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Long-Term Debt, Financing Leases and Other Borrowings
6 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Long-Term Debt, Financing Leases and Other Borrowings

8.

Long-Term Debt, Financing Leases and Other Borrowings

Long-term debt as of March 31, 2020 and September 30, 2019, consisted of the following (in thousands):

 

 

 

March 31,

 

 

September 30,

 

 

 

2020

 

 

2019

 

Notes payable to financial institution, collateralized by the underlying

 

 

 

 

 

 

 

 

aircraft, due 2022(1)(2)

 

$

41,472

 

 

$

49,795

 

Notes payable to financial institution, collateralized by the underlying

 

 

 

 

 

 

 

 

aircraft, due 2024(3)

 

 

55,674

 

 

 

60,761

 

Senior and subordinated notes payable to secured parties, collateralized

 

 

 

 

 

 

 

 

by the underlying aircraft, due 2027(4)

 

 

105,540

 

 

 

110,912

 

Notes payable to secured parties, collateralized by the underlying

 

 

 

 

 

 

 

 

aircraft, due 2028(5)

 

 

181,776

 

 

 

191,168

 

Senior and subordinated notes payable to secured parties, collateralized

 

 

 

 

 

 

 

 

by the underlying aircraft, due 2028(6)

 

 

145,592

 

 

 

152,945

 

Senior and subordinated notes payable to secured parties, collateralized

 

 

 

 

 

 

 

 

by the underlying aircraft, due 2022(7)

 

 

59,868

 

 

 

71,998

 

Senior and subordinated notes payable to secured parties, collateralized

 

 

 

 

 

 

 

 

by the underlying aircraft, due 2022(8)

 

 

38,903

 

 

 

47,309

 

Notes payable to financial institution, collateralized by the underlying

 

 

 

 

 

 

 

 

equipment, due 2020(9)

 

 

829

 

 

 

1,659

 

Notes payable to financial institution due 2020(10)

 

 

1,523

 

 

 

2,329

 

Notes payable to financial institution, collateralized by the underlying

 

 

 

 

 

 

 

 

equipment, due 2020(11)

 

 

4,182

 

 

 

6,962

 

Other obligations due to financial institution, collateralized by the underlying

 

 

 

 

 

 

 

 

equipment, due 2023(12)

 

 

7,904

 

 

 

8,530

 

Notes payable to financial institution, collateralized by the underlying

 

 

 

 

 

 

 

 

equipment, due 2024(13)

 

 

71,865

 

 

 

80,153

 

Notes payable to financial institution, collateralized by the underlying

 

 

 

 

 

 

 

 

aircraft, due 2023(14)

 

 

56,875

 

 

 

65,625

 

Notes payable to financial institution due 2023 (15)

 

 

7,000

 

 

 

8,000

 

Working capital draw loan, used to cover operational needs (16)

 

 

23,000

 

 

 

 

Gross long-term debt, including current maturities

 

 

802,003

 

 

 

858,145

 

Less unamortized debt issuance costs

 

 

(14,039

)

 

 

(14,822

)

Net long-term debt, including current maturities

 

 

787,964

 

 

 

843,323

 

Less current portion

 

 

(168,171

)

 

 

(165,900

)

Net long-term debt

 

$

619,793

 

 

$

677,423

 

 

(1) 

In fiscal 2007, the Company financed three CRJ-900 and three CRJ-700 aircraft for $120.3 million. The debt bears interest at the monthly LIBOR plus 2.25% (3.24% at March 31, 2020) and requires monthly principal and interest payments.

(2) 

In fiscal 2014, the Company financed ten CRJ-900 aircraft for $88.4 million. The debt bears interest at the monthly LIBOR plus a spread ranging from 1.95% to 7.25% (2.94% to 8.24% at March 31, 2020) and requires monthly principal and interest payments. In fiscal 2018, the Company repaid $40.0 million related to four CRJ-900 aircraft.

