Debt

12 Months Ended

Dec. 31, 2020

The Company’s carrying value of debt consisted of the following (in thousands):


	December 31,
	2020		2019
Unsecured promissory note	$	1,080	$	—
Secured term note payable - related party	1,077		2,077
Secured promissory note - related party	5,000		5,000
Insurance and other notes payable	714		558
Less: amounts due within one year	(4,463)		(1,558)
Total long-term debt	$	3,408	$	6,077

Unsecured Promissory Note

On May 8, 2020, the Company received loan proceeds of $1.1 million (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The Loan, which is in the form of a promissory note, dated May 8, 2020, between the Company and Cadence Bank, N.A. as the lender (the “Note”), matures on May 8, 2022 and bears interest at a fixed rate of 1.0% per annum, payable monthly commencing on December 2, 2020. There is no prepayment penalty. Under the terms of the PPP, all or a portion of the principal may be forgiven if the Loan proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, benefits, rent, and utilities. While no assurance is provided that the Company will obtain forgiveness of the Loan in whole or in part, management believes we currently meet the requirements and the Company intends to apply for forgiveness. With respect to any portion of the Loan that is not forgiven, the Loan will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults and breaches of the provisions of the Note.

Secured Term Note Payable - Related Party

On September 30, 2013, Stabilis LNG Eagle Ford, LLC ("Stabilis LNG EF") entered into a Secured Term Note Payable with Chart Energy & Chemicals, Inc. (“Chart E&C”), a Delaware corporation and subsidiary of Chart, in connection with a Master Sales Agreement whereby Chart E&C agreed to sell Stabilis LNG EF certain equipment for its liquefaction plant. The total value of the agreement was not to exceed $20.5 million and was billed in advances based on a “Milestone Payment Schedule”. The note contained various covenants that limit Stabilis LNG EF’s ability to grant certain lines, incur additional indebtedness, guarantee or become contingently liable for obligations of any person except for those allowed by Chart E&C, merge or consolidate into or with a third party or engage in certain asset dispositions and acquisitions, pay dividends or make distributions, transact with affiliates, prepayment of indebtedness, and issue additional equity interests. Further, the Master Sales Agreement was secured by a $20.0 million equity interest and first lien on all plant assets including land. Borrowings bear interest on the outstanding principal at the rate of 3.0% plus the London interbank offered rate (3.15% at December 31, 2020).

The Secured Term Note Payable was amended on August 21, 2017 whereby only the payment terms of principal and interest were modified to be payable in eight installments as follows: (i) $2.5 million plus accrued interest due on August, 24, 2017, (ii) $2.5 million plus accrued interest due on August 24, 2018, (iii) $2.5 million plus accrued interest due on August 24, 2019, (iv) four equal payments of $1.5 million plus accrued interest on each anniversary date of August 24, 2019 thereafter, (v) and $0.6 million plus accrued interest on the remaining unpaid balance of the Amended Secured Term Note Payable on August 24, 2024. In the event all principal and interest is paid in full by August 24, 2023, an additional payment of $2.2 million is to be forgiven.

On August 5, 2019, we entered into an exchange agreement (the “Exchange Agreement”) with Chart E&C, Stabilis LLC, and Stabilis LNG EF for the satisfaction of indebtedness of Stabilis LNG to Chart E&C in the principal amount of $7 million (the “Exchanged Indebtedness”) in exchange for unregistered shares of our common stock (such transactions, the “Chart Transaction”). We issued to Chart E&C 1,470,807 shares of Company common stock, based on the per share price of Company common stock of 90% of the average of the dollar volume-weighted average prices per share of the common stock as calculated by Bloomberg for each of the five consecutive trading days ending on and including the third trading day immediately preceding the closing date, which took place on August 30, 2019. At closing, Stabilis LNG EF also paid to Chart E&C an amount in cash equal to the accrued and unpaid interest on the Exchanged Indebtedness due through the closing, plus a cash amount to be paid in lieu of the issuance of fractional shares of our Common Stock. Management determined the modifications to be substantial and pursuant to ASC 470, the transaction was treated as a debt extinguishment for accounting purposes. Accordingly, the Company recognized a gain on extinguishment of debt of $0.1 million, which is included in Other Income in the accompanying Consolidated Statement of Operations. The exchange agreement released certain collateral (including the Company’s LNG plant) and removed certain covenants of the original Note Payable.

