DIXIE GROUP INC
For the period ended Dec 28, 2024. Filed Apr 8, 2025.
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FY2024 · Filed Apr 8, 2025
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Notes to Consolidated Financial Statements
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NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company's businesses consist principally of marketing, manufacturing and selling finished carpet, rugs, luxury vinyl flooring and engineered wood flooring in the domestic floorcovering market. Additionally, the Company provides manufacturing support to its carpet businesses through its separate processing operations.
Basis of Presentation
The Consolidated Financial Statements include the accounts of The Dixie Group, Inc. and its wholly-owned subsidiaries (the "Company") and have been prepared in accordance with U.S. GAAP on the going concern basis of accounting, which assumes the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. All intercompany balances and transactions have been eliminated in consolidation.
Unless specifically noted otherwise, footnote disclosures reflect the results of continuing operations only. The results of discontinued operations are presented in Note 20.
Going Concern
In connection with preparing consolidated financial statements, the Company is required to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Substantial doubt exists when conditions and events, considered in aggregate, indicate that it is probable that the Company will be unable to meet its obligations as they become due within one year after the date that the consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans and actions that have not been fully implemented as of the date that the financial statements are issued.
The assessment of the liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company will be compliant with financial covenant calculations under its debt and other agreements and has adequate liquidity to operate. The Company has sustained net losses for the years ended December 28, 2024 and December 30, 2023. Also as described in Note 9, the Company had $50,000 of outstanding indebtedness under its senior credit facility as of December 28, 2024 which matures on October 30, 2025. As of the date of these financial statements, the Company’s existing cash and cash equivalents were not sufficient to satisfy this debt in whole and meet the Company’s operating needs for at least one year after the issuance of these financial statements. Subsequent to the reporting date, the Company refinanced the senior credit facility. On February 25, 2025, the Company entered into a newthree-year $75,000 senior secured credit facility with MidCap Financial IV Trust. This new facility requires compliance with financial covenants on a monthly basis - See Note 22 for additional information regarding the debt refinancing.
In the current period, the Company was not in compliance with certain financial covenants and obtained appropriate waivers. The Company's current forecast projects the Company may not be able to maintain compliance with certain of its financial covenants under its credit agreements in the next twelve months. Management's plans include implementing cost reductions to improve gross margins and the results of operations, pursuing potentially additional financing for certain assets, and obtaining waivers from lenders. While the Company has been able to obtain waivers in the past for such violations, it cannot be assured that such waivers will be obtained in the future.
These conditions raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued. The Company’s consolidated financial statements do not include adjustments, if any, that may arise from the outcome of this uncertainty.
Variable Interest Entities
The Company determines at the inception of each arrangement whether an entity in which it has made an investment or in which the Company has other variable interests is considered a variable interest entity (“VIE”). The Company consolidates VIEs when it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the majority of their losses or benefits. If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with applicable GAAP. At each reporting period, the Company assesses whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether the Company is the primary beneficiary.
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The Company entered into an arrangement to pool extrusion machinery whereby the Company and an independent entity, "the Entity", separately purchased machinery to concurrently produce fiber to reduce manufacturing costs. The entity purchases the raw materials, employs the staff and owns and manages the facility and the production of the fiber. The Company receives all fiber produced on its own machines and pays the entity an amount equal to the cost of raw materials and an agreed upon allocation of direct and indirect production and overhead costs of the fiber operations. The Company accounts for all amounts paid to the entity as the cost of raw material inventory.
The Company determined that the entity is a VIE and the Company's arrangement represents a variable interest in the entity. The Company has determined that the governance and operating structures of this VIE do not allow it to direct the activities that would significantly affect the Entity's economic performance. In addition, the Company does not have an obligation to absorb losses of the Entity. Therefore, the Company is not the primary beneficiary, and the results of operations and financial position of this VIE are not included in the Company's consolidated condensed financial statements. The Company believes its maximum exposure of this unconsolidated VIE is the current carrying value of the equipment at the Entity's location. The carrying value and maximum exposure of this unconsolidated VIE was $7,409 as of December 28, 2024, and is included within property, plant and equipment, net on the Company’s consolidated condensed balance sheets. Any additional potential losses cannot be determined.
Nasdaq Delisting Notification or Failure to Satisfy a Continued Listing Rule or Standard
Effective at the opening of business on October 3, 2024, the Company's Common Stock was suspended and delisted from Nasdaq and began trading on the Over-the-Counter Market pink sheets under the stock symbol DXYN. Effective October 4, 2024, the Company was upgraded to the Over-the-Counter OTCQB Market ("the OTCQB") trading under the same symbol DXYN. On February 12, 2025, Nasdaq filed a Form 25 with the SEC notifying the SEC of Nasdaq's determination to remove the Company's securities from listing on Nasdaq. The delisting was effective February 21, 2025.
Use of Estimates in the Preparation of Financial Statements
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.
Fiscal Year
The Company ends its fiscal year on the last Saturday of December. All references herein to "2024" and "2023" mean the fiscal years ended December 28, 2024 and December 30, 2023 respectively. Both fiscal year 2024 and fiscal 2023 contained 52 weeks.
Discontinued Operations
The consolidated financial statements separately report discontinued operations and the results of continuing operations (See Note 20).
Cash and Cash Equivalents
Highly liquid investments with original maturities of three months or less when purchased are reported as cash equivalents.
Market Risk
The Company sells carpet to floorcovering retailers, the interior design, architectural and specifier communities and supplies carpet yarn and carpet dyeing and finishing services to certain manufacturers. The Company's customers are located principally throughout the United States.
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Receivables and Allowance for Expected Credit Losses
The Company grants credit to its customers with defined payment terms, performs ongoing evaluations of the credit worthiness of its customers and generally does not require collateral. Accounts receivable are carried at their outstanding principal amounts, less an anticipated amount for discounts and an allowance for expected credit losses, which management believes is sufficient to cover potential credit losses based on historical experience and periodic evaluation of the financial condition of the Company's customers. The Company's allowance for expected credit losses is computed using a number of factors including past credit loss experience and the aging of amounts due from our customers, in addition to other customer-specific factors. The Company also considered recent trends and developments related to the current macroeconomic environment such as unemployment rates, interest rates and inflation in determining its ending allowance for credit losses for accounts receivable. If the financial condition of the Company's customers were to deteriorate, resulting in a change in their ability to make payments, or additional changes in macroeconomic factors occur, additional allowances may be required.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out ("LIFO") method, which generally matches current costs of inventory sold with current revenues, for substantially all inventories.
Property, Plant and Equipment
Property, plant and equipment are stated at the lower of cost or impaired value. Provisions for depreciation and amortization of property, plant and equipment have been computed for financial reporting purposes using the straight-line method over the estimated useful lives of the related assets, ranging from 10 to 40 years for buildings and improvements, and 3 to 10 years for machinery and equipment. Costs to repair and maintain the Company's equipment and facilities are expensed as incurred. Such costs typically include expenditures to maintain equipment and facilities in good repair and proper working condition.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment when circumstances indicate that the carrying value of an asset may not be fully recoverable. When the carrying value of the asset exceeds the value of its estimated undiscounted future cash flows, an impairment charge is recognized equal to the difference between the asset's carrying value and its fair value. Fair value is estimated using discounted cash flows, prices for similar assets or other valuation techniques.
Self-Insured Benefit Programs
The Company records liabilities to reflect an estimate of the ultimate cost of claims related to its self-insured medical and dental benefits and workers' compensation. The amounts of such liabilities are based on an analysis of the Company's historical experience for each type of claim.
Income Taxes
The Company recognizes deferred income tax assets and liabilities for the future tax consequences of the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company evaluates the recoverability of these future tax benefits by assessing the adequacy of future expected taxable income from all sources. In the event that the Company is not able to realize all or a portion of the deferred tax assets in the future, a valuation allowance is provided. The Company recognizes such amounts through a charge to income in the period in which that determination is made or when tax law changes are enacted. The Company accounts for uncertainty in income tax positions according to FASB guidance relating to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions, if any, in income tax expense.
Treasury Stock
The Company classifies treasury stock as a reduction to Common Stock for the par value of such shares acquired and the difference between the par value and the price paid for each share recorded either entirely to retained earnings or to additional paid-in-capital for periods in which the Company does not have retained earnings. This presentation reflects the repurchased shares as authorized but unissued as prescribed by state statute.
