SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
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 0-22900
CENTURY CASINOS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
84-1271317 |
(State or other jurisdiction of |
(I.R.S. Employer Identification No.) |
incorporation or organization) |
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455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903
(Address of principal executive offices, including 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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
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Accelerated filer ☑ |
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Non-accelerated filer ☐ |
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Smaller reporting company ☐ |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
24,444,571 shares of common stock, $0.01 par value per share, were outstanding as of October 24, 2016 .
1
INDEX
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Part I |
FINANCIAL INFORMATION |
Page |
Item 1. |
3 | |
|
Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 |
3 |
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5 | |
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6 | |
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Condensed Consolidated Statements of Equity as of September 30, 2016 and 2015 |
7 |
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8 | |
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10 | |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
30 |
Item 3. |
53 | |
Item 4. |
53 | |
Part II |
OTHER INFORMATION |
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Item 2. |
53 | |
Item 6. |
54 | |
55 |
2
PART I – FINANCIAL INFORMATION
Item 1 . CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
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September 30, |
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December 31, |
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Amounts in thousands, except for share and per share information |
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2016 |
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2015 |
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ASSETS |
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(unaudited) |
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Current Assets: |
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Cash and cash equivalents |
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$ |
32,966 |
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$ |
29,366 |
Receivables, net |
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3,642 |
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3,279 |
Prepaid expenses |
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1,600 |
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997 |
Inventories |
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562 |
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529 |
Deferred income taxes |
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462 |
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309 |
Other current assets |
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80 |
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60 |
Total Current Assets |
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39,312 |
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34,540 |
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Property and equipment, net |
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134,132 |
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131,582 |
Restricted cash |
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23,164 |
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0 |
Goodwill |
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10,570 |
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10,173 |
Deferred income taxes |
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5,035 |
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4,834 |
Casino licenses |
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3,271 |
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3,028 |
Trademarks |
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1,700 |
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1,654 |
Cost investment |
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1,000 |
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1,000 |
Deposits and other |
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1,300 |
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272 |
Total Assets |
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$ |
219,484 |
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$ |
187,083 |
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Current portion of long-term debt |
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$ |
5,510 |
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$ |
4,123 |
Accounts payable |
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1,567 |
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2,692 |
Accrued liabilities |
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6,360 |
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5,619 |
Accrued payroll |
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4,586 |
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4,162 |
Taxes payable |
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4,424 |
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4,371 |
Contingent liability (note 8) |
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2,245 |
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2,180 |
Deferred income taxes |
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153 |
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153 |
Total Current Liabilities |
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24,845 |
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23,300 |
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Long-term debt, net of current portion and deferred financing costs (note 7) |
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52,846 |
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32,397 |
Taxes payable and other |
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667 |
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630 |
Deferred income taxes |
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3,273 |
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3,481 |
Total Liabilities |
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81,631 |
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59,808 |
Commitments and Contingencies |
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See notes to condensed consolidated financial statements.
- Continued -
3
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (continued)
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September 30, |
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December 31, |
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Amounts in thousands, except for share and per share information |
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2016 |
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2015 |
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Equity: |
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(unaudited) |
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Preferred stock; $0.01 par value; 20,000,000 shares authorized; no shares issued or outstanding |
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0 |
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0 |
Common stock; $0.01 par value; 50,000,000 shares authorized; 24,444,571 and 24,414,083 shares issued and outstanding |
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244 |
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244 |
Additional paid-in capital |
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77,988 |
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77,318 |
Retained earnings |
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63,588 |
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57,558 |
Accumulated other comprehensive earnings |
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(10,103) |
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(12,704) |
Total Century Casinos, Inc. shareholders' equity |
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131,717 |
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122,416 |
Non-controlling interest |
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6,136 |
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4,859 |
Total Equity |
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137,853 |
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127,275 |
Total Liabilities and Equity |
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$ |
219,484 |
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$ |
187,083 |
See notes to condensed consolidated financial statements.
4
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
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For the three months |
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For the nine months |
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ended September 30, |
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ended September 30, |
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Amounts in thousands, except for per share information |
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2016 |
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2015 |
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2016 |
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2015 |
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Operating revenue: |
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Gaming |
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$ |
30,554 |
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$ |
29,636 |
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$ |
89,615 |
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$ |
88,285 |
Hotel |
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534 |
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476 |
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1,469 |
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1,263 |
Food and beverage |
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3,030 |
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3,164 |
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8,950 |
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8,949 |
Termination of concession agreements |
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0 |
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0 |
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0 |
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3,365 |
Other |
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2,811 |
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2,551 |
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8,839 |
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6,318 |
Gross revenue |
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36,929 |
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35,827 |
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108,873 |
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108,180 |
Less: Promotional allowances |
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(2,403) |
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(2,301) |
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(6,616) |
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(6,377) |
Net operating revenue |
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34,526 |
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33,526 |
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102,257 |
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101,803 |
Operating costs and expenses: |
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Gaming |
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14,601 |
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13,284 |
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42,228 |
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42,179 |
Hotel |
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143 |
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149 |
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416 |
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416 |
Food and beverage |
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2,673 |
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2,698 |
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7,884 |
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7,679 |
General and administrative |
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11,141 |
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11,235 |
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33,708 |
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31,728 |
Depreciation and amortization |
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2,133 |
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2,078 |
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6,260 |
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5,780 |
Total operating costs and expenses |
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30,691 |
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29,444 |
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90,496 |
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87,782 |
Earnings from operations |
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3,835 |
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4,082 |
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11,761 |
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14,021 |
Non-operating income (expense): |
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Interest income |
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18 |
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6 |
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49 |
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21 |
Interest expense |
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(667) |
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(816) |
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(2,247) |
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(2,527) |
Gain on foreign currency transactions and other |
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20 |
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240 |
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1,778 |
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1,142 |
Non-operating income (expense), net |
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(629) |
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(570) |
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(420) |
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(1,364) |
Earnings before income taxes |
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3,206 |
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3,512 |
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11,341 |
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12,657 |
Income tax expense |
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(793) |
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(373) |
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(2,378) |
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(402) |
Net earnings |
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2,413 |
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3,139 |
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8,963 |
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12,255 |
Net earnings attributable to non-controlling interests |
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(526) |
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(411) |
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(2,933) |
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(1,085) |
Net earnings attributable to Century Casinos, Inc. shareholders |
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$ |
1,887 |
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$ |
2,728 |
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$ |
6,030 |
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$ |
11,170 |
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Earnings per share attributable to Century Casinos, Inc. shareholders: |
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Basic |
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$ |
0.08 |
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$ |
0.11 |
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$ |
0.25 |
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$ |
0.46 |
Diluted |
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$ |
0.08 |
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$ |
0.11 |
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$ |
0.25 |
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$ |
0.46 |
Weighted average shares outstanding - basic |
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24,440 |
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24,399 |
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24,452 |
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24,389 |
Weighted average shares outstanding - diluted |
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24,675 |
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24,440 |
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24,644 |
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24,430 |
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See notes to condensed consolidated financial statements.
5
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
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For the three months |
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For the nine months |
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ended September 30, |
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ended September 30, |
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Amounts in thousands |
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2016 |
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2015 |
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2016 |
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2015 |
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Net earnings |
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$ |
2,413 |
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$ |
3,139 |
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$ |
8,963 |
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$ |
12,255 |
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Other comprehensive income (loss) |
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Foreign currency translation adjustments |
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394 |
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(3,631) |
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2,841 |
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(7,770) |
Other comprehensive income (loss) |
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394 |
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(3,631) |
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2,841 |
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(7,770) |
Comprehensive income (loss) |
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$ |
2,807 |
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$ |
(492) |
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$ |
11,804 |
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$ |
4,485 |
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Comprehensive income (loss) attributable to non-controlling interests |
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Net earnings attributable to non-controlling interests |
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(526) |
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(411) |
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(2,933) |
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(1,085) |
Foreign currency translation adjustments |
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(235) |
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|
270 |
|
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(240) |
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|
668 |
Comprehensive income (loss) attributable to Century Casinos, Inc. shareholders |
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$ |
2,046 |
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$ |
(633) |
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$ |
8,631 |
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$ |
4,068 |
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See notes to condensed consolidated financial statements.
6
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)
See notes to condensed consolidated financial statements.
7
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
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For the nine months |
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ended September 30, |
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Amounts in thousands |
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2016 |
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2015 |
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Cash Flows from Operating Activities: |
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Net earnings |
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$ |
8,963 |
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$ |
12,255 |
Adjustments to reconcile net earnings to net cash provided by operating activities: |
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Depreciation and amortization |
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6,260 |
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5,780 |
Loss on disposition of fixed assets |
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42 |
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|
281 |
Unrealized loss on interest rate swaps |
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(25) |
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237 |
Amortization of stock-based compensation expense |
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573 |
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1,230 |
Amortization of deferred financing costs |
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86 |
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|
77 |
Deferred taxes |
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(561) |
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(1,885) |
Changes in Operating Assets and Liabilities: |
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Receivables, net |
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64 |
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(2,469) |
Prepaid expenses and other assets |
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(1,938) |
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1,644 |
Accounts payable |
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(273) |
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(849) |
Accrued liabilities |
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1,972 |
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(890) |
Inventories |
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(8) |
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11 |
Other operating assets |
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(20) |
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0 |
Other operating liabilities |
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4 |
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7 |
Accrued payroll |
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356 |
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27 |
Taxes payable |
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63 |
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(1,026) |
Contingent liability payment |
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0 |
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(159) |
Net cash provided by operating activities |
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15,558 |
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14,271 |
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Cash Flows used in Investing Activities: |
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Purchases of property and equipment |
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(5,020) |
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(15,332) |
Restricted cash held for purchase of Apex acquisition (note 3) |
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(23,175) |
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0 |
Proceeds from disposition of assets |
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10 |
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|
696 |
Net cash used in investing activities |
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(28,185) |
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(14,636) |
– Continued –
See notes to condensed consolidated financial statements.
8
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)
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For the nine months |
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ended September 30, |
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Amounts in thousands |
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2016 |
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2015 |
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Cash Flows provided by Financing Activities: |
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Proceeds from borrowings |
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22,788 |
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11,243 |
Principal repayments |
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(3,668) |
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(4,484) |
Payment of deferred financing costs |
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(209) |
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0 |
Distribution to non-controlling interest |
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(1,896) |
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|
(507) |
Proceeds from exercise of stock options |
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|
97 |
|
|
89 |
Net cash provided by financing activities |
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|
17,112 |
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|
6,341 |
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||||||
Effect of Exchange Rate Changes on Cash |
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$ |
(885) |
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$ |
(918) |
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Increase in Cash and Cash Equivalents |
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$ |
3,600 |
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$ |
5,058 |
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Cash and Cash Equivalents at Beginning of Period |
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$ |
29,366 |
|
$ |
24,741 |
Cash and Cash Equivalents at End of Period |
|
$ |
32,966 |
|
$ |
29,799 |
Supplemental Disclosure of Cash Flow Information: |
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Interest paid |
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$ |
2,124 |
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$ |
947 |
Income taxes paid |
|
$ |
2,639 |
|
$ |
2,155 |
Non-Cash Investing Activities: |
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Purchase of property, plant and equipment on account |
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$ |
324 |
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$ |
1,053 |
Assets acquired under capital lease obligation |
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$ |
502 |
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$ |
0 |
Conversion of CDR equity (note 1) |
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$ |
0 |
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$ |
716 |
See notes to condensed consolidated financial statements.
9
CENTURY CASINOS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CON SOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Century Casinos, Inc. (“CCI” or the “Company”) is an international casino entertainment company. As of September 30, 2016 , the Company owned casino operations in North America; held a majority ownership interest in eight casinos throughout Poland, a racetrack and entertainment center (“REC”) in Canada and the pari-mutuel off-track betting network in southern Alberta, Canada; managed cruise ship-based casinos on international waters; managed a casino in Aruba and provide d gaming services in Argentina.
The Company currently owns, operates and manages the following casinos through wholly-owned subsidiaries in North America:
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· |
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The Cen tury Casino & Hotel in Edmonton, Alberta, Canada ( “Century Resorts Alberta” or “CRA”) |
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· |
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The Century Casino Calgary, Alberta, Canada (“CAL”) |
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· |
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The Century Casino St. Albert in Edmonton, Alberta, Canada – See note 3 for information related to the Company’s recent acquisition of Apex Casino, which now operates as Century Casino St. Albert (“CSA”). |
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· |
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The Century Casino & Hotel in Central City, Colorado (“CTL”) ; and |
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· |
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The Century Casino & Hotel in Cripple Creek (“CRC”) , Colorado |
The Company currently has a controlling financial interest through its subsidiary Century Casinos Europe GmbH (“CCE”) in the following majority-owned subsidiaries:
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· |
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T he Company owns 66.6% of Casinos Poland Ltd (“CPL” or “Casinos Poland”). CPL is the owner and operator of eight casinos throughout Poland. CPL is consolidated as a majority-owned subsidiary for which the Company has a controlling financial interest. Polish Airports Company (“Polish Airports”) owns the remaining 33.3% of CPL, which is reported as a non-controlling financial interest. |
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· |
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The Company owns 75% of United Horsemen of Alberta Inc. dba Century Downs Racetrack and Casino (“CDR” or “Century Downs”). CDR operates Century Downs Racetrack and Casino, a REC in Balzac, a north metropolitan area of Calgary, Alberta, Canada. CDR is consolidated as a majority-owned subsidiary for which the Company has a controlling financial interest. The remaining 25% of CDR is owned by unaffiliated shareholders and is reported as a non-controlling financial interest. The casino at CDR opened in April 2015 . T he 201 6 horse racing season is from February to November. |
On March 20, 2015, CCE converted CAD 11 .0 million that it had loaned to CDR into an additional 60% ownership interest in CDR. As a result of the conversion, the Company recognized $0.6 million in additional paid-in capital and $0.1 million in accumulated other comprehensive income that was previously attributed to non-controlling interest.
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· |
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The Company owns 75% of Century Bets! Inc. (“CBS” or “Century Bets”) . CBS is consolidated as a majority-owned subsidiary for which the Company has a controlling financial interest. Rocky Mountain Turf Club (“RMTC”) owns the remaining 25% of CBS, which is reported as a non-controlling financial interest. CBS began operating the pari-mutuel off-track horse betting network in southern Alberta in May 2015. |
The Company has the following concession, management and consulting service agreements:
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· |
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The Company operates 13 ship-based casinos through concession agreements with four cruise ship owners. The Company began operating the ship-based casinos onboard the Mein Schiff 5, a new 2,500 passenger cruise ship, and TUI Discovery, a 2,067 passenger cruise ship, during the second quarter of 2016, and began operating the ship-based casino onboard Glory Sea, a 1,200 passenger cruise ship that operates in the China market, in July 2016. Under an amended concession agreement with TUI Cruises , the Company also plans to operate the ship-based casino onboard Mein Schiff 6, a new 2,500 passenger cruise ship that is expected to begin operati ng in the third quarter of 2017. |
In connection with entering into a concession agreement with Diamond Cruise International Co., Ltd. (“Diamond”) for the operation of the ship-based casino onboard Glory Sea , the Company also entered into a Cooperation Agreement with Dynamic Partners International, Ltd. (“Dynamic”). Under this agreement, Dynamic markets and promotes the casino to VIP players along with facilitating the concession agreement between Diamond and the Company, for which the Company pays Dynamic a portion of the net profit from the casino onboard Glory Sea .
