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, 2022. 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), sports betting, iGaming, bowling and entertainment facilities that are in most instances a part of the casinos.

We view each market in which we operate as a separate operating segment and each casino or other operation within those markets as a reporting unit. We aggregate all operating segments into three reportable segments based on the geographical locations in which our casinos operate: United States, Canada and Poland. We have additional business activities including concession agreements, management agreements, 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 our operating segments and reporting units into reportable segments. The reporting units, except for Century Downs Racetrack and Casino and Casinos Poland, are owned, operated and managed through wholly-owned subsidiaries. Our ownership and operation of Century Downs Racetrack and Casino and Casinos Poland are discussed below. The real estate assets at our West Virginia and Missouri operating segments are owned by VICI PropCo and leased to us under the Master Lease. The land on which the REC and racetracks at Century Downs and Century Mile are located is leased.



Reportable Segment  Operating Segment   Reporting Unit
United States       Colorado            Century Casino & Hotel - Central City
                                        Century Casino & Hotel - Cripple Creek
                    West Virginia       Mountaineer Casino, Racetrack & Resort
                    Missouri            Century Casino Cape Girardeau
                                        Century Casino Caruthersville (1)
Canada              Edmonton            Century Casino & Hotel - Edmonton
                                        Century Casino St. Albert
                                        Century Mile Racetrack and Casino
                    Calgary (2)         Century Downs Racetrack and Casino
Poland              Poland              Casinos Poland

Corporate and Other Corporate and Other Cruise Ships & Other


                                        Corporate Other (3)


(1)Includes The Farmstead. (2)We operated Century Sports through February 10, 2022. See Note 1, "Description of Business and Basis of Presentation," to our condensed consolidated financial statements in Part I, Item 1 of this report. (3)Our equity investment in Smooth Bourbon is included in the Corporate Other reporting unit.

In February 2022, we sold the land and building we owned in Calgary, transferred the lease agreement for the casino premises to the buyer and ceased operating Century Sports, a sports bar, bowling and entertainment facility located on the property. Prior to the sale, Century Sports was included in the Calgary operating segment.

We have controlling financial interests through our subsidiary CRM in the following reporting units:

?We 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. As of March 31, 2023, CPL owned and operated eight casinos throughout Poland. The following table summarizes information about CPL's casinos as of March 31, 2023.



City          Location                  License Expiration Number of Slots Number of Tables
Warsaw        Marriott Hotel            September 2028           70               37
Warsaw        Hilton Hotel              July 2024                70               26
Warsaw        LIM Center                June 2025                65               4
Bielsko-Biala Hotel President           October 2023             49               5

Katowice      Park Inn by Radisson      October 2023             70               14
Wroclaw       Double Tree Hilton Hotel  November 2023            70               20
Krakow        Dwor Kosciuszko Hotel     May 2024                 70               5
Lodz          Manufaktura Entertainment June 2024                69               10
              Complex

In September 2022, CPL transferred the casino license for the Warsaw Marriott Hotel expiring in July 2024 to the Warsaw Hilton Hotel, and CPL was granted a new license for the Warsaw Marriott Hotel expiring in September 2028.

Casino licenses are granted for six years. When a casino license expires, the Polish Minister of Finance notifies the public of its availability, and interested parties can submit an application for the casino license. Following approval of a casino license by the Minister of Finance, there is a period in which applicants can appeal the decision.




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?We 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 is the only horse racetrack 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.

Through our wholly owned subsidiary Century Nevada Acquisition, Inc., we have a 50% equity interest in Smooth Bourbon. We report this interest as an equity investment. See Note 3, "Equity Investment," to our condensed consolidated financial statements in Part I, Item 1 of this report.

As of March 31, 2023, we also had a concession agreement for one ship-based casino. The agreement ended on April 16, 2023. See "Corporate and Other" below.

Recent Developments Related to COVID-19

Since the inception of the COVID-19 pandemic in March 2020, our casinos varied their operations based on the governmental health and safety requirements in the jurisdictions in which they are located. The COVID-19 pandemic impacted our results of operations in 2020 and the first half of 2021, and into the first quarter of 2022 for our Canada properties. Currently, our operations have no health and safety requirements for entry and few other COVID-19 related restrictions. The duration and impact of the COVID-19 pandemic remains uncertain. We cannot predict the negative impacts that COVID-19 will have on our consumer demand, workforce, suppliers, contractors and other partners and whether future closures will be required. Such closures have had a material impact on us. The effects of COVID-19, ongoing governmental health and safety requirements and any future closures could have a material impact on us. We will continue to monitor our liquidity and make reductions to marketing and operating expenditures, where possible, if future government mandates or closures are required that would have an adverse impact on us.

Other Projects and Developments

Nugget Casino Resort in Sparks, Nevada

In February 2022, we entered into a definitive agreement with Marnell, pursuant to which we, through a newly formed subsidiary, agreed to purchase from Marnell (i) 50% of the membership interests in Smooth Bourbon, and (ii) 100% of the membership interests in Nugget. Nugget owns and operates the Nugget Casino Resort in Sparks, Nevada, and Smooth Bourbon owns the real property on which the casino is located.

We purchased 50% of the membership interests in Smooth Bourbon for approximately $95.0 million at the First Closing on April 1, 2022. We used approximately $29.3 million of cash on hand and borrowings under the Goldman Credit Agreement in connection with the First Closing. We purchased 100% of the membership interests in Nugget for approximately $100.0 million (subject to certain adjustments) at the Second Closing on April 3, 2023. Following the Second Closing, we own the operating assets of Nugget Casino Resort and 50% of the membership interests in Smooth Bourbon. We also have a five-year option through April 1, 2027 to acquire the remaining 50% of the membership interests in Smooth Bourbon for $105.0 million plus 2% per annum. At the First Closing, Smooth Bourbon entered into a lease with Nugget for an annual rent of $15.0 million.

Rocky Gap Casino Resort in Flintstone, Maryland

On August 24, 2022, we entered into a definitive agreement with Lakes Maryland, Golden, and VICI PropCo, pursuant to which we agreed to acquire the operations of Rocky Gap for approximately $56.1 million subject to the conditions and terms set forth therein. Pursuant to a real estate purchase agreement, dated August 24, 2022, by and between Evitts and VICI PropCo Buyer, VICI PropCo Buyer agreed to acquire the real estate assets relating to Rocky Gap for approximately $203.9 million, subject to the conditions and terms set forth therein. In connection with the closing of this transaction, one of our subsidiaries and a subsidiary of VICI PropCo will enter into an amendment to the Master Lease to (i) add Rocky Gap to the Master Lease, (ii) provide for an initial annual rent for Rocky Gap of approximately $15.5 million, and (iii) extend the initial Master Lease term for 15 years from the date of the amendment (subject to the existing four five-year renewal options). On April 27, 2023, we were approved for a gaming license by the Maryland State Lottery & Gaming Control Agency. Additional regulatory approvals are required prior to the Rocky Gap Acquisition closing, which is expected to occur in the summer of 2023.




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Recent Developments Related to Century Casino Caruthersville

On October 26, 2022, the MGC approved the relocation of the casino at Century Casino Caruthersville from the riverboat and the barge to a land-based pavilion until the new land-based casino and hotel discussed below are completed. On October 13, 2022, the riverboat, which had operated since 1994, had to be closed as it was no longer accessible from the barge because of record low water levels in the Mississippi River. Prior to its closure, the riverboat casino had 519 slot machines and seven table games. From October 2022 to December 2022, Caruthersville operated the casino from the barge with 299 slot machines and four table games. The move to the pavilion, which has 424 slot machines and six table games, was completed in late December 2022. The pavilion building will not be affected by water levels and is protected by a flood wall. The pavilion provides for easier access to the casino for customers, and we anticipate it will bring operating efficiencies and cost savings. We have not experienced a negative impact on results following the move to the pavilion and have had a positive reaction from customers. The riverboat and barge were removed on February 25, 2023.

