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Long-term Debt
9 Months Ended
Jun. 30, 2016
Debt Disclosure [Abstract]  
Long-term Debt

4. Long-term Debt

A summary of long-term debt is as follows (in thousands, except percentages):

 

     June 30,
2016
Interest Rate
    June 30,
2016
     September 30,
2015
 

ABE South Dakota:

       

Senior debt principal - variable

     3.94 %    $ 29,000       $ 29,000   

Restructuring fee

     N/A        —           3,024   

Deferred financing costs

     N/A        (386 )       —     

Additional carrying value of restructured debt

     N/A        —           630   
    

 

 

    

 

 

 

Total outstanding

       28,614         32,654   
 

 

 

    

 

 

 

Additional carrying value of restructured debt

     N/A        —           (630 ) 
    

 

 

    

 

 

 

Stated principal

     $ 28,614       $ 32,024   
 

 

 

    

 

 

 

The estimated maturities of debt are as follows (in thousands):

 

Due By June 30:

   Senior Debt
Principal
     Deferred
Financing Costs
     Total  

2017

   $ 4,000       $ (86 )     $ 3,914   

2018

     4,000         (86 )       3,914   

2019

     4,000         (86 )       3,914   

2020

     4,000         (86 )       3,914   

2021

     13,000         (42 )       12,958   
  

 

 

    

 

 

    

 

 

 

Total debt

   $ 29,000       $ (386 )     $ 28,614   
  

 

 

    

 

 

    

 

 

 

2010 Senior Credit Agreement for the South Dakota Plants

ABE South Dakota entered into an Amended and Restated Senior Credit Agreement (the “2010 Senior Credit Agreement”), effective as of June 18, 2010, and amended on December 9, 2011, which was accounted for under troubled debt restructuring rules. The 2010 Senior Credit Agreement was executed among ABE South Dakota, the lenders from time to time party thereto, and an Administrative Agent and Collateral Agent. The 2010 Senior Credit Agreement converted the outstanding principal amount of the loans and certain other amounts under interest rate protection agreements to a senior term loan. The interest accrued on outstanding term and working capital loans under the previous credit agreement were reduced to zero. ABE South Dakota agreed to pay a $3.0 million restructuring fee to the lender due at the earlier of March 31, 2016 and the date on which the loans were repaid in full. ABE South Dakota recorded the restructuring fee as non-interest bearing debt on its consolidated balance sheets. See “Additional Carrying Value of Restructured Debt” below.

In December 2015, ABE South Dakota refinanced the 2010 Senior Credit Agreement. In connection with closing, ABE South Dakota paid in full all amounts outstanding under the 2010 Senior Credit Agreement, including $29.0 million of principal, accrued interest, the $3.0 restructuring fee, and the waiver fee of $68,750, and all security interests of the prior lenders were extinguished.

Additional Carrying Value of Restructured Debt

Since the future maximum undiscounted cash payments on the 2010 Senior Credit Agreement (including principal, interest and the restructuring fee) exceeded the adjusted carrying value at the time of the June 2010 restructuring, no gain for the forgiven interest was recorded, the carrying value was not adjusted and the modification of terms was accounted for on a prospective basis, via a new effective interest calculation, amortized over the life of the note, offsetting interest expense.

As a result of debt pre-payments made during the nine months ended June 30, 2015 and the final payoff of the 2010 Senior Credit Agreement in December 2015, the carrying value of the debt exceeded the scheduled principal and interest payments remaining over the term of the loan. As a result, gains of $0.3 million were recognized in each of the nine months ended June 30, 2016 and 2015, respectively.

2015 Senior Credit Agreement for the South Dakota Plants

On December 29, 2015, ABE South Dakota entered into a Master Credit Agreement (“2015 Credit Agreement”) with AgCountry Farm Credit Services, PCA as lender, (“AgCountry”) to refinance its existing 2010 Senior Credit Agreement. On December 29, 2015, the Company also entered into (i) a First Supplement to the 2015 Credit Agreement covering a $10.0 million Revolving Term Facility and (ii) a Second Supplemental covering a $20.0 million Term Loan. The transaction funded on December 30, 2015.

The $20.0 million Term Loan has a variable interest rate (“Variable Rate”) equal to the one-month LIBOR rate plus a “Margin” of 350 basis points. The applicable LIBOR interest rate at June 30, 2016 was 0.44%. Beginning April 1, 2016, the Company made its first quarterly principal payment of $1.0 million, plus accrued interest, on the Term Loan. The Term Loan will be fully amortized over five years with the final payment on January 1, 2021. The Company may elect one or more fixed or adjustable interest rates, rather than the Variable Rate, based on AgCountry’s cost of funds at the time of the election, plus the Margin. Any election must apply to $1.0 million or more owing on the Term Loan. At June 30, 2016, the balance of the Term Loan was $19.0 million.

The $10.0 Revolving Term Facility also has a Variable Rate equal to the one-month LIBOR rate plus an initial Margin of 350 basis points. Borrowings under the Revolving Term Facility may be advanced, repaid and re-borrowed during the term. The Company is required to make quarterly interest payments on the Revolving Term Facility, with the full principal amount outstanding due on January 1, 2021. Under the Revolving Term Facility, the Company is required to pay unused commitment fees of 50 basis points. At June 30, 2016, the balance of the Revolving Term Facility was $10.0 million.

The Margin will (i) decrease to 3.25% when the aggregate principal balance of all outstanding loans and the unfunded commitment level is $20.0 million or less, and (ii) decrease to 3.00% when this amount is $15.0 million or less.

ABE South Dakota, LLC also entered into a Security Agreement with AgCountry under which borrowings under the 2015 Credit Agreement are secured by substantially all of ABE South Dakota’s assets. AgCountry holds a first priority security interest and mortgage in all inventory, accounts receivable, intangibles, equipment, fixtures, buildings, and a first mortgage in land owned or leased by ABE South Dakota.

 

The 2015 Credit Agreement also includes customary financial and non-financial covenants that limit capital expenditures, distributions and debt and require minimum working capital, owner’s equity, debt to EBITDA, and fixed charge coverage ratios.

ABE Letter of Credit

The Company has a $1.5 million irrevocable and non-transferable standby letter of credit related to a rail car sublease. This letter of credit is collateralized by $1.5 million of cash in a restricted account; the cash in this account has been classified as restricted cash.