10
In March 2015, the Company mutually agreed with Norwegian Cruise Line Holdings (“Norwegian”) to terminate its concession agreements with Oceania Cruises (“Oceania”) and Regent Seven Seas Cruises (“Regent”), indirect subsidiaries of Norwegian, effective June 1, 2015 (the “Termination Agreement”). The Company transitioned operations of the eight ship-based casinos that it operated onboard Oceania and Regent vessels to Norwegian in the second quarter of 2015. As consideration for the early termination of the concession agreements, the Company received $4.0 million in June 2015 and recorded this on its condensed consolidated statement of earnings (loss) under operating revenue net of $0.6 million related to assets that were sold to Norwegian as part of the Termination Agreement.
The Company also entered into a two -year consulting agreement, which became effective on June 1, 2015, under which the Company is providing limited consulting services for the ship-based casinos of Oceania and Regent in exchange for receiving a consulting fee of $2.0 million, which is payable $250,000 per quarter.
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· |
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The Company has a management agreement to direct the operation of the casino at the Hilton Aruba Caribbean Resort & Casino from which the Company receives a monthly management fee. The management agreement expires in 2017 and the Company does not anticipate signing a new agreement. |
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The Company, through its subsidiary CCE, has a 7.5% ownership interest in Mendoza Central Entretenimientos S.A., an Argentina company (“MCE”) . The shares are reported on the condensed consolidated balance sheet using the cost method of accounting. MCE has an exclusive concession agreement with Instituto Provincial de Juegos y Casinos to lease slot machines and provide related services to Casino de Mendoza , a casino located in Mendoza, Argentina and owned by the Province of Mendoza. In addition, CCE and MCE have entered into a c onsulting s ervices a greement pursuant to which CCE provides advice on casino matters and receives a service fee consisting of a fixed fee plus a percentage of MCE’s earnings before interest, taxes, depreciation and amortization (“EBITDA”). See Note 4 for additional information related to MCE. |
Additional Project Under Development
In September 2016, the Company was selected by Horse Racing Alberta (“HRA”) as the successful applicant to own, build and operate a horse racing facility in the Edmonton market area, which will operate as Century Mile. Century Mile will be a one-mile horse racetrack and a multi-level REC. The proposed location is on Edmonton International Airport land and close to the city of Leduc, south of Edmonton. The Company estimates this project will cost approximately CAD 50 .0 million and be completed by the end of 2018. The Century Mile project is subject to, among other things, the Company’s obtaining financing and the receipt of necessary regulatory and governmental approvals.
Preparation of Financial Statements
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, the rules and regulations of the Securities and Exchange Commission which apply to interim financial statements and the instructions to Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated.
In the opinion of management, all adjustments considered necessary for the fair presentation of financial position, results of operations and cash flows of the Company 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, 201 5 . The results of operations for the period ended September 30, 2016 are not necessarily indicative of the operating results for the full year.
11
Presentation of Foreign Currency Amounts
The Company’s functional currency is the U.S. dollar (“USD” or “$”). Foreign subsidiaries with a functional currency other than the U.S. dollar translate assets and liabilities at current exchange rates at the end of the reporting periods, while income and expense accounts are translated at average exchange rates for the respective periods. The Company and its subsidiaries enter into various transactions made in currencies different from their functional currencies. These transactions are typically denom inated in the Canadian dollar (“ CAD ”) , Euro (“EUR”) and Polish zloty (“PLN”). Gains and losses resulting from changes in foreign currency exchange rates related to these transactions are included in income from operations as they occur.
The exchange rates to the U.S. dollar used to translate balances at the end of the reported periods are as follows:
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September 30, |
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December 31, |
|
September 30, |
Ending Rates |
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2016 |
|
2015 |
|
2015 |
Canadian dollar (CAD) |
|
1.3117 |
|
1.3840 |
|
1.3394 |
Euros (EUR) |
|
0.8898 |
|
0.9209 |
|
0.8959 |
Polish zloty (PLN) |
|
3.8320 |
|
3.9464 |
|
3.8040 |
The average exchange rates to the U.S. dollar used to translate balances during each reported period are as follows:
Correction of Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015
The Company identified errors within its statements of cash flows for the nine months ended September 30, 2015. The Company inadvertently failed to remove the effects of a portion of unpaid purchases of property and equipment from the change in accounts payable and purchases of property and equipment in the preparation of the statements of cash flows. This error resulted in the understatement of net cash provided by operating activities of $1.0 million and a corresponding understatement of net cash used in investing activities of $1.0 million, for the nine months ended September 30, 2015. The prior period amounts within the condensed consolidated statements of cash flows for the nine months ended September 30, 2015 have been revised to reflect the correct balances.
2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The objective of ASU 2014-09 is to clarify the principles for recognizing revenue and to develop a common revenue standard under US GAAP and International Financial Reporting Standards. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016; provided, however, that in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date (“ASU 2015-14”), which deferred the effective date of ASU 2014-09 for one year. ASU 2015-14 is effective for fiscal years and interim periods beginning after December 15, 2017. The standards permit retrospective application using either of the following methodologies: (i) restatement of each prior reporting period presented or (ii) recognition of a cumulative-effect adjustment as of the date of initial application. In additi on, the FASB has issued four related ASU s on principal versus agent guidance (ASU 2016-08) , identifying performance obligations and the licensing implementation guidance (ASU 2016-10) , a revision of certain SEC Staff Observer comments (ASU 2016-11) and implementation guidance (ASU 2016-12) . The Company is currently evaluating the impact of adopting these ASUs , including the transition method to be applied; however, the standards are not expected to have a material impact on its consolidated financial statements.
12
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (“ASU 2014-15”). The objective of ASU 2014-15 is to provide guidance on management’s responsibility to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for fiscal years ending after December 15, 2016, and annual and interim periods thereafter. The Company is currently evaluating the impact of adopting ASU 2014-15; however, the standard is not expected to have a material impact on its consolidated financial statements.
In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). The objective of ASU 2015-11 is to simplify the current guidance under which an entity must measure inventory at the lower of cost or market by requiring entities to measure most inventory at the lower of cost or net realizable value. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption of ASU 2015-11 is permitted. The Company is currently evaluating the impact of adopting ASU 2015-11; however, the standard is not expected to have a material impact on its consolidated financial statements.
In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). The objective of ASU 2015-16 is to simplify the accounting for measurement-period adjustments for acquisitions by eliminating the requirement to retrospectively adjust provisional amounts recognized in a business combination during the measurement period . ASU 2015-16 requires adjustments to the provisional amounts that are identified during the measurement period to be recognized when they are identified. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company has adopted ASU 2015-16 and it could have a material impact on the Company’s consolidated financial statements in relation to the Apex A cquisition (see Note 3).
In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). The objective of ASU 2015-17 is to simplify the presentation of deferred taxes in a classified statement of financial position. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption of ASU 2015-17 is permitted. The Company is currently evaluating the impact of adopting ASU 2015-17; however, the standard is not expected to have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The objective of ASU 2016-02 is to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. ASU 2016-02 requires lessees to account for leases as finance leases or operating leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the right-of use asset and for operating leases the lessee would recognize a straight-line lease expense. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The Company is currently evaluating the impact of adopting ASU 2016-02. Adoption of this standard may have a material impact on the Company’s consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The objective of ASU 2016-09 is to simplify the accounting for share-based payment transactions , including recording all excess tax benefits and tax deficiencies through income tax on the statement of earnings and eliminating the requirement that excess tax benefits be realized before they can be recognized . ASU 2016-09 also simplifies several other aspects of the accounting for employee share-based payments, including forfeitures, statutory tax withholdings requirements and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption of ASU 2016-09 is permitted. The Company is currently evaluating the impact of adopting ASU 2016-09.
13
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The objective of ASU 2016-15 is to reduce diversity in the classification of cash receipts and payments for specific cash flow issues, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination and proceeds from the settlement of insurance claims. ASU 2016-15 is effective for fiscal years beginning after December 31, 2017, and interim periods within those fiscal years. Early adoption of ASU 2016-15 is permitted. The Company is currently evaluating the impact of adopting ASU 2016-15; however, the standard is not expected to have a material impact on its consolidated financial statements.
3. APEX ACQUISITION
On October 1, 2016, the Company’s subsidiary, Century Casino St. Albert Inc. , acquire d 100% of the issued and outstanding shares of Casino St. Albert Inc. (“CSAI”) , Action ATM Inc. (“AAI”) and MVP Sports Bar Ltd. (“MVP”) , collectively operating the Apex Casino in St. Albert, Edmonton, Canada as well as acquiring the related land and real property held by Game Plan Developments Ltd. (the “Apex Acquisition”). The Company merged CSAI, AAI and MVP with C entury Casino S t. A lbert Inc. , the surviving company, and renamed the casino Century Casino St. Albert. CSA is a 34,500 square foot casino facility located on approximately seven acres of land that includes 382 slot machines, 11 live table games, a restaurant, a bar, a lounge and a banquet facility that can accommodate up to 175 guests.
The Company paid for the acquisition using additional financing from the second amended and restated credit agreement with the B ank of M ontreal (the “BMO Credit Agreement”) (see Note 7). The funds from the BMO Credit Agreement were advanced on September 30, 2016 and the Apex Acquisition was completed on October 1, 2016 . T he total consideration of CAD 29.9 million ( $22.8 million based on the exchange rate in effect on September 30, 2016) (the “Purchase Price”) for the Apex Acquisition wa s reported as restricted cash on the Company’s condensed consolidated balance sheet as of September 30, 2016 and consisted of the following:
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A) |
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A CAD 0.6 million deposit, which was paid in two equal parts on April 25, 2016 and June 29, 2016. |
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B) |
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CAD 26.5 million , which was paid at closing on October 1, 2016 . |
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C) |
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The remaining CAD 2.8 million of the Purchase Price remains subject to certain holdbacks in respect of the closing date working capital and other indemnities that are set forth in the purchase agreement. The holdbacks will be held in an escrow account until the completion of the closing working capital statement and the expiration of the agreed upon timelines. |
CSA did not contribute any net operating revenue or net earnings attributable to Century Casinos, Inc. shareholders for the three and nine months ended September 30, 2016. The Company is currently completing the fair value assessment of the acquired operations and, as such, the fair value of assets and liabilities that will be recognized have not been disclosed in the financial stat e ments .
Acquisition-related costs
The Company has incurred acquisition costs of approximately $0.1 million for the three and nine months ended September 30, 2016. These costs include legal and accounting fees and have been recorded as general and administrative expenses on the Company’s condensed consolidated statement of earnings.
14
Pro-forma results
The following table provides unaudited pro forma information of the Company as if the Apex A cquisition had occurred at the beginning of the earliest comparable period presented. This proforma information is not necessarily indicative either of the combined results of operations that actually would have been realized had the acquisition been consummated during the periods for which the pro forma information is presented, or of future results.
4. COST INVESTMENT
Mendoza Central Entretenimientos S.A.
On October 31, 2014, CCE entered into an agreement ( the “ MCE Agreement ”) with Gambling and Entertainment LLC and its affiliates, pursuant to which CCE purchased 7.5% of the shares of MCE, a company formed in Argentina, for $1.0 million. Pursuant to the MCE Agreement, CCE is work ing with MCE to utilize MCE’s exclusive concession agreement with Instituto Provincial de Juegos y Casinos to lease slot machines and provide related services to Casino de Mendoza , a casino located in Mendoza, Argentina, and owned by the Province of Mendoza. MCE may also pursue other gaming opportunities. Under the MCE Agreement, CCE has appointed one director to MCE’s board of directors and has the right to appoint additional directors to MCE’s board of directors based on its ownership percentage of MCE . In addition, CCE has a three -year option through October 2017 to purchase up to 50% of the shares of MCE . The option can be exercised by CCE in tranches of shares, with each tranche representing not less than ten percent of the total outstanding shares of MCE. The exercise price of the shares is based upon the value of MCE at the time the option is exercised, which value is determined by a multiple of MCE’s EBITDA less certain debt. There are no conditions that limit CCE’s ability to exercise this option. The Company accounts for the $1.0 million investment in MCE using the cost method.
5. GOODWILL AND INTANGIBLE ASSETS
Goodwill
The Company test s goodwill for impairment as of October 1 each year, or more frequently as circumstances indicate it is necessary. Testing compares the estimated fair values of our reporting units to the reporting units’ carrying values. The reporting units with goodwill balances as of September 30, 2016 include the operations at CRA, CDR and CPL. The Company consider s a variety of factors whe n estimating the fair value of its reporting units, including estimates about the future operating results of each reporting unit, multiples of earnings, various market analyses, and recent sales of comparable businesses, if such information is available. The Company makes a variety of estimates and judgments about the relevance and comparability of these factors to the reporting units in estimating their fair values. If the carrying value of a reporting unit exceeds its estimated fair value, the fair value of each reporting unit is allocated to the reporting unit’s assets and liabilities to determine the implied fair value of the reporting unit’s goodwill and whether impairment is necessary. There have been n o indications of impairment at CRA , CDR or CPL since the Company’s last annual analysis that would necessitate additional impairment testing by the Company .
15
Changes in the carrying amount of goodwill related to CRA , CDR and CPL are as follows:
Intangible Assets
Trademarks
The Company currently owns two trademarks, the Century Casinos trademark and the Casinos Poland trademark, which are reported as intangible assets on the Company’s condensed consolidated balance sheets. Changes in the carrying amount of the trademarks a re as follows:
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Amounts in thousands |
|
Century Casinos |
|
Casinos Poland |
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Total |
|||
Balance -- December 31, 2015 |
|
$ |
108 |
|
$ |
1,546 |
|
$ |
1,654 |
Effect of foreign currency translation |
|
|
0 |
|
|
46 |
|
|
46 |
Balance -- September 30, 2016 |
|
$ |
108 |
|
$ |
1,592 |
|
$ |
1,700 |
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|
|
|
|
|
|
|
|
|
The Company has determined both trademarks have indefinite useful lives and therefore the Company does not amortize the trademarks. Rather, the Company tests its trademarks for impairment as of October 1 each year, or more frequently as circumstances indicate it is necessary. The Company tests trademarks for impairment using the relief-from-royalty method. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, the Company would recognize an impairment charge equal to the difference. No impairment charges related to the Century Casinos and Casinos Poland trademarks have been recorded.
Casino Licenses
Casino licenses consist of the following:
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|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
||
Amounts in thousands |
|
2016 |
|
2015 |
|
||
Casino licenses |
|
$ |
4,652 |
|
$ |
4,131 |
|
Less: accumulated amortization |
|
|
(1,381) |
|
|
(1,103) |
|
Casino licenses, net |
|
$ |
3,271 |
|
$ |
3,028 |
|
|
|
|
|
|
|
|
|
Casinos Poland
As of September 30, 2016 , Casinos Poland had eight casino licenses, each with an original term of six years, which are finite-lived intangible assets and are amortized over their respective useful lives . Changes in the carrying amount of the Casinos Poland licenses a re as follows:
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|
|
|
|
|
|
|
Amounts in thousands |
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|
Casinos Poland |
Balance – December 31, 2015 |
|
$ |
730 |
License renewal |
|
|
339 |
Amortization |
|
|
(294) |
Effect of foreign currency translation |
|
|
71 |
Balance -- September 30, 2016 |
|
$ |
846 |
|
|
|
|
16
As of September 30, 2016 , estimated amortization expense for the CPL casino licenses over the next five years was as follows:
Such estimates do not reflect the impact of future foreign exchange rate changes or the extension of the current licenses. The weighted average period before the current casino licenses expire is 1 . 7 years . In Poland, gaming licenses are not renew able . O nce a gaming license has expired , any gaming company can apply for the license. I n July 2016 , the casino license at the Katowice casino expired . I n October 2016, the Company was informed that it will not be granted the available license in Katowice . T he casino operations at the Katowice casino have been moved to the Sosnowiec casino , and the casino license for Katowice was fully amortized as of September 30, 2016 . The Company is working to obtain a new license for the Katowice casino as well as evaluating other potential business uses for the Katowice casino. There can be no guarantees that a new license will be granted. If the Company does not receive a new license or identify another business use , an impairment charge related to the Katowice leasehold improvements may be necessary. Such an impairment charge, if any, is not expected to have a material impact to the Company’s financial position or results of operations. In September 2016, t he casino license at the Lim Center casino in Warsaw expire d and the Company was granted a new license for the Lim Center casino .
