XML 32 R16.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 8 - Long-term Debt
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Debt Disclosure [Text Block]
NOTE
8
– LONG-TERM DEBT
 
Note Payable
 
On
May 4, 2016,
in connection with the Natural Habitat acquisition, Natural Habitat issued an unsecured promissory note to Mr. Bressler with an outstanding principal amount of
$2.5
million due at maturity on
December 31, 2020.
The promissory note accrues interest at a rate of
1.44%
annually, with interest payable every
six
months.
 
Credit Facility
 
On
March 27, 2018,
the Company entered into the Amended Credit Agreement providing for a refinancing and amendment of the terms of the Company’s prior secured credit facility, dated as of
March 7, 2016 (
the “Superseded Agreement”). The Amended Credit Agreement provided for a
$200.0
million senior secured Term Facility, which represented an increase of
$25.0
million from the senior secured
first
lien term loan facility under the Superseded Agreement. The Term Facility matures
March 27, 2025.
Consistent with the Superseded Agreement, the Amended Credit Agreement also provides for a
$45.0
million senior secured incremental revolving credit facility (the “Revolving Facility”), which includes a
$5.0
million letter of credit sub-facility. The Company’s obligations under the Amended Credit Agreement remain secured by substantially all of the assets of the Company.
 
In connection with the Amended Credit Agreement, the Company capitalized
$4.2
million related to lender and
third
-party fees. In addition, the entry into the Amended Credit Agreement was considered a debt modification with a partial extinguishment, as a result the Company expensed
$1.0
million of related costs during the year ended
December 31, 2018,
which is included in general and administrative expenses on the accompanying consolidated statements of operations.
 
Borrowings under the Term Facility bear interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR plus a spread of
3.50%,
which steps down to
3.25%
if the Company’s debt rating from Moody’s and S&P are both
B1
(stable) or better and BB (negative) or better, respectively. The interest rate at
December 31, 2018
is
6.02%
under the Term Facility. Borrowings under the Revolving Facility will bear interest at an adjusted ICE Benchmark administration LIBOR plus a spread of
3.00%,
or, at the option of the Company, an alternative base rate plus a spread of
2.00%.
The Company is also required to pay a
0.5%
annual commitment fee on undrawn amounts under the Revolving Facility, which matures on
March 27, 2023.
 
The Amended Credit Agreement contains financial covenants that, among other things, (i) requires the Company to maintain a total net leverage ratio (defined as on any date of determination, the ratio of total debt on such date, less up to
$50.0
million of the unrestricted cash and cash equivalents to Adjusted EBITDA (as defined in the Amended Credit Agreement) for the trailing
12
-month period) of
5.25
to
1.00
initially, with
0.25
equal reductions every
two
years thereafter until
June 30, 2022
when the total net leverage ratio shall be
4.75
to
1.00
thereafter; (ii) limit the amount of indebtedness the Company
may
incur generally and specifically for intercompany debt, debt incurred to finance acquisitions and improvements, for capital and synthetic lease obligations, for standby letters of credit, and in connection with refinancing; (iii) limit the amount the Company
may
spend in connection with certain types of investments; and (iv) require the delivery of certain periodic financial statements and an operating budget. As of
December 31, 2018,
the Company was in compliance with the covenants.
 
Borrowings under the Revolving Facility will be used for general corporate and working capital purposes and related fees and expenses. As of
December 31, 2018,
the Company had
no
borrowings under the Revolving Facility.

Senior Secured Credit Agreement
 
On
January 8, 2018,
the Company and its indirect, wholly-owned subsidiary (the “Borrower”) entered into a senior secured credit agreement (the “Export Credit Agreement”) with Citibank, N.A., London Branch (“Citi”) and Eksportkreditt Norge AS (together with Citi, the “Lenders”). Pursuant to the Export Credit Agreement, the Lenders have agreed to make available to the Borrower, at the Borrower’s option and subject to certain conditions, a loan in an aggregate principal amount
not
to exceed
$107.7
million for the purpose of providing financing for up to
80%
of the purchase price of the Company’s new expedition ice-class cruise vessel targeted to be completed in
January 2020.
Seventy percent of the loan will be guaranteed by Garantiinstituttet for Eksportkreditt, the official export credit agency of Norway. If drawn upon, the loan will be made at the time of delivery of the vessel.
 
At the Borrower’s election, the loan will bear interest either at a fixed interest rate effectively equal to
5.78%
or a floating interest rate equal to
three
-month LIBOR plus a margin of
3.00%
per annum. The loan will amortize quarterly based on a
twelve
-year profile, with
70%
maturing over
twelve
years from drawdown, and
30%
maturing over
five
years from drawdown. The loan will be secured by a
first
priority mortgage over the new vessel and the assignment of related insurances. The Export Credit Agreement also contains customary events of default and mandatory prepayment events for, among other things, non-payment, breach of covenants, default on certain other indebtedness, certain large judgments and a change of control of the Company or the Borrower. In addition to paying interest on any outstanding loans under the facility, the Borrower is required to pay customary coordination, arrangement, agency, collateral and commitment fees. Amounts drawn under the Export Credit Agreement
may
be voluntarily prepaid at any time subject to customary breakage costs. All obligations of the Borrower under the Export Credit Agreement are guaranteed by the Company.
 
The Export Credit Agreement contains financial covenants that, among other things, require us to maintain a total net leverage ratio (defined as on any date of determination, the ratio of total debt on such date, less up to
$25.0
million of the unrestricted cash and cash equivalents to Adjusted EBITDA (as defined in the Export Credit Agreement) for the trailing
12
-month period) of
4.50
to
1.00.
 As of
December 31, 2018,
the Company was in compliance with the covenants.
 
Long-Term Debt Outstanding
 
As of
December 31, 2018
and
2017,
 long-term debt and other borrowing arrangements consisted of:
 
   
As of
December 31,
 
   
2018
   
2017
 
                                                 
(In thousands)
 
Principal
   
Deferred Financing
Costs, net
   
Balance
   
Principal
   
Deferred Financing
Costs, net
   
Balance
 
Note payable
  $
2,525
    $
-
    $
2,525
    $
2,525
    $
-
    $
2,525
 
Credit Facility
   
199,000
     
(11,436
)    
187,564
     
170,625
     
(7,214
)    
163,411
 
Total long-term debt
   
201,525
     
(11,436
)    
190,089
     
173,150
     
(7,214
)    
165,936
 
Less current portion
   
(2,000
)    
-
     
(2,000
)    
(1,750
)    
-
     
(1,750
)
Total long-term debt, non-current
  $
199,525
    $
(11,436
)   $
188,089
    $
171,400
    $
(7,214
)   $
164,186
 
 
Future minimum principal payments of long-term debt are as follows:
 
Year
 
Amount
 
   
(In thousands)
 
2019
  $
2,000
 
2020
   
4,525
 
2021
   
2,000
 
2022
   
2,000
 
2023
   
2,000
 
Thereafter
   
189,000
 
    $
201,525
 
 
For the years ended
December 31, 2018,
2017
and 
2016,
the Company recorded deferred financing costs of
$6.5
 million,
$0.4
million and 
$1.6
million, respectively, in long-term debt, amortizing the costs over the term of the financing using the straight-line method.
 
For the years ended
December 31, 2018,
2017
and
2016,
deferred financing costs charged to interest expense were
$1.9
 million,
$2.2
million and
$2.2
million, respectively.