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Long-Term Debt
3 Months Ended
Mar. 31, 2012
Long-Term Debt  
Long-Term Debt

Note 6. Long-Term Debt

Credit Facilities

        At the end of June 2010, the Company entered into a Credit Agreement (the "Credit Agreement") with a bank syndicate led by Wells Fargo Bank, National Association (Wells Fargo), which consisted of up to $132.5 million in senior credit facilities, including a $65.0 million term loan facility and a revolving credit facility of up to $67.5 million. The Company initially amended the Credit Agreement effective December 31, 2010. Subsequent amendments were entered into on May 19, 2011 and June 30, 2011. Absent these amendments, the Company would not have been in compliance with the covenants in the Credit Agreement at December 31, 2010 and March 31, 2011.

        The $67.5 million revolving credit facility has a $30.0 million sublimit to be used for issuance of letters of credit and a $10.0 million sublimit for swingline loans. Subject to the terms of the Credit Agreement, including lender approval, the Company may request an increase in the senior credit facility of up to $50.0 million. A request for an increase must be in a minimum amount of $10.0 million and the Company may request an increase no more than three times during the term of the senior credit facilities.

        The interest rate on the senior credit facilities is calculated based on LIBOR or a base rate. The base rate is the higher of the federal funds rate plus 150 basis points, the prime rate as quoted by Wells Fargo, or LIBOR plus 150 basis points. The interest rate is calculated as LIBOR or base rate plus a LIBOR margin or base rate margin, respectively. Margin rates are tied to the total senior debt leverage covenant (Funded Indebtedness to Bank EBITDA) per the Company's Credit Agreement. LIBOR margin ranges between 2.75% and 5.00% and base rate margin ranges between 1.75% and 4.00%. The Company pays a quarterly unused commitment fee between 0.375% and 0.625% and fees between 2.75% and 5.00% on outstanding letters of credit, both of which are based on the level of the Funded Indebtedness to Bank EBITDA ratio.

        The senior credit facilities contain several affirmative and negative covenants customary for similar senior credit facilities, including a leverage ratio test based on maximum senior Funded Indebtedness (excluding subordinated debt) to Bank EBITDA, a minimum fixed charge coverage ratio, and a minimum tangible net worth test for certain periods in 2012. The indebtedness under the senior credit facilities is secured by liens on substantially all of the Company's assets, including the Company's interests in its subsidiaries, the Company's real and personal property, and interests in property and proceeds thereof, including, but not limited to, intangible assets, the type certificates and supplemental type certificates for the Company's aircraft.

        The outstanding balance under the revolving credit facility at March 31, 2012 and December 31, 2011, excluding letters of credit, was $58.5 million and $51.8 million, respectively. These amounts were classified as long-term debt based on the maturity date of the respective credit agreements. The weighted average interest rate for borrowings under the revolving credit facility for the three months ended March 31, 2012 and March 31, 2011 was 4.03% and 5.50%, respectively. The borrowing rate at March 31, 2012 and December 31, 2011 was 4.66% and 3.61%, respectively. The Company had $2.3 million outstanding standby letters of credit issued as of March 31, 2012 and December 31, 2011. Borrowing availability was $6.7 million and $13.4 million as of March 31, 2012 and December 31, 2011, respectively.

        The weighted average interest rate for the term loan borrowings for the three months ended March 31, 2012 and 2011 was 3.27% and 4.82%, respectively. At March 31, 2012 and December 31, 2011 the outstanding balance under the term loan facility was $53.6 million and $55.3 million, respectively. The borrowing rate at March 31, 2012 and December 31, 2011 was 3.30% and 3.17%, respectively.

