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Debt and Finance Lease Obligations
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Debt and Finance Lease Obligations

Note 12. Debt and Finance Lease Obligations

The components of long-term debt and finance lease obligations consisted of the following:

 

 

December 31,

 

(in thousands, except interest rates)

 

2019

 

 

2018

 

2018 Credit Facility, 3.9% weighted-average interest rate at December 31, 2019 and 4.3% at December 31, 2018, due through 2023(1)

 

$

311,464

 

 

$

227,792

 

FlyOver Iceland Credit Facility, 4.9% weighted-average interest rate at December 31, 2019, due through 2022(1)

 

 

5,607

 

 

 

 

Less unamortized debt issuance costs

 

 

(1,836

)

 

 

(2,310

)

Total debt(2)

 

 

315,235

 

 

 

225,482

 

Finance lease obligations, 7.7% weighted-average interest rate at December 31,

  2019 and 4.5% at December 31, 2018, due through 2021

 

 

25,257

 

 

 

4,639

 

Total debt and finance lease obligations(3)

 

 

340,492

 

 

 

230,121

 

Current portion(4)

 

 

(316,794

)

 

 

(229,416

)

Long-term debt and finance lease obligations

 

$

23,698

 

 

$

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 weighted-average interest rate on total debt (including unamortized debt issuance costs and commitment fees) was 4.2% for 2019, 4.3% for 2018 and 3.7% for 2017. The estimated fair value of total debt was $339.4 million as of December 31, 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 $11.9 million during 2019, $8.5 million during 2018, and $7.7 million during 2017.

(4)

Borrowings under the 2018 Credit Facility 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 and 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 to 4.00 to 1.00 for four quarters following 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 December 31, 2019, the interest coverage ratio was 9.23 to 1.00, the leverage ratio was 2.48 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 liabilities of single and multi-employer ERISA plans.

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. As LIBOR will be phased out in 2021, 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 0.35% annually as of December 31, 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 December 31, 2019, capacity remaining under the 2018 Credit Facility was $134.9 million, reflecting borrowings of $311.5 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 U.S. dollars) credit facility (the “FlyOver Iceland Credit Facility”) with a maturity date of March 1, 2022. The loan proceeds were used to complete the development of the FlyOver Iceland attraction. Quarterly payments will be made until the loan is repaid.

Aggregate annual maturities of long-term debt as of December 31, 2019 are as follows:

 

(in thousands)

 

Credit Facilities

 

Year ending December 31,

 

 

 

 

2020

 

$

313,407

 

2021

 

 

1,583

 

2022

 

 

2,081

 

2023

 

 

 

2024

 

 

 

Thereafter

 

 

 

Total

 

$

317,071

 

The aggregate annual maturities and the related amounts representing interest on finance lease obligations are included in Note 20 – Leases and Other.