Debt And Capital Lease Obligations | Note 5. Debt and Capital Lease Obligations Debt at December 2, 2017 and September 2, 2017 consisted of the following: December 2, September 2, 2017 2017 (Dollars in thousands) Credit Facility: Revolver $ 291,000 $ 332,000 Private Placement Debt: Senior notes, series A 75,000 75,000 Senior notes, series B 100,000 100,000 Capital lease and financing obligations 28,436 27,829 Less: unamortized debt issuance costs (1,755) (1,852) Total debt $ 492,681 $ 532,977 Less: short-term debt (1) (291,679) (331,986) Long-term debt $ 201,002 $ 200,991 ____________________ (1) Net of unamortized debt issuance costs expected to be amortized in the next twelve months. Credit Facility In April 2017, the Company entered into a $600,000 credit facility (the “ Credit Facility”). The Credit Facility, which matures on April 14, 2022 , provides for a five -year unsecured revolving loan facility in the aggregate amount of $600,000 . The Credit Facility permits up to $50,000 to be used to fund letters of credit. The Credit Facility also permits the Company to request one or more incremental term loan facilities and/or increase the revolving loan commitments in an aggregate amount not to exceed $300,000 . Subject to certain limitations, each such incremental term loan facility or revolving commitment increase will be on terms as agreed to by the Company, the Administrative Agent and the lenders providing such financing. Borrowings under the Credit Facility bear interest, at the Company’s option, either at (i) the LIBOR (London Interbank Offered Rate) rate plus the applicable margin for LIBOR loans ranging from 1.00% to 1.375% , based on the Company’s consolidated leverage ratio; or (ii) the greatest of (a) the Administrative Agent’s prime rate in effect on such day, (b) the federal funds effective rate in effect on such day, plus 0.50% and (c) the LIBOR rate that would be calculated as of such day in respect of a proposed LIBOR loan with a one-month interest perio d, plus 1.00%, plus, in th e case of each of clauses (a) through (c), an applicable margin ranging from 0.00% to 0.375% , based on the Company’s consolidated leverage ratio. The Company is required to pay a quarterly undrawn fee ranging from 0.10% to 0.20% per annum on the unutilized portion of the Credit Facility, based on the Company’s consolidated leverage ratio. The Company is also required to pay quarterly letter of credit usage fees ranging between 1.00% to 1.375% (based on the Company’s consolidated leverage ratio) on the amount of the daily average outstanding letters of credit, and a quarterly fronting fee of 0.125% per annum on the undrawn and unexpired amount of each letter of credit . The weighted average applicable borrowing rate for the Company for any borrowings outstanding under the Credit Facility at December 2, 2017 was 2.46% which represents LIBOR plus 1.125% . Based on the interest period the Company selects, interest may be payable every one, two, three or six months. Interest is reset at the end of each interest period. The Company currently elects to have loans under the Credit Facility bear interest based on LIBOR with one -month interest periods. During the thirteen -w eek period ended December 2, 2017 , the Company borrowed $24,000 and repaid $65,000 under the revolving loan facility. Private Placement Debt In July 201 6, in connection with the Company’s “modified Dutch auction” tender offer, the Company completed the issuance and sale of the following unsecured senior notes (collectively “Private Placement Debt”): · $75,000 aggregate principal amount of 2.65% Senior Notes, Series A, due July 28, 2023 (“Senior notes, series A”); and · $100,000 aggregate principal amount of 2.90% Senior Notes, Series B, due July 28, 2026 (“Senior notes, series B”). The Private Placement Debt is due, in full, on the stated maturity dates. Interest is payable semiannually at the fixed stated interest rates. The Credit Facility and Private Placement Debt contain several restrictive covenants including the requirement that the Company maintain a maximum consolidated leverage ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation, amortization and stock-based compensation) of no more than 3.00 to 1.00 (or, at the election of the Company after it consummates a material acquisition, a four-quarter temporary increase to 3.50 to1.00) , and a minimum consolidated interest coverage ratio of EBITDA to total interest expense of at least 3.00 to 1.00, during the term s of the Credit Facility and Private Placement Debt. At December 2, 2017 , the Company was in compliance with the operating and financial covenants of the Credit Facility and Private Placement Debt. Capital Lease and Financing Obligations In connection with the construction of the Company’s customer fulfillment center in Columbus, Ohio, the Finance Authority holds the title to the building and entered into a long-term lease with the Company. The lease has a 20 -year term with a prepayment option without penalty between 7 and 20 years. At the end of the lease term, the building’s title is transferred to the Company for a nominal amount when the principal of and interest on the bonds have been fully paid. The lease has been classified as a capital lease in accordance with ASC Topic 840. At December 2, 2017 and September 2, 2017 , the capital lease obligation was approximately $27,025 . From time to time, the Company enters into capital leases and financing arrangements with vendors to purchase certain IT equipment or software. The equipment or software acquired from these vendors is paid over a specified period of time based on the terms agreed upon. During the thirteen-week period ended December 2, 2017, the Company entered into a financing obligation for certain software totaling $721 . The gross amount of property and equipment acquired under this financing obligation at December 2, 2017 was approximately $721 . Related accumulated amortization totaled $120 as of December 2, 2017. |