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Long-Term Debt
12 Months Ended
Jun. 28, 2018
Debt Disclosure [Abstract]  
Long-Term Debt

NOTE 6 — LONG-TERM DEBT

Long-term debt consists of the following:

 

     June 28,
2018
     June 29,
2017
 

Mortgage Facility (“Tranche A”), collateralized by real property, due in monthly installments of $230 including interest at 4.25% per annum with a final payment due March 1, 2023

   $ 11,841      $ 14,200  

Mortgage Facility (“Tranche B”), collateralized by real property, due in monthly installments of $57 including interest at 4.25% per annum with a final payment due March 1, 2023

     2,960        3,550  

Squirrel Brand Seller-Financed Note to a related party, unsecured, due in monthly principal installments of $319 plus interest at 5.5% per annum beginning in January 2018 through November 30, 2020

     9,264        —    

Selma, Texas facility financing obligation to related parties, due in monthly installments of $103 through September 1, 2031

     10,584        11,058  

Unamortized debt issuance costs

     (124      (179
  

 

 

    

 

 

 
     34,525        28,629  

Less: Current maturities, net of unamortized debt issuance costs

     (7,169      (3,418
  

 

 

    

 

 

 

Total long-term debt, net of unamortized debt issuance costs

   $ 27,356      $ 25,211  
  

 

 

    

 

 

 

On February 7, 2008, we entered into a Loan Agreement with an insurance company (the “Mortgage Lender”) providing us with two term loans, one in the amount of $36,000 (“Tranche A”) and the other in the amount of $9,000 (“Tranche B”), for an aggregate amount of $45,000 (the “Mortgage Facility”). The Mortgage Facility is secured by mortgages on essentially all of our owned real property located in Elgin, Illinois, Gustine, California and Garysburg, North Carolina (the “Encumbered Properties”).

On March 1, 2018 the interest rate on the Mortgage Facility was fixed at 4.25% per annum. Prior to March 1, 2018, Tranche A accrued interest at a fixed interest rate of 7.63% per annum, payable monthly and Tranche B accrued interest, as reset on March 1, 2016, at a floating rate of the greater of (i) one-month LIBOR plus 3.50% per annum or (ii) 4.25%, payable monthly.

The terms of the Mortgage Facility contain covenants that require us to maintain a specified net worth of $110,000 and maintain the Encumbered Properties. The Mortgage Lender is entitled to require immediate repayment of our obligations under the Mortgage Facility in the event we default in the payments required under the Mortgage Facility, non-compliance with the covenants or upon the occurrence of certain other defaults by us under the Mortgage Facility. As of June 28, 2018, we were in compliance with all financial covenants under the Mortgage Facility. The carrying amount of assets pledged as collateral for the Mortgage Facility was approximately $71,427 at June 28, 2018.

 

In September 2006, we sold our Selma, Texas properties to two related party partnerships for $14,300 and are leasing them back. The selling price was determined by an independent appraiser to be the fair market value which also approximated our carrying value. The lease for the Selma, Texas properties had an initial ten-year term at a fair market value rent with three five-year renewal options. Also, we currently have the option to purchase the properties from the partnerships at 95% (100% in certain circumstances) of the then fair market value, but not to be less than the $14,300 purchase price. The financing obligation is being accounted for similar to the accounting for a capital lease, whereby the purchase price was recorded as a debt obligation, as the provisions of the arrangement are not eligible for sale-leaseback accounting. In September 2015, we signed a lease renewal which exercised two five-year renewal options and extended the term of our Selma lease to September 18, 2026 (unless we purchase it before such date). One five-year renewal option remains. During fiscal 2017 the base monthly lease amount was reduced to $103. The balance of the debt obligation outstanding at June 28, 2018 was $10,584.

In November 2017, we completed the Squirrel Brand acquisition which was financed by a combination of cash (drawn under the Credit Facility) and a three-year seller-financed note for $11,500 (“Promissory Note”). The principal owner and seller of the Squirrel Brand business was subsequently appointed as an executive officer of the Company and is considered a related party. The Promissory Note is unsecured, bears interest at 5.5% per annum and is payable in equal monthly principal payments of $319, plus interest which began in January 2018. Upon an event of default, as defined in the Promissory Note, the interest rate increases to 7.5% until such event of default is cured. We can pre-pay the Promissory Note at any time during the three-year period without penalty. At June 28, 2018, the principal amount of $9,264 of the Promissory Note was outstanding. Interest paid on the Promissory Note for the fiscal year ended June 28, 2018 was $338.

Aggregate maturities of long-term debt are as follows for the fiscal years ending:

 

June 27, 2019

   $ 7,214  

June 25, 2020

     7,376  

June 24, 2021

     5,309  

June 30, 2022

     3,890  

June 29, 2023

     3,213  

Thereafter

     7,647  
  

 

 

 
   $ 34,649