Note 6 - Long-term Debt

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE 6 — LONG-TERM DEBT

6.75% Notes

On  February 4, 2022, the Company issued $360.0 million aggregate principal amount of 6.75% senior secured notes due 2027 (the “6.75% Notes”) in a private offering. The 6.75% Notes bear interest at a rate of 6.75% per year, accruing from  February 4, 2022, and interest on the 6.75% Notes is payable semiannually in arrears on  February 15 and  August 15 of each year. The 6.75% Notes will mature on  February 15, 2027, subject to earlier repurchase or redemption. The Company used the net proceeds from the offering to prepay in full all outstanding borrowings under its prior credit agreement, including the term facility, Main Street Expanded Loan Facility, and former revolving credit facility, pay any related premiums and terminate in full its prior credit agreement and the commitments thereunder. The Company incurred $10.9 million in financing fees related to the 6.75% Notes, recorded as deferred financing costs as part of long-term debt. The 6.75% Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. The 6.75% Notes  may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any. 

Revolving Credit Facility 

On  February 4, 2022, the Company entered into a senior secured revolving credit facility (the “Revolving Credit Facility”), which provides for an aggregate principal amount of commitments of $45.0 million, maturing  February 2027, including a letter of credit sub-facility in an aggregate principal amount of up to $5.0 million. The obligations under the Revolving Credit Facility are guaranteed by the Company and the Guarantors and are secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at the Company’s option, an adjusted Secured Overnight Financing Rate rate plus a spread or a base rate plus a spread. The Company is required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility. As of December 31, 2023, the Company had no borrowings under its Revolving Credit Facility. 

9.00% Notes

On  May 2, 2023, the Company issued $275.0 million aggregate principal amount of 9.00% senior secured notes due 2028 (the “9.00% Notes”) in a private offering. The 9.00% Notes bear interest at a rate of 9.00% per year, and interest is payable semiannually in arrears on  May 15 and  November 15 of each year. The 9.00% Notes will mature on  May 15, 2028, subject to earlier repurchase or redemption. The Company used the net proceeds from the offering to prepay in full all outstanding borrowings under its prior senior secured credit agreements, to pay any related premiums and to terminate in full its prior senior secured credit agreements and the commitments thereunder. The 9.00% Notes are senior unsecured obligations of the Company and are guaranteed (i) on a senior secured basis by certain of the Company’s subsidiaries (collectively, the “Secured Guarantors”) and secured by a first-priority lien, subject to permitted liens and certain exceptions, on the equity and substantially all the assets of the Secured Guarantors, and (ii) on a senior unsecured basis by certain other subsidiaries of the Company. The 9.00% Notes  may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any. 

Covenants

The 6.75% Notes, 9.00% Notes and Revolving Credit Facility contain covenants that, among other things, restrict the Company’s ability and the ability of its restricted subsidiaries to incur certain additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments. These covenants are subject to a number of important exceptions and qualifications set forth in the 6.75% Notes, 9.00% Notes and Revolving Credit Facility. As of December 31, 2023, the Company was in compliance with the covenants currently in effect. 

Other

The Company’s DuVine subsidiary has a EUR 0.1 million State Assistance Loan related to the financial consequences of the COVID-19 pandemic, for the purpose of employment preservation. This loan matures August 2025, with monthly payments, and bears an annual interest rate of 0.53%.

The Company’s Off the Beaten Path subsidiary’s original $0.3 million loan for the purchase of guest transportation vehicles was repaid during June 2023 and its $0.8 million loan under the Main Street Expanded Loan Facility, which originated on December 11, 2020, was repaid during May 2023.

Long-Term Debt Outstanding

As of December 31, 2023 and 2022, long-term debt and other borrowing arrangements consisted of:

	As of December 31,
	2023									2022
(In thousands)	Principal			Deferred Financing Costs, net			Balance			Principal			Deferred Financing Costs, net			Balance
6.75% Notes	$	360,000		$	(6,771	)	$	353,229		$	360,000		$	(8,968	)	$	351,032
9.00% Notes		275,000			(6,481	)		268,519			-			-			-
Other		77			-			77			955			-			955
First Export Credit Agreement		-			-			-			94,794			(1,829	)		92,965
Second Export Credit Agreement		-			-			-			110,044			(2,207	)		107,837
Total long-term debt		635,077			(13,252	)		621,825			565,793			(13,004	)		552,789
Less current portion		(47	)		-			(47	)		(23,337	)		-			(23,337	)
Total long-term debt, non-current	$	635,030		$	(13,252	)	$	621,778		$	542,456		$	(13,004	)	$	529,452

Future minimum principal payments of long-term debt are as follows: 

Year	Amount
	(In thousands)
2024	$	47
2025		30
2026		-
2027		360,000
2028		275,000
Thereafter		-
	$	635,077

For the years ended December 31, 2023, 2022 and 2021, the Company recorded deferred financing costs of $7.5 million, $10.9 million and $3.0 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, 2023, 2022 and 2021, deferred financing costs charged to interest expense were $3.4 million, $2.7 million and $3.1 million, respectively.

 During the year ended December 31, 2023, the Company repaid its prior senior secured credit agreements (the “First Export Credit Agreement” and the “Second Export Credit Agreement”), with the proceeds of the 9.00% Notes and $3.9 million of deferred financing costs were written-off to other expense.

During the year ended December 31, 2022, $9.0 million of deferred financing costs related to the repayment of the Company’s prior credit agreement, including the term facility, Main Street Loan and revolving credit facility were written-off to other expense.

Letters of Credit

As of December 31, 2023 and 2022, the Company had $1.2 million in letters of credit outstanding with financial institutions. The annual fee for letters of credit is 1.0% of the outstanding balance. The letters of credit are secured by a certificate of deposit maintained at the financial institutions and that mature in November 2024. See Note 9—Commitments and Contingencies for more information.