Quarterly report pursuant to Section 13 or 15(d)

6. Debt

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6. Debt
9 Months Ended
Sep. 30, 2017
Debt Disclosure [Abstract]  
Debt

Long-term borrowings are summarized as follows (in thousands):

 

    September 30, 2017     December 31, 2016  
Kinergy line of credit   $ 43,973     $ 49,862  
Pekin term loan     57,000       64,000  
Pekin revolving loan     32,000       32,000  
ICP term loan     24,000        
ICP revolving loan     18,000        
Pacific Aurora line of credit           1,000  
Parent notes payable     68,948       55,000  
      243,921       201,862  
Less unamortized debt discount     (1,590 )     (1,626 )
Less unamortized debt financing costs     (2,027 )     (1,708 )
Less short-term portion     (20,000 )     (10,500 )
Long-term debt   $ 220,304     $ 188,028  

 

Kinergy Operating Line of Credit – On August 2, 2017, Kinergy increased its revolving line of credit from $85 million to $100 million. As of September 30, 2017, Kinergy had additional borrowing availability under its credit facility of $22,410,000.

 

Changes to Pekin Credit Facilities On August 7, 2017, PE Pekin amended its term and revolving credit facilities by agreeing to increase the interest rate under the facilities by 25 basis points to an annual rate equal to the 30-day LIBOR plus 4.00%. PE Pekin and its lender also agreed that PE Pekin is required to maintain working capital of not less than $17.5 million from August 31, 2017 through December 31, 2017 and working capital of not less than $20.0 million from January 1, 2018 and continuing at all times thereafter. In addition, the required Debt Service Coverage Ratio was reduced to 0.15 to 1.00 for the fiscal year ending December 31, 2017.

 

ICP Credit Facilities On September 15, 2017, ICP, Compeer Financial, PCA (“Lender”), and CoBank, ACB (“Agent”) entered into a Credit Agreement (“ICP Credit Agreement”). Under the ICP Credit Agreement, the Lender agreed to extend to ICP a term loan in the amount of $24,000,000 and a revolving loan in an amount of up to $18,000,000.

 

Under the term loan, ICP is to use the proceeds of the loan to refinance the Seller Notes. ICP is to make amortizing principal payments in sixteen equal consecutive quarterly installments of $1,500,000 each until September 20, 2021, at which time the entire remaining balance is due and payable. Interest on the unpaid principal amount of the term loan accrues at a rate equal to 3.75% plus the one-month LIBOR index rate.

 

Under the revolving loan, ICP is to use the proceeds of the revolving term facility to refinance the Seller Notes and for ICP’s working capital needs. The revolving loan matures on September 1, 2022. The revolving loan gives ICP the right, in ICP’s sole discretion, to permanently reduce from time to time the revolving term commitment in increments of $500,000 by giving the Agent ten days prior written notice.

 

The revolving loan requires ICP to pay the Agent a nonrefundable commitment fee equal to 0.75% per annum multiplied by the average daily positive difference between the amounts of (i) the revolving term commitment, minus (ii) the aggregate principal amount of all loans outstanding under the revolving loan. Interest on the unpaid principal amount of the loan accrues, pursuant to ICP’s election of the LIBOR Index Option, at a rate equal to 3.75% plus the one-month LIBOR index rate.

 

Under the terms of the credit facilities, ICP is required to maintain working capital of not less than $8.0 million. In addition, ICP is required to maintain an annual debt coverage ratio of not less than 1.5 to 1.0 beginning for the year ending December 31, 2018.

 

Changes to Pacific Aurora Credit Facility On September 1, 2017, Pacific Aurora and its lender agreed that Pacific Aurora is required to maintain working capital of not less than $18.0 million from September 30, 2017 through February 28, 2018 and working capital of not less than $20.0 million from March 1, 2018 and continuing at all times thereafter. In addition, the required Debt Service Coverage Ratio was reduced to 0.00 to 1.00 for the fiscal year ending December 31, 2017 and 1.50 to 1.00 for the fiscal year ending December 31, 2018.

 

Parent Notes Payable – On June 26, 2017, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with five accredited investors (the “Investors”) and a related Consent of Holders and Amendment of Senior Secured Notes with the Investors and holders of the Company’s senior secured notes issued on December 15, 2016 (“Prior Senior Notes”). On June 30, 2017, under the terms of the Note Purchase Agreement, the Company sold $13,948,000 in aggregate principal amount of its senior secured notes (the “Senior Notes”) to the Investors in a private offering for aggregate gross proceeds of 97% of the principal amount of the Senior Notes sold. Upon issuance, the Company recorded $418,000 in unamortized debt discount.

 

Distribution Restrictions – At September 30, 2017, there were $305,660,000 of net assets of the Company’s subsidiaries that were not available to be transferred to Pacific Ethanol in the form of dividends, loans or advances due to restrictions contained in the credit facilities of the Company’s subsidiaries.