(3) 

In fiscal 2014, the Company financed eight CRJ-900 aircraft with $114.5 million in debt. The debt bears interest at 5.00% and requires monthly principal and interest payments.

(4) 

In fiscal 2015, the Company financed seven CRJ-900 aircraft with $170.2 million in debt. The senior notes payable of $151.0 million bear interest at monthly LIBOR plus 2.71% (3.7% at March 31, 2020) and require monthly principal and interest payments. The subordinated notes payable are noninterest-bearing and become payable in full on the last day of the term of the notes. The Company has imputed an interest rate of 6.25% on the subordinated notes payable and recorded a related discount of $8.1 million, which is being accreted to interest expense over the term of the notes.

(5) 

In fiscal 2016, the Company financed ten E-175 aircraft with $246.0 million in debt under an EETC financing arrangement (see discussion below). The debt bears interest ranging from 4.75% to 6.25% and requires semi-annual principal and interest payments.

(6) 

In fiscal 2016, the Company financed eight E-175 aircraft with $195.3 million in debt. The senior notes payable of $172.0 million bear interest at the three-month LIBOR plus a spread ranging from 2.20% to 2.32% (3.65% to 3.77% at March 31, 2020) and require quarterly principal and interest payments. The subordinated notes payable bear interest at 4.50% and require quarterly principal and interest payments.

(7) 

In June 2018, the Company refinanced six CRJ-900 aircraft with $27.5 million in debt and financed nine CRJ-900 aircraft, which were previously leased, with $69.6 million in debt. The senior notes payable of $65.8 million bear interest at the three-month LIBOR plus 3.50% (4.95 % at March 31, 2020) and require quarterly principal and interest payments. The subordinated notes payable of $29.8 million bear interest at three month LIBOR plus 7.50% (8.95% at March 31, 2020) and require quarterly principal and interest payments.

(8)

In December 2017, the Company refinanced nine CRJ-900 aircraft with $74.9 million in debt. The senior notes payable of $46.9 million bear interest at the three-month LIBOR plus 3.50% (4.95% at March 31, 2020) and require quarterly principal and interest payments. The subordinated notes payable bear interest at the three-month LIBOR plus 4.50% (5.95% at March 31, 2020) and require quarterly principal and interest payments.

(9)

In fiscal 2015, the Company financed certain flight equipment with $8.3 million in debt. The debt bears interest at 5.163% and requires monthly principal and interest payments.

(10)

In fiscal 2015 and 2016, the Company financed certain flight equipment maintenance costs with $10.2 million in debt. The debt bears interest at the three-month LIBOR plus 3.07% (4.52% at March 31, 2020) and requires quarterly principal and interest payments.

(11) 

In fiscal 2016-2019, the Company financed certain flight equipment maintenance costs with $26.1 million in debt. The debt bears interest at the three-month LIBOR plus a spread ranging from 2.93% to 3.21% (4.38% to 4.66% at March 31, 2020) and requires quarterly principal and interest payments. The debt is subject to a fixed charge ratio covenant. As of March 31, 2020, the Company was in compliance with this covenant.

12) 

In February 2018, the Company leased two spare engines. The leases were determined to be capital as the leases contain a bargain purchase option at the end of the term. Imputed interest is 9.128% and the leases requires monthly payments.

(13) 

In January 2019, the Company financed certain flight equipment with $91.2 million in debt. The debt bears interest at the monthly LIBOR plus 3.10% (4.09% at March 31, 2020) and requires monthly principal and interest payments.

(14) 

In June 2019, the Company financed ten CRJ-700 aircraft with $70.0 million in debt, which were previously leased. The debt bears interest at the monthly LIBOR plus 5.00% (5.99% at March 31, 2020) and requires monthly principal and interest payments. The interest rate reduced from 5.25% to 5.00% in 1st quarter, 2020 due to United Airlines extension of CRJ-700.

(15) 

On September 27,2019, the Company financed certain flight equipment for $8.0 million. The debt bears interest at the monthly LIBOR plus 5.00% (5.99% at March 31, 2020) and requires monthly principal and interest payments. The interest rate reduced from 5.25% to 5.00% in 1st quarter, 2020 due to United Airlines extension of CRJ-700.  

