XML 33 R15.htm IDEA: XBRL DOCUMENT
v3.23.3

Note 7 - Long-term Debt | 12 Months Ended
--- | ---
Sep. 30, 2023
Notes to Financial Statements |
Long-Term Debt [Text Block] |
7. | LONG-TERM DEBT
On June 28, 2023, Midstream amended and restated its $14 million and $8 million Term Notes initially entered into on June 12, 2019 and November 1, 2021, respectively. The amendments revised each of the original Term Note's interest rate from LIBOR plus 115 basis points to Daily Simple SOFR plus 126.448 basis points, effective July 1, 2023. All other terms and requirements of the Term Notes were retained. In conjunction with the amendment of the Term Notes, Midstream also amended the corresponding interest rate swaps associated with the Term Notes. The amendments provided for the floating rates on the interest rate swaps to continue to match the rate of the associated notes as well as retain the overall fixed interest rates of 3.24% and 2.443%, respectively. On March 24, 2023, Roanoke Gas amended and restated the $10 million Term Note originally entered into on September 24, 2021. The amendment revised the original Term Note's interest rate from LIBOR plus 100 basis points to Term SOFR plus 100 basis points. All other terms and requirements of the original Term Note were retained. The effective date of the Amended Term Note was April 1, 2023. In addition, on April 3, 2023, the interest rate swap was amended to align with the Amended Term Note and retained the fixed interest rate of 2.49%. In connection with the Revolving Note as referenced in Note 6 and Amended Term Note, Roanoke Gas also amended and restated the Loan Agreement dated September 24, 2021. The amendment provides for borrowing limits on the Revolving Note and amends certain financial conditions required of Roanoke Gas and Resources. All other terms and requirements of the original Loan Agreement were retained. On March 31, 2022, Midstream applied $10 million from a cash infusion received from Resources to pay down a corresponding amount on the non-revolving credit facility which in turn reduced the total borrowing capacity from $33 million to $23 million. On June 30, 2022, Midstream entered into the Fourth Amendment to Credit Agreement and related Promissory Notes. The Fourth Amendment modified the original Credit Agreement and prior amendments by replacing the 30-day LIBOR plus 1.35% interest on the Promissory Notes with Term SOFR plus 1.50%. On July 28, 2023, Midstream entered into the Fifth Amendment to Credit Agreement and related Promissory Notes. The Fifth Amendment revised the interest rate from Term SOFR plus 1.50% to Term SOFR plus 2.00% and extended the maturity date of the Promissory Notes to December 31, 2024. All other terms and requirements remain unchanged. Long-term debt consisted of the following:
|  | September 30 |
|  | 2023 |  |  | 2022 |
|  | Principal |  |  | Unamortized Debt Issuance Costs |  |  | Principal |  |  | Unamortized Debt Issuance Costs |
Roanoke Gas: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unsecured senior notes payable at 4.26%, due September 18, 2034 |  | $ | 30,500,000 |  |  | $ | 106,195 |  |  | $ | 30,500,000 |  |  | $ | 115,849 |
Unsecured term notes payable at 3.58%, due October 2, 2027 |  |  | 8,000,000 |  |  |  | 19,264 |  |  |  | 8,000,000 |  |  |  | 24,080 |
Unsecured term notes payable at 4.41%, due March 28, 2031 |  |  | 10,000,000 |  |  |  | 23,495 |  |  |  | 10,000,000 |  |  |  | 26,627 |
Unsecured term notes payable at 3.60%, due December 6, 2029 |  |  | 10,000,000 |  |  |  | 22,017 |  |  |  | 10,000,000 |  |  |  | 25,539 |
Unsecured term note payable at 30-day SOFR plus 1.20%, due August 20, 2026 (swap rate at 2.00%) |  |  | 15,000,000 |  |  |  | — |  |  |  | 15,000,000 |  |  |  | — |
Unsecured term note payable at TERM SOFR plus 1.00%, due October 1, 2028 (swap rate at 2.49%) |  |  | 10,000,000 |  |  |  | 33,666 |  |  |  | 10,000,000 |  |  |  | 28,674 |
Midstream: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unsecured term notes payable at TERM SOFR plus 2.00%, due December 31, 2024 |  |  | 23,000,000 |  |  |  | 23,386 |  |  |  | 21,896,200 |  |  |  | 18,553 |
Unsecured term note payable at Daily Simple SOFR plus 1.26448%, due June 12, 2026 (swap rate at 3.24%) |  |  | 14,000,000 |  |  |  | 6,621 |  |  |  | 14,000,000 |  |  |  | 9,029 |
Unsecured term note payable at 30-day LIBOR plus 1.20%, due June 1, 2024 with monthly principal installments of $41,667 that began July 1, 2022 (swap rate at 3.14%) |  |  | 9,375,000 |  |  |  | 1,571 |  |  |  | 9,875,000 |  |  |  | 3,929 |
Unsecured term note payable at Daily Simple SOFR plus 1.26448%, due January 1, 2028 with quarterly principal installments of $400,000 that began April 1, 2023 (swap rate at 2.443%) |  |  | 7,200,000 |  |  |  | 19,057 |  |  |  | 8,000,000 |  |  |  | 23,631 |
Total long-term debt |  | $ | 137,075,000 |  |  | $ | 255,272 |  |  | $ | 137,271,200 |  |  | $ | 275,911 |
Less: current maturities of long-term debt |  |  | (10,975,000 | ) |  |  | — |  |  |  | (1,300,000 | ) |  |  | — |
Total long-term debt, net current maturities |  | $ | 126,100,000 |  |  | $ | 255,272 |  |  | $ | 135,971,200 |  |  | $ | 275,911 |
Debt issuance costs are amortized over the life of the related debt. As of September 30, 2023 and 2022, the Company also had an unamortized loss on the early retirement of debt of $1,256,059 and $1,370,246, respectively, which has been deferred as a regulatory asset and is being amortized over a 20-year period. All of the debt agreements set forth certain representations, warranties and covenants to which the Company is subject, including financial covenants that limit consolidated long-term indebtedness to not more than 65% of total capitalization. All of the debt agreements provide for priority indebtedness to not exceed 15% of consolidated total assets. The $15 million and $10 million notes, as well as the line-of-credit, have an interest coverage ratio requirement of not less than 1.5 to 1, which excludes the effect of a non-cash impairment on the LLC investments up to the total investment as of December 31, 2021, as revised by the Seventh Amendment to the Credit Agreement. The Company was in compliance with all debt covenants as of September 30, 2023 and 2022. The aggregate annual maturities of long-term debt for the next five years ending after September 30, 2023 are as follows:
Year Ending September 30 |  | Maturities |
2024 |  | $ | 10,975,000 |
2025 |  |  | 24,600,000 |
2026 |  |  | 30,600,000 |
2027 |  |  | 1,600,000 |
2028 |  |  | 8,800,000 |
Thereafter |  |  | 60,500,000 |
Total |  | $ | 137,075,000 |

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

X
- Definition The entire disclosure for long-term debt. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent + Details
Name: | us-gaap_LongTermDebtTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration