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Debt
3 Months Ended
Nov. 30, 2014
Debt Disclosure [Abstract]  
Debt

4—DEBT

On August 1, 2014, the Company refinanced its obligations then outstanding under the $130 million 2012 Fourth Amended and Restated Credit Agreement and entered into a $145 million Credit Agreement (the “2014 Agreement”) with a syndicate of lenders.

Under the 2014 Agreement, the Company may borrow $145 million in revolving lines of credit. The lenders’ revolving credit loan commitment may be increased under certain conditions. Under the 2014 Agreement, there are no scheduled principal payments prior to maturity on August 1, 2019.

At November 30, 2014, the Company had $74.0 million outstanding under the 2014 Agreement. Interest rates under the 2014 Agreement are variable and are based on either a base rate or a eurodollar rate, depending on the Company’s selection of available borrowing options, plus the applicable margin. The applicable margin varies from 1.0% to 2.5% for base rate loans and from 2.0% to 3.5% for eurodollar loans, depending on the Company’s Total Leverage Ratio (as defined in the 2014 Agreement).

 

The 2014 Agreement provides that the Total Leverage Ratio, which is generally computed as funded debt divided by earnings before interest, taxes, depreciation and amortization, shall not exceed 5.00 through August 31, 2015; 4.50 from November 30, 2015 through August 31, 2016; 4.25 from November 30, 2016 through August 31, 2017; and 3.75 thereafter. In addition, the Company must maintain a Fixed Charge Coverage Ratio (as defined in the 2014 Agreement) of not less than 1.25. Beginning in fiscal year 2015, annual capital expenditures are restricted to $25 million. Maximum annual capital expenditures may be increased to $35 million if the Total Leverage Ratio is less than 2.00 for the last two fiscal quarters of the preceding year. To the extent that annual capital expenditures are less than the maximum, the difference between the actual and maximum capital expenditures will be added to the capital expenditures permitted in the immediately succeeding fiscal year. The Company’s obligations under the 2014 Agreement are secured by substantially all of the Company’s assets. The Company was in compliance with the covenants in the 2014 Agreement as of November 30, 2014.

Pursuant to the 2014 Agreement, the Company may declare and pay dividends on its common stock in an amount not to exceed, in any consecutive four quarters, the lesser of $10 million or 50% of Free Cash Flow (as defined in the 2014 Agreement). As of November 30, 2014, the Company was not permitted to pay dividends.

Also on August 1, 2014, the Company entered into a $25 million Delayed Draw Term Loan Credit Agreement (the “Term Loan Agreement”) with Cooperatieve Centrale Raiffeisen–Boerenleenbank B.A., “Rabobank Nederland” New York Branch (“Rabobank”). The Term Loan Agreement provides the Company with a term loan facility in an aggregate principal amount up to $25 million. The term loan facility may be utilized in a series of up to six drawings until the 18-month anniversary of the date of the Term Loan Agreement. Any unused portion of the lender’s commitment to make term loans under this facility will expire on the 18-month anniversary of the closing date. The maturity date for loans under the Term Loan Agreement is July 31, 2020, and there are no scheduled principal payments due prior to maturity. The Company’s obligations under the Term Loan Agreement are secured on a second-priority basis by substantially all of the Company’s assets. There were no borrowings outstanding under the Term Loan Agreement as of November 30, 2014.

The Term Loan Agreement provides that the Total Leverage Ratio, which is computed as funded debt divided by earnings before interest, taxes, depreciation and amortization (as defined in the Term Loan Agreement) shall not exceed 5.50 through August 31, 2015; 5.00 from November 30, 2015 through August 31, 2016; 4.75 from November 30, 2016 through August 31, 2017; and 4.25 thereafter. In addition, the Company must maintain a Fixed Charge Coverage Ratio (as defined in the Term Loan Agreement) of not less than 1.10.

The foregoing summaries of the 2014 Credit Agreement and the Term Loan Agreement are qualified in their entirety by reference to such agreements, which are attached as Exhibits 10.1 and 10.2, respectively, to the Company’s Form 8-K filed on August 4, 2014.