Long-Term Debt

12 Months Ended

Jun. 27, 2019

NOTE 6 — LONG-TERM DEBT

Long-term debt consists of the following:


	June 27, 2019			June 28, 2018
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	$	9,542		$	11,841
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		2,386			2,960
Squirrel Brand Seller-Financed Note to a related party (“Promissory Note”), unsecured, due in monthly principal installments of $ 319 plus interest at 5.5 % per annum beginning in January 2018 through November 30, 2020		5,750			9,264
Selma, Texas facility financing obligation to related parties, due in monthly installments of $ 103 through September 1, 2026		10,120			10,584
Unamortized debt issuance costs		(79	)		(124	)

		27,719			34,525
Less: Current maturities, net of unamortized debt issuance costs		(7,338	)		(7,169	)

Total long-term debt, net of unamortized debt issuance costs	$	20,381		$	27,356

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 27, 2019, 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 $69,408 at June 27, 2019.

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. 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. The lease extension also reduced the base monthly lease amount to $103, beginning in September 2016. One five-year renewal option remains. Also, we currently have the option to purchase the properties from the partnerships at

% (

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. The balance of the debt obligation outstanding at June 27, 2019 was $10,120.

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. 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 27, 2019, the principal amount of $5,750 of the Promissory Note was outstanding. Interest paid on the Promissory Note for the fiscal year ended June 27, 2019 was $413.

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


June 25, 2020	$	7,373
June 24, 2021		5,625
June 30, 2022		3,886
June 29, 2023		3,209
June 27, 2024		718
Thereafter		6,987

	$	27,798