES NO
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES NO
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of "large accelerated filer", "accelerated filer", "smaller reporting company", and an "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Small reporting company
If an emerging growth company, indicate by check mark if the Registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES |
1 | 173306641_3 | 173306641 | not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of "large accelerated filer", "accelerated filer", "smaller reporting company", and an "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Small reporting company
If an emerging growth company, indicate by check mark if the Registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO
The aggregate market value of the voting and non-voting equity securities held by non-affiliates of the registrant, based on the closing price of the registrant's common stock on the last business day of the registrant's most recently completed second quarter, September 30, 2018, as reported on the Nasdaq Capital Market, was approximately $209,070,000.
As of June 12, 2019, there were 19,932,319 shares of the Company's common stock, $0.0001 par value, issued and outstanding.
None.
Documents Incorporated by Reference:
Table of Contents
TABLEOF CONTENTS
Page
PART I.
Item 1. Business
1
Item 1A. Risk Factors
17
Item 2. Properties
37
Item 3. Legal Proceedings
37
Item 4. Mine Safety Disclosures
37
PART II.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
37
Item 6. Selected Financial Data
38
Item 7. Management's Discussion and Analysis of Financial |
1 | 173306641_b0 | 173306641 | 31, 2017 Mar. 31, 2019 Mar. 31, 2018
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate
21.00% 35.00% 21.00% 31.50%
Change in valuation allowance
33.40% 17.50%
Income tax provision
54.40% 49.00%
Fair Value Measurements Summary of Assets
Measured at Fair Value on Recurring Basis (Detail) -
USD ($)
Mar. 31, 2019 Mar. 31, 2018
Assets:
Investments held in Trust Account $ 152,420,927 $ 210,502,923
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments held in Trust Account $ 152,420,927 $ 210,502,923
Subsequent Events Additional Information
(Detail) - USD ($)
Jun. 01, 2019 Apr. 01, 2019 Jun. 14, 2019 Mar. 31, 2019 Feb. 08, 2019 Mar. 31, 2018
Common stock shares issued
6,409,478
6,322,003
Common stock, shares outstanding
6,409,478
6,322,003
Outstanding loan
$ 491,419
Charter Amendment [Member]
Redeemable Common Stock Shares
5,942,681
Assets Held-in-trust, Current
$ 152,400,000
Common stock shares issued
19,932,319
Common stock, shares outstanding
19,932,319
Subsequent Event [Member]
Contribution to Trust Account by Sponsor
$ 1,474,257
Outstanding loan
$ 1,965,676
Proceeds from working capital loan
$ 30,000
Subsequent Event [Member] | Charter Amendment [Member]
Redeemable Common Stock Shares
13,350,654
Assets Held-in-trust, Current
$ 14,700,000
Common stock shares issued
6,581,665
Common stock, shares outstanding
6,581,665
Business combination additional amount required
$ 60,000,000
|
1 | 173306641_b1 | 173306641 | Total deferred tax assets
630,503 155,752
Valuation allowance
(630,503) (155,752)
Deferred tax asset, net of allowance $ 0
$ 0
Income Tax - Summary of
12 Months Ended
Income Tax Provision (Detail)
- USD ($)
Jan. 03, 2017 Mar. 31, 2019 Mar. 31, 2018
Federal
Current
$ 773,230 $ 435,503
Deferred
(474,751) (155,752)
Change in valuation allowance
474,751 155,752
Income tax provision
$ 0
$ 773,230 $ 435,503
Income Tax - Additional Information (Detail) - USD ($)
12 Months Ended Mar. 31, 2019 Mar. 31, 2018
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Increase (decrease) valuation allowance
$ 474,751 $ 155,752
Income Tax - Schedule of Reconciliation of Federal Income Tax Rate (Detail)
12 Months Ended Jan. 01, 2018 Dec. 31, 2017 Mar. 31, 2019 Mar. 31, 2018
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate
21.00% 35.00% 21.00% 31.50%
Change in valuation allowance
33.40% 17.50%
Income tax provision
54.40% 49.00%
Fair Value Measurements Summary of Assets
Measured at Fair Value on Recurring Basis (Detail) -
USD ($)
Mar. 31, 2019 Mar. 31, 2018
Assets:
Investments held in Trust Account $ 152,420,927 $ 210,502,923
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments held in Trust Account $ 152,420,927 $ 210,502,923
Subsequent Events Additional Information
(Detail) - USD ($)
Jun. 01, 2019 Apr. 01, 2019 Jun. 14, 2019 Mar. 31, 2019 Feb. 08, 2019 Mar. 31, 2018
Common stock shares issued
6,409,478
6 |
1 | 173357569_0 | 173357569 | Seagate Technology Plc
Form 10-K
Filed on 02-Aug-2019 Period 28-Jun-2019 Accession number: 0001193125-19-212028
Included Items
1. 10-K 2. EX-4.1 3. EX-10.16(B) 4. EX-10.17 5. EX-21.1 6. EX-23.1 7. EX-31.1 8. EX-31.2 9. EX-32.1 10. XBRL (render)
Table of Contents
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 June 28, 2019
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 No. 001-31560
SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
Ireland (State or other jurisdiction of incorporation or organization)
98-0648577 (I.R.S. Employer Identification Number)
38/39 Fitzwilliam Square Dublin 2, Ireland
(Address of principal executive offices)
D02 NX53 (Zip Code)
Registrant's telephone number, including area code: (353) (1) 234-3136
Securities registered pursuant to Section 12 (b) of the Act:
Title of Each Class Ordinary Shares, par value $0.00001 per share
Trading Symbol(s) STX
Name of Each Exchange on Which Registered The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO
Indicate by check mark whether |
1 | 173357569_1 | 173357569 |
(Exact name of registrant as specified in its charter)
Ireland (State or other jurisdiction of incorporation or organization)
98-0648577 (I.R.S. Employer Identification Number)
38/39 Fitzwilliam Square Dublin 2, Ireland
(Address of principal executive offices)
D02 NX53 (Zip Code)
Registrant's telephone number, including area code: (353) (1) 234-3136
Securities registered pursuant to Section 12 (b) of the Act:
Title of Each Class Ordinary Shares, par value $0.00001 per share
Trading Symbol(s) STX
Name of Each Exchange on Which Registered The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES NO
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer |
1 | 173357569_2 | 173357569 | 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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES NO
The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant as of December 28, 2018, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $10.9 billion based upon the closing price reported for such date by the NASDAQ.
The number of outstanding ordinary shares of the registrant as of July 29, 2019 was 269,037,767.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant's Annual General Meeting of Shareholders, to be held on October 29, 2019, will be incorporated by reference in this Form10-K |
1 | 173357569_3 | 173357569 |
Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES NO
The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant as of December 28, 2018, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $10.9 billion based upon the closing price reported for such date by the NASDAQ.
The number of outstanding ordinary shares of the registrant as of July 29, 2019 was 269,037,767.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant's Annual General Meeting of Shareholders, to be held on October 29, 2019, will be incorporated by reference in this Form10-K in response to Items 10, 11, 12, 13 and 14 of Part III. The definitive proxy statement will be filed with the SECno later than 120 days after the registrant's fiscal year ended June 28, 2019.
Table of Contents
SEAGATE TECHNOLOGY PLC TABLE OF CONTENTS
Item
1. Business 1A. Risk Factors 1B. Unresolved Staff Comments 2. Properties 3. Legal Proceedings 4. Mine SafetyDisclosures
PART I
PART II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities 6. Selected Financial Data 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 7A. Quantitative and Qualitative Disclosures About Market Risk 8. Financial Statements and Supplementary Data 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9A. Controls and Procedures 9B. Other Information
PART III 10. Directors, Executive Officers and Corporate Governance 11. Executive Compensation 12. SecurityOwnership of Certain Beneficial Owners and Management and Related Stockholder Matters 13. Certain Relationships and Related Transactions, and Director Independence 14. Principal Accountant Fees and Services
15 |
1 | 173357569_b0 | 173357569 | $ 206,000,000
Standard product warranty accrual, period increase (decrease) $ (42,000,000)
Minimum [Member]
Schedule of Fiscal Years [Line Items]
Product warranty period term (in years)
1 year
Maximum [Member]
Schedule of Fiscal Years [Line Items]
Product warranty period term (in years)
5 years
Guarantees (Product Warranty) (Details) - USD ($)
$ in Millions
12 Months Ended Jun. 28, 2019 Jun. 29, 2018 Jun. 30, 2017
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance, beginning of period
$ 237
$ 233
$ 206
Warranties issued
112
147
131
Repairs and replacements
(99)
(106)
(114)
Changes in liability for pre-existing warranties, including expirations (55)
(37)
10
Balance, end of period
$ 195
$ 237
$ 233
Subsequent Events (Details) USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Aug. 02, Jun. 28, Jun. 29, Jun. 30, 2019 2019 2018 2017
Subsequent Event [Line Items]
Cash dividends declared per ordinary share (in dollars per share)
$ 2.52 $ 2.52 $ 2.52
Subsequent event [Member]
Subsequent Event [Line Items]
Cash dividends declared per ordinary share (in dollars per share)
$ 0.63
Common Stock [Member] | Subsequent event [Member]
Subsequent Event [Line Items]
Dividends payable, date to be paid
Oct. 09, 2019
Dividends payable, date of record
Sep. 25,
2019
Other Current Assets [Member] | Land and Building [Member] | Significant Unobservable Inputs (Level 3) [Member] |
Reported Value Measurement [Member] | Nonrecurring basis [Member]
Subsequent Event [Line Items]
Assets Held-for-sale, Long Lived, Fair Value Disclosure
$ 23 $ 26
|
1 | 173357569_b1 | 173357569 | ligation, Due within Six Years
48
Unrecorded Unconditional Purchase Obligation, Due After Six Years
76
Capital Addition Purchase Commitments [Member]
Capital Expenditures [Abstract]
Long-term purchase commitment, amount
$ 23
Commitments (Future minimum lease payments for operating leases) (Details)
$ in Millions
Jun. 28, 2019 USD ($)
Commitments Disclosure [Abstract]
2020
$ 20
2021
17
2022
9
2023
8
2024
5
Thereafter
66
Total future minimumlease payments for operating leases $ 125
Guarantees (Narrative) (Details) - USD ($)
12 Months Ended Jun. 28, 2019 Jun. 29, 2018 Jun. 30, 2017 Jul. 01, 2016
Schedule of Fiscal Years [Line Items]
intellectual property indemnification obligations
$ 0
intellectual property indemnification obligations
0
Standard product warranty accrual
195,000,000 $ 237,000,000 $ 233,000,000 $ 206,000,000
Standard product warranty accrual, period increase (decrease) $ (42,000,000)
Minimum [Member]
Schedule of Fiscal Years [Line Items]
Product warranty period term (in years)
1 year
Maximum [Member]
Schedule of Fiscal Years [Line Items]
Product warranty period term (in years)
5 years
Guarantees (Product Warranty) (Details) - USD ($)
$ in Millions
12 Months Ended Jun. 28, 2019 Jun. 29, 2018 Jun. 30, 2017
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance, beginning of period
$ 237
$ 233
$ 206
Warranties issued
112
147
131
Repairs and replacements
(99)
(106)
(114)
Changes in liability for pre-existing warranties, including expirations (55)
(37)
10
Balance, end of period
$ 195
$ 237
$ 233
Subsequent Events (Details) |
1 | 173371329_0 | 173371329 | CIMPRESS N.V.