Revenue Recognition
The Company derives its revenues primarily from the sale of floorcovering products and processing services. Revenues are recognized when control of these products or services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Sales, value add, and other taxes the
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Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. Incidental items that are immaterial in the context of the contract are recognized as expense. While the Company pays sales commissions to certain personnel, the Company has not capitalized these costs as costs to obtain a contract as the Company has elected to expense costs as incurred when the expected amortization period is one year or less. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. The Company determined revenue recognition through the following steps:
Identification of the contract with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, the performance obligation is satisfied
Performance Obligations
For performance obligations related to residential floorcovering products, control transfers at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer and the customer must have the significant risks and rewards of ownership. The Company’s principal terms of sale are FOB Shipping Point and FOB Destination and the Company transfers control and records revenue for product sales either upon shipment or delivery to the customer, respectively. Revenue is allocated to each performance obligation based on its relative stand-alone selling prices. Stand-alone selling prices are based on observable prices at which the Company separately sells the products or services.
Variable Consideration
The nature of the Company’s business gives rise to variable consideration, including rebates, allowances, and returns that generally decrease the transaction price, which reduces revenue. These variable amounts are generally credited to the customer, based on achieving certain levels of sales activity, product returns, or price concessions.
Variable consideration is estimated at the most likely amount using a portfolio approach that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are estimated based upon historical experience and known trends.
Advertising Costs
The Company engages in promotional and advertising programs. Expenses relating to these programs are charged to results of operations during the period of the related benefits. These arrangements do not require significant estimates of costs. Costs related to cooperative advertising programs are normally recorded as selling and administrative expenses when the Company can reasonably identify the benefit associated with the program and can reasonably estimate that the fair value of the benefit is equal to or greater than its cost. The amount of advertising and promotion expenses included in selling and administrative expenses was not significant for the years 2024 and 2023.
Warranties
The Company generally provides product warranties related to manufacturing defects and specific performance standards for its products for a period of up totwo years. The Company accrues for estimated future assurance warranty costs in the period in which the sale is recorded. The costs are included in cost of sales in the Consolidated Statements of Operations and the product warranty reserve is included in accrued expenses in the Consolidated Balance Sheets. The Company calculates its accrual using the portfolio approach based upon historical experience and known trends (See Note 8). The Company does not provide an additional service-type warranty.
Cost of Sales
Cost of sales includes all costs related to manufacturing the Company's products, including purchasing and receiving costs, inspection costs, warehousing costs, freight costs, internal transfer costs or other costs of the Company's distribution network.
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Selling and Administrative Expenses
Selling and administrative expenses include all costs, not included in cost of sales, related to the sale and marketing of the Company's products and general administration of the Company's business.
Operating Leases
The Company determines if an arrangement is an operating lease or a financing lease at inception. A lease exists if the Company obtains substantially all of the economic benefits of, and has the right to control the use of, an asset for a period of time. Right-of-use assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease agreement. Lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the term of the lease. Right-of-use assets may also be adjusted to reflect any prepayments made or any incentive payments received. Generally, the Company's leases do not provide a readily determinable implicit interest rate, therefore, the Company uses its incremental borrowing rate, which is based on information available at the lease commencement date, to determine the present value of lease payments.
The Company has operating leases primarily for real estate and equipment used in manufacturing. Operating lease expense is recognized in continuing operations on a straight-line basis over the lease term within cost of sales and selling and administrative expenses. Financing lease expense is comprised of both interest expense, which is recognized using the effective interest method, and amortization of the right-of-use assets. These expenses are presented consistently with the presentation of other interest expense and amortization or depreciation of similar assets. In determining lease asset values, the Company considers fixed and variable payment terms, prepayments, incentives, and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The Company does not recognize a right-of-use asset and lease liability for leases with a term of twelve months or less.
Stock-Based Compensation
The Company recognizes compensation expense relating to stock-based payments based on the fair value of the equity or liability instrument issued. Restricted stock grants with pro-rata vesting are expensed using the straight-line method. (Terms of the Company's awards are specified in Note 15). The Company accounts for forfeitures when they actually occur.
NOTE 2 -RECENT ACCOUNTING PRONOUNCEMENTS
Adopted Accounting Standards
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances reporting requirements under Topic 280. The enhanced disclosure requirements include: title and position of the Chief Operating Decision Maker ("CODM"), significant segment expenses provided to the CODM, extending certain annual disclosures to interim periods, clarifying single reportable segment entities must apply ASC 280 in its entirety, and permitting more than one measure of segment profit or loss to be reported under certain circumstances. This change is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. This change will apply retrospectively to all periods presented. The adoption of this ASU did not have a material impact on its financial statements (See Note 21).
Accounting Standards Yet to Be Adopted
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective for annual periods beginning after December 15, 2024. This change will apply on a prospective basis to annual financial statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. The Company does not expect the adoption of this ASU to have a material impact on its financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosures about certain categories of expenses (including purchases of inventory, employee compensation, depreciation and intangible asset amortization) that are included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. This new guidance is intended to provide investors with more detailed expense information in order to better understand an entity's cost structure and forecast future cash flows. This ASU is effective for annual reporting periods
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NOTE 3 -REVENUE
Disaggregation of Revenue from Contracts with Customers
The following table disaggregates the Company’s revenue by end-user markets:
| 2024 | 2023 | |
|---|---|---|
| Residential floorcovering products | $261,108 | $272,210 |
| Other services | 3,918 | 4,133 |
| Total net sales | $265,026 | $276,343 |
Residential floorcovering products. Residential floorcovering products include broadloom carpet, rugs, luxury vinyl flooring andengineered hardwood. These products are sold into the designer, retailer, mass merchant and builder markets.
Other services. Other services include carpet yarn processing and carpet dyeing services.
Contract Balances
Other than receivables that represent an unconditional right to consideration, which are presented separately (See Note 4), the Company does not recognize any contract assets which give conditional rights to receive consideration, as the Company does not incur costs to obtain customer contracts that are recoverable. The Company may receive cash payments from customers in advance of the Company’s performance for limited production run orders resulting in contract liabilities. These contract liabilities are classified in accrued expenses in the Consolidated Balance Sheets based on the timing of when the Company expects to recognize revenue, which is typically less than a year. The net decrease or increase in the contract liabilities is primarily driven by order activity for limited runs requiring deposits offset by the recognition of revenue and application of deposit on the receivables ledger for such activity during the period. The activity in the advanced deposits for continuing operations are as follows:
| 2024 | 2023 | |
|---|---|---|
| Beginning contract liability | $966 | $1,055 |
| Revenue recognized from contract liabilities included in the beginning balance | (808) | (881) |
| Increases due to cash received, net of amounts recognized in revenue during the period | 570 | 792 |
| Ending contract liability | $728 | $966 |
NOTE 4 -RECEIVABLES, NET
Receivables are summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Customers, trade | $22,195 | $22,461 |
| Other receivables | 1,584 | 1,665 |
| Gross receivables | 23,779 | 24,126 |
| Less: allowance for expected credit losses (1) | (454) | (440) |
| Receivables, net | $23,325 | $23,686 |
(1)The Company recognized an expense to the provision for the expected credit losses of $194 and $31 and recognized write-offs, net of recoveries of $180 and $90 in 2024 and 2023, respectively.
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NOTE 5 -INVENTORIES, NET
Inventories are summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Raw materials | $22,093 | $24,368 |
| Work-in-process | 11,587 | 12,275 |
| Finished goods | 54,631 | 60,553 |
| Supplies and other | 94 | 112 |
| LIFO reserve | (21,553) | (21,097) |
| Inventories, net | $66,852 | $76,211 |
Reduction of inventory quantities in 2024 and 2023 resulted in liquidations of LIFO inventories carried at prevailing costs established in prior years and decreased cost of sales by $494 and $1,145 in 2024 and 2023, respectively.
NOTE 6 -PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consists of the following:
| 2024 | 2023 | |
|---|---|---|
| Land and improvements | $3,434 | $3,402 |
| Buildings and improvements | 41,619 | 41,484 |
| Machinery and equipment | 163,839 | 155,312 |
| Assets under construction | 327 | 574 |
| 209,219 | 200,772 | |
| Accumulated depreciation | (175,472) | (169,404) |
| Property, plant and equipment, net | $33,747 | $31,368 |
Depreciation of property, plant and equipment, including amounts for finance leases, totaled $6,366 in 2024 and $7,122 in 2023.
NOTE 7 -ACCRUED EXPENSES
Accrued expenses are summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Compensation and benefits (1) | $4,418 | $5,720 |
| Provision for customer rebates, claims and allowances | 6,921 | 6,199 |
| Advanced customer deposits | 728 | 966 |
| Outstanding checks in excess of cash | 470 | 444 |
| Other | 2,520 | 3,269 |
| Accrued expenses | $15,057 | $16,598 |
(1)Includes a liability related to the Company's self-insured Workers' Compensation program. This program is collateralized by letters of credit in the aggregate amount of $3,252. The Company has other letters of credit outstanding totaling $852.
