Sprouts Farmers Market 2013 Annual Report Download - page 78

Table of Contents
Our Former Credit Facilities provided for (i) the $50.0 million Former Revolving Credit Facility, including a letter of credit
subfacility (up to the unused amount of the Former Revolving Credit Facility) and a $5.0 million swingline loan subfacility, and
(ii) the $310.0 million Former Term Loan facility, maturing on April 18, 2018.
During April 2011, we borrowed $310.0 million, net of financing fee and issue discount, and used the proceeds to effectuate
the Henry’s Transaction. During April 2012, we amended the original agreement and used the incremental commitments provision
of the Former Credit Facilities to borrow an additional $100.0 million, net of financing fees and issue discount, and used the
proceeds to effectuate the Sunflower Transaction.
On April 23, 2013, as described under “—April 2013 Refinancing” above, we repaid in full the Former Credit Facilities with the
proceeds of the Term Loan under the Credit Facility and terminated the Former Credit Facilities. We were in compliance with all
applicable covenants under our Former Credit Facilities as of the April 2013 Refinancing Closing Date.
See Note 13 to our audited consolidated financial statements contained elsewhere in this Annual Report on Form 10-K for
additional information about our Former Credit Facilities.
The Notes
In May 2012, we received net proceeds of $35.0 million from the issuance of the Notes. Interest on the Notes was scheduled
to accrue at 10% annually for the first three years, increasing by 1.0% each year thereafter through maturity, reaching a maximum
rate of 14.0%. During 2013 until repayment, $1.0 million of the Notes were outstanding to certain members of our senior
management. In May 2013, we made payments totaling $35.3 million (inclusive of accrued interest) to noteholders in full repayment
of the Notes.
Contractual Obligations
The following table summarizes our contractual obligations as of December 29, 2013, and the effect such obligations are
expected to have on our liquidity and cash flow in future periods:
73
Payments Due by Period
Total
Less Than
1 Year
1
-
3
Years
4
-
5
Years
More Than
5 Years
(in thousands)
Term Loan, including current portion(1)
$
318,250
$
7,000
$
15,750
$
12,250
$
283,250
Interest payments on long
-
term debt(2)
75,565
12,695
24,742
23,360
14,768
Capital and financing lease obligations(3)
149,327
13,240
28,115
28,039
79,933
Operating lease obligations(3)
915,498
72,926
166,843
163,339
512,390
Purchase commitments(4)
43,907
21,003
20,493
2,411
—
Totals(5)
$
1,502,547
$
126,864
$
255,943
$
229,399
$
890,341
(1) In connection with the April 2013 Refinancing, we refinanced amounts due under our former credit facilities. The Term Loan will mature in April 2020
and will amortize at a rate of 1.0% per annum of the original amount of the Term Loan, in four equal installments, with the balance due on the maturity
date. We made a partial repayment of the Term Loan in August 2013 using $340.0 million in proceeds from shares sold in our IPO. We also made an
additional principal payment of $40.0 million in December 2013. These payments are reflected as a reduction to the Term Loan, including current
portion, in the “More Than 5 Years” column. See Note 13 “Long-Term Debt” to our audited consolidated financial statements contained elsewhere in
this Annual Report on Form 10
-
K.
(2) Represents estimated interest payments on our Term Loan based on principal amounts outstanding as of December 29, 2013, repayment terms and
contractual interest rates expected to apply through maturity. We