Form 10-K
Filed on 09-Aug-2019 Period 30-Jun-2019 Accession number: 0001262976-19-000053
Included Items
1. 10-K 2. EX-4.2: EXHIBIT 4.2 3. EX-10.10: EXHIBIT 10.10 4. EX-10.31: EXHIBIT 10.31 5. EX-10.32: EXHIBIT 10.32 6. EX-21.1: EXHIBIT 21.1 SUBSIDIARIES OF
CIMPRESS N.V. 7. EX-23.1: EXHIBIT 23.1
PRICEWATERHOUSECOOPERS LLP CONSENT 8. EX-31.1: EXHIBIT 31.1 CERTIFICATION OF
CEO 9. EX-31.2: EXHIBIT 31.2 CERTIFICATION OF
CFO 10. EX-32.1: EXHIBIT 32.1 CERTIFICATION
PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT 11. XBRL (render)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TOSECTION13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended
June 30, 2019
or
TRANSITIONREPORT PURSUANT TOSECTION13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the transition period from
to
Commission file number 000-51539
_________________________________
Cimpress N.V.
(Exact Name of Registrant as Specified in Its Charter)
_________________________________
The Netherlands
98-0417483
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
Building D, Xerox Technology Park A91 H9N9, Dundalk, Co. Louth Ireland
(Address of Principal Executive Offices) Registrant's telephone number, including area code: 353 42 938 8500 |
1 | 173371329_1 | 173371329 | XBRL (render)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TOSECTION13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended
June 30, 2019
or
TRANSITIONREPORT PURSUANT TOSECTION13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the transition period from
to
Commission file number 000-51539
_________________________________
Cimpress N.V.
(Exact Name of Registrant as Specified in Its Charter)
_________________________________
The Netherlands
98-0417483
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
Building D, Xerox Technology Park A91 H9N9, Dundalk, Co. Louth Ireland
(Address of Principal Executive Offices) Registrant's telephone number, including area code: 353 42 938 8500
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Exchange on Which Registered
OrdinaryShares, par value of 0.01
CMPR
______________________________
Securities registered pursuant to Section 12(g) of the Act: None
NASDAQ Global Select Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to |
1 | 173371329_2 | 173371329 |
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Exchange on Which Registered
OrdinaryShares, par value of 0.01
CMPR
______________________________
Securities registered pursuant to Section 12(g) of the Act: None
NASDAQ Global Select Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer Smaller reporting company Emerging growth company
Non-accelerated filer
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes No þ
The aggregate market value of the ordinary shares held by non-affiliates of |
1 | 173371329_3 | 173371329 | Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer Smaller reporting company Emerging growth company
Non-accelerated filer
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes No þ
The aggregate market value of the ordinary shares held by non-affiliates of the registrant was approximately $2.74 billion on December 31, 2018 (the last business day of the registrant's most recently completed second fiscal quarter) based on the last reported sale price of the registrant's ordinary shares on the NASDAQGlobal Select Market.
As of August 5, 2019, there were 30,392,414 Cimpress N.V. ordinary shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended June 30, 2019. Portions of such proxy statement are incorporated by reference into Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form10-K.
CIMPRESS N.V. ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended June 30, 2019
TABLE OF CONTENTS
PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4.
Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosure
PART II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. |
1 | 173371329_b0 | 173371329 | . 30, Jun. 30, Jun. 30,
2019 31, 2019 2018 2018 2018 31, 2018 2017 2017 2019
2018
2017
Quarterly Financial Data (unaudited) [Abstract]
Revenue
$
$
$
$
$
$
$
$
$
$
$
674,714 661,814 825,567 588,981 631,134 636,069 762,054 563,284 2,751,076 2,592,541 2,135,405
Cost of revenue
344,677 342,700 411,496 302,471 316,550 319,209 360,285 283,755 1,401,344 [1] 1,279,799 [1] 1,036,975 [1]
Net income (loss)
33,195 6,242 69,037 (14,994) (5,639) (1,602) 30,623 23,406 93,480 46,788 (72,199)
Net Income (Loss) Attributable to Parent
$ 34,147
$ 6,530
$ 69,014
$
$
$
(14,639) (7,300) (2,265)
$ 29,935
$ 23,363
$ 95,052
$ 43,733
$ (71,711)
Basic net income (loss) per share attributable to Cimpress N.V.
$ 1.11 $ 0.21
$ 2.24 $ (0.47) $ (0.24) $ (0.07) $ 0.96 $ 0.75 $ 3.09
$ 1.41
$ (2.29)
Diluted net income per share attributable to Cimpress N.V.
$ 1.09 $ 0.21 $ 2.17 $ (0.47) $ (0.24) $ (0.07) $ 0.93 $ 0.72 $ 3.00
$ 1.36
$ (2.29)
[1] Share-based compensation is allocated as follows:
|
1 | 173371329_b1 | 173371329 | 8,467
12,112
The Print Group [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges
[1] 2,223
All Other Businesses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges
[1] 1,197
819
Central and Corporate Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges
[1] $ 167
2,249
$ 25,584
Other Restructuring [Member] | Central and Corporate Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges
[1]
$ 56
[1] Share-based compensation is allocated as follows:
Quarterly Financial Data (unaudited) (Details) - USD
($) $ / shares in Units, $ in
Thousands
3 Months Ended
12 Months Ended
Jun. 30, Mar. Dec. 31, Sep. 30, Jun. 30, Mar. Dec. 31, Sep. 30, Jun. 30, Jun. 30, Jun. 30,
2019 31, 2019 2018 2018 2018 31, 2018 2017 2017 2019
2018
2017
Quarterly Financial Data (unaudited) [Abstract]
Revenue
$
$
$
$
$
$
$
$
$
$
$
674,714 661,814 825,567 588,981 631,134 636,069 762,054 563,284 2,751,076 2,592,541 2,135,405
Cost of revenue
344,677 342,700 411,496 302,471 316,550 319,209 360,285 283,755 1,401,344 [1] 1,279,799 [1] 1,036,975 [1]
Net income (loss)
33,195 6,242 69,037 (14,994) (5,639) (1,602) 30,623 23,406 93,480 46,788 (72,199)
Net Income (Loss) |
1 | 173396402_0 | 173396402 | Atlassian Corp Plc
Form 20-F
Filed on 23-Aug-2019 Period 30-Jun-2019 Accession number: 0001650372-19-000020
Included Items
1. 20-F 2. EX-4.4: EXHIBIT 4.4 3. EX-12.1: EXHIBIT 12.1 4. EX-12.2: EXHIBIT 12.2 5. EX-12.3: EXHIBIT 12.3 6. EX-13.1: EXHIBIT 13.1 7. EX-13.2: EXHIBIT 13.2 8. EX-13.3: EXHIBIT 13.3 9. EX-21.1: EXHIBIT 21.1 10. EX-23.1: EXHIBIT 23.1 11. 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
þ ANNUALREPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended June 30, 2019
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
OR
¨ SHELLCOMPANYREPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
Commission File Number 001-37651
Atlassian Corporation Plc
(Exact name of Registrant as specified in its charter)
Not Applicable (Translation of Registrant's name into English)
England and Wales (Jurisdiction of incorporation or organization)
Exchange House Primrose Street London EC2A 2EG c/o Herbert Smith Freehills LLP
415.701.1110 (Address of principal executive offices)
Stuart Fagin Deputy General Counsel Atlassian Corporation Plc
Exchange House Primrose Street London EC2A 2EG c/o Herbert Smith Freehills LLP
415.701.1110 (Name, Telephone, E-mail and |
1 | 173396402_1 | 173396402 | CHANGEACT OF 1934
OR
þ ANNUALREPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended June 30, 2019
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
OR
¨ SHELLCOMPANYREPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
Commission File Number 001-37651
Atlassian Corporation Plc
(Exact name of Registrant as specified in its charter)
Not Applicable (Translation of Registrant's name into English)
England and Wales (Jurisdiction of incorporation or organization)
Exchange House Primrose Street London EC2A 2EG c/o Herbert Smith Freehills LLP
415.701.1110 (Address of principal executive offices)
Stuart Fagin Deputy General Counsel Atlassian Corporation Plc
Exchange House Primrose Street London EC2A 2EG c/o Herbert Smith Freehills LLP
415.701.1110 (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
Trading Symbol
Name of each exchange on which registered
Class A Ordinary Shares
TEAM
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: Class B OrdinaryShares
Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report: As of June 30, 2019, 118,184,933 Class A OrdinaryShares and124,722,559 Class B OrdinaryShares Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes þ 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 |
1 | 173396402_2 | 173396402 | /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
Trading Symbol
Name of each exchange on which registered
Class A Ordinary Shares
TEAM
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: Class B OrdinaryShares
Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report: As of June 30, 2019, 118,184,933 Class A OrdinaryShares and124,722,559 Class B OrdinaryShares Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes þ 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 þ 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) ofthe Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definitions of" large accelerated filer, " accelerated fil |
1 | 173396402_3 | 173396402 | of1934. Yes ¨ No þ 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) ofthe Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definitions of" large accelerated filer, " accelerated filer", and " emerging growth company" in Rule 12b-2 ofthe Exchange Act. : Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Emerging growth company ¨
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 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 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 |
1 | 173396402_b0 | 173396402 | line items]
Options outstanding, exercise price (USD per share)
$ 2.16
$2.40 - 2.92
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, number (shares) | shares
299,613
Options outstanding, weighted average exercise price (USD per share)
$ 2.47
Options exercisable, number (shares) | shares
299,613
Options exercisable, weighted average exercise price (USD per share)
$ 2.47
Options exercisable, weighted average remaining years | years
0.86
$2.40 - 2.92 | Bottom of range
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, exercise price (USD per share)
$ 2.40
$2.40 - 2.92 | Top of range
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, exercise price (USD per share)
$ 2.92
$3.18
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, number (shares) | shares
642,072
Options outstanding, weighted average exercise price (USD per share)
$ 3.18
Options exercisable, number (shares) | shares
545,717
Options exercisable, weighted average exercise price (USD per share)
$ 3.18
Options exercisable, weighted average remaining years | years
3.81
$3.18 | Bottom of range
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, exercise price (USD per share)
$ 3.18
$ 1.59
166,967 $ 2.06 166,967 $ 2.06 1.39
$ 1.92
$ 2.16
740,363 $ 2.46 740,363 $ 2.46 1.86
$ 2.40
$ 2.92
1,217,498 $ 3.18 789,893 $ 3.18 4.75
$ 3.18
|
1 | 173396402_b1 | 173396402 | 14
$1.14 - 1.59 | Top of range
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, exercise price (USD per share)
$1.92 - 2.16
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, number (shares) | shares
17,828
Options outstanding, weighted average exercise price (USD per share)
$ 2.09
Options exercisable, number (shares) | shares
17,828
Options exercisable, weighted average exercise price (USD per share)
$ 2.09
Options exercisable, weighted average remaining years | years
0.45
$1.92 - 2.16 | Bottom of range
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, exercise price (USD per share)
$ 1.92
$1.92 - 2.16 | Top of range
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, exercise price (USD per share)
$ 2.16
$2.40 - 2.92
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, number (shares) | shares
299,613
Options outstanding, weighted average exercise price (USD per share)
$ 2.47
Options exercisable, number (shares) | shares
299,613
Options exercisable, weighted average exercise price (USD per share)
$ 2.47
Options exercisable, weighted average remaining years | years
0.86
$2.40 - 2.92 | Bottom of range
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, exercise price (USD per share)
$ 2.40
$2.40 - 2.92 | Top of range
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Options outstanding, exercise price (USD per share)
$ 2.92
$3.18
|
1 | 173536063_0 | 173536063 | Adient Plc
Form 10-K
Filed on 22-Nov-2019 Period 30-Sep-2019 Accession number: 0001670541-19-000057
Included Items
1. 10-K 2. EX-4: EXHIBIT 4.15 3. EX-4: EXHIBIT 4.16 4. EX-4: EXHIBIT 4.17 5. EX-10: EXHIBIT 10.18 6. EX-10: EXHIBIT 10.20 7. EX-10: EXHIBIT 10.29 8. EX-21: EXHIBIT 21.1 9. EX-23: EXHIBIT 23.1 10. EX-31: EXHIBIT 31.1 11. EX-31: EXHIBIT 31.2 12. EX-32: EXHIBIT 32.1 13. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the fiscal year ended September 30, 2019 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37757
Adient plc (exact name of Registrant as specified in its charter)
Ireland (State or other jurisdiction of incorporation or organization)
98-1328821 (I.R.S. Employer Identification No.)
