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Document and Entity Information (USD $)
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3 Months Ended | ||
|---|---|---|---|
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Sep. 30, 2010
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Oct. 22, 2010
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Dec. 31, 2009
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| Document and Entity Information [Abstract] | |||
| Entity Registrant Name | VISTAPRINT N.V. | ||
| Entity Central Index Key | 0001262976 | ||
| Document Type | 10-Q | ||
| Document Period End Date | Sep. 30, 2010 | ||
| Amendment Flag | false | ||
| Document Fiscal Year Focus | 2011 | ||
| Document Fiscal Period Focus | Q1 | ||
| Current Fiscal Year End Date | --06-30 | ||
| Entity Well-known Seasoned Issuer | Yes | ||
| Entity Voluntary Filers | No | ||
| Entity Current Reporting Status | Yes | ||
| Entity Filer Category | Large Accelerated Filer | ||
| Entity Public Float | $ 2,329,109,872 | ||
| Entity Common Stock, Shares Outstanding | 43,983,025 |
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- Definition
If the value is true, then the document as an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements this will be the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, N-1A, etc). The document type should be limited to the same value as the supporting SEC submission type. The acceptable values are as follows: S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, F-10, 6-K, 8-K, 10, 10-K, 10-Q, 20-F, 40-F, N-1A, 485BPOS, NCSR, N-Q, and Other. No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate number of shares outstanding of each of registrant's classes of common stock, as of latest practicable date. Where multiple classes exist define each class by adding class of stock items such as Common Class A [Member], Common Class B [Member] onto the Instrument [Domain] of the Entity Listings, Instrument No definition available.
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- Definition
Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, or (4) Smaller Reporting Company. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
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- Definition
Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
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- Details
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- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at fiscal year-end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, and unrealized gains and losses on certain investments in debt and equity securities as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of APIC associated with common AND preferred stock. For APIC associated with only common stock, use the element Additional Paid In Capital, Common Stock. For APIC associated with only preferred stock, use the element Additional Paid In Capital, Preferred Stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Investments in debt and equity securities which are categorized neither as trading securities nor held-to-maturity securities and which are intended be sold or mature within one year from the balance sheet date or the normal operating cycle, whichever is longer. Such securities are reported at fair value; unrealized gains and losses related to Available-for-sale securities are excluded from earnings and reported in a separate component of shareholders' equity (other comprehensive income), unless the Available-for-sale security is designated as a hedge or is determined to have had an other than temporary decline in fair value below its amortized cost basis. All or a portion of the unrealized holding gain or loss of an Available-for-sale Security that is designated as being hedged in a fair value hedge shall be recognized in earnings during the period of the hedge, as should other than temporary declines in fair value below costs basis. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits should not be reported as cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. This caption alerts the reader that one or more notes to the financial statements disclose pertinent information about the entity's commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Dollar value of issued common stock whether issued at par value, no par or stated value. This item includes treasury stock repurchased by the entity. Note: elements for number of common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The noncurrent portion as of the balance sheet date of the aggregate carrying amount of all future tax deductions arising from temporary differences between tax basis and generally accepted accounting principles basis recognition of assets, liabilities, revenues and expenses, which can only be deducted for tax purposes when permitted under enacted tax laws; after the valuation allowance, if any, to reduce such amount to net realizable value. Deferred tax liabilities and assets shall be classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. A deferred tax liability or asset that is not related to an asset or liability for financial reporting, including deferred tax assets related to carryforwards, shall be classified according to the expected reversal date of the temporary difference. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Represents the noncurrent portion of deferred tax liabilities, which result from applying the applicable tax rate to net taxable temporary differences pertaining to each jurisdiction to which the entity is obligated to pay income tax. A noncurrent taxable temporary difference is a difference between the tax basis and the carrying amount of a noncurrent asset or liability in the financial statements prepared in accordance with generally accepted accounting principles. In a classified statement of financial position, an enterprise shall separate deferred tax liabilities and assets into a current amount and a noncurrent amount. Deferred tax liabilities and assets shall be classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. A deferred tax liability or asset that is not related to an asset or liability for financial reporting, including deferred tax assets related to carryforwards, shall be classified according to the expected reversal date of the temporary difference. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). No definition available.
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. No definition available.
