XML 30 R18.htm IDEA: XBRL DOCUMENT
v3.20.2

Note 10 - Short-term and Long-term Borrowings | 6 Months Ended
--- | ---
Jun. 30, 2020
Notes to Financial Statements |
Debt Disclosure [Text Block] | 10. Short-Term and Long-Term Borrowings The following table presents the status of the Company’s lines of credit as of June 30, 2020 and December 31, 2019:
(in thousands) |  | Line Limit |  |  | In Use on June 30, 2020 |  |  | Restricted due to Outstanding Letters of Credit |  |  | Available on June 30, 2020 |  |  | Available on December 31, 2019 |
Otter Tail Corporation Credit Agreement |  | $ | 170,000 |  |  | $ | 41,239 |  |  | $ | - |  |  | $ | 128,761 |  |  | $ | 164,000 |
OTP Credit Agreement |  |  | 170,000 |  |  |  | - |  |  |  | 7,670 |  |  |  | 162,330 |  |  |  | 154,524 |
Total |  | $ | 340,000 |  |  | $ | 41,239 |  |  | $ | 7,670 |  |  | $ | 291,091 |  |  | $ | 318,524 |
Long-Term Debt Issuances 201 9 Note Purchase Agreement On September 12, 2019, OTP entered into a Note Purchase Agreement (the 2019 Note Purchase Agreement) with the purchasers named therein (the Purchasers), pursuant to which OTP agreed to issue to the Purchasers, in a private placement transaction, $175 million aggregate principal amount of OTP’s senior unsecured notes consisting of (a) $10,000,000 aggregate principal amount of its 3.07% Series 2019A Senior Unsecured Notes due October 10, 2029 (the Series 2019A Notes), (b) $26,000,000 aggregate principal amount of its 3.52% Series 2019B Senior Unsecured Notes due October 10, 2039 (the Series 2019B Notes), (c) $64,000,000 aggregate principal amount of its 3.82% Series 2019C Senior Unsecured Notes due October 10, 2049 (the Series 2019C Notes), (d) $10,000,000 aggregate principal amount of its 3.22% Series 2020A Senior Unsecured Notes due February 25, 2030 (the Series 2020A Notes), (e) $40,000,000 aggregate principal amount of its 3.22% Series 2020B Senior Unsecured Notes due August 20, 2030 (the Series 2020B Notes), (f) $10,000,000 aggregate principal amount of its 3.62% Series 2020C Senior Unsecured Notes due February 25, 2040 (the Series 2020C Notes) and (g) $15,000,000 aggregate principal amount of its 3.92% Series 2020D Senior Unsecured Notes due February 25, 2050 (the Series 2020D Notes; and together with the Series 2019A Notes, the Series 2019B Notes, the Series 2019C Notes, the Series 2020A Notes, the Series 2020B Notes and the Series 2020C Notes, the Notes). On February 25, 2020, OTP issued the Series 2020A Notes, the Series 2020C Notes and the Series 2020D Notes pursuant to the 2019 Note Purchase Agreement. OTP used the $35 million proceeds from the issuance to pay for capital expenditures and for other corporate purposes. The Series 2019A Notes, Series 2019B Notes and Series 2019C Notes were issued by the Company on October 10, 2019. The remaining unissued notes of the Note Purchase Agreement, Series 2020B, are expected to be issued on August 20, 2020, subject to the satisfaction of certain customary conditions to closing. OTP may prepay all or any part of the Notes (in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment) at 100% of the principal amount so prepaid, together with unpaid accrued interest and a make-whole amount; provided that if no default or event of default exists under the 2019 Note Purchase Agreement, any prepayment made by OTP of all of the (a) Series 2020A Notes then outstanding on or after August 25, 2029, (b) Series 2020C Notes then outstanding on or after August 25, 2039 or (c) Series 2020D Notes then outstanding on or after