25-28 North Wall Quay, IFSC, Dublin 1, Ireland D01 H104 (Address of principal executive offices) 734-254-5000
(Registrant's telephone number, including area code)
Title of each class Ordinary Shares, par value $0.001
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol
Name of exchange on which registered
ADNT
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is |
1 | 173536063_1 | 173536063 | 1934 For the fiscal year ended September 30, 2019 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37757
Adient plc (exact name of Registrant as specified in its charter)
Ireland (State or other jurisdiction of incorporation or organization)
98-1328821 (I.R.S. Employer Identification No.)
25-28 North Wall Quay, IFSC, Dublin 1, Ireland D01 H104 (Address of principal executive offices) 734-254-5000
(Registrant's telephone number, including area code)
Title of each class Ordinary Shares, par value $0.001
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol
Name of exchange on which registered
ADNT
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large |
1 | 173536063_2 | 173536063 | not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of March 31, 2019, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $1.2 billion. At September 30, 2019, 93,620,714 ordinary shares were outstanding.
Documents Incorporated by Reference Portions of the Registrant's definitive proxy statement relating to its 2020 annual general meeting of shareholders to be held on March 12, 2020 (the "2020 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2020 Proxy Statement will be filed with |
1 | 173536063_3 | 173536063 | accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of March 31, 2019, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $1.2 billion. At September 30, 2019, 93,620,714 ordinary shares were outstanding.
Documents Incorporated by Reference Portions of the Registrant's definitive proxy statement relating to its 2020 annual general meeting of shareholders to be held on March 12, 2020 (the "2020 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2020 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
Adient plc | Form 10-K | 2
ITEM
ITEM 1 ITEM 1A ITEM 1B ITEM 2 ITEM 3 ITEM 4
ITEM 5 ITEM 6 ITEM 7 ITEM 7A ITEM 8 ITEM 9 ITEM 9A ITEM 9B
ITEM 10 ITEM 11 ITEM 12 ITEM 13 ITEM 14
ITEM 15 ITEM 16
Adient plc Form 10-K For the Fiscal Year Ended September 30, 2019
TABLEOF CONTENTS
Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures
PART I
PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Discussions About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information
PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and |
1 | 173536063_b0 | 173536063 | (60)
Utilized--noncash
--
--
--
7
7
Balance at September 30, 2017
146
--
9
5
160
Utilized--cash
(55)
--
(9)
--
(64)
Utilized--noncash
--
--
--
(1)
(1)
Noncash adjustment--underspend
(20)
--
--
--
(20)
Balance at September 30, 2018
71
--
--
4
75
Utilized--cash
(45)
--
--
--
(45)
Utilized--noncash
--
--
--
(2)
(2)
Noncash adjustment--underspend
(1)
--
--
--
(1)
Balance at September 30, 2019
$
25 $
-- $
-- $
2 $
27
Adient's fiscal 2019, 2018, 2017 and 2016 restructuring plans included workforce reductions of approximately 8,600. Restructuring charges associated with employee severance and termination benefits are paid over the severance period granted to each employee or on a lump sum basis in accordance with individual severance agreements. As of September 30, 2019, approximately 5,800 of the employees have been separated from Adient pursuant to the restructuring plans. In addition, the restructuring plans included seventeen plant closures. As of September 30, 2019, fifteen of the seventeen plants have been closed.
Adient's management closely monitors its overall cost structure and continually analyzes each of its businesses for opportunities to consolidate current operations, improve operating efficiencies and locate facilities in low cost countries in close proximity to customers. This ongoing analysis includes a review of its manufacturing, engineering, purchasing and administrative functions, as well as the overall global footprint for all its businesses. Because of the importance of new vehicle sales by major automotive manufacturers to operations, Adient is affected by the general business conditions in the automotive industry. Future adverse developments in the automotive industry could impact Adient's liquidity position, lead to impairment charges and/or require additional restructuring of its operations.
|
1 | 173536063_b1 | 173536063 | announcement of the 2016 Plan in fiscal 2016, Adient has experienced lower employee severance and termination benefit cash payouts than previously calculated of approximately $20 million, due to changes in cost reduction actions. The planned workforce reductions disclosed for the 2016 Plan have been updated for Adient's revised actions.
The following table summarizes the changes in Adient's 2016 Plan reserve:
(in millions)
Employee
Severance and
Termination Long-Lived Asset
Currency
Benefits
Impairments
Other
Translation
Total
Original Reserve
$
223 $
87 $
22 $
-- $
332
Utilized--cash
(29)
--
(1)
--
(30)
Utilized--noncash
--
(87)
--
(2)
(89)
Balance at September 30, 2016
194
--
21
(2)
213
Utilized--cash
(48)
--
(12)
--
(60)
Utilized--noncash
--
--
--
7
7
Balance at September 30, 2017
146
--
9
5
160
Utilized--cash
(55)
--
(9)
--
(64)
Utilized--noncash
--
--
--
(1)
(1)
Noncash adjustment--underspend
(20)
--
--
--
(20)
Balance at September 30, 2018
71
--
--
4
75
Utilized--cash
(45)
--
--
--
(45)
Utilized--noncash
--
--
--
(2)
(2)
Noncash adjustment--underspend
(1)
--
--
--
(1)
Balance at September 30, 2019
$
25 $
-- $
|
1 | 200001624_0 | 200001624 | Contents
The big picture 4 2016 in brief 12 Letter from the Board of Directors 14 Letter from the CEO 17 Novozymes in a nutshell
Our business 22 Trends 29 Business model 33 Strategy 35 Risk management 39 Targets 46 Outlook for 2017
Governance 49 Corporate governance 53 Board of Directors 56 Executive Leadership Team 58 Remuneration report 63 The Novozymes stock
Accounts and performance 66 Performance and primary financial statements 74 Performance and environmental data 76 Performance and social & governance data 78 Notes 151 Statements 158 Financial statements for Novozymes A/S
Novozymes A/S
2
The big picture
In 2016, our customers avoided an estimated 69 million tons of CO2 emissions by applying Novozymes' products. The savings achieved are
equivalent to taking approximately 30 million cars off the road.
Key financial performance
48%
Market leader in industrial enzymes
With an estimated 48% of the global enzyme market in 2016, Novozymes reinforced its position as the world's leading producer of industrial enzymes.
Key figures
Sales growth, organic Sales growth, DKK EBIT growth EBIT margin Net profit growth Net investments excl. acquisitions, DKKm Free cash flow before acquisitions, DKKm ROIC (including goodwill) Avg. USD/DKK
2016 realized 2017 outlook
2% 1% 2% 27.9% 8% 1,188
2-5% 3-6% 3-6% ~28% 2-5% 1,700-1,900
2,652 2,000-2,200
25.1% 673
24-25% 696
Organic sales growth
2%
Sales grew by 2% organically and by 1% in DKK. Sales to Agriculture & Feed and Technical & Pharma were the most significant contributors to organic sales growth in 2016.
Read more in Accounts & performance
EBIT margin
DKK
27.9%
EBIT margin was 27.9% in 2016, an improvement of 0.2 percentage points compared with 2015.
Net profit growth
8%
Net profit was DKK 3,050 million, an increase of 8% from DKK 2,825 million in 2015, driven by higher EBIT and lower net financial costs.
ROIC
25.1%
Return on invested capital (ROIC) including goodwill was 25.1%, 0 |
1 | 200001624_1 | 200001624 | KKm ROIC (including goodwill) Avg. USD/DKK
2016 realized 2017 outlook
2% 1% 2% 27.9% 8% 1,188
2-5% 3-6% 3-6% ~28% 2-5% 1,700-1,900
2,652 2,000-2,200
25.1% 673
24-25% 696
Organic sales growth
2%
Sales grew by 2% organically and by 1% in DKK. Sales to Agriculture & Feed and Technical & Pharma were the most significant contributors to organic sales growth in 2016.
Read more in Accounts & performance
EBIT margin
DKK
27.9%
EBIT margin was 27.9% in 2016, an improvement of 0.2 percentage points compared with 2015.
Net profit growth
8%
Net profit was DKK 3,050 million, an increase of 8% from DKK 2,825 million in 2015, driven by higher EBIT and lower net financial costs.
ROIC
25.1%
Return on invested capital (ROIC) including goodwill was 25.1%, 0.8 percentage points lower than for 2015. The decrease in ROIC was mainly a result of a higher capital base due to higher average net working capital, net investments and the acquisition of Organobalance GmbH.
The big picture 2016 in brief
4
Key sustainability performance
CO2 emission reduction
30,000,000
Employee satisfaction
"Satisfaction and motivation" score in annual employee survey
Read more in Note 7.1 Climate change
In 2016, our customers avoided an estimated 69 million tons of CO2 emissions by applying Novozymes' products. The savings achieved are equivalent to taking approximately 30 million cars off the road.
2016 realized
76
2016 target
75
Water efficiency
Energy efficiency
Frequency of occupational accidents
6%
Water efficiency improved by 6% compared with the base year 2014. This improvement was less than our target of 12%. This was due to higher than expected water consumption as well as challenges in the system for water reuse in Denmark. The increased water consumption together with the slower-thanexpected development in gross profit affected water efficiency performance. See Note 7.3.
10% 2.2
Energy efficiency improved by 10 |
1 | 200001624_2 | 200001624 | .8 percentage points lower than for 2015. The decrease in ROIC was mainly a result of a higher capital base due to higher average net working capital, net investments and the acquisition of Organobalance GmbH.
The big picture 2016 in brief
4
Key sustainability performance
CO2 emission reduction
30,000,000
Employee satisfaction
"Satisfaction and motivation" score in annual employee survey
Read more in Note 7.1 Climate change
In 2016, our customers avoided an estimated 69 million tons of CO2 emissions by applying Novozymes' products. The savings achieved are equivalent to taking approximately 30 million cars off the road.
2016 realized
76
2016 target
75
Water efficiency
Energy efficiency
Frequency of occupational accidents
6%
Water efficiency improved by 6% compared with the base year 2014. This improvement was less than our target of 12%. This was due to higher than expected water consumption as well as challenges in the system for water reuse in Denmark. The increased water consumption together with the slower-thanexpected development in gross profit affected water efficiency performance. See Note 7.3.
10% 2.2
Energy efficiency improved by 10% compared with 2014. This improvement was less than our target of 18%. This was caused by operational challenges in Novozymes' fermentation facilities and higher than expected energy consumption. The increased energy consumption together with the slower-thanexpected development in gross profit affected energy efficiency performance. See Note 7.2.
The frequency of occupational accidents decreased to 2.2 per million working hours in 2016 from 2.5 in 2015. However, this achievement was below our target of 1.7. Many accidents involved trips and falls, and some were due to mobile device distractions. Several new initiatives with focus on safety improvements were undertaken in 2016. See Note 8.2.
Key figures
2016 realized
2016 target
2017 target
Estimated reduction in CO2 emissions through our customers' application of our products, in million tons Water efficiency* Energy efficiency*
CO2 intensity*
Renewable energy
Satisfaction and motivation**
Opportunities for professional and personal development**
Occupational accidents*** Employees promoted who are women
Employee absence
RobecoSAM class rating****
69
63
72
6%
12%
4%
10%
18% |
1 | 200001624_3 | 200001624 | % compared with 2014. This improvement was less than our target of 18%. This was caused by operational challenges in Novozymes' fermentation facilities and higher than expected energy consumption. The increased energy consumption together with the slower-thanexpected development in gross profit affected energy efficiency performance. See Note 7.2.
The frequency of occupational accidents decreased to 2.2 per million working hours in 2016 from 2.5 in 2015. However, this achievement was below our target of 1.7. Many accidents involved trips and falls, and some were due to mobile device distractions. Several new initiatives with focus on safety improvements were undertaken in 2016. See Note 8.2.
Key figures
2016 realized
2016 target
2017 target
Estimated reduction in CO2 emissions through our customers' application of our products, in million tons Water efficiency* Energy efficiency*
CO2 intensity*
Renewable energy
Satisfaction and motivation**
Opportunities for professional and personal development**
Occupational accidents*** Employees promoted who are women
Employee absence
RobecoSAM class rating****
69
63
72
6%
12%
4%
10%
18%
7%
16%
20%
9%
24%
24%
24%
76
75
79
75
2.2
1.7
36% 40%
2.0
2.0% Silver
2.0% Medal
2.0% Medal
* Efficiency/intensity is measured by dividing net consumption by gross profit. The improvement is calculated as the relative improvement in efficiency/intensity compared with the base year 2014.
** Score in annual employee survey. *** Per million working hours. **** The distribution of medals will be announced in RobecoSAM's
Sustainability Yearbook on Jan. 19, 2017. We expect silver.
RobecoSAM class rating Silver
Read more in Accounts & performance
The big picture 2016 in brief
5
Sales by geography
-5%
organic sales growth
34% of sales
North America Sales declined by 5% organically and in DKK compared with 2015. Sales to Household Care increased, whereas all other areas declined.
10% of sales
4%
organic sales growth
Latin America Sales increased by |
1 | 200001624_b0 | 200001624 | Compact principles, our report index based on the Global Reporting Initiative (GRI), as well as detailed sustainability data from our main activities in Argentina, Brazil, Canada, China, Denmark, India, the UK and the US.
The report has been produced in accordance with International Financial Reporting Standards (IFRS), the Danish Financial Statements Act and the additional requirements of Nasdaq Copenhagen A/S for the presentation of financial statements by listed companies. It has also been inspired by the GRI's G4 Sustainability Reporting Guidelines.
Forward-looking statements This annual report contains forward-looking statements, including statements about future events, future financial performance, plans, strategies and expectations. Forward-looking statements are associated with words such as, but not limited to, "believe," "anticipate," "expect," "estimate," "intend," "plan," "project," "could," "may," "might" and other words of similar meaning.
Forward-looking statements are by their very nature associated with risks and uncertainties that may cause actual results to differ materially from expectations, both positively and negatively. The risks and uncertainties may, among other things, include unexpected developments in i) the ability to develop and market new products; ii) the demand for Novozymes' products, market-driven price decreases, industry consolidation, and launches of competing products or disruptive technologies in Novozymes' core areas; iii) the ability to protect and enforce the company's intellectual property rights; iv) significant litigation or breaches of contract; v) the materialization of the company's growth platforms, notably the opportunity for marketing biomass conversion technologies or the development of microbial solutions for broad-acre crops; vi) political conditions, such as acceptance of enzymes produced by genetically modified organisms; vii) global economic and capital market conditions, including, but not limited to, currency exchange rates (USD/DKK and EUR/DKK in particular, but not exclusively), interest rates and inflation; viii) significant price decreases for inputs and materials that compete with Novozymes' biological solutions. The company undertakes no duty to update any forward-looking statements as a result of future developments or new information.
Accounts and performance About the report
174
re t h i Exploreouronlinereportat
report2016.novozymes.com
© Novozymes A/S Novozymes A/S | Krogshoejvej 36 | 2880 Bagsvaerd | Denmark
|
1 | 200001624_b1 | 200001624 |
Text The editorial team from Novozymes, headed by Global Communications
Photography Lasse Bech Martinussen, Lars Just and Thorbjørn Hansen
Design & web BystedFFW
Editing & proofreading Borella projects
Reporting and audits The website contains The Novozymes Report 2016 which, pursuant to section 149 of the Danish Financial Statements Act, is an extract of the company's annual report and the financial statements of the parent company Novozymes A/S. Together these form the company's annual report that is filed with the Danish Business Authority.
PwC has audited the consolidated financial statements, the parent company financial statements, and the environmental and social data. PwC has also been the sustainability assurance provider, basing its assurance on the AA1000 Assurance Standard (2008).
The audit covers financial, environmental and social data. These are marked "Audited by PwC." See also the statements in the report.
PwC has not audited the sections of the report
found under the headings The big picture, Our business, Governance and Sustainability indices & data. The Sustainability indices & data section includes our Communication on Progress with respect to the UN Global Compact principles, our report index based on the Global Reporting Initiative (GRI), as well as detailed sustainability data from our main activities in Argentina, Brazil, Canada, China, Denmark, India, the UK and the US.
The report has been produced in accordance with International Financial Reporting Standards (IFRS), the Danish Financial Statements Act and the additional requirements of Nasdaq Copenhagen A/S for the presentation of financial statements by listed companies. It has also been inspired by the GRI's G4 Sustainability Reporting Guidelines.
Forward-looking statements This annual report contains forward-looking statements, including statements about future events, future financial performance, plans, strategies and expectations. Forward-looking statements are associated with words such as, but not limited to, "believe," "anticipate," "expect," "estimate," "intend," "plan," "project," "could," "may," "might" and other words of similar meaning.
Forward-looking statements are by their very nature associated with risks and uncertainties that may cause actual results to differ materially from expectations, both positively and negatively. The risks and uncertainties may, among other things, include unexpected developments in i) the ability to develop and market new products; ii) the demand |
1 | 200001625_0 | 200001625 | Contents
The big picture
Governance
Accounts and performance
2015 in brief
4 Corporate governance
47 Performance and primary financial statements
63
Letter from the Board of Directors
11 Board of Directors
51 Performance and environmental data
72
Letter from the CEO
13 Executive Leadership Team
54 Performance and social & governance data
74
Novozymes at a glance
16 Remuneration report
56 Notes
75
The Novozymes stock
60 Statements
138
Our business
Market trends Business model Strategy Risk management Targets Outlook for 2016
Financial statements for Novozymes A/S
143
Content 20 25
29
32
36
43 "Contents" written in Bioscript,
a custom font exclusively owned by Novozymes and originating in our logo.
The big picture
2015 in brief
Financial performance
48%
Market leader in industrial enzymes
In 2015, the world market for industrial enzymes expanded by 10% to an estimated DKK 25 billion, driven mainly by currencies. Novozymes remained the market leader with a 48% share of the market.
Distribution of generated value
In 2015, Novozymes' generated value amounted to DKK 14,104 million. 86% of this amount was returned to society through the purchase of goods and services from suppliers, wages and pensions to our 6,485 employees, various types of taxes and duties to the community, and dividend and financial costs to our capital providers. The remaining 14% was reinvested in Novozymes to develop the company, and ensure competitiveness and future value generation for distribution among key stakeholders.
In addition to the 8% returned to capital providers, Novozymes bought back shares worth DKK 2 billion in 2015.
Sales
Suppliers Purchase of goods and services, etc. 42%
Distributed value Generated value (DKK 14,104 million)
ORGANIC SALES
GROWTH
4%
DKK
EBIT MARGIN
27.7%
ROIC
25.9%
4 THE BIG PICTURE 2015 in brief
Financial and other income
Community Corporation tax, other taxes and duties 10%
Employees Wages, pensions, etc. 26%
Capital providers Financial costs, dividend, etc |
1 | 200001625_1 | 200001625 | the market.
Distribution of generated value
In 2015, Novozymes' generated value amounted to DKK 14,104 million. 86% of this amount was returned to society through the purchase of goods and services from suppliers, wages and pensions to our 6,485 employees, various types of taxes and duties to the community, and dividend and financial costs to our capital providers. The remaining 14% was reinvested in Novozymes to develop the company, and ensure competitiveness and future value generation for distribution among key stakeholders.
In addition to the 8% returned to capital providers, Novozymes bought back shares worth DKK 2 billion in 2015.
Sales
Suppliers Purchase of goods and services, etc. 42%
Distributed value Generated value (DKK 14,104 million)
ORGANIC SALES
GROWTH
4%
DKK
EBIT MARGIN
27.7%
ROIC
25.9%
4 THE BIG PICTURE 2015 in brief
Financial and other income
Community Corporation tax, other taxes and duties 10%
Employees Wages, pensions, etc. 26%
Capital providers Financial costs, dividend, etc. 8%
Novozymes for future value generation Net profit less dividend 14%
2015 in brief
Social and environmental performance
25,000,000
CO2 emissions saved
In 2015, our customers avoided an estimated 60 million tons of CO2 emissions by applying Novozymes' products. The savings achieved are equivalent to taking approximately 25 million cars off the road.
WATER EFFICIENCY IMPROVED BY
9%
ENERGY EFFICIENCY IMPROVED BY
15%
2.5
OCCUPATIONAL ACCIDENTS WITH ABSENCE PER MILLION WORKING HOURS
Water efficiency
Water efficiency improved by 9% compared with 2014. This improvement was less than our target of 10%. A new system for water reuse at a major production site could not be implemented to its full capacity, but is now ramping up.
Energy efficiency
Energy efficiency improved by 15% compared with the 2014 baseline, as a result of continuous process optimizations and the implementation of many energy-saving projects. This performance exceeded our target of 10%.
Occupational accidents
Despite a strong focus on employee safety, the frequency of occupational accidents increased to 2.5 per million working hours in |
1 | 200001625_2 | 200001625 | . 8%
Novozymes for future value generation Net profit less dividend 14%
2015 in brief
Social and environmental performance
25,000,000
CO2 emissions saved
In 2015, our customers avoided an estimated 60 million tons of CO2 emissions by applying Novozymes' products. The savings achieved are equivalent to taking approximately 25 million cars off the road.
WATER EFFICIENCY IMPROVED BY
9%
ENERGY EFFICIENCY IMPROVED BY
15%
2.5
OCCUPATIONAL ACCIDENTS WITH ABSENCE PER MILLION WORKING HOURS
Water efficiency
Water efficiency improved by 9% compared with 2014. This improvement was less than our target of 10%. A new system for water reuse at a major production site could not be implemented to its full capacity, but is now ramping up.
Energy efficiency
Energy efficiency improved by 15% compared with the 2014 baseline, as a result of continuous process optimizations and the implementation of many energy-saving projects. This performance exceeded our target of 10%.
Occupational accidents
Despite a strong focus on employee safety, the frequency of occupational accidents increased to 2.5 per million working hours in 2015, which was above our target of 1.7.
Key performance
2015 2015 target
SOCIETY
Estimated reduction in CO2 emissions
60
50
through our customers' application of our
products, in million tons
NOVOZYMES
Water efficiency*
9%
Energy efficiency*
15%
CO2 intensity*
17%
Renewable energy
24%
Number of employees on Dec. 31
6,485
"Satisfaction and motivation" score in
77
employee survey
"Opportunities for professional and
80
personal development" score in employee
survey
Frequency of occupational accidents (per 2.5
million working hours)
Employees promoted are women
41%
Employee absence
2.0%
RobecoSAM class rating
Medal**
CDP (Carbon Disclosure Project) score
A-
10% 10%
4% 24%
75
75
< 1.7
35% |
1 | 200001625_3 | 200001625 | 2015, which was above our target of 1.7.
Key performance
2015 2015 target
SOCIETY
Estimated reduction in CO2 emissions
60
50
through our customers' application of our
products, in million tons
NOVOZYMES
Water efficiency*
9%
Energy efficiency*
15%
CO2 intensity*
17%
Renewable energy
24%
Number of employees on Dec. 31
6,485
"Satisfaction and motivation" score in
77
employee survey
"Opportunities for professional and
80
personal development" score in employee
survey
Frequency of occupational accidents (per 2.5
million working hours)
Employees promoted are women
41%
Employee absence
2.0%
RobecoSAM class rating
Medal**
CDP (Carbon Disclosure Project) score
A-
10% 10%
4% 24%
75
75
< 1.7
35% 2.0% Medal
A List
SUPPLIERS Adherence to the supplier program for responsible sourcing
100%
96.5%
* Compared with the 2014 baseline. ** The distribution of medals will be announced in RobecoSAM's Sustainability Yearbook, published January 20, 2016.
5 THE BIG PICTURE 2015 in brief
2015 in brief
Organic sales by geography
36% 3% OF SALES
ORGANIC SALES
North America
GROWTH
Sales increased by 3%
organically and by 17% in DKK
compared with 2014. Sales to the
Agriculture & Feed and Technical &
Pharma industries were the main
drivers of sales growth, whereas
sales to the Bioenergy and
Household Care industries
decreased.
10% 6% OF SALES
Latin America Sales increased by 6%
ORGANIC SALES GROWTH
organically and by 12% in DKK
compared with 2014. Sales to
the Agriculture & Feed and Food &
Beverages industries were the |
1 | 200001625_b0 | 200001625 | statements in the report.
PwC has not audited the sections of the report found under the headings The big picture, Our business, Governance and Supplementary reporting. The Supplementary reporting includes our Communication on Progress with respect to the UN Global Compact principles, our report index based on the Global Reporting Initiative (GRI), as well as detailed sustainability data from our activities in Argentina, Brazil, Canada, China, Denmark, India, the U.K. and the U.S.
The report has been produced in accordance with International Financial Reporting Standards (IFRS), the Danish Financial Statements Act and the additional requirements of Nasdaq Copenhagen A/S for the presentation of financial statements by listed companies. It has also been prepared as an element of
Novozymes' reporting according to the GRI's G4 Sustainability Reporting Guidelines. Forward-looking statements This annual report contains forward-looking statements, including statements about future events, future financial performance, plans, strategies and expectations. Forward-looking statements are associated with words such as, but not limited to, "believe," "anticipate," "expect," "estimate," "intend," "plan," "project," "could," "may," "might" and other words of similar meaning.
Forward-looking statements are by their very nature associated with risks and uncertainties that may cause actual results to differ materially from expectations, both positively and negatively. The risks and uncertainties may, among other things, include unexpected developments in i) the ability to develop and market new products; ii) the demand for Novozymes' products, market-driven price decreases, industry consolidation, and launches of competing products or disruptive technologies in Novozymes' core areas; iii) the ability to protect and enforce the company's intellectual property rights; iv) significant litigation or breaches of contract; v) the materialization of the company's growth platforms, notably the opportunity for marketing biomass conversion technologies or the development of microbial solutions for broad-acre crops; vi) political conditions, such as acceptance of enzymes produced by genetically modified organisms; vii) global economic and capital market conditions, including, but not limited to, currency exchange rates (USD/ DKK and EUR/DKK in particular, but not exclusively), interest rates and inflation; viii) significant price decreases for inputs and materials that compete with Novozymes' biological solutions. The company undertakes no duty to update any forwardlooking statements as a result of future developments or new information.
|
1 | 200001625_b1 | 200001625 | ozymes.com | tel. +45 3077 1278
Amanda Howitz, Corporate Communications
aho@novozymes.com
Text
The editorial team from Novozymes, headed by
Corporate Communications
Design & web Bysted A/S
Editing &
Borella projects
proofreading
© Novozymes A/S Novozymes A/S | Krogshoejvej 36 | 2880 Bagsvaerd | Denmark
Reporting and audits The website contains The Novozymes Report 2015 (which, pursuant to section 149 of the Danish Financial Statements Act, is an extract of the company's annual report) and the financial statements of the parent company Novozymes A/S. Together these form the company's annual report, which will be filed with the Danish Business Authority.
PwC has audited the consolidated financial statements, the parent company financial statements, and environmental and social data. PwC has also been the sustainability assurance provider and has based the assurance on the AA1000 Assurance Standard (2008).
The audit covers financial, environmental and social data. These are marked "Audited by PwC." See also the statements in the report.
PwC has not audited the sections of the report found under the headings The big picture, Our business, Governance and Supplementary reporting. The Supplementary reporting includes our Communication on Progress with respect to the UN Global Compact principles, our report index based on the Global Reporting Initiative (GRI), as well as detailed sustainability data from our activities in Argentina, Brazil, Canada, China, Denmark, India, the U.K. and the U.S.
The report has been produced in accordance with International Financial Reporting Standards (IFRS), the Danish Financial Statements Act and the additional requirements of Nasdaq Copenhagen A/S for the presentation of financial statements by listed companies. It has also been prepared as an element of
Novozymes' reporting according to the GRI's G4 Sustainability Reporting Guidelines. Forward-looking statements This annual report contains forward-looking statements, including statements about future events, future financial performance, plans, strategies and expectations. Forward-looking statements are associated with words such as, but not limited to, "believe," "anticipate," "expect," "estimate," "intend," "plan," "project," "could," "may," "might" and other |
1 | 200001626_0 | 200001626 | Contents
THE BIG PICTURE
The year in brief Letter from the Board of Directors Letter from the CEO Novozymes at a glance
PERFORMANCE
2014 performance overview Financial performance Environmental performance Social performance Governance performance The Novozymes stock
BUSINESS & STRATEGY
ACCOUNTS & DATA
4 Value creation model
30 Consolidated statements of income
58
7 Market trends
31 Consolidated balance sheet
59
8 Strategy
35 Consolidated statement of shareholders' equity
60
10 Targets & outlook
37 Consolidated statement of cash flows
61
Risk management
43 Environmental and social data
62
Notes
64
Statements
134
15 GOVERNANCE
Financial statements for Novozymes A/S
139
15 Board of Directors & Executive Leadership Team
49
21 Corporate governance
54
22
24
27
THE BIG PICTURE
The year in brief
48%
MARKET LEADER IN INDUSTRIAL ENZYMES
With an estimated 48% of the global enzyme market in 2014, Novozymes has strengthened its position as the world's leading producer of industrial enzymes.
ORGANIC SALES GROWTH
7%
EBIT MARGIN
27.2%
ROIC
23.1%
CO2 EMISSION REDUCTION
In 2014, customers reduced their CO2 emissions by an estimated 60 million tons through the application of Novozymes' products, equivalent to taking 25 million cars off the road.
