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Note 7 - Long-term Debt

12 Months Ended

Sep. 30, 2025

7.	LONG-TERM DEBT

Long-term debt consisted of the following:

	*September 30*
	*2025*					*2024*
	*Principal*			*Unamortized Debt Issuance Costs*		*Principal*			*Unamortized Debt Issuance Costs*
Roanoke Gas:
Unsecured senior note payable at 4.26%, due September 18, 2034	$	30,500,000		$	86,887	$	30,500,000		$	96,541
Unsecured term note payable at 3.58%, due October 2, 2027		8,000,000			9,632		8,000,000			14,448
Unsecured term note payable at 4.41%, due March 28, 2031		10,000,000			17,229		10,000,000			20,362
Unsecured term note payable at 3.60%, due December 6, 2029		10,000,000			14,971		10,000,000			18,494
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			22,612		10,000,000			27,044
Midstream:
Unsecured term note payable at Term SOFR plus 1.55%, due September 5, 2032 ($14M swap rate at 3.24%, $4M swap rate at 2.443%, and $20.6M swap rate at 5.061%)		38,600,000			171,362		—			—
Unsecured term note payable at Term SOFR plus 1.55%, due September 5, 2032 (swap rate at 5.061%)		15,000,000			66,592		—			—
Revolving credit facility at Term SOFR plus 1.75%, due September 5, 2030 ("Southgate")		4,215			5,553		—			—
Revolving credit facility at Term SOFR plus 1.75%, due September 5, 2030 ("Boost")		—			10,956		—			—
Unsecured term note payable at Term SOFR plus 1.55%, retired September 5, 2025		—			—		24,855,000			32,299
Unsecured term note payable at Daily Simple SOFR plus 1.26448% (swap rate at 3.24%), retired September 5, 2025		—			—		14,000,000			4,213
Unsecured term note payable at Daily Simple SOFR plus 1.26448% (swap rate at 2.443% on designated principal), retired September 5, 2025		—			—		6,400,000			21,406
Revolving credit facility at Daily Simple SOFR plus 2.215%, retired September 5, 2025		—			—		9,000,000			47,285
Total long-term debt	$	137,104,215		$	405,794	$	137,755,000		$	282,092
Less: current maturities of long-term debt		(2,846,018	)		—		(800,000	)		—
Total long-term debt, net current maturities	$	134,258,197		$	405,794	$	136,955,000		$	282,092

On September 5, 2025, Midstream established new Term Notes with two banks in the amounts of $38.6 million and $15 million, which refinanced and replaced all of Midstream's outstanding debt. The interest rate on the new Term Notes is one month Term SOFR plus 1.55% with interest payable monthly. The Term Notes also included a 0.3% origination fee and 0.1% annual fee. Quarterly principal payments will be due each October, January, April and July, and repayment terms are based on a schedule aligned with the terms of the MVP shipper agreements, which will expire June 2044. The Term Notes mature on September 5, 2032. Also, on September 5, 2025, Midstream executed two interest rate swap agreements totaling $35.6 million, which corresponds to the term and draw provisions of the Term Note agreement and effectively converts that portion of the variable rate note to a fixed rate instrument with an effective annual interest rate of 5.061%. The two existing interest rate swaps will remain in place, have been redesignated, and when combined with the new interest rate swap agreements, hedged a notional value of $53.6 million.

Additionally, on September 5, 2025, Midstream entered into a Loan Agreement for the MVP Southgate extension and MVP expansion that can be drawn to principal amounts of $1.85 million and $3.65 million, respectively, (the "Notes"). The Notes bear an interest rate of Term SOFR plus 1.75% subject to adjustment to Term SOFR plus 1.55% upon meeting certain milestones. The Notes mature on September 5, 2030, at which time the outstanding principal balance on each note is due. The Loan Agreement included a 0.25% origination fee.

On March 6, 2024, Midstream entered into the Sixth Amendment to Credit Agreement and related Promissory Notes on the non-revolving credit facility. The Sixth Amendment revised the interest rate from Term SOFR plus 2.00% to Term SOFR plus 2.00% subject to adjustment to Term SOFR plus 1.75% and Term SOFR plus 1.55% upon meeting certain milestones. The Sixth Amendment also consolidated the Promissory Notes to one Promissory Note with one lender, increased the available non-revolving credit facility to $25 million, and extended the maturity date to December 31, 2025. All other terms and requirements remain unchanged.

On May 2, 2024, Midstream established a new $9 million line of credit facility. The interest rate on the borrowings under the facility is SOFR plus 2.215%; the arrangement included a 0.40% upfront fee and 0.125% unused line fee. The facility matures on May 2, 2026.

On May 29, 2024, Midstream paid in full the remaining $9 million term note payable that was set to mature June 1, 2024 with proceeds from the new line of credit.

Debt issuance costs are amortized over the life of the related debt. As of September 30, 2025 and 2024, the Company also had an unamortized loss on the early retirement of debt of $1,027,684 and $1,141,872, 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 (defined in the debt agreements) to not exceed 15% of consolidated total assets. The $15 million, $10 million, $53.6 million, $1.85 million and $3.65 million notes 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. The Company was in compliance with all debt covenants as of September 30, 2025 and 2024.

The aggregate annual maturities of long-term debt for the next five years ending after September 30, 2025 are as follows:

Year Ending September 30	*Maturities*
2026	$	17,846,018
2027		2,846,018
2028		10,846,017
2029		12,846,018
2030		12,850,233
Thereafter		79,869,911
Total	$	137,104,215

Roanoke Gas has a term note in the principal amount of $15 million maturing in August 2026. The Company has a positive record of refinancing term notes, as well as has access to sufficient financing resources, including availability under the line-of-credit, to meet the payment requirements associated with this term note. Thus the Company has presented this balance within notes payable of long-term debt on the consolidated balance sheets as of September 30, 2025.