What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-08-11 compared with 2019-08-09 · 43 added, 36 removed, 40 unchanged (66% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The ordinary shares of Cimpress N.V.

are traded on the NASDAQ Global Select Market (the "NASDAQ") under the symbol “CMPR.” As of July 31, 2019, there were approximately 15 holders of record of our ordinary shares, although there is a much larger number of beneficial owners.

The ordinary shares of Cimpress plc are traded on the NASDAQ Global Select Market (the "NASDAQ") under the symbol “CMPR.” As of July 31, 2020, there were approximately 12 holders of record of our ordinary shares, although there is a much larger number of beneficial owners.

We have never paid or declared any cash dividends on our ordinary shares, and we do not anticipate paying any cash dividends in the foreseeable future.

Issuer Purchases of Equity Securities

On February 12, 2019, we announced that our Board had authorized the repurchase of up to 5,500,000 of our issued and outstanding ordinary shares on the open market (including block trades that satisfy the safe harbor provisions of Rule 10b-18 pursuant to the U.S.

Securities Exchange Act of 1934), through privately negotiated transactions, or in one or more self-tender offers.

This share repurchase program expires on May 13, 2020, and we may suspend or discontinue our share repurchases at any time.

The following table outlines the purchase of our ordinary shares during the three months ended June 30, 2019 under the program described above:

Total Number of Shares Purchased

Average Price Paid Per Share (1)

Total Number of Shares Purchased as Part of a Publicly Announced Program

Approximate Number of Shares that May Yet be Purchased Under the Program

April 1, 2019 through April 30, 2019

May 1, 2019 through May 31, 2019

June 1, 2019 through June 30, 2019

(1) Average price paid per share includes commissions paid.

On November 25, 2019, we announced that our Board had authorized us to repurchase up to 5,500,000 of our issued and outstanding ordinary shares on the open market (including block trades), through privately negotiated transactions, or in one or more self-tender offers.

This repurchase program expires on May 22, 2021, and we may suspend or discontinue our share repurchases at any time.

On April 28, 2020, we entered into an amendment to our senior secured credit agreement, which suspended our pre-existing financial maintenance covenants in addition to prohibiting us from repurchasing our shares during the suspension period.

Refer to Note 10 in our accompanying consolidated financial statements for additional information.

We did not repurchase any of our ordinary shares during the three months ended June 30, 2020 under the program described above.

Performance Graph

The following graph compares the cumulative total return to shareholders of Cimpress N.V.

ordinary shares relative to the cumulative total returns of the NASDAQ Composite index and the Research Data Group (RDG) Internet Composite index.

The following graph compares the cumulative total return to shareholders of Cimpress plc ordinary shares relative to the cumulative total returns of the NASDAQ Composite index and the Research Data Group (RDG)

Internet Composite index.

An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our ordinary shares and in each of the indexes on June 30, 2015 and the relative performance of each investment is tracked through June 30, 2020 .

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Cimpress N.V., the NASDAQ Composite Index

Among Cimpress plc, the NASDAQ Composite Index

and the RDG Internet Composite Index

Year Ended June 30,

Cimpress N.V.

NASDAQ Composite

8 unchanged sentences

Consolidated Statements of Operations Data:

Net income (loss) attributable to Cimpress N.V.

Net income (loss) per share attributable to Cimpress N.V.:

Shares used in computing net income (loss) per share attributable to Cimpress N.V.:

Net income (loss) attributable to Cimpress plc

Net income (loss) per share attributable to Cimpress plc:

Shares used in computing net income (loss) per share attributable to Cimpress plc:

Year Ended June 30,

11 unchanged sentences

Cash, cash equivalents and marketable securities

Net current liabilities (g)

Total long-term debt, excluding current portion (h)

Total shareholders’ equity

Net current liabilities (h)

Total assets (i)

Total long-term debt, excluding current portion (j)

Total shareholders’ (deficit) equity (k)

___________________

(a) Includes the impact of our acquisitions of VIDA on July 2, 2018 and BuildASign on October 1, 2018.

(a) For fiscal year 2020, the decrease in reported revenue is primarily due to a significant decline in order volumes starting in March, driven by the economic disruption associated with the COVID-19 pandemic lock downs and related restrictions.

Our year-to-date revenue results through February 2020 grew on a reported basis;

however we experienced a significant decline in demand starting in March 2020, which worsened in April 2020 before starting to recover in the last two months of fiscal 2020.

(b) Includes the impact of our acquisitions of VIDA on July 2, 2018 and BuildASign on October 1, 2018.

See Note 7 in our accompanying financial statements in this Report for a discussion of these acquisitions.

2 unchanged sentences

Includes the impact of the acquisition of National Pen on December 30, 2016.

See Note 7 in our accompanying financial statements in this Report for a discussion of this acquisition.

During December 2016, we purchased the remaining noncontrolling interest of our Japan business from our joint business partner, Plaza Create Co.

(d) Includes the impact of the acquisitions of Litotipografia Alcione S.r.l.

(e) Includes the impact of the acquisitions of Litotipografia Alcione S.r.l.

on July 29, 2015, Tradeprint Distribution Limited on July 31, 2015, and WIRmachenDRUCK GmbH on February 1, 2016.

During fiscal 2016, we adopted Accounting Standards Update (ASU) 2016-09 requiring the recognition of excess tax benefits as a component of income tax expense;

these benefits were historically recognized in equity.

As the standard required a prospective method of adoption, our fiscal 2019, 2018, 2017 and 2016 net income includes $1.5 million, $12.8 million, $8.0 million and $3.5 million of income tax benefits, respectively, due to the adoption that did not occur in the prior comparable periods presented above.

(e) Includes the impact of the acquisitions of FotoKnudsen AS on July 1, 2014, FL Print SAS on April 9, 2015, Exagroup SAS on April 15, 2015 and druck.at Druck-und Handelsgesellschäft mbH on April 17, 2015, as well as our investment in Printi LLC on August 7, 2014.

(f) In the periods we report a net loss, the impact of share options, RSUs, and RSAs is not included as they are anti-dilutive.

(g) Many of our businesses have a cash conversion cycle that results in current liabilities being higher than current assets.

(f) During the year ended June 30, 2020, we repurchased 5,002,018 of our own shares, resulting in a decline in our outstanding shares.

We are restricted from repurchasing shares during the covenant suspension period under our April 2020 credit facility amendment.

See to Note 10 in the accompanying financial statements for additional details.

(g) In the periods we report a net loss, the impact of share options, warrants, PSUs, RSUs, and RSAs is not included as they are anti-dilutive.

During the fourth quarter of fiscal 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants with a strike price of $60 per share that have a dilutive impact on our diluted earnings per share.

Refer to Notes 2 and 10 in our accompanying financial statements for additional information.

(h) Many of our businesses have a cash conversion cycle that results in current liabilities being higher than current assets.

Our net current liabilities (current assets minus current liabilities) have expanded over recent years as we have increased focus on net working capital improvements.

(h) On June 15, 2018, we completed a private placement of $400.0 million of 7.0% senior unsecured notes due 2026.

(i) On July 1, 2019, we adopted ASC 842, Leases, using a modified retrospective transition approach.

Under the modified retrospective approach, we recognized any cumulative impacts as of the adoption date within retained earnings on our consolidated balance sheet and we did not adjust the prior comparable period.

Upon adoption, we recognized operating lease assets of $169,668 .

Additionally, $121,254 of previously capitalized costs for our build-to-suit leases, including our Waltham, Massachusetts lease, included in property, plant and equipment, net have been de-recognized and are now classified as operating leases.

Refer to Note 2 in the accompanying financial statements for additional details related to the impact of our adoption of the standard.

(j) During the fourth quarter of fiscal 2020 and in response to the uncertainty associated with the COVID-19 pandemic, we amended our senior secured credit facility to suspend pre-existing maintenance covenants.

Additionally, on May 1, 2020 , we issued second lien notes and warrants to raise $300.0 million from funds managed by affiliates of Apollo Global Management, Inc.

via a private placement.

We used the proceeds to pay down a portion of the term loan under our senior secured credit facility and to pay fees and expenses incurred in connection with the financing and the above-described amendment.

On February 13, 2020, we completed an additional offering of $200.0 million in aggregate principal of 7.0% senior unsecured notes due 2026.

The net proceeds from this add-on offering were used to repay a portion of the indebtedness outstanding under our senior secured credit facility and related transaction fees and expenses.

On June 15, 2018, we completed a private placement of $400.0 million of 7.0% senior unsecured notes due 2026.

The proceeds from the sale of the notes were used to repay our existing $275.0 million senior unsecured notes that were due 2022, a portion of our indebtedness outstanding under our senior secured credit facility and other related transaction fees.

See Note 10 in our accompanying financial statements in this Report for additional discussion.

Increases in long-term debt during the periods presented have largely been driven by the funding of acquisitions including those outlined in Note 7 in our accompanying financial statements and share repurchases.

See Note 10 in our accompanying financial statements in this Report for additional discussion of each financing transaction.

Increases in long-term debt during the periods before fiscal 2020 have largely been driven by the funding of acquisitions including those outlined in Note 7 in our accompanying financial statements and share repurchases.

(k) During the year ended June 30, 2020, total shareholders' equity declined, resulting in a shareholders' deficit, primarily driven by $627,056 of share repurchases during the current fiscal year.

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity