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Long-Term Debt
9 Months Ended
Sep. 26, 2015
Long-Term Debt:  
Long-Term Debt

 

7.Long-Term Debt

 

Long-term debt consisted of the following as of September 26, 2015 and December 27, 2014 (in thousands):

 

 

 

September 26,
2015

 

December 27,
2014

 

Senior secured term loan due quarterly through November 2018

 

$

51,075

 

$

54,900

 

Bridge Loans, due November 2015

 

22,000

 

 

Equipment term loan, due monthly through December 2020

 

1,414

 

 

Equipment term loan B due monthly through September 2020

 

1,122

 

1,278

 

Equipment term loan, Rader Farms, due monthly through August 2019

 

2,097

 

2,428

 

Equipment term loan, Willamette Valley Fruit Company, due monthly through August 2019

 

1,557

 

1,802

 

Bluffton, IN mortgage loan due monthly through December 2016

 

1,753

 

1,825

 

Lynden, WA real estate term loan due monthly through July 2017

 

2,372

 

2,565

 

Capital lease obligations, primarily due September 2017

 

1,094

 

1,461

 

 

 

 

 

 

 

 

 

84,484

 

66,259

 

Less current portion of long-term debt

 

(29,970

)

(7,041

)

 

 

 

 

 

 

Long-term debt, less current portion

 

$

54,514

 

$

59,218

 

 

 

 

 

 

 

 

 

 

On November 8, 2013, we entered into a $60.0 million senior secured term loan and a $30.0 million senior secured revolving line of credit with a syndicate of lenders led by U.S. Bank National Association (“U.S. Bank”), pursuant to a Credit Agreement, a Security Agreement and certain other customary ancillary agreements (the “Senior Credit Facility”).  To facilitate the Senior Credit Facility, the Company and its wholly owned subsidiaries entered into a Letter Amendment Agreement, dated as of November 8, 2013, with U.S. Bank (the “Letter Amendment”).  The Letter Amendment reconciled the terms of the Senior Credit Facility with the terms of the Loan and Security Agreement and that certain Loan Agreement (term loan), dated as of November 30, 2006, by and between the Company’s wholly owned subsidiary, La Cometa Properties, Inc., and U.S. Bank.

 

The borrowing capacity available to us under the Senior Credit Facility consists of notes representing:

 

·

A revolving line of credit up to $30.0 million, maturing on November 8, 2018.  At September 26, 2015, $23.4 million was outstanding and $6.6 million was available under the line of credit.  All borrowings under the revolving line of credit bear interest at either (i) the prime rate of interest announced by U.S. Bank from time to time or (ii) LIBOR, plus the LIBOR Rate Margin (as defined in the Senior Credit Facility note) as adjusted.

 

·

An equipment term loan B due September 2020 with interest at 3.12%.  On August 14, 2013, we entered into an equipment term loan B to finance equipment located at Willamette Valley Fruit Company.

 

The Senior Credit Facility maintained the terms and borrowing capacity of the prior agreement with respect to the following:

 

·

Bluffton, Indiana mortgage loan due December 2016; interest rate at 30 day LIBOR plus 165 basis points, fixed through a swap agreement to 6.85%; secured by land and a building in Bluffton, Indiana.

 

·

Lynden, Washington real estate term loan due July 2017; interest at LIBOR plus 165 basis points; fixed through a swap agreement to 4.28%; secured by a leasehold interest in the real property in Lynden, Washington.

 

As is customary in such financings, U.S. Bank, on behalf of a syndicate of lenders, may terminate the syndicate’s commitments, accelerate the repayment of amounts outstanding and exercise other remedies upon the occurrence of an event of default (as defined in the Senior Credit Facility), subject, in certain instances, to the expiration of an applicable cure period.  The Senior Credit Facility requires us to maintain compliance with certain financial covenants, including a minimum fixed charge coverage ratio, a leverage ratio and current ratio.

 

On June 10, 2015, we entered into Amendment No. 3 to the Credit Agreement dated November 8, 2013 (the “Third Amendment”) with a syndicate of lenders led by U.S. Bank. The Third Amendment provided for two incremental term loans under the Credit Agreement in an aggregate principal amount of up $12.0 million (the “First Bridge Loan”).  The first incremental term loan of $6.0 million was received by the Company on June 10, 2015 and the second incremental term loan of $6.0 million was received by the Company on July 1, 2015.

