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Debt Obligations
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Debt Obligations
Debt Obligations
 
 
As of
(in thousands)
 
September 30, 2019
 
December 31, 2018
Senior Term Loan due December 2021, related party
 
$
46,000

 
$
70,000

Less: net unamortized debt issuance costs
 
(1,380
)
 
(1,990
)
Less: net unamortized debt discount
 
(1,338
)
 
(2,052
)
Senior Term Loan due December 2021, net
 
43,282

 
65,958

Finance lease obligations (1)
 
7,066

 
8,167

 
 
50,348

 
74,125

Less: Current maturities
 
(24,072
)
 
(24,067
)
Total long-term debt
 
$
26,276

 
$
50,058

(1) As of December 31, 2018, obligations related to capital lease obligations as defined in ASC 840.
Senior Term Loan
On December 7, 2018, the Company, and ADA-ES, Inc. ("ADA"), a wholly-owned subsidiary, and certain other subsidiaries of the Company as guarantors, The Bank of New York Mellon as administrative agent, and Apollo Credit Strategies Master Fund Ltd and Apollo A-N Credit Fund (Delaware) L.P. (collectively "Apollo"), affiliates of a beneficial owner of greater than five percent of the Company's common stock and a related party, entered into the Senior Term Loan in the amount of $70.0 million less original issue discount of $2.1 million. Proceeds from the Senior Term Loan were used to fund the Carbon Solutions Acquisition as disclosed in Note 2. The Company also paid debt issuance costs of $2.0 million related to the Senior Term Loan. The Senior Term Loan has a term of 36 months and bears interest at a rate equal to 3-month LIBOR (subject to a 1.5% floor) + 4.75% per annum, which is adjusted quarterly to the current 3-month LIBOR rate, and interest is payable quarterly in arrears. Quarterly principal payments of $6.0 million were required beginning in March 2019, and the Company may prepay the Senior Term Loan at any time without penalty. The Senior Term Loan is secured by substantially all of the assets of the Company, including the cash flows from Tinuum Group and Tinuum Services (collectively, the "Tinuum Entities"), but excluding the Company's equity interests in the Tinuum entities.
The Senior Term Loan includes, among others, the following covenants: (1) Beginning December 31, 2018 and as of the end of each fiscal quarter thereafter, the Company must maintain a minimum cash balance of $5.0 million and shall not permit "expected future net cash flows from the refined coal business" (as defined in the Senior Term Loan) to be less than 1.75 times the outstanding principal amount of the Senior Term Loan; (2) Beginning in January 2019, annual collective dividends and buybacks of Company shares in an aggregate amount, not to exceed $30.0 million, is permitted so long as (a) no default or event of default exists under the Senior Term Loan and (b) expected future net cash flows from the refined coal business as of the end of the most recent fiscal quarter exceed $100.0 million.
Line of Credit
On September 30, 2018, ADA, as borrower, the Company, as guarantor, and a bank (the "Lender") entered into an amendment (the "Twelfth Amendment") to the 2013 Loan and Security Agreement (the "Line of Credit"). The Twelfth Amendment decreased the borrowing availability of the Line of Credit to $5.0 million due to decreased collateral requirements, extended the maturity date of the Line of Credit to September 30, 2020 and permitted the Line of Credit to be used as collateral (in place of restricted cash) for letters of credit ("LC's") up to $5.0 million related to equipment projects and certain other agreements. Under the Twelfth Amendment, there was no minimum balance requirement based on the Company meeting certain conditions and maintaining minimum trailing twelve-month EBITDA (earnings before interest, taxes, depreciation and amortization), as previously defined in the "Eleventh Amendment" to the Line of Credit, of $24.0 million.
On December 7, 2018, ADA, as borrower, the Company, as guarantor, and the Lender entered into an amendment to the Line of
Credit, which provided, among other things, for ADA to be able to enter into the Senior Term Loan as a guarantor so long as
the principal amount of the Senior Term Loan did not exceed $70.0 million. Additionally, the financial covenants in the Line
of Credit were amended and restated to be consistent with the aforementioned Senior Term Loan covenants, including
maintaining a minimum cash balance of $5.0 million.
As of September 30, 2019, there were no outstanding borrowings under the Line of Credit.