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SENIOR SECURED CONVERTIBLE CREDIT FACILITY
9 Months Ended
Mar. 25, 2023
Debt Disclosure [Abstract]  
SENIOR SECURED CONVERTIBLE CREDIT FACILITY
10.NOTES PAYABLE
Refer to the 2022 Form 10-K for complete disclosure of current terms of notes payable included in the footnotes of the annual financial statements as of June 25, 2022. There were no amendments during the nine months ended March 25, 2023.
As of March 25, 2023 and June 25, 2022, notes payable consist of the following:
March 25,
2023
June 25,
2022
Financing liability incurred on various dates between January 2019 through July 2020 with implied interest rates ranging from 0.7% to 17.0% per annum.
$72,300,000 $72,300,000 
Non-revolving, senior secured term notes dated between October 1, 2018 and February 2, 2022, issued to accredited investors, which mature on August 1, 2022 and July 31, 2022, and bear interest at a rate of 15.5% and 18.0% per annum.
65,894,250 97,162,001 
Promissory notes dated November 7, 2018, issued to Lessor for tenant improvements as part of sales and leaseback transactions, which mature on November 7, 2028, bear interest at a rate of 10% per annum and require minimum monthly payments of $15,660 and $18,471.
1,968,951 2,057,207 
Other15,692 15,691 
Total Notes Payable140,178,893 171,534,899 
Less Unamortized Debt Issuance Costs and Loan Origination Fees(137,479)(158,079)
Net Amount140,041,414 171,376,820 
Less Current Portion of Notes Payable(140,041,414)(97,003,922)
Notes Payable, Net of Current Portion$ $74,372,898 
A reconciliation of the beginning and ending balances of notes payable for the nine months ended March 25, 2023 is as follows:
March 25,
2023
Balance at Beginning of Period$171,376,820 
Paid-In-Kind Interest Capitalized1,257,988 
Cash Payments(32,751,472)
Accretion of Debt Discount (239,954)
Accretion of Debt Discount Included in Discontinued Operations398,032 
Balance at End of Period140,041,414 
Less Current Portion of Notes Payable(140,041,414)
Notes Payable, Net of Current Portion$ 
Non-Revolving Senior Secured Term Loan Facility
In February 2022, the Company executed the Sixth Modification extending the maturity date of the senior secured term loan facility (the “Facility”) with Hankey Capital and Stable Road Capital (the “Lenders”) to July 31, 2022 with respect to the Facility, and August 1, 2022 with respect to the incremental term loans (collectively, the “Term Loans”). The Sixth Modification required that the Company make a mandatory prepayment of at least $37.5 million in the event of the sale of certain assets.
During the nine months ended March 25, 2023, in connection with the sale of the Company’s Florida-based operations, the Company made a principal repayment of $31.6 million to Hankey Capital with proceeds from the sale. In April 2023, the Company entered into a third amendment to the Asset Purchase Agreement with Green Sentry Holdings, LLC ("Green Sentry"), the buyer of the Company's Florida-based operations, wherein the due date of Green Sentry's payment of $11.5 million, the Second Installment of the sale proceeds, was extended, and the Company directed Green Sentry to pay $9.8 million of the Second Installment directly to Hankey Capital as a principal repayment of the Facility. Subsequent to the end of the quarter ended March 25, 2023, an additional $1.1 million of the Second Installment was paid directly to Hankey Capital as a further principal repayment to the Facility. The Facility and Term Loans remain in default as of March 25, 2023 as the principal balance matured on July 31, 2022 and August 1, 2022, respectively. Beginning in December 2022, the interest assessed on the Facility and Term Loans include a default interest rate of 5%. In February 2023, the Company paid a lower agreed-upon interest to the Lenders, and beginning in March 2023, the Company's monthly accrued interest is paid-in-kind. As of March 25, 2023, the Company is in ongoing discussions with the Lenders regarding a new modification to the Facility and a final written amendment of the Facility has not yet been completed.
11.SENIOR SECURED CONVERTIBLE CREDIT FACILITY
Refer to the 2022 Form 10-K for complete disclosure of current terms of the senior secured convertible facility included in the footnotes of the annual financial statements as of June 25, 2022. There were no amendments during the three months ended March 25, 2023. As of March 25, 2023, the Company did not satisfy the minimum liquidity financial covenant required by the senior secured convertible facility. As such, the Company has classified the total outstanding balance of the Facility to current liabilities. The Company is in ongoing discussions with the Lenders to cure the default.
As of March 25, 2023 and June 25, 2022, senior secured convertible credit facility consists of the following:
TrancheMarch 25,
2023
June 25, 2022
Senior secured convertible notes dated August 17, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum.
1A$24,554,037 $22,880,556 
Senior secured convertible notes dated May 22, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum.
1B105,745,909 98,542,422 
Senior secured convertible notes dated July 12, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum.
234,388,437 32,043,996 
Senior secured convertible notes dated November 27, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum.
313,315,539 12,408,091 
Senior secured convertible notes dated March 27, 2020, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum.
415,662,990 14,594,985 
Amendment fee converted to senior secured convertible notes dated October 29, 2019, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum.
25,138,245 23,424,438 
Senior secured convertible notes dated April 24, 2020, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum.
IA-13,515,572 3,275,857 
Senior secured convertible notes dated September 14, 2020, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum.
IA-26,798,550 6,334,980 
Restatement fee issued in senior secured convertible notes dated March 27, 2020, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum.
10,612,417 9,888,919 
Second restatement fee issued in senior secured convertible notes dated July 2, 2020, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum.
2,350,632 2,190,380 
Third restatement fee issued in senior secured convertible notes dated January 11, 2021, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum.
13,221,572 12,320,154 
Total Drawn on Senior Secured Convertible Credit Facility 255,303,900 237,904,778 
Less Unamortized Debt Discount (101,198,160)(105,899,115)
Senior Secured Convertible Credit Facility, Net $154,105,740 $132,005,663 
A reconciliation of the beginning and ending balances of senior secured convertible credit facility for the nine months ended March 25, 2023 is as follows:
Tranche 1Tranche 2Tranche 3Tranche 4Incremental Advance
- 1
Incremental Advance
- 2
3rd AdvanceAmendment
 Fee Notes
Restatement Fee Notes2nd Restatement Fee
Notes
TOTAL
Balance as of June 25, 2022$80,178,586 $ $21,218,356 $ $8,217,079 $ $1,051,827 $ $224,585 $ $433,598 $ $842,981 $ $15,512,409 $2,211,711 $2,114,531 $ $132,005,663 
Paid-In-Kind Interest Capitalized8,876,969 2,344,441 907,447 1,068,005 239,715 463,570 901,419 1,713,807 723,499 160,252 17,399,123 
Accretion of Debt Discount2,952,575 767,990 294,594 — — — — 561,502 113,653 10,640 4,700,954 
Balance as of March 25, 2023$92,008,130 $24,330,787 $9,419,120 $2,119,832 $464,300 $897,168 $1,744,400 $17,787,718 $3,048,863 $ $2,285,423 $154,105,740