 

On July 27, 2015, we entered in to Amendment No. 4 to the Credit Agreement dated November 8, 2013 (the “Fourth Amendment”) with a syndicate of lenders led by U.S. Bank. The Fourth Amendment provides for two incremental term loans under the Credit Agreement in the aggregate principal amount of up to $15.0 million (the “Second Bridge Loan” and collectively with the First Bridge Loan, the “Bridge Loans”), with the first incremental term loan of $10.0 million being received July 27, 2015 and the second incremental term loan in the amount of $5.0 million being received August 18, 2015.  The Fourth Amendment amends certain aspects of the Third Amendment.  The Bridge Loans mature on November 30, 2015. The First Bridge Loan bears interest at a rate per annum equal to the sum of (i) the quotient of (a) the Eurodollar Base Rate (as defined in the Credit Agreement) applicable to the relevant Interest Period (as defined in the Credit Agreement) divided by (b) one minus the Reserve Requirement (expressed as a decimal) (as defined in the Credit Agreement) applicable to such Interest Period, plus (ii) 6.00% per annum. The Second Bridge Loan bears interest at a rate per annum equal to the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to the relevant Interest Period divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) 8.00% per annum.  The proceeds from the Bridge Loans will be used for working capital needs, primarily related to the Company’s precautionary recall of certain products related to its Jefferson, Georgia facility (see “Note 2. Product Recall”), and other general corporate purposes.  Any amounts repaid or prepaid in respect of the Bridge Loans may not be reborrowed.  During the quarter ended September 26, 2015, we repaid $5.0 million of the Bridge Loans.  At September 26, 2015, we were in compliance with all of the financial covenants.

 

In August 2015, we entered into an equipment term loan with Banc of America Leasing & Capital LLC.  The loan will finance up to $4.0 million of new kettles and related equipment for our Goodyear, Arizona facility.  The equipment term loan accrues interest at a rate of 3.22% and is expected to be repaid over 60 recurring monthly payments commencing January 2016.  As of September 26, 2015, approximately $1.4 million of borrowings have been made under this facility.

 

In August 2014, we entered into two separate equipment term loans with Banc of America Leasing & Capital LLC; one for $2.6 million to finance equipment to be used at the Company’s Rader Farms facility, and the other for $1.9 million to finance equipment to be used at the Company’s subsidiary, Willamette Valley Fruit Company.  Both of these equipment term loans accrue interest at a rate of 2.35% and will be repaid over 60 recurring monthly payments that commenced on September 15, 2014.

 

Interest Rate Swaps

 

To manage exposure to changing interest rates, we selectively enter into interest rate swap agreements.  Our interest rate swaps qualify for and are designated as cash flow hedges.  Changes in the fair value of a swap that is highly effective and that is designated and qualifies as a cash flow hedge to the extent that the hedge is effective, are recorded in other comprehensive income.

 

We entered into an interest rate swap in 2006 to convert the interest rate of the mortgage to purchase the Bluffton, Indiana facility from the contractual rate of 30 day LIBOR plus 165 basis points to a fixed rate of 6.85%.  The swap has a fixed pay-rate of 6.85% and a notional value of approximately $1.8 million at each of September 26, 2015 and December 27, 2014, and expires in December 2016.  We evaluate the effectiveness of the hedge on a quarterly basis and, at September 26, 2015, the hedge is highly effective.  The interest rate swap had a fair value of approximately $102,000 and $155,000 at September 26, 2015 and December 27, 2014, respectively, which were recorded as a liability on the accompanying consolidated balance sheets.  The swap value was determined in accordance with the fair value measurement guidance discussed earlier using Level 2 observable inputs and approximates the loss that would have been realized if the contract had been settled at the end of the fiscal period.

 

We entered into another interest rate swap in January 2008 to effectively convert the interest rate on the real estate term loan to a fixed rate of 4.28%.  The interest rate swap is structured with decreasing notional values to match the expected pay down of the debt.  The notional value of the swap was $2.4 million and $2.6 million at September 26, 2015 and December 27, 2014, respectively.  The interest rate swap is accounted for as a cash flow hedge derivative and expires in July 2017.  The interest rate swap had fair value of approximately $146,000 and $194,000 at September 26, 2015 and December 27, 2014, respectively, which were recorded as a liability on the accompanying consolidated balance sheets.  This value was determined in accordance with the fair value measurement guidance discussed earlier using Level 2 observable inputs and approximates the loss that would have been realized if the contract had been settled at the end of the fiscal period.