25,000,000
4 THE BIG PICTURE The year in brief
INDUSTRY
ORGANIC SALES GROWTH IN 2014
HOUSEHOLD CARE
4%
FOOD & BEVERAGES
4%
19% BIOENERGY
AGRICULTURE & FEED
7%
TECHNICAL & PHARMA
9%
2014 ORGANIC SALES GROWTH BY REGION
North America
34%
of total sales
11%
growth
Latin America
11%
of total sales
7%
growth
Explore Novozymes' interactive map at www.report |
1 | 200001626_1 | 200001626 | % of the global enzyme market in 2014, Novozymes has strengthened its position as the world's leading producer of industrial enzymes.
ORGANIC SALES GROWTH
7%
EBIT MARGIN
27.2%
ROIC
23.1%
CO2 EMISSION REDUCTION
In 2014, customers reduced their CO2 emissions by an estimated 60 million tons through the application of Novozymes' products, equivalent to taking 25 million cars off the road.
25,000,000
4 THE BIG PICTURE The year in brief
INDUSTRY
ORGANIC SALES GROWTH IN 2014
HOUSEHOLD CARE
4%
FOOD & BEVERAGES
4%
19% BIOENERGY
AGRICULTURE & FEED
7%
TECHNICAL & PHARMA
9%
2014 ORGANIC SALES GROWTH BY REGION
North America
34%
of total sales
11%
growth
Latin America
11%
of total sales
7%
growth
Explore Novozymes' interactive map at www.report2014.novozymes.com
Europe, Middle East & Africa
38%
of total sales
8%
growth
Asia Pacific
17%
of total sales
-2%
growth
FREQUENCY OF ACCIDENTS AT AN ALL-TIME LOW
In 2014, we reached an all-time low frequency of occupational accidents with leave of 1.7 per million working hours.
1.7accidents per
1,000,000 working hours
Frequency of accidents per million working hours
6 4.1
4
2
0 2010
4.3 2011
3.0 2012
2.4 2013
1.7 2014
NEW LONG-TERM TARGETS
IMPACT TARGETS
REACH
6 billion people with our biological solutions by 2020
EDUCATE
1 million people about the potential of biology from 2015 to 2020
CATALYZE
5 global partnerships for change from 2015 to 2020
DELIVER
10 transformative innovations from 2015 to 2020
SAVE
100 million tons of CO2 by 2020
ENABLE
Novozymes' employees to develop by 2020
FINANCIAL TARGETS
|
1 | 200001626_2 | 200001626 | 2014.novozymes.com
Europe, Middle East & Africa
38%
of total sales
8%
growth
Asia Pacific
17%
of total sales
-2%
growth
FREQUENCY OF ACCIDENTS AT AN ALL-TIME LOW
In 2014, we reached an all-time low frequency of occupational accidents with leave of 1.7 per million working hours.
1.7accidents per
1,000,000 working hours
Frequency of accidents per million working hours
6 4.1
4
2
0 2010
4.3 2011
3.0 2012
2.4 2013
1.7 2014
NEW LONG-TERM TARGETS
IMPACT TARGETS
REACH
6 billion people with our biological solutions by 2020
EDUCATE
1 million people about the potential of biology from 2015 to 2020
CATALYZE
5 global partnerships for change from 2015 to 2020
DELIVER
10 transformative innovations from 2015 to 2020
SAVE
100 million tons of CO2 by 2020
ENABLE
Novozymes' employees to develop by 2020
FINANCIAL TARGETS
8-10%
organic sales growth on average
26%
EBIT margin
25%
ROIC incl. goodwill
5 THE BIG PICTURE The year in brief
Five-year summary
DKK million
Income statement Revenue Gross profit EBITDA Operating profit / EBIT Financial items, net Net profit
Balance sheet Total assets Shareholders' equity Invested capital Net interest-bearing debt
Investments and cash flows Cash flow from operating activities Purchases of property, plant and equipment Net investments excluding acquisitions and The BioAg Alliance impact Free cash flow before net acquisitions and securities Business acquisitions and purchase of financial assets Free cash flow
2014
2013
2012
2011
2010
2014
2013
2012
2011
2010
12,459 7,149 4,400 3,384 (105) 2,525
11,746 6,716 3,639 2,901 (142) 2,201
11,234 6,423 3,448 2,745 (161) 2,016
10,510 5,908 3,126 2,340 75 1,828
9,724 5, |
1 | 200001626_3 | 200001626 | 8-10%
organic sales growth on average
26%
EBIT margin
25%
ROIC incl. goodwill
5 THE BIG PICTURE The year in brief
Five-year summary
DKK million
Income statement Revenue Gross profit EBITDA Operating profit / EBIT Financial items, net Net profit
Balance sheet Total assets Shareholders' equity Invested capital Net interest-bearing debt
Investments and cash flows Cash flow from operating activities Purchases of property, plant and equipment Net investments excluding acquisitions and The BioAg Alliance impact Free cash flow before net acquisitions and securities Business acquisitions and purchase of financial assets Free cash flow
2014
2013
2012
2011
2010
2014
2013
2012
2011
2010
12,459 7,149 4,400 3,384 (105) 2,525
11,746 6,716 3,639 2,901 (142) 2,201
11,234 6,423 3,448 2,745 (161) 2,016
10,510 5,908 3,126 2,340 75 1,828
9,724 5,412 2,796 2,117
6 1,614
18,426 11,280 10,535
(716)
16,506 11,066 11,871
805
15,113 9,568
10,998 1,430
13,842 8,824 9,843 1,019
12,593 7,836 8,182 346
4,525 703
2,599 762
2,758 1,128
2,709 1,290
2,324 1,326
Key ratios
Revenue growth, DKK
%
6
5
7
8
Revenue growth, LCY
%
7
8
3
10
Revenue growth, organic
%
7
7
4
7
R&D costs (% of revenue)
%
14.8
13.0
13.6
13.9
Gross margin
%
57.4
57.2
57.2
|
1 | 200001626_b0 | 200001626 | . These are marked "Audited by PwC." See also the statements in the report.
PwC has not audited the sections of the report found under the headings The big picture, Performance, Business & strategies, Governance and Supplementary reporting. The Supplementary reporting includes our Communication on Progress with respect to the UN Global Compact principles, our report index based on the Global Reporting Initiative (GRI), as well as detailed sustainability data from our activities in Argentina, Brazil, Canada, China, Denmark, India, the U.K. and the U.S.
The report has been produced in accordance with International Financial Reporting Standards (IFRS), the Danish Financial Statements Act and the additional requirements of
Forward-looking statements
This annual report contains forward-looking statements, including statements about future events, future financial performance, plans, strategies and expectations. Forwardlooking statements are associated with words such as, but not limited to, "believe," "anticipate," "expect," "estimate," "intend," "plan," "project," "could," "may," "might" and other words of similar meaning.
Forward-looking statements are by their very nature associated with risks and uncertainties that may cause actual results to differ materially from expectations, both positively and negatively. The risks and uncertainties may, among other things, include unexpected developments in i) the ability to develop and market new products; ii) the demand for Novozymes' products, market-driven price decreases, industry consolidation, and launches of competing products or disruptive technologies in Novozymes' core areas; iii) the ability to protect and enforce the company's intellectual property rights; iv) significant litigation or breaches of contract; v) the materialization of the company's growth platforms, notably the opportunity for marketing biomass conversion technologies or the development of microbial solutions for broad-acre crops; vi) political conditions, such as acceptance of enzymes produced by genetically modified organisms; vii) global economic and capital market conditions, including, but not limited to, currency exchange rates (USD/DKK & EUR/DKK in particular, but not exclusively), interest rates and inflation; viii) significant price decreases for inputs and materials that compete with Novozymes' biological solutions. The company undertakes no duty to update any forward-looking statements as a result of future developments or new information.
Novozymes A/S | Krogshoejvej 36 | 2880 Bagsvaerd | Denmark
|
1 | 200001626_b1 | 200001626 | ymes.com | tel. +1 919 494 3483 Maria Carlsen, Corporate Sustainability mcrx@novozymes.com | tel. +45 3077 0121 Kristian Bagge Hansen, Corporate Communications kbah@novozymes.com | tel. +45 3077 1243 The editorial team from Novozymes, headed by Corporate Communications Lasse Bech Martinussen and Nana Reimers
Design & web Bysted A/S
Editing &
Borella projects
proofreading
© Novozymes A/S
Reporting and audits
The website contains The Novozymes Report 2014 (which, pursuant to section 149 of the Danish Financial Statements Act, is an extract of the company's annual report) and the financial statements of the parent company Novozymes A/S. Together these form the company's annual report, which will be filed with the Danish Business Authority.
PwC has audited the consolidated financial statements, the parent company financial statements, and environmental and social data. PwC has also been the sustainability assurance provider and has based the assurance on the AA1000 Assurance Standard (2008).
The audit covers financial, environmental and social data. These are marked "Audited by PwC." See also the statements in the report.
PwC has not audited the sections of the report found under the headings The big picture, Performance, Business & strategies, Governance and Supplementary reporting. The Supplementary reporting includes our Communication on Progress with respect to the UN Global Compact principles, our report index based on the Global Reporting Initiative (GRI), as well as detailed sustainability data from our activities in Argentina, Brazil, Canada, China, Denmark, India, the U.K. and the U.S.
The report has been produced in accordance with International Financial Reporting Standards (IFRS), the Danish Financial Statements Act and the additional requirements of
Forward-looking statements
This annual report contains forward-looking statements, including statements about future events, future financial performance, plans, strategies and expectations. Forwardlooking statements are associated with words such as, but not limited to, "believe," "anticipate," "expect," "estimate," "intend," "plan," "project," "could," "may," "might" and other words of similar meaning.
Forward-looking statements are by their very nature associated with risks and uncertainties that may cause actual results to differ |
1 | 200002385_0 | 200002385 | Cobham plc Annual Report and Accounts 2016
Highlights of the Year
Cobham offers an innovative range of technologies and services to solve challenging problems in commercial and defence and security markets
Front cover image: Advanced microelectronics and electronic warfare systems More than 100 Cobham components are onboard every F-35 Lightning II, including microelectronic components, microwave systems, motion control solutions for the Electro-optical Targeting System gimbal, communications cryptography chips, pilot survival products and aerial refuelling equipment. (Credit: Lockheed Martin)
Inside cover image: Aerial refuelling and aircraft components Cobham provides a wide range of components for the KC-46 tanker aircraft, in addition to its next generation aerial refuelling systems. These include intricate oxygen shutoff valves, sensors and regulators, high capacity fuel tanks, and a range of antennas. (Credit: Boeing)
Cobham is a leading global technology and services innovator, respected for providing solutions for the most challenging problems, from deep space to the depths of the ocean.
We employ about 11,000 people primarily in the US, UK and Europe and Australia. We have customers and partners in more than 100 countries.