August 25, 2049 will be made without any make-whole amount. The 2019 Note Purchase Agreement also requires OTP to offer to prepay all outstanding Notes at 100% of the principal amount together with unpaid accrued interest in the event of a Change of Control (as defined in the 2019 Note Purchase Agreement) of OTP. The 2019 Note Purchase Agreement contains a number of restrictions on the business of OTP. These include restrictions on OTP’s abilities to merge, sell assets, create or incur liens on assets, guarantee the obligations of any other party, and engage in transactions with related parties. The 2019 Note Purchase Agreement also contains other negative covenants and events of default, as well as certain financial covenants. Specifically, OTP may not permit its Interest-bearing Debt (as defined in the 2019 Note Purchase Agreement) to exceed 60% of Total Capitalization (as defined in the 2019 Note Purchase Agreement), determined as of the end of each fiscal quarter. OTP is also restricted from allowing its Priority Indebtedness (as defined in the Note Purchase Agreement) to exceed 20% of Total Capitalization, determined as of the end of each fiscal quarter. The 2019 Note Purchase Agreement does not include provisions for the termination of the agreement or the acceleration of repayment of amounts outstanding due to changes in OTP’s credit ratings. The 2019 Note Purchase Agreement includes a “most favored lender” provision generally requiring that in the event OTP’s existing credit agreement or any renewal, extension or replacement thereof, at any time contains any financial covenant or other provision providing for limitations on interest expense and such a covenant is not contained in the 2019 Note Purchase Agreement under substantially similar terms or would be more beneficial to the holders of the Notes than any analogous provision contained in the 2019 Note Purchase Agreement (an Additional Covenant), then unless waived by the Required Holders (as defined in the 2019 Note Purchase Agreement), the Additional Covenant will be deemed to be incorporated into the 2019 Note Purchase Agreement. The 2019 Note Purchase Agreement also provides for the amendment, modification or deletion of an Additional Covenant if such Additional Covenant is amended or modified under or deleted from the credit agreement, provided that no default or event of default has occurred and is continuing. The following tables provide a breakdown of the assignment of the Company’s consolidated short-term and long-term debt outstanding as of June 30, 2020 and December 31, 2019:
June 30, 20 20 (in thousands) |  | OTP |  |  | Otter Tail Corporation |  |  | Consolidated |
Short-Term Debt |  | $ | - |  |  | $ | 41,239 |  |  | $ | 41,239 |
Long-Term Debt: |  |  |  |  |  |  |  |  |  |  |  |
3.55% Guaranteed Senior Notes, due December 15, 2026 |  |  |  |  |  | $ | 80,000 |  |  | $ | 80,000 |
Senior Unsecured Notes 4.63%, Series 2011A, due December 1, 2021 |  | $ | 140,000 |  |  |  |  |  |  |  | 140,000 |
Senior Unsecured Notes 6.15%, Series 2007B, due August 20, 2022 |  |  | 30,000 |  |  |  |  |  |  |  | 30,000 |
Senior Unsecured Notes 6.37%, Series 2007C, due August 20, 2027 |  |  | 42,000 |  |  |  |  |  |  |  | 42,000 |
Senior Unsecured Notes 4.68%, Series 2013A, due February 27, 2029 |  |  | 60,000 |  |  |  |  |  |  |  | 60,000 |
Senior Unsecured Notes 3.07%, Series 2019A, due October 10, 20291 |  |  | 10,000 |  |  |  |  |  |  |  | 10,000 |
Senior Unsecured Notes 3.22%, Series 2020A, due February 25, 2030 |  |  | 10,000 |  |  |  |  |  |  |  | 10,000 |
