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Long-term debt, net
 3 Months Ended
Sep. 30, 2025
Long-term debt, net.  
Long-term debt, net

6. Long-term debt, net.

The components of debt consisted of the following at:

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​

​

​

​

​

​

​

​

    

September 30, 2025

    

June 30, 2025

Amended Credit Agreement - term loan

​

$

15,300,000

​

$

15,750,000

Notes payable

​

 

12,750,000

​

 

12,750,000

Amended Credit Agreement - revolving credit facility

​

 

8,575,000

​

 

—

Paid in-kind interest (PIK)

​

 

2,459,000

​

 

2,065,000

Machinery financing loans

​

 

214,000

​

 

231,000

​

​

$

39,298,000

​

$

30,796,000

Less: unamortized debt issuance costs

​

 

(252,000)

​

 

(272,000)

Total debt

​

$

39,046,000

​

$

30,524,000

PIK included in accrued expenses and other current liabilities

​

 

(300,000)

​

 

(300,000)

Less current maturities

​

 

(1,895,000)

​

 

(1,870,000)

Long-term debt, net of current maturities

​

$

36,851,000

​

$

28,354,000

​

To finance the acquisition of Bloomia the Company entered into a revolving credit and term loan agreement (the “Credit Agreement”), with Tulp 24.1 as the borrower (the “Borrower”) for a $18,000,000 term loan and a $6,000,000 revolving credit facility. The Company pays $450,000 of principal term loan payments quarterly. On October 16, 2024, the Company entered into a First Amendment to Credit Agreement to, among other things, temporarily increase the borrowing capacity under the revolving credit facility to $8,000,000 until March 31, 2205. On September 15, 2025, the Company, as parent guarantor, entered into a Second Amendment to Credit Agreement (the Credit Agreement, as amended by the First Amendment to Credit Agreement and the Second Amendment to Credit Agreement, the “Amended Credit Agreement”), together with its direct and indirect subsidiaries Tulp 24.1, LLC, as borrower, and each of Tulipa Acquisitie Holding B.V., Bloomia B.V., and Fresh Tulips USA, LLC, as guarantors, with Associated Bank, N.A., a national banking association. Under the Amended Credit Agreement, among other things, the revolving facility capacity was temporarily increased from $6,000,000 to $10,000,000 and the definition of eligible inventory will continue to include inventory in the Netherlands, in each case until April 30, 2026. Additionally, the senior cash flow leverage ratio covenant levels were revised.

Commencing September 30, 2025, the interest rate for all loans under the facility will be based on a term SOFR rate for an interest period selected by the Company plus an applicable margin, with a range from 3.00% to 4.00% based on the Company’s cash flow leverage ratio. As of September 30, 2025, the Company had an outstanding balance of $8,575,000 under the revolving facility. The revolving credit facility may be used by the Company for general business purposes and working capital, subject to availability under a borrowing base consisting of 80% of eligible accounts receivable and generally 50% of eligible inventory.

As part of the financing of the acquisition, the Company entered into notes payable with the sellers. Notes payable for $12,750,000 have a term of five years with a scheduled maturity date of March 24, 2029. The notes payable are subject to additional principal payments based on excess cash flow. The notes payable initially bear interest at 8% per annum for the first year that increases annually by 2 percentage points. Interest on loans made under the notes payable is payable “in kind” (“PIK”). Interest that is payable “in-kind” is added to the aggregate principal amount on the applicable interest payment date.

As of September 30, 2025 and June 30, 2025, there were $385,000 of debt issuance costs related to the term loan, net of amortization of $133,000 and $113,000, respectively, which have been presented as a direct deduction from long-term debt in the accompanying condensed consolidated balance sheets. As of September 30, 2025 and June 30, 2025, there were $128,000 of deferred financing costs related to the revolving credit facility, net of amortization of $41,000 and $35,000, respectively, which have been presented within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet.

The Company incurred $319,000 and $419,000 of interest expense on the term loans and revolving facility in the three months ended September 30, 2025 and 2024, respectively. In addition, the Company incurred non-cash paid-in-kind interest of $394,000 and $392,000 on the seller notes facility in the three months ended September 30, 2025 and 2024, respectively. Term loan, revolving credit facility and paid-in-kind interest are included in interest expense, net on the condensed consolidated statements of operations and comprehensive loss.

The combined aggregate maturities for the fiscal years ended June 30 are as follows:

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​

​

​

​

Remainder of 2026

​

$

1,403,000

2027

​

 

1,861,000

2028

​

 

1,826,000

2029

​

 

34,162,000

2030

​

​

29,000

Thereafter

​

 

17,000

​

​

$

39,298,000

​