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- Definition
Total of all Liabilities and Stockholders' Equity items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Total of the portions of the carrying amounts as of the balance sheet date of long-term debt, which may include notes payable, bonds payable, debentures, mortgage loans, and commercial paper, which are scheduled to be repaid within one year or the normal operating cycle, if longer, and after deducting unamortized discount or premiums, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent assets not separately disclosed in the balance sheet due to materiality considerations. Noncurrent assets are expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent obligations not separately disclosed in the balance sheet due to materiality considerations. Noncurrent liabilities are expected to be paid after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Tangible assets that are held by an entity for use in the production or supply of goods and services, for rental to others, or for administrative purposes and that are expected to provide economic benefit for more than one year; net of accumulated depreciation. Examples include land, buildings, and production equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Stockholders' Equity (deficit) items, net of receivables from officers, directors owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Value of common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury. Treasury stock is issued but is not outstanding. This stock has no voting rights and receives no dividends. Note that treasury stock may be recorded at its total cost or separately as par (or stated) value and additional paid in capital. Note: number of treasury shares concept is in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate carrying amount, as of the balance sheet date, of prepaid expenses, or amounts paid in advance for capitalized costs that will be expensed with the passage of time, and current assets not separately presented elsewhere in the balance sheet. Prepaid expenses and other current assets are expected to be realized or consumed within one year. No definition available.
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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical)
In Thousands, except Share data, unless otherwise specified |
Sep. 30, 2010
USD ($)
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Sep. 30, 2010
EUR (€)
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Jun. 30, 2010
USD ($)
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Jun. 30, 2010
EUR (€)
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|---|---|---|---|---|
| Current assets: | ||||
| Allowances on accounts receivable | $ 56 | $ 53 | ||
| Shareholders' equity: | ||||
| Ordinary shares par value | € 0.01 | € 0.01 | ||
| Ordinary shares authorized | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 |
| Ordinary shares issued | 49,927,885 | 49,927,885 | 49,891,244 | 49,891,244 |
| Ordinary shares outstanding | 43,968,286 | 43,968,286 | 43,855,164 | 43,855,164 |
| Treasury shares | 5,959,599 | 5,959,599 | 6,036,080 | 6,036,080 |
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- Definition
A valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total number of shares of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares represent the ownership interest of the common shareholders. Excludes common shares repurchased by the entity and held as Treasury shares. Shares outstanding equals shares issued minus shares held in treasury. Does not include common shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
Number of common and preferred shares that were previously issued and that were repurchased by the issuing entity and held in treasury on the financial statement date. This stock has no voting rights and receives no dividends. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Consolidated Statements of Income (Unaudited) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | |||||
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Sep. 30, 2010
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Sep. 30, 2009
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| Revenue | $ 170,487 | $ 145,091 | ||||
| Cost of revenue | 62,833 | [1] | 52,865 | [1] | ||
| Technology and development expense | 23,207 | [1] | 17,672 | [1] | ||
| Marketing and selling expense | 57,533 | [1] | 46,533 | [1] | ||
| General and administrative expense | 14,581 | [1] | 13,615 | [1] | ||
| Income from operations | 12,333 | 14,406 | ||||
| Interest income | 99 | 130 | ||||
| Other (expense) income, net | (252) | 188 | ||||
| Interest expense | 107 | 383 | ||||
| Income before income taxes | 12,073 | 14,341 | ||||
| Income tax provision | 1,292 | 1,365 | ||||
| Net income | 10,781 | 12,976 | ||||
| Basic net income per share | $ 0.25 | $ 0.3 | ||||
| Diluted net income per share | $ 0.24 | $ 0.29 | ||||
| Weighted average shares outstanding - basic | 43,895,913 | 42,924,751 | ||||
| Weighted average shares outstanding - diluted | 45,231,388 | 44,797,724 | ||||
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(1) Share-based compensation cost [Member]
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| Cost of revenue | 203 | 197 | ||||
| Technology and development expense | 1,132 | 1,470 | ||||
| Marketing and selling expense | 1,049 | 1,123 | ||||
| General and administrative expense | $ 2,987 | $ 2,520 | ||||
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| X | ||||||||||
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- Definition
The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of net income or loss for the period per each share of common stock outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of net income or loss for the period per each share of common stock and dilutive common stock equivalents outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. No definition available.
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- Definition
Sum of operating profit and nonoperating income (expense) before income (loss) from equity method investments, income taxes, extraordinary items, cumulative effects of changes in accounting principles, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The sum of the current income tax expense (benefit) and the deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Income derived from investments in debt securities and on cash and cash equivalents the earnings of which reflect the time value of money or transactions in which the payments are for the use or forbearance of money. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The portion of consolidated profit or loss for the period, net of income taxes, which is attributable to the parent. If the entity does not present consolidated financial statements, the amount of profit or loss for the period, net of income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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| X | ||||||||||
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- Definition
The net amount of other nonoperating income and expense, which does not qualify for separate disclosure on the income statement under materiality guidelines. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate total amount of expenses directly related to the marketing or selling of products or services. No definition available.