Working Capital Guarantee Credit Agreement

        On June 30, 2011, in connection with an amendment to the Credit Agreement, the Company obtained a separate line of credit with Wells Fargo for up to $10.0 million (the "Working Capital Guarantee Credit Agreement"), pursuant to which Wells Fargo issues standby letters of credit to certain of the Company's non-domestic customers for the purpose of assuring the Company's performance of its obligations to such customers. The standby letters of credit are required to be collateralized by funds obtained from the Company from promissory notes to ZM Private Equity Fund I, L.P. in the initial principal amount of $700,000 and to ZM Private Equity Fund II, L.P. in the initial principal amount of $300,000 at a rate of 20% per annum. No periodic principal or interest payments are required and the notes mature no earlier than June 30, 2016. As of March 31, 2012 and December 31, 2011 the Company had $8.8 million and $8.6 million, respectively, in outstanding letters of credit under this line of credit.

Subordinated Notes

        The Company was party to a Second Lien Credit Agreement with ZM Private Equity Fund II, L.P., as Administrative Agent, pursuant to which the Company borrowed $20.0 million (the "Second Lien Debt"), which had a maturity date of April 1, 2013. The lenders included ZM Private Equity Fund II, L.P. and 10th Lane Finance Co., LLC, which are affiliates of the Company through common ownership. Under the Second Lien Credit Agreement interest was payable quarterly and was calculated based on three-month LIBOR plus 8.00%.

        On June 30, 2010, concurrent with the refinancing of the Company's senior debt, the Company used proceeds from the senior credit facilities to partially pay-down $11.5 million of its $20.0 million Second Lien Debt, with the remaining $8.5 million being exchanged for unsecured subordinated promissory notes. On June 30, 2010, the Company also paid accrued interest of $0.4 million and an early termination fee of $0.2 million related to the Second Lien Debt.

        The interest rate on the unsecured subordinated promissory notes is 20.0% per annum. No periodic principal or interest payments are required and the promissory notes mature on June 30, 2015. Interest payments are accrued to principal on a quarterly basis. The promissory notes can be prepaid at any time prior to maturity, at the Company's option, at the original principal amount plus accrued interest without any prepayment penalties, subject to limitations under the Company's credit agreement.

        On June 30, 2011, in connection with an amendment to the Credit Agreement, an additional $10.0 million of unsecured subordinated promissory notes were obtained from ZM Private Equity Funds I and II, L.P. at a rate of 20.0% per annum. No periodic principal or interest payments are required and the notes mature no earlier than June 30, 2016. Additionally, in connection with the Working Capital Guarantee Credit Agreement as disclosed above, ZM Private Equity Funds I and II issued $1.0 million in unsecured subordinated promissory notes.

        The weighted average interest rate for the quarter ended March 31, 2012 and 2011 was 20.0% and 20.0%, respectively. The borrowing rate was 20.0% and 20.0% and the balance was $24.7 million and $23.5 million at March 31, 2012 and December 31, 2011, respectively. Upon completion of the Company's initial public offering in April of 2012, the interest rate on the subordinated notes was adjusted from 20.0% per annum to 10.0% per annum.

        Total debt outstanding was as follows (in thousands):

 
  March 31,
2012
  December 31,
2011
 

Term Debt

  $ 53,625   $ 55,250  

Revolving Line of Credit

    58,483     51,783  

Subordinated Notes

    24,710     23,537  
           

 

  $ 136,818   $ 130,570  
           

        On July 29, 2008, EuAC entered into an Agreement with Banca Di Credito Cooperativo Di Cambiano ("Cambiano") whereby Cambiano periodically advances European Air-Crane up to €6.0 million. Advances are based on documentary proof of receivables due from the Italian government. The purpose of this Agreement is to provide short term liquidity needs. At March 31, 2012 and December 31, 2011, there were €4.1 million and €2.6 million in advances outstanding, respectively, under this arrangement included within accounts payable and accrued liabilities. The agreement may be canceled by either party at any time.

        On August 4, 2008, EuAC executed a bank guarantee and pledged €3.0 million as restricted cash in connection with a performance guarantee for a four-year leasing contract in Italy; these restrictions will expire in June 2013. Following receipt of the restricted cash, Cambiano issued a letter of credit for the performance bond.