form10-q.htm
 
UNITED STATES
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington, D.C. 20549
 
 
Form 10-Q
 
         
 
___X___ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the quarterly period ended June 30, 2007
 
 
 
OR
 
 
 
_______ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the transition period from ____________ to ___________
 
 
 
Commission file number     0-22290
 
 
logo
 
CENTURY CASINOS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
DELAWARE
(State or other jurisdiction of incorporation or organization)
 
 
84-1271317
(I.R.S. Employer Identification No.)
 
 
 
1263 Lake Plaza Drive Suite A, Colorado Springs, Colorado 80906
(Address of principal executive offices)
(Zip Code)
 
 
 
(719) 527-8300
(Registrant’s telephone number, including area code)
 
         
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   _X_   No ___
 
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
 
    Large accelerated filer __  Accelerated filer _X_   Non-accelerated filer __
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes___  No _X_
 
 
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:
 
 
 
Common stock, $0.01 par value per share, 23,451,067 shares outstanding as of August 8, 2007.
 

     
       
--1--


 
CENTURY CASINOS, INC.
 
 
FORM 10-Q INDEX
 
     
Page
PART I
 
FINANCIAL INFORMATION
Number
       
Item 1.
 
Condensed Consolidated Financial Statements (unaudited)
 
   
Condensed Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006
3
   
Condensed Consolidated Statements of Earnings for the Three and Six Months Ended June 30, 2007 and 2006
4
   
Condensed Consolidated Statements of Comprehensive Earnings for the Three and Six Months Ended June 30, 2007 and 2006
5
   
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006
6
   
Notes to Condensed Consolidated Financial Statements
9
Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
41
Item 4.
 
Controls and Procedures
41
       
PART II
 
OTHER INFORMATION
 
       
Item 4.
 
Submission of Matters to a Vote of Security Holders
42
Item 6.
 
Exhibits
42
   
SIGNATURES
43

--2--


CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

Amounts in thousands, except for share information
 
June 30, 2007
   
December 31, 2006
 
ASSETS
           
Current Assets:
           
Cash and cash equivalents
  $
14,193
    $
34,969
 
Restricted cash
   
2,155
     
2,352
 
Receivables, net
   
847
     
934
 
Prepaid expenses
   
1,353
     
1,183
 
Inventories
   
461
     
445
 
Other current assets
   
480
     
1,091
 
Deferred income taxes – foreign
   
263
     
193
 
Total current assets
   
19,752
     
41,167
 
                 
Property and Equipment, net
   
129,177
     
124,638
 
Goodwill
   
12,667
     
12,262
 
Investment in Unconsolidated Subsidiary
   
9,797
     
-
 
Casino Licenses and Other Intangible Assets
   
10,482
     
9,341
 
Deferred Income Taxes – domestic
   
1,968
     
1,763
 
                                           – foreign
   
2,231
     
2,143
 
Note Receivable (see Note 2)
   
-
     
5,170
 
Other Assets
   
1,926
     
1,376
 
Total
  $
188,000
    $
197,860
 

LIABILITIES AND SHAREHOLDERS’ EQUITY
           
Current Liabilities:
           
Current portion of long-term debt
  $
10,829
    $
20,669
 
Accounts payable and accrued liabilities
   
7,328
     
10,625
 
Accrued payroll
   
1,958
     
2,172
 
Taxes payable
   
2,162
     
2,509
 
Deferred income taxes – domestic
   
16
     
16
 
Total current liabilities
   
22,293
     
35,991
 
                 
Long-Term Debt, less current portion
   
55,192
     
56,036
 
Other Long-Term Accrued Liabilities
   
1,518
     
-
 
Minority Interest
   
4,759
     
5,406
 
                 
Commitments and Contingencies
               
                 
Shareholders’ Equity:
               
    
               
     Preferred stock; $.01 par value; 20,000,000 shares authorized;  no shares issued or outstanding
   
-
     
-
 
Common stock; $.01 par value; 50,000,000 shares authorized;
               
23,168,443 shares issued; 23,051,067 and 23,004,067 shares outstanding, respectively
   
232
     
232
 
Additional paid-in capital
   
69,870
     
69,779
 
Accumulated other comprehensive earnings
   
3,931
     
2,768
 
Retained earnings (see Note 5)
   
30,470
     
28,020
 
     
104,503
     
100,799
 
Treasury stock – 117,376 and 164,376 shares at cost, respectively
    (265 )     (372 )
Total shareholders’ equity
   
104,238
     
100,427
 
Total
  $
188,000
    $
197,860
 

See notes to condensed consolidated financial statements.
 
--3--

CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

   
For the three months
ended June 30,
   
For the six months
ended June 30,
 
Amounts in thousands, except for share information
 
2007
   
2006
   
2007
   
2006
 
Operating revenue:
                       
Casino
  $
21,489
    $
11,260
    $
41,378
    $
20,406
 
Hotel, food and beverage
   
2,979
     
1,272
     
5,846
     
2,354
 
Other
   
446
     
321
     
939
     
470
 
     
24,914
     
12,853
     
48,163
     
23,230
 
Less promotional allowances
   
2,241
     
984
     
4,429
     
1,885
 
Net operating revenue
   
22,673
     
11,869
     
43,734
     
21,345
 
                                 
Operating costs and expenses:
                               
Casino
   
8,473
     
4,357
     
16,568
     
7,654
 
Hotel, food and beverage
   
2,542
     
1,000
     
5,125
     
1,830
 
General and administrative
   
6,984
     
4,516
     
12,785
     
7,559
 
Impairments and other write-offs, net of recoveries
   
40
     
7
     
25
     
15
 
Depreciation
   
2,304
     
933
     
4,323
     
1,705
 
                                 
Total operating costs and expenses
   
20,343
     
10,813
     
38,826
     
18,763
 
                                 
Earnings from unconsolidated subsidiary
   
54
     
-
     
54
     
-
 
Earnings from operations
   
2,384
     
1,056
     
4,962
     
2,582
 
Non-operating income (expense):
                               
Interest income
   
443
     
319
     
717
     
597
 
Interest expense
    (1,699 )     (411 )     (3,631 )     (615 )
Other (expense) income, net
    (41 )    
225
     
787
     
319
 
Non-operating (expense) income, net
    (1,297 )    
133
      (2,127 )    
301
 
Earnings before income taxes, minority interest and preferred dividends
   
1,087
     
1,189
     
2,835
     
2,883
 
Provision for income taxes
   
304
     
105
     
628
     
461
 
Earnings before minority interest and preferred dividends
   
783
     
1,084
     
2,207
     
2,422
 
Minority interest in subsidiary losses, net
   
315
     
247
     
652
     
599
 
Preferred dividends issued by subsidiary
    (57 )    
-
      (276 )    
-
 
Net earnings
  $
1,041
    $
1,331
    $
2,583
    $
3,021
 
                                 
Earnings per share:
                               
Basic
  $
0.05
    $
0.06
    $
0.11
    $
0.13
 
Diluted
  $
0.04
    $
0.06
    $
0.11
    $
0.13
 

See notes to condensed consolidated financial statements.
 
--4--

CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited)

   
For the three months
ended June 30,
   
For the six months
ended June 30,
 
                         
Amounts in thousands
 
2007
   
2006
   
2007
   
2006
 
                         
Net earnings
  $
1,041
    $
1,331
    $
2,583
    $
3,021
 
Foreign currency translation adjustments
   
2,677
      (1,397 )    
1,163
      (409 )
Comprehensive earnings (loss)
  $
3,718
    $ (66 )   $
3,746
    $
2,612
 


See notes to condensed consolidated financial statements.

--5--


CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

   
For the six months
ended June 30,
 
             
Amounts in thousands
 
2007
   
2006
 
             
Cash Flows from Operating Activities:
           
Net earnings
  $
2,583
    $
3,021
 
                 
Adjustments to reconcile net earnings to net cash provided by
               
operating activities:
               
Depreciation
   
4,323
     
1,705
 
Imputed interest
   
88
     
-
 
Amortization of share-based compensation
   
28
     
201
 
Amortization of deferred financing costs
   
236
     
30
 
Deferred tax expense
    (301 )     (257 )
Minority interest in subsidiary losses
    (652 )     (599 )
Earnings from unconsolidated subsidiary
    (54 )    
-
 
Other
   
-
     
11
 
Excess tax benefits from stock-based payment arrangements
    (62 )     (376 )
Changes in operating assets and liabilities:
               
Receivables
   
127
      (400 )
Prepaid expenses and other assets
    (697 )    
211
 
Accounts payable and accrued liabilities
    (3,795 )     (2,454 )
Accrued payroll
    (249 )    
57
 
Taxes payable
    (307 )     (230 )
                 
Net cash provided by operating activities
   
1,268
     
920
 
                 
                 
Cash Flows from Investing Activities:
               
Purchases of property and equipment
    (6,014 )     (25,476 )
Note receivable
   
-
      (4,751 )
Acquisition of remaining interest in Century Resorts Alberta, Inc.
   
-
      (5,135 )
Cash contribution of $0.7 million towards interest in Century
   Casino Millennium, plus net cash acquired of $0.4 million
   
-
      (278 )
Cash contribution of $6.7 million towards interest in Newcastle,
   less net cash acquired of $1.6 million
   
-
      (5,068 )
Cash contribution of $2.0 million towards interest in G5 Sp. z o.o.
    (2,016 )    
-
 
Proceeds from disposition of assets
   
13
     
86
 
                 
Net cash used in investing activities
    (8,017 )     (40,622 )

(continued)

--6--


CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

   
For the six months
ended June 30,
 
Amounts in thousands
 
2007
   
2006
 
Cash Flows from Financing Activities:
           
Proceeds from borrowings
  $
12,988
    $
44,630
 
Principal repayments
    (26,606 )     (16,049 )
Excess tax benefits from stock-based payment arrangements
   
62
     
376
 
Deferred financing charges
    (40 )     (10 )
Decrease in restricted cash
   
202
     
-
 
Proceeds from exercise of options
   
106
     
450
 
Other
   
-
      (47 )
                 
Net cash (used in) provided by financing activities
    (13,288 )    
29,350
 
                 
Effect of Exchange Rate Changes on Cash
    (739 )    
700
 
                 
Decrease in Cash and Cash Equivalents
    (20,776 )     (9,652 )
                 
Cash and Cash Equivalents at Beginning of Period
   
34,969
     
37,167
 
                 
Cash and Cash Equivalents at End of Period
  $
14,193
    $
27,515
 

Supplemental Disclosure of Non-cash Financing Activities:

The Company had approximately $7.6 million of accrued construction liabilities relating to its projects in Central City, Colorado and Edmonton, Alberta, Canada as of June 30, 2006. The Company offset the total purchases of property and equipment for the six months ended June 30, 2006 by this amount.

On January 12, 2006, Century Resorts International Ltd. (“CRI”) purchased the remaining 43.6% equity interest in Century Resorts Alberta, Inc. (“CRA”). In conjunction with this acquisition, CRI assumed the following assets and liabilities:

Amounts in thousands
     
Fair value of minority interest acquired
  $
1,818
 
Goodwill
   
4,342
 
Long-term debt
    (1,025 )
Cash paid
  $
5,135
 

The assets acquired and liabilities assumed are reported in the condensed consolidated balance sheets.  CRA is a new entity and pro forma information is not applicable.

On April 13, 2006, Century Casinos Europe GmbH (“CCE”) purchased the remaining 50% interest in Century Casino Millennium (“CM”) for approximately $0.7 million. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

Amounts in thousands
     
Cash
  $
402
 
Restricted cash
   
845
 
Accounts receivable
   
153
 
Property and equipment, net
   
594
 
Goodwill
    (345 )
Other assets, including intercompany debt assumed
   
196
 
Accounts payable and accrued liabilities
    (132 )
Accrued payroll
    (9 )
Taxes payable
    (343 )
Long-term debt
    (681 )
Cash paid
  $
680
 

The purchase price allocation for CM was completed in June 2006.  The final allocation of the purchase price increased goodwill and reduced the value of the Company’s tangible assets by an immaterial amount. The assets acquired and liabilities assumed are reported in the condensed consolidated balance sheet.

--7--

Century Casinos Africa completed the purchase of a 60% controlling interest in Century Casino Newcastle (“CNEW”) on April 1, 2006 for approximately $7.4 million (45.5 million Rand).  To date, the Company has paid $6.7 million (40.5 million Rand) towards the purchase. The remaining $0.7 million (5.0 million Rand) has been accrued as a current liability on the condensed consolidated balance sheet as of June 30, 2007. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:

Amounts in thousands
     
Cash
  $
1,530
 
Accounts receivable
   
35
 
Prepaid expenses
   
91
 
Inventory
   
74
 
Property and equipment, net
   
3,009
 
Casino licenses
   
8,911
 
Deferred income taxes – foreign
   
1,314
 
Accounts payable and accrued liabilities
    (801 )
Accrued payroll
    (183 )
Taxes payable
    (446 )
Long-term debt
    (1,965 )
Amount credited to minority partner
    (4,917 )
Cash paid
  $
6,652
 

The assets acquired and liabilities assumed are reported in the condensed consolidated balance sheet.

On March 12, 2007, CCE purchased G5 Sp. z o.o, a Polish entity that owns a 33.3% interest in Casinos Poland Ltd (“CPL”). The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

Amounts in thousands
     
Investment in Casinos Poland Ltd.
  $
8,944
 
Accounts payable and accrued liabilities
    (277 )
Long-term debt, including intercompany debt assumed
    (6,651 )
Cash paid
  $
2,016
 

The assets acquired and liabilities assumed, other than intercompany debt, are reported in the condensed consolidated balance sheet.

Supplemental Disclosure of Cash Flow Information:

Amounts in Thousands
 
For the six months
ended June 30,
 
   
2007
   
2006
 
Interest paid
  $
4,005
    $
1,564
 
Income taxes paid
  $
1,390
    $
84
 

See notes to condensed consolidated financial statements.

--8--


CENTURY CASINOS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.           DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Century Casinos, Inc. (“CCI” or the “Company”) is an international casino entertainment company. The Company owns and/or manages casino operations in North America, South Africa, the Czech Republic and international waters through various entities that are wholly owned or in which we have a majority ownership position. In addition, the Company holds a 33.3% ownership interest in CPL, the owner and operator of seven casinos and one slot arcade in Poland. The Company continues to pursue other international projects in various stages of development.

The accompanying condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial reporting and the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X.  The accompanying condensed consolidated financial statements include the accounts of CCI and its majority-owned subsidiaries.  All intercompany transactions and balances have been eliminated.  The financial statements of all foreign subsidiaries consolidated herein have been converted to US GAAP for financial statement presentation purposes.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted.  Certain reclassifications have been made to the 2006 financial information in order to conform to the 2007 presentation.

In the opinion of management, all adjustments considered necessary for fair presentation of financial position, results of operations and cash flows have been included. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.  The results of operations for the period ended June 30, 2007 are not necessarily indicative of the operating results for the full year.

*****

Presentation of Foreign Currency Amounts - Historical transactions that are denominated in a foreign currency are translated and presented at the United States exchange rate in effect on the date of the transaction.  Commitments that are denominated in a foreign currency and all balance sheet accounts other than shareholders’ equity are translated and presented based on the exchange rate at the end of the reported periods.  Current period transactions affecting the profit and loss of operations conducted in foreign currencies are valued at the average exchange rate for the period in which they are incurred.  The exchange rates used to translate balances at the end of the reported periods are as follows:

 
June 30, 2007
December 31, 2006
June 30, 2006
Canadian Dollars (CAD)
1.0634
1.1653
1.1150
Czech Koruna (CZK)
21.2340
20.8500
22.3270
Euros (€)
0.73971
0.7578
0.7827
Polish Zloty (PLN)
2.7852
2.9016
N/A
South African Rand (ZAR)
7.0471
7.0496
7.1704
Source: Pacific Exchange Rate Service

--9--



2.           ACQUISITIONS

Century Casino Newcastle: On April 1, 2006, the Company acquired a 60.0% ownership in CNEW for approximately $7.4 million (ZAR 45.5 million). To date, the Company has paid $6.7 million (ZAR 40.5 million) towards the purchase. The remaining $0.7 million (ZAR 5.0 million) is payable on the one year anniversary of the opening of a new casino (December 2, 2007) and is classified as a current liability on the June 30, 2007 and December 31, 2006 condensed consolidated balance sheets. Pro forma results of operations have not been presented as they would not have been materially different from previously reported amounts.

An additional $0.4 million (ZAR 2.5 million) will be payable to the minority shareholders if casino revenue during the first 12 months of operations at the new casino exceeds $13.5 million (ZAR 95.0 million). As of June 30, 2007, the Company does not deem it probable that casino revenue will exceed the required amount.

The final purchase price allocation resulted in the recognition of $8.9 million (ZAR 54.3 million) of indefinite lived intangible assets. Intangible assets acquired represent casino licenses.

G5 Sp. z o.o.: On March 12, 2007, the Company completed the acquisition of G5 Sp. z o.o. (“G5”) for approximately $2.8 million (€2.2 million). To date, the Company has paid $2.0 million (€1.6 million). The remaining $0.8 million (€0.6 million) is payable on September 12, 2007 and is classified as a current liability on the June 30, 2007 condensed consolidated balance sheet. In connection with the purchase, the Company loaned G5 approximately $6.2 million (PLN 18.0 million) to repay existing loans between G5 and its creditors. The loan is secured by the outstanding shares of G5. Interest payments, calculated at the 1-month LIBOR rate plus 2% per annum, are payable annually. The loan matures on June 21, 2011. The loan and related interest are eliminated in consolidation subsequent to the acquisition. G5 owns 33.3% of all shares issued by CPL. CPL owns and operates seven casinos and one slot arcade in Poland (See Note 3).

3.
EQUITY INVESTMENT IN UNCONSOLIDATED SUBSIDIARY

The Company has a 33.3% ownership interest in CPL, and we account for this investment under the equity method.

The Company records its share of CPL’s earnings on a one-month lag. Following is the summarized unaudited financial information of CPL as of May 31, 2007:

Amounts in thousands
 
As of
 
   
May 31, 2007
 
Balance Sheet:
     
   Current assets
  $ 5,416  
   Noncurrent assets
  $ 11,382  
   Current liabilities
  $ 11,651  
   Noncurrent liabilities
  $ 4,743  
 
   
March 12, 2007
through
May 31, 2007
 
Operating Results:
     
   Net operating revenue
  $ 14,132  
   Net earnings
  $ 164  

The Company’s maximum exposure to losses at June 30, 2007 is $9.8 million, the value of its equity investment in CPL.

--10--



4.           SHAREHOLDERS’ EQUITY

Subsidiary Preference Shares - In connection with the granting of a gaming license to Century Casinos Caledon (Pty) Ltd. (“CCAL”) by the Western Cape Gambling and Racing Board in April 2000, CCAL issued a total of 200 preference shares, 100 shares each to two minority shareholders, each of whom has one seat on the board of directors of CCAL, neither of whom is an officer, director or affiliate of CCI. In January 2006, 200 preference shares of a new class (“Class A shares”) were authorized for issuance. The Class A shares are neither cumulative nor redeemable. Each Class A share entitles the holder to dividends of 0.009% of the annual gross gambling revenue of the Caledon Hotel, Spa and Casino after the deduction of gaming taxes and value added tax. Furthermore, if the casino business is sold or otherwise dissolved, for each Class A share held, the shareholder would be entitled to 0.009% of any surplus directly attributable to the casino business, net of all liabilities attributable to the casino business. In March 2007, the second of the two preference shareholders accepted the offer to transfer all 100 of its original preference shares for 100 Class A shares and was paid ZAR 5,000 per share as an incentive to exchange their original preference shares for Class A shares.

CCAL paid $0.3 million (ZAR 2.0 million) of preference dividends for the six months ended June 30, 2007, which includes a one time dividend payment of $0.2 million (ZAR 1.2 million) to the preference shareholder that exchanged its shares.

2007 Equity Grant – On July 3, 2007, the Company issued 200,000 shares of restricted common stock to each of its Co Chief Executive Officers. The Company also granted an aggregate of 60,000 stock options with an exercise price of $9.00 per share to employees of the Company. The restricted common stock and stock options vest ratably over a four-year period.

In addition, on July 3, 2007, the Company granted an aggregate of 25,000 stock options with an exercise price of $9.00 per share to independent directors of the Company. These stock options vest one year from grant date.

Subsequent to the issuance of this grant, there is $4.0 million of total unrecognized compensation expense related to unvested stock options and unvested restricted common stock remaining to be recognized. Of this total, $0.9 million will be recognized over the remainder of 2007 and $3.1 million will be recognized in subsequent years through 2011.

5.           PROMOTIONAL ALLOWANCES

Promotional allowances presented in the condensed consolidated statements of earnings for the three- and six-month periods ended June 30, 2007 and 2006 include the following:

   
For the three months
ended June 30,
   
For the six months
ended June 30,
 
Amounts in thousands
 
2007
   
2006
   
2007
   
2006
 
Food & Beverage and Hotel
  $
772
    $
284
    $
1,461
    $
571
 
Free Plays or Coupons
   
823
     
323
     
1,611
     
658
 
Player Points
   
646
     
377
     
1,357
     
656
 
Total Promotional Allowances
  $
2,241
    $
984
    $
4,429
    $
1,885
 


--11--


6.           INCOME TAXES

The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), on January 1, 2007. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company has analyzed filing positions in all of the federal, state and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions.  The Company has identified its U.S. federal tax return, its state tax return in Colorado and its foreign tax returns in South Africa as “major” tax jurisdictions, as defined. The only periods subject to examination for the Company’s federal return are the 2005 and 2006 tax years. The periods subject to examination for the Company’s state returns in Colorado are years 2003 through 2006. The periods subject to examination for the Company’s statutory income tax returns in South Africa are years 2002 through 2006. As a result of the implementation of FIN 48, we recognized a $0.1 million liability for unrecognized tax liabilities related to tax positions taken in prior periods, which is recorded as a component of other long-term accrued liabilities. This increase was accounted for as an adjustment to the opening balance of retained earnings on January 1, 2007.

We may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of earnings before income taxes. Penalties are recorded in general and administrative expenses and interest paid or received is recorded in interest expense or interest income, respectively, in the condensed consolidated statement of earnings.

The income tax provisions are based on estimated full-year earnings for financial reporting purposes adjusted for permanent differences. The provision for income tax expense consists of the following:

   
For the three months
ended June 30,
   
For the six months
ended June 30,
 
Amounts in thousands
 
2007
   
2006
   
2007
   
2006
 
Provision for federal income taxes
  $ (89 )   $ (242 )   $ (151 )   $ (211 )
Provision for state income taxes
    (11 )     (34 )     (20 )     (30 )
Provision for foreign income taxes
   
404
     
381
     
799
     
702
 
Total provision for income taxes
  $
304
    $
105
    $
628
    $
461
 

Reconciliation of federal income tax statutory rate to the Company’s effective tax rate is as follows:

   
For the three months
ended June 30,
   
For the six months
ended June 30,
 
   
2007
   
2006
   
2007
   
2006
 
Federal income tax statutory rate
    34.0 %     34.0 %     34.0 %     34.0 %
Foreign income taxes
    (51.0 %)     (57.1 %)     (47.9 %)     (47.5 %)
State income tax (net of federal benefit)
    0.8 %     0.2 %     2.2 %     1.3 %
Losses assigned to minority partner
    14.1 %     11.5 %     11.1 %     9.5 %
Permanent and other items
    30.1 %     20.2 %     22.8 %     18.7 %
Total provision for income taxes
    28.0 %     8.8 %     22.2 %     16.0 %

The Company consolidates the results of CC Tollgate LLC (“CTL”) in which it holds a 65% majority interest.  No provision for income tax on the losses allocated to the minority partner are included in the condensed consolidated statements of earnings for the three and six months ended June 30, 2007 and 2006.

--12--

 
7.           EARNINGS PER SHARE

 
Basic and diluted earnings per share for the three and six months ended June 30, 2007 and 2006 were computed as follows:

 Amounts in thousands,
 except for share information
 
For the three months
ended June 30,
   
For the six months
ended June 30,
 
   
2007
   
2006
   
2007
   
2006
 
Basic Earnings Per Share:
                       
Net earnings
  $
1,041
    $
1,331
    $
2,583
    $
3,021
 
Weighted average common shares
   
23,051,067
     
22,749,798
     
23,039,429
     
22,565,182
 
Basic earnings per share
  $
0.05
    $
0.06
    $
0.11
    $
0.13
 
                                 
Diluted Earnings Per Share:
                               
Net earnings
  $
1,041
    $
1,331
    $
2,583
    $
3,021
 
Weighted average common shares
   
23,051,067
     
22,749,798
     
23,039,429
     
22,565,182
 
Effect of dilutive securities:
                               
Stock options and warrants
   
836,855
     
1,265,966
     
895,974
     
1,399,652
 
Dilutive potential common shares
   
23,887,922
     
24,015,764
     
23,935,403
     
23,964,834
 
Diluted earnings per share
  $
0.04
    $
0.06
    $
0.11
    $
0.13
 

8.           SEGMENT INFORMATION

We are managed in seven segments, based primarily on our casino properties. Each casino property derives its revenues primarily from casino operations, room rentals and/or food and beverage sales.

   
Long-Lived Assets*
   
Total Assets
 
Amounts in thousands
 
June 30,
2007
   
December 31,
2006
   
June 30,
2007
   
December 31,
2006
 
Cripple Creek (Colorado, USA)
  $
29,165
    $
29,324
    $
31,585
    $
31,465
 
Central City (Colorado, USA)
   
43,392
     
43,952
     
47,076
     
48,661
 
Edmonton (Alberta, Canada)
   
35,063
     
31,927
     
41,107
     
39,305
 
Caledon (South Africa)
   
18,594
     
17,188
     
20,480
     
19,134
 
Newcastle (South Africa)
   
23,080
     
21,499
     
25,060
     
24,535
 
Other operating:
                               
  Casino Millennium (Czech Republic)
   
551
     
496
     
2,095
     
2,166
 
  Cruise Ships (International)
   
1,072
     
1,032
     
1,697
     
1,839
 
Corporate
   
1,409
     
823
     
18,900
     
30,755
 
Total
  $
152,326
    $
146,241
    $
188,000
    $
197,860
 
* Long-lived assets consist of property and equipment, goodwill, casino licenses and other long-lived intangible assets.

--13--

 
   
 Net Operating Revenue
 
   
For the three months
ended June 30,
   
For the six months
ended June 30,
 
Amounts in thousands
 
2007
   
2006
   
2007
   
2006
 
Cripple Creek (Colorado, USA)
  $
4,440
    $
3,968
    $
8,499
    $
7,804
 
Central City (Colorado, USA)
   
5,060
     
-
     
9,575
     
-
 
Edmonton (Alberta, Canada)
   
4,480
     
1
     
8,632
     
2
 
Caledon (South Africa)
   
4,414
     
4,662
     
8,798
     
9,433
 
Newcastle (South Africa)
   
3,057
     
2,050
     
5,710
     
2,050
 
Other operating:
                               
  Casino Millennium (Czech Republic)
   
557
     
395
     
1,143
     
395
 
  Cruise Ships (International)
   
664
     
780
     
1,370
     
1,639
 
Corporate
   
1
     
13
     
7
     
22
 
Total
  $
22,673
    $
11,869
    $
43,734
    $
21,345
 

   
 Net Earnings
 
   
For the three months
ended June 30,
   
For the six months
ended June 30,
 
Amounts in thousands
 
2007
   
2006
   
2007
   
2006
 
Cripple Creek (Colorado, USA)
  $
793
    $
616
    $
1,347
    $
1,169
 
Central City (Colorado, USA)
   
50
      (367 )     (5 )     (367 )
Edmonton (Alberta, Canada)
   
298
      (75 )    
604
      (64 )
Caledon (South Africa)
   
844
     
736
     
1,509
     
1,882
 
Newcastle (South Africa)
   
276
     
270
     
537
     
270
 
Other operating:
                               
  Casino Millennium (Czech Republic)
    (35 )     (81 )    
47
      (81 )
  Cruise Ships (International)
    (98 )    
119
      (16 )    
287
 
Corporate
    (1,087 )    
113
      (1,440 )     (75 )
Total
  $
1,041
    $
1,331
    $
2,583
    $
3,021
 

9.           COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

Hermanus Road ConstructionOn March 27, 2007, CCAL and the Provincial Government of the Western Cape entered into an agreement whereby CCAL committed $1.1 million (ZAR 8.0 million) towards the construction of a highway between Caledon and Hermanus, South Africa. CCAL will be billed by the Provincial Government in increments of 16% of the value of work completed by the contractor. Construction of the road is expected to begin by April 1, 2008 and be completed by April 1, 2009. CCAL will not be responsible for any amounts in excess of $1.1 million (ZAR 8.0 million) or for any construction costs subsequent to April 1, 2009. Any excess costs will be borne by the Provincial Government. The Company has recorded $1.1 million (ZAR 8.0 million) as a component of other long-term accrued liabilities and casino licenses and other intangible assets on the June 30, 2007 condensed consolidated balance sheet.
 

 
 


--14--


Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Forward-Looking Statements, Business Environment and Risk Factors

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  In addition, Century Casinos, Inc. (the “Company”) may make other written and oral communications from time to time that contain such statements.  Forward-looking statements include statements as to industry trends and future expectations of the Company and other matters that do not relate strictly to historical facts and are based on certain assumptions by management.  These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations.  These statements are based on the beliefs and assumptions of the management of the Company based on information currently available to management.  Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.  Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K filed on March 16, 2007. We caution the reader to carefully consider such factors.  Furthermore, such forward-looking statements speak only as of the date on which such statements are made.  We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

This report includes amounts translated into U.S. dollars from certain foreign currencies. For a description of the currency conversion methodology and exchange rates used for certain transactions, see Note 1 to the condensed consolidated financial statements included elsewhere in this report.

References in this item to “we,” “our,” or “us” are to the Company and its subsidiaries on a consolidated basis unless the context otherwise requires.

OVERVIEW

Our executive officers review operating results, assess performance and make decisions related to the allocation of resources on a property-by-property basis. We, therefore, believe that each property is an operating segment. In order to provide more detail than would be possible on a consolidated basis, our properties have been grouped as follows to facilitate discussion of our operating results:

Cripple Creek, Colorado includes the operating results of WMCK Venture Corp. (“WMCK”) and subsidiaries, which own Womacks Casino and Hotel (“Womacks”) in Cripple Creek, Colorado.

Edmonton, Canada includes the operating results of Century Resorts Alberta, Inc. (and its sister company 1214741 Alberta Ltd.), which owns and operates the Century Casino & Hotel in Edmonton, Alberta, Canada.

Caledon, South Africa includes the operating results of Century Casinos Caledon (Pty) Ltd. (“CCAL”), which operates the Caledon Hotel, Spa and Casino, and its related food service operation.

Newcastle, South Africa includes the operating results of Century Casino Newcastle (Pty) Ltd. (“CNEW”), which owns and operates Century Casino Newcastle in Newcastle, South Africa and its related food service operation.

Central City, Colorado includes the operating results of Century Casinos Tollgate, Inc., which owns a majority interest in and operates a casino and hotel in Central City, Colorado.

--15--


All Other Operating Segments includes the operating results of the shipboard operations for which the Company has casino concession agreements and, subsequent to April 13, 2006, the operating results of Century Casino Millennium (“CM”) located in Prague, Czech Republic.

Corporate operations include, among other items, the expenses associated with being a public company, including Sarbanes-Oxley Act compliance, the results of our equity investment in Casinos Poland and general corporate overhead expenses. In addition, reclassification and eliminating entries are recorded in this segment.

ADJUSTED EBITDA

The following discussion includes a pro forma measurement of net earnings that we define as earnings before interest, taxes, depreciation, amortization and minority interest (“Adjusted EBITDA”). Adjusted EBITDA is not considered a measure of performance recognized under US GAAP.  Management believes that Adjusted EBITDA is a valuable measure of the relative non-US GAAP performance among our operating segments.  The gaming industry commonly uses Adjusted EBITDA as a method of arriving at the economic value of a casino operation.  Management uses Adjusted EBITDA to compare the relative operating performance of separate operating units by eliminating the interest income, interest expense, income tax expense, depreciation expense, amortization expense and minority interest associated with the varying levels of capital expenditures for infrastructure required to generate revenue, and the often high cost of acquiring existing operations. Our lending institutions use EBITDA (Earnings before interest, taxes, depreciation and amortization) to gauge operating performance.  Other companies may not define, calculate or use Adjusted EBITDA in the same manner as we do.

The following table shows Adjusted EBITDA by property. For a reconciliation of net earnings to Adjusted EBITDA, please refer to the individual segment’s discussion in the following Management’s Discussion and Analysis.

   
For the three months
ended June 30,
   
For the six months
ended June 30,
 
Amounts in thousands
 
2007
   
2006
   
2007
   
2006
 
Adjusted EBITDA
                       
        Cripple Creek, Colorado
  $
1,678
    $
1,494
    $
2,971
    $
2,880
 
        Central City, Colorado
   
1,078
      (730 )    
2,133
      (926 )
Edmonton, Canada
   
1,162
      (106 )    
2,145
      (97 )
        Caledon, South Africa
   
1,797
     
1,665
     
3,409
     
3,808
 
Newcastle, South Africa
   
1,087
     
686
     
1,978
     
686
 
All other operating segments
    (35 )    
145
     
223
     
375
 
Corporate
    (2,177 )     (940 )     (3,063 )     (2,120 )
Total Adjusted EBITDA
  $
4,590
    $
2,214
    $
9,796
    $
4,606
 

--16--


CONSOLIDATED RESULTS OF OPERATIONS

We reported net operating revenue of $22.7 million and $11.9 million for the three months ended June 30, 2007 and 2006, respectively, and $43.7 million and $21.3 million for the six months ended June 30, 2007 and 2006, respectively.  Casino revenue was $21.5 million and $11.3 million for the three months ended June 30, 2007 and 2006, respectively, and was $41.4 million and $20.4 million for the six months ended June 30, 2007 and 2006, respectively. Casino expense was $8.5 million and $4.4 million for the three months ended June 30, 2007 and 2006, respectively, and $16.6 million and $7.7 million for the six months ended June 30, 2007 and 2006, respectively.  General and administrative expense was $7.0 million and $4.5 million for the three months ended June 30, 2007 and 2006, respectively. General and administrative expense was $12.8 million and $7.6 million for the six months ended June 30, 2007 and 2006, respectively.  Depreciation expense was $2.3 million and $0.9 million for the three months ended June 30, 2007 and 2006, respectively, and $4.3 million and $1.7 million for the six months ended June 30, 2007 and 2006, respectively.

Total earnings from operations were $2.4 million and $1.1 million for the three months ended June 30, 2007 and 2006, respectively, and $5.0 million and $2.6 million for the six months ended June 30, 2007 and 2006, respectively.

We recorded income tax expense of $0.3 million and $0.1 million for the three months ended June 30, 2007 and 2006, respectively. Income tax expense was $0.6 million and $0.5 million for the six months ended June 30, 2007 and 2006, respectively.

Our net earnings were $1.0 million, or $0.05 per basic share, and $1.3 million, or $0.06 per basic share, for the three months ended June 30, 2007 and 2006, respectively. Net earnings were $2.6 million, or $0.11 per basic share, and $3.0 million, or $0.13 per basic share, for the six months ended June 30, 2007 and 2006, respectively.

The most significant impacts on reported earnings for the three months ended June 30, 2007 were:

 
·
Our new casinos in Central City, Colorado, Newcastle, South Africa and Edmonton, Canada contributed $10.5 million towards the total increase of $10.8 million in net operating revenue and contributed $8.4 million towards the total increase of $9.5 million in net operating expenses;
 
·
Net interest charges increased $1.2 million primarily due to the interest charges on bank debt that funded the construction of the three new casinos; and
 
·
Foreign currency gains decreased $0.4 million primarily due to the recognition of approximately $0.3 million in foreign currency gains on the exchange of currency for the three month period ended June 30, 2006.

The most significant impacts on reported earnings for the six months ended June 30, 2007 were:

 
·
Our new casinos in Central City, Colorado, Newcastle, South Africa and Edmonton, Canada contributed $21.9 million towards the total increase of $22.4 million in net operating revenue and contributed $17.77 million towards the total increase of $20.1 million in net operating expenses;
 
·
Net interest charges increased $2.9 million primarily due to the interest charges on bank debt that funded the construction of the three new casinos.
 
·
Foreign currency gains increased $0.4 million, principally due to the recognition of a foreign currency gain of approximately $0.8 million on cash used towards the purchase of a casino holding company in Poland; and

A discussion by segment follows below.


--17--


CRIPPLE CREEK, COLORADO

The operating results of the Cripple Creek, Colorado segment, includes the operations of Womacks. Intercompany transactions, including fees to its parent, interest and their related tax effects have been eliminated within the segment’s results. Operational results for the three and six months ended June 30, 2007 and 2006 are as follows:
 
   
For the three months
ended June 30,
 
For the six months
ended June 30,
Amounts in thousands
 
2007
 
2006
 
2007
 
2006
Operating Revenue
               
     Casino
$
4,870
$
4,371
$
9,350
$
8,642
     Hotel, food and beverage
 
357
 
336
 
660
 
643
 Other (net of promotional allowances)
 
(787)
 
(739)
 
(1,511)
 
(1,481)
Net operating revenue
 
4,440
 
3,968
 
8,499
 
7,804
                 
Costs and Expenses
               
     Casino
 
1,499
 
1,161
 
2,928
 
2,363
     Hotel, food and beverage
 
413
 
337
 
761
 
661
     General and administrative
 
849
 
976
 
1,838
 
1,900
     Depreciation
 
395
 
410
 
784
 
812
   
3,156
 
2,884
 
6,311
 
5,736
Earnings from operations
 
1,284
 
1,084
 
2,188
 
2,068
Interest income
 
1
 
3
 
5
 
6
Interest (expense)
 
(1)
 
(109)
 
(18)
 
(203)
Other (expense), net
 
(1)
 
-
 
(1)
 
-
Earnings before income taxes
 
1,283
 
978
 
2,174
 
1,871
Income tax expense
 
490
 
362
 
827
 
702
Net Earnings
$
793
$
616
$
1,347
$
1,169
                 
Reconciliation to Adjusted EBITDA:
               
Net earnings
$
793
$
616
$
1,347
$
1,169
Minority interest
 
-
 
-
 
-
 
-
Interest income
 
(1)
 
(3)
 
(5)
 
(6)
Interest expense
 
1
 
109
 
18
 
203
Income tax expense
 
490
 
362
 
827
 
702
Depreciation
 
395
 
410
 
784
 
812
Adjusted EBITDA
$
1,678
$
1,494
$
2,971
$
2,880


--18--

 
Casino Market Data

 
For the three months
ended June 30,
For the six months
ended June 30,
 
2007
2006
2007
2006
Market share of the Cripple Creek gaming revenue*
 
12.4%
 
11.3%
 
12.2%
 
11.5%
Average number of slot machines
 
593
 
582
 
593
 
583
Market share of Cripple Creek gaming devices*
 
12.8%
 
12.3%
 
12.7%
 
12.3%
Average slot machine win per day
 
$ 88
 
$ 80
 
$ 85
 
$ 80
Cripple Creek average slot machine win per day*
 
$ 90
 
$ 85
 
$ 87
 
$ 85
*Source: Colorado Division of Gaming
 
Three months ended June 30, 2007 compared to 2006

The Womacks casino is one of the largest gaming facilities in Cripple Creek.  Management continues to focus on the marketing of Womacks through the player’s club. Womacks has continued the effort to improve the customer experience by converting 436 slot machines, which represent more than 73% of the total machines on the floor, to Ticket in/Ticket Out (“TITO”) devices at June 30, 2007, compared to 59% at June 30, 2006. Management uses points and coupons to attract customers with the expectation of increasing gaming revenue, while monitoring and adjusting the programs as necessary.  Based on management’s ongoing evaluation of the comp policies at the casino, the cost of points and coupons is in line with management’s expectations and prior year results. There were a number of changes made in key management positions at Womacks during the third quarter of 2006, which have contributed to improved results at the property.

In early 2008, a larger casino is expected to open in Cripple Creek. Management believes this casino will have approximately 700 slot machines and 14 table games and will introduce further competition to our casino.

Casino revenue for the three months ended June 30, 2007 was 11.4% higher than during the same period last year, and net operating revenue increased 11.9% as a result of improved management and increased marketing efforts which contributed to a 10.0% increase in average slot machine win per day. Womacks’ market share of gaming devices increased 4.1%. For the entire Cripple Creek market, gaming revenue increased during the three months ended June 30, 2007, closing 1.7% higher than the same period last year.

Casino expense increased by 29.1%, or $0.3 million, for the three months ended June 30, 2007 as compared to the three months ended June 30, 2006, primarily the result of increased gaming taxes resulting from the increase in casino revenue for the period, increased participation fees and increased marketing expenditures.

General and administrative expense for the three months ended June 30, 2007 decreased 13.0%, or $0.1 million, when compared to general and administrative expense for the three months ended June 30, 2006, primarily due to a decrease in workers compensation insurance charges.

Interest expense decreased $0.1 million as the average debt balance for the casino was less than $0.1 million.  The majority of the amount outstanding under the casino’s revolving credit facility relates to funding provided to the Corporate segment.

Cripple Creek’s effective tax rate has remained stable at approximately 38.2% for the three months ended June 30, 2007 as compared to 37.0% for the three months ended June 30, 2006.

--19--


Six months ended June 30, 2007 compared to 2006

Management believes that January 2007 revenues in Cripple Creek were negatively impacted by a series of winter storms that occurred during the month.  Strong revenue growth since that time has offset the January results. Casino revenue for the six months ended June 30, 2007 was 8.2% higher than during the same period last year and net operating revenue increased 8.9%, the result of successful marketing efforts which contributed to a 6.3% increase in average win per day. Womacks’ market share of gaming devices increased 3.3%. For the entire Cripple Creek market, gaming revenue increased less than 1% for the six months ended June 30, 2007 as compared to the six months ended June 30, 2006.

Casino expense increased by 23.9%, or $0.6 million, for the six months ended June 30, 2007 as compared to the six months ended June 30, 2006, primarily the result of increased gaming taxes resulting from the increase in casino revenue for the period, increased participation fees and increased marketing expenditures.

General and administrative expense remained flat period over period as decreases in insurance charges were offset by increases in repairs and maintenance expenditures. The casino is currently undergoing a renovation project estimated to cost the Company approximately $1.4 million. The Company expects to be able to capitalize a majority of this cost.

Interest expense decreased $0.2 million for the six months ended June 30, 2007. The casino has repaid a majority of its outstanding debt on the Womacks credit facility, which reduced the casino’s average debt balance for the period. The majority of the amount outstanding under the facility relates to funding provided to the Corporate segment.

Cripple Creek’s effective tax rate has remained stable at approximately 38.0% for the six months ended June 30, 2007 compared to 37.5% for the six months ended June 30, 2006.

--20--


CENTRAL CITY, COLORADO
 
We opened a casino and hotel in Central City, Colorado on July 11, 2006.  Prior to July 11, 2006, operating expenses for this segment consisted primarily of pre-opening and non-capitalizable construction expenditures. Intercompany transactions, including fees to its parent, interest and their related tax effects have been eliminated within the segment’s results. The operating results of the Central City, Colorado segment for the three and six months ended June 30, 2007 and 2006 are as follows:
 
   
For the three months
ended June 30,
 
For the six months
ended June 30,
Amounts in thousands
 
2007
 
2006
 
2007
 
2006
Operating Revenue
               
     Casino
$
5,535
$
-
$
10,586
$
-
     Hotel, food and beverage
 
605
 
-
 
1,171
 
-
 Other (net of promotional allowances)
 
(1,080)
 
-
 
(2,182)
 
-
Net operating revenue
 
5,060
 
-
 
9,575
 
-
                 
Costs and Expenses
               
     Casino
 
2,055
 
43
 
4,089
 
43
     Hotel, food and beverage
 
554
 
-
 
1,112
 
-
     General and administrative
 
1,372
 
687
 
2,240
 
883
     Depreciation
 
721
 
-
 
1,411
 
-
   
4,702
 
730
 
8,852
 
926
Earnings (loss) from operations
 
358
 
(730)
 
723
 
(926)
Interest income
 
-
 
-
 
-
 
-
Interest (expense)
 
(729)
 
(283)
 
(1,655)
 
(485)
Other income, net
 
(1)
 
-
 
(1)
 
-
Loss before income taxes and minority interest
 
(372)
 
(1,013)
 
(933)
 
(1,411)
Income tax expense (benefit)
 
30
 
(225)
 
(3)
 
(225)
Loss before minority interest
 
(402)
 
(788)
 
(930)
 
(1,186)
Minority Interest
 
452
 
421
 
925
 
819
Net earnings (loss)
$
50
$
(367)
$
(5)
$
(367)
                 
Reconciliation to Adjusted EBITDA:
               
Net earnings (loss)
$
50
$
(367)
$
(5)
$
(367)
Minority interest
 
(452)
 
(421)
 
(925)
 
(819)
Interest income
 
-
 
-
 
-
 
-
Interest expense
 
729
 
283
 
1,655
 
485
Income tax expense (benefit)
 
30
 
(225)
 
(3)
 
(225)
Depreciation
 
721
 
-
 
1,411
 
-
Adjusted EBITDA
$
1,078
$
(730)
$
2,133
$
(926)
 
--21--



 
For the three months
ended June 30, 2007
For the six months
ended June 30, 2007
Market share of the Central City gaming revenue*
27.0%
26.9%
Average number of slot machines
569
568
Market share of Central City gaming devices*
26.1%
26.0%
Average slot machine win per day
$ 104
$ 100
Central City average slot machine win per day*
$ 100
$   97
*Source: Colorado Division of Gaming
 
Three months ended June 30, 2007 compared to 2006

Casino revenue in Central City continued to be below what we initially projected. Although revenue has not yet met our expectations, gaming revenue has grown consistently since opening, with our highest monthly revenue occurring in June 2007. The property is currently operating with 579 slot machines.  We are currently reviewing various strategies to increase revenue and adjusted EBITDA at the property, including the addition of more slot machines in the future.  Management has focused on the development of player club memberships, with results being better than expected. We now have approximately 63,000 players in our player club database.  Management’s marketing strategy continues to focus on direct marketing to the players in our database. Management believes that casino costs are currently in line with casino revenue.

General and administrative expense for the three months ended June 30, 2007 was impacted by a $0.4 million property tax adjustment resulting from a new property assessment, supply purchases of $0.2 million (a majority of which relate to slot conversions) and routine insurance and maintenance charges. For the three months ended June 30, 2006, we incurred approximately $0.6 million in pre-opening general and administrative expense, primarily consisting of payroll expenses.

For the three months ended June 30, 2007, the $0.4 million increase in interest expense relates to interest that we are incurring based on an average debt balance of approximately $22.5 million. For the three months ended June 30, 2006, a majority of our interest charges were capitalized towards the cost of the construction of the casino and hotel.

In April 2006, we began allocating pre-tax losses to the minority partner in proportion to its ownership percentage. Prior to this date, by agreement all losses were allocated to the minority partner until its capital account balances were in the same proportion as its ownership percentage. The calculation of minority interest is determined prior to the elimination of intercompany management fees and interest.

Because CC Tollgate LLC, the operating company of this segment, is a limited liability company, income taxes are provided for on income that will be distributed to us using an effective tax rate of 38%. Pre-tax income is reduced by the minority interest in determining the income subject to tax.

Six months ended June 30, 2007 compared to 2006

Casino revenue in Central City continued to be below what we initially projected. Management believes that January 2007 revenues in Central City were negatively impacted by a series of winter storms that occurred in January.  Although revenue has not yet met our expectations, gaming revenue has grown consistently since opening, with our highest monthly revenue occurring in June 2007.

After some initially higher than expected costs, casino costs are now in line with management’s expectations based on current casino revenue.

General and administrative expense for the six months ended June 30, 2007 was impacted by property taxes of $0.7 million (which includes the $0.4 million adjustment described in the three month discussion above), supply purchases of $0.2 million (a majority of which relate to slot conversions),and $0.4 million of routine insurance charges. General and administrative expense for the six months ended June 30, 2006 reflect the cumulative pre-opening costs associated with the project.

--22--

 
For the six months ended June 30, 2007, the $1.2 million increase in interest expense relates to interest that we are incurring based on an average debt balance of approximately $26.6 million. In an effort to reduce third party interest charges, we repaid $12.5 million of debt in March 2007, utilizing cash on hand from other Company resources. For the six months ended June 30, 2006, a majority of our interest charges were capitalized towards the cost of the construction of the casino and hotel.

Because CC Tollgate LLC, the operating company of this segment, is a limited liability company, income taxes are provided for on income that will be distributed to us using an effective tax rate of 38%. Pre-tax income is reduced by the minority interest in determining the income subject to tax.

--23--


EDMONTON, CANADA
 
We opened a casino and hotel in Edmonton, Alberta, Canada on November 17, 2006.  Prior to this date, operating expenses for this segment consisted primarily of pre-opening and non-capitalizable construction expenditures. Intercompany transactions, including fees to its parent, interest and their related tax effects have been eliminated within the segment’s results. The operating results of the Edmonton, Canada segment for the three and six months ended June 30, 2007 and 2006 are as follows (See next page for results in Canadian dollars):
 
   
For the three months
ended June 30,
 
For the six months
ended June 30,
Amounts in thousands
 
2007
 
2006
 
2007
 
2006
Operating Revenue
               
     Casino
$
3,417
$
-
$
6,550
$
-
     Hotel, food and beverage
 
957
 
-
 
1,847
 
-
 Other (net of promotional allowances)
 
106
 
1
 
235
 
2
Net operating revenue
 
4,480
 
1
 
8,632
 
2
                 
Costs and Expenses
               
     Casino
 
1,224
 
1
 
2,469
 
1
     Hotel, food and beverage
 
841
 
4
 
1,755
 
5
     General and administrative
 
1,239
 
86
 
2,258
 
105
     Depreciation
 
336
 
4
 
607
 
8
   
3,640
 
95
 
7,089
 
119
Earnings (loss) from operations
 
840
 
(94)
 
1,543
 
(117)
Interest income
 
6
 
5
 
44
 
12
Interest (expense)
 
(346)
 
-
 
(658)
 
(9)
Other (expense) income, net
 
(14)
 
(16)
 
(5)
 
12
Earnings (loss) before income taxes
 
486
 
(105)
 
924
 
(102)
Income tax expense (benefit)
 
188
 
(30)
 
320
 
(38)
Net Earnings (loss)
$
298
$
(75)
$
604
$
(64)
                 
Reconciliation to Adjusted EBITDA:
               
Net earnings
$
298
$
(75)
$
604
$
(64)
Minority interest
 
-
 
-
 
-
 
-
Interest income
 
(6)
 
(5)
 
(44)
 
(12)
Interest expense
 
346
 
-
 
658
 
9
Income tax expense (benefit)
 
188
 
(30)
 
320
 
(38)
Depreciation
 
336
 
4
 
607
 
8
Adjusted EBITDA
$
1,162
$
(106)
$
2,145
$
(97)

Average exchange rate (CAD/USD)
 
1.10
 
1.12
 
1.13
 
1.14

--24--

 
Operating results in Canadian dollars for the three and six months ended June 30, 2007 and 2006 were as follows:
 
   
For the three months
ended June 30,
 
For the six months
ended June 30,
Amounts in thousands
 
2007
 
2006
 
2007
 
2006
Operating Revenue
               
     Casino
CAD
3,804
CAD
-
CAD
7,374
CAD
-
     Hotel, food and beverage
 
1,055
 
-
 
2,096
 
-
 Other (net of promotional allowances)
 
113
 
1
 
264
 
3
Net operating revenue
 
4,972
 
1
 
9,734
 
3
                 
Costs and Expenses
               
     Casino
 
1,338
 
1
 
2,792
 
1
     Hotel, food and beverage
 
917
 
5
 
1,983
 
5
     General and administrative
 
1,346
 
96
 
2,538
 
118
     Depreciation
 
381
 
4
 
688
 
9
   
3,982
 
106
 
8,001
 
133
Earnings (loss) from operations
 
990
 
(105)
 
1,733
 
(130)
Interest income
 
7
 
5
 
52
 
13
Interest (expense)
 
(373)
 
270
 
(737)
 
431
Other income, net
 
1
 
1
 
2
 
1
Earnings before income taxes
 
625
 
171
 
1,050
 
315
Income tax expense
 
208
 
58
 
361
 
106
Net Earnings
CAD
417
CAD
113
CAD
689
CAD
209
                 
Reconciliation to Adjusted EBITDA:
               
Net earnings
CAD
417
CAD
113
CAD
689
CAD
209
Minority interest
 
-
 
-
 
-
 
-
Interest income
 
(7)
 
(5)
 
(52)
 
(13)
Interest expense
 
373
 
(270)
 
737
 
(431)
Income tax expense
 
208
 
58
 
361
 
106
Depreciation
 
381
 
4
 
688
 
9