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| X | ||||||||||
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- Definition
The average number of shares issued and outstanding that are used in calculating diluted EPS, determined based on the timing of issuance of shares in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of [basic] shares, after adjustment for contingently issuable shares and other shares not deemed outstanding, determined by relating the portion of time within a reporting period that common shares have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Payroll and related expenses for software and manufacturing engineering, content development, amortization of capitalized software and website development costs, information technology operations, hosting of our websites, asset depreciation, patent amortization, legal settlements in connection with patent-related claims, and miscellaneous technology infrastructure-related costs. No definition available.
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| X | ||||||||||
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- Definition
The sum of the periodic adjustments of the differences between securities' face values and purchase prices that are charged against earnings. This is called accretion if the security was purchased at a discount and amortization if it was purchased at premium. As a noncash item, this element is an adjustment to net income when calculating cash provided by (used in) operations using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits should not be reported as cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net change between the beginning and ending balance of cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The component of income tax expense for the period representing the net change in the entity's deferred tax assets and liabilities pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The effect of exchange rate changes on cash balances held in foreign currencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Reductions in the entity's income taxes that arise when compensation cost (from non-qualified share-based compensation) recognized on the entity's tax return exceeds compensation cost from share-based compensation recognized in financial statements. This element represents the cash inflow reported in the enterprise's financing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Reductions in the entity's income taxes that arise when compensation cost (from non-qualified share-based compensation) recognized on the entity's tax return exceeds compensation cost from share-based compensation recognized in financial statements. This element reduces net cash provided by operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net change during the reporting period in the aggregate amount of obligations due within one year (or one business cycle). This may include trade payables, amounts due to related parties, royalties payable, and other obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net change during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net change during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
|
| X | ||||||||||
|
- Definition
The net change during the reporting period in the value of this group of assets within the working capital section. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net cash inflow (outflow) from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The net cash inflow (outflow) from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
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- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
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- Definition
The portion of consolidated profit or loss for the period, net of income taxes, which is attributable to the parent. If the entity does not present consolidated financial statements, the amount of profit or loss for the period, net of income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow associated with the development, modification or acquisition of software programs or applications for internal use (that is, not to be sold, leased or otherwise marketed to others) that qualify for capitalization. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow associated with the sale or maturity (principal being due) of securities not classified as either held-to-maturity securities or trading securities which are classified as available-for-sale securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock options, amortization of restricted stock, and adjustment for officers compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The net change during the reporting period in the aggregate amount of expenses incurred but not yet paid, or in other operating obligations not otherwise defined in the taxonomy. No definition available.
|
| X | ||||||||||
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- Definition
The difference between the sale price or salvage price and the book value of a property, plant, and equipment asset that was sold or retired during the reporting period, or the charge against earnings resulting from the aggregate write down of all assets from their carrying value to their fair value. No definition available.
|
| X | ||||||||||
|
- Definition
The cash outflow to satisfy employee tax withholding obligations in connection with vesting of restricted share units during the period. No definition available.
|
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Description of Business
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3 Months Ended |
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Sep. 30, 2010
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| Description of Business [Abstract] | |
| Description of Business |
1. Description of Business
The Vistaprint group of companies (the “Company”) offers micro businesses the ability to
market their businesses with a broad range of brand identity and promotional products, marketing
services and digital solutions. Through the use of proprietary Internet-based graphic design
software, localized websites, proprietary order receiving and processing technologies and advanced
computer integrated production facilities, the Company offers a broad spectrum of products ranging
from business cards, website hosting, brochures and invitations to marketing and creative services.
The Company focuses on serving the marketing, graphic design and printing needs of the micro
business market, generally businesses or organizations with fewer than 10 employees, often 2 or
fewer. The Company also provides personalized products and services to the consumer market.
Change of Domicile
On August 31, 2009, the Company moved the place of incorporation of the publicly traded parent
entity of the Vistaprint group of companies from Bermuda to the Netherlands. Vistaprint N.V. was
formed as a limited liability company (naamloze vennootschap) under the laws of the Netherlands.
