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Debt
9 Months Ended
Oct. 07, 2018
Debt  
Debt

4. Debt

 

Current portion of debt at October 7, 2018 and December 31, 2017 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

October 7,

 

December 31,

 

    

2018

    

2017

Revolving Credit Facility

 

$

35,000

 

$

81,000

Promissory Note

 

 

 —

 

 

1,775

Less:

 

 

 

 

 

 

Debt issuance costs

 

 

(971)

 

 

(1,263)

Total current portion of debt

 

$

34,029

 

$

81,512

 

Long-term debt at October 7, 2018 and December 31, 2017 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

October 7,

 

December 31,

 

    

2018

    

2017

Term Loan Facility

 

$

625,000

 

$

625,000

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

Debt issuance costs

 

 

(1,939)

 

 

(2,298)

Discount on debt issuance

 

 

(4,137)

 

 

(4,835)

Total long-term debt

 

$

618,924

 

$

617,867

 

In conjunction with the Ares Acquisition, Smart & Final Stores LLC (“Smart & Final Stores”) entered into financing arrangements effective November 15, 2012, including the Term Loan Facility and an asset-based lending facility (the “Revolving Credit Facility”).

 

All obligations under the Term Loan Facility are secured by (1) a first-priority security interest in substantially all of the property and assets of, as well as the equity interests owned by, Smart & Final Stores and SF CC Intermediate Holdings, Inc., a direct wholly owned subsidiary of SFSI (“Intermediate Holdings”), and the other guarantors, with certain exceptions, and (2) a second-priority security interest in the Revolving Credit Facility collateral.

 

During the third quarter of 2016, the Company amended the Term Loan Facility (the “Fourth Amendment”) to increase the size of the Term Loan Facility by $30.1 million, from $594.9 million to $625.0 million, and to extend the original November 15, 2019 maturity date to November 15, 2022. Additionally, in connection with the Fourth Amendment, the Eurocurrency Borrowings applicable margin increased from 3.25% to 3.50%. As of October 7, 2018 and December 31, 2017, the weighted-average interest rate on the amount outstanding under the Term Loan Facility was 5.66% and 5.20%, respectively.

 

The Revolving Credit Facility originally provided financing of up to $150.0 million (including up to $50.0 million for the issuance of letters of credit) subject to a borrowing base, for a term of five years. The borrowing base is a formula based on certain eligible inventory and receivables, minus certain reserves.

 

All obligations under the Revolving Credit Facility are secured by (1) a first-priority security interest in the accounts receivable, inventory, cash and cash equivalents, and related assets of Smart & Final Stores and Intermediate Holdings and the other guarantors under the facility, and (2) a second-priority security interest in substantially all of the other property and assets of, as well as the equity interests owned by, Smart & Final Stores and Intermediate Holdings and the other guarantors under the facility.

 

During the third quarter of 2016, the Company amended the Revolving Credit Facility (the “Second Amendment”) to increase the committed amount to $200.0 million. Additionally, the maturity date was extended from November 15, 2017 to the earlier of (a) July 19, 2021 and (b) to the extent the Term Loan Facility (and any refinancing of the Term Loan Facility) has not been paid in full, the date that is 60 days prior to the earliest scheduled maturity date of the Term Loan Facility (or such refinancing of the Term Loan Facility). In addition, the applicable margin ranges were reduced with respect to (i) alternate base rate loans to 0.25% to 0.50% from 0.25% to 0.75% and (ii) LIBOR rate loans to 1.25% to 1.50% from 1.25% to 1.75%.  

 

At October 7, 2018 and December 31, 2017, the alternate base rate was 5.00% and 4.50%, respectively and the applicable margin for alternate base rate loans was 0.25%, for a total rate of 5.25% and 4.75%, respectively. The calculated borrowing base of the Revolving Credit Facility was $201.7 million and $206.9 million at October 7, 2018 and December 31, 2017, respectively.

 

The Revolving Credit Facility also provides for a $65.0 million sub-limit for letters of credit, of which the Company had $47.1 million and $36.2 million outstanding as of October 7, 2018 and December 31, 2017, respectively. As of October 7, 2018 and December 31, 2017, the amount available for borrowing under the Revolving Credit Facility was $117.9 million and $82.8 million, respectively. The Revolving Credit Facility does not include financial covenant requirements unless a defined covenant trigger event has occurred and is continuing. As of October 7, 2018 and December 31, 2017, no trigger event had occurred.

 

During the third quarter of 2017, the Company entered into a Promissory Note to purchase certain real property for $1.8 million that is financed by the seller. During the third quarter of 2018, the Company repaid the Promissory Note in full.