Debt | 4. Debt A summary of debt is as follows (in thousands, except percentages): September 30, 2018 Interest Rate September 30, 2018 September 30, 2017 ABE South Dakota: Senior debt principal—variable 5.57 % 20,000 24,677 Deferred financing costs N/A (262 ) (311 ) Total outstanding $ 19,738 $ 24,366 The estimated maturities of debt at September 30, 2018 are as follows (in thousands): Senior Debt Principal Deferred Financing Costs Total 2019 $ 1,000 $ (95 ) $ 905 2020 4,000 (105 ) 3,895 2021 15,000 (33 ) 14,967 2022 - (10 ) (10 ) 2023 - (9 ) (9 ) Thereafter - (10 ) (10 ) Total debt $ 20,000 $ (262 ) $ 19,738 2015 Senior Credit Agreement for the South Dakota Plants On December 29, 2015, ABE South Dakota entered into a Master Credit Agreement (“2015 Credit Agreement”) with AgCountry Farm Credit Services, PCA as lender, (“AgCountry”) to refinance its existing 2010 Senior Credit Agreement. On December 29, 2015, the Company also entered into (i) a First Supplement to the 2015 Credit Agreement covering a $10.0 million Revolving Term Facility and (ii) a Second Supplemental covering a $20.0 million Term Loan. The transaction funded on December 30, 2015. The $20.0 million Term Loan had a variable interest rate (“Variable Rate”) at September 30, 2018. The Variable Rate was equal to the one-month LIBOR rate of 2.07%, plus a “Margin” of 350 basis points. Subsequent to the end of the fiscal year, on October 26, 2018, the Company elected to lock in a fixed interest rate of 6.4%, rather than the Variable Rate, on the remaining balance of the Term Loan. The Company may elect one or more fixed or adjustable interest rates, rather than the Variable Rate, based on AgCountry’s cost of funds at the time of the election, plus the Margin. Any election must apply to $1.0 million or more owing on the Term Loan. Beginning April 1, 2016, the Company began making quarterly principal payments of $1.0 million, plus accrued interest, on the Term Loan. The Term Loan will be fully amortized over five years with the final payment on January 1, 2021. At September 30, 2018, the outstanding balance on the Term Loan was $10.0 million. The $10.0 Revolving Term Facility has a Variable Rate equal to the one-month LIBOR rate plus an initial Margin of 350 basis points. Borrowings under the Revolving Term Facility may be advanced, repaid and re-borrowed during the term. The Company is required to make quarterly interest payments on the Revolving Term Facility, with the full principal amount outstanding due on January 1, 2021. Under the Revolving Term Facility, the Company is required to pay unused commitment fees of 50 basis points. At September 30, 2018, the balance of the Revolving Term Facility was $10.0 million. The Margin will (i) decrease to 3.25% when the aggregate principal balance of all outstanding loans and the unfunded commitment level is $20.0 million or less, and (ii) decrease to 3.00% when this amount is $15.0 million or less. ABE South Dakota, LLC also entered into a Security Agreement with AgCountry under which borrowings under the 2015 Credit Agreement are secured by substantially all of ABE South Dakota’s assets. AgCountry holds a first priority security interest and mortgage in all inventory, accounts receivable, intangibles, equipment, fixtures, buildings, and a first mortgage in land owned or leased by ABE South Dakota. The 2015 Credit Agreement also included financial and non-financial covenants that limit distributions and debt and require minimum working capital, owner’s equity, current ratio, debt to EBITDA ratio, and fixed charge coverage ratios. Those covenants included the following: • ABE South Dakota has a minimum working capital requirement of $10.0 million beginning at loan closing, increasing to $12.75 million at September 30, 2016 and thereafter. Working capital is calculated as (i) (a) current assets plus (b) the amount available under the Revolving Term Facility, less (ii) current liabilities, measured quarterly. • ABE South Dakota’s owner’s equity ratio was the ratio of (i) net worth divided by (ii) total assets. This ratio was to be measured annually at fiscal year-end and would have increased by 2% each fiscal year, from 40% at September 30, 2015, until a 50% ratio was achieved and maintained This covenant was eliminated by the First Amendment (as defined below). • ABE South Dakota must maintain a ratio of current assets to current liabilities of not less than 1.2 to 1.0. • ABE South Dakota debt to EBITDA ratio must be less than 4.00:1.00. Debt is defined as total interest