Vistaprint 2012 Annual Report Download - page 76

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72
• our interest coverage ratio, which is the ratio of our TTM consolidated EBITDA to our TTM consolidated
interest expense, will be at least 3.0.
As of June 30, 2012, we were in compliance with all financial covenants under the credit agreement.
(*) The definitions of EBITDA and consolidated indebtedness are maintained in the credit agreement filed on October 26, 2011.
Availability under our credit facility consisted of the following:
June 30, 2012
Maximum aggregate available borrowing amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 387,500
Outstanding borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (229,000)
Other limitations (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,012)
Maximum additional available borrowing amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 136,488
_________________
(1) We have other financial obligations, including installment obligations and letters of credit, that constitute additional indebtedness based on
the definitions within the credit facility. This additional indebtedness, as well as our current leverage, can potentially decrease the available
amounts under the credit facility.
All debt principal amounts outstanding under the credit facility as of June 30, 2012 are not due until
maturity, October 21, 2016, and have been classified as long-term liabilities.
9. Shareholders’ Equity
Share purchases
During the years ended June 30, 2012 and 2011, we purchased our ordinary shares for a cost of $309,701
and $56,935 , respectively. As of June 30, 2012, we completed the share purchase programs authorized by our
Supervisory Board on November 9, 2010 and October 3, 2011. On May 14, 2012, we announced that our
Supervisory Board authorized a purchase of up to an additional 4,015,127 of our ordinary shares, of which
1,203,021 shares remain available for purchase.
For RSUs that vest, we withhold shares from certain transactions with a value equivalent to the minimum
statutory tax withholding obligation and remit the cash to the appropriate taxing authorities. Total payments for the
employees’ tax obligations to the taxing authorities were $4,149, $5,653, and $6,142 in fiscal 2012, 2011, and 2010,
respectively, and are reflected as a financing activity within the consolidated statements of cash flows. These
withholdings have the effect of share purchases by us as they reduce the number of shares that would have
otherwise been issued as a result of the vesting.
Share-based awards
The 2011 Equity Incentive Plan (the “2011 Plan”) became effective upon shareholder approval on June 30,
2011 and allows us to grant share options, share appreciation rights, restricted shares, restricted share units and
other awards based on our ordinary shares to our employees, officers, non-employee directors, consultants and
advisors. Among other terms, the 2011 Plan requires that the exercise price of any share option or share
appreciation right granted under the 2011 Plan be at least 100% of the fair market value of the ordinary shares on
the date of grant; limits the term of any share option or share appreciation right to a maximum period of ten years;
provides that shares underlying outstanding awards under the Amended and Restated 2005 Equity Incentive Plan
that are canceled, forfeited, expired or otherwise terminated without having been issued in full will become available
for the grant of new awards under the 2011 Plan; and prohibits the repricing of any share options or share
appreciation rights without shareholder approval. In addition, the 2011 Plan provides that the number of ordinary
shares available for issuance under the plan will be reduced by (i) 1.56 ordinary shares for each share subject to a
restricted share or other share-based award with a per share or per unit purchase price lower than 100% of the fair
market value of the ordinary shares on the date of grant and (ii) one ordinary share for each share subject to any
other award under the 2011 Plan.