Senior Unsecured Notes 6.47%, Series 2007D, due August 20, 2037 |  |  | 50,000 |  |  |  |  |  |  |  | 50,000 |
Senior Unsecured Notes 3.52%, Series 2019B, due October 10, 2039 |  |  | 26,000 |  |  |  |  |  |  |  | 26,000 |
Senior Unsecured Notes 3.62%. Series 2020C, due February 25, 2040 |  |  | 10,000 |  |  |  |  |  |  |  | 10,000 |
Senior Unsecured Notes 5.47%, Series 2013B, due February 27, 2044 |  |  | 90,000 |  |  |  |  |  |  |  | 90,000 |
Senior Unsecured Notes 4.07%, Series 2018A, due February 7, 2048 |  |  | 100,000 |  |  |  |  |  |  |  | 100,000 |
Senior Unsecured Notes 3.82%, Series 2019C, due October 10, 2049 |  |  | 64,000 |  |  |  |  |  |  |  | 64,000 |
Senior Unsecured Notes 3.92%, Series 2020D, due February 25, 2050 |  |  | 15,000 |  |  |  |  |  |  |  | 15,000 |
PACE Note, 2.54%, due March 18, 2021 |  |  |  |  |  |  | 261 |  |  |  | 261 |
Total |  | $ | 647,000 |  |  | $ | 80,261 |  |  | $ | 727,261 |
Less: Current Maturities net of Unamortized Debt Issuance Costs |  |  | - |  |  |  | 261 |  |  |  | 261 |
Unamortized Long-Term Debt Issuance Costs |  |  | 2,281 |  |  |  | 330 |  |  |  | 2,611 |
Total Long-Term Debt net of Unamortized Debt Issuance Costs |  | $ | 644,719 |  |  | $ | 79,670 |  |  | $ | 724,389 |
Total Short-Term and Long-Term Debt (with current maturities) |  | $ | 644,719 |  |  | $ | 121,170 |  |  | $ | 765,889 |
December 31, 2019 (in thousands) |
Short-Term Debt |  | $ | - |  |  | $ | 6,000 |  |  | $ | 6,000 |
Long-Term Debt: |  |  |  |  |  |  |  |  |  |  |  |
3.55% Guaranteed Senior Notes, due December 15, 2026 |  |  |  |  |  | $ | 80,000 |  |  | $ | 80,000 |
Senior Unsecured Notes 4.63%, Series 2011A, due December 1, 2021 |  | $ | 140,000 |  |  |  |  |  |  |  | 140,000 |
Senior Unsecured Notes 6.15%, Series 2007B, due August 20, 2022 |  |  | 30,000 |  |  |  |  |  |  |  | 30,000 |
Senior Unsecured Notes 6.37%, Series 2007C, due August 20, 2027 |  |  | 42,000 |  |  |  |  |  |  |  | 42,000 |
Senior Unsecured Notes 4.68%, Series 2013A, due February 27, 2029 |  |  | 60,000 |  |  |  |  |  |  |  | 60,000 |
Senior Unsecured Notes 3.07%, Series 2019A, due October 10, 20291 |  |  | 10,000 |  |  |  |  |  |  |  | 10,000 |
Senior Unsecured Notes 6.47%, Series 2007D, due August 20, 2037 |  |  | 50,000 |  |  |  |  |  |  |  | 50,000 |
Senior Unsecured Notes 3.52%, Series 2019B, due October 10, 2039 |  |  | 26,000 |  |  |  |  |  |  |  | 26,000 |
Senior Unsecured Notes 5.47%, Series 2013B, due February 27, 2044 |  |  | 90,000 |  |  |  |  |  |  |  | 90,000 |
Senior Unsecured Notes 4.07%, Series 2018A, due February 7, 2048 |  |  | 100,000 |  |  |  |  |  |  |  | 100,000 |
Senior Unsecured Notes 3.82%, Series 2019C, due October 10, 2049 |  |  | 64,000 |  |  |  |  |  |  |  | 64,000 |
PACE Note, 2.54%, due March 18, 2021 |  |  |  |  |  |  | 351 |  |  |  | 351 |
Total |  | $ | 612,000 |  |  | $ | 80,351 |  |  | $ | 692,351 |
Less: Current Maturities net of Unamortized Debt Issuance Costs |  |  | - |  |  |  | 183 |  |  |  | 183 |
Unamortized Long-Term Debt Issuance Costs |  |  | 2,231 |  |  |  | 356 |  |  |  | 2,587 |
Total Long-Term Debt net of Unamortized Debt Issuance Costs |  | $ | 609,769 |  |  | $ | 79,812 |  |  | $ | 689,581 |
Total Short-Term and Long-Term Debt (with current maturities) |  | $ | 609,769 |  |  | $ | 85,995 |  |  | $ | 695,764 |
1Holder is COBANK, a cooperative lender. Interest payments are subject to cash credits which may result in a lower effective interest rate.

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration