Debt

9 Months Ended

Jun. 30, 2014

3. DEBT

Debt consists of the following:


		June 30,		September 30,
		2014		2013
Term Loan, paid in installments through Aug 9, 2017		$	11,083	$	13,708
Capital leases and other			-		64
	Total debt		11,083		13,772
Less — Amounts due within one year			(3,500)		(3,562)
	Total long-term debt	$	7,583	$	10,210

At June 30, 2014, we had $11,999 available to us under the 2012 Credit Facility (as defined below), $6,918 in outstanding letters of credit with Wells Fargo and no outstanding borrowings on our Revolving Loan (as defined below).

Future payments on debt as of June 30, 2014 are as follows:


	Term Debt
2014	$	875
2015		3,500
2016		3,500
2017		3,208
Total	$	11,083

For the three months ended June 30, 2014 and 2013, we incurred interest expense of $348 and $372 , respectively. For the nine months ended June 30, 2014 and 2013, we incurred interest expense of $1,267 and $1,425 , respectively.

The 2012 Revolving Credit Facility

On February 21, 2014, the Company entered into a Third Amendment (the “Amendment”) to the credit facility we entered into with Wells Fargo Bank, National Association (“Wells Fargo”) on August 9, 2012 (as amended, the “2012 Credit Facility”). Pursuant to the Amendment, Wells Fargo extended the maturity dates of both the Company’s term loan (the “Term Loan”) and revolving loan (the “Revolving Loan”), from August 9, 2016 to August 9, 2017. The 2012 Credit Facility, as amended, continues to contain customary affirmative, negative and financial covenants, including the requirement that we maintain a Fixed Charge Coverage Ratio (as defined in the 2012 Credit Facility) of not less than 1.0:1.0 at any time that our Liquidity (defined as the aggregate amount of unrestricted cash and cash equivalents on hand plus Excess Availability (as defined in the 2012 Credit Facility)) or Excess Availability fall below stipulated levels. Those levels were reduced under the Amendment from $20 million of Liquidity to $15 million and from $5 million of Excess Availability to $4 million. As of July 1, 2014, the thresholds returned to $20 million of Liquidity and $5 million of Excess Availability.

The Amendment also decreased interest rates on outstanding advances under the Revolving Loan and amounts outstanding under the Term Loan by one percentage point, effective February 1, 2014. Pursuant to the Amendment, amounts outstanding under the Term Loan bear interest at a per annum rate equal to Daily Three Month LIBOR (as defined in the 2012 Credit Facility), plus 4.00% through June 30, 2014, and thereafter Daily Three Month LIBOR plus an interest rate margin, as determined quarterly, based on the following thresholds:


Level	Thresholds	Interest Rate Margin

I	Liquidity ≤ $20,000 at any time during the period; orExcess Availability ≤ $7,500 at any time during the period; orFixed Charge Coverage Ratio < 1.0:1.0	4.00 percentage points
II	Liquidity > $20,000 at all times during the period; andLiquidity ≤ $30,000 at any time during the period; andExcess Availability > $7,500; andFixed Charge Coverage Ratio ≥ 1.0:1.0	3.50 percentage points
III	Liquidity > $30,000 at all times during the period; and Excess Availability > $7,500; and Fixed Charge Coverage Ratio ≥ 1.0:1.0	3.00 percentage points

Pursuant to the Amendment, Advances (as defined in the 2012 Credit Facility) under the Revolving Loan bear interest at a per annum rate equal to Daily Three Month LIBOR plus 3.00% through June 30, 2014, and thereafter Daily Three Month LIBOR plus an interest rate margin of between 3.00% and 2.00%, as determined quarterly, based on the thresholds set forth above. The Amendment also amended the dates on which termination and prepayment fees are payable by the Company by providing for liquidated damages of 2.00% for any termination, reduction or prepayment occurring on or before February 28, 2015 and 1.00% thereafter, as compared to the previous requirement of 2.00% prior to the first anniversary of the date of the first Advance and 1.00% thereafter.

At June 30, 2014, we were subject to the financial covenant under the 2012 Credit Facility requiring that we maintain a Fixed Charge Coverage Ratio of not less than 1.0:1.0 at any time that our Liquidity is less than $15,000 or Excess Availability is less than $4,000. As of June 30, 2014, our Liquidity was in excess of $15,000 and Excess Availability was in excess of $4,000; had we not met these thresholds at June 30, 2014, we would not have met the required 1.0:1.0 Fixed Charge Coverage Ratio test.

At June 30, 2014, the carrying value of amounts outstanding on our Term Loan approximated fair value. The fair value of the debt is classified as a level 2 measurement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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