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LONG-TERM DEBT
3 Months Ended
Mar. 31, 2020
LONG-TERM DEBT  
LONG-TERM DEBT

NOTE 6. LONG-TERM DEBT

 

On July 20, 2016, the Company entered into an amended and restated credit facility agreement (the “Amended Credit Facility”). Under the Amended Credit Facility, the Company’s available borrowing capacity was $250.0 million, and the maturity date was July 20, 2021.

 

At December 31, 2019, the total revolving loan commitment under the Amended Credit Facility was automatically and permanently reduced to $50.0 million and all $200.0 million (Conversion Amount) outstanding under the revolving loan was converted to a Term Loan. Prior to the conversion, the Company drew all available borrowings up to $200.0 million. Following the conversion to a Term Loan, on December 31, 2019, the Company made a $3.8 million mandatory principal payment.

 

As of March 31, 2020, the Company had an outstanding principal balance of $196.3 million under the Amended Credit Facility term loan, a $0.6 million Standby Letter of Credit, and $50.0 million remaining in available borrowings under the Amended Credit Facility revolving loan. As of March 31, 2020, there have been no withdrawals from the Standby Letter of Credit.

 

Borrowings are secured by liens on substantially all of the Company’s real and personal property.

 

In addition to other customary covenants for a facility of this nature, as of March 31, 2020, the Company is required to maintain a Total Leverage Ratio (at any time, the ratio of (a) Total Funded Debt at such time, to (b) EBITDA for the four consecutive fiscal quarter period most recently ended for which Financial Statements are available, as defined in the Amended Credit Facility) of no more than 3.5:1 and a Fixed Charge Coverage Ratio (for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date (a) the sum of (i) EBITDA minus (ii) income taxes paid in cash during such period minus (iii) Distributions made during such period (other than Distributions made pursuant to Section 5.02(f)(i)) minus (iv) Investments in Excluded Subsidiaries made during such period  minus (v) Maintenance Capital Expenditures made during such period divided by (b) Fixed Charges for such period, as defined in the Amended Credit Facility) of at least 1.15:1. As of March 31, 2020, the Company’s Total Leverage Ratio and Fixed Charge Coverage Ratio were 3.5:1 and 3.5:1, respectively.

 

The interest rate under the Amended Credit Facility is LIBOR plus a margin ranging from 1.00% to 2.50%, or a base rate (as defined in the Amended Credit Facility) plus a margin ranging from 0.00% to 1.50%, or the Prime Rate. The applicable margins vary depending on Company’s leverage ratio.

 

At March 31, 2020, the Company’s interest rate was based on LIBOR and its leverage ratio was such that pricing for borrowings under the Amended Credit Facility was LIBOR plus 1.75%. At March 31, 2020, the one-month LIBOR interest rate was approximately 0.99%. The carrying value of the debt outstanding under the Amended Credit Facility approximates fair value because the interest fluctuates with the lender’s prime rate or other market rates of interest.

 

The Company may prepay borrowings under the Amended Credit Facility revolving loan without penalty (subject to certain charges applicable to the prepayment of LIBOR borrowings prior to the end of the applicable interest period). Amounts prepaid may be re-borrowed so long as the total borrowings outstanding do not exceed the maximum principal available.

 

On the terms and subject to some conditions, the Company may, at any time before the Maturity Date, request an increase of the total revolving loan commitment, provided that each such increase is equal to $15.0 million or an integral multiple of $1.0 million in excess and, after giving effect to the requested increase, the aggregate amount of the increases in the total revolving loan commitment shall not exceed $75.0 million.

 

The Company is required to make principal payments on the amount of the Term Loans on each Term Loan Installment Date (last business day of each quarter, starting with the quarter ending December 31, 2019) in an amount equal to (x) the percentage set forth opposite the applicable year during which such Term Loan Installment Date occurs multiplied by (y) the Conversion Amount. The estimated amount of the mandatory principal payment due in next twelve months is $22.5 million.

 

In relation to the global spread of the COVID-19 pandemic and subsequent mandated closure of Company’s properties in mid-March, the lender granted the Company a limited covenant waiver, including a waiver of its mandatory principal payment, which was due on March 31, 2020, in the amount of $5.0 million. In addition, the lender agreed to waive any default or event of default under the Amended Credit Facility resulting from (i) the failure to have either or both of the Atlantis Casino Resort or the Monarch Casino Black Hawk open and operating during the period commencing on March 18, 2020 and ending on May 31, 2020; (ii) the construction of the Monarch Black Hawk Expansion being stopped at any time prior to May 31, 2020; and (iii) the occurrence of a material adverse change on or prior to May 31, 2020  as a result of a mandated business cessation order.  As a part of the limited waiver, the Amended Credit Facility was also amended to provide that during the period from March 31, 2020 through May 31, 2020, the Company shall not make any distributions or make any investments in an Excluded Subsidiary, as defined in the Amended Credit Facility.  Monarch is in continuing discussions with its lenders regarding additional relief options under the Amended Credit Facility that may be requested in light of currently-changing circumstances.

 

The Company believes that the cash in its interest-bearing money market fund and the $50.0 million available under its Amended Credit Facility as of March 31, 2020 will be sufficient to fund the Company’s cash burn through the current state-mandated property closures in both Reno and Black Hawk, fulfill its capital expenditure plans and allow to the resumption of operating cash flow; however, the Company is surrounded  by uncertainty about COVID-19 and the reopening of its operations, as well as financial, economic, competitive, regulatory, and other factors, many of which are beyond its control. If the Company is unable to generate sufficient cash flow in the upcoming months or if its cash needs exceed the Company’s borrowing capacity under the Amended Credit Facility, it could be required to adopt one or more alternatives, such as reducing, delaying or eliminating planned capital expenditures, selling assets, restructuring debt or issuing additional equity.