Plantronics 2014 Annual Report Download - page 47

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From time to time, our 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 ASR agreements. The following
table summarizes our repurchase of common stock as part of these publicly announced repurchase programs as well as share
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,
2014 2013 2012
Repurchase of common stock:
Shares 1,949,407 751,706 8,027,287
Cost $ 85.7 $ 23.9 $ 273.8
Employees' tax withheld and paid for restricted stock and restricted stock units:
Shares 138,022 93,206 74,732
Cost $ 6.2 $ 3.0 $ 2.6
As of March 31, 2014, there were a total of 932,500 remaining shares authorized for repurchase, all of which are under our program
approved by the Board of Directors on February 20, 2014. Refer to Note 10, 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 2014. On January 2, 2013 and December 28, 2011 we retired 5,398,376
and 5,000,000 shares of treasury stock, respectively, 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 January 2014 to extend its term to May 2017 (as amended, "the Credit Agreement"). The Credit Agreement provides
for a $100.0 million unsecured revolving line of credit ("the line of credit") to augment our financial flexibility and, if requested
by us, the Bank may increase its commitment thereunder by up to $100.0 million, for a total facility of up to $200.0 million. Any
outstanding principal, together with accrued and unpaid interest, is due on the amended maturity date of May 9, 2017 and our
obligations under the Credit Agreement are guaranteed by our domestic subsidiaries, subject to certain exceptions. As of March 31,
2014, we had no 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 interest payments divided by EBITDA
We were in compliance with these financial covenant ratios as of March 31, 2014.
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, 2014, 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,
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.