Pursuant to a scheme of arrangement under Bermuda law approved by the common shareholders of
Vistaprint Limited, among other things, each common share of Vistaprint Limited was exchanged for
one ordinary share of Vistaprint N.V. This change of domicile (the “Change of Domicile”) was
accounted for as a merger between entities under common control and as a result all historical
share information has been restated to reflect its impact. The historical financial statements of
Vistaprint Limited for periods prior to this transaction are considered to be the historical
financial statements of Vistaprint N.V. The Change of Domicile has not had and is not expected to
have a material impact on how Vistaprint conducts its day-to-day operations, its financial
position, consolidated effective tax rate, results of operations or cash flows.
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| X | ||||||||||
|
- Definition
Description containing the entire organization, consolidation and basis of presentation of financial statements disclosure. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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Summary of Significant Accounting Policies
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2010
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| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies |
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Vistaprint N.V., its wholly
owned subsidiaries, and those entities in which the Company has a variable interest and is the
primary beneficiary. Intercompany balances and transactions have been eliminated.
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial
information and, accordingly, do not include all of the information and footnotes required by GAAP
for complete financial statements. In the opinion of management, all adjustments, consisting
primarily of normal recurring accruals, considered necessary for a fair presentation of the results
of operations for the interim periods reported and of the Company’s financial condition as of the
date of the interim balance sheet have been included. Operating results for the three months ended
September 30, 2010 are not necessarily indicative of the results that may be expected for the year
ending June 30, 2011 or for any other period. The condensed consolidated balance sheet at June 30,
2010 has been derived from the Company’s audited consolidated financial statements at that date but
does not include all of the information and footnotes required by GAAP for complete financial
statements. These unaudited condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements for the year ended June 30, 2010
included in the Company’s Annual Report on Form 10-K filed with the United States Securities and
Exchange Commission (the “SEC”).
Inventories
Inventories consist primarily of raw materials, and are recorded at the lower of cost or
market value using a first-in, first-out method.
Treasury Shares
Treasury shares are accounted for under the cost method and included as a component of
shareholders’ equity.
Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted-average number
of ordinary shares outstanding for the fiscal period. Diluted net income per share gives effect to
all potentially dilutive securities, including share options and restricted share units (“RSUs”)
using the treasury stock method. Ordinary share equivalents of 1,138,603 and 806,687 were excluded
from the determination of potentially dilutive shares for the three months ended September 30, 2010
and 2009, respectively, due to their anti-dilutive effect.
The following table sets forth the reconciliation of the weighted-average number of ordinary
shares:
Share-Based Compensation
During the three months ended September 30, 2010 and 2009, the Company recorded share-based
compensation costs of $5,371 and $5,310, respectively. Share-based compensation costs capitalized
as part of software and website development costs were $124 and $144 for the three months ended
September 30, 2010 and 2009, respectively.
At September 30, 2010, there was $35,673 of total unrecognized compensation cost related to
non-vested, share-based compensation arrangements. This cost is expected to be recognized over a
weighted average period of 2.4 years.
Income Taxes
The Company is subject to income taxes in certain jurisdictions, including but not limited to
the Netherlands, Canada, Australia, Spain, and the United States. Significant judgments, estimates
and assumptions regarding future events, such as the amount, timing and character of income,
deductions and tax credits, are required in the determination of the Company’s provision for income
taxes. These judgments, estimates and assumptions involve interpreting the tax laws in various
international jurisdictions, analyzing changes in tax laws and regulations, and estimating the
Company’s levels of revenues, expenses and profits in each jurisdiction and the potential impact of
each on the tax liability in any given year.
The Company operates in many jurisdictions where the tax laws relating to the pricing of
transactions between related parties and the determination of permanent establishments and
attribution of effectively connected income are open to interpretation, which could potentially
result in tax authorities asserting additional tax liabilities with no offsetting tax recovery in
other countries.
As of June 30, 2010, the Company had unrecognized tax benefits, including interest, of
approximately $2,327, which will reduce the effective tax rate when recognized. The Company
recognizes interest and penalties related to unrecognized tax benefits in the provision for income
taxes. There have been no significant changes to these amounts during the three months ended
September 30, 2010.
One of the Company’s U.S. subsidiaries and one of its Bermuda subsidiaries are under audit by
the Internal Revenue Service. Also, the same U.S. subsidiary is under audit by the Commonwealth of
Massachusetts. In addition, the Canada Revenue Agency is auditing one of the Company’s Canadian
subsidiaries.
Cash, Cash Equivalents and Marketable Securities
The Company considers all highly liquid investments purchased with an original maturity of
three months or less to be the equivalent of cash for the purpose of balance sheet and statement of
cash flows presentation. Marketable securities, when held, consist primarily of investment-grade
corporate bonds, U.S. government agency issues, and certificates of deposit. At both September 30,
2010 and June 30, 2010, the Company held one auction rate security, included in other assets, for
which the recovery period is expected to be greater than twelve months as a result of failed
auctions. The Company’s marketable securities are classified as “available-for-sale securities” and
carried at fair value, with the unrealized gains and losses reported in a separate component of
accumulated other comprehensive income (loss). The cost of securities sold is based on the specific
identification method. Interest and dividends on securities classified as available-for-sale are
included in interest income.
The Company reviews its investments for other-than-temporary impairment whenever the fair
value of an investment is less than amortized cost and evidence indicates that an investment’s
carrying amount is not recoverable within a reasonable period of time. There were no
other-than-temporary impairments during the three months ended September 30, 2010 and 2009.
Cash, cash equivalents and marketable securities as of September 30, 2010 consisted of the
following:
Cash, cash equivalents and marketable securities as of June 30, 2010 consisted of the
following:
Derivative Instruments and Hedging Activities
The Company records all derivatives on the balance sheet at fair value. The accounting for
changes in the fair value of derivatives depends on the intended use of the derivative, whether the
Company has elected to designate a derivative in a hedging relationship and apply hedge accounting
and whether the hedging relationship has satisfied the criteria necessary to
apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to
changes in the fair value of an asset, liability, or firm commitment attributable to a particular
risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and
qualifying as a hedge of the exposure to variability in expected future cash flows, or other types
of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as
hedges of the currency exchange rate exposure of a net investment in an operation that is not
denominated in U.S. dollars. Hedge accounting generally provides for the matching of the timing of
gain or loss recognition on the hedging instrument with the recognition of the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk in a fair value
hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The
Company may enter into derivative contracts that are intended to economically hedge certain of its
risks, even though hedge accounting does not apply or the Company elects not to apply hedge
accounting.
The effective portion of changes in the fair value of derivatives designated and qualifying as
cash flow hedges of forecasted purchases is recorded in Accumulated Other Comprehensive Income .
The gains and losses will be reclassified into earnings in the same period that the hedged item
affects earnings. The ineffective portion of the change in fair value of derivatives, as well as
amounts excluded from the assessment of hedge effectiveness, if any, are recognized directly in
earnings.
Business Combinations
The Company assigns the value of the consideration transferred to acquire a business to the
tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of
their fair values at the date of acquisition. The Company assesses the fair value of assets,
including intangible assets, using a variety of methods and each asset is measured at fair value
from the perspective of a market participant. The method used to estimate the fair values of
intangible assets incorporates significant assumptions regarding the estimates a market participant
would make in order to evaluate an asset, including a market participant’s use of the asset and the
appropriate discount rates for a market participant. Assets recorded from the perspective of a
market participant that are determined to not have economic use for the Company are expensed
immediately. Any excess purchase price over the fair value of the net tangible and intangible
assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with
a transaction to acquire a business are expensed as incurred.
Intangible Assets
The Company records acquired intangible assets at fair value on the date of acquisition and
amortizes such assets using the straight-line method over the expected useful life of the asset,
unless another amortization method was deemed to be more appropriate.
Long-Lived Assets
The Company continually evaluates whether events or circumstances have occurred that indicate
that the estimated remaining useful life of its long-lived assets, excluding goodwill, may warrant
revision or that the carrying value of these assets may not be recoverable. The Company evaluates
the realizability of its long-lived assets based on profitability and cash flow expectations for
the related asset. Any write-downs are treated as permanent reductions in the carrying amount of
the assets.
Goodwill
The difference between the purchase price and the fair value of assets acquired and
liabilities assumed in a business combination is allocated to goodwill. Goodwill is evaluated for
impairment on an annual basis during the Company’s fiscal third quarter, or earlier if impairment
indicators are present.
Recently Adopted Accounting Pronouncements
Effective July 1, 2010, the Company adopted ASU 2009-13 Multiple-Deliverable Revenue
Arrangements, which amends ASC Subtopic 650-25 Revenue Recognition—Multiple-Element Arrangements
to eliminate the requirement that all undelivered elements have vendor-specific objective evidence
(“VSOE”) or third-party evidence (“TPE”) before an entity can recognize the portion of an overall
arrangement fee that is attributable to items that already have been delivered. In the absence of
VSOE or TPE of the standalone selling price for one or more delivered or undelivered elements in a
multiple-element arrangement, entities will be required to estimate the selling prices of those
elements. The overall arrangement fee
will be allocated to each element (both delivered and undelivered items) based on their
relative selling prices, regardless of whether those selling prices are evidenced by VSOE or TPE or
are based on the entity’s estimated selling price. Additionally,
the new guidance will require
entities to disclose more information about their multiple-element revenue arrangements. The
adoption of this ASU did not have a material impact on the Company’s consolidated financial
statements.
Effective July 1, 2010, the Company adopted ASU 2009-14 Certain Revenue Arrangements that
Include Software Elements, which amends ASC Subtopic 985-605 Software-Revenue Recognition, and
addresses the accounting for revenue transactions involving software, to exclude from its scope
tangible products that contain both software and non-software components that function together to
deliver a product’s essential functionality. The adoption of this ASU did not have a material
impact on the Company’s consolidated financial statements.
|
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| X | ||||||||||
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- Details
|
| X | ||||||||||
|
- Definition
This element may be used to describe all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Fair Value Measurements
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2010
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| Fair Value Measurements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements |
3. Fair Value Measurements
Carrying amounts of financial instruments held by the Company, which includes cash
equivalents, marketable securities, accounts receivable, accounts payable, debt and accrued
expenses approximate fair value due to the short period of time to maturity of those instruments.
The Company uses a three-level valuation hierarchy for measuring fair value and expands
financial statement disclosures about fair value measurements. The valuation hierarchy is based
upon the transparency of inputs to the valuation of an asset or liability as of the measurement
date. The three levels are defined as follows:
A financial instrument’s categorization within the valuation hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. The Company measures the
following financial assets at fair value on a recurring basis.
The fair value of these financial assets was determined using the following inputs at
September 30, 2010:
The Company has the intent and the ability to hold the Level 3 asset until the
anticipated recovery period which it believes will be more than twelve months. There has been no
change in the carrying value of assets measured at fair value using significant unobservable inputs
(Level 3) during the three months ended September 30, 2010.
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| X | ||||||||||
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- Definition
This item represents the complete disclosure regarding the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the Company is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risk is are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Comprehensive Income
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Sep. 30, 2010
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4. Comprehensive Income
Comprehensive income is composed of net income, unrealized gains and losses on marketable
securities and derivatives, and cumulative foreign currency translation adjustments. The following
table displays the computation of comprehensive income:
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- Definition
This label may include the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains and losses on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains and losses on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains and losses on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain or loss and net prior service cost or credit for pension plans and other postretirement benefit plans. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Segment Information
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Sep. 30, 2010
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5. Segment Information
During the quarter ended September 30, 2010, the Company changed its reportable segments to
align with how operating results are reported internally to the Chief Executive Officer, who
constitutes the Company’s Chief Operating Decision Maker (“CODM”) for purposes of making decisions
about how to allocate resources and assess performance. Beginning July 1, 2010, the CODM reviews
revenue and income or loss from operations based on three geographic operating segments: North
America, Europe and Asia-Pacific.
The costs associated with shared central functions are not allocated to the reporting segments
and instead are reported and disclosed under the caption “Corporate and global functions,” which
includes the general and administrative expenses of the corporate support functions, technology and
development, IT operations, and the global component of the Company’s customer service, sales and
design support. The Company does not allocate non-operating income to its segment results. There
are no internal revenue transactions between the Company’s reporting segments and all intersegment
transfers are recorded at cost for presentation to the CODM; therefore, there is no intercompany
profit or loss recognized on these transactions. At this time, the Company does not allocate
various support costs across operating segments, which may limit the comparability of income from
operations by segment. For example, North America customer service, sales and design support does
provide some customer service, sales and design support to other operating segments; however, these
costs are reported in North America.
Revenue by segment is based on the country-specific website through which the customer’s order
was transacted. The following tables set forth revenue and income from operations by operating
segment:
Geographic Data
Revenue by geography is based on the country-specific website through which the customer’s
order was transacted. The following table sets forth revenue and long-lived assets by geographic
area:
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- Definition
This element may be used to capture the complete disclosure about the profit or loss and total assets for each reportable segment, as a single block of text. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Acquisition of Soft Sight, Inc.
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Sep. 30, 2010
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| Acquisition of Soft Sight, Inc. [Abstract] | |
| Acquisition of Soft Sight, Inc. |
6. Acquisition of Soft Sight, Inc.
On December 30, 2009, the Company acquired 100% of the outstanding equity of Soft Sight, Inc.
(“Soft Sight”), a privately held developer of embroidery digitization software based in the United
States, for $6,500 in cash. Soft Sight’s proprietary software enables a customer’s uploaded
graphic artwork to be automatically converted into embroidery stitch patterns for subsequent
manufacturing.
The transaction was accounted for under the acquisition method of accounting. All of the
assets acquired and liabilities assumed in the transaction were recognized at their
acquisition-date fair values, while transaction costs and restructuring costs associated with the
transaction were expensed as incurred. The transaction and restructuring costs did not have a
material impact on the Company’s consolidated results of operations or cash flows. The Company
plans to launch a line of embroidered products to customers in fiscal 2011. Pro forma information
has not been presented because the results of Soft Sight were not material to the Company’s results
of operations for fiscal 2010.
Allocations of Assets and Liabilities
The Company allocated the purchase price for Soft Sight to net tangible assets of $52,
deferred tax assets of $691, intangible assets of $2,647, goodwill of $4,168 and a deferred tax
liability of $1,059. The fair values of the acquired intangible assets were measured from the
perspective of a market participant. Of the $2,647 of acquired intangible assets, $920 was
immediately expensed as there was no economic value to the Company. The carrying value of the
remaining
intangible assets relate to developed embroidery technology and customer lists, which are
being amortized over a weighted average life of approximately 3.8 years.
The deferred tax assets primarily relate to net operating loss carryforwards that will be able
to be utilized to reduce future tax liabilities. The deferred tax liability primarily relates to
the tax impact of future amortization or impairments associated with the identified intangible
assets acquired, which are not deductible for tax purposes.
The difference between the consideration transferred to acquire the business and the fair
value of assets acquired and liabilities assumed was allocated to goodwill. This goodwill relates
to the potential synergies from the integration of the Soft Sight embroidery software capabilities
into the existing Vistaprint product offering. The goodwill will not be deductible for income tax
purposes.
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Schedule of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This schedule does not include leveraged buyouts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Long-Term Debt
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Sep. 30, 2010
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7. Long-Term Debt
The Company’s current portion of long-term debt was $4,889 and $5,222 as of September 30, 2010
and June 30, 2010, respectively. There was no non-current long-term debt outstanding at either
date.
In December 2005, the Company amended its original Canadian credit agreement to include
an additional $10,000 equipment term loan. The borrowings were used to finance printing equipment
purchases for the Windsor production facility. The remaining obligation under the Company’s amended
Canadian credit agreement is payable in monthly installments of $111 with the remaining balance of
$4,667 to be paid during December 2010.
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- Definition
This element may be used to capture the complete disclosure pertaining to long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Commitments and Contingencies
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Sep. 30, 2010
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| Commitments and Contingencies [Abstract] | |
| Commitments and Contingencies |
8. Commitments and Contingencies
Purchase Commitments
At September 30, 2010, the Company had unrecorded commitments under contract for site
development and construction of its Jamaican customer support and design center of approximately
$1,850, and to purchase production equipment for our Dutch and Canadian production facilities of
approximately $4,045 and $2,025, respectively.
Legal Proceedings
On July 27, 2006, Vistaprint Technologies Limited, an indirect wholly owned subsidiary of
Vistaprint N.V., filed a patent infringement lawsuit against print24 GmbH, unitedprint.com AG and
their two managing directors in the District Court in Düsseldorf Germany, alleging infringement by
the defendants in Germany of one of Vistaprint Technologies Limited’s European patents related to
computer-implemented methods and apparatus for generating pre-press graphic files. On June 7, 2007,
unitedprint.com AG filed a patent nullification action in the German Patent Court in relation to
the same European patent at issue in Vistaprint Technologies Limited’s infringement lawsuit against
print24 and its co-defendants. On July 31, 2007, the District Court in Düsseldorf ruled in
Vistaprint Technologies Limited’s favor on the underlying infringement claim against print24 and
its co-defendants, granting all elements of the requested injunction and ordering the defendants to
pay damages for past infringement. The Düsseldorf District Court’s ruling went into effect in early
September 2007 and was not appealed by the defendants. On November 13, 2008, the German Patent
Court held an oral hearing on the patent nullification action brought by unitedprint.com and
revoked the patent at issue. The Patent Court issued a written opinion stating the basis for its
ruling on March 24, 2009, and on April 22, 2009, Vistaprint Technologies Limited filed a notice of
appeal of the Patent Court’s ruling with the German Federal Supreme Court. The Company is unable to
express an opinion as to the likely outcome of such appeal.
