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Item 5. Market for Registrant’s Common Equity

2021-08-06 compared with 2020-08-11 · 7 added, 71 removed, 12 unchanged (87% of the section changed)

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

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.

The ordinary shares of Cimpress plc are traded on the NASDAQ Global Select Market (the "NASDAQ") under the symbol “CMPR.” As of July 31, 2021, there were 10 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 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.

The share repurchase program that we announced on November 25, 2019 expired on May 22, 2021.

We did not repurchase any of our ordinary shares during the quarter ended June 30, 2021.

Performance Graph

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, 2016 and the relative performance of each investment is tracked through June 30, 2021.

2 unchanged sentences

and the RDG Internet Composite Index

Year Ended June 30,

2016 2017 2018 2019 2020 2021

Cimpress plc $ 100.00 $ 102.22 $ 156.75 $ 98.28 $ 82.55 $ 117.23

NASDAQ Composite 100.00 128.30 158.57 170.91 216.96 315.10

2 unchanged sentences

Selected Financial Data

The following financial data should be read in conjunction with our consolidated financial statements, the related notes and “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Report.

The historical results are not necessarily indicative of the results to be expected for any future period.

Year Ended June 30,

(In thousands, except share and per share data)

Consolidated Statements of Operations Data:

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,

(In thousands)

Consolidated Statements of Cash Flows Data:

Net cash provided by operating activities

Purchases of property, plant and equipment

Purchases of ordinary shares

Business acquisitions, net of cash acquired

Proceeds from the sale of subsidiaries, net of transaction costs and cash divested

Net proceeds (payments) of debt and debt issuance costs

Year Ended June 30,

(In thousands)

Consolidated Balance Sheet Data:

Cash, cash equivalents and marketable securities

Net current liabilities (h)

Total assets (i)

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

Total shareholders’ (deficit) equity (k)

___________________

(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.

Includes the Albumprinter results through the divestiture date of August 31, 2017.

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

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

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

(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.

(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.

(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 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.

Part II, Item 6 is no longer required as we have adopted certain provisions within the amendments to Regulation S-K that eliminate Item 301.

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