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NOTE 8 -PRODUCT WARRANTY RESERVES
The Company generally provides product warranties related to manufacturing defects and specific performance standards for its products. Product warranty reserves are included in accrued expenses in the Company's Consolidated Balance Sheets. The following is a summary of the Company's product warranty activity for continuing operations:
| 2024 | 2023 | |
|---|---|---|
| Product warranty reserve at beginning of period | $735 | $942 |
| Warranty liabilities accrued | 624 | 716 |
| Warranty liabilities settled | (761) | (923) |
| Product warranty reserve at end of period | $598 | $735 |
NOTE 9 -LONG-TERM DEBT AND CREDIT ARRANGEMENTS
Long-term debt consists of the following:
| 2024 | 2023 | |
|---|---|---|
| Revolving credit facility | $50,000 | $47,619 |
| Term loans | 21,960 | 23,875 |
| Notes payable - other | 11,163 | 12,300 |
| Finance lease obligations | 456 | 131 |
| Deferred financing costs, net | (1,231) | (1,405) |
| Total debt | 82,348 | 82,520 |
| Less: current portion of long-term debt | 53,818 | 4,230 |
| Long-term debt | $28,530 | $78,290 |
Revolving Credit Facility
On October 30, 2020, the Company entered into a $75,000 Senior Secured Revolving Credit Facility with Fifth Third Bank National Association as lender. The loan is secured by a first priority security interest on all accounts receivable, cash, and inventory, and provides for borrowing limited by certain percentages of values of the accounts receivable and inventory. The revolving credit facility matures on October 30, 2025 and has been classified as a current liability.
At the Company's election, advances of the revolving credit facility bear interest at annual rates equal to either (a) SOFR (plus a 0.10% SOFR adjustment) for 1 or 3 month periods, as defined with a floor of 0.75% or published SOFR, plus an applicable margin ranging between 1.50% and 2.00%, or (b) the higher of the prime rate plus an applicable margin ranging between 0.50% and 1.00%. The applicable margin is determined based on availability under the revolving credit facility with margins increasing as availability decreases. The applicable margin can be increased by 0.50% if the fixed charge coverage ratio is below a 1.10 to 1.00 ratio. As of December 28, 2024, the applicable margin on the Company's revolving credit facility was 2.50% for SOFR and 1.50% for Prime due to the fixed charge coverage ratio being below 1.10 to 1.00. The Company pays an unused line fee on the average amount by which the aggregate commitments exceed utilization of the revolving credit facility equal to 0.25% per annum. The weighted-average interest rate on borrowings outstanding under the revolving credit facility was 7.18% at December 28, 2024 and 8.15% for December 30, 2023.
The agreement is subject to customary terms and conditions and annual administrative fees with pricing varying on excess availability and a fixed charge coverage ratio. The agreement is also subject to certain compliance, affirmative, and financial covenants including the restriction on payment of dividends. The Company is only subject to the financial covenants if borrowing availability is less than $8,006, which is equal to 12.5% of the lesser of the total loan availability of $75,000 or total collateral available, and remains until the availability is greater than 12.5% forthirty consecutive days.
On February 25, 2025, the Company entered into a new $75,000 Senior Secured Revolving Credit Facility with MidCap Financial IV Trust to replace its $75,000 Senior Secured Revolving Credit Facility with Fifth Third Bank, National Association (See Note 22). The revolving credit facility requires a lockbox arrangement, which provides for all cash receipts to be swept daily to reduce the balance outstanding. This arrangement, combined with the existence of a “subjective acceleration clause” (as defined by U.S. GAAP) in the revolving credit facility, requires the balance on the revolving credit facility to be classified as a current liability. The “subjective acceleration clause” allows the lender to declare an event of default if there is a material adverse change in the Company's business or financial condition. Upon the occurrence of an event of default, the lender may, among other things, declare all obligations payable in full.
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Term Loans
Effective October 28, 2020, the Company entered into a $10,000 principal amount USDA Guaranteed term loan with AmeriState Bank as lender. The term of the loan is 25 years and bears interest at a minimum 5.00% rate or 4.00% above 5-year treasury, to be reset every 5 years at 3.5% above 5-year treasury. The loan is secured by a first mortgage on the Company’s Atmore, Alabama and Roanoke, Alabama facilities.
Effective October 29, 2020, the Company entered into a $15,000 principal amount USDA Guaranteed term loan with the Greater Nevada Credit Union as lender. The term of the loan is 10 years and bears interest at a minimum 5.00% rate or 4.00% above 5- year treasury, to be reset after 5 years at 3.5% above 5-year treasury. Payments on the loan are interest only over the first three years and principal and interest over the remaining seven years. The loan is secured by a first lien on a substantial portion of the Company’s machinery and equipment and a second lien on the Company’s Atmore and Roanoke facilities.
Debt Covenant Compliance
The Company's agreements for its Revolving Credit Facility and its term loans include certain compliance, affirmative, and financial covenants and, as of the reporting date, the Company is in compliance with or has received waivers for all such applicable financial covenants.
Notes Payable - Buildings
On March 16, 2022, the Company entered into atwenty-year $11,000 note payable to refinance an existing note payable on its distribution center in Adairsville, Georgia (the "Property"). The refinanced note payable bore interest at a fixed annual rate of 3.81%. On December 14, 2023, the Company sold the Property and completed a successful sale and leaseback of the Property. The Company paid off the existing note in the amount of $10,368. As a result of the debt extinguishment, the Company recognized an expense of $206 for previously deferred financing costs on the note. The note had been secured by the Property and a guarantee of the Company. (See Note 10.)
Notes Payable - Other
On January 14, 2019, the Company, entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with Saraland Industrial, LLC, an Alabama limited liability company (the “Purchaser”). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its Saraland facility, and approximately 17.12 acres of surrounding property located in Saraland, Alabama (the “Property”) to the Purchaser for a purchase price of $11,500. Concurrent with the sale of the Property, the Company and the Purchaser entered into atwenty-year lease agreement (the “Lease Agreement”), whereby the Company will lease back the Property at an annual rental rate of $977, subject to annual rent increases of 1.25%. Under the Lease Agreement, the Company has two (2) consecutive options to extend the term of the Lease byten years for each such option. This transaction was recorded as a failed sale and leaseback. The Company recorded a liability for the amounts received, will continue to depreciate the asset, and has imputed an interest rate of 7.07% so that the net carrying amount of the financial liability and remaining assets will be zero at the end of thetwenty-year lease term.
On September 15, 2023, the Company modified a note payable on equipment which had previously been recorded as a failed sale and leaseback. The note payable bore interest at fixed interest rate of 7.84% and matured on December 1, 2024. In 2023, the Company recognized a gain of $625 related to an extinguishment of debt on the note payable.
The Company's other financing notes have terms up to 1 year, bear interest ranging from 6.50% to 6.75% and are due in monthly installments through their maturity dates. The Company's other notes do not contain any financial covenants.
Finance Lease Obligations
The Company's financed lease obligations are due in monthly installments through their maturity dates. The Company's finance lease obligations are secured by the specific equipment leased.