Century Downs Racetrack and Casino
CDR currently has two licenses, one from the A lberta G aming and L iquor C ommission and one from HRA. The licenses are indefinite - lived intangible assets and therefore are not amortized . No impairment charges related to the CDR licenses have been recorded. Changes in the carrying amount of the CDR licenses a re as follows:
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|
|
|
|
|
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Amounts in thousands |
|
Century Downs |
|
Balance – December 31, 2015 |
|
$ |
2,298 |
Effect of foreign currency translation |
|
|
127 |
Balance -- September 30, 2016 |
|
$ |
2,425 |
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|
|
|
6 . PROMOTIONAL ALLOWANCES
Hotel accommodations, and food and beverage furnished without charge to customers are included in gross revenue at retail value and are deducted as promotional allowances to arrive at net operating revenue. The Company issues coupons and downloadable promotional credits to customers for the purpose of generating future revenue. The value of coupons and downloadable promotional credits redeemed is applied against the revenue generated on the day of the redemption. The estimated cost of provided promotional allowances is included in casino expenses. T he cost s of providing promotional allowances w ere as follows:
17
Members of the Company’s casinos’ player clubs earn points based on, among other things, their volume of play at the Company’s casinos. Players can accumulate points over time that they may redeem at their discretion under the terms of the program. The Company records a liability based on the redemption value of the points earned, and records a corresponding reduction in casino revenue. Points can be redeemed for cash , downloadable promotional credits and/or various amenities at the casino, such as meals, hotel stays and gift shop items. The value of the points is offset against the revenue in the period in which the points were earned. The value of unused or unredeemed points is included in accrued liabilities on the Company’s condensed consolidated balance sheets. The expiration of unused points results in a reduction of the liability. As of September 30, 2016 and December 31, 201 5 , the outstanding balance of this liability was $0 . 7 million .
7. LONG-TERM DEBT
Long-term debt and the weighted average interest rates as of September 30, 2016 and December 31, 201 5 consisted of the following:
Bank of Montreal Credit Agreement
In May 2012, the Company, through its Canadian subsidiaries, entered into the CAD 28.0 million credit agreement with the Bank of Montreal (“ BM O”) . On August 15, 2014, the Company, through its Canadian subsidiaries, entered into an amended and restated c redit a greement with BMO that increased the Company’s borrowing capacity to CAD 39.1 million. On September 30, 2016, the Company through its Canadian subsidiaries, entered into the BMO Credit Agreement that increased the Company’s borrowing capacity to CAD 69.2 million with an interest rate of BMO’s floating rate plus a margin. As discussed further below, the Company has entered into interest rate swap agreements to fix the interest rate paid related to a portion of the outstanding balance on the BMO C redit A greement. As of September 30, 2016 , the Company had borrowed CAD 63.9 million, of which the outstanding balance was CAD 55.7 million ( $42.5 million based on the exchange rate in effect on September 30, 2016 ) and the Company had approximately CAD 5.2 million ( $4.0 million based on the exchange rate in effect on September 30, 2016 ) available under the BMO Credit Agreement.
18
The BMO Credit Agreement consists of the following five credit facilities:
|
1. |
|
Credit Facility A is a CAD 1.1 million revolving credit facility with a term of five years that expires in August 2019 . Credit Facility A may be used for general corporate purposes, including for the payment of costs related to the BMO Credit Agreement, ongoing working capital requirements and operating regulatory requirements. As of September 30, 2016, the Company had CAD 1.1 million ( $0.8 million based on the exchange rate in effect on September 30, 2016) available for borrowing under Credit Facility A. |
|
2. |
|
Credit Facility B is an approximately CAD 24.1 million committed, non-revolving, reducing standby facility with a term of five years that expires in August 2019 . The Company used borrowings under Credit Facility B primarily to repay the Company’s mortgage loan related to CRA, pay for the additional 33.3% investment in CPL, pay for development costs related to CDR and for working capital and general corporate purposes. Once the principal amount of an advance has been repaid, it cannot be re-borrowed. As of September 30, 2016 , the Company had no additional available borrowings under Credit Facility B. |
|
3. |
|
Credit Facility C is a CAD 11.0 million revolving credit facility with a term of five years that expires in August 2019 . Credit Facility C may be used as additional financing for the development of CDR. The Company may re-borrow the principal amount within the limits described in the BMO Credit Agreement. As of September 30, 2016 , the Company had CAD 4.1 million ( $3.1 million based on the exchange rate in effect on September 30, 2016 ) available for borrowing under Credit Facility C. |
|
4. |
|
Credit Facility D is a CAD 30.0 million committed, reducing term credit facility with a term of five years that expires in September 2021 . The Company used CAD 30.0 million to pay for the Apex Acquisition. Once the principal amount of an advance has been repaid it cannot be re-borrowed. As of September 30, 2016, the Company had no additional available borrowings under Credit Facility D. |
|
5. |
|
Credit Facility E is a CAD 3.0 million treasury risk management facility. The Company may use this facility to hedge interest rate risk or currency exchange rate risk. Credit Facility E has a term of five years. The Company is currently utilizing Credit Facility E to hedge interest rate risk as discussed below. |
Any funds not drawn down under the BMO Credit Agreement are subject to standby fees ranging from 0.50% to 0.75% payable quarterly in arrears. Standby fees of less than CAD 0.1 million (less than $0.1 million based on the exchange rate s in effect on September 30, 2016 and 2015) were recorded as general and administrative expense in the condensed consolidated statement s of earnings for each of the three and nine months ended September 30, 2016 and 2015. The shares of the Company’s Canadian subsidiaries that own CRA, CAL and CSA and the Company's 75% interest in CDR are pledged as collateral for the BMO Credit Agreement. The BMO Credit Agreement contains a number of financial covenants applicable to the Canadian subsidiaries, including covenants restricting their incurrence of additional debt, a debt to EBITDA ratio, a fixed charge coverage ratio, a requirement to maintain a CAD 50.0 million equity balance and a capital expenditure limit of CAD 4.0 million per year. The Company was in compliance with all covenants of the BMO Credit Agreement as of September 30, 2016 .
In April 2015, the Company entered into two interest rate swap agreements to partially hedge the risk of future increases in the variable rate debt under the Company’s BMO Credit Agreement. The Company’s two interest rate swap agreements are set at a Canadian Dollar Offered Rate (“CDOR”) of 3.92% and 3.89% , respectively, with terms that expire in August 2019 . The notional amount for each of the interest rate swap agreements wa s CAD 9.4 million ($7.2 million based on the exchange rate in effect on September 30, 2016 ) . The interest rate swap agreements are not designated as hedges for accounting purposes. As a result, changes in fair value of the interest rate swaps are recognized in interest expense on the Company’s condensed consolidated statement s of earnings.
Deferred financing costs consist of the Company’s costs related to the financing of the BMO Credit Agreement. Amortization expenses relating to deferred financing charges were less than $0.1 million for each of the three months ended September 30, 2016 and 201 5 . These costs are included in interest expense in the condensed consolidated statements of earnings.
Century Resorts Alberta
As of September 30, 2016, CRA had a capital lease agreement totaling CAD 0.3 million ( $0.2 million based on the exchange rate in effect on September 30, 2016 ) for surveillance equipment.
19
Casinos Poland
As of September 30, 2016 , CPL had debt totaling PLN 2.0 million ( $0.5 million based on the exchange rate in effect on September 30, 2016 ) under two credit agreements and one capital lease agreement. CPL also had a credit facility that had no outstanding balance as of September 30, 2016 and December 31, 2015.
The first credit agreement is with mBank (formerly known as BRE Bank). Under this credit agreement, CPL entered into a three year term loan in November 2013 at an interest rate of Warsaw Interbank Offered Rate (“WIBOR”) plus 1.75% . Proceeds from the loan were used to repay the balance of the Bank Pocztowy loan related to the CPL properties, invest in slot equipment and relocate the Company’s Poznan, Poland casino. The mBank credit agreement is secured by a building owned by CPL in Warsaw, Poland. As of September 30, 2016 , the amount outstanding on the term loan was PLN 0.8 million ( $0.2 million based on the exchange rate in effect on September 30, 2016 ). CPL has no further borrowing availability under the loan, and the loan matures in November 2016. The mBank credit agreement contains a number of financial covenants applicable to CPL, including covenants that restrict the incurrence of additional debt and require CPL to maintain debt ratios and current liquidity ratios of 0.6 or higher. On March 26, 2015, CPL and mBank amended the credit agreement to lower the current liquidity ratio to 0.5 . CPL was in compliance with all covenants of this mBank agreement as of September 30, 2016 .
The second credit agreement is also with mBank. Under this credit agreement, CPL entered into a three year term loan on September 15, 2014 at an interest rate of WIBOR plus 1.70% . Proceeds from the loan were used to repay balances outstanding under a prior credit agreement that matured in September 2014 and to finance current operations. The mBank credit agreement is secured by a building owned by CPL in Warsaw, Poland. As of September 30, 2016 , the amount outstanding on the term loan was PLN 1.2 million ($0.3 million based on the exchange rate in effect on September 30, 2016 ). CPL has no further borrowing availability under the loan, and the loan matures in September 2017. The mBank credit agreement contains a number of financial covenants applicable to CPL, including covenants that restrict the incurrence of additional debt and require CPL to maintain debt ratios and current liquidity ratios of 0.6 or higher. On March 26, 2015, CPL and mBank amended the credit agreement to lower the current liquidity ratio to 0.5 . CPL was in compliance with all covenants of this mBank agreement as of September 30, 2016 .
The credit facility is a short-term line of credit with BPH Bank used to finance current operations. The bank line of credit bears an interest rate of WIBOR plus 1.85% with a borrowing capacity of PLN 13.0 million, of which PLN 2.0 million may only be used to secure bank guarantees . The credit facility terminates on February 1 1 , 201 8 . The BPH Bank line of credit is secured by a building owned by CPL in Warsaw, Poland. As of September 30, 2016 , there was no outstanding amount on the credit facility, and CPL ha d approximately PLN 11.0 million ($2.8 million based on the exchange rate in effect on September 30, 2016 ) available under the agreement . The BPH Bank facility contains a number of financial covenants applicable to CPL, including covenants that restrict the incurrence of additional debt and debt to EBITDA ratios. CPL was in compliance with all covenants of th e BPH Bank line of credit as of September 30, 2016 .
CPL’s remaining debt is a capital lease agreement for a vehicle. As of September 30, 2016 , the amount outstanding was less than PLN 0.1 million (less than $0.1 million based on the exchange rate in effect on September 30, 2016 ).
In addition, under Polish gaming law, CPL is required to maintain PLN 3.6 million in the form of deposits or bank guarantees for payment of casino jackpots and gaming tax obligations. mBank issued guarantees to CPL for this purpose totaling PLN 3.6 million ($0.9 million based on the exchange rate in effect on September 30, 2016 ). The mBank guarantees are secured by land owned by CPL in Kolbaskowo, Poland and terminate on October 31, 2019. In addition, CPL is required to maintain deposits or provide bank guarantees for payment of additional prizes and giveaways at the casinos. The amount of these deposits varies depending on the value of the prizes. CPL maintained $0.2 million in deposits for this purpose as of September 30, 2016 . These deposits are included in deposits and other on the Company’s condensed consolidated balance sheets.
Century Downs Racetrack and Casino
As of September 30, 2016 , CDR had debt totaling CAD 20.3 million ( $15.5 million based on the exchange rate in effect on September 30, 2016 ). The debt includes CDR’s land lease and six capital lease agreements.
20
CDR’s land lease is a financing obligation of the Company. Prior to the Company’s acquisition of its ownership interest in CDR, CDR sold a portion of the land on which the REC project is located and then entered into an agreement to lease back a portion of the land sold. The Company accounts for the lease using the financing method by accounting for the land subject to lease as an asset and the lease payments as interest on the financing obligation. Under the land lease, CDR has four options to purchase the land. The first option date is July 1, 2023. Due to the nature of the CDR land lease financing obligation, there are no principal payments due until the Company exercises its option to purchase the land. Lease payments are applied to interest only, and any change in the outstanding balance of the financing obligation relates to foreign currency translation. As of September 30, 2016 , the outstanding balance on the financing obligation was CAD 19.5 million ($14.9 million based on the exchange rate in effect on September 30, 2016 ) and the implicit interest rate was 10.0% .
CDR’s remaining debt consists of six capital lease agreements for equipment used in the operation of CDR. As of September 30, 2016 , the amount outstanding was CAD 0.8 million ( $0.6 million based on the exchange rate in effect on September 30, 2016 ).
As of September 30, 2016 , scheduled maturi ties related to long-term debt we re as follows:
8. COMMITMENTS AND CONTINGENCIES
Litigation
Casinos Poland
In March 2011, the Polish Internal Revenue Service (“Polish IRS”) began conducting a series of tax audits of CPL to review the calculation and payment of personal income tax by CPL employees. Based on the March 2011 audit, the Polish IRS concluded that CPL should calculate, collect and remit to the Polish IRS personal income tax on tips received by CPL employees from casino customers . The Polish IRS has conducted tax audits for the periods from December 1, 2007 to December 31, 2008, January 1, 2009 to December 31, 2009 and January 1, 2011 to January 31, 2011. CPL has paid PLN 6.4 million ( $2.1 million) related to these audits.
Following multiple appeals by CPL, the Supreme Administrative Court issued an oral decision in March 2016, which was confirmed in a written decision issued in May 2016, finding in favor of the Polish IRS for the tax periods of December 1, 2007 to December 31, 2008 and January 1, 2011 to January 31, 2011. In October 2015, the Voivodship Administrative Court found in favor of CPL for the tax period from January 1, 2009 to December 31, 2009 on procedural grounds that the prior tax proceedings were not conducted by the appropriate taxing authority. However, the court also found that CPL’s tax records for 2009 remain open for audit by a different tax authority. CPL appealed this decision to the Supreme Administrative Court in December 2015 and expects a decision in 2018.
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A tax audit was not conducted for the period from January 1, 2010 to November 30, 2010 , and the statute of limitations has passed for an audit to be conducted. A s a result , the Company adjusted its contingent liability to remove the estimated taxes accrued for the 2010 tax year. The adjustment reduced the contingent liability by PLN 3.4 million ( $0.9 million) in December 2015 and was recorded as gain on foreign currency transactions and other on the Company’s consolidated statement of earnings (loss) during the fourth quarter of the year ended December 31, 2015.
The balance of the potential liability on the Company ’s condensed consolidated balance sheet for all open periods as of September 30, 2016 is estimated at PLN 8.6 million ( $2. 2 million based on the exchange rate in effect on September 30, 2016 ). The Company has evaluated the contingent liability recorded on its condensed consolidated balance sheet as of September 30, 2016 and has concluded that it is properly accrued in light of the Company’s estimated obligation related to personal income tax on tips as of September 30 , 2016. The decision rendered by the Supreme Administrative Court in March 2016 and other proceedings by the Polish IRS may expose the Company to additional employment tax obligations in the future. Any additional tax obligations are not probable or estimable and the Company has not recorded any additional obligation related to such taxes as of September 30, 2016 . Additional tax obligations assessed in the future as a result of these matters, if any, may be material to the Company’s financial position, results of operations and cash flows. T he Company change d its payroll and withholding processes pertaining to tips received by CPL employees to comply with the Supreme Administrative Court’s decision in the third quarter of 2016.
In October 2016, the Company filed a motion for arbitration in Poland against LOT Polish Airlines, which previously owned a 33.3% interest in CPL that it sold to the Company in 2013. The Company is seeking to collect amounts owed to the Company by LOT Polish Airlines in connection with the payments made to the Polish IRS for the tax periods December 1, 2007 to December 31, 2008 and January 1, 2011 to January 31, 2011 .
Distribution to Non-Controlling Interest
Century Downs
CDR has an agreement with its non-controlling shareholders to distribute any funds received by CDR related to infrastructure built during the development of the REC project. T he Company distributed $0.5 million related to the infrastructure to CDR’s non-controlling shareholders in the second quarter of 2015 and $1.6 million in the second quarter of 2016 .
9. INCOME TAXES
Income tax expense is recorded relative to the jurisdictions that recognize book earnings. During the nine months ended September 30, 2016 , the Company recognized income tax expense of $2 . 4 million on pre-tax income of $ 11 . 3 million, representing an effective income tax rate of 21. 0 % compared to an income tax expense of $0. 4 million on pre-tax income of $ 12 . 7 million, representing an effective income tax rate of 3 . 2 % for the same period in 201 5 .
The difference between the income taxes expected at the U.S. federal statutory income tax rate of 34% and the reported income tax expense are impacted by a number of items . The Company’s effective tax rate is lower because there is a lower statutory tax rate in the countries where the Company pays taxes, such as Austria, Mauritius, Canada and Poland, when compared to the United States. T here is a lso a lower effective tax rate for the Company’s Canadian and Polish operations due to exchange rate benefits . In addition, t he Company continues to maintain a full valuation allowance on all of its U.S. deferred tax assets and on certain Canadian deferred tax assets.
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10 . EARNINGS PER SHARE
The calculation of basic earnings per share considers only weighted average outstanding common shares in the computation. The calculation of diluted earnings per share gives effect to all potentially dilutive stock options . The calculation of diluted earnings per share is based upon the weighted average number of common shares outstanding during the period, plus, if dilutive, the assumed exercise of stock options using the treasury stock method. Weighted average shares outstanding for the three and nine months ended September 30, 2016 and 201 5 were as follows:
The following stock options are anti-dilutive and have not been included in the weighted average shares outstanding calculation:
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ended September 30, |
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ended September 30, |
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2016 |
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2016 |
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2015 |
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Stock options |
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35 |
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1,469 |
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35 |
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1,469 |
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11. FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS REPORTING
Fair Value Measurements
The Company follows fair value measurement authoritative accounting guidance for all assets and liabilities measured at fair value. That authoritative accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Market or observable inputs are the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. The fair value hierarchy for grouping these assets and liabilities is based on the significance level of the following inputs:
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Level 1 – quoted prices in active markets for identical assets or liabilities |
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Level 2 – quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable |
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Level 3 – significant inputs to the valuation model are unobservable |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level.
Recurring Fair Value Measurements
The estimated fair value and basis of valuation of our financial liabilities that are measured at fair value on a recurring basis were as follows:
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Interest rate swaps (1) |
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0 |
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(187) |
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0 |
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(194) |
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(1) See “Derivative Instruments Reporting” below for detailed information regarding the Company's interest rate swap agreements. |
The Company determines the fair value of its interest rate swap agreements based on the notional amount of the swaps and the forward rate CAD-CDOR curve provided by Bloomberg and zero-coupon Canadian spot rates as of the valuation date. The Company classifies these instruments as Level 2 because the inputs into the valuation model can be corroborated utilizing observable benchmark market rates at commonly quoted intervals.
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Non-Recurring Fair Value Measurements
The Company applies the provision s of the fair value measurement standard to its non-recurring, non-financial assets and liabilities measured at fair value. There were no assets or liabilities measured at fair value on a non-recurring basis as of September 30, 2016 and December 31, 201 5 .
Long-Term Debt – The carrying value of the Company’s long-term debt approximates fair value because it bears interest at the lender’s variable rate for the debt related to the BMO Credit Agreement , the CPL credit agreements and CPL credit facility as of September 30, 2016 and December 31, 2015. The estimated fair values of the outstanding balances under the BMO Credit Agreement and CPL debt are designated as Level 2 measurements in the fair value hierarchy due to quoted prices in active markets for similar liabilities.
Other Estimated Fair Value Measurements – The estimated fair value of the Company’s other assets and liabilities, such as cash and cash equivalents, accounts receivable, inventory, accrued payroll and accounts payable , have been determined to approximate carrying value based on the short-term nature of those financial instruments. As of September 30, 2016 and December 31, 201 5 , the Company had no cash equivalents.
Derivative Instruments Reporting
As of April 2015, the Company began using interest rate swaps to mitigate the risk of variable interest rates under its BMO Credit Agreement. As of September 30, 2016 , the Company had two interest rate swap agreements, each with a notional amount of CAD 9.4 million ( $7.2 million based on the exchange rate in effect on September 30, 2016 ) at a fixed CDOR rate of 3.92% and 3.89% , respectively, which were not designated as accounting hedges. These interest rate swaps reset monthly and expire on August 15, 2019 . The difference to be paid or received under the terms of the interest rate swap agreements is accrued as interest rates change and recognized as an adjustment to interest expense for the related debt. Changes in the variable interest rates to be paid or received pursuant to the terms of the interest rate swap agreements are recognized in interest expense on the Company’s condensed consolidated statement of earnings . The location and effects of derivative instruments on the condensed consolidated statements of earnings were as follows:
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The location and fair value amounts of the Company’s derivative instruments in the condensed co nsolidated balance sheets were as follows:
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12. SEGMENT INFORMATION
The Company reports its financial performance in three reportable segments based on the geographical locations in which its casinos operate: the United States, Canada and Poland. Operating segments are aggregated within reportable segments based on their similar characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. The Company’s casino properties provide gaming, hotel accommodations, dining facilities and other amenities to the Company’s customers. The Company’s operations related to concession, management and consulting agreements and certain other corporate and management operations have not been identified as separate reportable segments; therefore, these operations are included in Corporate and Other in the following segment disclosures to reconcile to consolidated results. All intercompany transactions are eliminated in consolidation.
The table below provides information about the aggregation of the Company’s operating segments into reportable segments:
The Company’s chief operating decision maker is a management function comprised of two individuals. These two individuals are our Co Chief Executive Officers. The Company’s chief operating decision makers and management utilize Adjusted EBITDA as a primary profit measure for its reportable segments. Adjusted EBITDA is a non-U.S. GAAP measure defined as net earnings (loss) before interest expense (income), net, income taxes (benefit), depreciation, amortization, non-controlling interest (earnings) losses and transactions, pre-opening expenses, acquisition costs, non-cash stock-based compensation charges, asset impairment costs, (gain) loss on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions and other, gain on business combination and certain other one-time items. Intercompany transactions consisting primarily of management and royalty fees and interest, along with their related tax effects, are excluded from the presentation of net earnings (loss) and Adjusted EBITDA reported for each segment. Non-cash stock-based compensation expense is presented under Corporate and Other in the tables below as the expense is not allocated to reportable segments when reviewed by the Company’s chief operating decision makers.
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The following tables provide information regarding the Company’s segments for the three and nine months ended September 30, 2016 and 2015:
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Net operating revenue for Corporate and Other primarily relates to the Company’s cruise ship operations. |
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Net operating revenue for Corporate and Other primarily relates to the Company’s cruise ship operations. |
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Net operating revenue for Corporate and Other primarily relates to the Company’s cruise ship operations. |
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Net operating revenue for Corporate and Other primarily relates to the Company’s cruise ship operations. |
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Other one-time income for Corporate and Other relates to the $3.4 million consideration for the Termination Agreement with Norwegian. |
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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 Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. In addition, Century Casinos, Inc. (together with its subsidiaries, 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 at the time such statements are made. 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 for the year ended December 31, 201 5 . 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.
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. The term “USD” refers to US dollars, the term “CAD” refers to Canadian dollars and the term “PLN” refers to Polish zloty. Certain terms used in this Item 2 without definition are defined in Item 1.
Amounts presented in this Item 2 are rounded. As such, rounding differences could occur in period over period changes and percentages reported throughout this Item 2.
EXECUTIVE OVERVIEW
Overview
Since our inception in 1992, we have been primarily engaged in developing and operating gaming establishments and related lodging, restaurant and entertainment facilities. Our primary source of revenue is from the net proceeds of our gaming machines and tables, with ancillary revenue generated from hotel, restaurant, horse racing (including off-track betting), bowling and entertainment facilities that are in most instances a part of the casinos.
We view each property as a separate operating segment and aggregate all such properties into three reportable segments based on the geographical locations in which our casinos operate: Canada, United States and Poland. We have additional business activities including concession, management and consulting agreements and certain other corporate and management operations that we report as Corporate and Other.
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The table below provides information about the aggregation of the Company’s operating segments into reportable segments:
The following operating segments are own ed , operate d and manage d by us through wholly-owned subsidiaries:
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The Century Casino & Hotel in Edmonton, Alberta, Canada; |
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The Century Casino Calgary, Alberta, Canada; |
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The Century Casino St. Albert in Edmonton , Alberta, Canada; |
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The Century Casino & Hotel in Central City, Colorado; and |
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The Century Casino & Hotel in Cripple Creek, Colorado. |
On October 1, 2016, our subsidiary, C entury Casino S t. A lbert , acquired 100% of the issued and outstanding shares of CSAI, AAI and MVP, collectively operating the Apex Casino in St. Albert, Edmonton, Canada, as well as acquiring the related land and real property held by Game Plan Developments Ltd. (the “Apex Acquisition”). The Company merged CSAI, AAI and M V P with C entury Casino S t. A lbert , the surviving company, and renamed the casino Century Casino St. Albert. CSA is a 34,500 square foot casino facility located on approximately seven acres of land that includes 382 slot machine s , 11 live table games, a restaurant, a bar, a lounge and a banquet facility that can accommodate up to 175 guests.
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We have controlling financial interests through our subsidiary CCE in the following operating segments:
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W e have a 66.6% ownership interest in CPL and we consolidate CPL as a majority-owned subsidiary for which we have a controlling financial interest. Polish Airports owns the remaining 33.3% of CPL. We account for and report the 33.3% Polish Airports ownership interest as a non-controlling financial interest. CPL has been in operation since 1989 and , as of September 30, 2016 , owned and operat ed eight casinos throughout Poland with a total of 483 slot machines and 7 4 tables. The fo llowing table summarizes the Polish cities in which CPL operated as of September 30, 2016 , each casino’s location and the number of slots and tables at each casino. |
* T he casino license at the Katowice casino expired in July 2016 and casino operations at the Katowice casino were moved to the Sosnowiec casino.
We were granted a new casino license at the Lim Center casino in Warsaw to replace the casino license that expire d in September 2016 .
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W e have a 75% ownership interest in CDR and we consolidate CDR as a majority-owned subsidiary for which we have a controlling financial interest. We account for and report the remaining 25% ownership interest in CDR as a non-controlling financial interest. CDR operates Century Downs Racetrack and Casino, a REC in Balzac, a north metropolitan area of Calgary, Alberta, Canada. CDR’s casino and racetrack opened i n April 2015. CDR is the only horse race track in the Calgary area and is located less than one-mile north of the city limits of Calgary and 4.5 miles from the Calgary International Airport. The 2016 horse racing season is from February to November. |
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W e have a 75% ownership interest in CBS and we consolidate CBS as a majority-owned subsidiary for which we have a controlling financial interest. RMTC owns the remaining 25% of CBS. We account for and report the 25% ownership interest of RMTC in CBS as a non-controlling financial interest. CBS began operating the pari-mutuel network i n May 2015. The pari-mutuel network consists of the sourcing of common pool pari-mutuel wagering content and live video to off-track betting parlors throughout s outhern Alberta. |
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The following agreements make up the operating segment Cruise Ships & Other in the Corporate and Other reportable segment:
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As of September 30, 2016 , w e operate d 1 3 ship-based casinos through concession agreements with four cruise ship owners . The 1 3 ship-based casinos that we operated had a total of 2 16 slot machines and 30 tables . The following table summarizes the cruise lines and the associated ships on which we operated ship-based casinos as of September 30, 2016 , and the number of slots and tables on each ship . |
In June 2016, we began operating the ship-based casinos onboard the Mein Schiff 5, a new 2,500 passenger cruise ship, and the TUI Discovery, a 2,067 passenger cruise ship. W e began operating the ship-based casino onboard Glory Sea, a 1,200 passenger cruise ship , in July 2016. Glory Sea operates in the Chinese cruise market with four-day trips between China, South Korea and Japan. Under an amended concession agreement with TUI Cruises , we also plan to operate the ship-based casino onboard Mein Schiff 6, a new 2,500 passenger cruise ship scheduled to begin operations in the third quarter of 2017.
In July 2016, we entered into a Cooperation Agreement with Dynamic regarding the operations of the ship-based casino onboard Glory Sea. Under the Cooperation Agreement, we operate the casino and Dynamic markets and promotes the casino to VIP players along with facilitating our concession agreement with Diamond , for which we pay Dynamic a portion of the net profit from the casino onboard Glory Sea .
In March 2015, we mutually agreed with Norwegian to terminate our concession agreements with Oceania and Regent, indirect subsidiaries of Norwegian, effective June 1, 2015. We transitioned operations of the eight ship-based casinos that we operated onboard Oceania and Regent vessels to Norwegian in the second quarter of 2015.
In March 2015, w e entered into a two-year consulting agreement with Norwegian that became effective on June 1, 2015 . U nder the consulting agreement , we are providing limited consulting services for the ship-based casinos of Oceania and Regent in exchange for receiving a consulting fee of $2.0 million payable $250,000 per quarter.
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We have a management agreement to direct the operation of the casino at the Hilton Aruba Caribbean Resort and Casino from which w e receive a monthly management fee. The management agreement ends in 2017 and we do not anticipate signing a new agreement. |
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Through our subsidiary CCE, we have a 7.5% ownership interest in MCE and we report our ownership interest using the cost method of accounting. MCE has an exclusive concession agreement with Instituto Provincial de Juegos y Casinos to lease slot machines and provide related services to Casino de Mendoza, a casino located in Mendoza, Argentina and owned by the Province of Mendoza. MCE may also pursue other gaming opportunities. CCE has appointed one director to MCE’s board of directors and has a three - year option through October 2017 to purchase up to 50% of the shares of MCE. The option can be exercised by CCE in tranches of shares, with each tranche representing not less than ten percent of the total outstanding shares of MCE. The exercise price of the shares is based upon the value of MCE at the time the option is exercised, which value is determined by a multiple of MCE’s EBIT D A less certain debt. There are no conditions that limit CCE’s ability to exercise this option. In addition, CCE and MCE have entered into a c onsulting s ervices a greement pursuant to which CCE provides advice on casino matters and receives a service fee consisting of a fixed fee plus a percentage of MCE’s EBITDA. |
Additional Project Under Development
In September 2016, we were selected by HRA as the successful applicant to own, build and operate a horse racing facility in the Edmonton market area , which will operate as Century Mile . Century Mile will be a one-mile horse racetrack and a multi-level REC . The proposed location is on Edmonton International Airport land and close to the city of Leduc, south of Edmonton . We estimate this project will cost approximately CAD 50 million and be completed by the end of 2018. The Century Mile project is subject to, among other things, the Company’s obtaining financing and the receipt of necessary regulatory and governmental approvals.
Presentation of Foreign Currency Amounts - The average exchange rates to the U.S. dollar used to translate balances during each reported period are as follows:
We recognize in our statement of earnings foreign currency transaction gains or losses resulting from the translation of casino operations and other transactions that are denominated in a currency other than U.S. dollars. Our casinos in Canada and Poland represent a significant portion of our business, and the revenue generated and expenses incurred by these operations are generally denominated in Canadian dollars and Polish zloty. A decrease in the value of these currencies in relation to the value of the U.S. dollar would decrease the earnings from our foreign operations when translated into U.S. dollars. A n in crease in the value of these currencies in relation to the value of the U.S. dollar would in crease the earnings from our foreign operations when translated into U.S. dollars.
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DISCUSSION OF RESULTS
Century Casinos, Inc. and Subsidiaries
Factors that impact ed comparability between periods are discussed below. For details regarding the results, see “Reportable Segments” below.
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In March 2015, we acquired an additional 60% ownership interest in CDR through the conversion of CAD 11.0 million in loans we made to CDR. We now own 75% of CDR. The non-controlling interest in CDR was 85% through March 19, 2015, and 25% beginning as of March 20, 2015. The casino and racetrack at CDR began operating in April 2015. |
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CDR contributed $4.4 million in net operating revenue and $0.7 million in net earnings and $3.9 million in net operating revenue and $0.5 million in net earnings for the quarters ended September 30, 2016 and 2015, respectively. CDR contributed $12.3 million in net operating revenue and $1.9 million in net earnings and $8.6 million in net operating revenue and $1.4 million in net earnings for the nine months ended September 30, 2016 and 2015, respectively. CDR is reported in the Canada reportable segment.
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CBS began operating the southern Alberta pari-mutuel network in May 2015. We have a 75% ownership interest in CBS . |
CBS contributed $1. 1 million in net operating revenue and $0.1 million in net earnings and $ 1.1 million in net operating revenue and $0. 2 million in net e arnings for the quarters ended September 30, 201 6 and 201 5 , respectively. CBS contributed $ 3.3 million in net operating revenue and ($0.2) million in net losses and $ 2.0 million in net operating revenue and $0. 3 million in net earnings for the nine months ended September 30, 201 6 and 201 5 , respectively. CBS is reported in the Canada reportable segment.
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In March 2015, we mutually agreed with Norwegian to terminate our concession agreements with Oceania and Regent, indirect subsidiaries of Norwegian, effective June 1, 2015. We transitioned operations of the eight ship-based casinos that we operated onboard Oceania and Regent to Norwegian in the second quarter of 2015. As consideration for the early termination of the concession agreements, we received $4.0 million in June 2015 and recorded this on our condensed consolidated statement of earnings under operating revenue net of $0.6 million related to assets that were sold to Norwegian as part of the termination agreement. This is included in the Corporate and Other reportable segment. |
|
· |
|
In March 2015, we entered into a two-year consulting agreement with Norwegian that became effective on June 1, 2015. Under the consulting agreement, we are providing limited consulting services for the ship-based casinos of Oceania and Regent in exchange for receiving a consulting fee of $2.0 million payable $250,000 per quarter. This is included in the Corporate and Other reportable segment. |
Net operating revenue increased by $1.0 million, or 3.0%, and by $0.5 million, or 0.4%, for the three and nine months ended September 30, 2016 , respectively, compared to the three and nine months ended September 30, 2015 . Following is a breakout of net operating revenue by segment for the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015 :
|
· |
|
Canada decreased by ($0.2) million, or (1.6%), and increased by $3.5 million, or 10.4%. |
|
· |
|
United States increased by $0.2 million, or 2.9%, and by $1.0 million, or 4.6%. |
|
· |
|
Poland increased by $0.9 million, or 7.3%, and by $0.3 million, or 0.9%. |
|
· |
|
Corporate and Other increased by $0.1 million, or 6.1%, and decreased by ($4.4) million, or (62.7%). |
Operating costs and expenses increased by $1.2 million, or 4.2%, and by $2.7 million, or 3.1%, for the three and nine months ended September 30, 2016 , respectively, compared to the three and nine months ended September 30, 2015 . Following is a breakout of total operating costs and expenses by segment for the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015 :
|
· |
|
Canada increased by $0.5 million, or 5.2%, and by $4.2 million, or 17.3%. |
|
· |
|
United States increased by $0.1 million, or 1.8%, and by $0.6 million, or 3.2%. |
|
· |
|
Poland increased by $0.5 million, or 4.1%, and decreased by ($0.3) million, or (0.8%). |
|
· |
|
Corporate and Other increased by $0.2 million, or 7.4%, and decreased by ($1.8) million, or (19.1%). |
36
Earnings from operations decreased by ($0.2) million, or (6.1%), and by ($2.3) million, or (16.1%), for the three and nine months ended September 30, 2016 , respectively, compared to the three and nine months ended September 30, 2015 . Following is a breakout of earnings from operations by segment for the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015 :
|
· |
|
Canada decreased by ($0.7) million, or (20.2%), and by ($0.7) million, or (6.9%). |
|
· |
|
United States increased by $0.1 million, or 7.5%, and by $0.4 million, or 12.0%. |
|
· |
|
Poland increased by $0.4 million, or 44.8%, and by $0.6 million, or 19.1%. |
|
· |
|
Corporate and Other decreased by ($0.1) million, or (8.1%), and by ($2.6) million, or (112.3%). |
Net earnings decreased by ($0.8) million, or (30.8%), and by ($5.1) million, or (46.0%), for the three and nine months ended September 30, 2016 , respectively, compared to the three and nine months ended September 30, 2015 . Items deducted from or added to earnings from operations to arrive at net earnings include interest income, interest expense, gains (losses) on foreign currency transactions and other, income tax expense and non-controlling interests.
Non-GAAP Measures – Adjusted EBITDA
We define Adjusted EBITDA as net earnings (loss) before interest expense (income), net, income taxes (benefit), depreciation, amortization, non-controlling interest (earnings) losses and transactions, pre-opening expenses, acquisition costs, non-cash stock-based compensation charges, asset impairment costs, (gain) loss on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions and other, gain on business combination and certain other one-time items. Intercompany transactions consisting primarily of management and royalty fees and interest, along with their related tax effects, are excluded from the presentation of net earnings (loss) and Adjusted EBITDA reported for each segment. Not all of the aforementioned items occur in each reporting period, but have been included in the definition based on historical activity. These adjustments have no effect on the consolidated results as reported under US GAAP. 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 performance of the Company and its properties. 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 evaluate and forecast the operating performance of the Company and its properties as well as to compare results of current periods to prior periods. Management believes that presenting Adjusted EBITDA to investors provides them with information used by management for financial and operational decision making in order to understand the Company’s operating performance and evaluate the methodology used by management to evaluate and measure such performance. Management believes that using Adjusted EBITDA is a useful way to compare the relative operating performance of separate reporting segments by eliminating the above mentioned items associated with the varying levels of capital expenditures for infrastructure required to generate revenue, and the often high cost of acquiring existing operations. Our computation of Adjusted EBITDA may be different from, and therefore may not be comparable to, similar measures used by other companies within the gaming industry.
37
The reconciliation of Adjusted EBITDA to net earnings (loss) is presented below.
38
Non-GAAP Measures – Net Debt
We define N et D ebt as total long-term debt (including current portion) plus deferred financing costs minus cash and cash equivalents. Net Debt is not considered a liquidity measure recognized under US GAAP. Management believes that Net Debt is a valuable measure of our overall financial situation. Net Debt provides investors with an indication of our ability to pay off all of our long-term debt if it became due simultaneously. The reconciliation of Net Debt is presented below.
39
Reportable Segments
The following discussion provides further detail of consolidated results by reportable segment.
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
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|
|
|
For the nine months |
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|
|
|
||||||||||
|
|
ended September 30, |
|
|
|
|
|
ended September 30, |
|
|
|
|
||||||||||
Amounts in thousands |
|
|
2016 |
|
|
2015 |
|
|
Change |
|
% Change |
|
|
2016 |
|
|
2015 |
|
|
Change |
|
% Change |
Gaming |
|
$ |
8,006 |
|
$ |
8,131 |
|
$ |
(125) |
|
(1.5%) |
|
$ |
24,806 |
|
$ |
23,229 |
|
$ |
1,577 |
|
6.8% |
Hotel |
|
|
130 |
|
|
161 |
|
|
(31) |
|
(19.3%) |
|
|
422 |
|
|
498 |
|
|
(76) |
|
(15.3%) |
Food and Beverage |
|
|
1,878 |
|
|
2,104 |
|
|
(226) |
|
(10.7%) |
|
|
5,926 |
|
|
6,184 |
|
|
(258) |
|
(4.2%) |
Other |
|
|
2,217 |
|
|
2,070 |
|
|
147 |
|
7.1% |
|
|
6,921 |
|
|
4,827 |
|
|
2,094 |
|
43.4% |
Gross Revenue |
|
|
12,231 |
|
|
12,466 |
|
|
(235) |
|
(1.9%) |
|
|
38,075 |
|
|
34,738 |
|
|
3,337 |
|
9.6% |
Less Promotional Allowances |
|
|
(226) |
|
|
(268) |
|
|
(42) |
|
(15.7%) |
|
|
(605) |
|
|
(787) |
|
|
(182) |
|
(23.1%) |
Net Operating Revenue |
|
|
12,005 |
|
|
12,198 |
|
|
(193) |
|
(1.6%) |
|
|
37,470 |
|
|
33,951 |
|
|
3,519 |
|
10.4% |
Gaming Expenses |
|
|
(2,556) |
|
|
(2,252) |
|
|
304 |
|
13.5% |
|
|
(7,659) |
|
|
(6,706) |
|
|
953 |
|
14.2% |
Hotel Expenses |
|
|
(49) |
|
|
(46) |
|
|
3 |
|
6.5% |
|
|
(140) |
|
|
(140) |
|
|
0 |
|
0.0% |
Food and Beverage Expenses |
|
|
(1,566) |
|
|
(1,683) |
|
|
(117) |
|
(7.0%) |
|
|
(4,802) |
|
|
(4,827) |
|
|
(25) |
|
(0.5%) |
General and Administrative Expenses |
|
|
(4,460) |
|
|
(4,317) |
|
|
143 |
|
3.3% |
|
|
(13,579) |
|
|
(10,930) |
|
|
2,649 |
|
24.2% |
Total Operating Costs and Expenses |
|
|
(9,406) |
|
|
(8,942) |
|
|
464 |
|
5.2% |
|
|
(28,426) |
|
|
(24,238) |
|
|
4,188 |
|
17.3% |
Earnings from Operations |
|
|
2,599 |
|
|
3,256 |
|
|
(657) |
|
(20.2%) |
|
|
9,044 |
|
|
9,713 |
|
|
(669) |
|
(6.9%) |
Non-Controlling Interest |
|
|
(183) |
|
|
(145) |
|
|
38 |
|
26.2% |
|
|
(1,918) |
|
|
(143) |
|
|
1,775 |
|
(1241.3%) |
Net Earnings |
|
|
1,467 |
|
|
1,957 |
|
|
(490) |
|
(25.0%) |
|
|
5,076 |
|
|
6,355 |
|
|
(1,279) |
|
(20.1%) |
Adjusted EBITDA |
|
$ |
3,379 |
|
$ |
3,902 |
|
$ |
(523) |
|
(13.4%) |
|
$ |
11,316 |
|
$ |
11,697 |
|
$ |
(381) |
|
(3.3%) |
On October 1, 2016, our subsidiary, C entury Casino S t. A lbert Inc. , completed the Apex Acquisition and began operating Century Casino St. Albert, which is a 34,500 square foot casino facility located on approximately seven acres of land that includes 382 slot machines, 11 live table games, a restaurant, a bar, a lounge and a banquet facility that can accommodate up to 175 guests.
Three Months Ended September 30, 2016 and 2015
The following discussion highlights results for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 .
The quarter over quarter average rate between the U.S. dollar and Canadian dollar remained constant for the three months ended September 30, 2016 compared to the three months ended September 30, 2015.
Revenue Highlights
|
|
|
|
|
In CAD |
|
In U.S. dollars |
|
At CRA, net operating revenue decreased by (CAD 0.7) million, or (9.2%), due to lower gaming and food and beverage revenue. We are conducting a casino remodel at CRA , which contributed to the decrease in revenue. |
|
At CRA, net operating revenue decreased by ($0.5) million, or (8.9%) . |
|
At CAL, net operating revenue decreased by (CAD 0.2) million, or (9.7%), due to decreased gaming revenue. |
|
At CAL, net operating revenue de creased by ( $ 0.2) million, or (9 .6% ). |
|
At CDR , net operating revenue increased by CAD 0.6 million, or 12.8%, due to increased gaming and racing revenue as well as additional revenue from leasing barn space . |
|
At CDR , net operating revenue increased by $0.5 million, or 13.0% . |
40
Revenue Highlights continued
|
|
|
|
|
In CAD |
|
In U.S. dollars |
|
At CBS, net operating revenue remained constant. |
|
At CBS, net operating revenue remained constant. |
|
|
|
|
Operating Expense Highlights
|
|
|
|
|
In CAD |
|
In U.S. dollars |
|
At CRA and CAL, operating expenses remained constant. |
|
At CRA and CAL, operating expenses remained constant. |
|
At CDR , operating expenses increased by CAD 0.2 million, or 4.3%, primarily due to increased marketing expenses. |
|
At CDR , operating expenses increased by $0.1 million, or 4.5%. |
|
At CBS , operating expenses increased by CAD 0.3 million, or 29.6%, due to increased expenses related to the pari-mutuel off-track betting network. |
|
At CBS , operating expenses increased by $0.2 million, or 29.6%. |
Additional Items Impacting Net Income
|
|
|
|
|
In CAD |
|
In U.S. dollars |
|
Interest expense decreased by (CAD 0.2) million, or (16.7%), related to our BMO Credit Agreement and long-term debt at CRA and CDR . |
|
Interest expense decreased by ($0.1) million, or (16.4%). |
|
Foreign currency losses at all Canadian properties increased by CAD 0.2 million, or 109.6%. |
|
Foreign currency losses at all Canadian properties decreased by ($0.1) million, or (52.0%). |
|
Income tax expense decreased by (CAD 0.2) million, or (30.0%). |
|
Income tax expense decreased by ($0.2) million, or (29.7%). |
A reconciliation of net earnings to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion above.
Nine Months Ended September 30, 2016 and 2015
The following discussion highlights results for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 . The increased revenue and expenses in our Canada segment primarily relate to the operations of CDR and CBS throughout the nine-month period ended September 30, 2016. CDR began operations in April 2015 and CBS began operations in May 2015.
Results in U.S. dollars were impacted by a 5.0% exchange rate decrease in the average rate between the U.S. dollar and Canadian dollar for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 .
Revenue Highlights
|
|
|
|
|
In CAD |
|
In U.S. dollars |
|
At CRA, net operating revenue decreased by (CAD 0.6) million, or (2.9%), due to lower gaming and food and beverage revenue. The casino remodel at CRA contributed to the decrease in revenue. |
|
At CRA, net operating revenue decreased by ($1.3) million, or (7.6%). |
|
|
|
|
|
At CAL, net operating revenue remained constant. |
|
At CAL , net operating revenue decreased ($0.2) million, or (4.1%). |
41
Revenue Highlights continued
Operating Expense Highlights
|
|
|
|
|
In CAD |
|
In U.S. dollars |
|
At CRA , operating expenses increased by CAD 0.4 million, or 3.2%, primarily due to increased payroll costs, marketing expenses and administrative expenses. |
|
At CRA , operating expenses decreased by ($0.2) million, or (1.8%). |
|
At CAL , operating expenses increased by CAD 0.3 million, or 4.1%, primarily due to increased payroll costs, property taxes and administrative expenses. |
|
At CAL , operating expenses remained constant. |
|
At CDR , operating expenses increased by CAD 3.1 million, or 39.9%, due to operating the casino for three additional months and the race track for approximately two additional months in 2016 compared to 2015. |
|
At CDR , operating expenses increased by $2.1 million, or 34.6%. |
|
At CBS , operating expenses increased by CAD 3.1 million, or 180.5%, due to operating the pari-mutuel network for the full nine months in 2016 as compared to May through September in 2015. |
|
At CBS , operating expenses increased by $2.3 million, or 170.4%. |
Additional Items Impacting Net Income
|
|
|
|
|
In CAD |
|
In U.S. dollars |
|
Interest expense decreased by (CAD 0.1) million, or (3.2%), related to our BMO Credit Agreement and long-term debt at CRA and CDR . |
|
Interest expense decreased by ($0.2) million, or (8.4%). |
|
Foreign currency losses at all Canadian properties decreased by (CAD 1.3) million, or (101.5%). |
|
Foreign currency losses at all Canadian properties increased by $0.2 million, or 91.1%. |
A reconciliation of net earnings to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion above.
42
Three Months Ended September 30, 2016 and 2015
The following discussion highlights results for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 .
Market Share Highlights
|
· |
|
The Central City market increased by 5.8 % and CTL ’s share of the Central City market was 28.6% , remaining constant compared to the three months ended September 30, 2015. |
|
· |
|
The Cripple Creek market increased by 2.0 % and CRC ’s share of the Cripple Creek market was 9. 7 %, a de crease of 4.5 % compared to the three months ended September 30, 2015. |
Revenue Highlights
|
· |
|
At CTL, n et operating revenue increased by $0.4 million, or 9.5%, due to increased gaming revenue, primarily from slot machines, and increased food and beverage revenue. |
|
· |
|
At CRC, n et operating revenue de creased by ( $0. 2) million, or (5.4 % ) , due to de creased gaming revenue , primarily from slot machines , and increased promotional allowances . |
Operating Expense Highlights
|
· |
|
At CTL, o perating expenses increased by $0.1 million, or 2.6%, due to increased gaming-related expenses, payroll expenses and general and administrative expenses. |
|
· |
|
At CRC, o perating expenses remained constant. |
A reconciliation of net earnings to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion above.
43
Nine Months Ended September 30, 2016 and 2015
The following discussion highlights results for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 .
Market Share Highlights
|
· |
|
The Central City market increased by 5. 3 % and CTL ’s share of the Central City market was 28. 4 %, a decrease of (1. 2 %) compared to the nine months ended September 30, 2015. |
|
· |
|
The Cripple Creek market increased by 2.8 % and CRC ’s share of the Cripple Creek market was 9.8%, a de crease of 1.6 % compared to the nine months ended September 30, 2015. |
Revenue Highlights
|
· |
|
At CTL. n et operating revenue increased by $1.0 million, or 7.4%, due to increased gaming revenue, primarily from slot machines, as well as increased hotel and food and beverage revenue. |
|
· |
|
At CRC, n et operating revenue remained constant due to increased hotel revenue offset by increased promotional allowances . |
Operating Expense Highlights
|
· |
|
At CTL, o perating expenses increased by $0.5 million, or 4.6%, due to increased gaming-related expenses, payroll expenses and general and administrative expenses. |
|
· |
|
At CRC, o perating expenses increased by $0.1 million, or 1.3%, due to increased gaming-related expenses. |
Additional Items Impacting Net Income
|
· |
|
Income tax expense increased by $0.2 million, or 12.2%. |
A reconciliation of net earnings to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion above.
44
Three Months Ended September 30, 2016 and 2015
The following discussion highlights results for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 . Results in U.S. dollars were impacted by a 3.3% exchange rate decrease in the average rate between the U.S. dollar and Polish zloty for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 .
Revenue Highlights
|
|
|
|
|
In PLN |
|
In U.S. dollars |
|
Net operating revenue increased by PLN 5.0 million, or 10.8%, due to increased slot and blackjack revenue. |
|
Net operating revenue increased by $0.9 million, or 7.3%. |
Operating Expense Highlights
|
|
|
|
|
In PLN |
|
In U.S. dollars |
|
Operating expenses increased by PLN 3.2 million, or 7.5%, primarily due to increased gaming expenses, marketing expenses and payroll costs. |
|
Operating expenses increased by $0.5 million, or 4.1%. |
Additional Items Impacting Net Income
|
|
|
|
|
In PLN |
|
In U.S. dollars |
|
Interest expense decreased by (PLN 0.1) million, or (76.4%). |
|
Interest expense decreased by less than ($0.1) million, or (78.8%). |
|
Income tax expense increased by PLN 0.4 million, or 44.8%. |
|
Income tax expense increased by $0.1 million, or 40.5%. |
A reconciliation of net earnings to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion above.
45
Nine Months Ended September 30, 2016 and 2015
The following discussion highlights results for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 . Results in U.S. dollars were impacted by a 4.7% exchange rate decrease in the average rate between the U.S. dollar and Polish zloty for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 .
Revenue Highlights
|
|
|
|
|
In PLN |
|
In U.S. dollars |
|
Net operating revenue increased by PLN 8.1 million, or 5.6%, due to increased slot revenue of PLN 15.7 million, offset by decreased table revenue, primarily from roulette, of (PLN 6.5) million and increased promotional allowances. |
|
Net operating revenue increased by $0.3 million, or 0.9%. |
Operating Expense Highlights
|
|
|
|
|
In PLN |
|
In U.S. dollars |
|
Operating expenses increased by PLN 5.1 million, or 3.8%, primarily due to increased gaming expenses and increased payroll costs and administrative expenses, offset by decreased marketing expenses. |
|
Operating expenses decreased by ($0.3) million, or (0.8%). |
Additional Items Impacting Net Income
|
|
|
|
|
In PLN |
|
In U.S. dollars |
|
Interest expense decreased by (PLN 0.3) million, or (68.8%). |
|
Interest expense decreased by ($0.1) million, or (70.6%). |
|
Foreign currency losses decreased by (PLN 0.1) million, or (26.0%). |
|
Foreign currency losses decreased by ($0.3) million, or (62.7%). |
|
Income tax expense increased by PLN 0.9 million, or 32.2%. |
|
Income tax expense increased by $0.2 million, or 26.0%. |
A reconciliation of net earnings to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion above.
46
In March 2011, the Polish Internal Revenue Service (“Polish IRS”) began conducting a series of tax audits of CPL to review the calculation and payment of personal income tax by CPL employees. Based on the March 2011 audit, the Polish IRS concluded that CPL should calculate, collect and remit to the Polish IRS personal income tax on tips received by CPL employees from casino customers. The Polish IRS has conducted tax audits for the periods from December 1, 2007 to December 31, 2008, January 1, 2009 to December 31, 2009 and January 1, 2011 to January 31, 2011. On March 9, 2016, CPL received an oral decision from the Supreme Administrative Court for the tax periods of December 1, 2007 to December 31, 2008 and January 1, 2011 to January 31, 2011. The court found in favor of the Polish IRS. CPL received the written decision from the court in the second quarter of 2016 that confirmed the oral decision . See Note 8, “Commitments and Contingencies,” to our condensed consolidated financial statements included in this report.
The balance of the potential liability on our condensed consolidated balance sheet for all open periods as of September 30, 2016 is estimated at PLN 8.6 million ($2.2 million based on the exchange rate in effect on September 30, 2016). We have evaluated the contingent liability recorded on our condensed consolidated balance sheet as of September 30, 2016 and have concluded that it is properly accrued in light of our estimated obligation related to personal income tax on tips. The decision rendered by the Supreme Administrative Court in March 2016 and other proceedings by the Polish IRS may expose us to additional employment tax obligations in the future. Any additional tax obligations are not probable or estimable and we have not recorded any additional obligation related to such taxes as of September 30, 2016. Additional tax obligations assessed in the future as a result of these matters, if any, may be material to our financial position, results of operations and cash flows. To address these issues, we changed the payroll and withholding processes for CPL beginning in the third quarter of 2016. As a result of these changes, payroll costs for the third quarter of 2016 increased by PLN 1.5 million ($0.4 million based on the exchange rate in effect on September 30, 2016) . W e anticipate annual payroll costs to increase by approximately PLN 5.0 million ($1.3 million based on the exchange rate in effect on September 30, 2016).
47
Three Months Ended September 30, 2016 and 2015
We terminated our concession agreements with Oceania and Regent, indirect subsidiaries of Norwegian, effective June 1, 2015. We transitioned operations of the eight ship-based casinos that we operated onboard Oceania and Regent vessels to Norwegian during the second quarter of 2015. As consideration for the early termination of the concession agreements, we received $4.0 million in June 2015 and recorded this on our condensed consolidated statement of earnings under operating revenue net of $0.6 million related to assets that were sold to Norwegian as part of the termination agreement. We also entered into a consulting agreement with Norwegian effective June 1, 2015, under which we are providing limited consulting services for the ship-based casinos of Oceania and Regent in exchange for receiving a consulting fee of $2.0 million that is payable in eight quarterly installments of $250,000 that commenced in July 2015.
The following discussion highlights results for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 .
Revenue Highlights
|
· |
|
Net operating revenue remained constant due to the additional revenue from the Mein Schiff 5, Thomson Discovery and Glory Sea offset by the decreased revenue from a casino onboard a cruise ship that we no longer operate. |
Operating Expense Highlights
|
· |
|
Operating expenses increased by $0.2 million, or 7.4 %, due to increased cruise ship-related expenses resulting from the additional payroll and setup costs associated with opening the casino onboard Glory Sea. |
Additional Items Impacting Net Income
|
· |
|
Income tax expense increased by $0.4 million, or 46.5% . |
A reconciliation of net earnings to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion above.
48
Nine Months Ended September 30, 2016 and 2015
The following discussion highlights results for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 .
Revenue Highlights
|
· |
|
Net operating revenue decreased ($4.4) million, or (62.7%), because of $3.4 million of revenue related to the termination of the concession agreements with Oceania and Regent that we recognized in the 2015 period and decreased revenue related to a casino onboard a cruise ship that we no longer operate, offset by an additional five months of revenue from the consulting agreement with Norwegian and revenue from beginning casino operations onboard Mein Schiff 5, Thomson Discovery and Glory Sea. |
Operating Expense Highlights
|
· |
|
Operating expenses decreased by ($1.8) million, or (19.1 %), primarily due to decreased cruise ship-related expenses as a result of the termination of the concession agreements with Oceania and Regent and decreased stock compensation expense. |
Additional Items Impacting Net Income
|
· |
|
Income tax expense increased by $1.6 million, or 52.1%, as a result of releasing the Austrian valuation allowance of ($1.6) million in the second quarter of 2015, which did not recur during 2016 . |
A reconciliation of net earnings to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion above.
Non-Operating Income (Expense)
Non-operating income (expense) for the three and nine months ended September 30, 2016 and 201 5 was as follows:
Interest income
Interest income is directly related to interest earned on our cash reserves.
Interest expense
Interest expense is directly related to interest owed on our credit agreement with the Bank of Montreal (the “ BMO Credit Agreement ”), the fair value adjustments for our interest rate swap agreements , our CPL borrowings, and interest expense related to CDR’s land lease and CRA ’s and CDR’s capital lease agreements . Prior to the acquisition of our ownership interest in CDR, CDR sold a portion of the land on which the REC project is located and then entered into an agreement to lease back a portion of the land sold. We account for the lease using the financing method, accounting for the land subject to the lease as an asset and the lease payments as interest on the financing obligation.
49
Gain on Foreign Currency Transactions and Other
Gain on foreign currency transactions and other includes $1.6 million and $0.5 million received by CDR related to infrastructure built during the development of the REC project for the nine months ended September 30, 2016 and 2015, respectively. The distribution to CDR’s non-controlling shareholders through non-controlling interest is part of the credit agreement between CCE and CDR.
Taxes
Income tax expense is recorded relative to the jurisdictions that recognize book earnings. During the nine months ended September 30, 2016 , we recognized income tax expense of $ 2.4 million on pre-tax income of $ 11.3 million, representing an effective income tax rate of 21. 0 % compared to an income tax expense of less than $0. 4 million on pre-tax income of $ 12.7 million, representing an effective income tax rate of 3.2 % for the same period in 2015.
The difference between the income taxes expected at the U.S. federal statutory income tax rate of 34% and the reported income tax expense are impacted by a number of items. Our effective tax rate is lower because there is a lower statutory tax rate in the countries where we pay taxes, such as Austria, Mauritius, Canada and Poland, when compared to the United States. There is also a lower effective tax rate for our Canadian and Polish operations due to exchange rate benefits . In addition, w e continue to maintain a full valuation allowance on all of our U.S. deferred tax assets and on certain Canadian deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
Our business is capital intensive, and we rely heavily on the ability of our casinos to generate operating cash flow. We use the cash flows that we generate to maintain operations, fund reinvestment in existing properties for both refurbishment and expansion projects, repay third party debt, and pursue additional growth via new development and acquisition opportunities. When necessary and available, we supplement the cash flows generated by our operations with either cash on hand or funds provided by bank borrowings or other debt or equity financing activities.
As of September 30, 2016 , our total debt under bank borrowings and other agreements net of $0. 4 million related to deferred financing costs was $ 58. 4 million, of which $ 5 2 . 8 million was long-term debt and $ 5.5 million was the current portion of long -term debt. The current portion relates to payments due within one year under our BMO Credit Agreement, CPL’s two credit agreements and other capital lease agreements. We intend to repay the current portion of our debt obligations with available cash. In September 2016, we increased our borrowing capacity on our BMO Credit Agreement to CAD 69.2 million to finance the Apex Acquisition. The increased credit facility added CAD 30.0 million ($22.9 million based on the exchange rate in effect on September 30, 2016) to our debt balance, of which CAD 3.0 million ($2.3 million based on the exchange rate in effect on September 30, 2016) was the current portion . For a description of our debt agreements, see Note 7, “Long-Term Debt,” to our condensed consolidated financial statements included in this report. Net D ebt was $ 25.8 million as of September 30, 2016 . For the definition and reconciliation of Net Debt to the most directly comparable GAAP measure, see “Non-GAAP Measures – Net Debt” above.
50
The following table lists the amount of 2016 maturities of our debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of Montreal |
|
Century Resorts Alberta |
|
Century Downs |
|
Casinos Poland |
|
Total |
|||||
$ |
1,138 |
|
$ |
23 |
|
$ |
95 |
|
$ |
289 |
|
$ |
1,545 |
Cash Flows
At September 30, 2016 , c ash and cash equivalents totaled $ 33.0 million, and we had working capital (current assets minus current liabilities) of $ 1 4 . 5 million compared to cash and cash equivalents of $2 9.4 million and working capital of $ 11.2 million at December 31, 201 5 . The increase in cash and cash equivalents from December 31, 2015 is due to $ 15. 6 million of net cash provided by operating activities, $0.1 million from the exercise of stock options and $19. 1 million received under various loan agreements net of principal repayments . The cash provided by these activities was offset by $23.2 million held in restricted cash for the Apex Acquisition, $ 5. 0 million used to purchase property and equipment, $1. 9 million used for a distribution to non-controlling interests , $0.2 million used for payment of deferred financing costs related to the BMO Credit Agreement and $ 0.9 million in exchange rate changes .
We identified errors within the condensed consolidated statements of cash flows for the nine months ended September 30, 2015. We inadvertently failed to remove the effects of a portion of unpaid purchases of property and equipment from the change in accounts payable and purchases of property and equipment in the preparation of the statements of cash flows. This error resulted in the understatement of net cash provided by operating activities of $1.0 million and a corresponding understatement of net cash used in investing activities, in the same amount, for the nine months ended September 30, 2015. The prior period amounts within the condensed consolidated statement of cash flows for the nine months ended September 30, 2015 have been revised to reflect the correct balances.
Net cash provided by operating activities was $15. 6 million for the nine months ended September 30, 2016 and $ 14.3 million for the nine months ended September 30, 2015 . Net cash provided by operating activities for the nine months ended September 30, 2015 included $3.4 million from the termination of the concession agreements. Our cash flows from operations have historically been positive and sufficient to fund ordinary operations. Trends in our operating cash flows tend to follow trends in earnings from operations, excluding non-cash charges. Please refer to the condensed consolidated statements of cash flows in Part I, Item 1 of this Form 10-Q and to management’s discussion of the results of operations above in this Item 2 for a discussion of earnings from operations.
Net cash used in investing activities of $28. 2 million for the nine months ended September 30, 2016 consisted of $1.4 million in various projects for CDR including construction of a second barn and parking lots and landscaping, $1.4 million to renovate CRA , $0.5 million in gaming equipment and furniture for three new cruise ships, $0.1 million to purchase new slot machines for CRC , $0.1 million to purchase new slot machines for CTL , $0.1 million for hotel upgrades for CTL , $0.5 million to purchase new slot machines and table games for CPL, $0.9 million in other fixed asset additions at our properties and $23.2 million held in restricted cash for the Apex Acquisition that closed on October 1, 2016 , offset by less than $0.1 million in proceeds from the disposition of fi xed assets.
Net cash used in investing activities of $ 14.7 million for the nine months ended September 30, 2015 consisted of $ 12.2 million for development costs related to the REC project, $0.5 million to purchase new slot machines and table equipment for the casinos operated by CPL , $0.1 million in improvements to the casinos in Poznan and Katowice operated by CPL , $0.1 million to purchase new sign displays for the casinos in Warsaw and Wroclaw by CPL , $0.3 million to purchase new slot machines for the Mein Schiff 4, Star Breeze and Star Legend ship-based casinos, $0.5 million to purchase slot machines for CRC and CTL , $0.1 million to purchase new surveillance equipment at CRC , $0.1 million in sound equipment for the showroom and $0.1 million in parking lot repairs at CRA , $0.1 million to remodel a restaurant and kitchen at CAL and $1.3 million in cumulative additions at our properties, offset by $0.7 million in proceeds from the disposition of assets .
51
Net cash provided by financing activities of $17. 1 million for the nine months ended September 30, 2016 consisted of $19. 1 million cash received under various loan agreements net of principal repayments and $0.1 million received from the exercise of stock options, offset by $1.9 million in distributions to non-controlling interests and $0.2 million in deferred financing payments .
Net cash provided by financing activities of $ 6.3 million for the nine months ended September 30, 2015 consisted of $ 6.8 million cash received under various loan agreements net of principal repayments and $0.1 million cash from the exercise of stock options, offset by a $0.5 million distribution to non-controlling interests in CDR .
Common Stock Repurchase Program
Since 2000, we have had a discretionary program to repurchase our outstanding common stock. In November 2009, we increased the amount available to be repurchased to $15.0 million. We did not repurchase any common stock during the nine months ended September 30, 2016 . The total amount remaining under the repurchase program was $14.7 million as of September 30, 2016 . The repurchase program has no set expiration or termination date.
Potential Sources of Liquidity, Short-Term Liquidity
Historically, our primary sources of liquidity and capital resources have been cash flow from operations, bank borrowings, sales of existing casino operations and proceeds from the issuance of equity securities.
We expect that the primary source of cash will be from our gaming operations and additional borrowings under the BMO Credit Agreement . In addition to the payment of operating costs, expected uses of cash within one year include capital expenditures for our existing properties, interest and principal payments on outstanding debt , payments for the Apex Acquisition, the construction of Century Mile and potential new projects or dividends, if declared by the board of directors. We amended the BMO Credit Agreement to obtain the financing needed for the Apex Acquisition which was completed on October 1, 2016. If necessary, we may seek to obtain additional term loans, mortgages or lines of credit with commercial banks or other debt or equity financings to supplement our working capital and investing requirements.
We believe that our cash at September 30, 2016 , as supplemented by cash flows from operations and additional borrowings under the BMO Credit Agreement , will be sufficient to fund our anticipated operating costs, capital expenditures at existing properties and current debt repayment obligations for at least the next 12 months. We will continue to evaluate our planned capital expenditures at each of our existing locations in light of the operating performance of the facilities at such locations. From time to time we expect to have cash needs for the development or purchase of new properties , including the potential Century Mile project, that exceed our current borrowing capacity and we may be required to seek additional debt, equity or bank financing.
In addition, we expect our U.S. domestic cash resources will be sufficient to fund our U.S. operating activities and cash commitments for investing and financing activities. While we currently do not have an intent nor foresee a need to repatriate funds, we could require more capital in the U.S. than is generated by our U.S. operations for operations, capital expenditures or significant discretionary activities such as acquisitions o f businesses and share repurchases. If so, we could elect to repatriate earnings from foreign jurisdictions or raise capital in the U.S. through debt or equity issuances, which could have adverse tax consequences, as we have not accrued taxes for un-repatriated earnings of our foreign subsidiaries. We estimate that approximately $2 6.7 million of our total $ 33.0 million in cash and cash equivalents at September 30, 2016 is held by our foreign subsidiaries and is not available to fund U.S. operations unless repatriated. The determination of the additional deferred taxes that would be provided for undistributed earnings has not been determined because the hypothetical calculation is not practicable.
52
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We had no material changes in our exposure to market risks from that previously reported in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2015.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures – Our management, with the participation of our principal executive officers and principal financial/accounting officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, for the period covered by this report. Based on such evaluation, our principal executive officers and principal financial/accounting officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2016 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In March 2000, our board of directors approved a discretionary program to repurchase up to $5.0 million of our outstanding common stock. In November 2009, our board of directors approved an increase of the amount available to be repurchased under the program to $15.0 million. The repurchase program has no set expiration or termination date and had approximately $14.7 million remaining as of September 30, 2016 . There were no repurchases of common stock during the nine months ended September 30, 2016 .
53
* Filed herewith.
** Furnished herewith.
54
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
CENTURY CASINOS, INC. /s/ Margaret Stapleton Margaret Stapleton Principal Financial/Accounting Officer Date: November 1, 2016 |
55
CENTURY CASINOS, INC.
INDEX TO EXHIBITS
* Filed herewith.
** Furnished herewith.
56
Exhibit 10.1
ASSIGNMENT OF SHARE AND REAL PROPERTY PURCHASE AGREEMENT
THIS ASSIGNMENT is made effective as of the 22 nd day of July, 2016.
BETWEEN:
CENTURY CASINOS EUROPE GMBH
A corporation registered pursuant to the laws of the Province of Alberta under the assumed name Century Casinos Europe LLC
(hereinafter called the “Assignor”)
OF THE FIRST PART
- and –
CENTURY CASINO ST. ALBERT INC.
A corporation incorporated under the laws of the Province of Alberta
(hereinafter called the “Assignee”)
OF THE SECOND PART
WHEREAS :
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A. |
|
The Assignor has entered into a Share and Real Property Purchase Agreement (the “ Purchase Agreement”) dated the 29 th day of June, 2016 with 851896 Alberta Ltd., Game Plan Developments Ltd., Casino St. Albert Inc., Action ATM Inc., MVP Sports Bar Ltd. and Bruce McPherson for the purchase of certain shares and assets as described in the Purchase Agreement. |
|
B. |
|
Section 10.4(b) of the Purchase Agreement provides that the Assignor may assign the Purchase Agreement to one of the Assignor’s Affiliates and , upon such assignment, the Purchase Agreement shall be binding upon and enure to the benefit of that permitted assignee . |
|
C. |
|
The Assignor is the sole shareholder of the Assignee and therefore, pursuant to the Purchase Agreement, the Assignee is an Affiliate of the Assignor. |
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D. |
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In accordance with Section 10.4(b) of the Purchase Agreement, t he Assignor wishes to assign all of its rights and interest and delegate all of its obligations under the Purchase Agreement to the Assignee and the Assignee wishes to accept such assignment and delegation. |
NOW THEREFORE THIS ASSIGNMENT WITNESSETH that in consideration of the sum of Ten ($10.00) Dollars paid by each of the parties to the other and of the mutual covenants of the parties herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties):
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1. |
|
The Assignor hereby absolutely assigns, transfers, sets over and conveys to the Assignee all of its rights, title and interest, both in law and in equity, in and to the Purchase Agreement , effective as of July 22, 2016 (the “Effective Date”) . |
|
2. |
|
The Assignee covenants and agrees with the Assignor that the Assignee shall assume, perform and observe all covenants and obligations set forth or contained in the Purchase Agreement to be performed or observed by the Assignor from and after the Effective Date and: |
(a) shall be liable to the Assignor for;
(b) shall indemnify and save harmless the Assignor of and from;
all manners of action, causes of action, proceedings, claims, demands, losses, costs, damages and expenses whatsoever (without limiting the generality of the foregoing, direct losses, costs, damages and expenses of the Assignor including costs as between a solicitor and his own client) which may be brought or made against the Assignor or which the Assignor may sustain, pay or incur as a result of or in connection with any breach or non-observance by the Assignee of any covenant required to be performed or observed by the Assignor under the Purchase Agreement prior to the Effective Date .
|
3. |
|
Defined terms utilized in this Assignment and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. |
IN WITNESS WHEREOF the parties hereto have executed these presents as of the day and year first above written.
CENTURY CASINOS EUROPE GMBH
Per: /s/ Andreas Terler
CENTURY CASINO ST. ALBERT INC.
Per: /s/ Geoff Smith
Exhibit 10.2
FIRST AMENDMENT TO SHARE AND REAL PROPERTY PURCHASE AGREEMENT
THIS AMENDING AGRE E MENT is dated effective as of the 24 th day of August , 201 6
AMONG :
CENTURY CASINO ST. ALBERT INC.
(the “ Buyer ”)
-and-
CASINO ST. ALBERT INC .
( “ CSA ”)
-and-
ACTION ATM INC .
( “ ATM ”)
-and-
MVP SPORTS BAR LTD .
( “ MVP ”)
-and-
GAME PLAN DEVELOPMENTS LTD .
( “ GPD ”)
-and-
851896 ALBERTA LTD .
( “ 851 ”)
-and-
BRUCE McPHERSON
( “ Bruce ”)
WHEREAS:
|
(a) |
|
Century Casinos Europe GmbH, a corporation registered in Alberta under its assumed name Century Casinos Europe LLC (“Century Europe”) , CSA, ATM, MVP, GPD, 851 and Bruce entered into a Share and Real Property Purchase Agreement dated as of June 29, 2016 ( the “ Purchase Agreement ”); |
|
(b) |
|
Pursuant to an assignment agreement dated effective as of July 22, 2016, Century Europe assigned all of its rights and interests under the Purchase Agreement to its Affiliate, the Buyer, and the Buyer assumed all of Century Europe’s obligations under the Purchase
|
Agreement, all effective as of July 22, 2016 , as contemplated by Section 10.4 of the Purchase Agreement; |
|
(c) |
|
In accordance with Section 10.9 of the Purchase Agreement, the Buyer, CSA, ATM, MVP, GPD, 851 and Bruce wish to amend the Purchase Agreement as provided for in this Amending Agreement ; |
NOW THEREFORE, in consideration of the mutual covenants contained herein and for such other good and valuable consideration given by each party to the other s , the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:
|
1. |
|
The word and phrases that are capitalized herein and defined in the Purchase Agreement shall have the same meaning in this Amending A greement as in the Purchase Agreement, except as otherwi se specifically provided herein . Without limiting the foregoing exception , in this Amending Agreement the expression “Buyer” means Century Casino St. Albert Inc. and the expression “Century Europe” means Century Casinos Europe GmbH, a corporation registered in Alberta under its assumed name Century Casinos Europe LLC. |
|
2. |
|
In the 1 st line of Section 6.1(b) of the Purchase Agreement, the words “ By 60 days after the Execution Date, ” are deleted and replaced with the words “ By September 21 , 2016 , ”. |
|
3. |
|
All other terms and conditions contained within the Purchase Agreement are to remain the same and in full force and effect and time shall continue to be of the essence. |
|
4. |
|
This Amending Agreement may be signed or executed in several counterparts in accordance with Section 10.5 of the Purchase Agreement . |
IN WITNESS WHEREOF , this Amending A greement has been executed by the parties, effective the date first above noted.
CENTURY CASINO ST. ALBERT INC.
By: /s/ Geoff Smith
Name: Geoff Smith
Title: Director
CENTURY CASINO ST. ALBERT INC.
By: /s/ Andreas Terler
Name: Andreas Terler
Title: Director
CASINO ST. ALBERT INC.
By: /s/ Bruce McPherson
Name: Bruce McPherson
Title: President
ACTION ATM INC.
By: /s/ Bruce McPherson
Name: Bruce McPherson
Title: President
MVP SPORTS BAR LTD.
By: /s/ Bruce McPherson
Name: Bruce McPherson
Title: President
GAME PLAN DEVELOPMENTS LTD.
By: /s/ Bruce McPherson
Name: Bruce McPherson
Title: President
851896 ALBERTA LTD.
By: /s/ Bruce McPherson
Name: Bruce McPherson
Title: President
SIGNED SEALED & DELIVERED
In the presence of:
/s/ Bruce McPherson
Bruce McPherson
/s/ Mal Ogrodnick
Mal Ogrodnick
Witness
Exhibit 10.3
Second AMENDMENT TO SHARE AND REAL PROPERTY PURCHASE AGREEMENT
THIS AMENDING AGRE E MENT is dated effective as of the 19 th day of September , 201 6
AMONG :
CENTURY CASINO ST. ALBERT INC.
(the “ Buyer ”)
-and-
CASINO ST. ALBERT INC .
( “ CSA ”)
-and-
ACTION ATM INC.
(“ ATM ”)
-and-
MVP SPORTS BAR LTD.
(“ MVP ”)
-and-
GAME PLAN DEVELOPMENTS LTD.
(“ GPD ”)
-and-
851896 ALBERTA LTD.
(“ 851 ”)
-and-
BRUCE McPHERSON
(“ Bruce ”)
WHEREAS:
(a) Century Casinos Europe GmbH, a corporation registered in Alberta under its assumed name Century Casinos Europe LLC (“ Century Europe ”) , CSA, ATM, MVP, GPD, 851 and Bruce entered into a Share and Real Property Purchase Agreement dated as of June 29, 2016 ( the “ Purchase Agreement ”) , which Purchase Agreement was assigned by Century Europe to Buyer pursuant to th e assignment dated July 22, 2016 and which Purchase Agreement was amended pursuant to the Amending Agreement dated August 24, 2016 ;
(b) In accordance with Section 10.9 of the Purchase Agreement, the Buyer, CSA, ATM, MVP, GPD, 851 and Bruce wish to amend the Purchase Agreement as provided for in this Amending Agreement ;
NOW THEREFORE, in consideration of the mutual covenants contained herein and for such other good and valuable consideration given by each party to the other s , the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:
1. The word and phrases that are capitalized herein and defined in the Purchase Agreement shall have the same meaning in this Amending A greement as in the Purchase Agreement, except as otherwi se specifically provided herein . Without limiting the foregoing exception , in this Amending Agreement the expression “ Buyer ” means Century Casino St. Albert Inc. and the expression “ Century Europe ” means Century Casinos Europe GmbH, a corporation registered in Alberta under its assumed name Century Casinos Europe LLC.
2. In the Table of Contents, “June _____, 2016” is deleted and replaced with “June 29, 2016 ” .
3. In the first sentence of the first paragraph of t he Purchase Agreement, “June _____, 2016” is deleted a nd replaced with “June 29, 2016 ” .
4. In the first paragraph of the i ntroduction, the following is inserted immediately after “the ATM Shares”) : “(the MVP Shares, CSA Shares and ATM Shares are referred to collectively as , the “ Shares ” and individually as , a “ Share ”) ” .
5. In Section 2.2(a), “Thousand” is inserted immediately after “Nine” and “Closing Working Capital” is deleted and replaced with “Working Capital””.
6. In Section 2.2(b), “Real Estate Purchase Price” is deleted and replaced with “Real Property Purchase Price”.
7. In Section 2.3(a) the following is inserted after the last sentence: “The financial statement for CSA used in the calculation of the Working Capital shall show as accrued liabilities (i) progressive slots liability in the appropriate amount to be determine d at Closing and (ii) players club points liability in the appropriate amount to be determined at Closing .”.
8. In Section 2.3(b), “90-day period” in the first line is deleted and replaced with “100-day p eriod ” .
9. In Section 2.3(d), “ final” is in serted immediately after “after ” in the first line .
10. In Section 2.5, “the date which is 30 days after the last of the Conditions Precedent is removed” is deleted and replaced with “ October 1, 2016” and “12:00” is dele ted and replaced with “8:00 am.”
11. Section 2.7(c) is deleted in its entirety and replaced with the following:
The Escrow Agreement shall provide that the Indemnity Escrow Amount shall be released to GPD and 851 in accordance with this Agreement and the Escrow Agreement . The Buyer shall be entitled to offset against and collect from the Escrow Funds any amounts due and owing to the Buyer or the Companies, but unpaid, by GPD or 851 pursuant to Section 2.3(d) , this Section 2.7 , Section 7.6 , Article
VIII or Article IX ; provided , that such offset shall not relieve Bruce, GPD or 851 from any obligation due under any of the foregoing Sections or Articles. The Indemnity Escrow Amou nt shall be released as set out below; provided, that if there are any indemnification claims made hereunder for Losses of the Buyer Inde mnified Parties that have not been fully satisfied or settled on a release date ( the total of such not fully satisfied claims shall be referred to as the “ Aggregate Claims Amount ” ) then the Aggregate Claims Amount shall be retained as Escrow Funds and not be released until such claims are finally resolved and satisfied or are otherwise released pursuant to a joint written direction of the Buyer, GPD and 851. All fees and charges of the Escrow Agent and otherwise incurred under the Escrow Agreement shall be borne one half by the Buyer and one half by GPD and 851. The Buyer, GPD and 851 hereby agree to provide joint written instructions to the Escrow Agent, on a timely basis, so that distributions from the Escrow Funds can be made by the Escrow Agent to the Buyer Indemnified Party in accordance with this Sectio n 2.7 . The Buyer, GPD and 851 shall, except as regards issues in genuine dispute, provide joint written instructions to the Escrow Agent on a timely basis so that distributions can be made by the Escrow Agent within the time periods required by this Section 2.7(c) .
Release of Indemnity Escrow Amount:
(i) On October 2, 2016 , the amount released to GPD and 851 shall equal the Indem nity Escrow A mount minus [Two Million Four Hundred Ten Thousand ($2,410 ,000.00) Dollars plus the Aggregate Claims Amount] ;
(ii) On D ecember 30 , 2017, the amount released to GPD and 851 shall equal the remaining balance of the Indemnity Escrow Amount minus [ One Million Three Hundred Seventy Thousand ($1,370,000.00) Dollars plus the Aggregate Claims Amount ] ;
(iii) On December 30 , 2018, the amount released to GPD and 851 shall equal the remaining balance of the Indemnity Escrow Amount minus [ Six Hundred Eighty Five Thousand ($685,000.00) Dollars plus the Aggregate Claims Amount ] ; and
(iv) On December 30 , 2019, the amount released to GPD and 851 shall equal the remaining balance of the Indemnity Escro w Amount minus the Aggregate Claims Amount .
12. In Section 4.4, “ALGC” is deleted and replaced with “AGLC ” .
13. In Section 4.5(a), “B9uyer” is deleted and replaced with “Buyer” and “70 days” is del eted and replaced with “80 days ” .
14. In Section 4.46, the number “4.46” is deleted and replaced with “ 4.46(a) ” and the following is inserted as Section 4.46(b) :
GPD shall ensure that the Renovations are completed in a good and workmanlike manner and shall maintain the holdbacks required under the Builders’ Lien Act (Alberta). The completion of the Renovations shall be at GPD’s expense.
15. In Section 6.1(e), “December 31, 2016 ” is deleted and replaced with “ On or before September 21, 2016 ” .
16. Intentionally Deleted.
17. In Section 6.2(b)(xvi), “the GPD’s Lawyer” is deleted and replaced with “GPD’s lawyer ” .
18. Section 6.2(b)( xx) is deleted in its entirety and replaced with “ The Licence Agreement , in a form satisfactory to the Buyer acting reasonably, signed by AGLC and the licensee and an assignment of the Licence Agreement to the Buyer executed by the licensee and consented to by AGLC or an undertaking from GP D and GPD’s lawyer to use best efforts to obtain the same.”.
19. The following is inserted at Section 6.2(b) :
(xxii) Termination of Lease dated November 16, 2012 between Game Plan Developments Ltd. (as landlord) and MVP (as tenant) for a portion of the lands legally described as Plan 9825003, Block 6, Lot 3 ;
(xxiii) Confirmation of expiration or termination of lease December 1, 1997 between Game Plan Developments Ltd. (as landlord) and MVP (as tenant) for a portion of the lands legally described as Plan 9321109, Block 6, Lot 12 ;
(xxiv) Confirmation of expiration or termination of the Lease dated December 1, 1997 between Game Plan Developments Ltd. (as landlord) and Casino St. Albert Inc. (as tenant) for a portion of the lands legally described as Plan 9321109, Block 6, Lot 12 ;
(xxv) Fully executed copies of the minutes for the director’s and shareholder’s 2015 annual meetings for ATM, MVP and CSA ; and
(xxvi) Fully executed copies of the minutes for the director’s and shareholder’s 201 6 annual meetings for ATM .
20. In Section 7.6, “the GPD of 851” is delete d and replaced with “GPD or 851 ” and “Final Purchase Price” is deleted and replaced with “Final Share Purchase Price””.
21. In Section 8.1(b), “Section 6.1” is deleted and replaced with “Section 6.2 (a) ” and “Closing Working Capital” is deleted and replaced with “Closing Working Capital Statement””.
22. In Section 8.2(c), “Final Purchase Price” is deleted an d replaced with “Purchase Price ” .
23. In Section 9.1 (a) , the reference to “Taxable periods” is amended to “ taxable periods”, references to “Taxable period ” are amended to “taxable period ” and “Final Purchase Price” is deleted and replaced with “Final Share Purchase Price””.
24. In Section 10.6, “bruce@apexcasino.com” is deleted and replaced with “bruce@apexcasino.ca” and “(780) 429-9329” is deleted and replaced with “(780) 428-93 29 ” .
25. In Section 4.35, “the GPD’s Lawyer’s” is deleted and replaced with “GPD’s lawyer ” .
26. In Section 4.40, “Properties” is deleted a nd replaced with “Real Property ” .
27. Exhibit A to the Purchase Agreement is amended as follows:
(a) The following definition is inserted: “Aggregate Claims Amount” is defined in Section 2.7(c);
(b) T he definition s of “Closing Working Capital” , “Material Customers” and “Material Suppliers” are deleted in their entirety;
(c) The definition of “Final Purchase Price”, “ Final Purchase Price ” is deleted and replaced with “ Final Share Purchase Price ”;
(d) The definition of “Indemnity Escrow Amount” is deleted in its entirety and replaced with “ “ Indemnity Escrow Amount ” means Three Million Eighty Five Thousand ($3,085,000.00) Dollars.” ;
(e) The following definition is inserted: “ “ Licence Agreement ” means the licenc e agreement referred to in the Offer to Sell Agreement dated March 5, 2014 made between AGLC and West 16 Land Developments Ltd.” ;
(f) I n the definition of “Purchase Price”, “Proeprty” is deleted and replaced with “Property” ;
(g) The definition o f “Release Date” is deleted in its entirety ;
(h) The foll owing definition is inserted: “ “ Renovations ” means those renovations to the building on the Real Property which were commenced prior to the Closing Date , including replacement of the rooftop hvac unit which is used to service the restaurant and bar area and is installed on the roof above the foyer and including those identified on the June 27, 2016 Building Condition Assessment Report prepared by Williams Engineering Ltd., as follows:
(i) repaint roof area support and railing with surface corrosion;
(ii) repaint west section area roof cladding and railings;
(iii) repair of apron and sidewalk slab cracks and de fects;
(iv) install domestic water bypass and back flow preventer;
(v) fix transformer pad ;
(vi) remove parking pedestals;
(vii) replace T12 fixtures with T8s;
(viii) m etal Roof – replacement allowance – north elevation;
(ix) st ucco and parging cladding – repair allowance; and
(x) brick veneer – repointing allowance;
and, f or greater ce rtainty, the r enovations shall not in any way include the items listed on the June 27, 2016 Building Condition Assessment Report prepared by Williams Engineering Ltd., identified as follows:
( i ) remove domestic hot water tank and replace with instantaneous water heater;
(ii) remove and replace MAU-4;
(iii) remove and replace 8 furnaces;
(iv) replace exterior HID wall packs;
(v) upgrade fire alarm systems to addressable code system and fix code deficiencies;
(vi) BUR roof replacement with similar (2 roof areas);
(vii) asphalt repairs to select locations, crack repair, potholes, and fill depressions;
(viii) yearly (year 2) maintenance allowance for same;
(ix) year 3 and beyond for same; and
(x) paint handicap signs. ”
(i) I n the definition of “Resolution Accountants”, “Section 2.3(d)” is deleted and replaced with “Section 2.3(c)”;
(j) T he references to “Plan 812500 52” in the definitions of “Restrictive Covenant Agreement” and “Right of First Refusal Agreement” are deleted and replaced with “Plan 8120054 ” ; and
(k) In the definition of “Target Working Capital”, “Working Capital” is deleted and replaced with “working capital”.
28. In Exhibit B-1 , Section 1, “as such term” is deleted and replaced with “as such terms”.
29. In Exhibit B-2, the note to draft is deleted.
30. In Exhibit B-2, Section 1, the note to draft is deleted and the follo wing is inserted after “from the” is deleted and replaced with “from October 1, 2016”.
31. In Exhibit B-2, Section 1(d), the period is deleted and the following is inserted immediately after “supplies”, “, excepting advertisements found in print media provided that the print media is not pr oduced by or for the owner or tenant of the Servient Lands or any portion thereof .” .
32. In Exhibit B-2, Section 2, the last paragraph is deleted in its entirety and replaced with:
The restrictions in s. 2 hereof shall cease to apply to any of the parcels of lands which comprise the Servient Lands (a “Parcel”) if (i) the owner of that Parcel enters into an access easement agreement with the owner of the Dominant Lands which provides a direct right of access for pedestrians to and from the Parcel to the Dominant Lands at a location a nd on terms which are mutually agreeable to the owner of the Domin ant Lands and the owner of the Servient Lands, each acting reasonably, and which terms shall include that the owner of that Parcel shall construct and maintain a pedestrian access from
such hotel development on the P arcel to the buildings on Dominant Lands, mutually satisfactory to the owner of the Dominant Lands and the owner of the Servient Lands (the “Access Easement Agreement”) , each acting reasonably, and (ii) the Access Easement Agreement signed by the owner of the Dominant Lands and the owner of the Parcel (or a caveat in respect hereof) is registered against title to the Parcel.
33. In Exhibit B-2, the following is inserted at the end of Section 7: “The restrictive covenant registered against title to the Servient Lands shall be subject only to the prior permitted registrations noted on Schedule “B”.”
34. In Exhibit B-2, Schedule “B”, the following is inserted at the end of the legal description of the firstly described lands: “Prior Permitted Registrations: 782 068 705, 802 246 055, 802 246 056 and 812 011 593” and the following is inserted at the end of the legal description of the secondly described lands: “Prior Permitted Registrations: 782 068 70 5, 802 246 055, 802 246 056, 032 025 370 and Utility Right of Way in favour of Fortis Alberta Inc .” .
35. In Exhibit B-3, the following is inserted at the end of Section 2.02: “The said caveat shall not be subject to any prior registrations, excepting the permitted encumbrances noted on Schedule “B”.”
36. In Exhibit B-3, Schedule “B”, the following is inserted as item 11: “Utility Right of Way in favour of Fortis Alberta Inc .” .
37. In Exhibit B-3, Section 4, “nruce@apexcasino.com” is deleted and replaced w ith “bruce@apexcasino.ca ” and “(780) 429-9329” is deleted and replaced with “(780) 428-9329”.
38. In Exhibit D, the following are inserted as the Buyer’s lender and the lender’s solicitor: “Bank of Montreal and Dentons Canada LLP, 15th Floor, Bankers Court, 850 - 2nd Street SW Calgary, AB T2P 0R8 Canada” and “May ____, 2016” is deleted and replaced with “June 29, 2016”.
39. All other terms and conditions contained within the Purchase Agreement are to remain the same and in full force and effect and time shall continue to be of the essence.
40. This Amending Agreement may be signed or executed in several counterparts in accordance with Section 10.5 of the Purchase Agreement .
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF , this Amending A greement has been executed by the parties, effective the date first above noted.
CENTURY CASINO ST. ALBERT INC.
By: /s/ Margaret Stapleton
Name: Margaret Stapleton
Title: Director
CENTURY CASINO EUROPE GMBH
By: /s/ Andreas Terler
Name: Andreas Terler
Title: Managing Director
CASINO ST. ALBERT INC.
By: /s/ Bruce McPherson
Name: Bruce McPherson
Title: President
ACTION ATM INC.
By: /s/ Bruce McPherson
Name: Bruce McPherson
Title: President
MVP SPORTS BAR LTD.
By: /s/ Bruce McPherson
Name: Bruce McPherson
Title: President
GAME PLAN DEVELOPMENTS LTD.
By: /s/ Bruce McPherson
Name: Bruce McPherson
Title: President
851896 ALBERTA LTD.
By: /s/ Bruce McPherson
Name: Bruce McPherson
Title: President
SIGNED SEALED & DELIVERED
In the presence of:
/s/ Bruce McPherson
Bruce McPherson
/s/ Donald N. Cherniawsky
Donald N. Cherniawsky
Witness
CERTIFICATIONS
I, Erwin Haitzmann , certify that:
1. I have reviewed this quarterly report on Form 10- Q of Century Casinos , Inc. ;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer s and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15( e ) and 15d-15( e )) and internal control over financial reporting (as defined in E x ch a nge Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) D esigned such disclosure controls and procedures , or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) D esigned such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c ) E valuated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d ) D isclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function s ):
a) A ll significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) A ny fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 1 , 2016
/s/ Erwin Haitzmann
Erwin Haitzmann
Co Chief Executive Officer
CERTIFICATIONS
I, Peter Hoetzinger, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Century Casinos, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 1 , 2016
/s/ Peter Hoetzinger
Peter Hoetzinger
President and Co Chief Executive Officer
CERTIFICATIONS
I, Margaret Stapleton, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Century Casinos, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 1 , 2016
/s/ Margaret Stapleton
Margaret Stapleton
Executive Vice President and Principal Financial/Accounting Officer
Certification of Co Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report on Form 10-Q of Century Casinos, Inc. (the “Company”) for the quarter ended September 30 , 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
|
(1) |
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
(2) |
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 1 , 2016
/s/ Erwin Haitzmann
Erwin Haitzmann
Co Chief Executive Officer
Certification of President and Co Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report on Form 10-Q of Century Casinos, Inc. (the “Company”) for the quarter ended September 30 , 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
|
(1) |
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
(2) |
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 1 , 2016
/s/ Peter Hoetzinger
Peter Hoetzinger
President and Co Chief Executive Officer
Exhibit 32.3
Certification of Executive Vice President and Principal Financial/Accounting Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report on F orm 10-Q of Century Casinos, Inc. (the “Company”) for the quarter ended September 30 , 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:
|
(1) |
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
(2) |
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 1 , 2016
/s/ Margaret Stapleton
Margaret Stapleton
Executive Vice President and Principal Financial/Accounting Officer