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LONG-TERM DEBT
12 Months Ended
Dec. 31, 2015
LONG-TERM DEBT.  
LONG-TERM DEBT

5.     LONG-TERM DEBT

        At December 31, 2015 and 2014, the balance of long-term debt outstanding was as follows (in thousands):

                                                                                                                                                                                    

 

 

2015

 

2014

 

First mortgage bonds (EDE):

 

 

 

 

 

 

 

7.20% Series due 2016

 

$

25,000

 

$

25,000

 

6.375% Series due 2018(1)

 

 

90,000

 

 

90,000

 

4.65% Series due 2020(1)

 

 

100,000

 

 

100,000

 

3.58% Series due 2027(1)

 

 

88,000

 

 

88,000

 

3.59% Series due 2030(1)

 

 

60,000

 

 

 

3.73% Series due 2033(1)

 

 

30,000

 

 

30,000

 

5.875% Series due 2037(1)

 

 

80,000

 

 

80,000

 

5.20% Series due 2040(1)

 

 

50,000

 

 

50,000

 

4.32% Series due 2043(1)

 

 

120,000

 

 

120,000

 

4.27% Series due 2044(1)

 

 

60,000

 

 

60,000

 

First mortgage bonds (EDG):

 

 

 

 

 

 

 

6.82% Series due 2036(1)

 

 

55,000

 

 

55,000

 

​  

​  

​  

​  

 

 

 

758,000

 

 

698,000

 

Senior Notes, 6.70% Series due 2033(1)

 

 

62,000

 

 

62,000

 

Senior Notes, 5.80% Series due 2035(1)

 

 

40,000

 

 

40,000

 

Capital lease obligations

 

 

3,890

 

 

4,167

 

Less unamortized net discount

 

 

(633

)

 

(686

)

​  

​  

​  

​  

 

 

 

863,257

 

 

803,481

 

Less current obligations of long-term debt

 

 

(25,000

)

 

 

Less current obligations under capital lease

 

 

(310

)

 

(292

)

​  

​  

​  

​  

TOTAL LONG-TERM DEBT

 

$

837,947

 

$

803,189

 

​  

​  

​  

​  

​  

​  

​  

​  


 

(1)We may redeem some or all of the notes at any time at 100% of their principal amount, plus a make-whole premium, plus accrued and unpaid interest to the redemption date.

Debt Financing Activities

        On June 11, 2015, we entered into a Bond Purchase Agreement for a private placement of $60.0 million of 3.59% First Mortgage Bonds due 2030. A delayed settlement occurred on August 20, 2015. Interest is payable semi-annually on the bonds on each February 20 and August 20, commencing February 20, 2016. The bonds are prepayable at our option at any time prior to maturity, at par plus a make whole premium, together with accrued and unpaid interest, if any, to the prepayment date. The proceeds from the sale of the bonds were used to refinance existing short-term indebtedness and for general corporate purposes. The bonds have not been and will not be registered under the Securities Act of 1933, as amended. The bonds were issued under the EDE Mortgage.

        On October 15, 2014, we entered into a Bond Purchase Agreement for a private placement of $60.0 million of 4.27% First Mortgage Bonds due December 1, 2044. A delayed settlement occurred on December 1, 2014. Interest is payable semi-annually on the bonds on each December 1 and June 1, commencing June 1, 2015. The bonds may be redeemed at our option, at any time prior to maturity, at par plus a make whole premium, together with accrued and unpaid interest, if any, to the redemption date. The proceeds from the sale of the bonds were used to refinance existing short-term indebtedness and for general corporate purposes. The bonds have not been, and will not be, registered under the Securities Act of 1933, as amended. The bonds were issued under the EDE Mortgage.

Shelf Registration

        We have a $200 million shelf registration statement with the SEC that is effective for three years from December 13, 2013. See Note 4.

EDE Mortgage Indenture

        Substantially all of the property, plant and equipment of The Empire District Electric Company (but not its subsidiaries) is subject to the lien of the EDE Mortgage. Restrictions in the EDE mortgage bond indenture could affect our liquidity. The principal amount of all series of first mortgage bonds outstanding at any one time under the Indenture of Mortgage and Deed of Trust of The Empire District Electric Company (EDE Mortgage) is limited by terms of the mortgage to $1.0 billion. Based on the $1.0 billion limit, and our current level of outstanding first mortgage bonds, we are limited to the issuance of $297 million of new first mortgage bonds. The EDE Mortgage contains a requirement that for new first mortgage bonds to be issued, our net earnings (as defined in the EDE Mortgage) for any twelve consecutive months within the fifteen months preceding issuance must be two times the annual interest requirements (as defined in the EDE Mortgage) on all first mortgage bonds then outstanding and on the prospective issue of new first mortgage bonds. In addition to the interest coverage requirement, the EDE Mortgage provides that new bonds must be issued against, among other things, retired bonds or 60% of net property additions. The annual interest coverage requirement and retired bonds or 60% of net property additions test would permit the issuance of more than $297.0 million of first mortgage bonds; however, as discussed above, we are otherwise limited to the issuance of no more than $297.0 million of new first mortgage bonds. As of December 31, 2015, we are in compliance with all restrictive covenants of the EDE Mortgage.

EDG Mortgage Indenture

        The principal amount of all series of first mortgage bonds outstanding at any one time under the Indenture of Mortgage and Deed of Trust of The Empire District Gas Company (EDG Mortgage) is limited by terms of the mortgage to $300.0 million. Substantially all of the property, plant and equipment of The Empire District Gas Company is subject to the lien of the EDG Mortgage. The EDG Mortgage contains a requirement that for new first mortgage bonds to be issued, the amount of such new first mortgage bonds shall not exceed 75% of the cost of property additions acquired after the date of the Missouri Gas acquisition. The mortgage also contains a limitation on the issuance by EDG of debt (including first mortgage bonds, but excluding short-term debt incurred in the ordinary course under working capital facilities) unless, after giving effect to such issuance, EDG's ratio of EBITDA (defined as net income plus interest, taxes, depreciation, amortization and certain other non-cash charges) to interest charges for the most recent four fiscal quarters is at least 2.0 to 1.0. As of December 31, 2015, this test would allow us to issue approximately $19.5 million principal amount of new first mortgage bonds at an assumed interest rate of 5.5%. As of December 31, 2015, we are in compliance with all restrictive covenants of the EDG Mortgage.

        Our long-term debt obligations over the next five years are as follows (in thousands):

                                                                                                                                                                                    

 

 

Payments Due By Period

 

Long-Term Debt Payout Schedule
(Excluding Unamortized Discount)
(in thousands)

 

Total

 

Regulated
Entity Debt
Obligations

 

Capital Lease
Obligations

 

2016

 

$

25,310 

 

$

25,000 

 

$

310 

 

2017

 

 

329 

 

 

 

 

329 

 

2018

 

 

90,351 

 

 

90,000 

 

 

351 

 

2019

 

 

375 

 

 

 

 

375 

 

2020

 

 

100,396 

 

 

100,000 

 

 

396 

 

Thereafter

 

 

647,129 

 

 

645,000 

 

 

2,129 

 

​  

​  

​  

​  

​  

​  

Total long-term debt obligations

 

 

863,890 

 

$

860,000 

 

$

3,890 

 

​  

​  

​  

​  

​  

​  

​  

​  

Less current obligations and unamortized discount

 

 

25,943 

 

 

 

 

 

 

 

​  

​  

TOTAL LONG-TERM DEBT

 

$

837,947 

 

 

 

 

 

 

 

​  

​  

​  

​