(16)

On September 25, 2019, the company extended the term on their $35.0 million working capital draw loan by three years, which now terminates in September 2022. Interest is assessed on drawn amounts at one-month LIBOR plus 5.24%. In 2nd quarter, 2020, $23.0 million was drawn to cover operational needs.

 

 

Principal maturities of long-term debt as of March 31, 2020, and for each of the next five years are as follows (in thousands):

 

Periods Ending March 31,

 

Total Principal

 

Remainder of 2020

 

$

168,170

 

2021

 

 

160,080

 

2022

 

 

149,834

 

2023

 

 

89,635

 

2024

 

 

58,131

 

Thereafter

 

 

176,153

 

 

 

$

802,003

 

 

The net book value of collateralized aircraft and equipment as of March 31, 2020 was $1,168.0 million.

In December 2015, an Enhanced Equipment Trust Certificate ("EETC") pass-through trust was created to issue pass-through certificates to obtain financing for new E-175 aircraft. At March 31, 2020 Mesa has $181.8 million of equipment notes outstanding issued under the EETC financing included in long-term debt on the condensed consolidated balance sheets. The structure of the EETC financing consists of a pass-through trust created by Mesa to issue pass-through certificates, which represent fractional undivided interests in the pass-through trust and are not obligations of Mesa.

The proceeds of the issuance of the pass-through certificates were used to purchase equipment notes which were issued by Mesa and secured by its aircraft. The payment obligations under the equipment notes are those of Mesa. Proceeds received from the sale of pass-through certificates were initially held by a depositary in escrow for the benefit of the certificate holders until Mesa issued equipment notes to the trust, which purchased such notes with a portion of the escrowed funds.

Mesa evaluated whether the pass-through trust formed for its EETC financing is a Variable Interest Entity ("VIE") and required to be consolidated. The pass-through trust was determined to be a VIE, however, the Company has determined that it does not have a variable interest in the pass-through trust, and therefore, has not consolidated the pass-through trust with its financial statements.

On January 28, 2019, the Company entered into a Term Loan Agreement (the "Term Loan") pursuant to which the lenders thereunder committed to lend to the Company term loans in the aggregate principal amount of $91.2 million.  Borrowings under the Term Loan bear interest at LIBOR plus 3.10%. This interest rate is significantly lower than the interest rate under the Company's Spare Engine Facility (defined below), which the Term Loan refinanced and replaced.  The Spare Engine Facility accrued interest at LIBOR plus 7.25%.  The Term Loan has a term of five years, with principal and interest payments due monthly over the term of the loan in accordance with an amortization schedule.  The Company recorded a loss on extinguishment of debt of $3.6 million, due to a $1.9 million write-off of financing fees and $1.7 million in prepayment penalties, in connection with the repayment of the Spare Engine Facility.

On June 14, 2019, the Company completed the purchase of ten CRJ-700 aircraft, which were previously leased under the aircraft lease facility with Wells Fargo Bank Northwest, National Association, as owner trustee and lessor (the “GECAS Lease Facility”), for $70.0 million. The Company financed the aircraft purchase with $70.0 million in new debt. The notes payable of $70.0 million require monthly payments of principal and interest through fiscal 2023 bearing interest at LIBOR plus 5.0%. The Company recorded non-cash lease termination expense of $9.5 million in connection with the lease buyout.

On September 25, 2019, the Company extended the term on their $35.0 million working capital draw loan by three years, which now terminates in September 2022. Interest is assessed on drawn amounts at one-month LIBOR plus 5.24%. In 2nd quarter, 2020, $23.0 million was drawn to cover operational needs.

On September 27, 2019, the Company financed certain flight equipment with $8.0 million in new debt. The debt of $8.0 million require monthly payments of principal and interest through fiscal 2023 bearing interest at Libor plus 5.0%.