v3.26.1
Note 7 - Long-Term Debt
9 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Long-Term Debt [Text Block]

7.

Long-Term Debt

 

Long-term debt consists of the following:

 

  

June 30, 2026

  

September 30, 2025

 
  

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  $79,646  $30,500,000  $86,887 

Unsecured term note payable at 3.58%, due October 2, 2027

  8,000,000   6,020   8,000,000   9,632 

Unsecured term note payable at 4.41%, due March 28, 2031

  10,000,000   14,880   10,000,000   17,229 

Unsecured term note payable at 3.60%, due December 6, 2029

  10,000,000   12,330   10,000,000   14,971 

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   15,972   10,000,000   22,612 

Unsecured delayed-draw term note payable at Term SOFR plus 1.00%, due August 20, 2029 (swap rate at 5.13%)

     20,908       

Midstream:

                

Unsecured term note payable at Term SOFR plus 1.55%, due September 5, 2032 ($2.8M swap rate at 2.443% and $34.3M swap rate at 5.061%)

  37,062,832   130,124   38,600,000   171,362 

Unsecured term note payable at Term SOFR plus 1.55%, due September 5, 2032 (swap rate at 5.061%)

  14,402,655   50,566   15,000,000   66,592 

Revolving credit facility at Term SOFR plus 1.75%, due September 5, 2030 ("Southgate")

  405,233   4,706   4,215   5,553 

Revolving credit facility at Term SOFR plus 1.75%, due September 5, 2030 ("Boost")

  614,942   9,285      10,956 

Total long-term debt

  135,985,662   344,437   137,104,215   405,794 

Less: current maturities of long-term debt

  (2,846,018)     (2,846,018)   

Total long-term debt, net current maturities

 $133,139,644  $344,437  $134,258,197  $405,794 

 

On June 2, 2026, Roanoke Gas entered into an unsecured delayed-draw promissory note through a Fourth Amendment to the loan agreement in the principal amount of $15 million.  Under the provisions of the loan agreement, Roanoke Gas can draw the funds at any time through September 20, 2026.  The Company intends to draw the full amount on August 20, 2026 and the proceeds will be used to repay a maturing note of equal amount.  Accordingly, the maturing note has been classified as long-term as of June 30, 2026.  The delayed-draw promissory note has an interest rate of Term SOFR plus 1.00%, with interest paid monthly, and matures on  August 20, 2029.  The loan agreement included a 0.10% origination fee.

 

On September 5, 2025, Midstream established new amortizing term notes with two banks in the initial amounts of $38.6 million and $15 million, which refinanced and replaced all of Midstream's outstanding debt.  The interest rate on the new term notes is one month Term SOFR plus 1.55% with interest payable monthly.  The term notes also included a 0.3% origination fee and 0.1% annual fee.  Quarterly principal payments are due each October, January, April and July, and repayment terms are based on a schedule aligned with the terms of the MVP shipper agreements, which expire June 2044.  The term notes mature on September 5, 2032.  Also, on September 5, 2025, Midstream executed two interest rate swap agreements initially totaling $35.6 million, which corresponds to the term and draw provisions of the term note agreement and effectively converts that portion of the variable rate note to a fixed rate instrument with an effective annual interest rate of 5.061%.  The two existing interest rate swaps will remain in place, have been redesignated, and when combined with the new interest rate swap agreements, hedged Midstream's unsecured notes. 

 

Additionally, on September 5, 2025, Midstream entered into a loan agreement for the MVP Southgate extension and MVP Boost expansion that can be drawn to principal amounts of $1.85 million and $3.65 million, respectively, (the "Notes").  The notes bear an interest rate of Term SOFR plus 1.75% subject to adjustment to Term SOFR plus 1.55% upon meeting certain milestones.  The notes mature on September 5, 2030, at which time the outstanding principal balance on each note is due.  The loan agreement included a 0.25% origination fee. 

 

 

Debt issuance costs are amortized over the life of the related debt.  As of June 30, 2026 and  September 30, 2025, the Company also had an unamortized loss on the early retirement of debt of $942,044 and $1,027,684, 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, $10 million, $53.6 million, $1.85 million and $3.65 million notes 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.  The Company was in compliance with all debt covenants as of  June 30, 2026 and September 30, 2025