SEC Comment Letter for CIMPRESS plc (CMPR) (CIK 0001262976) (CMPR) — Jan 10, 2007
CIMPRESS plc (CMPR) (CIK 0001262976)
Date: Jan. 10, 2007 · CIK: 0001262976 · Accession: 0000000000-07-001322
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-51539
Letter
Mail Stop 3561 January 10, 2007 Via Fax & U.S. Mail Mr. Harpreet Grewal Chief Financial Officer 100 Hayden Avenue Lexington, Massachusetts 02421
Re: Vistaprint Limited Form 10-K for the year ended June 30, 2006 Filed September 13, 2006 File No. 000-51539
Dear Mr. Grewal:
We have reviewed your filing and have the following comments. Unless otherwise indicated, we think you should revi se your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Af ter reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropr iate, advise the staff of your reason. Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff. Please respond w ithin ten (10) business days.
Form 10-K for the year ended June 30, 2006
Risk Factors, page 30
1. You derive a portion of your revenues fr om referral fees for memberships in
Mr. Harpreet Grewal Vistaprint Limited January 10, 2007 Page 2
discount programs that provide savings on shopping, entertainment, dining out, movies, and travel. Please tell us th e amounts of revenue you recognized from such referral fees in each of the last thr ee fiscal years and late st interim period. In addition, please tell us, and revise your accounting policies to disclose, how you account for such referral fees.
MD&A, page 41
2. You classify third party payment processor and credit card fees as marketing and selling expense. As these fees are dire ctly related to the sale of your products, please tell us your basis for classifying these expenses in marketing and selling rather than in cost of revenue.
Form 8-K furnished October 23, 2006
3. We note your use of the non-GAAP performa nce measure adjusted earnings per diluted share which excludes stock compensation expense. As outlined in ASR 142, per share data other than that related to net income, net assets and dividends should be avoided in reporting financial results. Furthermore, as outlined in footnote 11 of FR-65 per share measures that are prohibited specifically under GAAP or Commission rules continue to be prohibited in materials filed with or furnished to the Commission. For exam ple, see paragraph 33 of SFAS No.95 which prohibits the disclosure of cash fl ow per share. Please confirm that you will eliminate disclosure of these non-GAAP earnings per share measures in future filings.
********
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not
Mr. Harpreet Grewal Vistaprint Limited January 10, 2007 Page 3
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Claire Erlanger at (202) 551-3301 or Lyn Shenk at (202) 551- 3380 if you have questions regarding comments on the financial statements and related matters. Please contact me at ( 202) 551-3813 with any other questions.
Sincerely,
Linda Cvrkel
Branch Chief
Show Raw Text
Mail Stop 3561
January 10, 2007
Via Fax & U.S. Mail
Mr. Harpreet Grewal
Chief Financial Officer
100 Hayden Avenue
Lexington, Massachusetts 02421
Re: Vistaprint Limited
Form 10-K for the year ended June 30, 2006
Filed September 13, 2006
File No. 000-51539
Dear Mr. Grewal:
We have reviewed your filing and have the following comments. Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments. If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary. Please be as detailed as
necessary in your explanation. In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure. Af ter reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason. Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff. Please respond w ithin ten (10) business days.
Form 10-K for the year ended June 30, 2006
Risk Factors, page 30
1. You derive a portion of your revenues fr om referral fees for memberships in
Mr. Harpreet Grewal
Vistaprint Limited
January 10, 2007 Page 2
discount programs that provide savings on shopping, entertainment, dining out,
movies, and travel. Please tell us th e amounts of revenue you recognized from
such referral fees in each of the last thr ee fiscal years and late st interim period. In
addition, please tell us, and revise your accounting policies to disclose, how you account for such referral fees.
MD&A, page 41
2. You classify third party payment processor and credit card fees as marketing and selling expense. As these fees are dire ctly related to the sale of your products,
please tell us your basis for classifying these expenses in marketing and selling rather than in cost of revenue.
Form 8-K furnished October 23, 2006
3. We note your use of the non-GAAP performa nce measure adjusted earnings per
diluted share which excludes stock compensation expense. As outlined in ASR 142, per share data other than that related to net income, net assets and dividends
should be avoided in reporting financial results. Furthermore, as outlined in
footnote 11 of FR-65 per share measures that are prohibited specifically under
GAAP or Commission rules continue to be prohibited in materials filed with or
furnished to the Commission. For exam ple, see paragraph 33 of SFAS No.95
which prohibits the disclosure of cash fl ow per share. Please confirm that you
will eliminate disclosure of these non-GAAP earnings per share measures in
future filings.
********
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
Mr. Harpreet Grewal
Vistaprint Limited
January 10, 2007 Page 3
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Claire Erlanger at (202) 551-3301 or Lyn Shenk at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters. Please contact me at ( 202) 551-3813 with any other questions.
Sincerely,
Linda Cvrkel
Branch Chief