Revolving Loan/Credit Agreements | 9 Months Ended |
Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Revolving Loan/Credit Agreements | ' |
Revolving Loan/Credit Agreements |
FCSA/CoBank |
The Company entered into a credit agreement with Farm Credit Services of America, FLCA (“ FCSA ”) and CoBank, ACB, as cash management provider and agent (“CoBank ”) which provides the Company with a term loan in the amount of $30,000,000 (the “ Term Loan ”) and a revolving term loan in the amount of up to $36,000,000 (the “ Revolving Term Loan ,” together with the Term Loan, the “ FCSA Credit Facility ”). The FCSA Credit Facility is secured by a security interest on all of the Company’s assets. |
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The Term Loan provides for payments by the Company to FCSA of quarterly installments of $1,500,000 each, beginning on December 20, 2014 with a maturity date of September 20, 2019. The Revolving Term Loan has a maturity date of June 1, 2023 and requires reductions in principal availability in increments of $6,000,000 each June 1 commencing on June 1, 2020. Under the FCSA Credit Facility, the Company has the right to select from the several LIBOR based interest rate options with respect to each of the Term Loan and the Revolving Term Loan. |
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As of June 30, 2014 , there was $40.0 million outstanding under the FCSA Credit Facility, with $26.0 million available under the Revolving Term Loan. |
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AgStar |
The Company originally entered into a Credit Agreement, with AgStar Financial Services, PCA (“AgStar”) and a group of lenders for $126,000,000 senior secured debt, consisting of a $101,000,000 term loan, a term revolver of up to $10,000,000 and a revolving working capital term facility of up to $15,000,000. |
As of September 30, 2013, the outstanding balance under the Credit Agreement was $68,837,175. |
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All outstanding principal under the AgStar Credit Facility was paid off on June 24, 2014 with proceeds from the FSCA Credit Facility and the AgStar Credit Agreement was retired. |
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Bunge |
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Effective June 23, 2014, the Company amended and restated its Subordinated Term Loan Note by and between the Company and Bunge (the “ Bunge Term Loan Note ”). The Bunge Term Loan Note provides a loan in the principal amount of $19,517,137 and matures on July 1, 2023. Interest under the Bunge Term Loan Note payable is calculated at a rate of Six and One Quarter Percent (6.25%) over LIBOR. Interest under the Bunge Term Loan Note is due and payable quarterly commencing on September 30, 2014. The Company may prepay any or all of the outstanding principal balance on the Bunge Term Loan Note at any time with thirty (30) days prior written notice to Bunge without penalty or premium. As under the prior Subordinated Term Loan Note between Bunge and the Company, Bunge may convert any or all of a portion of the outstanding principal to Series U Units of the Company at a price of $3,000 per unit at its option upon fifteen (15) days prior notice to the Company by Bunge. As part of the amendment and restatement, the Company paid a total of $19,922,241 of principal and accrued interest on the outstanding loan, extended the term as indicated and reduced the interest rate from Seven and One Half Percent (7.5%) over LIBOR to the indicated rate. |
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As of June 30, 2014 and September 30, 2013, there was $24,601 and $491,957 of accrued interest (included in accrued expenses, related parties) due to Bunge, respectively. Interest on the renewed note accrues monthly and is payable quarterly. |
The Company had a revolving note with Bunge with a balance as of September 30, 2013 of $5,000,000, which was not renewed June 23, 2014. |
ICM |
Effective June 23, 2014, the Company amended and restated its Subordinated Term Loan Note by and between the Company and ICM (the “ ICM Term Loan Note ”). The ICM Term Loan Note provides a loan in the principal amount of $6,726,758. The ICM Term Loan Note matures on July 1, 2023. Interest under the ICM Term Loan Note is calculated at a rate of Six and One Quarter Percent (6.25%) per annum over LIBOR. Interest under the ICM Term Loan Note is due and payable quarterly commencing on September 30, 2014. The Company may prepay any or all of the outstanding principal balance on the ICM Term Loan Note at any time with thirty (30) days prior written notice to ICM without penalty or premium. As under the prior Subordinated Term Loan Note by and between ICM and the Company, ICM may convert any or all of a portion of the outstanding principal to Series C Units of the Company at a price of $3,000 per unit at its option upon fifteen (15) days prior notice to the Company by ICM. As part of the amendment and restatement, the Company paid a total of $6,866,381 of principal and accrued interest on the outstanding loan, extended the term as indicated and reduced the interest rate from Seven and One Half Percent (7.5%) over LIBOR to the indicated rate. |
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As of June 30, 2014 and September 30, 2013, there was $8,479 and $169,557 of accrued interest due (included in accrued expenses, related parties) to ICM, respectively. |
Loss from debt extinguishment |
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As a result of amending and restating the Bunge and ICM Subordinated Term Loan (Subdebt) agreements on June 23, 2014 to a new maturity date, the Company evaluated the change under the debt modification accounting guidance for an instrument with an embedded conversion feature. As a result of this evaluation, the Company determined an extinguishment occurred, which required determination of the fair value of the related debt. The Company determined that the Subdebt fair value exceeded the face value by approximately $10.1 million due to the substantial premium contained in the conversion feature resulting in loss on debt extinguishment. Due to the substantial premium on the conversion feature in accordance with ASC 470-20-25-13, the resulting offset to the loss was reflected as an increase to members’ equity with the debt remaining at face value. |
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Notes payable |
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Notes payable consists of the following: |
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| June 30, 2014 | | September 30, 2013 |
| (000's) | | (000's) |
$300,000 Note payable to IDED, a non-interest bearing obligation with monthly payments of $2,500 due through the maturity date of March 26, 2016 on the non-forgivable portion. | $ | 197 | | | $ | 220 | |
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Note payable to affiliate Bunge bearing interest at LIBOR plus 6.25% (6.48260% at June 30, 2014); maturity on July 1, 2023. | 19,517 | | | 36,765 | |
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Note payable to affiliate ICM bearing interest at LIBOR plus 6.25% (6.48260% at June 30, 2014); maturity on July 1, 2023. | 6,727 | | | 12,671 | |
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Capital leases payable to AgStar bearing interest at 3.088% matures May 15, 2015. | 30 | | | 53 | |
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Term facility payable to FSCA bearing interest at LIBOR plus 3.35% (3.50% at June 30, 2014); maturity date of September 20, 2019. | 30,000 | | | — | |
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Term Revolver payable to FSCA bearing interest at LIBOR plus 3.35% (3.50% at June 30, 2014); maturity at June 1, 2023. | 10,000 | | | — | |
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Convertible Notes payable to unit holders was retired or converted May 31, 2014 | — | | | 552 | |
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Term facility payable to AgStar was retired June 24, 2014. | — | | | 28,232 | |
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Term facility payable to AgStar was retired June 24, 2014. | — | | | 30,606 | |
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Term revolver payable to AgStar was retired June 24, 2014. | — | | | 10,000 | |
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Revolving line of credit payable to Bunge was retired June 24, 2014. | — | | | 5,000 | |
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| 66,471 | | | 124,099 | |
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Less Current Maturities | 4,523 | | | 123,887 | |
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Total Long Term Debt | 61,948 | | | 212 | |
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The approximate aggregate maturities of notes payable as of June 30, are as follows: |
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2014 | $ | 4,523 | | | | | |
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2015 | 6,052 | | | | | |
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2016 | 6,152 | | | | | |
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2017 | 6,000 | | | | | |
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2018 | 6,000 | | | | | |
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2019 and Thereafter | 37,744 | | | | | |
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Total | $ | 66,471 | | | | | |
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