Convertible Senior Notes, Warrants, and Hedges | Convertible Senior Notes, Warrants and Hedges Convertible Notes Offering On October 29, 2015, the Company priced its private offering of $325.0 million in aggregate principal amount of 0.875% Convertible Senior Notes due 2022 ("Initial Convertible Notes"). On November 3, 2015, the initial purchasers in such offering exercised in full the over-allotment option to purchase an additional $48.8 million in aggregate principal amount of Convertible Notes (“Additional Convertible Notes”, and together “Convertible Notes”). The aggregate principal amount of Convertible Notes is $373.8 million . The net proceeds from this offering were approximately $363.4 million , after deducting the initial purchasers’ discounts and commissions and the offering expenses. The Convertible Notes are governed by the terms of an indenture, dated November 4, 2015 (“Indenture”), between the Company and a trustee. The Convertible Notes are the senior unsecured obligations of the Company and bear interest at a rate of 0.875% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2016. The Convertible Notes will mature on November 15, 2022, unless earlier repurchased or converted. At any time prior to the close of business on the business day immediately preceding August 15, 2022, holders may convert their Convertible Notes at their option only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on April 3, 2016 (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after August 15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the forgoing circumstances. The conversion rate for the Convertible Notes will initially be 29.8920 shares of common stock per $1,000 principal amount of Convertible Notes, which corresponds to an initial conversion price of approximately $33.45 per share of common stock. The conversion rate is subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of certain stock dividends on common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, the payment of cash dividends and certain issuer tender or exchange offers. At the debt issuance date, the Convertible Notes, net of issuance costs, consisted of the following: (in thousands) November 3, 2015 Liability component Principal $ 274,435 Less: Issuance cost (7,568 ) Net carrying amount 266,867 Equity component * Allocated amount 99,316 Less: Issuance cost (2,738 ) Net carrying amount 96,578 Convertible Notes, net $ 363,445 * Recorded on the Condensed Consolidated Balance Sheets within additional paid-in capital. The following table includes total interest expense recognized related to the Convertible Notes during the three and nine months ended December 30, 2018 and December 31, 2017 : Three Months Ended Nine Months Ended (in thousands) December 30, 2018 December 31, 2017 December 30, 2018 December 31, 2017 Contractual interest expense $ 826 $ 827 $ 2,480 $ 2,480 Amortization of debt discount 3,437 3,254 10,173 9,631 Amortization of debt issuance costs 271 270 811 811 $ 4,534 $ 4,351 $ 13,464 $ 12,922 The net liability component of Convertible Notes is comprised of the following as of December 30, 2018 : (in thousands) December 30, 2018 Net carrying amount as of April 1, 2018 $ 299,551 Amortization of debt issuance costs during the period 10,173 Amortization of debt discount during the period 811 Net carrying amount as of December 30, 2018 $ 310,535 During both the three and nine months ended December 30, 2018 and December 31, 2017 , the Company paid contractual interest on the Convertible Notes of approximately $1.6 million and $3.3 million , respectively. See Note 5 to the Company's condensed consolidated financial statements for fair value disclosures related to the Company's Convertible Notes. The price of the Company’s common stock was greater than or equal to 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on the last trading day of fiscal quarter ended December 30, 2018. Therefore, as of December 30, 2018, the conversion threshold had been met and the Convertible Notes became convertible at the holders’ option beginning on December 31, 2018 and ending on March 31, 2019. As such, the $310.5 million carrying value of the Convertible Notes as of December 30, 2018 was classified as a current liability and the $63.2 million difference between the principal amount and the carrying value of the Convertible Notes was reclassified from shareholders' equity to convertible debt conversion obligation in the mezzanine equity section of the Condensed Consolidated Balance Sheet as of December 30, 2018. The determination of whether or not the Convertible Notes are convertible must continue to be performed on a quarterly basis. Consequently, the Convertible Notes may be reclassified as long-term debt and the convertible debt conversion obligation may be reclassified within shareholders' equity if the conversion threshold is not met in future quarters. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election. Holders will not receive any additional cash payment or additional shares of the Company's common stock representing accrued and unpaid interest, if any, upon conversion of a Convertible Note, except in limited circumstances. Instead, interest will be deemed to be paid by the cash and shares, if any, of the Company’s common stock paid or delivered, as the case may be, to such holder upon conversion of a Convertible Note. As of December 30, 2018, the Company had not received conversion notices and no conversions had taken place. Convertible Note Hedge and Warrant Transactions In connection with the pricing of the Convertible Notes, on October 29, 2015, the Company entered into convertible note hedge transaction (the "Initial Bond Hedge"), with JPMorgan Chase Bank, National Association (the “Option Counterparty”) and paid $81.9 million . On October 29, 2015 , the Company also entered into separate warrant transaction (the "Initial Warrant Transaction") with the Option Counterparty and received $49.4 million . In connection with the exercise of the Over-Allotment Option, on November 3, 2015, the Company entered into a convertible note hedge transaction (the “Additional Bond Hedge”, and together with the Initial Bond Hedges, the “Bond Hedge”) with the Option Counterparty and paid $12.3 million . On November 3, 2015, the Company also entered into separate additional warrant transaction (the “Additional Warrant Transaction”, and together with the Initial Warrant Transaction, the “Warrant Transactions”) with