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Debt Maturities
Maturities of long-term debt for periods following December 28, 2024 are as follows:
| Long-TermDebt · Finance Leases (See Note 10) · Total | |||
|---|---|---|---|
| 2025 | $53,676 | $142 | $53,818 |
| 2026 | 2,657 | 160 | 2,817 |
| 2027 | 2,837 | 136 | 2,973 |
| 2028 | 3,221 | 18 | 3,239 |
| 2029 | 3,196 | — | 3,196 |
| Thereafter | 17,536 | — | 17,536 |
| Total maturities of long-term debt | $83,123 | $456 | $83,579 |
| Deferred financing costs, net | (1,231) | — | (1,231) |
| Total long-term debt | $81,892 | $456 | $82,348 |
NOTE 10 -LEASES
Leases as Lessee
Balance sheet information related to right-of-use assets and liabilities is as follows:
| Balance Sheet Location | 2024 | 2023 | |
|---|---|---|---|
| Operating Leases: | |||
| Operating lease right-of-use assets | Operating lease right-of-use assets | $25,368 | $28,962 |
| Current portion of operating lease liabilities | Current portion of operating lease liabilities | $3,804 | $3,654 |
| Noncurrent portion of operating lease liabilities | Operating lease liabilities | 22,295 | 25,907 |
| Total operating lease liabilities | $26,099 | $29,561 | |
| Finance Leases: | |||
| Finance lease right-of-use assets | Property, plant, and equipment, net | $498 | $138 |
| Current portion of finance lease liabilities | Current portion of long-term debt | $142 | $29 |
| Noncurrent portion of finance lease liabilities | Long-term debt | 314 | 102 |
| Total financing lease liabilities | $456 | $131 | |
Lease cost recognized in the consolidated financial statements is summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Operating lease cost | $5,803 | $4,115 |
| Finance lease cost: | ||
| Amortization of lease assets | $54 | $174 |
| Interest on lease liabilities | 14 | 10 |
| Total finance lease costs | $68 | $184 |
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Other supplemental information related to leases is summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Weighted average remaining lease term (in years): | ||
| Operating leases | 6.35 | 7.25 |
| Finance leases | 2.96 | 4.51 |
| Weighted average discount rate: | ||
| Operating leases | 6.82% | 6.81% |
| Finance leases | 5.58% | 6.65% |
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows from operating leases | $5,789 | $4,080 |
| Operating cash flows from finance leases | 14 | 10 |
| Financing cash flows from finance leases | 70 | 256 |
The following table summarizes the Company's undiscounted future minimum lease payments under non-cancellable contractual obligations for operating and financing lease liabilities as of year end:
| Fiscal Year | Operating Leases | Finance Leases |
|---|---|---|
| 2025 | $5,473 | $162 |
| 2026 | 5,188 | 174 |
| 2027 | 5,358 | 141 |
| 2028 | 5,334 | 19 |
| 2029 | 4,679 | — |
| Thereafter | 6,670 | — |
| Total future minimum lease payments (undiscounted) | 32,702 | 496 |
| Less: Present value discount | (6,603) | (40) |
| Total lease liability | $26,099 | $456 |
On December 15, 2023, the Company sold its Adairsville, Georgia distribution center. The sales price was $16,250. The gain on the sale transaction was $8,198 and is included in other operating (income) expense, net in the consolidated statements of operations. The transaction was accounted for as a successful sale and leaseback transaction.
Concurrent with the sale of the Adairsville, Georgia distribution center, the Company entered into an operating lease to lease back the property for a term of 10 years withtwo 5 year renewal options. The Company concluded it was not reasonably certain to exercise the renewal options and therefore, did not include in the lease liability or right of use asset. The initial annual rent is $1,496 for the first five years increasing to an annual amount of $1,585 for the second five years. The Company is responsible for normal maintenance of the building and facilities.
Leases as Lessor
The Company leases or subleases certain excess space in its facilities to third parties, which are included as fixed assets. The leases are accounted for as operating leases and the lease or sublease income is included in other operating (income) expense, net. The Company recognizes lease income on a straight-line basis as collectability is probable, including any escalation or lease incentives, as applicable, and the Company continues to recognize the underlying asset which is included in property, plant and equipment, net on the Company's consolidated balance sheets The leases do not have any residual value guarantees. The Company has elected the practical expedient to combine all non-lease components as a combined component. The nature of the Company’s sublease agreements do not provide for variable lease payments or options to purchase.
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Lease income and sublease income related to fixed lease payments is recognized in other operating (income) expense, net in the in the consolidated statements of operations because they are not ordinary activities of the Company and is summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Operating lease income | $1,879 | $705 |
The following table summarizes the Company's undiscounted lease payments to be received under operating leases including amounts to be paid by the Company to the head lessor for the next five years and thereafter as of 2024:
| Fiscal Year | Gross Lease Payments | Payments to Head Lessor | Net Lease Payments |
|---|---|---|---|
| 2025 | $2,364 | $421 | $1,943 |
| 2026 | $2,411 | $430 | $1,981 |
| 2027 | $2,460 | $438 | $2,022 |
| 2028 | $2,509 | $447 | $2,062 |
| 2029 | $2,311 | $456 | $1,855 |
| Thereafter | $11,832 | $2,273 | $9,559 |
| Total | $23,887 | $4,465 | $19,422 |
NOTE 11 -FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange value of an asset or a liability in an orderly transaction between market participants. The fair value guidance outlines a valuation framework and establishes a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and disclosures. The hierarchy consists of three levels as follows:
Level 1 - Quoted market prices in active markets for identical assets or liabilities as of the reported date;
Level 2 - Other than quoted market prices in active markets for identical assets or liabilities, quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and other than quoted prices for assets or liabilities and prices that are derived principally from or corroborated by market data by correlation or other means; and
Level 3 - Measurements using management's best estimate of fair value, where the determination of fair value requires significant management judgment or estimation.
The carrying amounts and estimated fair values of the Company's financial instruments are summarized as follows:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Carrying | Fair | Carrying | Fair | |
| Amount | Value | Amount | Value | |
| Financial assets: | ||||
| Cash and cash equivalents | $19 | $19 | $79 | $79 |
| Financial liabilities: | ||||
| Long-term debt, including current portion | 81,892 | 73,249 | 82,389 | 79,225 |
| Finance leases, including current portion | 456 | 434 | 131 | 130 |
The fair values of the Company's long-term debt and finance leases were estimated using market rates the Company believes would be available for similar types of financial instruments and represent level 2 measurements. The fair values of cash and cash equivalents approximate their carrying amounts due to the short-term nature of the financial instruments.
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NOTE 12 -EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
The Company sponsors a 401(k) defined contribution plan that covers a significant portion, or approximately 98% of the Company's associates. This plan includes a mandatory Company match on the first 1% of participants' contributions. The Company matches the next 2% of participants' contributions if the Company meets prescribed earnings levels. The plan also provides for additional Company contributions above the 3% level if the Company attains certain additional performance targets. Matching contribution expense for this 401(k) plan was $335 in 2024 and $652 in 2023.
Additionally, the Company sponsors a 401(k) defined contribution plan that covers those associates atone facility who are under a collective-bargaining agreement, or approximately 2% of the Company's associates. Under this plan, the Company generally matches participants' contributions, on a sliding scale, up to a maximum of 2.75% of the participant's earnings. Matching contribution expense for the collective-bargaining 401(k) plan was $5 in 2024 and $11 in 2023.
Non-Qualified Retirement Savings Plan
The Company sponsors a non-qualified retirement savings plan that allows eligible associates to defer a specified percentage oftheir compensation. The obligations for continuing operations owed to participants under this plan were $16,411 at December 28, 2024 and $14,289 at December 30, 2023 and are included in other long-term liabilities in the Company's Consolidated Balance Sheets. The obligations are unsecured general obligations of the Company and the participants have no right, interest or claim in the assets of the Company, except as unsecured general creditors. The Company utilizes a Rabbi Trust to hold, invest and reinvest deferrals and contributions under the plan. Amounts are invested in Company-owned life insurance in the Rabbi Trust and the cash surrender value of the policies for continuing operations was $16,537 at December 28, 2024 and $14,836 at December 30, 2023 and is included in other assets in the Company's Consolidated Balance Sheets.
Multi-Employer Pension Plan
The Company contributes to a multi-employer pension plan under the terms of a collective-bargaining agreement that covers its union-represented employees. These union-represented employees represented approximately 2% of the Company's total employees. The risks of participating in multi-employer plans are different from single-employer plans. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If the Company chooses to stop participating in the multi-employer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
The Company's participation in the multi-employer pension plan for 2024 is provided in the table below. The "EIN/Pension Plan Number" column provides the Employee Identification Number (EIN) and the three digit plan number. The most recent Pension Protection Act (PPA) zone status available in 2024 and 2023 is for the plan's year-end at 2023 and 2022, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded. The "FIP/RP Status Pending/Implemented" column indicates a plan for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date of the collective-bargaining agreement to which the plan is subject.