Caruthersville Land-Based Casino

We are building a new land-based casino with a small hotel. We estimate the project will cost $51.9 million. Construction started in December 2022 with completion expected in the second half of 2024. We plan to finance the cost of this project with financing provided by VICI PropCo. To finance the Caruthersville project, we entered into an amendment to the Master Lease with VICI PropCo. Following completion, VICI PropCo will own the real estate improvements associated with the Caruthersville project. As of March 31, 2023, we have received $10.9 million from VICI PropCo and have spent $5.4 million of those funds on this project.

Caruthersville Hotel

In July 2021, we announced that we had purchased land and a small two-story hotel near Century Casino Caruthersville with plans to refurbish the existing hotel's 36 rooms. The completely renovated hotel called The Farmstead opened on October 30, 2022 with a grand opening held in December 2022. The total cost of the project was $3.6 million.

Cape Girardeau Hotel

We are building a hotel at our Cape Girardeau location. The hotel is planned as a six-story building with 68,000 square feet that will be adjacent to and connected with the existing casino building. Construction on this project began in September 2022 and is expected to be completed in the first half of 2024. We estimate the project will cost $30.5 million, and we plan to finance this cost with cash on hand. As of March 31, 2023, we have spent $7.1 million on this project.

Additional Gaming Projects

We currently are exploring additional potential gaming projects and acquisition opportunities. Along with the capital needs of potential projects, there are various other risks which, if they materialize, could affect our ability to complete a proposed project or acquisition or could eliminate its feasibility altogether.

Presentation of Foreign Currency Amounts

The average exchange rates to the US dollar used to translate balances during each reported period are as follows:



                          For the three months
                            ended March 31,
Average Rates             2023              2022   % Change
Canadian dollar (CAD)      1.3523          1.2669    (6.7%)
Euros (EUR)                0.9324          0.8909    (4.7%)

Polish zloty (PLN) 4.3913 4.1182 (6.6%) Source: Xe Currency Converter

We recognize in our condensed consolidated statements of (loss) 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 US 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 US dollar would decrease the earnings from our foreign operations when translated into US dollars. An increase in the value of these currencies in relation to the value of the US dollar would increase the earnings from our foreign operations when translated into US dollars.



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DISCUSSION OF RESULTS

Century Casinos, Inc. and Subsidiaries



                                         For the three months
                                            ended March 31,                        %
Amounts in thousands                       2023          2022        Change     Change
Gaming Revenue                        $     94,297   $   89,876   $    4,421        4.9%
Pari-mutuel, Sports Betting and
iGaming Revenue                              3,385        3,430         (45)      (1.3%)
Hotel Revenue                                2,522        2,074          448       21.6%
Food and Beverage Revenue                    5,767        5,038          729       14.5%
Other Revenue                                2,537        2,685        (148)      (5.5%)
Net Operating Revenue                      108,508      103,103        5,405        5.2%
Gaming Expenses                           (48,062)     (44,749)        3,313        7.4%
Pari-mutuel, Sports Betting and
iGaming Expenses                           (3,712)      (3,768)         (56)      (1.5%)
Hotel Expenses                               (797)        (642)          155       24.1%
Food and Beverage Expenses                 (5,645)      (4,979)          666       13.4%

General and Administrative Expenses (26,702) (26,971) (269) (1.0%) Depreciation and Amortization

              (6,855)      (6,795)           60        0.9%
Gain on Sale of Casino Operations              574            -          574      100.0%
Loss on Sale of Assets                           -      (2,154)      (2,154)    (100.0%)

Total Operating Costs and Expenses (91,199) (90,058) 1,141 1.3% Earnings from Equity Investment

              1,091            -        1,091      100.0%
Earnings from Operations                    18,400       13,045        5,355       41.1%

Income Tax Expense                         (1,623)      (1,435)          188       13.1%
Non-Controlling Interest                   (4,274)      (2,491)        1,783       71.6%

Net (Loss) Earnings Attributable to Century Casinos, Inc. Shareholders (1,243) 218 (1,461) (670.2%) Adjusted EBITDA (1)

$     26,054   $   23,824   $    2,230        9.4%

(Loss) Earnings Per Share Attributable to Century Casinos, Inc. Shareholders Basic

$     (0.04)   $     0.01   $   (0.05)    (500.0%)
Diluted                               $     (0.04)   $     0.01   $   (0.05)    (500.0%)


(1)For a discussion of Adjusted EBITDA and reconciliation of Adjusted EBITDA to net (loss) earnings attributable to Century Casinos, Inc. shareholders, see "Non-US GAAP Measures - Adjusted EBITDA" below.

Items impacting comparability of the results include the following:

Calgary - In February 2022, we sold the land and building that we owned in Calgary for CAD 8.0 million ($6.3 million based on the exchange rate on February 10, 2022). We recorded a loss on the sale of the land and building of CAD 2.7 million ($2.2 million based on the average exchange rate for the month ended February 28, 2022). In March 2023, we received an earn out payment of CAD 0.8 million ($0.6 million based on the exchange rate on March 31, 2023) related to our 2020 sale of the Calgary casino operations.

COVID-19 (Canada) - Through early February 2022 we required customers to provide proof of vaccination, a negative rapid test result or an original medical exemption letter for entry to comply with a government mandate. In accordance with a government mandate, all customers and employees were required to wear masks while indoors through early March 2022.

Inflation - We have seen operating expenses, such as utilities, maintenance costs and food and beverage costs, increase at our properties but the increases have not been material to date.

Staffing - We have experienced difficulties attracting and retaining staff at some locations in the US and Canada. As a result, we have had to adjust hours of some food and beverage outlets, the number of table games open and the number of rooms available at some of our hotels. We have been able to make adjustments during non-peak times and have not seen a material impact to our operating results.

Pari-Mutuel

Pari-mutuel revenue includes live racing, export, advanced deposit wagering and off-track betting. Pari-mutuel expense relates to the revenue above and the operation of our racetracks.




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Results of Operations

Net operating revenue increased by $5.4 million, or 5.2%, for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Following is a breakout of net operating revenue by segment for the three months ended March 31, 2023 compared to the three months ended March 31, 2022:



?United States increased by $1.1 million, or 1.7%.
?Canada increased by $0.5 million, or 3.2%.
?Poland increased by $3.8 million, or 17.2%.
?Corporate and Other remained constant.

Operating costs and expenses increased by $1.1 million, or 1.3%, for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Following is a breakout of operating costs and expenses by segment for the three months ended March 31, 2023 compared to the three months ended March 31, 2022:



?United States increased by $2.4 million, or 4.8%.
?Canada decreased by ($2.9) million, or (18.8%).
?Poland increased by $3.1 million, or 15.5%.
?Corporate and Other decreased by ($1.4) million, or (27.8%).

Earnings from operations increased by $5.4 million, or 41.1%, for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Following is a breakout of earnings from operations by segment for the three months ended March 31, 2023 compared to the three months ended March 31, 2022:



?United States decreased by ($1.3) million, or (8.1%).
?Canada increased by $3.4 million, or 566.8%.
?Poland increased by $0.7 million, or 34.8%.
?Corporate and Other increased by $2.5 million, or 50.1%.

Net earnings attributable to Century Casinos, Inc. shareholders decreased by ($1.5) million, or (670.2%), for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Items deducted from or added to earnings from operations to arrive at net earnings attributable to Century Casinos, Inc. shareholders include interest income, interest expense, gains (losses) on foreign currency transactions and other, income tax expense (benefit) and non-controlling interest. Net earnings attributable to Century Casinos, Inc. shareholders decreased for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 primarily because interest expense increased by $6.8 million as a result of an additional $176.9 million in principal debt as of March 31, 2023 under the Goldman Credit Agreement compared to the principal debt as of March 31, 2022 under the Macquarie Credit Agreement. This included approximately $2.6 million of additional interest expense from interest on the $100.0 million in escrow to fund the OpCo Acquisition without the benefit of net income from the Nugget Casino.

For a discussion of the factors that impacted each reportable segment, please see "Reportable Segments" below.

Non-US GAAP Measures - Adjusted EBITDA

We define Adjusted EBITDA as net earnings (loss) attributable to Century Casinos, Inc. shareholders 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, loss (gain) on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions, cost recovery income and other, gain on business combination and certain other one-time transactions. Expense related to the Master Lease is included in the interest expense (income), net line item. 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) attributable to Century Casinos, Inc. shareholders 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 our chief operating decision makers. 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 generally accepted accounting principles ("US GAAP"). Adjusted EBITDA is not considered a measure of performance recognized under US GAAP.



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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 reportable 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.

The reconciliation of Adjusted EBITDA to net earnings (loss) attributable to Century Casinos, Inc. shareholders is presented below.



                                       For the three months ended March 31, 2023
                                 United                              Corporate
Amounts in thousands             States      Canada      Poland      and Other      Total
Net earnings (loss)
attributable to Century
Casinos, Inc. shareholders     $   5,375   $   1,867   $   1,574   $  (10,059)   $ (1,243)
Interest expense (income),
net (1)                            7,119         523        (95)         9,957      17,504
Income taxes (benefit)             1,776       1,634         632       (2,419)       1,623
Depreciation and
amortization                       5,032       1,127         635            61       6,855
Net earnings attributable to
non-controlling interests              -       3,488         786             -       4,274
Non-cash stock-based
compensation                           -           -           -           736         736
(Gain) loss on foreign
currency transactions, cost
recovery income and other
(2)                                    -     (4,085)       (254)             7     (4,332)
Loss on disposition of fixed
assets                               470           3           1             5         479
Acquisition costs                      -           -           -           158         158
Adjusted EBITDA                $  19,772   $   4,557   $   3,279   $   (1,554)   $  26,054

(1)Expense of $7.1 million related to the Master Lease is included in interest expense (income), net in the United States segment. Expense of $0.5 million related to the CDR land lease is included in interest expense (income), net in the Canada segment. Cash payments related to the Master Lease and CDR land lease were $6.9 million and $0.5 million, respectively, for the period presented. (2)Includes $0.6 million related to the earn out payment from the sale of casino operations in Calgary in 2020 and cost recovery income for CDR.



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                                       For the three months ended March 31, 2022
                                 United                              Corporate
Amounts in thousands             States      Canada      Poland      and Other      Total
Net earnings (loss)
attributable to Century
Casinos, Inc. shareholders     $   8,521   $   (703)   $     931   $   (8,531)   $     218
Interest expense (income),
net (1)                            7,007         567        (13)         3,233      10,794
Income taxes                           -         622         558           255       1,435
Depreciation and
amortization                       4,768       1,225         681           121       6,795
Net earnings attributable to
non-controlling interests              -       2,025         466             -       2,491
Non-cash stock-based
compensation                           -           -           -           673         673
Loss (gain) on foreign
currency transactions and
cost recovery income (2)               -         243          18          (12)         249
Loss on disposition of fixed
assets                                19          15           3             -          37
Acquisition costs                      -           -           -         1,132       1,132
Adjusted EBITDA                $  20,315   $   3,994   $   2,644   $   (3,129)   $  23,824

(1)Expense of $7.0 million related to the Master Lease is included in interest expense (income), net in the United States segment. Expense of $0.6 million related to the CDR land lease is included in interest expense (income), net in the Canada segment. Cash payments related to the Master Lease and CDR land lease were $4.3 million and $0.4 million, respectively, for the period presented. (2)Loss of $2.2 million related to the sale of the land and building in Calgary in February 2022 is included in the Canada segment.

Non-US GAAP Measures - Net Debt

We define Net Debt 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.



Amounts in thousands                              March 31, 2023    March 31, 2022

Total long-term debt, including current portion $ 349,005 $ 180,995 Deferred financing costs

                                   16,170             7,304
Total principal                                  $        365,175  $        188,299
Less: Cash and cash equivalents                  $        102,707  $        117,217
Net Debt                                         $        262,468  $         71,082



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Reportable Segments



The following discussion provides further detail of consolidated results by
reportable segment.

