Filed Pursuant to Rule 424(b)(5)

File No. 333-126519

 

Century Casinos, Inc.

 

Offering of up to 7,132,667
Austrian Depositary Certificates
(ISIN AT0000499900)
representing up to 7,132,667 shares of common stock

 

with a par value $0.01
of

 

Century Casinos, Inc.

 

Listing of up to 22,380,567 Austrian Depositary Certificates
on the Official Market
of the Vienna Stock Exchange

(Amtlicher Handel an der Wiener Börse)

 

Century Casinos, Inc., a corporation organized in the United States under the laws of the State of Delaware, is offering up to 7,132,667 Austrian Depositary Certificates, or “ADCs,” each representing one share of our common stock. We are offering the ADCs in a public offering to retail and institutional investors in the Republic of Austria and in a private placement in Europe to institutional investors outside the Republic of Austria. We refer to the public and private offerings collectively in this prospectus as the “Offering.”

 

Bank Austria Creditanstalt AG is acting as Global Coordinator, Lead Manager and Bookrunner of the Offering. The Offering will commence on October 3, 2005, and we expect it to end on October 10, 2005.

 

No action has been or will be taken in any jurisdiction other than Austria or the U. S. that would permit a public offering of the ADCs representing shares of our common stock. Stockholders, investors and depositary banks should advise themselves of applicable laws and regulations. We are not offering our ADCs in the U. S.

 

The final offering price and the definitive number of ADCs to be issued in the Offering will be determined on the basis of an order book established through a book building process after consideration of the market price of our common stock at the time of pricing. See “Offering and Underwriting” for a discussion of the determination of the initial public offering price of the ADCs.

 

Our common stock is currently traded on the NASDAQ Capital Market under the symbol “CNTY.” On September 27, 2005, the closing price of our common stock was $7.01, which equates to 5.84 Euro at the exchange rate of 0.8326 Euro to $1.00, the New York noon buying rate on September 27, 2005.

 

We will apply to list up to 22,380,567 ADCs, representing all of our outstanding common stock and common stock represented by ADCs to be issued in the Offering, on the Vienna Stock Exchange under the symbol “CNTY”. Approval for the admission to listing on the Official Market on the Vienna Stock Exchange (Amtlicher Handel an der Wiener Börse) is expected on or about October 4, 2005. We expect the ADCs to begin trading on the Vienna Stock Exchange on or about October 12, 2005. Apart from NASDAQ and the Vienna Stock Exchange we have not applied for trading on any other stock exchange.

 

We reserve the right to unilaterally extend or shorten the offer period or to withdraw this Offering at any time and for any reason. Requests for the purchase of ADCs can be submitted to Bank Austria Creditanstalt AG. Bank Austria Creditanstalt AG reserves the right to reject any order in whole or in part.

 

The ADCs will be evidenced by a modifiable global certificate that will be deposited with the Oesterreichische Kontrollbank Aktiengesellschaft, or “OeKB.” Bank Austria Creditanstalt AG expects the delivery of the ADCs against payment of the offering price on or about October 13, 2005.

 

Our business and an investment in the ADCs involve significant risks. These risks are described under the caption “Risk Factors” beginning on page 11 of this prospectus.

 

This prospectus has been approved by the Austrian Financial Market Authority (Finanzmarktaufsicht, the “FMA”). Neither the U.S. Securities and Exchange Commission nor any state securities commission of the U. S. has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Global Coordinator, Lead Manager and Bookrunner

 

Bank Austria Creditanstalt AG

 

The date of this prospectus is September 29, 2005

 



 

Chart – Cross References
for information as required by
Annex X of
Regulation (EC) No. 809/2004 of the Commission dated April 29, 2004

 

 

Annex X

 

Page

 

Chapter in the Prospectus

1.

Persons Responsible

 

 

 

 

 

1.1

 

i

 

 

 

1.2

 

i

 

 

2.

Statutory Auditors

 

 

 

 

 

2.1

 

135

 

Financial Statements

 

2.2

 

n/a

 

 

3.

Selected Financial Information

 

 

 

 

 

3.1

 

29–30

 

SELECTED CONSOLIDATED FINANCIAL DATA

 

 

 

 

 

(no specific key financial figures for the Casino Industry)

 

3.2

 

29–30

 

SELECTED CONSOLIDATED FINANCIAL DATA

 

 

 

 

 

(no specific key financial figures for the Casino Industry)

4.

Risk Factors

 

11–19

 

RISK FACTORS

5.

Information about the Issuer

 

 

 

 

 

5.1

 

 

 

 

 

5.1.1

 

66

 

BUSINESS; Corporate History [commercial name: n/a]

 

5.1.2

 

66

 

BUSINESS; Corporate History

 

5.1.3

 

66

 

BUSINESS; Corporate History [length of life: n/a]

 

5.1.4

 

66

 

BUSINESS; Corporate History

 

5.1.5

 

66–67

 

BUSINESS; Corporate History

 

5.2

 

 

 

 

 

5.2.1

 

68–75

 

Business Strategy; Additional Company Projects; Investments

 

5.2.2

 

68–75

 

Business Strategy; Additional Company Projects

 

5.2.3

 

68–75

 

Business Strategy; Additional Company Projects

6.

Business Overview

 

 

 

 

 

6.1

 

 

 

 

 

6.1.1

 

31–65

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

 

 

 

 

 

CONDITION AND RESULTS OF OPERATIONS

 

6.1.2

 

n/a

 

 

 

6.2

 

31–65

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

 

 

 

 

 

CONDITION AND RESULTS OF OPERATIONS

 

6.3

 

n/a

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

 

 

 

 

 

CONDITION AND RESULTS OF OPERATIONS

 

6.4

 

31–65

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

 

 

 

 

 

CONDITION AND RESULTS OF OPERATIONS

 

6.5

 

n/a

 

 

7.

Organizational Structure

 

 

 

 

 

7.1

 

105–107

 

THE COMPANY

 

7.2

 

105–107

 

THE COMPANY

8.

Property, Plants and Equipment

 

 

 

 

 

8.1

 

85

 

Properties

 

8.2

 

n/a

 

 

9.

Operating and Financial Review

 

 

 

 

 

9.1

 

31–65

 

SELECTED CONSOLIDATED FINANCIAL DATA;

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

 

 

 

 

 

CONDITION AND RESULTS OF OPERATIONS

 

9.2

 

 

 

SELECTED CONSOLIDATED FINANCIAL DATA;

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

 

 

 

 

 

CONDITION AND RESULTS OF OPERATIONS

 

9.2.1

 

31–65

 

SELECTED CONSOLIDATED FINANCIAL DATA;

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

 

 

 

 

 

CONDITION AND RESULTS OF OPERATIONS

 

9.2.2

 

31–65

 

SELECTED CONSOLIDATED FINANCIAL DATA;

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

 

 

 

 

 

CONDITION AND RESULTS OF OPERATIONS

 

9.2.3

 

82–84

 

Governmental Regulation and Licensing

10.

Capital Resources

 

 

 

 

 

10.1

 

46–50

 

Liquidity and Capital Resources

 

10.2

 

46–50

 

Liquidity and Capital Resources

 

10.3

 

46–50

 

Liquidity and Capital Resources

 

10.4

 

35; 46–50

 

DIVIDEND POLICY, Liquidity and Capital Resources

 

10.5

 

68–75

 

Business Strategy, Additional Company Projects

 



 

11.

Research and Development, Patents and Licenses

 

82-84

 

Governmental Regulation and Licensing

12.

Trend Information

 

 

 

 

 

12.1

 

65

 

Trend Information

 

12.2

 

65

 

Trend Information

13.

Profit Forecasts and
Estimates

 

see 21

 

n.a.; SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

14.

Administrative, Management, and Supervisory Bodies and Senior Management

 

 

 

 

 

14.1

 

87–92

 

MANAGEMENT b) c) d). n/a

 

14.2

 

88

 

MANAGEMENT

15.

Remuneration and Benefits

 

 

 

 

 

15.1

 

93–97

 

EXECUTIVE COMPENSATION

 

15.2

 

n/a; 34–35

 

Stock-based compensation

16.

Board Practices

 

 

 

 

 

16.1

 

87–88

 

MANAGEMENT

 

16.2

 

90–92

 

Executive Employment Agreements

 

16.3

 

88–90

 

Board of Directors; Committees

 

16.4

 

94–96

 

Corporate Governance

17.

Employees

 

 

 

 

 

17.1

 

81–82

 

Employees

 

17.2

 

98–99

 

PRINCIPAL STOCKHOLDERS

 

17.3

 

94–96

 

Employee Incentive Plans

18.

Major Stockholders

 

 

 

 

 

18.1

 

98–99

 

PRINCIPAL STOCKHOLDERS

 

18.2

 

99

 

PRINCIPAL STOCKHOLDERS

 

18.3

 

98–99

 

 

 

18.4

 

n/a

 

 

19.

Related Party
Transactions

 

100

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

20.

Financial Information
Concerning the Issuer’s
Assets and Liabilities,
Financial Position and
Profits and Losses

 

 

 

 

 

20.1

 

F-pages

 

 

 

20.2

 

F-pages

 

 

 

20.3

 

 

 

 

 

20.3.1

 

133

 

GENERAL INFORMATION, Financial Statements; refusal/disclaimers/judifications: n/a

 

20.3.2

 

133

 

GENERAL INFORMATION

 

20.3.3

 

n/a

 

 

 

20.4 (20.4.1)

 

F-pages

 

 

 

20.5

 

 

 

 

 

20.5.1

 

F-pages

 

 

 

20.5.2

 

F-pages

 

 

 

20.6 (20.6.1)

 

25

 

DIVIDEND POLICY

 

20.7

 

86

 

Legal Proceedings

 

20.8

 

65

 

Significant Change in our Financial and Trading Position

21.

Share Capital

 

 

 

 

 

21.1

 

 

 

 

 

21.1.1

 

27, 108–113

 

Capitalization; DESCRIPTION OF CAPITAL STOCK

 

21.1.2

 

n/a

 

 

 

21.1.3

 

27, 108–113

 

Capitalization; DESCRIPTION OF CAPITAL STOCK

 

21.1.4

 

108–113

 

DESCRIPTION OF CAPITAL STOCK

 

21.1.5

 

108–113

 

DESCRIPTION OF CAPITAL STOCK

 

21.1.6

 

n/a

 

 

 

21.1.7

 

108–113

 

DESCRIPTION OF CAPITAL STOCK

 

21.2

 

 

 

 

 

21.2.1

 

108

 

DESCRIPTION OF CAPITAL STOCK, General Purpose

 

21.2.2

 

101–104

 

DESCRIPTION OF DELAWARE LAW AND CORPORATE GOVERNANCE

 

21.2.3

 

n/a

 

 

 

21.2.4

 

113

 

DESCRIPTION OF CAPITAL STOCK

 

21.2.5

 

101–104

 

DESCRIPTION OF DELAWARE LAW AND CORPORATE GOVERNANCE

 

21.2.6

 

108–113

 

DESCRIPTION OF CAPITAL STOCK

 

21.2.7

 

n/a

 

 

 

21.2.8

 

108–113

 

DESCRIPTION OF CAPITAL STOCK

22.

Material Contracts

 

86

 

Material Contracts

 



 

23.

Third Party Information, Statement by Experts and Declarations of any Interest

 

 

 

 

 

23.1

 

133

 

GENERAL INFORMATION

 

23.2

 

133

 

GENERAL INFORMATION

24.

Documents on Display

 

20

 

Available Information

25.