| Pension Fund · EIN/Pension Plan Number · Pension Protection Act Zone Status · FIP/RP Status Pending/Implemented (1) · Contributions (2) · Surcharge Imposed (1) · Expiration Date of Collective-Bargaining Agreement | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 · 2023 · 2024 · 2023 · 2022 | |||||||||
| The Pension Plan of the National Retirement Fund | 13-6130178 - 001 | Red | Red | Implemented | $26 | $23 | $151 | Yes | 6/6/2026 |
(1) The collective-bargaining agreement requires the Company to contribute to the plan at the rate of $0.47 per compensated hour for each covered employee. The Company will make additional contributions, as mandated by law, in accordance with the fund's 2010 Rehabilitation Plan which required a surcharge equal to $0.03 per hour (from $0.47 to $0.50) effective June 1, 2014 to May 31, 2015, a surcharge equal to $0.03 per hour (from $0.50 to $0.53) effective June 1, 2015 to May 31, 2016, a surcharge equal to $0.02 per hour (from $0.53 to $0.55) effective June 1, 2016 to May 31, 2017, a surcharge equal to $0.03 per hour (from $0.55 to $0.58) effective June 1, 2017 to May 31, 2018, a surcharge equal to $0.02 per hour (from $0.58 to $0.60) effective June 1, 2018 to May 31, 2019, a surcharge equal to $0.03 per hour (from $0.60 to $0.63) effective June 1, 2019 to May 31, 2020, a surcharge equal to $0.03 per hour (from $0.63 to $0.66) effective June 1, 2020 to May 31, 2021, a surcharge equal to $0.03 per hour (from $0.66 to $0.69) effective June 1, 2021 to May 31, 2022, a surcharge equal to $0.03 per hour (from $0.69 to $0.72) effective June 1, 2022 to May 31, 2023, a surcharge equal to $0.03 per hour (from $0.72 to $0.75) effective June 1, 2023 to May 31, 2024 and a surcharge equal to $0.03 per hour (from $0.75 to $0.78) effective June 1, 2024 to May 31, 2025. Based upon current employment and benefit levels, the Company's contributions to the multi-employer pension plan are expected to be approximately $28 for 2025.
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(2) The Company's contributions to the plan do not represent more than 5% of the total contributions to the plan for the most recent plan year available.
Postretirement Plans
The Company sponsors a postretirement benefit plan that provides life insurance to a limited number of associates upon retirement as part of a collective bargaining agreement.
Information about the benefit obligation and funded status of the Company's postretirement benefit plan is summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Change in benefit obligation: | ||
| Benefit obligation at beginning of year | $324 | $379 |
| Service cost | 1 | 5 |
| Interest cost | 13 | 16 |
| Actuarial gain | (52) | (75) |
| Benefits paid | (1) | (1) |
| Benefit obligation at end of year | 285 | 324 |
| Change in plan assets: | ||
| Fair value of plan assets at beginning of year | — | — |
| Employer contributions | 1 | 1 |
| Benefits paid | (1) | (1) |
| Fair value of plan assets at end of year | — | — |
| Unfunded amount | $(285) | $(324) |
The balance sheet classification of the Company's liability for the postretirement benefit plan is included in discontinued operations and is summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Current liabilities of discontinued operations | $22 | $23 |
| Long-term liabilities of discontinued operations | 263 | 301 |
| Total liability | $285 | $324 |
Benefits expected to be paid on behalf of associates for the postretirement benefit plan during the period 2025 through 2034 are summarized as follows:
| Years | PostretirementPlan |
|---|---|
| 2025 | $22 |
| 2026 | 20 |
| 2027 | 19 |
| 2028 | 18 |
| 2029 | 18 |
| 2030-34 | 85 |
Assumptions used to determine the benefit obligation of the Company's postretirement benefit plan are summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Weighted-average assumptions as of year-end: | ||
| Discount rate (benefit obligation) | 4.00% | 4.00% |
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Components of net periodic benefit cost (credit) for the postretirement plan are summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Service cost | $1 | $5 |
| Interest cost | 13 | 16 |
| Recognized net actuarial gains | (34) | (26) |
| Net periodic benefit cost (credit) | $(20) | $(5) |
Pre-tax amounts included in accumulated other comprehensive income for the Company's postretirement benefit plan at 2024 are summarized as follows:
| Postretirement Benefit Plan | ||
|---|---|---|
| Balance at 2024 | 2025 Expected Amortization | |
| Unrecognized actuarial gains | $387 | $19 |
| Totals | $387 | $19 |
NOTE 13 -INCOME TAXES
The provision (benefit) for income taxes on income (loss) from continuing operations consists of the following:
| 2024 | 2023 | |
|---|---|---|
| Current | ||
| Federal | $(51) | $208 |
| State | 22 | 6 |
| Total current | (29) | 214 |
| Deferred | ||
| Federal | — | — |
| State | — | — |
| Total deferred | — | — |
| Income tax provision (benefit) | $(29) | $214 |
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Differences between the provision (benefit) for income taxes and the amount computed by applying the statutory federal income tax rate to income (loss) from continuing operations before taxes are summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Federal statutory rate | 21% | 21% |
| Statutory rate applied to loss from continuing operations before taxes | $(2,570) | $(365) |
| Plus state income taxes, net of federal tax effect | 17 | 5 |
| Total statutory provision (benefit) | (2,553) | (360) |
| Effect of differences: | ||
| Nondeductible meals and entertainment | 38 | 31 |
| Executive compensation limitation | 24 | — |
| Federal tax credits | (220) | (343) |
| State tax credits | (22) | (74) |
| Reserve for uncertain tax positions | 5 | 37 |
| Change in valuation allowance | 2,573 | 797 |
| Stock-based compensation | 125 | 105 |
| Other items | 1 | 21 |
| Income tax provision (benefit) | $(29) | $214 |
The Company has a full valuation allowance against its deferred tax assets. The Company intends to maintain this position until there is sufficient evidence to support the reversal of all or some portion of these allowances. The Company also has certain assets with indefinite lives for which the basis is different for book and tax. In accordance with ASC 740-10-30-18, the deferred tax liability related to these intangible assets cannot be used to offset deferred tax assets when determining the amount of the valuation allowance for deferred tax assets which are not more-likely-than-not to be realized. The result is that the Company is in a net deferred tax liability position of $91 at December 28, 2024 and December 30, 2023, which is recorded in other long-term liabilities in the Company's Consolidated Balance Sheets.
Due to its full valuation allowance against its deferred tax balances, the Company is only able to recognize refundable credits and a small amount of federal and state taxes in the tax provision (benefit) for 2024 and 2023.
Significant components of the Company's deferred tax assets and liabilities are as follows:
| 2024 | 2023 | |
|---|---|---|
| Deferred tax assets: | ||
| Inventories | $1,916 | $1,649 |
| Retirement benefits | 436 | 322 |
| State net operating losses | 3,502 | 4,014 |
| Federal net operating losses | 6,309 | 2,840 |
| State tax credit carryforwards | — | 1,669 |
| Federal tax credit carryforwards | 4,778 | 4,579 |
| Allowances for bad debts, claims and discounts | 1,806 | 1,663 |
| Other | 8,597 | 7,246 |
| Total deferred tax assets | 27,344 | 23,982 |
| Valuation allowance | (24,737) | (20,961) |
| Net deferred tax assets | 2,607 | 3,021 |
| Deferred tax liabilities: | ||
| Property, plant and equipment | 2,698 | 3,112 |
| Total deferred tax liabilities | 2,698 | 3,112 |
| Net deferred tax liability | $(91) | $(91) |
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At December 28, 2024, the Company had approximately $30,045 of federal net operating loss carryforwards and approximately $63,275 of state net operating loss carryforwards available from both continuing and discontinued operations. In addition, $4,778 of federal tax credit carryforwards were available to the Company. The federal tax credit carryforwards will expire between 2030 and 2045. The federal net operating loss carryforwards have no expiration date. The state net operating loss carryforwards will expire between 2024 and 2044. A valuation allowance is recorded to reflect the estimated amount of deferred tax assets attributable to continuing operations that are estimated not to be realizable based on the available evidence. At December 28, 2024, the Company is in a net deferred tax liability position of $91 which is included in other long-term liabilities in the Company's Consolidated Balance Sheets.
Beginning in 2022, the Tax Cuts and Jobs Act (the "TCJA") amended Section 174 to eliminate current year deductibility of research and experimentation ("R&E") expenditures and software development costs (collectively, "R&E expenditures") and instead requires taxpayers to charge their R&E expenditures to a capital account amortized over 5 years. For the 2024 and 2023 tax years, the Company capitalized $4,282 and $4,642 of research and development expenses respectively.
Tax Uncertainties
The Company accounts for uncertainty in income tax positions according to FASB guidance relating to uncertain tax positions. Unrecognized tax benefits, if recognized, would affect the Company's effective tax rate. There wereno significant interest or penalties accrued as of December 28, 2024 or December 30, 2023.
The following is a summary of the change in the Company's unrecognized tax benefits:
| 2024 | 2023 | |
|---|---|---|
| Balance at beginning of year | $555 | $518 |
| Additions based on tax positions taken during a current period | 5 | 37 |
| Balance at end of year | $560 | $555 |
The Company and its subsidiaries are subject to United States federal income taxes, as well as income taxes in a number of state jurisdictions. The tax years subsequent to 2020 remain open to examination for U.S. federal income taxes. The majority of state jurisdictions remain open for tax years subsequent to 2020. A few state jurisdictions remain open to examination for tax years subsequent to 2019.
