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Note 7 - Long-term Debt

9 Months Ended

Jun. 30, 2025

7.	Long-Term Debt

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 remained unchanged.

On May 2, 2024, Midstream established a new $9 million revolving credit facility. The interest rate on the borrowings under the facility is Daily Simple 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 $9 million note payable that was set to mature June 1, 2024 with proceeds from the new credit facility.

On March 6, 2024, Midstream amended and restated its $8 million Term Note. The amendment suspended quarterly principal payments beginning April 1, 2024 through January 1, 2025. Principal payments began again on April 1, 2025. All other terms and requirements of the Term Note were retained. The interest rate swap related to the $8 million Term Note was not amended on March 6, 2024.

Long-term debt consists of the following:

	June 30, 2025					September 30, 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		$	89,300	$	30,500,000		$	96,541
Unsecured term note payable at 3.58%, due October 2, 2027		8,000,000			10,836		8,000,000			14,448
Unsecured term note payable at 4.41%, due March 28, 2031		10,000,000			18,013		10,000,000			20,362
Unsecured term note payable at 3.60%, due December 6, 2029		10,000,000			15,852		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			23,031		10,000,000			27,044
Midstream:
Unsecured term note payable at Term SOFR plus 1.55%, due December 31, 2025		25,000,000			12,919		24,855,000			32,299
Unsecured term note payable at Daily Simple SOFR plus 1.26448%, due June 12, 2026 (swap rate at 3.24%)		14,000,000			2,408		14,000,000			4,213
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, were suspended April 1, 2024, and resumed April 1, 2025 (swap rate at 2.443% on designated principal)		6,000,000			16,378		6,400,000			21,406
Revolving credit facility at Daily Simple SOFR plus 2.215%, due May 2, 2026		9,000,000			24,887		9,000,000			47,285
Total long-term debt		137,500,000			213,624		137,755,000			282,092
Less: current maturities of long-term debt		(2,534,514	)		—		(800,000	)		—
Total long-term debt, net current maturities	$	134,965,486		$	213,624	$	136,955,000		$	282,092

Debt issuance costs are amortized over the life of the related debt. As of June 30, 2025 and September 30, 2024, the Company also had an unamortized loss on the early retirement of debt of $1,056,231 and $1,141,872, respectively, which has been deferred as a regulatory asset and is being amortized over a 20-year period.

All 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 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 the non-cash impairments 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 $9 million revolving line of credit facility also has an interest coverage ratio requirement of not less than 1.5 to 1. The Company was in compliance with all debt covenants as of June 30, 2025 and September 30, 2024.

Subsequent to the end of the quarter, the Company entered into a firm letter of commitment with two banks that will refinance Midstream-related debt totaling $53.6 million. The note will have a seven-year term and an interest rate of SOFR plus 1.55%. In addition to interest, Midstream will repay principal based on a schedule aligned with the shipper contracts at MVP which will expire in June 2044. The note is guaranteed by RGC Resources, Inc., and there is a 30 basis point origination fee. Covenants are similar to those that exist on Midstream's outstanding debt. As a result of this firm commitment letter, the Company has reflected only $2.5 million of long-term debt as current on the balance sheet as of June 30, 2025 as it now has the intent and ability to refinance the existing maturities. The Company expects to finalize the arrangement in the fourth quarter.