United States
                                         For the three months
                                            ended March 31,                        %
Amounts in thousands                       2023          2022        Change     Change
Gaming Revenue                        $     58,393   $   58,245   $      148        0.3%
Pari-mutuel, Sports Betting and
iGaming Revenue                              1,282          963          319       33.1%
Hotel Revenue                                2,403        1,990          413       20.8%
Food and Beverage Revenue                    3,110        2,934          176        6.0%
Other Revenue                                1,181        1,116           65        5.8%
Net Operating Revenue                       66,369       65,248        1,121        1.7%
Gaming Expenses                           (29,662)     (29,055)          607        2.1%
Pari-mutuel, Sports Betting and
iGaming Expenses                             (631)        (467)          164       35.1%
Hotel Expenses                               (733)        (596)          137       23.0%
Food and Beverage Expenses                 (2,542)      (2,486)           56        2.3%

General and Administrative Expenses (13,499) (12,348) 1,151 9.3% Depreciation and Amortization

              (5,032)      (4,768)          264        5.5%

Total Operating Costs and Expenses (52,099) (49,720) 2,379 4.8% Earnings from Operations

                    14,270       15,528      (1,258)      (8.1%)

Income Tax Expense                         (1,776)            -        1,776      100.0%
Net Earnings Attributable to
Century Casinos, Inc. Shareholders           5,375        8,521      (3,146)     (36.9%)
Adjusted EBITDA                       $     19,772   $   20,315   $    (543)      (2.7%)


Sports wagering in Colorado became legal in May 2020. We have partnered with sports betting operators that will conduct sports wagering under each of the three Colorado master licenses for sports wagering held by our Colorado subsidiaries. One of these mobile sports betting apps launched in July 2020, a second launched in August 2021, and the third sports betting app launched in September 2022. Each agreement with the sports betting operators provides for a share of net gaming revenue and a minimum revenue guarantee each year.

We operate an internet and mobile interactive gaming application in West Virginia with two iGaming partners. The agreements provide for a share of net iGaming revenue.

There are two potential competing casinos that may open in the Central City, Colorado market in 2024. An increase in competitors could have a negative impact on our results of operations in Central City.



The table below provides results by operating segment within the United States
reportable segment.

                                       For the three months
                                         ended March 31,                     %
Amounts in millions                    2023                2022    Change  Change
Net Operating Revenue
Colorado                          $      10.6            $ 10.3  $    0.3    3.1%
West Virginia                            26.7              26.3       0.4    1.4%
Missouri                                 29.1              28.7       0.4    1.5%
Total United States                      66.4              65.3       1.1    1.7%

Operating Costs and Expenses (1)
Colorado                          $       7.5            $  7.1  $    0.4    5.6%
West Virginia                            22.7              22.0       0.7    3.2%
Missouri                                 16.8              15.9       0.9    5.7%
Total United States                      47.0              45.0       2.0    4.4%

(1)Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization.




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Three Months Ended March 31, 2023 and 2022

The following discussion highlights results for the three months ended March 31, 2023 compared to the three months ended March 31, 2022.

Colorado - Net operating revenue increased due to revenue from the third sports betting app that launched in September 2022. Operating expenses increased due to increased payroll costs, maintenance costs, supply costs and gaming-related expenses.

West Virginia - Net operating revenue increased from increased hotel revenue due to increased hotel occupancy and room rates. Operating expenses increased due to increased gaming-related expenses and insurance costs.

Missouri - Net operating revenue increased due to increased gaming revenue at Cape Girardeau and hotel revenue from The Farmstead, which opened in October 2022. We moved our Caruthersville casino from the riverboat and barge to a temporary land-based location in December 2022 due to record low water levels in the Mississippi River. The temporary casino location holds fewer machines than the riverboat; however, gaming revenue remained constant quarter over quarter. Operating expenses increased due to increased payroll and marketing costs and expenses related to disposing of assets after terminating operations from the riverboat and barge.

