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Debt and Finance Lease Obligations | 6 Months Ended
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Jun. 30, 2019
Debt Disclosure [Abstract] |
Debt and Finance Lease Obligations | Note 12. Debt and Finance Lease Obligations The components of our long-term debt and finance lease obligations consisted of the following:
|  | June 30, |  |  | December 31, |
(in thousands, except interest rates) |  | 2019 |  |  | 2018 |
2018 Credit Facility, 4.1% weighted-average interest rate at June 30, 2019 and 4.3% at December 31, 2018, due through 2023(1) |  | $ | 311,244 |  |  | $ | 227,792 |
FlyOver Iceland Credit Facility, 4.9% weighted-average interest rate at June 30, 2019, due through 2022(1) |  |  | 4,552 |  |  |  | — |  |
Less unamortized debt issuance costs |  |  | (2,053 | ) |  |  | (2,310 | )
Total debt (2) |  |  | 313,743 |  |  |  | 225,482 |
Finance lease obligations, 5.2% weighted-average interest rate at June 30, 2019 and 4.5% at December 31, 2018, due through 2021 |  |  | 10,782 |  |  |  | 4,639 |  |
Total debt and finance lease obligations (3) |  |  | 324,525 |  |  |  | 230,121 |
Current portion (4) |  |  | (313,937 | ) |  |  | (229,416 | )
Long-term debt and finance lease obligations |  | $ | 10,588 |  |  | $ | 705 |
(1) | Represents the weighted-average interest rate in effect at the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.
(2) | The estimated fair value of total debt was $316.6 million as of June 30, 2019 and $228.6 million as of December 31, 2018. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity, which is a Level 2 measurement. Refer to Note 13 – Fair Value Measurements.
(3) | Cash paid for interest on debt was $5.7 million for the six months ended June 30, 2019 and $4.1 million for the six months ended June 30, 2018.
(4) | Borrowings under the credit facilities are classified as current because all borrowed amounts are due within one year
2018 Credit Agreement Effective October 24, 2018, we entered into a Second Amended and Restated Credit Agreement (the “2018 Credit Agreement”). The 2018 Credit Agreement has a maturity date of October 24, 2023 and provides for a $450 million revolving credit facility (“2018 Credit Facility”). Proceeds from the 2018 Credit Facility were used to refinance certain of our outstanding debt and provide us with additional funds for our operations, growth initiatives, acquisitions, and other general corporate purposes in the ordinary course of business. The 2018 Credit Facility may be increased up to an additional $250 million under certain circumstances. It has a $20 million sublimit for letters of credit. Borrowings and letters of credit can be denominated in U.S. dollars, Euros, Canadian dollars, or British pounds. Our lenders under the 2018 Credit Facility have a first perfected security interest in all of our personal property including GES, GES Event Intelligence Services, Inc., CATC Alaska Tourism Corporation (“CATC”), ON Event Services, LLC (“ON Services”), and 65% of the capital stock of our top-tier foreign subsidiaries (other than Esja). Financial covenants include an interest coverage ratio of not less than 3.00 to 1.00 and a leverage ratio of not greater than 3.50 to 1.00, with a step-up of 4.00 to 1.00 for four quarters for a material acquisition of $50 million or more. Dividends are permitted up to $15 million in any calendar year. In addition, we can declare and pay dividends or repurchase our common stock up to $20 million per calendar year. Dividends and repurchases above those thresholds are permitted as long as our pro forma leverage ratio is less than or equal to 2.75 to 1.00. Unsecured debt is allowed provided we are in compliance with the leverage ratio. In addition, the unsecured debt must mature after the expiration of the 2018 Credit Facility, cannot have scheduled principal payments while the 2018 Credit Facility is in place, and any covenants for unsecured debt cannot be more restrictive than the 2018 Credit Facility. Significant other covenants include limitations on investments, additional indebtedness, sales and dispositions of assets, and liens on property. As of June 30, 2019, the interest coverage ratio was 10.84 to 1.00, the leverage ratio was 2.24 to 1.00, and we were in compliance with all covenants under the 2018 Credit Agreement. Effective July 23, 2019, we entered into an amendment (“Amendment No.1”) to the 2018 Credit Agreement. Amendment No.1 modified the terms related to the withdrawal limits of single and multi-employer ERISA plans. Refer to Note 24 – Subsequent Events. Borrowings under the 2018 Credit Facility (of which GES, GES Event Intelligence Services, Inc., CATC, and ON Services are guarantors) are indexed to the prime rate or the London Interbank Offered Rate (“LIBOR”), plus appropriate spreads tied to our leverage ratio. We understand that LIBOR will be phased out in 2021 and our 2018 Credit Facility includes a method for determining an alternative or successor rate of interest that gives consideration to the new prevailing market convention. The vast majority of our borrowings under the 2018 Credit Facility are indexed to LIBOR. Commitment fees and letters of credit fees are also tied to our leverage ratio. The fees on the unused portion of the 2018 Credit Facility were 0.3% annually as of June 30, 2019. Only our borrowings under the 2018 Credit Facility and the discount rates we use to account for some leases are indexed to LIBOR. We do not expect the alternative or successor rate to LIBOR to have a material impact on either our 2018 Credit Facility or the accounting for our leases. As of June 30, 2019, capacity remaining under the 2018 Credit Facility was $135.2 million, reflecting borrowings of $311.2 million and $3.6 million in outstanding letters of credit. FlyOver Iceland Credit Facility Effective February 15, 2019, FlyOver Iceland ehf., a wholly-owned subsidiary of Esja, entered into a credit agreement with a €5.0 million (approximately $5.6 million) credit facility (the “FlyOver Iceland Credit Facility”) with a maturity date of March 1, 2022. The loan proceeds will be used to complete the development of the FlyOver Iceland attraction. As of June 30, 2019, capacity remaining under the FlyOver Iceland Credit Facility was approximately $1.0 million.

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- Definition The entire disclosure for debt and capital lease obligations can be reported. Information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Also includes descriptions and amounts of capital leasing arrangements that consist of direct financing, sales type and leveraged leases. Disclosure may include the effect on the balance sheet and the income statement resulting from a change in lease classification for leases that at inception would have been classified differently had guidance been in effect at the inception of the original lease. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -URI http://asc.fasb.org/topic&trid=2208923 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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