bearing debt, while EBITDA is defined as earnings before interest, taxes, depreciation, and amortization. The debt to EBITDA ratio will be measured quarterly, but tested annually at each fiscal year end. • ABE South Dakota’s minimum fixed charge coverage ratio is 1.15:1.00 and is measured quarterly, but tested annually at each fiscal year end. The fixed charge coverage ratio is calculated by dividing EBITDA by the sum of scheduled payments of principal and interest, capital expenditures, any cash taxes, and distributions. When ABE South Dakota has achieved reached and maintained an owners’ equity ratio of 60.0% and working capital of $15.0 million, then the minimum fixed charge coverage ratio requirement will be reduced to 1.00:1.00. If subsequently the owners’ equity ratio declines below 60.0%, or working capital declines below $15.0 million, then the 1.15:1.00 minimum fixed charge ratio covenant will be reinstated. • ABE South Dakota is limited to annual capital expenditures of $2.0 million without prior consent of AgCountry, and is limited from incurring additional debt over certain amounts without prior approval, and making additional investments without prior approval of AgCountry. ABE South Dakota is also prohibited from making member distributions in excess of 40% of pre-tax net income in a given year without the prior consent of Ag Country. When ABE South Dakota achieves and maintains owners’ equity ratio of 60.0% and working capital of $15.0 million, then it may pay member dividends of 100.0% of pre-tax net income. If the owner’s equity ratio declines below 60.0%, or working capital declines below $15.0 million, then dividends will be restricted until ABE South Dakota regains compliance. ABE South Dakota must meet all loan covenants before and after any distribution. A number of these covenants have been amended in connection with subsequent term loans, a construction loan, and amendments and waivers as described below. 2016 Term Loan On September 28, 2016, ABE South Dakota entered into the Third Supplement to the 2015 Credit Agreement (“2016 Term Loan”) with AgCountry to finance the corn oil extraction system at the Huron plant. The total loan commitment for 2016 Term Loan was $1.7 million, and the loan has a variable interest rate equal to the one-month LIBOR rate plus a “Margin” of 350 basis points. A total of $1.1 million of the $1.7 million commitment was drawn from this loan. On January 1, 2017, the Company began making quarterly payments of accrued interest on the 2016 Term Loan. On April 1, 2017, the Company began making quarterly principal payments of $212,500 on the 2016 Term Loan. As of September 30, 2018 the 2016 Term Loan was paid in full. 2018 Construction and Term Loan On March 13, 2018, ABE South Dakota entered into the Fourth Supplement to the 2015 Credit Agreement (“2018 Term Loan”) with AgCountry to finance a grain storage and receiving facility at the Aberdeen plant. The agreement provides for a $5.0 million multiple advance credit facility. The loan has a variable interest rate equal to the one-month LIBOR rate plus a “Margin” of 350 basis points. During the construction period, the Company will make quarterly interest payments in arrears on the first day of each quarter. Upon completion of construction, the Company will begin making quarterly principal payments in the amount of $250,000 per quarter, plus accrued interest. The 2018 Term Loan will be fully amortized over five years, with the final payment on July 1, 2024. At September 30, 2018, no funds had been drawn on the 2018 Term Loan, and $47,000 in loan fees and closing costs had been incurred, which have been classified as deferred financing costs and will be amortized as interest expense over the term of the loan. Amendments and Waivers to 2015 Credit Agreement On September 28, 2016, ABE South Dakota entered into a Limited Waiver and First Amendment to the 2015 Credit Agreement (“First Amendment”) to (i) eliminate the Owner’s Equity Ratio Covenant, (ii) temporarily increase the Capital Expenditures Covenant to $3.0 million for fiscal 2016 to finance the corn oil extraction system at the Huron plant, and (iii) waive other obligations related to the post closing agreement. On November 19, 2016, ABE South Dakota received a waiver to the 2015 Credit Agreement from AgCountry that waived certain Events of Default related to the Working Capital requirement and the Total Outstanding Debt to EBITDA Ratio at September 30, 2016. On October 16, 2017, ABE South Dakota received a waiver to the 2015 