NOTE 14 -COMMON STOCK AND EARNINGS (LOSS) PER SHARE
Common & Preferred Stock
The Company's charter authorizes 80,000,000 shares of Common Stock with a $3 par value per share and 16,000,000 shares of Class B Common Stock with a $3 par value per share. Holders of Class B Common Stock have the right totwenty votes per share on matters that are submitted to Shareholders for approval and to dividends in an amount not greater than dividends declared and paid on Common Stock. Class B Common Stock is restricted as to transferability and may be converted into Common Stock on aone share for one share basis. The Company's charter also authorizes 200,000,000 shares of Class C Common Stock, $3 par value per share, and 16,000,000 shares of Preferred Stock. No shares of Class C Common Stock or Preferred Stock have been issued.
Repurchases of Common Stock
On May 1, 2024, the Company's Board of Directors approved the repurchase of up to $2,800 of the Company's Common Stock. The repurchases were made pursuant to that authorization, and under a plan restructured to mee the requirements of Rule 10b-5-1 of the Securities and Exchange Act ("Plan"). The Company repurchased 676,071 shares under the Plan at a cost of $549 in 2024. The Plan was terminated on August 22, 2024. In addition, during fiscal 2024,56,817 shares were withheld from employees in lieu of cash payments for withholding taxes due for a total amount of $35 pursuant to the terms of the applicable incentive plans.
Earnings (Loss) Per Share
The Company's unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are considered participating securities and are included in the computation of earnings per share. The Company calculates basic and diluted earnings per common share using the two-class method. The accounting guidance requires disclosure of EPS for common stock and unvested share-based payment awards, separately disclosing distributed and undistributed earnings. Undistributed earnings represent earnings that were available for distribution but were not distributed.
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Common stock and unvested share-based payment awards earn dividends equally. All earnings were undistributed in all periods presented.
The following table sets forth the computation of basic and diluted earnings (loss) per share from continuing operations:
| 2024 | 2023 | |
|---|---|---|
| Basic earnings (loss) per share: | ||
| Loss from continuing operations | $(12,210) | $(1,952) |
| Less: Allocation of earnings to participating securities | — | — |
| Loss from continuing operations available to common shareholders - basic | $(12,210) | $(1,952) |
| Basic weighted-average shares outstanding (1) | 14,639 | 14,783 |
| Basic earnings (loss) per share - continuing operations | $(0.83) | $(0.13) |
| Diluted earnings (loss) per share: | ||
| Loss from continuing operations available to common shareholders - basic | $(12,210) | $(1,952) |
| Add: Undistributed earnings reallocated to unvested shareholders | — | — |
| Loss from continuing operations available to common shareholders - basic | $(12,210) | $(1,952) |
| Basic weighted-average shares outstanding (1) | 14,639 | 14,783 |
| Effect of dilutive securities: | ||
| Stock options (2) | — | — |
| Directors' stock performance units (2) | — | — |
| Diluted weighted-average shares outstanding (1)(2) | 14,639 | 14,783 |
| Diluted earnings (loss) per share - continuing operations | $(0.83) | $(0.13) |
(1)Includes Common and Class B Common shares, excluding 880 and 706 unvested participating securities, in thousands, for 2024 and 2023, respectively.
(2)Shares issuable under stock option plans where the exercise price is greater than the average market price of the Company's Common Stock during the relevant period and directors' stock performance units have been excluded to the extent they are anti-dilutive. Aggregate shares, in thousands, excluded were 474 in 2024 and 549 in 2023.
NOTE 15 -STOCK PLANS AND STOCK COMPENSATION EXPENSE
The Company recognizes compensation expense relating to share-based payments based on the fair value of the equity instrument issued and records such expense in selling and administrative expenses in the Company's Consolidated Statements of Operations. The Company's stock compensation expense was $494 in 2024 and $687 in 2023.
Omnibus Equity Incentive Plan
On May 4, 2022, the Company's shareholders' approved and adopted the Company's Omnibus Equity Incentive Plan (the "Omnibus Equity Incentive Plan" or the "2022 Plan") which provides for the issuance of a maximum of 1,300,000 shares of Common Stock and/or Class B Common Stock for the grant of options, and/or other stock-based or stock-denominated awards to employees, officers, directors and agents of the Company and its participating subsidiaries. There are 394,649 shares remaining under the 2022 Plan.
2016 Incentive Compensation Plan
On May 3, 2016, the Company's shareholders' approved and adopted the Company's 2016 Incentive Compensation Plan (the "2016 Incentive Compensation Plan") which provided for the issuance of a maximum of 800,000 shares of Common Stock and/or Class B Common Stock for the grant of options, and/or other stock-based or stock-denominated awards to employees, officers, directors, and agents of the Company and its participating subsidiaries. The 2016 Incentive Compensation Plan and the allocation of shares thereunder superseded and replaced The Dixie Group, Inc. Stock Awards Plan, as amended (the "2006 Plan") and the allocation of shares thereunder. Awards previously granted under the 2006 Plan continue to be governed by the terms of that plan and are not affected by its termination. On May 6, 2020, the board approved an amendment of the Company's 2016 Incentive Compensation Plan to increase the original number of shares by an additional 500,000. There are 224,351 shares remaining under the 2016 Incentive Plan due to forfeiture or cancellation of unvested awards outstanding under that plan.
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Restricted Stock Awards
Pursuant to the Company's Omnibus Equity Incentive Plan, the Company's practice has been to adopt an annual incentive plan which provides for the grant of restricted stock awards denominated as Long-Term Incentive Stock Awards and Career Share awards. Under the plan adopted for 2023, each executive officer has the opportunity to earn a Primary Long-Term Incentive Award of restricted stock and separately receive an award of restricted stock denominated as “Career Shares.” The number of shares issued, if any, is based on the market price of the Company’s Common Stock at the time of grant of the award, subject to a $5.00 per share minimum value. Primary Long-Term Incentive Awards vest over three years. For participants over age 60, Career Shares awards fully vest when the participant becomes (i) qualified to retire from the Company and (ii) has retained such sharestwo years following the grant date. For the participants under age 60, Career Shares vest ratably over five years beginning on the participant's 61st birthday.
Restricted stock activity for the two years ended are summarized as follows:
| Number of Shares | Weighted-Average Grant-Date Fair Value | |
|---|---|---|
| Outstanding at December 31, 2022 | 943,706 | $3.14 |
| Granted | 55,000 | 0.69 |
| Vested | (241,211) | 2.89 |
| Forfeited | (51,220) | 2.62 |
| Outstanding at December 30, 2023 | 706,275 | $3.07 |
| Granted | 443,537 | 0.60 |
| Vested | (237,557) | 2.41 |
| Forfeited | (31,812) | 1.92 |
| Outstanding at December 28, 2024 | 880,443 | $2.05 |
As of December 28, 2024, unrecognized compensation cost related to unvested restricted stock was $868. That cost is expected to be recognized over a weighted-average period of 7.0 years. The total fair value of shares vested was approximately $147 and $197 during 2024 and 2023, respectively.
Stock Performance Units
Prior to 2021, the Company's non-employee directors received an annual retainer of $18 in cash and $18 in value of Stock Performance Units (subject to a $5.00 minimum per unit). If market value at the date of the grants was above $5.00 per share; there was no reduction in the number of units issued. However, if the market value at the date of the grants was below $5.00, units would be reduced to reflect the $5.00 per share minimum. Upon retirement, the Company will issue the number of shares of Common Stock equivalent to the number of Stock Performance Units held by non-employee directors at that time. As of December 28, 2024, there were 92,819 Stock Performance Units were outstanding under this plan. As of December 28, 2024, there was no unrecognized compensation cost related to Stock Performance Units.
Stock Options
Options granted under the Company's Omnibus Equity Incentive Plan were exercisable for periods determined at the time the awards are granted. Effective 2009, the Company established a $5.00 minimum price for calculating the number of options to be granted.
On May 25, 2023, the Company granted 444,000 options with a market condition to certain key employees of the Company at a weighted-average exercise price of $1.00. The grant-date fair value of these options was $186. These options vest over atwo-year period and require the Company's stock to trade at or above $3.00 forfive consecutive trading days during the term of the option to meet the market condition.
The fair value of each option was estimated on the date of grant using a lattice model. Expected volatility was based on historical volatility of the Company's stock, using the most recent period equal to the expected life of the options. The risk-free interest rate was based on the U.S. Treasury yield for a term equal to the expected life of the option at the time of grant. The Company used historical exercise behavior data of similar employee groups to determine the expected lives of options.