A reconciliation of net earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the "Non-US GAAP Measures - Adjusted EBITDA" discussion above.

Canada
                                         For the three months
                                            ended March 31,                        %
Amounts in thousands                       2023          2022        Change     Change
Gaming Revenue                        $     10,598   $    9,976   $      622        6.2%
Pari-mutuel, Sports Betting and
iGaming Revenue                              2,103        2,467        (364)     (14.8%)
Hotel Revenue                                  119           84           35       41.7%
Food and Beverage Revenue                    2,426        1,914          512       26.8%
Other Revenue                                1,257        1,558        (301)     (19.3%)
Net Operating Revenue                       16,503       15,999          504        3.2%
Gaming Expenses                            (2,257)      (2,217)           40        1.8%
Pari-mutuel, Sports Betting and
iGaming Expenses                           (3,081)      (3,301)        (220)      (6.7%)
Hotel Expenses                                (64)         (46)           18       39.1%
Food and Beverage Expenses                 (2,182)      (1,767)          415       23.5%

General and Administrative Expenses (4,365) (4,689) (324) (6.9%) Depreciation and Amortization

              (1,127)      (1,225)         (98)      (8.0%)
Gain on Sale of Casino Operations              574            -          574      100.0%
Loss on Sale of Assets                           -      (2,154)      (2,154)    (100.0%)

Total Operating Costs and Expenses (12,502) (15,399) (2,897) (18.8%) Earnings from Operations

                     4,001          600        3,401      566.8%

Income Tax Expense                         (1,634)        (622)        1,012      162.7%
Non-Controlling Interest                   (3,488)      (2,025)        1,463       72.2%
Net Earnings (Loss) Attributable to
Century Casinos, Inc. Shareholders           1,867        (703)        2,570      365.6%
Adjusted EBITDA                       $      4,557   $    3,994   $      563       14.1%


In February 2022, we sold the land and building we owned in Calgary, transferred the lease agreement for the casino premises to the buyer and ceased operating Century Sports, which impacts comparability of the Calgary operating segment in 2022. In March 2023, we received an earn out payment of CAD 0.8 million ($0.6 million based on the exchange rate on March 31, 2023) related to the 2020 sale of our Calgary casino operations.

The AGLC approved the relocation of a competing casino to a new site approximately eight miles south of Century Downs that opened in late November 2022. Competition from this casino has had a negative impact on financial results at this location. In addition, in January 2022, the AGLC removed the moratorium on gaming facilities. While we do not expect new gaming facilities in the markets in which we operate, an increase in competitors could have a negative impact on our results of operations in Alberta.

On February 28, 2023, the AGLC approved a temporary increase from 15% of slot machine net sales retained by casinos to 17% effective from April 1, 2023 through March 31, 2025. The increase in the slot machine net sales retention percentage is expected to have a positive impact on net operating revenue and results of operations at our Canadian properties.



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Results in US dollars were impacted by a (6.7%) decrease in the average exchange rate between the US dollar and Canadian dollar for the three months ended March 31, 2023 compared to the three months ended March 31, 2022.



The tables below provide results by operating segment within the Canada
reportable segment.

                                       For the three months
                                         ended March 31,                      %
Amounts in CAD, in millions            2023                2022    Change  Change
Net Operating Revenue
Edmonton                          $      16.2            $ 13.6  $    2.6    18.8%
Calgary                                   6.2               6.7     (0.5)   (7.5%)
Total Canada                             22.4              20.3       2.1    10.2%

Operating Costs and Expenses (1)
Edmonton                          $      12.4            $ 11.2  $    1.2    10.7%
Calgary                                   3.0               4.0     (1.0)  (25.0%)
Total Canada                             15.4              15.2       0.2     1.3%


                                       For the three months
                                         ended March 31,                      %
Amounts in USD, in millions            2023                2022    Change  Change
Net Operating Revenue
Edmonton                          $      11.9            $ 10.7  $    1.2    11.3%
Calgary                                   4.6               5.3     (0.7)  (13.4%)
Total Canada                             16.5              16.0       0.5     3.2%

Operating Costs and Expenses (1)
Edmonton                          $       9.1            $  8.9  $    0.2     2.2%
Calgary                                   2.8               3.2     (0.4)  (12.5%)
Total Canada                             11.9              12.1     (0.2)   (1.7%)

(1)Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization and gain on sale of casino operations and loss on sale of assets.

