DEBT

12 Months Ended

Mar. 31, 2018

Credit Agreement

In December 2017, we entered into a Seventh Amendment to our Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”). The Credit Agreement provides for borrowings of up to $100,000 which may be increased by up to $100,000 pursuant to the terms of the Credit Agreement and which is secured by substantially all of our assets and the equity of our subsidiaries. The Credit Agreement expires on August 18, 2019. Revolving loans under the Credit Agreement bear interest at our election of (a) 0.25% to 0.75% above a certain base rate (4.75% at March 31, 2018), or (b) 1.25% to 1.75% above the LIBOR Rate (approximately 1.88% at March 31, 2018), with the margin rate subject to the achievement of certain average liquidity levels. We are also required to pay a monthly fee on the unused available balance, ranging from 0.25% to 0.375% based on availability. We had no outstanding borrowings at March 31, 2018 and 2017.

Availability under the Credit Agreement is unrestricted when liquidity, as defined in the Credit Agreement, is at least $300,000. When liquidity is below $300,000 availability under the Credit Agreement is restricted by our United States and United Kingdom based accounts receivable and inventory balances. The Credit Agreement also allows for the issuance of letters of credit in an aggregate amount of up to $5,000.

Information related to availability on our Credit Agreement is as follows:



	March 31,
	2018		2017
Available borrowings	$	98,335	$	98,320
Outstanding letters of credit	$	1,664	$	1,664

We recorded interest expense and fees related to the Credit Agreement of $441, $441 and $438, for the fiscal years ended March 31, 2018, 2017 and 2016, respectively. The Credit Agreement contains covenants that substantially limit our and our subsidiaries' ability to: create, incur, assume or be liable for indebtedness; dispose of assets outside the ordinary course of business; acquire, merge or consolidate with or into another person or entity; create, incur or allow any lien on any of their respective properties; make investments; or pay dividends or make distributions (each subject to certain limitations); or optionally prepay any indebtedness (subject to certain exceptions, including an exception permitting the redemption of the Company's unsecured convertible senior notes upon the meeting of certain minimum liquidity requirements). In addition, the Credit Agreement provides for certain events of default such as nonpayment of principal and interest, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, default on indebtedness held by third parties and default on certain material contracts (subject to certain limitations and cure periods). The Credit Agreement also contains a requirement that we maintain an interest coverage ratio of more than one to one for the trailing twelve-month period, if certain average liquidity levels fall below $30,000.

Convertible Notes Due 2018

On June 18, 2013, we issued $250,000 aggregate principal amount of 1.00% Convertible Notes due 2018. The 1.00% Convertible Notes were issued at 98.5% of par value for proceeds of $246,250. Interest on the 1.00% Convertible Notes is payable semi-annually in arrears on July 1st and January 1st of each year, commencing on January 1, 2014. The 1.00% Convertible Notes mature on July 1, 2018, unless earlier repurchased by the Company or converted. The Company does not have the right to redeem the 1.00% Convertible Notes prior to maturity. The Company also granted the underwriters a 30-day option to purchase up to an additional $37,500 principal amount of 1.00% Convertible Notes to cover overallotments, if any. On July 17, 2013, the Company closed its public offering of $37,500 principal amount of the Company's 1.00% Convertible Notes as a result of the underwriters exercising their overallotment option in full on July 12, 2013, bringing the total proceeds to $283,188.

The 1.00% Convertible Notes are convertible at an initial conversion rate of 46.4727 shares of our common stock per $1 principal amount of 1.00% Convertible Notes (representing an initial conversion price of approximately $21.52 per share of common stock for a total of approximately 13,361 underlying conversion shares) subject to adjustment in certain circumstances.

During the fiscal year ended March 31, 2018, 1.00% Convertible Notes with an aggregate principal value of $259,989 were submitted for conversion. We elected to settle the conversion in shares of our common stock. As a result of early conversions of the 1.00% Convertible Notes, we recorded a gain within Interest and other, net on our Consolidated Statement of Operations of $4,900 for the fiscal year ended March 31, 2018.

The following table provides additional information related to our 1.00% Convertible Notes:



	March 31,
	2018		2017
Additional paid-in capital	$	35,784	$	35,784
Principal amount of 1.00% Convertible Notes	$	8,160	$	268,149
Unamortized discount of the liability component	89		15,751
Carrying amount of debt issuance costs	3		469
Net carrying amount of 1.00% Convertible Notes	$	8,068	$	251,929

As of March 31, 2018 and 2017, the if-converted value of our 1.00% Convertible Notes exceeded the principal amount of $8,160 and $268,149, respectively, by $28,639 and $470,456, respectively.

As of April 1, 2018 until the close of business on the business day immediately preceding the maturity date, holders may convert their 1.00% Convertible Notes at any time. Prior to April 26, 2018, upon conversion, the 1.00% Convertible Notes were eligible to be settled, at our election, in cash, shares of our common stock, or a combination of cash and shares of our common stock. Effective April 26, 2018, we elected to settle our remaining conversion obligations in connection with the 1.00% Convertible Notes solely in shares of our common stock and accordingly notified the Trustee. As such, we have continued to classify these 1.00% Convertible Notes as long-term debt.

The following table provides the components of interest expense related to our 1.00% Convertible Notes:



	Fiscal Year Ended March 31,
	2018		2017		2016
Cash interest expense (coupon interest expense)	$	539	$	2,784	$	2,875
Non-cash amortization of discount on 1.00% Convertible Notes	15,662		14,221		12,085
Amortization of debt issuance costs	466		453		443
Total interest expense related to 1.00% Convertible Notes	$	16,667	$	17,458	$	15,403