SEC Comment Letter for CIMPRESS plc (CMPR) (CIK 0001262976) (CMPR) — Feb 23, 2012
CIMPRESS plc (CMPR) (CIK 0001262976)
Date: Feb. 23, 2012 · CIK: 0001262976 · Accession: 0000000000-12-009581
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-51539
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE February 23, 2012 Via E-mail Mr. Ernst J. Teunissen Chief Financial Officer Vistaprint N.V. Hudsonweg 8 5928 LW Venlo The Netherlands
Re: Vistaprint N.V. Form 10-K for the fiscal year ended June 30, 2011 Filed August 17, 2011 File No. 000-51539
Dear Mr. Teunissen:
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten busines s days by confirming that you will revise your documents in future filings. If you do not believe our comments apply to your facts and circumstances please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have additional comments.
Annual Report on Form 10-K for the fiscal year ended June 30, 2011
Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page Critical Accounting Policies and Estimates, page 40
1. We note that the disclosures provided in your critical accounting policies are essentially identical to the information included in No te 2 on page 60 of the notes to your consolidated financial statements. Please note that the disclosu re in MD&A should supplement, not duplicate, the description of accounting policies disclo sed in the notes. In this regard, please ensure that your cr itical accounting estim ates disclosures (1) provide greater insight into the quality and variability of information in the consolidated financial statements; (ii) address spec ifically why the acc ounting estimates or
Mr. Ernst J. Teunissen Vistaprint N.V. February 23, 2012 Page 2 assumptions bear the risk of change; (iii) analyze the factors on how the company arrived at material estimates including how the esti mates or assumptions have changed in the past and is reasonably likely to change in the future; and (iv) analyze the specific sensitivity to change of your critical account ing estimates or assumptions based on other outcomes with quantitative and qualitative disclo sure, as necessary. Please confirm your understanding and revise accordingly. You ma y refer to the guidance in Section V of FRR-72 (Release No. 33-8350). Financial Statements, page 52
Consolidated Statements of Cash Flows, page 58
2. Reference is made to the line item “Sales, maturities and redemptions of marketable securities” within investing ac tivities. Please revise to separately state the cash flows related to the sales, maturities, and redemptions of marketable securities on a gross rather than net basis in accordance with ASC 230-10-45-11. Notes to Consolidated Financial Statements, page 60
3. Fair Value Measurements, page 66
3. We note that Note 3 includes disclosure of your fair value measurements. In light of the asset impairment charges recognized in the la st three years per page 63, please revise to include the disclosures require d by ASC 820-10-50-5 for all asse ts or liabilities measured at fair value on a non-recurring basis. Pl ease note that ASC 820-10-50-8 requires this information to be in tabular form.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating 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 comme nts, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in re sponse to staff comments do not foreclose the Commission from taking any action w ith 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.
Mr. Ernst J. Teunissen Vistaprint N.V. February 23, 2012 Page 3 You may contact Heather Clar k at 202-551-3624 or Jean Yu at 202-551-3305 if you have questions regarding comments on the financial statem ents and related matters. Please contact me at 202-551-3813 with any other questions. Sincerely, /s/ Linda Cvrkel Linda Cvrkel Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
February 23, 2012 Via E-mail
Mr. Ernst J. Teunissen Chief Financial Officer Vistaprint N.V. Hudsonweg 8 5928 LW Venlo The Netherlands
Re: Vistaprint N.V.
Form 10-K for the fiscal year ended June 30, 2011
Filed August 17, 2011
File No. 000-51539
Dear Mr. Teunissen:
We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten busines s days by confirming that you will revise your
documents in future filings. If you do not believe our comments apply to your facts and
circumstances please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have
additional comments.
Annual Report on Form 10-K for the fiscal year ended June 30, 2011
Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
38
Critical Accounting Policies and Estimates, page 40
1. We note that the disclosures provided in your critical accounting policies are essentially
identical to the information included in No te 2 on page 60 of the notes to your
consolidated financial statements. Please note that the disclosu re in MD&A should
supplement, not duplicate, the description of accounting policies disclo sed in the notes.
In this regard, please ensure that your cr itical accounting estim ates disclosures (1)
provide greater insight into the quality and variability of information in the consolidated
financial statements; (ii) address spec ifically why the acc ounting estimates or
Mr. Ernst J. Teunissen
Vistaprint N.V. February 23, 2012 Page 2
assumptions bear the risk of change; (iii) analyze the factors on how the company arrived
at material estimates including how the esti mates or assumptions have changed in the
past and is reasonably likely to change in the future; and (iv) analyze the specific
sensitivity to change of your critical account ing estimates or assumptions based on other
outcomes with quantitative and qualitative disclo sure, as necessary. Please confirm your
understanding and revise accordingly. You ma y refer to the guidance in Section V of
FRR-72 (Release No. 33-8350).
Financial Statements, page 52
Consolidated Statements of Cash Flows, page 58
2. Reference is made to the line item “Sales, maturities and redemptions of marketable
securities” within investing ac tivities. Please revise to separately state the cash flows
related to the sales, maturities, and redemptions of marketable securities on a gross rather
than net basis in accordance with ASC 230-10-45-11.
Notes to Consolidated Financial Statements, page 60
3. Fair Value Measurements, page 66
3. We note that Note 3 includes disclosure of your fair value measurements. In light of the
asset impairment charges recognized in the la st three years per page 63, please revise to
include the disclosures require d by ASC 820-10-50-5 for all asse ts or liabilities measured
at fair value on a non-recurring basis. Pl ease note that ASC 820-10-50-8 requires this
information to be in tabular form.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating 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 comme nts, please provide, in writing, a statement
from the company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith 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.
Mr. Ernst J. Teunissen
Vistaprint N.V. February 23, 2012 Page 3
You may contact Heather Clar k at 202-551-3624 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statem ents and related matters. Please contact me
at 202-551-3813 with any other questions.
Sincerely,
/s/ Linda Cvrkel
Linda Cvrkel Branch Chief