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The following weighted-average assumptions were used to estimate the fair value of stock options granted during the years ended 2024 and 2023.
| 2024 | 2023 | |
|---|---|---|
| Risk-free interest rate | —% | 3.80% |
| Expected volatility | —% | 97.96% |
| Expected dividends | —% | —% |
| Expected life of options | 0 years | 5 years |
Option activity for the two years ended is summarized as follows:
| Number of Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life (in years) | Weighted-Average Fair Value of Options Granted During the Year | |
|---|---|---|---|---|
| Outstanding at December 31, 2022 | — | $— | 0.00 | $— |
| Granted | 444,000 | 1.00 | — | 0.42 |
| Expired | (25,000) | 1.00 | — | — |
| Outstanding at December 30, 2023 | 419,000 | 1.00 | 4.40 | — |
| Granted | — | — | — | — |
| Forfeited | (38,000) | 1.00 | — | — |
| Outstanding at December 28, 2024 | 381,000 | $1.00 | 3.40 | $— |
| Options exercisable at December 28, 2024 | — | $— | — | $— |
At December 28, 2024, there wasno intrinsic value of outstanding stock options andno intrinsic value of exercisable stock options. At December 28, 2024, there was $32 unrecognized compensation expense related to unvested stock options and is expected to be recognized over a weighted-average period of 0.4 years.
NOTE 16 -ACCUMULATED OTHER COMPREHENSIVE INCOME
Components of accumulated other comprehensive income, net of tax, are as follows:
| Post-Retirement Liabilities | Total | |
|---|---|---|
| Balance at December 31, 2022 | $219 | $219 |
| Unrecognized net actuarial gain on postretirement benefit plans, net of tax of $0 | 75 | 75 |
| Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $0 | (26) | (26) |
| Balance at December 30, 2023 | $268 | $268 |
| Unrecognized net actuarial gain on postretirement benefit plans, net of tax of $0 | 52 | 52 |
| Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $0 | (34) | (34) |
| Balance at December 28, 2024 | $286 | $286 |
NOTE 17 -COMMITMENTS AND CONTINGENCIES
Commitments
The Company had purchase commitments of $371 at December 28, 2024, primarily related to machinery and equipment. The Company enters into fixed-price contracts with suppliers to purchase natural gas to support certain manufacturing processes. The Company had contract purchases of $743 in 2024 and $441 in 2023. At December 28, 2024, the Company has commitments to purchase natural gas of $717 for 2025 and $124 for 2026.
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Contingencies
The Company assesses its exposure related to legal matters, including those pertaining to product liability, safety and health matters and other items that arise in the regular course of its business. If the Company determines that it is probable a loss has been incurred, the amount of the loss, or an amount within the range of loss, that can be reasonably estimated will be recorded. The Company does not accrue for legal costs relating to loss contingencies. The Company has not identified any legal matters that could have a material adverse effect on its consolidated results of operations, financial position or cash flows.
Environmental Remediation
The Company accrues for losses associated with environmental remediation obligations when such losses are probable and estimable. Remediation obligations are accrued based on the latest available information and are recorded at undiscounted amounts. The Company regularly monitors the progress of environmental remediation. If studies indicate that the cost of remediation has changed from the previous estimate, an adjustment to the liability would be recorded in the period in which such determination is made. (See Note 20).
The Company has been sued together with 15 other defendants in a civil action filed January 22, 2024, in the Superior Court of Gordon County Georgia. The case is styled: Moss Land Company, LLC and Revocable Living Trust of William Darryl Edwards, by and through William Darryl Edwards, Trustee vs. City of Calhoun et al. Civil Action Number 24CV73929. The plaintiffs are two landowners located in Gordon County Georgia. The relief sought is compensation for alleged damages to the plaintiffs’ real property, an injunction from alleged further damage to their property and abatement of alleged nuisance related to the presence of PFAS and related chemicals on their property. The Plaintiffs allege that such chemicals have been deposited on their property by the City of Calhoun as a byproduct of treating water containing such chemicals used by manufacturing operations in and around Calhoun Georgia. The defendants include the City of Calhoun Georgia, several other carpet manufacturers, and certain manufacturers and sellers of chemicals containing PFAS. No specific amount of damages has been demanded. The Company has denied liability and is vigorously defending the matter.
On March 1, 2024, the City of Calhoun Georgia served an answer and crossclaim for Damages and injunctive relief in the pending matter styled: In re: Moss Land Company, LLC and Revocable living Trust of William Darryl Edwards by and through William Darryl Edwards, Trustee v. The Dixie Group, Inc. In the Superior Court of Gordon County Georgia, case Number: 24CV73929. In its Answer and Crossclaim defendant Calhoun sues The Dixie Group, Inc. and other named carpet manufacturing defendants for unspecified monetary damages and other injunctive relief based on injury claimed to have resulted from defendant’s use and disposal of chemical wastewater containing PFAS chemicals. The Company has filed an answer denying liability and is vigorously defending the matter.
On May 7, 2024, the Company was sued, together with 15 other named defendants, in a matter styled William Hartwell Brooks, et al v the City of Calhoun Georgia, In the Superior Court of Gordon County Georgia, civil action number 24CV74289. The case seeks unspecified monetary and other damages alleged to have been suffered by plaintiffs as landowners by the discharge of PFAS chemicals in proximity to or directly adjacent to their properties. The Company has filed an answer denying liability and is vigorously defending the matter.
On February 14, 2025, the Company was sued along with 15 other named defendants in a matter styled: Stephens v the Dixie Group, Inc. et al. In the Superior Court of Gordon County, Georgia, case no 25CV7507. The case seeks unspecified monetary and other damages alleged to have been suffered by plaintiffs as landowners by the discharge of PFOA, PFOS and related chemicals in proximity to or directly adjacent to their property. The Company intends to file an answer to the complaint, denying liability, and to vigorously defend the matter.
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NOTE 18 -OTHER (INCOME) EXPENSE, NET
Other operating (income) expense, net is summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Other operating (income) expense, net: | ||
| Lease income | $(1,879) | $(705) |
| Lease expense | 1,992 | — |
| Insurance proceeds | (161) | (616) |
| Loss on property, plant and equipment disposals | (24) | 2 |
| Gain on sale of building | — | (8,198) |
| Loss on currency exchanges | 136 | 36 |
| Retirement expenses | 148 | 195 |
| Miscellaneous (income) expense | (12) | 114 |
| Other operating (income) expense, net | $200 | $(9,172) |
Beginning in fiscal 2024, the Company began to allocate direct expenses associated with the leases to lease expenses in other operating (income) expense. The 2023 insurance proceeds includes reimbursement for claims filed for building flood in 2023 and cyber event from 2021.
Other income, net is summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Other income, net: | ||
| Gain on extinguishment of debt, net | $— | $(419) |
| Miscellaneous income | (7) | (12) |
| Other income, net | $(7) | $(431) |
NOTE 19 -FACILITY CONSOLIDATION AND SEVERANCE EXPENSES, NET
2022 Consolidation of East Coast Manufacturing Plan
During 2022, the Company implemented a plan to consolidate its East Coast manufacturing in order to reduce its manufacturing costs. Under this plan, the Company will consolidate its East Coast tufting operations into one plant in North Georgia and relocate the distribution of luxury vinyl flooring from its Saraland, Alabama facility to its Atmore, Alabama facility. Costs for the plan will include machinery and equipment relocation, inventory relocation, staff reductions and unabsorbed fixed costs during conversion of the Atmore facility. Costs related to the facility consolidation plan is summarized as follows:
| Accrued Balance at December 30, 2023 | 2024 Expenses (1) | 2024 Cash Payments | Accrued Balance at December 28, 2024 | Total Costs Incurred to Date | Total Expected Costs | |
|---|---|---|---|---|---|---|
| Consolidation of East Coast Manufacturing Plan | $36 | $418 | $454 | $— | $8,133 | $8,460 |
| Asset Impairments/Non-cash items | $— | $909 | $— | $— | $2,626 | $2,912 |
| Accrued Balance at December 31, 2022 · 2023 Expenses (1) · 2023 Cash Payments · Accrued Balance at December 30, 2023 | ||||||
| Consolidation of East Coast Manufacturing Plan | $1,011 | $2,886 | $3,861 | $36 | ||
| Asset Impairments/Non-cash items | $— | $981 | $— | $— | ||
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(1)Costs incurred under these plans are classified as "facility consolidation and severance expenses, net" in the Company's Consolidated Statements of Operations.
