SEC Comment Letter for CIMPRESS plc (CMPR) (CIK 0001262976) (CMPR) — Apr 17, 2007
CIMPRESS plc (CMPR) (CIK 0001262976)
Date: April 17, 2007 · CIK: 0001262976 · Accession: 0000000000-07-018752
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-51539
Referenced dates: April 6, 2007
Letter
Mail Stop 3561 April 17, 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 response letter dated April 6, 2007 and have the following comments. Unless otherwise indi cated, we think you should revise 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 revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this info rmation, 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
Management’s Discussion & Analysis, page 39
1. We note from your response to our prior comme nt 1 that you believe that referral fee revenue and associated expenses do not n eed to be described from a quantitative
Mr. Harpreet Grewal Vistaprint Limited April 17, 2007 Page 2
standpoint in MD&A. You state that costs associated with referral fees are significant while at the same time you state that you do no t segregate and quantif y such costs. It is difficult for us to understand how you are able to conclude such costs are significant if you have not quantified them. Wh ile we note your assertion that referral fee costs effectively include a pro rata porti on of all “core costs,” it is not clear on what pro rata basis you assert costs should be allocated, no r why pro rata allocation is appropriate, nor whether it is consistent with the costs and efforts incurred to add and support the membership enrollment functiona lity and processing to your website and back office operations. In this regard, it w ould appear that the vast majority of your core costs would continue to be incurred if the membership enrollment functionality and processing were discontinued. If so, then it would likewise appear the direct costs associated with this revenue are not significant. We continue to believe that because it appears the direct costs associated with this revenue are not significant, and the referral revenues appear to have been a highly material and disproportionate contributor to your operating income, you should make significant revisions in future filings to emphasize and make clear the importance of referral revenues to your results of operations. As previously re quested, please revise your MD&A in future filings to quantify referral revenues and associated costs for each period presented and to discuss and analyze changes from pe riod to period. Refer to the guidance in Item 303 of Regulation S-K. In addition, given the apparent significance of this revenue stream to your results of opera tions, we suggest that you estimate the associated direct costs so as to provide, at a minimum, qualitative discussion and analysis of their materiality in your MD&A. Please respond to confirm your agreement and to provide a draf t of your revise d disclosures.
********
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
April 17, 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 response letter dated April 6, 2007 and have the
following comments. Unless otherwise indi cated, we think you should revise 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 revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewing this info rmation, 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
Management’s Discussion & Analysis, page 39
1. We note from your response to our prior comme nt 1 that you believe that referral fee
revenue and associated expenses do not n eed to be described from a quantitative
Mr. Harpreet Grewal
Vistaprint Limited
April 17, 2007 Page 2
standpoint in MD&A. You state that costs associated with referral fees are significant
while at the same time you state that you do no t segregate and quantif y such costs. It
is difficult for us to understand how you are able to conclude such costs are
significant if you have not quantified them. Wh ile we note your assertion that referral
fee costs effectively include a pro rata porti on of all “core costs,” it is not clear on
what pro rata basis you assert costs should be allocated, no r why pro rata allocation is
appropriate, nor whether it is consistent with the costs and efforts incurred to add and
support the membership enrollment functiona lity and processing to your website and
back office operations. In this regard, it w ould appear that the vast majority of your
core costs would continue to be incurred if the membership enrollment functionality
and processing were discontinued. If so, then it would likewise appear the direct
costs associated with this revenue are not significant. We continue to believe that
because it appears the direct costs associated with this revenue are not significant, and
the referral revenues appear to have been a highly material and disproportionate contributor to your operating income, you should make significant revisions in future
filings to emphasize and make clear the importance of referral revenues to your
results of operations. As previously re quested, please revise your MD&A in future
filings to quantify referral revenues and associated costs for each period presented
and to discuss and analyze changes from pe riod to period. Refer to the guidance in
Item 303 of Regulation S-K. In addition, given the apparent significance of this revenue stream to your results of opera tions, we suggest that you estimate the
associated direct costs so as to provide, at a minimum, qualitative discussion and
analysis of their materiality in your MD&A. Please respond to confirm your
agreement and to provide a draf t of your revise d disclosures.
********
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