DEBT | NOTE 9 - DEBT Total debt outstanding is presented on the Company's Condensed Consolidated Balance Sheets as follows: As of As of Current portion of working capital lines of credit Mountain Ridge $ 13,733,741 $ — CIBC — 16,279,194 Debt issuance costs — ( 104,657 ) Total working capital lines of credit, net $ 13,733,741 $ 16,174,537 Current portion of long-term debt Finance leases $ 291,250 $ 314,980 Vehicle loans - Ford Credit 83,126 106,852 Debt issuance costs ( 106,528 ) ( 106,528 ) Total current portion, net $ 267,848 $ 315,304 Long-term debt, less current portion Finance leases $ 159,026 $ 303,395 Vehicle loans - Ford Credit 182,088 222,063 Secured real estate note - AgAmerica 4,300,000 4,300,000 Debt issuance costs ( 49,907 ) ( 103,609 ) Total long-term portion, net $ 4,591,207 $ 4,721,849 Total debt, net $ 4,859,055 $ 5,037,153 Mountain Ridge Credit Agreement On December 19, 2024 , the Company entered into a Credit and Security Agreement, or the Mountain Ridge Credit Agreement, with ABL OPCO LLC, or Mountain Ridge, as administrative agent, and the lenders party thereto . The Mountain Ridge Credit Agreement provides for a senior secured credit facility of up to $ 25.0 million, or the Mountain Ridge Credit Facility, which matures on February 20, 2026 , provided, how ever, that if on or prior to December 22, 2025 , the maturity date of the term loan agreement entered into on June 20, 2023 between the Company and AgAmerica Lending LLC, or AgAmerica, is extended to a maturity date on or after March 19, 2028 , the maturity date under the Mountain Ridge Credit Agreement will be December 19, 2027 , or the Mountain Ridge Maturity Date. The initial advance under the Mountain Ridge Credit Facility was used to repay in full the Company’s obligations to CIBC pursuant to the Amended and Restated Loan and Security Agreement with CIBC, dated March 22, 2023, as amended, or the CIBC Loan Agreement. Future advances under the Mountain Ridge Credit Facility may be used to finance the Company’s ongoing working capital requirements and other general corporate purposes. Availability of funds under the Mountain Ridge Credit Facility is subject to a borrowing base equal to the sum of (i) up to 95 % of eligible letters of credit, plus (ii) up to 70 % of eligible accounts ( provided , that the maximum amount of eligible accounts that constitute (y) seasonal domestic accounts (after giving effect to the advance rate) which may be included as part of this component of the borrowing base shall not exceed (1) during the calendar months of October, November, December, and January, $ 3.0 million, (2) during the calendar month of February, $ 4.0 million, (C) during the calendar months of March, July, August, and September, $ 5.0 million, or (3) during the calendar months of April, May, and June, $ 6.0 million, or (z) eligible insured foreign accounts (after giving effect to the advance rate) which may be included as part of this component of the borrowing base shall not exceed $ 3.5 million); plus (iii) the lesser of (y) the product of 50 % multiplied by the net orderly liquidation value of eligible inventory, and (z) $ 10.0 million, in each case ((i), (ii) and (iii)), as more fully set forth in the Mountain Ridge Credit Agreement and subject to lender reserves that Mountain Ridge may establish from time to time in its discretion, determined in good faith. Loan advances under the Mountain Ridge Credit Facility bear interest at a rate per annum based on one-month term SOFR plus an applicable margin of 8.0 %. The interest rate under the Mountain Ridge Credit Facility as of December 31, 2024 was 12.53 %. The Company’s obligations under the Mountain Ridge Credit Agreement are secured by a first priority security interest in substantially all of the Company’s assets (subject to certain exceptions), including intellectual property. The Mountain Ridge Credit Agreement contains certain customary representations and warranties, events of default, and affirmative and negative covenants, including limitations with respect to debt, liens, fundamental changes, asset sales, restricted payments, investments and transactions with affiliates, all subject to certain exceptions. Amounts due under the Mountain Ridge Credit Agreement may be accelerated upon an event of default, as defined in the Mountain Ridge Credit Agreement, such as failure to pay amounts owed thereunder when due, breach of a covenant, material inaccuracy of a representation, or occurrence of bankruptcy or insolvency, subject in some cases to cure periods. Additionally, upon the occurrence and during the continuance of an event of default, Mountain Ridge may elect to increase the existing interest rate on all of the Company’s outstanding obligations by 2.0 % per annum. All amounts outstanding under the Mountain Ridge Credit Agreement, including, but not limited to, accrued and unpaid principal and interest due under the Mountain Ridge Credit Facility, will be due and payable in full on the Mountain Ridge Maturity Date. As of December 31, 2024, the Company was in compliance with all financial covenants contained in the Mountain Ridge Credit Agreement. As of December 31, 2024, there was approximately $ 1.6 million of unused availability on the Mountain Ridge Credit Facility, which had an available borrowing base of $ 25.0 million. The Company had $ 1.0 million in debt issuance costs associated with the Mountain Ridge facility, which was capitalized as an asset within Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. As of December 31, 2024, $ 0.0 million has been amortized, with $ 1.0 remaining in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets to be amortized over the remaining life of the facility. CIBC Loan Agreement On December 26, 2019 , the Company entered into the CIBC Loan Agreement with CIBC, which originally provided for a $ 35.0 million credit facility, or the CIBC Credit Facility. As described in Note 8 - Debt to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ende d June 30, 2024, the CIBC Loan Agreement was subsequently amended on several occasions, including on March 22, 2023, when the Company entered into the Amended CIBC Loan Agreement. During the six months ended December 31, 2024, the Amended CIBC Loan Agreement was amended as follows: • On July 3, 2024, the Company entered into a Third Amendment to the Amended and Restated Loan and Security Agreement, or the Third Amendment, with CIBC, which amended the Amended CIBC Loan Agreement, by and among the Company, as borrower, and CIBC, as administrative agent and sole lead arranger. The Third Amendment, effective as of July 1, 2024, among other things: o subject to the satisfaction of certain post-closing covenants, extended the maturity date from August 31, 2024 to October 31, 2024 , or the Maturity Date; o modified the maximum loan commitment under the Amended CIBC Loan Agreement to (i) $ 20.0 million from July 1, 2024 through July 31, 2024, (ii) $ 18.5 million from August 1, 2024 through September 1, 2024, (iii) $ 17.5 million from September 2, 2024 through September 15, 2024, (iv) $ 15.0 million from September 16, 2024 through October 9, 2024, and (v) $ 13.0 million from October 10, 2024 through the Maturity Date; o modified the eligible inventory sublimit under the Amended CIBC Loan Agreement from $ 5.0 million from July 1, 2024 through August 31, 2024 to (i) $ 8.5 million from July 1, 2024 through July 14, 2024, (ii) $ 7.5 million from July 15, 2024 through August 14, 2024, (iii) $ 7.0 million from August 15, 2024 through September 15, 2024, (iv) $ 6.5 million from September 16, 2024 through September 29, 2024, and (v) $ 5.0 million from September 30, 2024 through the Maturity Date; o added certain post-closing covenants which, should the Company not comply with the amended terms, shall constitute an immediate event of default under the Amended CIBC Loan Agreement; o added a fee of $ 15,000 payable by the Company to CIBC on the date of the Third Amendment; o added a fee of $ 10,000 payable by the Company to CIBC monthly beginning July 1, 2024, and payable only if the eligible inventory sublimit is greater than $ 5.0 million; and o added a fee of $ 25,000 payable by the Company to CIBC on October 1, 2024, and payable only if the Company does not repay the obligations under the Amended CIBC Loan Agreement in full by September 30, 2024. • On October 31, 2024, the Company entered into a Fourth Amendment to the Amended and Restated Loan and Security Agreement with CIBC, or the Fourth Amendment, which amended the Amended CIBC Loan Agreement by and among the Company, as borrower, and CIBC, as administrative agent and sole lead arranger. The Fourth Amendment, effective as of October 31, 2024, among other things: o extended the maturity date from October 31, 2024 to November 30, 2024 , contingent upon the Company's delivery to CIBC of an amended letter of credit issued by JPMorgan Chase Bank, N.A. for the account of MFP, and for the benefit of CIBC, that expires on December 31, 2024, which was delivered on November 8, 2024; and o provided for a fee of $ 25,000 payable by the Company to CIBC on the date of the Fourth Amendment. • On November 29, the Company entered into a Fifth Amendment to the Amended and Restated Loan and Security Agreement with CIBC, or the Fifth Amendment, which amended the Amended CIBC Loan Agreement by and among the Company, as borrower, and CIBC, as administrative agent and sole lead arranger. The CIBC Amendment, effective as of November 29, 2024, among other things: o extended the maturity date from November 30, 2024 to December 13, 2024 , on the condition that the Company delivers to CIBC an amended letter of credit issued by JPMorgan Chase Bank, N.A. for the account of MFP, and for the benefit of CIBC, that expires no earlier than January 13, 2025; and o provided for a fee of $ 40,000 payable by the Company to CIBC on the date of the CIBC Amendment. Except as modified by the Third Amendment, Fourth Amendment and Fifth Amendment, all terms and conditions of the Amended CIBC Loan Agreement remained in full force and effect until the loan was paid off on December 19, 2024. Effective September 16, 2024, and until the loan was paid in full on December 19, 2024, the revolving loan outstanding under the Amended CIBC Loan Agreement (as amended by the Third Amendment) exceeded the total revolving loan commitment thereunder, which constituted an event of default under the Amended CIBC Loan Agreement. On September 18, 2024, the Company received a reservation of rights letter from CIBC asserting the existence of such event of default, increasing the interest rate applicable to the loans by 2.0 % per annum (which is the default rate under the Amended CIBC Loan Agreement), where it remained until the loan was paid off on December 19, 2024. AgAmerica Note As described in Note 8 - Debt to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, the Company entered into a term loan agreement, or the AgAmerica Loan Agreement, with AgAmerica on June 20, 2023 pursuant to which AgAmerica issued a term loan of $ 4.3 million to the Company and, as security therefor, the Company granted to AgAmerica a mortgage on approximately 31 acres of land located in Lubbock and Moore Counties, Texas, and certain personal property thereon. No changes to this agreement have occurred during the six months ended December 31, 2024. Per the agreement, interest will accrue at a rate per annum equal to 4.85 % plus the Term SOFR Rate , defined as the forward-looking term rate based on the secured overnight financing rate, or SOFR, computed based on the actual number of days elapsed divided by a 360-day year. The annual interest rate as of December 31, 2024 was 9.34 %. Interest payments are due quarterly in arrears, commencing on June 20, 2023, and on the last day of each quarter thereafter, unless otherwise accelerated in accordance with the terms of the AgAmerica Loan Agreement. The AgAmerica Loan Agreement contains certain customary representations and warranties, events of default, and affirmative and negative covenants, including (among others) limitations with respect to liens, fundamental changes, asset sales and formation and acquisition of subsidiaries, subject to certain exceptions. Upon the occurrence of an event of default, and subject to certain cure periods, AgAmerica may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the AgAmerica Loan Agreement, as applicable, provided that in the event of bankruptcy, all such amounts shall automatically become due and payable. Due to the delayed filing of the Annual Report on Form 10-K for the year ended June 30, 2024, the Company was not in compliance with the reporting requirements per the AgAmerica Loan Agreement; however, a waiver was received from AgAmerica for such non-compliance, executed on November 1, 2024. The Company is in compliance with all reporting requirements as of the date of this filing. MFP Loan Agreement On September 22, 2022, the Company’s largest stockholder, MFP, provided a letter of credit issued by JPMorgan Chase Bank, N.A. for the account of MFP, with an initial face amount of $ 9.0 million for the benefit of CIBC, or the MFP Letter of Credit, as additional collateral to support the Company’s obligations under the CIBC Loan Agreement. Concurrently, on