Information on Holdings

 

 

 

 

 

25.1

 

105–107

 

THE COMPANY

26.

Information about the Issuer of the Depositary Receipts

 

 

 

 

 

26.1

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

26.2

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

26.3

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

27.

Information about the underlying Shares

 

 

 

 

 

27.1

 

108–113

 

DESCRIPTION OF CAPITAL STOCK

 

27.2

 

108–113

 

DESCRIPTION OF CAPITAL STOCK

 

27.3

 

108–113

 

DESCRIPTION OF CAPITAL STOCK

 

27.4

 

108–113

 

DESCRIPTION OF CAPITAL STOCK

 

27.5

 

108–113

 

DESCRIPTION OF CAPITAL STOCK

 

27.6

 

101–104

 

DESCRIPTION OF DELAWARE LAW AND CORPORATE GOVERNANCE

 

27.7

 

108–113

 

DESCRIPTION OF CAPITAL STOCK

 

27.8

 

116

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

27.9

 

116

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

27.10

 

101–104

 

DESCRIPTION OF DELAWARE LAW AND CORPORATE GOVERNANCE

 

27.11

 

119–122

 

U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS;

 

 

 

 

 

AUSTRIAN TAX CONSIDERATIONS

 

27.12

 

109–113

 

Anti-Takeover Effects

 

27.13

 

n/a

 

 

 

27.14

 

24

 

Lock-up Agreements

 

27.15 (27.15.1)

 

n/a

 

 

 

27.16

 

 

 

 

 

27.16.1

 

28

 

DILUTION

 

27.16.2

 

n/a

 

 

 

27.17

 

 

 

 

 

27.17.1

 

n/a

 

 

 

27.17.2

 

n/a

 

 

 

27.17.3

 

n/a

 

 

28.

Information regarding the Depositary Receipts

 

 

 

 

 

28.1

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

28.2

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

28.3

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

28.4

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

28.5

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

28.6

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

28.7

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

28.8

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

28.9

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

28.10

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 

28.11

 

123–125

 

AUSTRIAN TAX CONSIDERATIONS

 

28.12

 

n/a

 

 

 

28.13

 

114–118

 

DESCRIPTION OF AUSTRIAN DEPOSITARY CERTIFICATES;

 

 

 

 

 

DESCRIPTION OF THE DEPOSITARY

 



 

29.

Information about the Terms and Conditions of the Offer of the Depositary Receipts

 

 

 

 

 

29.1

 

 

 

 

 

29.1.1

 

22–24

 

OFFERING AND UNDERWRITING

 

29.1.2

 

22–24

 

OFFERING AND UNDERWRITING

 

29.1.3

 

22–24

 

OFFERING AND UNDERWRITING

 

29.1.4

 

n/a

 

 

 

29.1.5

 

n/a

 

 

 

29.1.6

 

n/a

 

 

 

29.1.7

 

22–24

 

OFFERING AND UNDERWRITING

 

29.1.8

 

22–24

 

OFFERING AND UNDERWRITING

 

29.1.9

 

n/a

 

 

 

29.2

 

 

 

 

 

29.2.1

 

22–24

 

 

 

29.2.2

 

22–24

 

OFFERING AND UNDERWRITING

 

29.2.3

 

 

 

 

 

29.2.3.1

 

22–24

 

OFFERING AND UNDERWRITING

 

29.2.3.2

 

n/a

 

 

 

29.2.3.3

 

n/a

 

 

 

29.2.3.4

 

22–24

 

OFFERING AND UNDERWRITING

 

29.2.3.5

 

n/a

 

 

 

29.2.3.6

 

22–24

 

OFFERING AND UNDERWRITING

 

29.2.3.7

 

22–24

 

OFFERING AND UNDERWRITING

 

29.2.3.8

 

22–24

 

OFFERING AND UNDERWRITING

 

29.2.3.9

 

22–24

 

OFFERING AND UNDERWRITING

 

29.2.4

 

 

 

 

 

29.2.4.1

 

n/a

 

 

 

29.2.4.2

 

n/a

 

 

 

29.2.4.3

 

n/a

 

 

 

29.3

 

 

 

 

 

29.3.1

 

22–24

 

OFFERING AND UNDERWRITING

 

29.3.2

 

22–24

 

OFFERING AND UNDERWRITING

 

29.3.3

 

n/a

 

 

 

29.4

 

 

 

 

 

29.4.1

 

22–24

 

OFFERING AND UNDERWRITING

 

29.4.2

 

133

 

GENERAL INFORMATION; Paying and Depositary Agent in Austria

 

29.4.3

 

22–24

 

OFFERING AND UNDERWRITING

 

29.4.4

 

22–24

 

OFFERING AND UNDERWRITING

30.

Admission to Trading and Dealing Arrangements in the Depositary Receipts

 

 

 

 

 

30.1

 

133

 

GENERAL INFORMATION, Application for Listing

 

30.2

 

n/a

 

 

 

30.3

 

n/a

 

 

 

30.4

 

22–24

 

OFFERING AND UNDERWRITING

 

30.5

 

i

 

 

 

30.6

 

i

 

 

 

30.7

 

i

 

 

 

30.8

 

i

 

 

 

30.9

 

i

 

 

31.

Key Information about the Issue of the Depositary Receipts

 

 

 

 

 

31.1 (31.1.1)

 

25

 

USE OF PROCEEDS

 

31.2 (31.2.1)

 

n/a

 

 

 

31.3 (31.3.1)

 

17–19

 

Risks Related to our shares, the ADCs and this Offering

32.

Expense of the Issue/Offer of the Depositary Receipts

 

 

 

 

 

32.1

 

25

 

USE OF PROCEEDS

 



 

This document, including the base prospectus annexed hereto, comprises a prospectus for the purposes of (i) the Offering of up to 7,132,667 ADCs to the public in Austria representing up to 7,132,667 shares of common stock of Century Casinos, Inc., a corporation organized in the United States under the laws of the State of Delaware, with its registered office at 1209 Orange Street, Wilmington, Delaware 19801, U. S., and its principal executive offices at 1263 Lake Plaza Drive, Suite A, Colorado Springs, Colorado 80906,
U. S., and (ii) the listing of the ADCs, which could represent all existing shares of common stock of the Company and the shares of common stock to be newly issued in connection with the Offering in the Official Market of the Vienna Stock Exchange. This prospectus has been prepared in accordance with Commission Regulation (EC) No 809/2004 of April 29, 2004, as amended, and conforms with the requirements of the Austrian Capital Market Act (Kapitalmarktgesetz), as amended (the “Capital Market Act”), and the Austrian Stock Exchange Act (Börsegesetz), as amended (the “Stock Exchange Act”). This prospectus has been approved as a prospectus for the purposes thereof by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde “FMA”). This prospectus is expected to be filed as a listing prospectus (Börseprospekt) with the Vienna Stock Exchange in accordance with the Stock Exchange Act in connection with the listing application of up to 22,380,567 ADCs on the Official Market of the Vienna Stock Exchange, and is expected to be filed with the filing office (Meldestelle) at Oesterreichische Kontrollbank Aktiengesellschaft in accordance with the Capital Market Act.

 

We assume responsibility for the information contained in this prospectus, and for the completeness of such information. Having taken all reasonable care to ensure that such is the case, the information contained in this prospectus is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.

 

This prospectus will be duly published in accordance with Section 10 para 3 clause 2 of the Austrian Capital Market Act on September 30, 2005 and will be available during usual business hours from the date of publication of this Prospectus at Bank Austria Creditanstalt AG, Vordere Zollamtstraße 13, A-1030 Vienna, Am Hof 2, A-1010 Vienna and Schottengasse 6, A-1010 Vienna.

 

No person is authorized to give any information or make any representation in connection with the offering or sale of the ADCs, other than as contained in this prospectus. If given or made, such information or representation may not be relied upon as having been authorized by us or Bank Austria Creditanstalt AG, acting in its capacity as Global Coordinator and Lead Manager in connection with the Offering and as listing agent in connection with the listing of the ADCs on the Vienna Stock Exchange. This prospectus is not an offer to sell or a solicitation of an offer to buy any security in Austria other than the ADCs. It is not an offer to sell to, or a solicitation of an offer to buy any ADCs from, any person in any jurisdiction in which it is unlawful to make such offer or solicitation. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our ADCs.

 

Applicable laws may restrict the distribution of this prospectus and the offer and sale of the ADCs in certain circumstances. Purchasers of ADCs are required to comply with any such restrictions.

 

The ADCs offered by this prospectus and the underlying shares of common stock have been registered under the U.S. Securities Act of 1933. We are not offering or selling ADCs in the U.S.

 

In connection with the offering described herein, Bank Austria Creditanstalt AG or any person acting for Bank Austria Creditanstalt AG may over-allot or effect transactions with a view to stabilizing or maintaining the market price of our ADCs or common stock at levels above those which might otherwise not prevail in the open market for a period of 30 days after the date of commencement of trading in the ADCs on the Vienna Stock Exchange. Such transaction may be effected on the Vienna Stock exchange, in the over-the-counter market or otherwise. However, there is no obligation on the part of Bank Austria Creditanstalt AG or any agent of Bank Austria Creditanstalt AG to do this. There is no assurance that such stabilization will be undertaken and, if it is, it may be discontinued at any time without prior notice, and it must be brought to an end

 

i



 

30 days after the date of commencement of trading of the ADCs on the Vienna Stock Exchange. Within one week after the end of the stabilization period, the following information will be published in the Austrian official gazette Amtsblatt zur Wiener Zeitung: whether or not stabilization was undertaken, the date at which stabilization started, the date at which stabilization last occurred and the price range within which stabilization was carried out, for each of the dates during which stabilization transactions were carried out.

 

The distribution of this prospectus and the offering and sale of the ADCs offered hereby in certain jurisdictions may be restricted by law. Persons in possession of this prospectus are required to inform themselves about and to observe any such restrictions. This prospectus may not be used for or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any of the ADCs offered hereby in any jurisdiction in which such offer or invitation would be unlawful.

 

We have not authorized any offer of ADCs to the public in the UK. The ADCs are and will be offered in the UK only:

 

(a)

 

to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b)

 

to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(c)

 

in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to
Article 3 of Directive 2003/71/EC of November 4, 2003, as implemented in the UK.

 

For the convenience of the reader, this prospectus contains translations into U.S. dollars of certain amounts that will be paid or received in Euros. All such translations were made (unless otherwise indicated) at the noon buying rates in the City of New York for cable transfers in Euros per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of
New York. No representation is made that the Euro or U.S. dollar amounts stated in this prospectus could have been or could be converted into U.S. dollars at a particular rate or at all. See “Risk Factors – Fluctuations in currency exchange rates could adversely affect our business” for a discussion of the effects on our company of fluctuating exchange rates.

 

ii



 

TABLE OF CONTENTS

 

Prospectus Summary

 

 

 

Risk Factors

 

 

 

Available Information

 

 

 

Special Note Regarding Forward-Looking Statements

 

 

 

Offering and Underwriting

 

 

 

Use of Proceeds

 

 

 

Dividend Policy

 

 

 

Selected Financial Information

 

 

 

Market Price of Our Common Stock

 

 

 

Capitalization

 

 

 

Dilution

 

 

 

Selected Consolidated Financial Data

 

 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

Business

 

 

 

Management

 

 

 

Executive Compensation

 

 

 

Principal Stockholders

 

 

 

Certain Relationships and Related Party Transactions

 

 

 

Description of Delaware Law and Corporate Governance

 

 

 

The Company

 

 

 

Description of Capital Stock

 

 

 

Description of Austrian Depositary Certificates; Description of the Depositary

 

 

 

U.S. Federal Tax Considerations for Non-U.S. Holders

 

 

 

Austrian Tax Considerations

 

 

 

Selling Restrictions

 

 

 

Summary of Principal Differences between IAS and US GAAP

 

 

 

The Vienna Stock Exchange

 

 

 

General Information

 

 

 

Statement pursuant to Commission Regulation (EC) No 809/2004 of 29 April 2004

 

 

 

Index to Consolidated Financial Statements

 

 

 

 

 

Annex – Base Prospectus

 

 

iii



 

PROSPECTUS SUMMARY

 

This summary should be read as an introduction to the prospectus. Any decision to invest in our common stock by purchasing ADCs in this Offering should be based on consideration of the prospectus as a whole by investors, including the risk factors and consolidated financial statements and related notes included in this prospectus. Where a claim relating to the information contained in this prospectus is brought before a court, the plaintiff investor might, under national legislation of the relevant member state of the European Union, have to bear costs of translating the prospectus before the legal proceedings are initiated. In case such legal proceedings are initiated before a court in Austria, a German translation of the prospectus will be required, whereby the costs of translating the prospectus will have to be borne initially by the plaintiff investor who will be reimbursed for such costs, or parts thereof, by the other party or parties to the proceedings, only if the plaintiff investor is successful in such legal proceedings. Civil liability attaches to those persons who have tabled the summary, including any translation thereof, and applied for its notification but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus. Century Casinos, Inc. is referred to in this prospectus as “our company”, “we”, “our” and “us” which terms include our subsidiaries, unless the context otherwise indicates.

 

Our Company

 

Century Casinos, Inc. is an international gaming company. We currently own and operate casinos in Cripple Creek, Colorado and Caledon, South Africa, near Cape Town. We also provide technical casino services to Casino Millennium, a casino in Prague, Czech Republic, in which we own a 50% equity interest, and serve as concessionaire of small casinos aboard seven cruise ships for three cruise lines. We regularly pursue additional gaming opportunities internationally and in the U.S. In the last three years, we have shifted our operations from primarily a U.S. focused company with one operation in Colorado to an international niche player in the small and midsize casino market worldwide. Our international operations generated approximately 46% of our net operating revenue during the six months ended June 30, 2005.

 

We reported net operating revenue of $35.8 million for the year ended December 31, 2004, compared to $31.4 million in 2003. Casino revenue increased $2.8 million, or 8.7% to $34.6 million in 2004 compared to 2003. Our earnings from operations for the year ended December 31, 2004 were $7.0 million compared to $6.8 million in 2003. Our net earnings for 2004 were $4.7 million, or $0.35 per share compared to net earnings of $3.2 million, or $0.24 per share in 2003.

 

We reported net operating revenue of $18.1 and $17.0 million for the six months ended June 30, 2005 and 2004, respectively. Casino revenue was $17.8 million compared to $16.9 million for the six months ended June 30, 2005 and 2004, respectively. Casino expense was $7.0 million and $6.5 million for the six months ended June 30, 2005 and 2004, respectively. Our earnings from operations for the six months ended June 30, 2005 were $2.4 million compared to $3.6 million in 2004. Our net earnings were $1.5 million, or $0.11 per share, and $2.1 million, or $0.15 per share, for the six months ended June 30, 2005 and 2004, respectively.

 

As of June 30, 2005, we had 559 employees, 203 of whom were employed at our casino in Cripple Creek, 312 in South Africa, 32 on the cruise ships, 2 in Edmonton and 10 at the corporate level.

 

Our Gaming Properties

 

Womacks Casino & Hotel is a limited-stakes gaming casino in Cripple Creek, Colorado. The facility has approximately 601 slot machines, six limited stakes gaming tables, 21 hotel rooms, one restaurant and four bars.

 

1



 

The Caledon Hotel, Spa & Casino is located near Cape Town, South Africa. The resort has an unlimited wagering gaming facility with 300 slot machines and nine gaming tables, an 85-room hotel, mineral hot springs and spa facility, four restaurants, two bars, conference rooms for up to 300 participants and various outdoor facilities.

 

Casino Millennium is located within the five-star Marriott Hotel in Prague, Czech Republic. The unlimited wagering facility has 38 slot machines and 15 gaming tables. We own a 50% interest in Casino Millennium and provide technical casino services to the casino under an agreement with Casino Millennium.

 

We also serve as concessionaire of small, unlimited wagering casinos on seven luxury cruise vessels. We have a total of 166 slot machines and 27 table games on the seven shipboard casinos currently in operation. We have concession agreements with SilverSea Cruises, Oceania Cruises and The World of ResidenSea, Ltd.

 

We are currently developing and intend to operate a casino in Edmonton, Alberta, Canada with 600 gaming machines, 31 gaming tables, food and beverage amenities, a dinner theatre, a 300 space underground parking facility, approximately 600 surface parking spaces and a 26-room hotel, and a casino and hotel in Central City, Colorado with 625 slot machines, six table games, 26 hotel rooms, retail, food and beverage amenities and a 500-space on-site covered parking garage.

 

Our Strategy

 

Our goal is to become one of the leading casino companies in the international mid-size casino market. We are targeting well-regulated markets, preferably in North America, Europe and Africa where casinos can be operated that have between 200 and 1,500 gaming positions and/or minimum (expected) Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) of $5 million per year.

 

We intend to achieve our goal by pursuing the business strategy outlined below.

 

1. Pursue greenfield situations and apply for new licenses.

From time to time, countries (or states or provinces, as the case may be) decide to legalize casino gaming. The gaming laws often limit the number of casino licenses to be issued and the selection of licensees is typically done in a tender process. From time to time we may participate in tenders for new casino licenses.

 

2. Apply for new licenses in existing casino markets.

At times, countries that already have legalized gaming increase the number of casinos they permit. For instance, the United Kingdom recently increased the number of gaming licenses available. We are interested in pursuing licenses that become available when a particular country or other jurisdiction offers additional licenses. An example of this strategy is our Edmonton casino project.

 

3. Expand in our existing markets.

We are watching our existing markets for special situations that increase the attractiveness of either a specific market or of one or more specific locations. An example of this strategy is our casino project in Central City, Colorado, USA where a new road called the “Central City Parkway” significantly improves access to Central City from Denver, with shorter travel times and a four lane route that we believe is much safer than previous alternatives. The new road has significantly increased the visibility of our casino project in Central City, because ours is the first casino property and parking garage that drivers encounter as they enter Central City from Denver.

 

4. Purchase existing casinos.

We are constantly screening our target markets for casinos that are for sale. There are several hundred casinos operating in our target markets. Some are owned by individuals who want to exit the

 

2



 

business, or by large corporations that want to dispose of smaller units, or by large corporations that merge with another large corporation and need to divest in order to comply with rules and regulations, all of which represent potential opportunities for us. We look for underperforming operations and/or situations where we see upside potential at an attractive purchase price.

 

5. Internal growth and expansion of our existing casinos.

 

Our existing operations in North America and South Africa permit further growth whenever the respective markets accommodate such growth. In Cripple Creek, Colorado, we control enough land to double the size of the casino, add 100 to 150 hotel rooms and build a parking garage, should we choose to do so. In Caledon, South Africa, we own 230 hectares of land that we intend to develop, ideally with partners, and we are in the initial stages of developing a golf course, fairway homes, more hotel rooms and a larger spa.

 

6. Sell our expertise via Casino Management Agreements.

 

Sometimes real estate owners or development groups want to keep full ownership of a casino, but realize their need for professional management. Under certain circumstances (i.e. minimum length of contract, minimum size of casino), we may enter into casino management agreements, under which we would manage the casino on behalf and for the account of the owner in exchange of a management fee (typically a percentage of gross casino revenue plus a percentage of EBITDA).

 

7. Pursue cruise-ship casino concessions on an opportunistic basis.

 

Small, mid-size (up to approximately seven ships in the fleet) and start-up cruise lines usually choose concessionaires for certain parts of their operation, including casino operations. We have extensive experience in operating casinos on cruise ships and intend to pursue such opportunities if and when they arise.

 

Summary Regarding Risk Factors

 

Risks Related to Our Business

 

Substantially all of our revenue and operating income are derived from our Cripple Creek, Colorado and Caledon, South Africa casinos, and any factors that adversely impact one or both of these facilities may have a significant impact on our results of operations.

 

We face significant competition, and if we are not able to compete successfully our results of operations will be harmed.

 

We face extensive regulation from gaming and other regulatory authorities, which involves considerable expense and could harm our business.

 

We intend to develop and operate additional casino properties in the future, and if our development efforts are not successful our business may be harmed. We may face disruption in integrating and managing facilities we open or acquire in the future, which could adversely impact our operations.

 

Difficulties in managing our worldwide operations or a downturn in general economic conditions may adversely affect our results of operations and inclement weather and other conditions could seriously disrupt our business, financial condition and results of operations. Energy and fuel price increases may adversely affect our costs of operations and our revenues.

 

Fluctuations in currency exchange rates or the loss of key personnel could have a material adverse effect on us.

 

Our indebtedness imposes restrictive covenants on us, which limits our operating flexibility.

 

3



 

We will incur significant time and expense in documenting, testing and certifying our internal control over financial reporting, and any significant deficiency or material weakness in our internal controls could adversely affect our business.

 

Our casino management agreements may be terminated at any time.

 

We may be required in the future to record impairment losses related to the goodwill we currently carry on our balance sheet.

 

Certain anti-takeover measures we have adopted may limit our ability to consummate transactions that some of our stockholders might otherwise support. Certain provisions in our certificate of incorporation may require one or more stockholders or ADC holders to sell their stock or ADCs to us, even if the holder would not otherwise want to divest itself of our common stock or ADCs.

 

The U.S. Internal Revenue Service or other taxing authorities may assert that we owe additional taxes.

 

Service of process and enforceability of certain foreign judgments is limited, since we are incorporated in the U.S. and a substantial portion of our assets is located in the U.S. and South Africa.

 

Risks Related to our Shares, the ADCs and this Offering

 

We do not anticipate paying cash dividends on our shares of common stock or ADCs in the foreseeable future, because we intend to retain any future earnings to fund the operation and expansion of our business.

 

We will have broad discretion in the use of proceeds from this Offering and may not obtain a significant return on the use of these proceeds.

 

Our stock price has been volatile and may decline significantly and unexpectedly, and a liquid market for our ADCs may not develop.

 

Investors in our ADCs will not have, and our stockholders do not have preemptive rights in future issues of ADCs or shares of our common stock.

 

Because we are a foreign corporation, the Austrian and other European takeover regimes do not apply to us.

 

See “Risk Factors” for further details regarding the risks summarised above.

 

Company Information

 

Our principal executive offices in the U.S. are located at 1263 Lake Plaza Drive, Suite A, Colorado Springs, Colorado 80906 and our telephone number at those offices is (719) 527-8300. For more information about us please visit us on the Internet at http://www.cnty.com. None of the information posted to our web site is a part of this prospectus.

 

4



 

The Offering

 

The Offering

 

The Offering comprises a public offering to retail and institutional investors in the Republic of Austria and a private placement to institutional investors in other countries in Europe. The ADCs will not be offered to investors in the U.S. See “Offering and Underwriting”, p. 22, for details.

 

 

 

ADCs offered

 

Up to 7,132,667 ADCs, each representing one share of newly issued common stock. See “Offering and Underwriting”, p. 22, for details.

 

 

 

Common stock to be outstanding after the Offering, including shares of common stock represented by ADCs

 

22,380,567 shares.

 

 

 

 

 

 

The number of shares of our common stock outstanding after this Offering is based on the number of shares outstanding as of September 27, 2005 and excludes:

 

 

 

 

 

 

1,951,210 shares of common stock issuable upon exercise of options outstanding under our Employees’ Equity Incentive Plan, at a weighted average exercise price of $2.24 per share; and

 

 

 

 

 

 

 

 

80,000 shares of common stock issuable upon the exercise of outstanding options held by our independent directors at a weighted average exercise price of $2.98 per share; and

 

 

 

 

 

 

 

 

2,000,000 shares of common stock reserved for future issuance under the terms of our 2005 Equity Incentive Plan.

 

 

 

 

 

Except as otherwise indicated, all information in this prospectus assumes no exercise of outstanding options. See “Capitalization”, p. 27, for details.

 

 

 

Use of proceeds

 

We plan to use the net proceeds from this Offering to make investments in additional gaming projects and for working capital and other general corporate purposes. See “Use of Proceeds”, p. 25, for details.

 

 

 

Depositary

 

OeKB. See “Description of the Depositary”, pp. 117–118, for details.

 

 

 

Proposed Vienna Stock Exchange symbol for ADCs

 

“CNTY” Our common stock is currently traded in the U.S. on the NASDAQ Capital Market under the symbol “CNTY.” The ADCs will not be listed or traded on NASDAQ or any other U.S. exchange.

 

 

 

Offering price

 

The final offering price and the definitive number of ADCs to be issued in the Offering will be determined on the basis of an order book established through a book building process after consideration of the market price of our common stock at the time of pricing.

 

5



 

Offer period

 

The period for the purchase of the ADCs offered in this Offering will commence on October 3, 2005 and end on or about October 10, 2005. See “Offering and Underwriting”, p. 22, for details.

 

 

 

 

 

We reserve the right to unilaterally extend or shorten the offer period or to withdraw this Offering, without prior notice, in whole or in part, at any time with or without cause.

 

 

 

Voting rights

 

Each ADC will entitle the holder to attend or be represented at any meeting of our stockholders, and to vote the share of our common stock underlying such ADC. See “Description of Austrian Depositary Certificates”, p. 114-115, for details.

 

 

 

Dividend rights

 

Following this Offering, each ADC will be entitled to dividends, if any, declared on our common stock for the year ending December 31, 2005 and each year thereafter. However, we have never declared or paid cash dividends on our capital stock and we do not anticipate paying cash dividends on our capital stock in the foreseeable future. See “Dividend Policy”, p. 25, and “Description of Austrian Depositary Certificates”, p. 114, for details.

 

 

 

Payment and delivery

 

Payment for and delivery of the ADCs is expected to take place on or about October 13, 2005 (the “Closing”).

 

 

 

 

 

The ADCs will be evidenced by a modifiable global certificate held in safe custody by OeKB. Purchasers of the ADCs will not be entitled to receive individual ADC certificates.

 

 

 

Listing and trading

 

We expect the ADCs to be approved for listing in the Official Market on the Vienna Stock Exchange (Amtlicher Handel an der Wiener Börse) on or about October 4, 2005. Official listing and trading is expected to commence on or about October 12, 2005. See “Application for Listing”, p. 133 for details.

 

 

 

Lock-up

 

We will agree with Bank Austria Creditanstalt AG, in the underwriting agreement for this Offering, that we will not without the prior written consent of the Bank Austria Creditanstalt AG sell any shares of our common stock, either directly or indirectly, or issue options or warrants to acquire shares of our common stock or securities exchangeable or exercisable for or convertible into shares of our common stock, subject to certain exceptions, during a 180-day lock-up period following the Closing of the Offering.

 

 

 

 

 

Furthermore, Erwin Haitzmann, Peter Hoetzinger, Thomas Graf, The Haitzmann Family Foundation and The Hoetzinger Family Foundation have also agreed with

 

6



 

 

 

Bank Austria Creditanstalt AG that they will not sell shares of our common stock, directly or indirectly, during the lock-up period. See “Lock-Up Agreements”, p. 24, for details.

 

Securities Identification Number for ADCs ISIN Code: AT0000499900

 

7



 

Summary Consolidated Financial Data
(in thousands, except per share data)

 

The following table summarizes our consolidated financial data for the periods, and as of the dates, indicated. You should read the summary consolidated financial data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and with our consolidated financial statements and related notes, each appearing elsewhere in this prospectus. The historical results presented here are not necessarily indicative of future results.

 

 

 

Year Ended December 31,

 

Six Months Ended June 30,

 

 

 

2004

 

2003

 

2002

 

2005

 

2004

 

 

 

(audited)*

 

(unaudited)

 

 

 

(In thousands, except per share data)

 

Consolidated Statements of Earnings Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenue

 

$

40,055

 

$

36,059

 

$

33,761

 

$

20,328

 

$

19,119

 

Less promotional allowances

 

(4,290

)

(4,657

)

(4,424

)

(2,192

)

(2,107

)

Net operating revenue

 

35,765

 

31,402

 

29,337

 

18,136

 

17,012

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Casino

 

13,760

 

11,667

 

9,897

 

7,002

 

6,473

 

Hotel, food and beverage

 

3,134

 

2,553

 

1,509

 

1,355

 

1,402

 

General and administrative

 

9,103

 

7,745

 

7,191

 

5,475

 

4,206

 

Property write-down and other write-offs, net of (recoveries)

 

(178

)

(35

)

1,145

 

(30

)

 

Depreciation

 

2,993

 

2,668

 

2,304

 

1,790

 

1,382

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating costs and expenses

 

28,812

 

24,598

 

22,046

 

15,592

 

13,463

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from unconsolidated subsidiary

 

55

 

 

 

(109

)

51

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

7,008

 

6,804

 

7,291

 

2,435

 

3,600

 

Interest expense

 

(1,587

)

(2,011

)

(1,903

)

(1,034

)

(812

)

Other income, net

 

169

 

252

 

176

 

159

 

92

 

Non-operating items from unconsolidated subsidiary, net

 

(5

)

 

 

(4

)

(8

)

Non-operating (expense)

 

(1,423

)

(1,759

)

(1,727

)

(879

)

(728

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes and minority interest

 

5,585

 

5,045

 

5,564

 

1,556

 

2,872

 

Provision for income taxes

 

749

 

1,777

 

2,454

 

146

 

790

 

Minority interest in subsidiary (earnings) losses

 

(98

)

(22

)

(31

)

106

 

(31

)

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

4,738

 

$

3,246

 

$

3,079

 

$

1,516

 

$

2,051

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share, basic

 

$

0.35

 

$

0.24

 

$

0.23

 

$

0.11

 

$

0.15

 

Earnings per share, diluted (1)

 

$

0.30

 

$

0.22

 

$

0.20

 

$

0.09

 

$

0.13

 

 


* The summary consolidated financial data has been derived from the audited consolidated financial statements, appearing elsewhere in this prospectus.

(1) There were no options or warrants excluded from the computation of the diluted earnings per share.

 

8



 

 

 

As of December 31,

 

As of June 30,

 

 

 

2004

 

2003

 

2002

 

2005

 

2004

 

 

 

(audited)*

 

(unaudited)

 

 

 

(In thousands, except per share data)

 

Consolidated Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

8,411

 

$

4,729

 

$

4,582

 

$

5,821

 

$

4,112

 

Restricted cash

 

706

 

598

 

491

 

599

 

643

 

Total other current assets

 

1,058

 

980

 

697

 

2,068

 

1,042

 

Property and equipment, net

 

48,629

 

36,796

 

33,965

 

51,026

 

39,629

 

Goodwill, casino licenses

 

11,002

 

9,848

 

9,197

 

10,475

 

10,642

 

Other assets

 

1,398

 

1,866

 

2,211

 

1,203

 

1,748

 

Total Assets

 

$

71,204

 

$

54,817

 

$

51,143

 

$

71,192

 

$

57,816

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

8,267

 

6,471

 

5,818

 

7,889

 

7,578

 

Long-term debt, less current portion

 

17,970

 

14,913

 

16,531

 

17,660

 

13,761

 

Other

 

4,588

 

385

 

1,691

 

6,581

 

271

 

Total shareholders’ equity

 

40,379

 

33,048

 

27,103

 

39,062

 

36,206

 

Total Liabilities and Shareholders’ Equity

 

$

71,204

 

$

54,817

 

$

51,143

 

$

71,192

 

$

57,816

 

 


* The summary consolidated financial data has been derived from the audited consolidated financial statements, appearing elsewhere in this prospectus.

 

 

 

 

Year Ended December 31,

 

Six Months Ended June 30,

 

 

 

2004

 

2003

 

2002

 

2005

 

2004

 

 

 

(audited)*

 

(unaudited)

 

 

 

(In thousands, except per share data)

 

Cash Flow Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

8,472

 

$

5,821

 

$

7,396

 

$

1,431

 

$

2,876

 

Net cash used in investing activities

 

(7,050

)

(3,472

)

(4,448

)

(4,698

)

(2,259

)

Net cash provided by (used in) financing activities

 

1,906

 

(2,596

)

(1,500

)

1,434

 

(1,377

)

Effect of exchange rate changes on cash

 

354

 

394

 

103

 

(757

)

143

 

Increase (decrease) in cash and cash equivalents

 

$

3,682

 

$

147

 

$

1,551

 

$

(2,590

)

$

(617

)

 


* The summary consolidated financial data has been derived from the audited consolidated financial statements, appearing elsewhere in this prospectus.

 

9



 

RISK FACTORS

 

An investment in our ADCs involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we may currently deem immaterial, may become important factors that harm our business, financial condition or results of operations. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock or of our ADCs could decline, and you may lose all or part of your investment.

 

Risks Related to Our Business

 

Substantially all of our net operating revenue is derived from our Cripple Creek, Colorado and Caledon, South Africa casinos, and any factors that adversely impact one or both of these facilities may have a significant impact on our results of operations.

 

Approximately 92% of our net operating revenue for the six months ended June 30, 2005 was derived from casinos in Cripple Creek and Caledon. Approximately 92% of our net operating revenue for the six months ended June 30, 2004 was derived from these two facilities. We expect that a substantial portion of our revenue for the immediate future will continue to be derived from our operations at these two facilities. If new competitors enter one of these markets or economic conditions in one of these regions deteriorate or a business interruption to one of these facilities occurs, our revenue could decline significantly, which may have a material adverse effect on the price of our common stock or ADCs.

 

We face significant competition, and if we are not able to compete successfully our results of operations will be harmed.

 

We face intense competition from other casinos in Cripple Creek, Colorado and in the Western Cape region of South Africa. Competitors in Cripple Creek include some casinos of similar size to or larger than ours and many other smaller casinos. In South Africa, we compete with a much larger casino in Cape Town, and to a lesser extent with three smaller casinos. We seek to compete in the Colorado market through promotion of the Womacks Gold Club and other marketing efforts, and in South Africa by emphasizing Caledon’s destination resort appeal, players’ club programs, and by superior service. Some or all of these efforts may not be successful, which could hurt our competitive position. In addition, the primary market served by our Cripple Creek facility is Colorado Springs, Colorado, which is 45 miles away, and Cripple Creek is generally not a destination resort. The number of casino and hotel operations in Cripple Creek may exceed market demand, which could make it difficult for us to sustain profitability.

 

The gaming industry is highly fragmented and characterized by a high degree of competition among a large number of participants, many of which have financial and other resources that are greater than our resources. Competitive gaming activities include casinos, video lottery terminals and other forms of legalized gaming in the U.S. and other jurisdictions. Other jurisdictions may legalize gaming or liberalize their gaming rules in the near future. If additional gaming opportunities become available near our operating facilities, such gaming opportunities could attract players that might otherwise visit our casinos. The resulting loss of revenue at our casino may have a material adverse effect on our business, financial condition and results of operations. We are particularly vulnerable to competition at our Cripple Creek facility. If other gaming operations were to open closer to Colorado Springs, our operations in Cripple Creek could be substantially harmed, which would have a material adverse effect on our operations. In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion of existing gaming operations. New or expanded operations by other entities will increase competition for our gaming operations and could have a material adverse impact on us.

 

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We face extensive regulation and taxation from gaming and other regulatory authorities, which involves considerable expense and could harm our business.

 

Licensing requirements. As owners and operators of gaming facilities, we are subject to extensive state, local, and in South Africa, provincial regulation. State, local and provincial authorities require us and our subsidiaries to demonstrate suitability to obtain and retain various licenses and require that we have registrations, permits and approvals to conduct gaming operations. Various regulatory authorities, including the Colorado Division of Gaming or the Western Cape Gambling and Racing Board, may for any reason set forth in applicable legislation, rules and regulations limit, condition, suspend or revoke a license or registration to conduct gaming operations or prevent us from owning the securities of any of our gaming subsidiaries. Like all gaming operators in the jurisdictions in which we operate or plan to operate, we must periodically apply to renew our gaming licenses or registrations and have the suitability of certain of our directors, officers and employees approved. We may not be able to obtain such renewals or approvals. For instance, we expended substantial funds to develop a riverboat gaming operation in Franklin County, Iowa and did not receive a gaming license from the appropriate regulatory agency. As a result, we were forced to terminate the project. In addition, we have invested in a casino project in the West Rand Area outside Johannesburg, South Africa and the granting of the license for this project has been delayed by litigation. It is uncertain when, if ever, the licensing process for this project will be completed. Regulatory authorities may also levy substantial fines against us or seize our assets or the assets of our subsidiaries or the people involved in violating gaming laws or regulations. Any of these events could force us to terminate operations at an existing gaming facility, or could prohibit us from successfully completing a project in which we invest. Closing facilities or an inability to expand may have a material adverse effect on our business, financial condition and results of operations.

 

Gaming authorities in the U.S. generally can require that any beneficial owner of our common stock and other securities, including ADCs or common stock underlying the ADCs, file an application for a finding of suitability. If a gaming authority requires a record or beneficial owner of our securities to file a suitability application, the owner must apply for a finding of suitability within 30 days or at an earlier time prescribed by the gaming authority. The gaming authority has the power to investigate an owner’s suitability and the owner must pay all costs of the investigation. If the owner is found unsuitable, then the owner may be required by law to dispose of our securities. Our certificate of incorporation also provides us with the right to repurchase shares of our common stock (including shares of common stock underlying ADCs) from certain beneficial owners declared by gaming regulators to be unsuitable holders of our equity securities, and the price we pay to any such beneficial owner may be below the price such beneficial owner would otherwise accept for his or her shares of our common stock.

 

Potential changes in regulatory environment. From time to time, legislators and special interest groups have proposed legislation that would expand, restrict or prevent gaming operations or which may otherwise adversely impact our operations in the jurisdictions in which we operate. Any expansion of gaming or restriction on or prohibition of our gaming operations could have a material adverse effect on our operating results. For instance, in November 2003, a Colorado ballot issue was proposed which would have permitted the installation of at least 500 video lottery terminals or “VLTs” at each of the five racetracks throughout Colorado, two of which are located in Colorado Springs and Pueblo, the dominant markets for Cripple Creek. If this ballot issue had passed, our casino operations in Cripple Creek might have suffered from reduced player visits and declining revenue. There can be no assurance that future attempts will not be made to pass similar ballot issues in Colorado or other markets in which we operate.

 

Taxation and fees. We believe that the prospect of significant revenue is one of the primary reasons jurisdictions permit legalized gaming. As a result, gaming companies are typically subject to significant taxes and fees in addition to normal federal, state, local and provincial income taxes, and such taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to our operations. From time to time, federal, state, provincial and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. In addition, worsening

 

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economic conditions could intensify the efforts of state provincial and local governments to raise revenues through increases in gaming taxes. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration of such laws. Such changes, if adopted, could materially increase our tax expenses and impair our profitability.

 

We intend to develop and operate additional casino properties in the future, and if our development efforts are not successful our business may be harmed.

 

We are currently developing and intend to operate a casino and hotel in Edmonton, Alberta, Canada, a casino and hotel in Central City, Colorado, we have signed a letter of intent to develop and operate a casino and Hotel in Newcastle, South Africa, and we have invested in a proposed casino project in an area known as West Rand, outside Johannesburg, South Africa. Each of these projects have pending applications for gaming licenses, and we would be required to obtain a gaming license for any additional facility we attempt to open. Each licensing process is unique and requires a significant amount of funds and management time. The licensing process in any particular jurisdiction can take significant time and expense through licensing applications and fees, background investigations and related costs, fees of counsel, possible legal challenges and other associated processes and preparation costs. In addition, political factors may make the licensing process more difficult in one or more jurisdictions. If any of our gaming license applications are denied, we may have to write off costs, which could be significant. For instance, we invested approximately $0.2 million in the proposed project we were jointly pursuing in Franklin County, Iowa before the license for the project was denied.

 

Even if we receive licenses to open and operate proposed new facilities, commencing operations at our proposed new casino projects will require substantial development. Development activities involve expenses and risks, including expenses involved in securing licenses, permits or authorizations other than those required from gaming regulators, and the risk of potential cost over-runs, construction delays, and market deterioration. One or more of these risks may result in any of our currently proposed properties not being successful. If we are not able to successfully commence operations at these properties, our results of operations will be harmed.

 

We may face disruption in integrating and managing facilities we open or acquire in the future, which could adversely impact our operations.

 

We continually evaluate opportunities to open new properties, some of which are potentially significant in relation to our size. We expect to continue pursuing expansion opportunities, and we could face significant challenges in managing and integrating expanded or combined operations resulting from our expansion activities. The integration of any new properties we open or acquire in the future will require the dedication of management resources that may temporarily divert attention from the day-to-day business of our existing operations, which may interrupt the activities of those operations and could result in deteriorating performance from those operations. Management of new properties, especially in new geographic areas, may require that we increase our managerial staff, which would increase our expenses.

 

Difficulties in managing our worldwide operations may have an adverse impact on our business.

 

We derive our revenue from operations located on three continents and on cruise ships operating around the world. Our management is located in the U.S., South Africa and Continental Europe (Czech Republic and Austria). As a result of long distances, different time zones, culture, management and language differences, our worldwide operations pose risks to our business. These factors make it more challenging to manage and administer a globally-dispersed business, and increase the resources we must devote to operating under several different regulatory and legislative regimes. Moreover, economic or political instability in one or more of our markets could adversely affect our operations in those markets.

 

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A downturn in general economic conditions may adversely affect our results of operations.

 

Our business operations are subject to changes in international, national and local economic conditions, including changes in the economy related to future security alerts in connection with threatened or actual terrorist attacks, such as those that occurred on September 11, 2001, and related to the war with Iraq, which may affect our customers’ willingness to travel. A recession or downturn in the general economy, or in a region constituting a significant source of customers for our properties, could result in fewer customers visiting our properties, which would adversely affect our results of operations.

 

The Cripple Creek market, which is important to our business, is subject to seasonal fluctuations.

 

Because Cripple Creek is a mountain tourist town, its gaming market is subject to seasonal fluctuations. Typically, gaming revenues are greater in the summer tourist season and are lower from October through April. During the year ended December 31, 2004, the revenue attributable to our Cripple Creek operations fluctuated from a high of $5.1 million in the third quarter to a low of $3.5 million in the fourth quarter. If we are not able to offset seasonal declines in our Cripple Creek operations with additional revenue from other sources, our quarterly results may vary considerably from period to period, which could cause the price of our common stock or ADCs to be volatile.

 

Inclement weather and other conditions could seriously disrupt our business which may hamper our financial condition and results of operations.

 

The operations of our facilities are subject to disruptions or reduced patronage as a result of severe weather conditions. For instance, in August 2002, Prague experienced a devastating flood throughout the city. Public access to the city in the vicinity of the Casino Millennium, which we operate, was severely limited for months following the disaster and negatively affected casino operations. High winds and blizzards limit access to our property in Cripple Creek from time to time, and hurricanes or severe storms may impact the operations of our cruise ship casino facilities. In the event weather conditions limit access to our casino properties or otherwise adversely impact our ability to operate our casinos at full capacity, our revenue will suffer, which will negatively impact our operating results.

 

Fluctuations in currency exchange rates could adversely affect our business.

 

Our facility in Caledon, South Africa represents a significant portion of our business, and the revenue generated and expenses incurred by the Caledon facility are generally denominated in South African Rand. A decrease in the value of the Rand in relation to the value of the U.S. dollar would decrease the revenue and operating profit from our South African operations when translated into U.S. dollars, which would adversely affect our consolidated results and could cause the price of our common stock and ADCs to decrease. In addition, we expect to expand our operations into other countries and, accordingly, we will face similar exchange rate risk with respect to the costs of doing business in such countries as a result of any increases in the value of the U.S. dollar in relation to the currencies of such countries. We do not currently hedge our exposure to fluctuations in the Rand, and there is no guarantee that we will be able to successfully hedge any future foreign currency exposure.

 

The loss of key personnel could have a material adverse effect on us.

 

We are highly dependent on the services of Erwin Haitzmann, our Chairman and Co Chief Executive Officer, Peter Hötzinger, our Vice Chairman and Co Chief Executive Officer, and other members of our senior management team. Our ability to retain key personnel is affected by the competitiveness of our compensation packages and the other terms and conditions of employment, our continued ability to compete effectively against other gaming companies and our growth prospects. The loss of the services of any of these individuals could have a material adverse effect on our business, financial condition and results of operations.

 

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The availability and cost of financing could have an adverse effect on our business.

 

We intend to finance our current and future expansion and renovation projects primarily with cash flow from operations, borrowings under our bank credit facility and equity or debt financings. If we are unable to finance our current or future expansion projects, we will have to adopt one or more alternatives, such as reducing or delaying planned expansion, development and renovation projects as well as capital expenditures, selling assets, restructuring debt, or obtaining additional equity financing or joint venture partners, or modifying our bank credit facility. These sources of funds may not be sufficient to finance our expansion, and other financing may not be available on acceptable terms, in a timely manner or at all. In addition, our existing indebtedness contains certain restrictions on our ability to incur additional indebtedness. If we are unable to secure additional financing, we could be forced to limit or suspend expansion, development and renovation projects, which may adversely affect our business, financial condition and results of operations.

 

Our indebtedness imposes restrictive covenants on us, which limits our operating flexibility.

 

Our revolving credit facility requires us, among other obligations, to maintain specified financial ratios and satisfy certain financial tests, primarily through our Colorado operating subsidiary, including maximum leverage ratios and total fixed cost coverages. In addition, our revolving credit facility restricts, among other things, our ability to incur additional indebtedness, repay indebtedness or amend debt instruments, pay dividends, create liens on assets, make investments, make acquisitions, engage in mergers or consolidations, make capital expenditures or engage in certain transactions with subsidiaries and affiliates. If we fail to comply with the restrictions contained in our revolving credit facility, the resulting event of default could result in our lender accelerating the indebtedness under the credit facility. These restrictions limit our operating flexibility and may cause us not to engage in transactions that we would otherwise consider to be advantageous to our stockholders.

 

We will incur significant time and expense in documenting, testing and certifying our internal control over financial reporting, and any significant deficiency or material weakness in our internal controls could adversely affect our business.

 

SEC rules require that, as a company with a class of securities registered in the U.S. under the Securities Exchange Act of 1934, our chief executive officer and chief financial officer periodically certify the existence and effectiveness of our internal control over financial reporting. Our independent auditors will be required, beginning with our Annual Report on Form 10-K for our fiscal year ending on December 31, 2005, to attest to our officers’ assessment of our internal controls. This process generally requires significant documentation of policies, procedures and systems, review of that documentation by our internal accounting staff and our outside auditors, and testing of our internal control over financial reporting by our internal accounting staff and our outside auditors. Documentation and testing of our internal controls, which we have not undertaken in the past, will involve considerable time and expense, and may strain our internal resources and have an adverse impact on our costs.

 

During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by SEC rules for certification of our internal control over financial reporting. As a consequence, we may have to disclose in periodic reports we file with the SEC any material weaknesses in our system of internal controls. For example, in conjunction with the audit of our financial statements for the year ended December 31, 2004, our independent registered public accounting firm notified us that they had identified matters involving internal control over financial reporting and its operation that they consider to be a material weakness. These matters relate to the controls over the recording of fixed assets in our South African operating subsidiary. The failure to detect the weakness can be attributed to a lack of a substantive policy on capitalization of fixed assets and a deficiency in our internal review process as it relates to the South African operation. We are in the process of developing a complete plan to remediate the identified material weakness in our internal controls over financial reporting. We immediately instituted a series of policies to improve the control over the capital asset activity in South Africa and have begun a complete physical inventory of the same.

 

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The existence of this or any other material weakness would preclude our management from concluding that our internal control over financial reporting is effective, and would preclude our independent auditors from issuing an unqualified opinion that our internal controls are effective. In addition, disclosures of this type in our SEC reports could cause investors to lose confidence in our financial reporting and may negatively affect the price of our common stock or ADCs. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we have deficiencies in our internal control over financial reporting it may negatively impact our business, results of operations and reputation.

 

Our casino management agreements may be terminated at any time.

 

In addition to our casinos in Cripple Creek and Caledon, we currently operate casinos on seven cruise ships and the Casino Millennium in Prague. We operate the casinos on the cruise ships pursuant to casino concessionaire agreements with three different cruise ship charter companies and we operate the Casino Millennium in Prague according to a casino services agreement. The contracts with the cruise ship operators and the casino services agreement for the operation of the Casino Millennium all provide for cancellation with a limited notice period in the event of our default under the respective agreements. Accordingly, we could lose the revenue stream associated with these contracts on short notice, which may adversely affect our operating results.

 

Energy and fuel price increases may adversely affect our costs of operations and our revenues.

 

Our casino properties use significant amounts of electricity, natural gas and other forms of energy. While we have not experienced any shortages of energy that have hampered our operations, the substantial increases in the cost of electricity and natural gas in the U.S. may negatively affect our results of operations. The extent of the impact is subject to the magnitude and duration of the energy and fuel price increases. Dramatic increases in fuel prices may also adversely affect customer visits to our casino properties.

 

We may be required in the future to record impairment losses related to the goodwill we currently carry on our balance sheet.

 

We had $8.63 million of goodwill as of June 30, 2005 and $8.85 million of goodwill as of December 31, 2004. Accounting rules require that we make certain estimates and assumptions related to our determinations as to the future recoverability of the goodwill we report on our balance sheet. If we were to determine that the value of the goodwill carried on our balance sheet is impaired, we may be required to record an impairment charge to write down the value of our goodwill, which would adversely affect our results during the period in which we recorded the impairment charge.

 

Certain anti-takeover measures we have adopted may limit our ability to consummate transactions that some of our security holders might otherwise support.

 

We have a fair price business combination provision in our certificate of incorporation, which requires approval of certain business combinations and other transactions by holders of 80% of our outstanding shares of voting stock. We also have adopted a stockholder rights plan that allows our stockholders to purchase significant amounts of our common stock at a discount in the event any third party acquires a significant ownership interest in us or attempts to acquire us without the approval of our Board of Directors. In addition, our certificate of incorporation allows our Board of Directors to issue shares of preferred stock without stockholder approval. These provisions generally have the effect of requiring that any party seeking to acquire us negotiate with our Board of Directors in order to structure a business combination with us. This may have the effect of depressing the price of our common stock, and may similarly depress the price of the ADCs being offered hereby, due to the possibility that certain transactions that our stockholders might favor could be precluded by these provisions.

 

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Certain provisions in our certificate of incorporation may require one or more holders to sell their stock or ADCs to us, even if the holder would not otherwise want to divest itself of our common stock or ADCs.

 

Gaming regulations in various jurisdictions in which we operate impose certain restrictions on the equity ownership of licensed casino operators. In order to facilitate compliance with these regulations and to preserve our ability to be awarded additional gaming licenses in the future, our certificate of incorporation includes a provision which allows our Board of Directors to redeem shares of stock (including shares of common stock underlying the ADCs) held by one or more stockholders to the extent necessary to keep us in compliance with existing gaming regulations or to allow us to secure additional gaming licenses. As a result, a stockholder or holder of ADCs could be required to sell our stock at a time when such stockholder or holder of ADCs may consider our securities to be undervalued or may otherwise not want to sell our securities.

 

The U.S. Internal Revenue Service or other taxing authorities may assert that we owe additional taxes.

 

The U.S. Internal Revenue Service (“IRS”) is in the process of conducting an examination of our U.S. federal income tax returns for the year ended December 31, 2003. We may also be examined by tax authorities in other jurisdictions in which we operate. In the event the IRS or other taxing authorities determine that we have not paid the proper amount of income taxes, we may be required to pay additional taxes as well as interest, penalties, and fees. Payment of any such amounts could have a material adverse effect on our results of operations during the period in which we make the payments.

 

Service of process and enforceability of certain foreign judgments is limited.

 

We are incorporated in the U.S. and a substantial portion of our assets is located in the U.S. and South Africa. In addition, some of our directors and officers named in this prospectus are residents of the U.S. and all or a substantial portion of their assets are located in the U.S. As a result, it may be difficult for European investors purchasing ADCs in connection with the Offering to effect service of process within Austria upon the company or such persons or to enforce judgments obtained against them in such courts based on civil liability provisions of the European securities laws.

 

Outside investors own a minority interest in our Caledon, South Africa operation, which may reduce our return on investment from that property.

 

We own 100% of the common equity of our South African subsidiary that owns and operates the Caledon Hotel, Spa and Casino. Unrelated third parties own preference shares that entitle them to a priority on distributions in certain circumstances. The preference shares are not cumulative, nor are they redeemable. The preference shares entitle the holders of such shares to dividends of 20% of the after-tax profits of each financial year directly attributable to the Caledon casino business in that year, subject to, as determined by the directors of the company in their sole and absolute discretion, any working capital, capital expenditure requirements, loan obligations and liabilities attributable to the casino business. Although no dividends have been paid out so far, these dividend rights would reduce the return that we would otherwise receive from our investment in this property. Furthermore, should the casino business be sold or otherwise dissolved, the preferred shareholders would be entitled to 20% of any surplus directly attributable to the casino business, net of all liabilities attributable to the casino business.

 

Risks Related to our Common Stock, the ADCs and this Offering

 

We do not anticipate paying cash dividends on our shares of common stock or ADCs in the foreseeable future.

 

We have never declared or paid any cash dividends on our shares of common stock. We intend to retain any future earnings to fund the operation and expansion of our business and, therefore, we do not

 

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anticipate paying cash dividends on our shares of common stock, or the ADCs, in the foreseeable future. Our revolving credit facility prohibits us from paying cash dividends on our shares of common stock if payment of such dividends would cause us to violate financial covenants stated in the credit agreement.

 

We will have broad discretion in the use of proceeds from this Offering and may not obtain a significant return on the use of these proceeds.

 

We will have broad discretion in determining how we apply the net proceeds from this Offering and you may not agree with these uses. We plan to use the net proceeds from this Offering to make investments in additional gaming projects and for working capital and other general corporate purposes. We do not currently have plans to invest in any casino project that is not described in this prospectus, and it may be difficult for us to identify projects we deem to be attractive investments. Moreover, even if we identify proposed casinos in which we believe an investment to be attractive, we may not be able to successfully negotiate the terms of our investment with other interested parties. Also, we may not be successful in investing the net proceeds from this Offering in our operations or external investments to yield a favorable return. For more information, see “Use of Proceeds.”

 

Our stock price has been volatile and may decline significantly and unexpectedly, and a liquid market for our ADCs may not develop.

 

Our common stock trades in the U.S. on the NASDAQ Capital Market, which is characterized by small issuers and a lack of significant trading volumes relative to other U.S. markets. These factors may result in volatility in the price of our common stock. For instance, the trading price of our stock has varied from a low of $ 6.02 to a high of $10.91 in the period from January 1 until September 27, 2005.

 

We expect the ADCs to be admitted for listing on the Vienna Stock Exchange, Austria. The Vienna Stock Exchange is a small stock exchange compared to the NASDAQ Capital Market and other markets around the world. See “The Vienna Stock Exchange.” Accordingly, we expect that the limited volume and high volatility that characterizes trading in our common stock in the U.S. will characterize trading in our ADCs as well. Moreover, because the ADCs we are offering for sale are a new security, being sold into a market in which we have not previously sold securities, we cannot be sure that the ADCs will receive sufficient market acceptance to allow for a liquid trading market in our ADCs to develop. If such a market fails to develop, your ability to sell ADCs will be limited.

 

Having securities listed in two different countries may increase the volatility of the market price of our common stock or ADCs.

 

Following the completion of the Offering, our common stock will be quoted on the NASDAQ Capital Market in U.S. dollars, and the ADCs will be quoted on the Vienna Stock Exchange in Euro. Fluctuations in the value of the U.S. dollar against the Euro may affect the relative value of our common stock and ADCs and result in trading therein by currency speculators or otherwise, which may cause further volatility in the price of our common stock or ADCs. Increased trading focus of our common stock or our ADCs on their respective trading markets could affect and significantly decrease the liquidity on the other market, which could make it difficult or impossible for an investor to sell our common stock or ADCs on the market with declining value. This may also increase the price volatility of our securities on that market.

 

Investors in our ADCs will not have, and our stockholders do not have, any preemptive rights relating to future issues of ADCs or shares of our common stock.

 

Neither the Delaware General Corporation Law nor our certificate of incorporation provides for statutory preemptive rights for stockholders or ADC holders. Therefore, in the event we decide to issue further shares or other securities our existing stockholders and our ADC holders will not have statutory preemptive rights to purchase such shares or other securities.

 

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Because we are a foreign corporation the Austrian and other European takeover regimes do not apply to our company.

 

Austrian takeover law does not apply to foreign corporations listed on the Vienna Stock Exchange. Should an investor decide to take over our company, Delaware law (including laws relating to the enforceability of our stockholder rights plan) would apply, and neither our stockholders nor our ADC holders could rely on the Austrian or any other European takeover regime to apply to such a takeover. As a result, if you purchase ADCs in this Offering you may be forced to sell the ADCs at a price that is less than you paid or that is less than you otherwise would accept.

 

Investors whose currency is not the Euro will incur exposure to fluctuating exchange rates.

 

For investors whose currency is not the Euro, fluctuations in the value of the Euro, the currency in which the ADCs will be traded on the Vienna Stock Exchange against the investor’s currency will affect the market value of our shares and the ADCs, expressed in the investor’s currency. In addition, such fluctuations may also affect the conversion into the investor’s currency of cash dividends and other distributions paid on our shares and ADCs, if any, including proceeds received upon a sale or other disposition of our common stock and ADCs.

 

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AVAILABLE INFORMATION

 

For more information about us, please visit us on the Internet at http://www.cnty.com. None of the information posted to our website is a part of this prospectus. Our most recent annual report on Form 10-K, as supplemented by a Form 10-K/A, and certain of our other filings with the Securities and Exchange Commission (SEC) are available through our Investor Relations website at http://www.cnty.com/investor.3.0.html free of charge. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are also available on the SEC website at http://www.sec.gov.

 

The U.S. SEC allows us to “incorporate by reference” the information we file with them, which means that we could disclose important information to you by referring you to those documents. Certain information has been incorporated by reference into the base prospectus that is annexed to this prospectus. Any statement incorporated by reference into the base prospectus is modified and superseded by any statements in this prospectus that are contradictory to, different from, or inconsistent with the statements incorporated by reference. Any statement so modified or superseded shall not be deemed to constitute a part of this prospectus.

 

Copies of the following documents will be available at the Company’s principal executive offices at 1263 Lake Plaza Drive, Suite A, Colorado Springs, Colorado 80906, U.S.:

 

        the most recently published annual and interim reports; and

        the most recently published consolidated annual and interim financial statements.

 

Copies of this Prospectus will be available at the following addresses during usual business hours from the date of publication of this Prospectus:

 

        at the Company’s principal executive offices in Colorado Springs, U.S., set out above; and

        at Bank Austria Creditanstalt AG in Vienna, Austria, (i) Vordere Zollamtsstraße 13, A-1030 Vienna; (ii) Am Hof 2, A-1010 Vienna; and (iii) Schottengasse 6, A-1010 Vienna.

 

Our certificate of incorporation and the bylaws may be inspected at our principal executive offices in Colorado Springs, U.S., set out above.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

 

        our reliance on a small number of significant properties;

 

        the effect of competition in our industry;

 

        our ability to develop new facilities and sell into new markets;

 

        our reliance on market acceptance of our gaming offerings;

 

        our ability to obtain regulatory approval and comply with regulatory requirements;

 

        our ability to maintain profitability;

 

        our ability to attract and retain management talent;

 

        depreciation or fluctuations of currencies in which we receive revenue or incur expenses; and

 

        other factors described in this prospectus under the heading “Risk Factors.”

 

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events, are based on assumptions and subject to risks and uncertainties. Because of these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we reference in this prospectus, or that we have filed as exhibits to the registration statement of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

 

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

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OFFERING AND UNDERWRITING

 

The Offering

 

The Offering comprises an offering of up to 7,132,667 ADCs representing up to 7,132,667 shares of our common stock consisting of a public offering to retail and institutional investors in the Republic of Austria and a private placement outside the Republic of Austria to institutional investors in Europe.

 

The ADCs and the underlying shares of our common stock have been registered with the U.S. Securities and Exchange Commission (“SEC”). However, no action has been or will be taken in any other jurisdiction than Austria that would permit a public offering of the ADCs representing shares of our common stock, and we are not offering ADCs in the U.S. Stockholders, investors and depositary banks should advise themselves of applicable laws and regulations.

 

Bank Austria Creditanstalt AG is global coordinator, lead manager and bookrunner of the Offering. The principal offices of Bank Austria Creditanstalt AG are Vordere Zollamtsstraße 13, A-1030 Vienna, Am Hof 2, A-1010 Vienna and Schottengasse 6, A-1010 Vienna, Austria.

 

The period for the purchase of ADCs representing our shares of common stock will commence on October 3, 2005 and end on or about October 10, 2005 (the “Offer Period”). We reserve the right to unilaterally extend or shorten the Offer Period or to withdraw this Offering at any time and for any reason. Any extension, shortening or withdrawal of the Offer Period will be published via electronic media and in the Austrian official gazette Amtsblatt zur Wiener Zeitung as soon as practicable thereafter. Requests for the purchase of ADCs representing our shares of common stock can be submitted to Bank Austria Creditanstalt AG as Global Coordinator and Lead Manager. Bank Austria Creditanstalt AG reserves the right to reject any order in whole or in part.

 

Our existing stockholders do not have preemptive rights (Bezugsrechte) under the Delaware General Corporation Law or our certificate of incorporation.

 

No class of investor will receive preferential treatment in respect of allocations. The amount of ADCs allocated to an investor will be determined in our absolute discretion, together with Bank Austria Creditanstalt AG as Global Coordinator and Lead Manager, and may be zero.

 

Investors may withdraw any orders placed until the end of the purchase period referred to above.

 

No tranche of ADCs has been reserved for purchases by our employees or any other class of investors, whether or not related to us.

 

No expenses or taxes will be charged to the purchasers of the ADCs, except for customary banking charges.

 

We are not aware of any member of our Board of Directors who intends to purchase any ADCs in the Offering. We are not aware of any person who intends to purchase more than 5% of the ADCs in the Offering.

 

Additional Information relating to the Public Offering in Austria

 

All Austrian banks and credit institutions will accept subscription requests in the usual form. Prospective investors seeking to purchase ADCs are advised to contact their bank, broker or other financial adviser for further details regarding the manner in which applications for ADCs are to be processed. There will be no minimum and no maximum number of ADCs which may be applied for by prospective investors in the Offering. Orders will only be accepted expressed as a number of ADCs. Multiple offers to purchase will be accepted, subject to allocation as described below. In the case of any unsuccessful applications, to the extent that any surplus application monies have already been paid by a prospective investor to its bank, broker or other financial adviser, investors are advised to contact their respective bank, broker or other financial adviser for details regarding the refund of such monies.

 

21



 

To the extent that ADCs are allocated to investors, individual purchasers in the Offering are expected to be allocated ADCs on a pro rata basis with no minimum allotment. Prospective investors in the Offering are therefore advised to contact their bank, broker or other financial adviser for details regarding the actual allocation of ADCs made to them. We expect that information regarding allocations may be made available by these institutions on or about the banking day immediately prior to Closing.

 

Determination and Publication of the Final Offering Price and the Definitive Number of ADCs

 

The final offering price and the definitive number of ADCs to be issued will be determined on the basis of an order book established through a book building process after consideration of the market price of our common stock at the time of pricing and is expected to be announced and published, including via electronic media, on or about October 11, 2005. This information will be available at the following offices of Bank Austria Creditanstalt AG in Vienna, Austria, from the date of publication: Vordere Zollamtsstraße 13, A-1030 Vienna, Am Hof 2, A-1010 Vienna and Schottengasse 6, A-1010 Vienna.

 

The actual date of publication of the information referred to above and the addresses where the information will be available will be announced in accordance with Section 10 para 4 of the Austrian Capital Market Act by way of a notice (Hinweisbekanntmachung) to be published in the Austrian official gazette Amtsblatt zur Wiener Zeitung in Austria, currently expected to be made on or about October 12, 2005.

 

Underwriting

 

Subject to the terms and conditions set out in the underwriting agreement expected to be dated on or about October 10, 2005 between us and Bank Austria Creditanstalt AG, we will agree to sell to Bank Austria Creditanstalt AG, and Bank Austria Creditanstalt AG will agree to purchase from us up to 7,132,667 ADCs representing shares of our common stock to be sold in the Offering.

 

The underwriting agreement will provide that the obligation of Bank Austria Creditanstalt AG to purchase the ADCs will be subject to approval of a number of legal matters by counsel and to some other conditions. Bank Austria Creditanstalt AG will agree in the underwriting agreement to purchase all of the ADCs to be sold under the underwriting agreement if they purchase any of the ADCs.

 

We will pay to Bank Austria Creditanstalt AG as compensation a combined management commission, underwriting commission and selling concession (“Underwriting Discount”) of 4.7% of the total gross proceeds from the sale of the ADCs.

 

Underwriter

 

Number of ADCs

 

Price per ADC (in Euro)

 

Compensation (in Euro)

 

 

 

 

 

 

 

 

 

Bank Austria Creditanstalt AG

 

7,132,667

 

5.84

 

1,956,540

 

 

The expenses of the offering, not including the Underwriting Discount, are estimated at approximately $0.6 million and are payable by us.

 

We will agree in the underwriting agreement to indemnify Bank Austria Creditanstalt AG against certain liabilities in connection with the offer and sale of the ADCs, including liabilities under the Securities Act. In addition, we will agree in the underwriting agreement to reimburse Bank Austria Creditanstalt AG for certain of its expenses incurred in connection with the offer and sale of the ADCs. It is contemplated that in a mandate letter with an affiliate of Bank Austria Creditanstalt AG, we will agree that, in case this offering is not consummated or is terminated, we will pay to Bank Austria Creditanstalt AG or such affiliate compensation for their services in connection with the preparation of this offering. In addition, we contemplate to also agree in the mandate letter to pay to Bank Austria Creditanstalt AG or its affiliate a break-up fee in case this offering is not consummated or is terminated and we consummate a transaction similar to this offering with an underwriter other than Bank Austria Creditanstalt AG.

 

22



 

Lock-Up Agreements

 

We will agree with Bank Austria Creditanstalt AG in the underwriting agreement, to the extent permitted by law, that, during the period commencing on the date of the underwriting agreement and ending on the 180th calendar day following Closing, we will not, without the prior written consent of Bank Austria Creditanstalt AG, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of our common stock, options or warrants to acquire shares of our common stock or securities exchangeable or exercisable for or convertible into shares of our common stock (other than as contemplated by this Agreement with respect to the shares and the ADCs); provided, however, that we may file a registration statement on Form S-8 relating to any stock option plan described in this prospectus and may issue shares of our common stock or options to purchase our common stock, or common stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectuses.

 

Furthermore, Erwin Haitzmann, Peter Hoetzinger, Thomas Graf, The Haitzmann Family Foundation and The Hoetzinger Family Foundation have agreed with Bank Austria Creditanstalt AG that they will not, until 180 days following Closing, offer, directly or indirectly, sell or announce the offering or sale or to take any other measure which commercially corresponds to a sale or transfer of shares of our common stock held by them.

 

Payment and Delivery

 

Delivery of the ADCs is expected to take place against payment therefore in immediately available funds on or about October 13, 2005. The ADCs will initially be delivered at Closing through the facilities of the OeKB, Euroclear and Clearstream.

 

The ADCs will be evidenced by a modifiable global certificate held in safe custody by OeKB. Purchasers of the ADCs will not be entitled to receive individual ADC certificates.

 

Listing

 

We expect the ADCs to be approved for listing in the Official Market on the Vienna Stock Exchange (Amtlicher Handel an der Wiener Börse) on or about October 4, 2005. Official listing and trading is expected to commence on or about October 12, 2005. See “Application for Listing”, p. 133, for details.

 

23



 

USE OF PROCEEDS

 

We estimate that the net proceeds to us from the sale of our ADCs in this Offering will be approximately 39 million Euro after deducting the Underwriting Discount and estimated offering expenses, in the total amount of 2.5 million Euro, payable by us in connection with this Offering.

 

We plan to use the net proceeds from this Offering to give us the necessary flexibility to accelerate our growth path and to partly refinance the debt facilities that are in place for the development projects, as well as for making investments in additional gaming projects and for working capital and other general corporate purposes. As of the date of the prospectus, we have not identified any additional gaming projects in which we intend to invest and we do not have any specific plans for the proceeds of the offering.

 

The principal purposes of this offering are as follows:

 

          to create a public market for our common stock on the Vienna Stock Exchange;

 

          to facilitate our future access to public equity markets;

 

          to increase our visibility in European financial markets; and

 

          to access additional capital that will allow us to act quickly if we identify businesses we would like to acquire or projects that we believe to be attractive investment opportunities.

 

The amounts and timing of our actual expenditures of the proceeds from this Offering will depend on numerous factors, including the status of our project development efforts and the amount of cash generated or used by our operations and competition. We will have broad discretion in the application of the net proceeds of this Offering. You will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use the proceeds. Pending application of the net proceeds, we will invest these proceeds in government securities and other short-term, investment-grade and interest bearing securities or alternatively we will reduce our line of credit.

 

All costs relating to the Offering will be borne by us.

 

DIVIDEND POLICY

 

We have never declared or paid any cash dividends on our shares of common stock. We currently intend to retain all future earnings for the operation and expansion of our business and do not anticipate paying cash dividends on our shares of common stock, including the common stock represented by our ADCs, in the foreseeable future. Any payment of cash dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions, outstanding indebtedness and other factors that our board of directors deem relevant. Our revolving credit facility prohibits us from paying cash dividends on our shares of common stock if payment of such dividends would cause us to violate financial covenants stated in the credit agreement.

 

24



 

SELECTED FINANCIAL INFORMATION

 

Market Price of our Common Stock

 

Our common stock is traded on the NASDAQ Capital Market under the symbol CNTY. For the period from January 1, 2002 through September 27, 2005, the high and low sales prices for our common stock for each quarter as reported by NASDAQ were:

 

 

 

High

 

Low

 

 

 

 

 

 

 

Year ended December 31, 2002

 

 

 

 

 

First Quarter

 

$

3.81

 

$

2.02

 

Second Quarter

 

3.44

 

2.60

 

Third Quarter

 

3.13

 

1.95

 

Fourth Quarter

 

2.30

 

1.63

 

 

 

 

 

 

 

Year ended December 31, 2003

 

 

 

 

 

First Quarter

 

$

2.50

 

$

1.85

 

Second Quarter

 

2.49

 

1.88

 

Third Quarter

 

3.00

 

2.11

 

Fourth Quarter

 

3.93

 

2.20

 

 

 

 

 

 

 

Year ended December 31, 2004

 

 

 

 

 

First Quarter

 

$

3.50

 

$

2.76

 

Second Quarter

 

6.30

 

3.26

 

Third Quarter

 

6.20

 

3.75

 

Fourth Quarter

 

9.77

 

5.27

 

 

 

 

 

 

 

Year ended December 31, 2005

 

 

 

 

 

First Quarter

 

$

9.62

 

$

7.08

 

Second Quarter

 

10.91

 

6.25

 

Third Quarter (through September 27, 2005)

 

7.82

 

6.02

 

 

On September 27, 2005, the last reported sales price of our common stock was $7.01 per share.

 

There is no assurance that the ADCs will trade in a manner similar to our common stock.

 

25



 

Capitalization

 

The following table sets forth our capitalization as of June 30, 2005:

 

          on an actual basis; and

 

          as adjusted to give effect to the issuance and sale by us of up to 7,132,667 shares of common stock represented by ADCs in this Offering at an assumed price of 5.84 Euro per ADC (the closing price of the Company’s shares on NASDAQ on September 27, 2005 of $7.01 translated into Euro at the New York noon buying rate), after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

You should read the information below in conjunction with our consolidated financial statements and their notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

 

As of June 30, 2005

 

 

 

 

 

As adjusted

 

(Amounts in thousands)

 

Actual

 

for the Offering

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

5,821

 

$

52,821

 

Long-term debt, excluding current portion

 

$

17,660

 

$

17,660

 

Shareholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value

 

145

 

216

 

Additional paid-in capital

 

21,468

 

68,397

 

Accumulated other comprehensive income (loss)

 

1,690

 

1,690

 

Retained earnings

 

17,426

 

17,426

 

Treasury stock; 730,876 shares at cost

 

(1,667

)

(1,667

)

Total shareholders’ equity (deficit)

 

$

39,062

 

$

86,062

 

Total capitalization (excluding cash)

 

$

56,722

 

$

103,722

 

 


(*) Excludes (as of June 30, 2005):

 

        3,444,210 shares of common stock issuable upon exercise of options outstanding under our Employees’ Equity Incentive Plan, at an aggregate weighted average exercise price of $1.92 per share;(1) and

 

        80,000 shares of common stock issuable upon the exercise of outstanding options held by our independent directors at a weighted average exercise price of $2.98 per share; and

 

        2,000,000 shares of common stock reserved for future issuance under the terms of our 2005 Equity Incentive Plan.

 

See “Management – Employee Incentive Plans” for a description of our equity incentive compensation plans, including our options.

 


(1) As of September 27, 2005, there are 1,951,210 shares of common stock issuable upon exercise of options outstanding under our Employees’ Equity Incentive Plan, at an aggregate weighted average exercise price of $2.24 per share following the exercise of 1,493,000 options in August 2005.

 

26



 

Dilution

 

For the calculation set forth below, the number of shares of our common stock that will be outstanding after this Offering is based on the number of shares outstanding as of June 30, 2005 and outstanding shares to be effected at Closing of this Offering and the issue and sale of shares of our common stock represented by ADCs.

 

Dilution per share to new investors is determined by subtracting the book value per share after this Offering from the last available price per share (as of September 27, 2005). The following table illustrates this per share dilution, based on the assumption that 7,132,667 shares will be issued:

 

Last available price of the Company’s share on NASDAQ (per share) as of September 27, 2005

 

 

 

$

7.01

 

Book value per share, before Offering

 

$

2.84

 

 

 

Increase per share attributable to this Offering

 

$

1.28

 

 

 

Book value per share after this Offering, per share

 

 

 

$

4.12

 

Dilution per share to new investors

 

 

 

$

2.89

 

 

The above table does not include the possible exercise of outstanding stock options. As of September 27, 2005, 1,951,210 shares of common stock issuable upon exercise of options outstanding under our Employees’ Equity Incentive Plan at a weighted average exercise price of $2.24 per share, 80,000 shares of common stock issuable upon the exercise of outstanding options held by our independent directors at a weighted average exercise price of $2.98 per share and 2,000,000 shares of common stock reserved for future issuance under the terms of our 2005 Equity Incentive Plan were outstanding. To the extent that stock options are exercised at prices below the Offering price per ADC, there will be further dilution to new investors.

 

27



 

Selected Consolidated Financial Data

 

You should read the selected consolidated financial data presented below in conjunction with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The selected financial data presented below under the headings “Consolidated Statement of Earnings Data”, “Consolidated Balance Sheet Data” and “Consolidated Cash Flow Data” as of and for the years ended December 31, 2004, 2003 and 2002 have been derived from our audited consolidated financial statements prepared in accordance with U.S. GAAP and included elsewhere in this prospectus. The selected financial data presented below under the headings “Consolidated Statement of Earnings Data”, “Consolidated Balance Sheet Data” and “Consolidated Cash Flow Data” as of and for the six months ended June 30, 2005 and 2004 have been prepared on the same basis as our annual consolidated financial statements, are derived from our unaudited consolidated financial statements included elsewhere in the prospectus and include only normal and recurring adjustments, necessary to present fairly our results of operations for and as of the periods presented.  Historical results are not necessarily indicative of the results of operations to be expected for future periods.

 

 

 

Year Ended December 31,

 

Six Months Ended June 30,

 

 

 

2004

 

2003

 

2002

 

2005

 

2004

 

 

 

(audited)*

 

(unaudited)

 

 

 

(Amounts in thousands,except per share data)

 

Consolidated Statements of Earnings Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenue

 

$

40,055

 

$

36,059

 

$

33,761

 

$

20,328

 

$

19,119

 

Less promotional allowances

 

(4,290

)

(4,657

)

(4,424

)

(2,192

)

(2,107

)

Net operating revenue

 

35,765

 

31,402

 

29,337

 

18,136

 

17,012

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Casino

 

13,760

 

11,667

 

9,897

 

7,002

 

6,473

 

Hotel, food and beverage

 

3,134

 

2,553

 

1,509

 

1,355

 

1,402

 

General and administrative

 

9,103

 

7,745

 

7,191

 

5,475

 

4,206

 

Property write-down and other write-offs, net of (recoveries)

 

(178

)

(35

)

1,145

 

(30

)

 

Depreciation

 

2,993

 

2,668

 

2,304

 

1,790

 

1,382

 

Total operating costs and expenses

 

28,812

 

24,598

 

22,046

 

15,592

 

13,463

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from unconsolidated subsidiary

 

55

 

 

 

(109

)

51

 

Earnings from operations

 

7,008

 

6,804

 

7,291

 

2,435

 

3,600

 

Interest expense

 

(1,587

)

(2,011

)

(1,903

)

(1,034

)

(812

)

Other income, net

 

169

 

252

 

176

 

159

 

92

 

Non-operating items from unconsolidated subsidiary, net

 

(5

)

 

 

(4

)

(8

)

Non-operating (expense)

 

(1,423

)

(1,759

)

(1,727

)

(879

)

(728

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes and minority interest

 

5,585

 

5,045

 

5,564

 

1,556

 

2,872

 

Provision for income taxes

 

749

 

1,777

 

2,454

 

146

 

790

 

Minority interest in subsidiary (earnings) losses

 

(98

)

(22

)

(31

)

106

 

(31

)

Net earnings

 

$

4,738

 

$

3,246

 

$

3,079

 

$

1,516

 

$

2,051

 

Earnings per share, basic

 

$

0.35

 

$

0.24

 

$

0.23

 

$

0.11

 

$

0.15

 

Earnings per share, diluted (1)

 

$

0.30

 

$

0.22

 

$

0.20

 

$

0.09

 

$

0.13

 

 


* The summary consolidated financial data has been derived from the audited consolidated financial statements, appearing elsewhere in this prospectus.

(1) There were no options or warrants excluded from the computation of the diluted earnings per share.

 

28



 

 

 

As of December 31,

 

As of June 30,

 

 

 

2004

 

2003

 

2002

 

2005

 

2004

 

 

 

(audited)*

 

(unaudited)

 

 

 

(Amounts in thousands)

 

Consolidated Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

8,411

 

$

4,729

 

$

4,582

 

$

5,821

 

$

4,112

 

Restricted cash

 

706

 

598

 

491

 

599

 

643

 

Total other current assets

 

1,058

 

980

 

697

 

2,068

 

1,042

 

Property and equipment, net

 

48,629

 

36,796

 

33,965

 

51,026

 

39,629

 

Goodwill, casino licenses

 

11,002

 

9,848

 

9,197

 

10,475

 

10,642

 

Other assets

 

1,398

 

1,866

 

2,211

 

1,203

 

1,748

 

Total Assets

 

$

71,204

 

$

54,817

 

$

51,143

 

$

71,192

 

$

57,816

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

8,267

 

6,471

 

5,818

 

7,889

 

7,578

 

Long-term debt, less current portion

 

17,970

 

14,913

 

16,531

 

17,660

 

13,761

 

Other

 

4,588

 

385

 

1,691

 

6,581

 

271

 

Total shareholders’ equity

 

40,379

 

33,048

 

27,103

 

39,062