Credit Agreement from AgCountry that waived an Event of Default related to the Capital Expenditure Covenant for fiscal 2017. The Capital Expenditure Covenant for fiscal 2016 was increased to $3.0 million due to the addition of corn oil extraction system at Huron. However, a portion of the capital expenditure cost was incurred in fiscal 2017, so an additional waiver was granted for this period. On March 13, 2018, in conjunction with the 2018 Term Loan, ABE South Dakota entered into a Second Amendment to the 2015 Credit Agreement (“Second Amendment”) to temporarily increase the Capital Expenditures Covenant to $6.0 million per year for the years ending September 30, 2018 and 2019. The covenant will revert back to $2.0 million per year for all years ending after September 30, 2019. As a result of a depressed margin environment in fiscal 2018, ABE South Dakota was required to request waivers for certain Events of Default at September 30, 2018, and covenant amendments for certain future covenants for which ABE South Dakota projected non-compliance. Although ABE South Dakota’s lender, AgCountry Farm Credit Services, PCA, granted the waivers and covenant amendments via the Third and Fourth Amendments to the 2015 Credit Agreement, we cannot project with certainty that we will meet all covenant obligations, as amended, if depressed margins continue for an extended period of time. If ABE South Dakota is unable to comply with the amended covenants, we cannot be certain that our lender will grant us future waivers, which could result in a material adverse effect upon our business, results of operations and financial condition. On October 19, 2018, ABE South Dakota entered into a Limited Waiver and Third Amendment to the 2015 Credit Agreement (“Third Amendment”) to waive certain Events of Default related to covenant compliance as of September 30, 2018 and temporarily amend certain future covenants. The Third Amendment included the following covenant waiver and amendments: (i) the Fixed Charge Coverage Ratio was waived as of September 30, 2018, reduced to a ratio of 1.00:1.00 as of September 30, 2019, and reverts back to 1.15:1.00 at September 30, 2020, (ii) the Working Capital Covenant was reduced to $10 million at September 30, 2018 and December 31, 2018, $9 million at March 31, 2019 and June 30, 2019, then increased to $10 million at September 30, 2019 and $12 million at September 30, 2020 and all times thereafter, (iii) the Capital Expenditures covenant was increased to $8.0 million for the year ending September 30, 2019, and reverts back to $2.0 million for all subsequent years, and (iv) the outstanding Debt to EBITDA Ratio was waived at September 30, 2018 and will revert back to the requirement that it be less than 4:00:1:00 on the last day of each fiscal year end beginning September 30, 2019. On December 28, 2018, ABE South Dakota entered into a Limited Waiver and Deferral Agreement and Fourth Amendment to the 2015 Credit Agreement (“Fourth Amendment”) to defer three future principal payments and waive and temporarily amend certain future covenants. The Fourth Amendment included the following covenant waivers and amendments: (i) defer the next three principal payments due January 1, April 1, and July 1, 2019 until the Term Loan maturity date on January 1, 2021; (ii) waive the Fixed Charge Coverage Ratio at September 30, 2019, (iii) amend the Working Capital Covenant to $4 million at December 31, 2018 and subsequent months until increasing to $5 million at September 30, 2020, and increasing to $12 million at September 30, 2021, (iv) waive the September 30, 2019 Debt to EBITDA Ratio, and (v) add a Cash Sweep Covenant whereby ABE South Dakota would be required to pay additional principal at the end of each fiscal year in the amount of 30 percent of Free Cash Flow. In order for a Cash Sweep payment to be made, ABE South Dakota must remain in compliance with all covenants before and after the payment. Free Cash Flow is defined as: fiscal year EBITDA less interest expense, scheduled principal payments, and non-financed maintenance capital expenditures. The Fourth Amendment would also restrict future dividend payments until all covenants revert back to originally set levels. Subsequent to the Third and Fourth Amendments described above, ABE South Dakota evaluated projected covenant compliance for the 12 month period following September 30, 2018. Based on this evaluation, ABE South Dakota determined compliance over the next 12 month period is reasonably possible and, as a result, has recognized debt as both current (when payment is due within 12 months of year-end) and long-term on its financial statements. 