Plantronics 2015 Annual Report Download - page 45

From time to time, our Board of Directors ("the Board") authorizes programs under which we may repurchase shares of our
common stock, depending on market conditions, in the open market or through privately negotiated transactions, including
accelerated stock repurchase agreements. The following table summarizes our repurchase of common stock as part of these
publicly announced repurchase programs as well as shares withheld in satisfaction of employee tax withholding obligations upon
the vesting of restricted stock granted under our stock plans:
(in millions except share data) Fiscal Year Ended March 31,
2015 2014 2013
Repurchase of common stock:
Shares 2,221,448 1,949,407 751,706
Cost $ 112.9 $ 85.7 $ 23.9
Employees' tax withheld and paid for restricted stock and restricted stock units:
Shares 164,387 138,022 93,206
Cost $ 7.6 $ 6.2 $ 3.0
As of March 31, 2015, there remained a total of 2,711,052 shares authorized for repurchase under the stock repurchase program
approved by the Board on March 4, 2015. Refer to Note 11, Common Stock Repurchases, of our Notes to Consolidated Financial
Statements in this Form 10-K for more information regarding our stock repurchase programs.
We had no retirements of treasury stock in fiscal year 2015. On January 2, 2013, we retired 5,398,376 shares of treasury stock
which were returned to the status of authorized but unissued shares. These were non-cash equity transactions under which the cost
of the reacquired shares was recorded as a reduction to both retained earnings and treasury stock.
In May 2011, we entered into a Credit Agreement with Wells Fargo Bank, National Association ("the Bank"), as most recently
amended in March 2015 (as amended, "the Credit Agreement") to increase our outstanding $100 million unsecured revolving
credit facility ("the line of credit") by an additional $100 million, for a total facility of $200 million. Any outstanding principal,
together with accrued and unpaid interest, is due on the amended maturity date of May 9, 2018 and our obligations under the
Credit Agreement are guaranteed by our domestic subsidiaries, subject to certain exceptions. As of March 31, 2015 we had $34.5
million in outstanding borrowings under the line of credit. Loans under the Credit Agreement bear interest at our election (1) at
the Bank's announced prime rate less 1.50% per annum, (2) at a daily one month LIBOR rate plus 1.10% per annum, or (3) at an
adjusted LIBOR rate, for a term of one, three or six months, plus 1.10% per annum.
The line of credit requires us to comply with the following two financial covenant ratios, in each case at each fiscal quarter end
and determined on a rolling four-quarter basis:
• Maximum ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA")
• Minimum EBITDA coverage ratio, which is calculated as EBITDA divided by interest payments
We were in compliance with these financial covenant ratios as of March 31, 2015.
In addition, we and our subsidiaries are required to maintain, on a consolidated basis, unrestricted cash, cash equivalents, and
marketable securities plus availability under the Credit Agreement at the end of each fiscal quarter of at least $200.0 million. The
line of credit contains affirmative covenants, including covenants regarding the payment of taxes and other liabilities, maintenance
of insurance, reporting requirements, and compliance with applicable laws and regulations. The line of credit also contains negative
covenants, among other things, limiting our ability to incur debt, make capital expenditures, grant liens, make acquisitions, and
make investments. The events of default under the line of credit include payment defaults, cross defaults with certain other
indebtedness, breaches of covenants, judgment defaults, and bankruptcy and insolvency events involving us or any of our
subsidiaries. As of March 31, 2015, we were in compliance with all covenants under the line of credit.
Our liquidity, capital resources, and results of operations in any period could be affected by repurchases of our common stock,
dividend payments, the exercise of outstanding stock options, restricted stock grants under stock plans, and the issuance of common
stock under our employee stock purchase plan ("ESPP"). We receive cash from the exercise of outstanding stock options and the
issuance of shares under our ESPP; however, the resulting increase in the number of outstanding shares from these equity grants
and issuances could affect our earnings per share. We cannot predict the timing or amount of proceeds from the sale or exercise
of these securities or whether they will be exercised, forfeited, or expire unexercised.
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