XML 26 R14.htm IDEA: XBRL DOCUMENT v3.21.1
Debt
6 Months Ended
Feb. 27, 2021
Debt [Abstract]  
Debt Note 6. Debt

Debt at February 27, 2021 and August 29, 2020 consisted of the following:

February 27,

August 29,

2021

2020

Revolving Credit Facility

$

115,000

$

250,000

Uncommitted Credit Facilities

201,200

1,200

Private Placement Debt:

2.65% Senior Notes, Series A, due July 28, 2023

75,000

75,000

2.90% Senior Notes, Series B, due July 28, 2026

100,000

100,000

3.79% Senior Notes, due June 11, 2025

20,000

20,000

2.60% Senior Notes, due March 5, 2027

50,000

50,000

3.04% Senior Notes, due January 12, 2023(1)

50,000

50,000

3.42% Series 2018B Notes, due June 11, 2021(1)

20,000

20,000

2.40% Series 2019A Notes, due March 5, 2024(1)

50,000

50,000

Financing arrangements

713

194

Less: unamortized debt issuance costs

(621)

(843)

Total debt, excluding obligations under finance leases

$

681,292

$

615,551

Less: current portion

(221,400)

(2)

(120,986)

(3)

Total long-term debt, excluding obligations under finance leases

$

459,892

$

494,565

(1) Represents private placement debt issued under Shelf Facility Agreements (as defined below).

(2) February 27, 2021 balance consists of $201,200 from the Uncommitted Credit Facilities, $20,000 from the 3.42% Series 2018B Notes, due June 11, 2021, $608 from financing arrangements, and net of $408 unamortized debt issuance costs expected to be amortized in the next 12 months.

(3) August 29, 2020 balance consists of $100,000 from the Revolving Credit Facility, $1,200 from the Uncommitted Credit Facilities, $20,000 from the 3.42% Series 2018B Notes, due June 11, 2021, $194 from financing arrangements, and net of $408 unamortized debt issuance costs expected to be amortized in the next 12 months.

Revolving Credit Facility

The Company has a $600,000 committed credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility, which matures on April 14, 2022, provides for a five year unsecured revolving loan facility. The interest rate for borrowings under the Revolving Credit Facility is based on either LIBOR or a base rate, plus a spread based on the Company’s leverage ratio at the end of each fiscal reporting quarter. Depending on the interest period the Company selects, interest may be payable every one, two, or three months. Interest is reset at the end of each interest period. The Company

currently elects to have loans under the Revolving Credit Facility bear interest based on LIBOR with one-month interest periods.

The Revolving Credit Facility permits up to $50,000 to be used to fund letters of credit. Outstanding letters of credit under the Revolving Credit Facility were $4,235 and $16,742 at February 27, 2021 and August 29, 2020, respectively.

Uncommitted Credit Facilities

During fiscal year 2021, the Company entered into two uncommitted credit facilities which, together with the existing, uncommitted credit facility entered into during fiscal year 2020 (the “Uncommitted Credit Facilities”), total $205,000 in aggregate maximum uncommitted availability, under which $201,200 was outstanding at February 27, 2021. Borrowings under the Uncommitted Credit Facilities are due at the end of the applicable interest period, which is typically one month but may be up to six months, and may be rolled over to a new interest period at the option of the applicable lender. The Company’s lenders have, in the past, been willing to roll over the principal amount outstanding under the Uncommitted Credit Facilities at the end of each interest period but may not do so in the future. Each Uncommitted Credit Facility matures within one year of entering into such Uncommitted Credit Facility and contains certain limited covenants which are substantially the same as the limited covenants contained in the Revolving Credit Facility. All of the Uncommitted Credit Facilities are unsecured and rank equally in right of payment with the Company’s other unsecured indebtedness.

Because the interest rates on the Uncommitted Credit Facilities are often lower than the interest rates which are

available on the Company’s other sources of financing, the Company has used, and intends to use in the future, the

Uncommitted Credit Facilities for opportunistic refinancing of the Company’s existing indebtedness. The Company does not

presently view the Uncommitted Credit Facilities as sources of incremental debt financing of the Company due to the

uncommitted nature of the Uncommitted Credit Facilities but reserves the right to use the Uncommitted Credit Facilities to

incur additional debt where appropriate under the then existing credit market conditions.

An event of default under the Revolving Credit Facility would constitute an event of default under each of the Uncommitted Credit Facilities. The interest rate on the Uncommitted Credit Facilities is based on LIBOR or the bank’s cost of funds or as otherwise agreed upon by the applicable bank and the Company. The $201,200 outstanding balance at February 27, 2021 and the $1,200 outstanding balance at August 29, 2020 under the Uncommitted Credit Facilities and $100,000 of the Revolving Credit Facility at August 29, 2020 are included in the Current portion of debt including obligations under finance leases on the Company’s unaudited Condensed Consolidated Balance Sheets.

During the twenty-six-week period ended February 27, 2021, the Company borrowed an aggregate $415,000 and repaid an aggregate $350,000 under the Credit Facilities. As of February 27, 2021, and August 29, 2020, the weighted-average interest rates on borrowings under all of its credit facilities were 1.03% and 1.42%, respectively.

Private Placement Debt

In July 2016, the Company completed the issuance and sale of $75,000 aggregate principal amount of 2.65% Senior Notes, Series A, due July 28, 2023 and $100,000 aggregate principal amount of 2.90% Senior Notes, Series B, due July 28, 2026; in June 2018, the Company completed the issuance and sale of $20,000 aggregate principal amount of 3.79% Senior Notes, due June 11, 2025; and in March 2020, the Company completed the issuance and sale of an additional $50,000 aggregate principal amount of 2.60% Senior Notes, due March 5, 2027 (collectively, the “Private Placement Debt”). Interest is payable semiannually at the fixed stated interest rates. All of the Private Placement Debt is unsecured.

Shelf Facility Agreements

In January 2018, the Company entered into Note Purchase and Private Shelf Agreements with Metropolitan Life Insurance Company (the “Met Life Note Purchase Agreement”) and PGIM, Inc. (the “Prudential Note Purchase Agreement” and, together with the Met Life Note Purchase Agreement, the “Shelf Facility Agreements”). The Met Life Note Purchase Agreement provides for an uncommitted facility for the issuance and sale of up to an aggregate total of $250,000 of unsecured senior notes, at a fixed rate. The Prudential Note Purchase Agreement provides for an uncommitted facility for the issuance and sale of up to an aggregate total of $250,000 of unsecured senior notes, at a fixed rate. As of February 27, 2021, the uncommitted availability under each of the Met Life Note Purchase Agreement and the Prudential Note Purchase Agreement was $180,000 and $200,000, respectively.

Each of the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements imposes 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 to 1.00), and a minimum consolidated interest coverage ratio of EBITDA to total interest expense of at least 3.00 to 1.00, during the terms of the Credit Facilities, the Private Placement Debt, and the Shelf Facility Agreements. At February 27, 2021, the Company was in compliance with the operating and financial covenants of the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements.

Financing Arrangements

From time to time, the Company enters into financing arrangements with vendors to purchase certain information technology equipment or software. The equipment or software acquired from these vendors is paid for over a specified period of time based on the terms agreed with the applicable vendor. During the twenty-six-week period ended February 27, 2021, the Company entered into financing arrangements related to certain information technology equipment and software totaling $1,286. The gross amount of property and equipment acquired under the financing arrangements and related accumulated amortization at February 27, 2021 were $1,286 and $518, respectively.