On May 14, 2007, Vistaprint Technologies Limited filed a patent infringement lawsuit against
123Print, Inc. and Drawing Board (US), Inc., subsidiaries of Taylor Corporation, in the United
States District Court for the District of Minnesota. The complaint in the lawsuit asserts that the
defendants have infringed and continue to infringe three U.S. patents owned by Vistaprint
Technologies Limited related to browser-based tools for online product design. The complaint seeks
an injunction against the defendants and the recovery of damages. The defendants filed their Answer
and Counterclaims to the complaint on June 7, 2007, in which they denied the infringement
allegations and asserted counterclaims for declaratory judgment of invalidity, unenforceability and
non-infringement of the patents-in-suit. In August 2007, another Taylor Corporation subsidiary,
Taylor Strategic Accounts, Inc., was added as an additional defendant in the case. The exchange of
relevant documents and records and the depositions of fact witnesses in connection with the
allegations of the parties have been substantially completed. In early June 2008, newly discovered
third party prior art documents were introduced into the
litigation. These documents had not been reviewed and considered by the U.S. Patent Office
prior to issuance of the patents-in-suit. For that reason, on June 30, 2008, Vistaprint
Technologies Limited requested the United States District Court to stay the litigation to provide
the U.S. Patent Office an opportunity to reexamine the patents-in-suit in light of these newly
discovered documents, and the Court granted Vistaprint Technologies Limited’s request for a stay on
September 2, 2008. Vistaprint Technologies Limited then submitted a request for reexamination of
each of the patents-in-suit to the U.S. Patent Office, which granted the reexamination requests in
February 2009. Pursuant to the Court’s order, the stay will remain in place pending the resolution
of the requests for reexamination. On October 28, 2008, a St. Paul, Minnesota law firm representing
Taylor Corporation also filed requests with the U.S. Patent Office seeking reexamination of the
three patents-in-
suit. These reexamination requests were granted in May and June 2009 and were
merged in September 2009 with the reexaminations earlier filed by Vistaprint Technologies Limited.
The Company is unable to express an opinion as to the likely outcome of any such reexamination or
of the underlying lawsuit.
On June 26, 2009, Vistaprint Limited, the Company’s wholly owned subsidiary, and Vistaprint
USA, Incorporated, a wholly owned subsidiary of Vistaprint Limited, together with sixteen other
companies unaffiliated with Vistaprint Limited or Vistaprint USA, Incorporated, were named as
defendants in a complaint for patent infringement by Soverain Software LLC (“Soverain”) in the
United States District Court for the Eastern District of Texas. The complaint alleged that the
named defendants were infringing U.S. Patents 5,715,314, 5,909,492 and 7,272,639. Two of the
asserted patents relate generally to network-based sales systems employing a customer computer, a
shopping cart computer and a shopping cart database. The third patent relates generally to the use
of session identifiers in connection with requests transmitted through a network between a client
and a server. The plaintiff sought declarations that the patents at issue are valid and enforceable
and that the defendants infringe the patents, as well as the entry of a preliminary and permanent
injunction and damages.
In October 2010, the Company entered into a settlement agreement with Soverain, under which
Soverain agreed to dismiss its lawsuit. The settlement has been accounted for as a recognized
subsequent event for purposes of our financial statements as of and for the period ended September
30, 2010. Accordingly, the amount of the settlement has been recorded as an accrued expense in the
consolidated balance sheet as of September 30, 2010 and recognized as part of our technology and
development expense in the consolidated statement of income for the period ended September 30,
2010.
On July 21, 2009, Vistaprint Limited and OfficeMax Incorporated were named as defendants in a
complaint for patent infringement filed by ColorQuick LLC in the United States District Court for
the Eastern District of Texas. The complaint alleges that Vistaprint Limited and OfficeMax
Incorporated are infringing U.S. patent 6,839,149, relating generally to systems and methods for
processing electronic files stored in a page description language format, such as PDF. The
plaintiff is seeking a declaration that the patent at issue is valid and enforceable, a declaration
that Vistaprint Limited infringes, the entry of a preliminary and permanent injunction, and
damages. The Company is unable to express an opinion as to its likely outcome.
The Company is not currently party to any other material legal proceedings. The Company is
involved, from time to time, in various legal proceedings arising from the normal course of
business activities. Although the results of litigation and claims cannot be predicted with
certainty, the Company does not expect resolution of these matters to have a material adverse
impact on its consolidated results of operations, cash flows or financial position. However, an
unfavorable resolution of such a proceeding could, depending on its amount and timing, materially
affect the Company’s results of operations, cash flows or financial position in a future period.
Regardless of the outcome, litigation can have an adverse impact on the Company because of defense
costs, diversion of management resources and other factors.
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- Definition
Includes disclosure of commitments and contingencies. This element may be used as a single block of text to encapsulate the entire disclosure including data and tables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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