the Option Counterparty and received $7.4 million . Total amount paid for the purchase of bond hedge and total amount received for the sale of warrants were $94.2 million and $56.8 million , respectively. The Bond Hedges are generally expected to reduce the potential dilution upon conversion of the Convertible Notes and/or offset any payments in cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, that the Company is required to make in excess of the principal amount of the Convertible Notes upon conversion of any Convertible Notes, as the case may be, in the event that the market price per share of common stock, as measured under the terms of the Bond Hedges, is greater than the strike price $33.45 of the Bond Hedges, which initially corresponds to the conversion price of the Convertible Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. The Warrant Transactions will separately have a dilutive effect to the extent that the market value per share of common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants issued pursuant to the Warrant Transactions (the “Warrants”). The initial strike price of the Warrants is $48.66 per share. The Bond Hedges and Warrants are not marked to market. The value of the Bond Hedges and Warrants were initially recorded in stockholders' equity and continue to be classified as stockholders' equity in accordance with ASC 815-40, Derivatives and Hedging – Contracts in Entity's Own Equity . As of December 30, 2018 and April 1, 2018 , no warrants have been exercised. Term B Loan On April 4, 2017 , the Company, JP Morgan Chase bank, N.A.("JP Morgan") as administrative agent and a group of lenders entered into a credit agreement that provides for variable rate term loans in aggregate principal amount of $200.0 million , with an original term of 7 years (the "Initial Term B Loan"). After payment of transaction costs associated with the Credit Agreement, the Company received net proceeds from the Initial Term B Loan of approximately $194.3 million , which was used to partially finance the acquisition of GigPeak and other payments related to such transaction. On May 29, 2018 (the "Closing Date"), the Company entered into Amendment No. 1 (the “Amendment”) to its Credit Agreement, for the purpose of, among other things, reducing the interest margin applicable to loans under the Credit Agreement by 0.50% , all of which was treated as a debt modification. On the Closing Date, the aggregate principal amount of the term loans outstanding under the Credit Agreement was approximately $198.0 million . Under the Amendment, the lenders agreed to provide to IDT new term loans (the “Term B-1 Loan”) in the same aggregate principal amount as the outstanding Initial Term B Loan. Such Term B-1 Loan was used to refinance the outstanding Initial Term B Loan in full. The maturity date of the Term B-1 Loan is April 4, 2024 ; provided that if any of the Company's Convertible Notes are outstanding on August 16, 2022, the maturity date of which had not otherwise been extended to a date that is no earlier than 91 days after April 4, 2024 , the Term B-1 Loan maturity date shall instead be August 16, 2022, unless the Company and its guarantors shall have cash, permitted investments and/or unwithdrawn revolving credit commitments in an aggregate amount not less than the aggregate principal amount of then outstanding Convertible Notes. The Company will repay the principal amount of the Term B-1 Loan on the last day of each March 31, June 30, September 30 and December 31, in an amount equal to 0.25% of the principal amount of the Term B-1 Loan; and on the maturity date, as described above, in an amount equal to the remainder of the outstanding principal amount of the Term B-1 Loan. The Company may prepay the Term B-1 Loan, in whole or in part, at any time without premium or penalty, subject to certain conditions, and amounts repaid or prepaid may not be reborrowed. The interest rate of the Term B-1 Loan is based on adjusted LIBO rate which is equal to the LIBO rate for such interest period multiplied by statutory reserve rate, plus an applicable margin of 2.5% ( 3.0% prior to the Amendment). For the three-month periods ended December 30, 2018 and December 31, 2017 , the interest rate on the Term B-1 Loan and the Initial Term B Loan was approximately 4.80% and 4.15% , respectively. The following table summarizes the outstanding borrowings as of December 30, 2018 and April 1, 2018 : (in thousands) December 30, 2018 April 1, 2018 Outstanding principal balance $ 197,010 $ 198,000 Unamortized debt issuance costs and debt discount (4,312 ) (4,927 ) Outstanding principal, net of unamortized debt issuance costs and debt discount $ 192,698 $ 193,073 Classified as follows: Current portion of bank loan $ 192,698 $ 2,000 Long-term bank loan $ — $ 191,073 As of December 30, 2018, the Company has reclassified the Term B-1 Loan with net carrying amount of $192.7 million to short-term liability based on its intent and ability to fully settle the Term B-1 Loan within the next twelve months and prior to the close of the Merger. The Company made payments totaling $1.0 million towards the outstanding principal balance of the Term B-1 Loan during the nine months ended December 30, 2018 . The following table includes the total interest expense recognized during the three and nine months ended December 30, 2018 and December 31, 2017 , respectively: Three Months Ended Nine Months Ended (in thousands) December 30, 2018 December 31, 2017 December 30, 2018 December 31, 2017 Contractual interest expense $ 2,390 $ 2,015 $ 7,049 $ 6,398 Amortization of debt issuance costs and debt discount 205 205 615 614 Total $ 2,595 $ 2,220 $ 7,664 $ 7,012 The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends or make distributions and repurchase stock. The Credit Agreement includes customary events of default, including among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants. Under certain circumstances, a default interest rate will apply on all overdue obligations under the Credit Agreement at a per annum rate equal to 2.00% above the applicable interest rate for any overdue principal and 2.00% above the rate applicable for base rate loans for any other overdue amounts. The occurrence of an event of default could result in the acceleration of obligations. The Company is in compliance with the covenants as of December 30, 2018 . See Note 5 to the Company's consolidated financial statements for fair value determination. |