Total revenue
£1,943.9m
(2015: £2,072.0m)
Free cash flow
£50.7m
(2015: £105.5m)
Earnings per ordinary share underlying*
9.0p
(2015: 16.5p**)
Earnings per ordinary share basic*
(52.8)p
(2015: (2.8)p**)
Contents
2016 Results
-- Underlying operating profit: impacted by weaknesses in management and financial controls; contractual and commercial failures and, in a few businesses, more challenging market conditions
-- Balance sheet review: impairments of £573.8m and other charges of £236.8m, including KC-46
2017 Priorities
-- Management focus: better control and execution, improved customer relationships, simplification of systems, processes and reporting, combined with strong and visible leadership
Actions to address the balance sheet
-- Financial position: targeting a net debt/EBITDA gearing ratio of 1.5x
-- Rights Issue: Board to raise £500m, by way of a rights issue, which is full underwritten on a standby basis; anticipated to be completed during second |
1 | 200002385_1 | 200002385 | 943.9m
(2015: £2,072.0m)
Free cash flow
£50.7m
(2015: £105.5m)
Earnings per ordinary share underlying*
9.0p
(2015: 16.5p**)
Earnings per ordinary share basic*
(52.8)p
(2015: (2.8)p**)
Contents
2016 Results
-- Underlying operating profit: impacted by weaknesses in management and financial controls; contractual and commercial failures and, in a few businesses, more challenging market conditions
-- Balance sheet review: impairments of £573.8m and other charges of £236.8m, including KC-46
2017 Priorities
-- Management focus: better control and execution, improved customer relationships, simplification of systems, processes and reporting, combined with strong and visible leadership
Actions to address the balance sheet
-- Financial position: targeting a net debt/EBITDA gearing ratio of 1.5x
-- Rights Issue: Board to raise £500m, by way of a rights issue, which is full underwritten on a standby basis; anticipated to be completed during second quarter of 2017
Outlook
-- Medium term: leverage Cobham's strong capabilities and market positions into improved operating and financial performance, from a business model that produces an attractive and sustainable returns profile
*For definitions refer to page 144 **Restated for the bonus element of the June 2016 rights issue.
Strategic Report
Group at a Glance
02
Chairman's Statement
04
Chief Executive Officer's Statement
06
Our Markets
08
Our Business Model
10
Our Capabilities
12
Our Strategy and Key Performance Indicators 16
Communications and Connectivity Sector 20
Mission Systems Sector
22
Advanced Electronic Solutions Sector
24
Aviation Services Sector
26
Financial Review
28
Principal Risks
34
Corporate Responsibility and Sustainability 40
Corporate Governance
Board of Directors
44
Corporate Governance Report
48
Compliance with the UK
Corporate Governance Code
53
Nomination Committee Report
54
Audit Committee Report
56
Directors' |
1 | 200002385_2 | 200002385 | quarter of 2017
Outlook
-- Medium term: leverage Cobham's strong capabilities and market positions into improved operating and financial performance, from a business model that produces an attractive and sustainable returns profile
*For definitions refer to page 144 **Restated for the bonus element of the June 2016 rights issue.
Strategic Report
Group at a Glance
02
Chairman's Statement
04
Chief Executive Officer's Statement
06
Our Markets
08
Our Business Model
10
Our Capabilities
12
Our Strategy and Key Performance Indicators 16
Communications and Connectivity Sector 20
Mission Systems Sector
22
Advanced Electronic Solutions Sector
24
Aviation Services Sector
26
Financial Review
28
Principal Risks
34
Corporate Responsibility and Sustainability 40
Corporate Governance
Board of Directors
44
Corporate Governance Report
48
Compliance with the UK
Corporate Governance Code
53
Nomination Committee Report
54
Audit Committee Report
56
Directors' Remuneration Report
62
Other Statutory Information
78
Statement of Directors' Responsibility
81
Group Financial Statements
Independent Auditors' Report
82
Group Financial Statements
87
Parent Company
Independent Auditors' Report
132
Parent Company
Financial Statements
133
Other Information
Group Financial Record
140
Shareholder Information
141
Glossary
142
Definitions
144
Visit us online at www.cobham.com
You can also view this Annual Report and Accounts online at www.cobhaminvestors.com
The Company is registered in England and Wales under company number 30470. The Company's registered office is Brook Road, Wimborne, Dorset, BH21 2BJ, England.
The Annual Report and Accounts contains certain forward looking statements with regard to the operations, performance and financial condition of the Group. By their nature, these statements involve uncertainty since future events and circumstances can cause results to differ from those anticipated. Nothing contained in this Annual Report and Accounts should be construed as a profit forecast.
www.cobham.com
|
1 | 200002385_3 | 200002385 | Remuneration Report
62
Other Statutory Information
78
Statement of Directors' Responsibility
81
Group Financial Statements
Independent Auditors' Report
82
Group Financial Statements
87
Parent Company
Independent Auditors' Report
132
Parent Company
Financial Statements
133
Other Information
Group Financial Record
140
Shareholder Information
141
Glossary
142
Definitions
144
Visit us online at www.cobham.com
You can also view this Annual Report and Accounts online at www.cobhaminvestors.com
The Company is registered in England and Wales under company number 30470. The Company's registered office is Brook Road, Wimborne, Dorset, BH21 2BJ, England.
The Annual Report and Accounts contains certain forward looking statements with regard to the operations, performance and financial condition of the Group. By their nature, these statements involve uncertainty since future events and circumstances can cause results to differ from those anticipated. Nothing contained in this Annual Report and Accounts should be construed as a profit forecast.
www.cobham.com
Cobham plc Annual Report and Accounts 2016
01
Group at a Glance
Cobham has four Sectors with differentiated technology and leading market positions
The Group in 2016 Cobham offers technologies and services that solve challenging problems for our customers across commercial, defence and security markets. It has leading market positions in air-to-air refuelling; aviation services; wireless; audio, video and data communications, including satellite communications; defence electronics; life support and mission equipment.
Our revenue split by:
Sector (%)
Aviation Services 18%
Advanced Electronic Solutions 26%
Cobham has four Sectors, each with differentiated technology and leading market positions. The Sectors operate at the subsystem and component level in their markets. The Aviation Services Sector benefits from long term contracts, which bring additional visibility to the Group's order book.
£1,943.9m
(2015: £2,072.0m)
Communications & Connectivity 36%
Mission Systems 20%
Market (%)
Commercial 41%
US defence/security 34%
UK, RoW defence /security 25%
Communications and Connectivity Provides high performance equipment and |
1 | 200002385_b0 | 200002385 | cash flow is defined as net cash from operating activities plus dividends received from joint ventures, less cash flows related to the purchase or disposal of property, plant, equipment and intangible assets but excluding payments relating to business acquisition and divestment related activities. Operating cash flow is free cash flow before payment of tax, interest and restructuring costs.
Net debt Net debt is defined as the net of borrowings less cash and cash equivalents at the balance sheet date.
Geographical sectors When providing sectoral analysis by geography, US revenue includes revenue to US based customers on programmes which could be designated as export and is therefore UK, RoW defence/security from a market analysis perspective.
144
Cobham plc Annual Report and Accounts 2015
www.cobham.com
Find more online Our website provides further information including shareholder services and governance, details of our products and services, corporate responsibility and sustainability, and more at:
www.cobham.com
Investor information and share price performance www.cobhaminvestors.com
Corporate responsibility and sustainability www.cobhamsustainability.com
Products and service offerings www.cobham.com
Designed and produced by: Addison Group www.addison-group.net
Printed by: Park Communications on FSC® certified paper.
Park is an EMAS certified company and its Environmental Management System is certified to ISO 14001.
100% of the inks used are vegetable oil based, 95% of press chemicals are recycled for further use and, on average, 99% of any waste associated with this production will be recycled.
This document is printed on Amadeus coated 50 silk, a paper containing 50% recycled fibre (25% post consumer and 25% pre consumer) and 50% virgin fibre sourced from well managed, responsible, FSC® certified forests. The pulp used in this product is bleached using an elemental chlorine free (ECF) process.
When you have finished with this report, please pass it on to other interested parties or remove the cover and dispose of it in your recycled paper waste.
The most important thing we build is trust
Cobham plc
Brook Road, Wimborne, Dorset, BH21 2BJ, UK T: +44 (0)1202 882020 F: +44 (0)1202 840523
www.cobham.com
|
1 | 200002385_b1 | 200002385 | profit include the amortisation of intangible assets arising on business combinations, gains or losses arising on business divestments, adjustments to businesses held for sale, the writing off of the pre-acquisition profit element of inventory written up on acquisition, revaluation gains and losses arising on the original equity interests on stepped acquisitions, other direct costs associated with business combinations and terminated divestments, and adjustments to contingent consideration related to previously acquired businesses.
Business restructuring costs relate to the restructuring of the Group's portfolio which are incremental to normal operations. Where restructuring costs are incurred as a result of the on-going execution of Group strategy, such costs are included within administrative expenses and are not excluded from underlying results.
In 2016 additional exceptional items excluded from underlying results due to their unusual size and incidence arose out of the January 2017 Balance Sheet review and include revisions to the carrying value of assets, changes in estimates of fixed price contract profitability and the assessment of legal and other provisions.
Underlying profit before taxation is defined as underlying operating profit less net underlying finance costs, which exclude business acquisition and divestment related items and non-recurring finance costs (such as costs associated with the early repayment of senior notes following the June 2016 rights issue).
Free cash flow and operating cash flow Free cash flow is defined as net cash from operating activities plus dividends received from joint ventures, less cash flows related to the purchase or disposal of property, plant, equipment and intangible assets but excluding payments relating to business acquisition and divestment related activities. Operating cash flow is free cash flow before payment of tax, interest and restructuring costs.
Net debt Net debt is defined as the net of borrowings less cash and cash equivalents at the balance sheet date.
Geographical sectors When providing sectoral analysis by geography, US revenue includes revenue to US based customers on programmes which could be designated as export and is therefore UK, RoW defence/security from a market analysis perspective.
144
Cobham plc Annual Report and Accounts 2015
www.cobham.com
Find more online Our website provides further information including shareholder services and governance, details of our products and services, corporate responsibility and sustainability, and more at:
www.cobham.com
Investor information and share price performance www.cobhaminvestors.com
Corporate responsibility and sustainability www.cobhamsustainability.com
Products and service offerings www.cobham.com
Designed and produced by: Addison |
1 | 200002386_0 | 200002386 | Cobham plc Annual Report and Accounts 2015
The most important thing we build is trust
Highlights of the year
COBHAM OFFERS AN INNOVATIVE RANGE OF TECHNOLOGIES AND SERVICES TO SOLVE CHALLENGING PROBLEMS IN COMMERCIAL, DEFENCE AND SECURITY MARKETS
Front cover image: A technology leader in connectivity solutions Cobham is a world leading supplier of high performance equipment and solutions that enable connectivity for voice, data and video applications while on the move. Its small and light products have low power consumption and excel in demanding environments such as on aircraft or in large infrastructure where reception is poor including buildings, tunnels, airport terminals and stadiums.
