Long-term Debt | 4. Long-term Debt A summary of long-term debt is as follows (in thousands, except percentages): December 31, 2018 December 31, September 30, Interest Rate 2018 2018 ABE South Dakota: Senior debt principal - fixed 6.40% $ 9,000 $ - Senior debt principal - variable 5.82% 10,900 20,000 Deferred financing costs N/A (238 ) (262 ) Total outstanding (stated principal) $ 19,662 $ 19,738 The estimated maturities of debt are as follows (in thousands): Senior Debt Deferred Due By December 31: Principal Financing Total 2019 $ 1,250 $ (98 ) $ 1,152 2020 4,650 (105 ) 4,545 2021 14,000 (9 ) 13,991 2022 - (10 ) (10 ) 2023 - (9 ) (9 ) 2024 - (7 ) (7 ) Total debt $ 19,900 $ (238 ) $ 19,662 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 fixed interest rate (“Fixed Rate”) at December 31, 2018. The Fixed Rate was equal to 6.40%. On October 26, 2018, the Company elected to lock in a fixed rate of 6.4%, rather than a variable rate, on the remaining balance of the Term Loan. On January 2, 2019, the Company entered into an Interest Rate Conversion Agreement with AgCountry, whereby the Fixed Rate of 6.40% was reduced to 6.32% for the remainder of the loan term. The Company may elect one or more fixed or adjustable interest rates, rather than a variable rate, based on AgCountry’s cost of funds at the time of the election, plus a margin of 350 basis points. 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 was originally scheduled to be fully amortized over five years with the final payment on January 1, 2021. As described below, the payments originally due in January, April, and July 2019 have been deferred and are now due at the end of the term, or January 1, 2021. At December 31, 2018, the balance of the Term Loan was $9.0 million. The $10.0 Revolving Term Facility has a variable interest rate (“Variable Rate”) equal to the one-month LIBOR rate plus an initial “Margin” of 350 basis points. At December 31, 2018, t he Variable Rate was equal to the one-month LIBOR rate of 2.32% plus a Margin of 350 basis points. 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. At December 31, 2018, the principal balance of all outstanding loans was $19.9 million, and the unfunded commitment level was $4.1 million. 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 includes customary financial and non-financial covenants that limit capital expenditures, distributions and debt and require minimum working capital, current ratio, debt to EBITDA, and fixed charge coverage ratios. 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 due on July 1, 2024. At December 31, 2018, $0.9 million 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 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 December 31, 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. 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. |