XML 27 R15.htm IDEA: XBRL DOCUMENT v3.8.0.1
Note 7 - Debt
12 Months Ended
May 28, 2017
Notes to Financial Statements  
Debt Disclosure [Text Block]
7
.
Debt
 
 
Long-term debt consists of the following (in thousands):
 
   
May 28
, 2017
   
May 29, 2016
 
Term loan with JPMorgan Chase Bank (“
JPMorgan”), BMO Harris Bank N,A. (“BMO”), and City National Bank (“CNB”); due in quarterly principal and interest payments of $1,250 beginning December 1, 2016 through September 23, 2021 with the remainder due on maturity, with interest based on the Company’s leverage ratio at a per annum rate of the Eurodollar rate plus a spread of between 1.25% and 2.25%
  $
47,500
    $
 
Real property loan agreement with
General Electric Capital Corporation (“GE Capital”); due in monthly principal and interest payments of $133,060 through May 1, 2022 with interest based on a fixed rate of 4.02% per annum
   
     
14,167
 
Capital equipment loan with GE Capital; due in
monthly principal and interest payments of $175,356 through May 1, 2019 with interest based on a fixed rate of 4.39% per annum
   
     
5,904
 
Capital equipment loan with GE Capital; due in monthly principal and interest payments of $95,120 through
July 17, 2019 with interest based on a fixed rate of 3.68% per annum
   
     
5,558
 
Capital equipment loan with GE Capital; due in monthly principal and interest payments of $55,828 through December 1, 2019 with interest based on a fixed rate of
3.74% per annum
   
     
3,375
 
Capital equipment loan with Bank of America (“
BofA”); due in monthly principal and interest payments of $68,274 through June 28, 2020 with interest based on a fixed rate of 2.79% per annum
   
     
3,158
 
Real
property loan agreement with GE Capital ; due in monthly principal payments of $46,000 through March 1, 2026, plus interest payable monthly at LIBOR plus 2.25% per annum
   
     
7,622
 
Capital equipment loan with GE Capital; due in monthly principal
payments of $122,000 through March 1, 2021, plus interest payable monthly at LIBOR plus 2.25% per annum
   
     
8,873
 
Capital equipment loan with BofA; due in monthly principal and interest payments of $75,000 through November 27, 2020 with
interest based on a fixed rate of 2.92% per annum
   
     
3,940
 
Industrial revenue bonds (“
IRBs”) issued by Lifecore; due in annual payments through 2020 with interest at a variable rate set weekly by the bond remarketing agent
   
     
2,065
 
Total principal amount of long-term debt
   
47,500
     
54,662
 
Less: unamortized debt issuance costs
   
(261
)
   
(817
)
Total long-term debt, net of unamortized debt issuance costs
   
47,239
     
53,845
 
Less: current
portion of long-term debt, net
   
(4,940
)
   
(7,873
)
Long-term debt, net
  $
42,299
    $
45,972
 
 
The future minimum principal payments of the Company
’s debt for each year presented are as follows (in thousands):
 
   
Term
Loan
 
Fiscal year 2018
  $
5,000
 
Fiscal year 2019
   
5,000
 
Fiscal year 2020
   
5,000
 
Fiscal year 2021
   
5,000
 
Fiscal year 202
2
   
27,500
 
Thereafter
   
 
Total
  $
47,500
 
 
On
September 23, 2016,
the Company entered into a Credit Agreement with JPMorgan, BMO, and City National Bank, as lenders (collectively, the “
Lenders”), and JPMorgan as administrative agent, pursuant to which the Lenders provided the Company with a
$100
million revolving line of credit (the “Revolver”) and a
$50
million term loan facility (the “Term Loan”), guaranteed by each of the Company’s direct and indirect subsidiaries and secured by substantially all of the Company’s assets, with the exception of the Company’s investment in Windset.
 
Both the Revolver and the Term Loan mature in
five
years (on
September 23, 2021),
with the Term Loan providing for quarterly principal payments of
$1.25
million commencing
December 1, 2016,
with the remainder due at matu
rity.
 
Interest on both the Revolver and the Term Loan is based
on either the prime rate or Eurodollar rate, at the Company’s discretion, plus a spread based on the Company’s leverage ratio (generally defined as the ratio of the Company’s total indebtedness on such date to the Company’s consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for the period of
four
consecutive fiscal quarters ended on or most recently prior to such date). The spread is at a per annum rate of (i) between
0.25%
and
1.25%
if the prime rate is elected or (ii) between
1.25%
and
2.25%
if the Eurodollar rate is elected.
 
The Credit Agreement provides the Company the right to increase the Revolver commitments and/or the Term Loan commitments by obta
ining additional commitments either from
one
or more of the Lenders or another lending institution at an amount of up to
$75
million.
 
The Credit Agreement contains customary financial covenants and events of default under which the obligation could be acc
elerated and/or the interest rate increased. The Company was in compliance with all financial covenants as of
May 28, 2017.
 
On
November 1, 2016,
the Company entered into an interest rate swap agreement (“
Swap”) with BMO at a notional amount of
$50
million. The Swap has the effect of changing the Company’s Term Loan obligation from a variable interest rate to a fixed
30
-day LIBOR rate of
1.22%.
As of
May 28, 2017,
the interest rate on the Term Loan was
2.72%.
For further discussion regarding the Company’s use of derivative instruments, see the Financial Instruments section of Note
1
– Organization, Basis of Presentation, and Summary of Significant Accounting Policies.
 
In connection with the Credit
Agreement, the Company incurred in fiscal year
2017
lender and
third
-party debt issuance costs of
$897,000,
of which
$598,000
and
$299,000
was allocated to the Revolver and Term Loan, respectively. During fiscal years
2016
and
2015,
Apio capitalized
$200,000
and
$397,000,
respectively, of debt issuance costs from new real property and equipment loans and/or amendments with General Electric Capital Corporation and Bank of America. Amortization of loan origination fees for fiscal years
2017,
2016
and
2015
were
$142,000,
$293,000
and
$206,
000
respectively.
 
Concurrent with the close of the Credit Agreement, all of the proceeds of the Term Loan, and
$1.5
million of the Revolver, was used by the Company to repay all then existing debt. Accordingly, the Company recognized a loss on debt refinancing of
$1.2
mill
ion, which included
$233,000
of payments for early debt extinguishment penalties and
$1.0
million from the write-off of unamortized debt issuance costs on the Company’s then existing debt as of
September 23, 2016.
 
 
As of
May 28, 2017,
$3.0
million was outstanding on the Revolver. As of
May 28, 2017,
the interest rate on the Revolver was
2.57%.