September 22, 2022, the Company entered into a Subordinate Loan and Security Agreement with MFP, or the MFP Loan Agreement, pursuant to which any draw CIBC may make on the MFP Letter of Credit will be deemed to be a term loan advance made by MFP to the Company. The MFP Loan Agreement initially provided for up to $ 9.0 million of term loan advances. In connection with the Company’s entry into the Amended CIBC Loan Agreement, the MFP Letter of Credit was amended to increase the maximum amount of term loan advances to $ 13.0 million and extend the maturity date to September 30, 2024 . On July 16, 2024, the Company entered into a Fourth Amendment to Subordinate Loan and Security Agreement with MFP, or the MFP Fourth Amendment, amending the MFP Loan Agreement to (i) extend the maturity date of the letter of credit to November 30, 2024 and (ii) extend the maturity date of the MFP Loan Agreement to May 31, 2025 . On October 31, 2024, the Company entered into a Fifth Amendment to Subordinate Loan and Security Agreement with MFP, or the MFP Fifth Amendment, further amending the MFP Loan Agreement to extend the maturity date of the letter of credit to December 31, 2024 . On November 27, 2024, the Company entered into a Sixth Amendment to Subordinate Loan and Security Agreement with MFP, or the MFP Sixth Amendment, further amending the MFP Loan Agreement to extend the maturity date of the letter of credit to January 31, 2025 in order to satisfy the Fifth Amendment condition for CIBC as discussed above. In connection with the Company’s entry into the Mountain Ridge Credit Agreement, MFP provided a letter of credit, issued by JPMorgan Chase Bank, N.A. for the account of MFP, with a face amount equal to $ 13.0 million for the benefit of Mountain Ridge, or the Second MFP Letter of Credit, as collateral to support the Company’s obligations under the Mountain Ridge Credit Agreement. In addition, the Second MFP Letter of Credit constitutes an eligible letter of credit under the Mountain Ridge Credit Agreement and, therefore, provides the Company with borrowing base credit under the Mountain Ridge Credit Facility. Concurrently with the Company’s entry into the Mountain Ridge Credit Agreement, on December 19, 2024, the Company entered into a Seventh Amendment to Subordinate Loan and Security Agreement with MFP, or the MFP Seventh Amendment, further amending the MFP Loan Agreement to reflect the payoff of the CIBC Loan Agreement and cancellation of the amended letter of credit previously issued by JPMorgan Chase Bank, N.A. for the account of MFP, for the benefit of CIBC, as additional collateral to support the Company’s obligations under the CIBC Loan Agreement, and to reflect and facilitate the issuance of the Second MFP Letter of Credit. The MFP Seventh Amendment also extended the maturity date of the MFP Loan Agreement to July 31, 2028 and the letter of credit to January 31, 2028 . Except as modified by these amendments, all terms and conditions of the MFP Loan Agreement remain in full force and effect. Pursuant to the amended MFP Loan Agreement, the Company accrues a cash fee to be paid to MFP equal to 4.25 % per annum on all amounts remaining undrawn under the Second MFP Letter of Credit. In the event any term advances are deemed made under the MFP Loan Agreement, such advances will bear interest at a rate per annum equal to term SOFR (with a floor of 1.25 %) plus 9.25 %, 50 % of which will be payable in cash on the last day of each fiscal quarter and 50 % of which will accrue as payment in kind interest payable on the maturity date, unless, with respect to any quarterly payment date, the Company elects to pay such interest in cash. As of December 31, 2024, no amounts were outstanding. The MFP Loan Agreement, as amended, includes customary affirmative and negative covenants and events of default and is secured by substantially all of the Company’s assets and is subordinated to the Mountain Ridge Credit Agreement. Upon the occurrence and during the continuance of an event of default, MFP may declare all outstanding obligations under the MFP Loan Agreement immediately due and payable and take such other actions as set forth in the MFP Loan Agreement. Maturities of Long-Term Debt The annual maturities of long-term debt, excluding finance lease liabilities, are as follows: Fiscal Year Amount Remainder of 2025 $ 47,548 2026 4,395,096 2027 95,096 2028 27,474 Total $ 4,565,214 |