2010 Senior Credit Agreement ABE South Dakota entered into an Amended and Restated Senior Credit Agreement (the “2010 Senior Credit Agreement”), effective as of June 18, 2010, and amended on December 9, 2011, which was accounted for under troubled debt restructuring rules. The 2010 Senior Credit Agreement was executed among ABE South Dakota, the lenders from time to time party thereto, and an Administrative Agent and Collateral Agent. The 2010 Senior Credit Agreement converted the outstanding principal amount of the loans and certain other amounts under interest rate protection agreements to a senior term loan. The interest accrued on outstanding term and working capital loans under the previous credit agreement were reduced to zero. ABE South Dakota agreed to pay a $3.0 million restructuring fee to the lender due at the earlier of March 31, 2016 and the date on which the loans are repaid in full. ABE South Dakota recorded the restructuring fee as non-interest bearing debt on its consolidated balance sheets. See “Additional Carrying Value of Restructured Debt” below. The principal amount of the term loan facility was payable in quarterly payments of $750,000, with the remaining principal amount fully due and payable on March 31, 2016. During the year ended September 30, 2015, ABE South Dakota made debt sweep payments totaling $8.0 million in addition to its scheduled principal payments of $3.0 million. ABE South Dakota was also obligated to pay the remaining $68,750 installment of a $275,000 waiver fee to the senior lenders on March 31, 2016. The Company recorded this fee as non-interest bearing debt on its consolidated balance sheet and is included in the Restructuring Fee category in the above debt tables net of the unamortized portion. ABE South Dakota had the option to select the interest rate on the senior term loan between base rate and euro-dollar rates for maturities of one to six months. Base rate loans bear interest at the administrative agent’s base rate plus an applicable margin of 3.0%. Euro-dollar loans bear interest at LIBOR plus the applicable margin of 4.0%. As of September 30, 2015, ABE South Dakota had selected the LIBOR plus 4.0% rate for a period of one month. ABE South Dakota’s obligations under the 2010 Senior Credit Agreement were secured by a first-priority security interest in the equity and assets of ABE South Dakota. In connection with closing, ABE South Dakota paid in full all amounts outstanding under the 2010 Senior Credit Agreement, including $29.0 million of principal, accrued interest, the $3.0 restructuring fee, and the waiver fee of $68,750, and all security interests of the prior lenders were extinguished. Additional Carrying Value of Restructured Debt Since the future maximum undiscounted cash payments on the 2010 Senior Credit Agreement (including principal, interest and the restructuring fee) exceeded the adjusted carrying value at the time of the June 2010 restructuring, no gain for the forgiven interest was recorded, the carrying value was not adjusted and the modification of terms was accounted for on a prospective basis, via a new effective interest calculation, amortized over the life of the note, offsetting interest expense. As a result of the final payoff of the 2010 Credit Agreement in December 2015, the carrying value of the debt exceeded the scheduled principal and interest payments remaining over the term of the loan. As a result, a gain of $0.3 million was recognized in fiscal 2016. ABE Letter of Credit In connection with the execution of a rail car sublease, the Company, as parent of ABE South Dakota agreed to post a $2.5 million irrevocable and non-transferable standby letter of credit in May 2012 for the benefit of its ethanol marketer as security for the payment obligations of ABE South Dakota. The Company deposited $2.5 million in a restricted account as collateral for this letter of credit and classified it as restricted cash. Effective May 15, 2014, the letter of credit and corresponding deposit of collateral was decreased by $1.0 million in conjunction with an amendment to the rail car sublease. Effective June 27, 2016, the letter of credit and corresponding deposit of collateral was decreased by $0.5 million in conjunction with an amendment to the rail car sublease. Effective July 31, 2018, the letter of credit was terminated and the corresponding collateral requirement was eliminated. |