On September 11, 2019, we entered into Amendment No. 1 to the Exchange Agreement, which eliminated the right of Chart E&C to elect an additional exchange of all or any portion of the balance of the unpaid principal amount of the Note. The Exchange Agreement previously provided for Chart E&C to elect an additional exchange, on a second closing date, of all or any portion of the balance of the unpaid principal amount of the Note, for additional shares of our common stock based on the foregoing pricing calculation related to the closing date.

Secured Promissory Note - Related Party

On August 16, 2019, the Company issued a Secured Promissory Note to M/G Finance Co., Ltd., a related party, in the principal amount of $5 million, at an interest rate per annum of 6% until December 10, 2020, and 12% thereafter. The debt payments are interest only through December 2020 followed by monthly principal and interest payments through December 2022. The debt is secured by certain pieces of the Company’s equipment valued at $5 million. See Note 12—Related Party Transactions for further discussion of the Promissory Note.

Insurance Notes Payable

The Company finances its annual commercial insurance premiums for its business and operations with a finance company. The dollar amount financed was $0.8 million for the 2020 to 2021 policy. The outstanding principal balance on the premium finance note was $0.3 million at December 31, 2019 and $0.4 million at December 31, 2020. The renewal occurred in August 2020 and covers a period of up to one year. The Company makes equal monthly payments of principal and interest over the term of the notes which are generally 10 months in term. The interest rate for the 2019 to 2020 insurance policy was 6.2%. The interest rate for the 2020 to 2021 insurance policy is 5.45%. The note is secured.

Term Loan Facility

In connection with the acquisition of American Electric (see Note 2—Acquisitions), the Company assumed a loan facility between M&I Brazil, a subsidiary, and an employee of the Company. The loan facility provided the Company with a $0.3 million loan facility of which $0.2 million was drawn and outstanding as of December 31, 2019. All outstanding amounts, including accrued but unpaid interested, became due and was paid in full in June 2020. Under the loan agreement, the interest rate on the loan facility was 10.0%, per annum, payable each quarter. The loan facility was secured by the assets held by M&I Brazil.

Unsecured Term Note Payable

The Company also assumed a short-term financing arrangement between M&I Brazil and Santander Bank, which was used to finance project expenditures. The loan became due March 2020, at an interest rate of 11.88%.

On April 7, 2020, M&I Brazil re-entered into a short-term financing arrangement with Santander Bank, which was used to finance project expenditures. At December 31, 2020, the outstanding balance was $41 thousand. The loan is due March 2021, with an interest rate of 12.68%.

On December 28, 2020, the Company entered into a short-term financing arrangement between M&I Brazil and ABC Bank, which was used to finance project expenditures and working capital. At December 31, 2020, the outstanding balance was $231 thousand. The loan is due December 2023, with an interest rate of 7.60% plus the Brazilian Interbank certificate of deposit rate (1.9% at December 31, 2020).

We had total indebtedness of $7.9 million in principal as of December 31, 2020 with the expected maturities as follows (in thousands).


	December 31, 2020
2021	$	4,464
2022	3,360
2023	47
2024	—
2025	—
Thereafter	—
Total long-term debt, including current maturities	$	7,871

During the years ended December 31, 2020 and 2019, the Company recorded interest expense as follows (in thousands):


	December 31,
	2020		2019
Unsecured promissory note	$	6	$	—
Secured term note payable - related party	66		365
Secured promissory note - related party	308		140
Insurance and other notes payable	38		32
Total interest expense	$	418	$	537

Certain of the agreements governing our outstanding debt have certain covenants with which we must comply. As of December 31, 2020, we were in compliance with all of these covenants.