Inside cover image: Global coverage for aircraft connectivity Cobham provides a range of technology for aircraft, including content on every Airbus. It provides sophisticated antennas, avionics and SATCOM products for communication and navigation, with applications in the cockpit and cabin for a commercial aircraft as well as providing signal jamming and radar technology for military aircraft, in addition to leading missile guidance capabilities.
Cobham is a leading global technology and services innovator, respected for providing solutions for the most challenging problems, from deep space to the depths of the ocean.
We employ 11,500 people on five continents, and we have customers and partners in more than 100 countries.
Dividend
11.18p
(2014: 10.65p)
Total revenue
£2,072m
(2014: £1,852m)
Earnings per ordinary share underlying*
19.5p
(2014: 18.5p)
Earnings per ordinary share basic**
(3.3)p
(2014: 2.6p)
Contents
Robust performance driven by the full year contribution from the Aeroflex acquisition; integration accelerated and anticipated to be complete by the end of 2017 with total costs and benefits in line with original expectations
Group order intake up 13% and book-to-bill of 1.04x; Group benefiting from multi-year orders on missile programmes
Total revenue growth of 12% and trading profit increase of 16%; Group organic revenue declined 1%, with good non-US defence/security growth offset by commercial headwinds
Private Venture investment increased to £138m or 8.2% of revenue (2014:£97m or 6.7%); technology investment |
1 | 200002386_1 | 200002386 | .
We employ 11,500 people on five continents, and we have customers and partners in more than 100 countries.
Dividend
11.18p
(2014: 10.65p)
Total revenue
£2,072m
(2014: £1,852m)
Earnings per ordinary share underlying*
19.5p
(2014: 18.5p)
Earnings per ordinary share basic**
(3.3)p
(2014: 2.6p)
Contents
Robust performance driven by the full year contribution from the Aeroflex acquisition; integration accelerated and anticipated to be complete by the end of 2017 with total costs and benefits in line with original expectations
Group order intake up 13% and book-to-bill of 1.04x; Group benefiting from multi-year orders on missile programmes
Total revenue growth of 12% and trading profit increase of 16%; Group organic revenue declined 1%, with good non-US defence/security growth offset by commercial headwinds
Private Venture investment increased to £138m or 8.2% of revenue (2014:£97m or 6.7%); technology investment closely aligned to attractive market opportunities
Net debt reduction to £1,207m (2014: £1,223m) includes benefit of divestments but also £80m adverse foreign exchange impact and accelerated Aeroflex integration costs
Proactive portfolio divestments to allow increased focus on core capabilities; Surveillance divestment completed in early 2016
Statutory profit, £(40)m, and EPS, (3.3)p, include non-underlying charges associated with the acquisition and integration of Aeroflex, net profit from divestments and goodwill impairment
Recommended 5% increase in full year dividend
* For definitions, please refer to page 132. ** After M&A related costs, net profit from divestments and goodwill impairment.
Strategic Report
Group at a Glance
2
Chairman's Statement
4
What We Do
6
Our Capabilities and Investment Attributes
8
Our Markets
10
Chief Executive Officer's Statement
12
Our Strategy and Key Performance Indicators 14
Communications and Connectivity Sector 18
Mission Systems Sector
20
Advanced Electronic Solutions Sector
22
Av |
1 | 200002386_2 | 200002386 | closely aligned to attractive market opportunities
Net debt reduction to £1,207m (2014: £1,223m) includes benefit of divestments but also £80m adverse foreign exchange impact and accelerated Aeroflex integration costs
Proactive portfolio divestments to allow increased focus on core capabilities; Surveillance divestment completed in early 2016
Statutory profit, £(40)m, and EPS, (3.3)p, include non-underlying charges associated with the acquisition and integration of Aeroflex, net profit from divestments and goodwill impairment
Recommended 5% increase in full year dividend
* For definitions, please refer to page 132. ** After M&A related costs, net profit from divestments and goodwill impairment.
Strategic Report
Group at a Glance
2
Chairman's Statement
4
What We Do
6
Our Capabilities and Investment Attributes
8
Our Markets
10
Chief Executive Officer's Statement
12
Our Strategy and Key Performance Indicators 14
Communications and Connectivity Sector 18
Mission Systems Sector
20
Advanced Electronic Solutions Sector
22
Aviation Services Sector
24
Financial Review
26
Principal Risks
32
Corporate Responsibility and Sustainability 38
Corporate Governance
Board of Directors
42
Corporate Governance Report
44
Compliance with the UK
Corporate Governance Code
49
Nomination Committee Report
50
Audit Committee Report
52
Directors' Remuneration Report
58
Other Statutory Information
67
Statement of Directors' Responsibility
71
Group Financial Statements
Independent Auditors' Report
72
Group Financial Statements
77
Parent Company
Independent Auditors' Report
119
Parent Company
Financial Statements
120
Other Information
Group Financial Record
128
Shareholder Information
129
Glossary
130
Definitions
132
Visit us online at www.cobham.com You can also view this Annual Report and Accounts online at www.cobhaminvestors.com
The Company is registered in England and Wales under company number 30470. The |
1 | 200002386_3 | 200002386 | iation Services Sector
24
Financial Review
26
Principal Risks
32
Corporate Responsibility and Sustainability 38
Corporate Governance
Board of Directors
42
Corporate Governance Report
44
Compliance with the UK
Corporate Governance Code
49
Nomination Committee Report
50
Audit Committee Report
52
Directors' Remuneration Report
58
Other Statutory Information
67
Statement of Directors' Responsibility
71
Group Financial Statements
Independent Auditors' Report
72
Group Financial Statements
77
Parent Company
Independent Auditors' Report
119
Parent Company
Financial Statements
120
Other Information
Group Financial Record
128
Shareholder Information
129
Glossary
130
Definitions
132
Visit us online at www.cobham.com You can also view this Annual Report and Accounts online at www.cobhaminvestors.com
The Company is registered in England and Wales under company number 30470. The Company's registered office is Brook Road, Wimborne, Dorset, BH21 2BJ, UK.
The Annual Report and Accounts contains certain forward looking statements with regard to the operations, performance and financial condition of the Group. By their nature, these statements involve uncertainty since future events and circumstances can cause results to differ from those anticipated. Nothing contained in this Annual Report and Accounts should be construed as a profit forecast.
www.cobham.com
Cobham plc Annual Report and Accounts 2015
1
Group at a Glance
COBHAM HAS AN INCREASINGLY BALANCED PORTFOLIO, WITH EXPOSURE TO COMMERCIAL MARKETS WHICH ARE UNDERPINNED BY LONG TERM GROWTH CHARACTERISTICS
The Group in 2015 In line with its strategic objectives, the Group has brought more balance to its portfolio over time between commercial and defence markets. 38% of the Group's revenue in 2015 was derived from commercial markets, with 36% coming from US defence and 26% from non-US defence markets. The Group favours businesses with technology that can be applied to both commercial and defence markets, allowing it to benefit from growth in both. |
1 | 200002386_b0 | 200002386 | is defined as net cash from operating activities less cash flows related to the purchase or disposal of property, plant, equipment and intangible assets but excluding payments relating to M&A activities. Operating cash flow is free cash flow before payment of tax, interest and restructuring costs. Operating cash conversion is defined as operating cash flow as a percentage of trading profit.
Net debt is defined as the net of borrowings less cash and cash equivalents at the balance sheet date.
When providing sectoral analysis by geography, US revenue includes revenue to US based customers on programmes which could be designated as export and is therefore non-US defence/security from a market analysis perspective.
132
Cobham plc Annual Report and Accounts 2015
www.cobham.com
Find more online Our website provides further information including shareholder services and governance, details of our products and services, corporate responsibility and sustainability, and more at:
www.cobham.com
Investor information and share price performance www.cobhaminvestors.com
Corporate responsibility and sustainability www.cobhamsustainability.com
Products and service offerings www.cobham.com
Designed and produced by: Addison Group www.addison-group.net
Printed by: Park Communications on FSC® certified paper.
Park is an EMAS certified company and its Environmental Management System is certified to ISO 14001.
100% of the inks used are vegetable oil based, 95% of press chemicals are recycled for further use and, on average, 99% of any waste associated with this production will be recycled.
This document is printed on Amadeus coated 50 silk, a paper containing 50% recycled fibre (25% post consumer and 25% pre consumer) and 50% virgin fibre sourced from well managed, responsible, FSC® certified forests. The pulp used in this product is bleached using an elemental chlorine free (ECF) process.
When you have finished with this report, please pass it on to other interested parties or remove the cover and dispose of it in your recycled paper waste.
The most important thing we build is trust
Cobham plc
Brook Road, Wimborne, Dorset, BH21 2BJ, UK T: +44 (0)1202 882020 F: +44 (0)1202 840523
www.cobham.com
|
1 | 200002386_b1 | 200002386 | until the point of sale.
Business acquisition and divestment related items excluded from trading profit and underlying earnings include the amortisation of intangible assets recognised on acquisition, gains or losses arising on business divestments, adjustments to businesses held for sale, the writing off of the pre-acquisition profit element of inventory written up on acquisition and other direct costs associated with business combinations and terminated divestments.
PV investment Private Venture (PV) or company funded Research and Development (R&D) measures exclude Aviation Services, where there is no R&D activity.
Business restructuring costs relate to the restructuring of the Group's portfolio which are incremental to normal operations. In 2015, these relate primarily to the integration of the Aeroflex businesses acquired in 2014.
Staff safety major accident incident rate The number of incidents resulting in more than three days absence per 100,000 employees.
Underlying earnings are defined as trading profit less net underlying finance costs, which exclude acquisition related items, and after deducting associated taxation and non-controlling interests.
Voluntary staff turnover The number of voluntary leavers divided by the average number of employees in the year, excluding employees who became redundant, were dismissed or retired.
Free cash flow is defined as net cash from operating activities less cash flows related to the purchase or disposal of property, plant, equipment and intangible assets but excluding payments relating to M&A activities. Operating cash flow is free cash flow before payment of tax, interest and restructuring costs. Operating cash conversion is defined as operating cash flow as a percentage of trading profit.
Net debt is defined as the net of borrowings less cash and cash equivalents at the balance sheet date.
When providing sectoral analysis by geography, US revenue includes revenue to US based customers on programmes which could be designated as export and is therefore non-US defence/security from a market analysis perspective.
132
Cobham plc Annual Report and Accounts 2015
www.cobham.com
Find more online Our website provides further information including shareholder services and governance, details of our products and services, corporate responsibility and sustainability, and more at:
www.cobham.com
Investor information and share price performance www.cobhaminvestors.com
Corporate responsibility and sustainability www.cobhamsustainability.com
Products and service offerings www.cobham.com
Designed and produced by: Addison |
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