5. LONG-TERM DEBT

Long-term debt and the weighted average interest rates as of March 31, 2019 and December 31, 2018 consisted of the following:



Amounts in thousands	March 31, 2019			December 31, 2018
Credit agreement - Bank of Montreal	$	48,036	4.42%	$	40,515	4.43%
Credit agreements - CPL		2,216	3.21%		1,949	1.77%
Credit facilities - CPL		1,061	5.17%		647	3.57%
Credit agreement - CCB		2,346	2.52%		2,429	2.34%
Financing obligation - CDR land lease		14,590	14.62%		14,291	13.79%
Capital leases (1)		—	—		188	7.06%
Total principal	$	68,249	6.58%	$	60,019	6.74%
Deferred financing costs		(477)			(496)
Total long-term debt	$	67,772		$	59,523
Less current portion		(17,992)			(17,482)
Long-term portion	$	49,780		$	42,041

(1)

See Note 2 and Note 11 for information related to the treatment of the Company’s lease agreements after the adoption of ASU 2016-02 and related amendments.

Credit Agreement - Bank of Montreal

In May 2012, the Company, through its Canadian subsidiaries, entered into the CAD 28.0 million credit agreement with BMO. In August 2014, the Company, through its Canadian subsidiaries, entered into an amended and restated credit agreement with BMO that increased the Company’s borrowing capacity to CAD 39.1 million. In September 2016, the Company, through its Canadian subsidiaries, entered into a second amended and restated credit agreement with BMO that increased the Company’s borrowing capacity to CAD 69.2 million. In August 2018, the Company, through its Canadian subsidiaries, entered into a third amended and restated credit agreement with BMO (the “BMO Credit Agreement”) to provide additional financing for the Century Mile project and a leasing credit facility. Under the BMO Credit Agreement, the Company’s borrowing capacity was increased to CAD 102.2 million with an interest rate of BMO’s floating rate plus a margin, except for the rates for Credit Facility H, which will be determined upon execution of a lease agreement. As discussed further below, the Company has entered into interest rate swap agreements to fix the interest rate paid related to a portion of the outstanding balance on the BMO Credit Agreement. As of March 31, 2019, the Company had borrowed CAD 88.1 million, of which the outstanding balance was CAD 64.2 million ($48.0 million based on the exchange rate in effect on March 31, 2019) and the Company had approximately CAD 16.0 million ($12.0 million based on the exchange rate in effect on March 31, 2019) available under the BMO Credit Agreement. In addition, the Company is using CAD 3.0 million ($2.2 million based on the exchange rate in effect on March 31, 2019) from Credit Facility E for the interest rate swap agreements discussed below.

The BMO Credit Agreement consists of the following credit facilities:

Credit Facility A is a CAD 1.1 million revolving credit facility with a term of five years that expires in August 2019. Credit Facility A may be used for general corporate purposes, including for the payment of costs related to the BMO Credit Agreement, ongoing working capital requirements and operating regulatory requirements. As of March 31, 2019, the Company had CAD 1.1 million ($0.8 million based on the exchange rate in effect on March 31, 2019) available for borrowing under Credit Facility A.

Credit Facility B is an approximately CAD 24.1 million committed, non-revolving, reducing standby facility with a term of five years that expires in August 2019. The Company used borrowings under Credit Facility B primarily to repay the Company’s mortgage loan related to CRA, pay for the additional 33.3% investment in CPL, pay for development costs related to CDR and for working capital and general corporate purposes. Once the principal amount of an advance has been repaid, it cannot be re-borrowed. As of March 31, 2019, the Company had no additional available borrowings under Credit Facility B.

Credit Facility C is a CAD 11.0 million revolving credit facility with a term of five years that expires in August 2019. Credit Facility C may be used as additional financing for the development of CDR. The Company may re-borrow the principal amount within the limits described in the BMO Credit Agreement. As of March 31, 2019, the Company had CAD 6.1 million ($4.6 million based on the exchange rate in effect on March 31, 2019) available for borrowing under Credit Facility C.

Credit Facility D is an approximately CAD 30.0 million committed, reducing term credit facility with a term of five years that expires in September 2021. The Company used the entire amount of the facility to pay for the Company’s acquisition of CSA in September 2016. Once the principal amount of an advance has been repaid, it cannot be re-borrowed. As of March 31, 2019, the Company had no additional available borrowings under Credit Facility D.

Credit Facility E is a CAD 3.0 million treasury risk management facility. The Company may use this facility to hedge interest rate risk or currency exchange rate risk. Credit Facility E has a term of five years mirroring the interest rate swap agreements discussed below. The Company is currently utilizing Credit Facility E to hedge interest rate risk as discussed below.

Credit Facility F is a CAD 33.0 million demand, non-revolving, construction credit facility for use for the construction and development of the Century Mile project. Upon the maturity of Credit Facility F on the facility termination date (which is the earliest of (i) the date on which demand for the payment is made by BMO; (ii) August 24, 2019; (iii) the Project Construction Completion Date, as defined in the BMO Credit Agreement; or (iv) the occurrence of an event of default), the principal balance will be converted to Credit Facility G. Once funds are advanced from Credit Facility F, they cannot be re-borrowed. As of March 31, 2019, the Company had CAD 8.8 million ($6.6 million based on the exchange rate in effect on March 31, 2019) available for borrowing under Credit Facility F.

Credit Facility G is a committed, non-revolving, term credit facility that the Company will utilize at the maturity of Credit Facility F. Credit Facility G has a term of five years from the date of conversion of Credit Facility F. The Company cannot re-borrow funds that have been repaid under Credit Facility G.

Credit Facility H is a CAD 2.0 million equipment leasing credit facility for use for the Century Mile project pursuant to the Interim Funding Agreement and Master Lease Agreement described in the BMO Credit Agreement. The Company may re-borrow the principal amount within the limits described in the BMO Credit Agreement pursuant to the Interim Funding Agreement and Master Lease Agreement. Maturity dates will be set once the facility is utilized. As of March 31, 2019, the Company had CAD 2.0 million ($1.5 million based on the exchange rate in effect on March 31, 2019) available for borrowing under Credit Facility H. The Company expects to enter into CAD 1.3 million ($1.0 million based on the exchange rate in effect on March 31, 2019) of equipment leases under this agreement in the second quarter of 2019.

Any funds not drawn down under specified facilities in the BMO Credit Agreement are subject to standby fees ranging from 0.50% to 0.75% payable quarterly in arrears. Standby fees of less than CAD 0.1 million (less than $0.1 million based on the exchange rates in effect on March 31, 2019 and 2018) were recorded as interest expense in the condensed consolidated statements of earnings for each of the three months ended March 31, 2019 and 2018. The shares of the Company’s Canadian subsidiaries that own CRA, CAL, CSA and Century Mile and the Company's 75% interest in CDR are pledged as collateral for the BMO Credit Agreement. The BMO Credit Agreement contains a number of covenants applicable to the Canadian subsidiaries, including covenants restricting their incurrence of additional debt, a debt to EBITDA ratio less than 4:1, a fixed charge coverage ratio greater than 1:1, maintenance of a CAD 50.0 million equity balance and a capital expenditure limit of CAD 5.5 million for 2019. The Company was in compliance with all financial covenants of the BMO Credit Agreement as of March 31, 2019.

The Company has entered into interest rate swap agreements to partially hedge the risk of future increases in the variable rate debt under the BMO Credit Agreement. The interest rate swap agreements are not designated as hedges for accounting purposes. As a result, changes in fair value of the interest rate swaps are recognized in interest expense on the Company’s condensed consolidated statements of earnings. As of March 31, 2019, the Company had the following interest rate swap agreements set at a Canadian Dollar Offered Rate (“CDOR”):

Notional amount of CAD 6.2 million ($4.6 million based on the exchange rate in effect on March 31, 2019) with a rate of 3.92% expiring in August 2019;

Notional amount of CAD 6.2 million ($4.6 million based on the exchange rate in effect on March 31, 2019) with a rate of 3.89% expiring in August 2019; and

Notional amount of CAD 11.3 million ($8.5 million based on the exchange rate in effect on March 31, 2019) with a rate of 4.08% expiring in December 2021.

Deferred financing costs consist of the Company’s costs related to the financing of the BMO Credit Agreement. Amortization expenses relating to deferred financing charges were less than $0.1 million for each of the three months ended March 31, 2019 and 2018. These costs are included in interest expense in the condensed consolidated statements of earnings.

Casinos Poland

As of March 31, 2019, CPL had a short-term line of credit with Alior Bank used to finance current operations. The line of credit bears an interest rate of one-month WIBOR plus 1.85% with a borrowing capacity of PLN 13.0 million, of which PLN 2.0 million may only be used to secure bank guarantees. As of March 31, 2019, the credit facility had no outstanding balance, Alior Bank had secured bank guarantees of PLN 2.8 million ($0.7 million based on the exchange rate in effect on March 31, 2019) and approximately PLN 10.2 million ($2.7 million based on the exchange rate in effect on March 31, 2019) was available for borrowing. The credit facility contains a number of covenants applicable to CPL, including covenants that restrict the incurrence of additional debt and require CPL to maintain certain debt to EBITDA ratios. CPL was in compliance with all financial covenants of this credit facility as of March 31, 2019. CPL entered into a new agreement with Alior Bank for this credit facility on April 9, 2019. The credit facility terminates on April 16, 2021, bears an interest rate of three-month WIBOR plus 1.55% and has a borrowing capacity of PLN 13.0 million through April 2020 and PLN 4.0 million through April 2021, of which PLN 4.0 million may only be used to secure bank guarantees.

As of March 31, 2019, CPL also had a short-term line of credit with mBank used to finance current operations. The line of credit bears an interest rate of overnight WIBOR plus 1.40% with a borrowing capacity of PLN 5.0 million. As of March 31, 2019, the credit facility had an outstanding balance of PLN 4.1 million ($1.1 million based on the exchange rate in effect on March 31, 2019) and approximately PLN 0.9 million ($0.2 million based on the exchange rate in effect on March 31, 2019) was available for additional borrowing as of March 31, 2019. The credit facility contains a number of covenants applicable to CPL, including covenants that require CPL to maintain certain liquidity and liability to asset ratios. CPL was in compliance with all financial covenants of this credit facility as of March 31, 2019. CPL entered into a new agreement with mBank for this line of credit on April 25, 2019. The line of credit terminates on March 30, 2020 and has the same borrowing capacity and interest rate that it had under the prior agreement.

As of March 31, 2019, CPL also had three credit agreements as detailed below.

The first credit agreement between CPL and mBank is a PLN 3.0 million term loan that will be used to renovate the existing casino space at the Marriott Hotel in Warsaw. The credit agreement bears an interest rate of 1-month WIBOR plus 1.70%. The credit agreement has a three-year term through November 2021. As of March 31, 2019, the credit agreement had an outstanding balance of PLN 3.0 million ($0.8 million based on the exchange rate in effect on March 31, 2019). CPL has no further borrowing availability under this credit agreement. The credit agreement is guaranteed with a promissory note and by a building owned by CPL in Warsaw. In addition, CPL is required to maintain both cash inflows of PLN 5.0 million to its account held with mBank and financial covenants, including covenants that relate to profit margins not lower than 0.7% to 1.0%, liquidity ratios no less than 0.5% to 1.3% and a debt ratio not higher than 50%. CPL was in compliance with all financial covenants of this credit agreement as of March 31, 2019.

The second credit agreement between CPL and mBank is a PLN 4.0 million term loan that will be used to renovate and enlarge the casino space at the Marriott Hotel in Warsaw. The credit agreement bears an interest rate of 1-month WIBOR plus 1.70%. The credit agreement has a three-year term through November 2021. As of March 31, 2019, the credit agreement had an outstanding balance of PLN 4.0 million ($1.0 million based on the exchange rate in effect on March 31, 2019). CPL has no further borrowing availability under this credit agreement. The credit agreement is guaranteed with a promissory note and by a building owned by CPL in Warsaw. In addition, CPL is required to maintain both cash inflows of PLN 1.0 million to its account held with mBank and financial covenants, including covenants that relate to profit margins not lower than 0.5%, liquidity ratios no less than 1.2% and a debt ratio not higher than 60%. CPL was in compliance with all financial covenants of this credit agreement as of March 31, 2019.

The third credit agreement between CPL and mBank is a PLN 2.5 million term loan that will be used to purchase gaming and other equipment for the Marriott Hotel in Warsaw. The credit agreement bears interest at an interest rate of 1-month WIBOR plus 1.90%. The credit agreement has a four-year term through November 2022. As of March 31, 2019, the credit agreement had an outstanding balance of PLN 1.5 million ($0.4 million based on the exchange rate in effect on March 31, 2019). CPL had PLN 1.0 million ($0.3 million based on the exchange rate in effect on March 31, 2019) available to borrow as of March 31, 2019. The credit agreement is guaranteed with a promissory note and by a building owned by CPL in Warsaw. In addition, CPL is required to maintain both cash inflows of PLN 1.0 million to its account held with mBank and financial covenants, including covenants that relate to profit margins not lower than 0.5%, liquidity ratios no less than 1.2% and a debt ratio not higher than 60%. CPL was in compliance with all financial covenants of this credit agreement as of March 31, 2019.

Under Polish gaming law, CPL is required to maintain PLN 4.8 million in the form of deposits or bank guarantees for payment of casino jackpots and gaming tax obligations. mBank issued guarantees to CPL for this purpose totaling PLN 4.8 million ($1.3 million based on the exchange rate in effect on March 31, 2019). The mBank guarantees are secured by land owned by CPL in Kolbaskowo, Poland as well as a deposit of PLN 1.4 million ($0.4 million based on the exchange rate in effect on March 31, 2019) with mBank and will terminate in June 2024 and January 2025. In addition, CPL is required to maintain deposits or provide bank guarantees for payment of additional prizes and giveaways at the casinos. The amount of these deposits varies depending on the value of the prizes. CPL maintained PLN 0.5 million ($0.1 million based on the exchange rate in effect on March 31, 2019) in deposits for this purpose as of March 31, 2019. These deposits are included in deposits and other on the Company’s condensed consolidated balance sheets.

Century Casino Bath

In August 2017, the Company’s subsidiary CCB entered into a GBP 2.0 million term loan with UniCredit Bank Austria AG (“UniCredit”). The loan matures in September 2023 and bears interest at the London Interbank Offered Rate (“LIBOR”) plus 1.625%. Proceeds from the loan were used for construction and fitting out of CCB. As of March 31, 2019, the amount outstanding on the loan was GBP 1.8 million ($2.3 million based on the exchange rate in effect on March 31, 2019). CCB has no further borrowing availability under the loan agreement. The loan is guaranteed by a $0.6 million cash guarantee by CRM. The amount of this guarantee is included in deposits and other on the Company’s condensed consolidated balance sheets.

Century Downs Racetrack and Casino

CDR’s land lease is a financing obligation of the Company. Prior to the Company’s acquisition of its ownership interest in CDR, CDR sold a portion of the land on which the REC project is located and then entered into an agreement to lease back a portion of the land sold. The Company accounts for the lease using the financing method by accounting for the land subject to lease as an asset and the lease payments as interest on the financing obligation. Under the land lease, CDR has four options to purchase the land. The first option date is July 1, 2023. Due to the nature of the CDR land lease financing obligation, there are no principal payments due until the Company exercises its option to purchase the land. Lease payments are applied to interest only, and any change in the outstanding balance of the financing obligation relates to foreign currency translation. As of March 31, 2019, the outstanding balance on the financing obligation was CAD 19.5 million ($14.6 million based on the exchange rate in effect on March 31, 2019).

Century Resorts Management

In August 2018, the Company’s subsidiary, CRM, entered into a loan agreement with UniCredit (the “UniCredit Agreement”) for a revolving line of credit of up to EUR 7.0 million ($7.9 million based on the exchange rate in effect on March 31, 2019) to be used for acquisitions and capital expenditures at the Company’s existing operations or new operations. The borrowings may be denominated in EUR, bearing an interest rate of EURIBOR plus a margin of 1.5%, or USD, bearing an interest rate of LIBOR plus a margin of 1.5%. The line of credit is available until terminated by either party. Funds can be borrowed with terms of 1, 3, 6, 9 or 12 months. The UniCredit Agreement is secured by a EUR 7.0 million guarantee by the Company. The UniCredit Agreement contains customary events of default, including the failure to make required payments. Upon a failure to make required payments following a grace period, amounts due under the UniCredit Agreement may be accelerated.

As of March 31, 2019, scheduled maturities related to long-term debt were as follows:


Amounts in thousands	Bank of Montreal		Casinos Poland Credit Agreements		Casinos Poland Credit Facilities		Century Casino Bath Credit Agreement		Century Downs Land Lease		Total
2019	$	14,955	$	535	$	1,061	$	391	$	—	$	16,942
2020		2,766		917		—		521		—		4,204
2021		13,430		764		—		521		—		14,715
2022		521		—		—		521		—		1,042
2023		521		—		—		392		—		913
Thereafter		15,843		—		—		—		14,590		30,433
Total	$	48,036	$	2,216	$	1,061	$	2,346	$	14,590	$	68,249

There is no set repayment schedule for the CPL credit facilities, and the Company classifies them as short-term debt due to the nature of the agreements. The UniCredit Agreement is not included in the table above because no amounts were borrowed as of March 31, 2019.