NOTE 20 -DISCONTINUED OPERATIONS
The Company has either sold or discontinued certain operations that are accounted for as "Discontinued Operations" under applicable accounting guidance. Discontinued operations are summarized as follows:
| 2024 | 2023 | |
|---|---|---|
| Workers' compensation costs from former textile operations | $(94) | $(87) |
| Environmental remediation costs from former textile operations | — | (49) |
| Commercial business operations | (696) | (718) |
| Loss from discontinued operations, before taxes | $(790) | $(854) |
| Income tax benefit | — | (88) |
| Loss from discontinued operations, net of tax | $(790) | $(766) |
Workers' compensation costs from former textile operations
Undiscounted reserves are maintained for the self-insured workers' compensation obligations related to the Company's former textile operations. These reserves are administered by a third-party workers' compensation service provider under the supervision of Company personnel. Such reserves are reassessed on a quarterly basis. Pre-tax cost incurred for workers' compensation as a component of discontinued operations primarily represents a change in estimate for each period from unanticipated medical costs associated with the Company's obligations.
Environmental remediation costs from former textile operations
Reserves for environmental remediation obligations are established on an undiscounted basis. The Company has an accrual for environmental remediation obligations related to discontinued operations of $2,174 as of December 28, 2024 and $2,205 as of December 30, 2023. The liability established represents the Company's best estimate of possible loss and is the reasonable amount to which there is any meaningful degree of certainty given the periods of estimated remediation and the dollars applicable to such remediation for those periods. The actual timeline to remediate, and thus, the ultimate cost to complete such remediation through these remediation efforts, may differ significantly from the Company's estimates. Pre-tax cost for environmental remediation obligations classified asdiscontinued operations were primarily a result of specific events requiring action and additional expense in each period.
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Commercial business operations
In accordance with the Asset Purchase Agreement dated September 13, 2021, the Company sold assets that include certain inventory, certain items of machinery and equipment used exclusively in the Commercial Business, and related intellectual property. Additionally, the Company agreed not to compete with the specified commercial business and the Atlas|Masland markets for a period offive years following September 13, 2021. The agreement allowed for the Company to sell the commercial inventory retained by the company after the divestiture.
The Company reclassified the following assets and liabilities for discontinued operations in the accompanying Consolidated Balance Sheets:
| 2024 | 2023 | |
|---|---|---|
| Current Assets of Discontinued Operations: | ||
| Receivables, net | $— | $158 |
| Inventories, net | — | 107 |
| Current Assets Held for Discontinued Operations | $— | $265 |
| Long Term Assets of Discontinued Operations: | ||
| Property, plant and equipment, net | $— | $176 |
| Other assets | 1,064 | 1,138 |
| Long Term Assets Held for Discontinued Operations | $1,064 | $1,314 |
| Current Liabilities of Discontinued Operations: | ||
| Accounts payable | $121 | $128 |
| Accrued expenses | 1,035 | 1,009 |
| Current Liabilities Held for Discontinued Operations | $1,156 | $1,137 |
| Long Term Liabilities of Discontinued Operations: | ||
| Other long term liabilities | $3,398 | $3,536 |
| Long Term Liabilities Held for Discontinued Operations | $3,398 | $3,536 |
For the twelve months ended December 28, 2024 and December 30, 2023, the Company reclassified the following operations of the Commercial business included in discontinued operations in the accompanying Consolidated Statements of Operations:
| 2024 | 2023 | |
|---|---|---|
| Net sales | $— | $199 |
| Cost of sales | 554 | 624 |
| Gross profit (loss) | (554) | (425) |
| Selling and administrative expenses | (34) | 178 |
| Other operating expense, net | 176 | 115 |
| Loss from discontinued Commercial business before taxes | $(696) | $(718) |
NOTE 21 -SEGMENT REPORTING
Based on applicable accounting standards, the Company has determined that it hasone reportable segment, Floorcovering. The Floorcovering segment derives revenues from customers through the sale of residential floorcovering products which include broadloom carpet, rugs, luxury vinyl flooring andengineered hardwood. These products are sold into the designer, retailer, mass merchant and builder markets. The Company derives revenues primarily in the United States and Canada and manages the business activities on a consolidated basis. No customer accounted for more than 10% of net sales in 2024 or 2023, nor did the Company make a significant amount of sales to foreign countries outside of Canada during 2024 or 2023.
The accounting policies of the Floorcovering segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker ("CODM"), which is the Company's Chief Executive Officer, assesses performance
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The following table outlines information about the reported segment including net sales, significant segment expenses, and segment operating income (loss) for fiscal years 2024 and 2023.
| Floorcovering | ||
|---|---|---|
| 2024 | 2023 | |
| Net sales | $265,026 | $276,343 |
| Less: significant segment expenses (1) | ||
| Cost of sales | 199,515 | 202,464 |
| Selling expenses | 50,508 | 52,176 |
| Administrative expenses | 19,342 | 21,960 |
| Segment operating income (loss) | (4,339) | (257) |
| Reconciliation of segment operating income (loss) to operating income (loss) | ||
| Other operating income (expense), net | 200 | (9,172) |
| Facility consolidation and severance expenses, net | 1,327 | 3,867 |
| Operating income (loss) | $(5,866) | $5,048 |
(1)Significant segment expense categories and amounts align with information that is regularly provided to the CODM, included in the measure of segment profit, and considered to be significant. Amounts include the allocation of corporate overhead.
Geographical Disclosures
| 2024 | 2023 | |
|---|---|---|
| Geographic net sales: | ||
| United States | $261,729 | $273,032 |
| Canada | 2,438 | 2,554 |
| Other | 859 | 757 |
| Total | $265,026 | $276,343 |
| Long-lived assets: (1) | ||
| United States | $59,115 | $60,330 |
| Other | — | — |
| Total | $59,115 | $60,330 |
(1) Long-lived assets are comprised of property, plant and equipment - net and operating lease right-of-use assets.
NOTE 22 -SUBSEQUENT EVENT
On February 25, 2025, the Company entered into a new $75,000 revolving credit agreement with MidCap Financial IV Trust, as agent, and lenders from time-to-time party thereto (collectively, “MidCap”). At close, proceeds from the credit facility were used to retire the Company’s existing revolving credit facility with Fifth Third Bank National Association (“Fifth Third”), as well as to post cash collateral to Fifth Third for the Company’s ongoing contingent letter of credit obligations issued by Fifth Third and to pay certain debt issuance costs, including fees to MidCap and legal and other expenses directly associated with the financing transaction. The credit agreement is secured by a security interest on all accounts receivable, inventory, and other assets other than certain excluded assets, including a deed to secure debt lien on the Company’s Calhoun and Chatsworth, Georgia facilities.
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The Company’s borrowing capacity is based on certain percentages of values/sub-limits of the accounts receivable, inventory, and other assets (including the real properties serving as collateral for the loan). As of February 25, 2025, the unused borrowing availability under the MidCap revolving credit facility was $8,113 which is subject to a $6,000 minimum excess availability requirement. The revolving credit facility requires a lockbox arrangement, which provides for all cash receipts to be swept daily to reduce the balance outstanding. This arrangement, combined with the existence of a “subjective acceleration clause” (as defined by U.S. GAAP) in the revolving credit facility, requires the balance on the revolving credit facility to be classified as a current liability. The “subjective acceleration clause” allows the lender to declare an event of default if there is a material adverse change in the Company's business or financial condition. Upon the occurrence of an event of default, the lender may, among other things, declare all obligations payable in full.
Advances under the revolving credit facility bear interest at annual rates equal to SOFR (plus a 0.11448% SOFR adjustment) for a 1 month period, as defined with a floor of 1.00% or published SOFR, plus an applicable margin ranging between 3.75% and 4.25%. The applicable margin is determined based on the revolving loan availability percentage under the revolving credit facility with margins increasing as availability decreases. The Company is subject to a minimum excess availability covenant that is based upon a fixed charge coverage ratio and must be above a 1.10 to 1.00 ratio. The Company is subject to a monthly rolling minimum EBITDA requirement if availability is under 20% of the loan. The credit agreement is subject to customary terms and conditions and annual administrative and unused line fees with pricing varying based on excess availability. The agreement matures on February 25, 2028. The previous outstanding letters of credit now require a restricted cash deposit to serve as collateral for our self-insured workers' compensation program, a lease on one of our facilities and an electricity deposit.
Effective February 25, 2025, and simultaneous with closing the MidCap agreement, the Company’s existing revolving credit facility with Fifth Third was terminated in accordance with its terms.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.