XML 29 R18.htm IDEA: XBRL DOCUMENT v3.10.0.1
Debt and Capital Lease Obligations
6 Months Ended
Jun. 30, 2018
Debt Disclosure [Abstract]  
Debt and Capital Lease Obligations

Note 12. Debt and Capital Lease Obligations

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

 

 

 

June 30,

 

 

December 31,

 

(in thousands, except interest rates)

 

2018

 

 

2017

 

Revolving credit facility and term loan 3.6% weighted-average interest rate at

   June 30, 2018 and 3.1% at December 31, 2017, due through 2019 (1)

 

$

216,751

 

 

$

207,322

 

Brewster Inc. revolving credit facility 3.1% weighted-average interest rate at

   June 30, 2018 (1)

 

 

19,487

 

 

 

 

Less unamortized debt issuance costs

 

 

(717

)

 

 

(984

)

Total debt

 

 

235,521

 

 

 

206,338

 

Capital lease obligations 4.2% weighted-average interest rate at June 30,

   2018 and 3.8% at December 31, 2017, due through 2021

 

 

3,957

 

 

 

2,854

 

Total debt and capital lease obligations

 

 

239,478

 

 

 

209,192

 

Current portion (2)

 

 

(190,967

)

 

 

(152,599

)

Long-term debt and capital lease obligations

 

$

48,511

 

 

$

56,593

 

(1)

Represents the weighted-average interest rate in effect at the respective periods for the revolving credit facilities and term loan borrowings, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.

(2)

Borrowings under the revolving credit facilities are classified as current because all borrowed amounts are due within one year.

Effective December 22, 2014, we entered into a $300 million Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a senior credit facility in the aggregate amount of $300 million, which consists of a $175 million revolving credit facility (the “Revolving Credit Facility”) and a $125 million term loan (the “Term Loan”). The Credit Agreement has a maturity date of December 22, 2019. Proceeds from the loans made under the Credit Agreement were used to refinance certain of our outstanding debt and will be used for general corporate purposes in the ordinary course of business. Under the Credit Agreement, either or both of the Revolving Credit Facility and the Term Loan may be increased up to an additional $100 million under certain circumstances. If such circumstances are met, we may obtain the additional borrowings under the Revolving Credit Facility, the Term Loan, or a combination of the two. The Revolving Credit Facility has a $40 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 Credit Agreement have a first perfected security interest in all of our personal property including GES, GES Event Intelligence Services, Inc., CATC Alaska Tourism Corporation (“CATC”), and ON Event Services, LLC (“ON Services”), and 65% of the capital stock of our top-tier foreign subsidiaries.

Effective February 24, 2016, we executed an amendment (“Amendment No. 1”) to the Credit Agreement. Amendment No. 1 modified the terms of the financial covenants and the negative covenants related to acquisitions, restricted payments, and indebtedness. The overall maximum leverage ratio and minimum fixed charge coverage ratio are 3.50 to 1.00 and 1.75 to 1.00, respectively, and will remain at those levels for the entire remaining term of the Credit Agreement. Acquisitions in substantially the same or related lines of business are permitted under Amendment No. 1, as long as the pro forma leverage ratio is less than or equal to 3.00 to 1.00. We can make dividends, distributions, and repurchases of our common stock up to $20 million per calendar year. Stock dividends, distributions, and repurchases above the $20 million limit are not subject to a liquidity covenant, and are permitted as long as our pro forma leverage ratio is less than or equal to 2.50 to 1.00 and no default or unmatured default, as defined in the Credit Agreement, exists. Unsecured debt is allowed as long as our pro forma leverage ratio is less than or equal to 3.00 to 1.00. Significant other covenants under the Credit Agreement that were not affected by Amendment No. 1 include limitations on investments, sales/leases of assets, consolidations or mergers, and liens on property. As of June 30, 2018, the fixed charge coverage ratio was 2.63 to 1.00, the leverage ratio was 1.99 to 1.00, and we were in compliance with all covenants under the Credit Agreement.

Effective December 28, 2016, Brewster Inc., part of Pursuit, entered into a credit agreement (the “Brewster Credit Agreement”) with a $38 million revolving credit facility (the “Brewster Revolver”). The Brewster Credit Agreement was used in connection with the FlyOver Canada acquisition in December 2016. Effective December 6, 2017, we amended the Brewster Revolver to reduce the amount to $20 million and extend the maturity date to December 28, 2018. Effective May 18, 2018, we executed a second amendment to the Brewster Revolver to increase the amount to $30 million. The additional loan capacity will be used for potential future acquisitions in Canada and other general corporate purposes. The lender under the Brewster Revolver has a first perfected security interest in all of Brewster Inc.’s personal property and a guaranty from Brewster Inc.’s immediate parent, Brewster Travel Canada Inc. (secured by its present and future personal property), Viad, and all of its current or future subsidiaries that are required to be guarantors under Viad’s Credit Agreement. The fees on the unused portion of the Brewster Revolver are currently 0.25% annually.

As of June 30, 2018, our total debt and capital lease obligations were $239.5 million, consisting of outstanding borrowings under the Term Loan of $65.6 million, the Revolving Credit Facility of $151.1 million, the Brewster Revolver of $19.5 million, and capital lease obligations of $4.0 million, offset in part by unamortized debt issuance costs of $0.7 million. As of June 30, 2018, capacity remaining under the Revolving Credit Facility was $22.6 million, reflecting borrowings of $151.1 million and $1.3 million in outstanding letters of credit. As of June 30, 2018, Brewster Inc. had $10.5 million of capacity remaining under the Brewster Revolver.

Borrowings under the Revolving 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, plus appropriate spreads tied to our leverage ratio. Commitment fees and letters of credit fees are also tied to our leverage ratio. The fees on the unused portion of the Revolving Credit Facility are currently 0.35% annually.

The estimated fair value of total debt was $233.5 million as of June 30, 2018 and $203.2 million as of December 31, 2017. 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.

Cash paid for interest on debt was $4.1 million for the six months ended June 30, 2018 and $3.6 million for the six months ended June 30, 2017.