9.  Long-Term Debt

 

NY Green Bank Loan

 

The Company, and its subsidiaries Emerging Power Inc. and Emergent Power Inc., are parties to a loan and security agreement with NY Green Bank, a Division of the New York State Energy Research & Development Authority (NY Green Bank), providing for a secured term loan facility in the amount of $45.0 million (Term Loan Facility). The Term Loan Facility was initially entered in December 2016 and provided for a term loan of $25 million. The Term Loan Facility was amended in July 2017 to provide for an additional $20.0 million term loan, increasing the size of the total commitment to $45.0 million. The new Term Loan Facility will be repaid primarily as the Company’s various restricted cash reserves are released over the term of the facility. In June 2018, the timing and amount of the remaining principal payments were modified. On December 31, 2018, the outstanding principal balance under the Term Loan Facility was $17.2 million.

 

Advances under the Term Loan Facility bear interest at a rate equal to the sum of the LIBOR rate for the applicable interest period, plus applicable margin of 9.5%. The interest rate at December 31, 2018 was approximately 11.9%. The term of the loan is three years, with a maturity date of December 23, 2019. As of December 31, 2018, the remaining balance of $17.2 million is scheduled to be repaid during the year ending December 31, 2019.  These payments will be funded in part by restricted cash released, as described in Note 18, Commitments and Contingencies.

 

Interest and a varying portion of the principal amount is payable on a quarterly basis and the entire then outstanding principal balance of the Term Loan Facility, together with all accrued and unpaid interest, is due and payable on the maturity date.  On the maturity date, the Company may also be required to pay additional fees of up to $1.8 million if the Company is unable to meet certain goals related to the deployment of fuel cell systems in the State of New York and increasing the Company’s number of full-time employees in the State of New York.  The Company is currently on track to meet those goals.

 

The Term Loan Facility is secured by substantially all of the Company’s and the guarantor subsidiaries’ assets, including, among other assets, all intellectual property, all securities in domestic subsidiaries and 65% of the securities in foreign subsidiaries, subject to certain exceptions and exclusions.

 

The Term Loan Facility contains covenants, including, among others, (i) the provision of annual and quarterly financial statements, management rights and insurance policies and (ii) restrictions on incurring debt, granting liens, making acquisitions, making loans, paying dividends, dissolving, and entering into leases and asset sales.  The Term Loan Facility also provides for events of default, including, among others, payment, bankruptcy, covenant, representation and warranty, change of control, judgment and material adverse effect defaults at the discretion of the lender.

 

The Term Loan Facility provides that if there is an event of default due to the Company’s insolvency or if the Company fails to perform, in any material respect, the servicing requirements for fuel cell systems under certain customer agreements, which failure would entitle the customer to terminate such customer agreement, replace the Company or withhold the payment of any material amount to the Company under such customer agreement, then the NY Green Bank has the right to cause a wholly owned subsidiary of the Company to replace the Company in performing the maintenance services under such customer agreement.