Three Months Ended March 31, 2023 and 2022

The following discussion highlights results for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Explanations below are provided based on CAD results.

Through early February 2022 we required customers to provide proof of vaccination, a negative rapid test result or an original medical exemption letter for entry to comply with a government mandate. In accordance with a government mandate, all customers and employees were required to wear masks while indoors through early March 2022.

Edmonton - Revenue increased at all of our Edmonton locations for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 due to the COVID-19 restrictions lifting. We continue to see a positive impact in the number of customers coming to our casinos and in operating results. Operating costs and expenses increased due to increased payroll and marketing costs and cost of goods sold.

Calgary - Gaming revenue decreased at Century Downs by (CAD 0.2 million), or (5.3%), ($0.4 million, or 11.3%), due to a competitor opening close to the casino in November 2022. The sale of the land and building ceasing operations at Century Sports contributed to a decrease in net operating revenue of (CAD 0.3 million) ($0.3 million) and decreased operating costs and expenses of (CAD 0.3 million) ($0.2 million) for the three months ended March 31, 2023 compared to the three months ended March 31, 2022.

A reconciliation of net earnings (loss) attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the "Non-US GAAP Measures - Adjusted EBITDA" discussion above.



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Poland
                                         For the three months
                                            ended March 31,                        %
Amounts in thousands                       2023          2022        Change     Change
Gaming Revenue                        $     25,249   $   21,625   $    3,624       16.8%
Food and Beverage Revenue                      231          190           41       21.6%
Other Revenue                                   99            9           90     1000.0%
Net Operating Revenue                       25,579       21,824        3,755       17.2%
Gaming Expenses                           (16,101)     (13,450)        2,651       19.7%
Food and Beverage Expenses                   (921)        (726)          195       26.9%

General and Administrative Expenses (5,279) (5,007) 272 5.4% Depreciation and Amortization

                (635)        (681)         (46)      (6.8%)
Total Operating Costs and Expenses        (22,936)     (19,864)        3,072       15.5%
Earnings from Operations                     2,643        1,960          683       34.8%

Income Tax Expense                           (632)        (558)           74       13.3%
Non-Controlling Interest                     (786)        (466)          320       68.7%
Net Earnings Attributable to
Century Casinos, Inc. Shareholders           1,574          931          643       69.1%
Adjusted EBITDA                       $      3,279   $    2,644   $      635       24.0%


In Poland, casino gaming licenses are granted for a term of six years. These licenses are not renewable. Before a gaming license expires, there is a public notification of the available license and any gaming company can apply for a new license for that city. CPL was awarded a casino gaming license in the Warsaw market which it is currently using at the casino in the Warsaw Marriott. In September 2022, CPL transferred the casino license for the Warsaw Marriott Hotel expiring in July 2024 to the Warsaw Hilton Hotel, and CPL was granted a new license for the Warsaw Marriott Hotel expiring in September 2028. The next license expiration for a CPL casino occurs in October 2023 in Bielsko-Biala and Katowice and November 2023 in Wroclaw.

Results in US dollars were impacted by a (6.6%) decrease in the average exchange rate between the US dollar and Polish zloty for the three months ended March 31, 2023 compared to the three months ended March 31, 2022.

The tables below provide results for the Poland reportable segment.



                                       For the three months
                                          ended March 31,                     %
Amounts in PLN, in millions             2023                2022    Change  Change
Net Operating Revenue
Poland                            $       112.3           $ 90.2  $   22.1   24.6%

Operating Costs and Expenses (1)
Poland                            $        97.9           $ 79.1  $   18.8   23.8%


                                       For the three months
                                         ended March 31,                     %
Amounts in USD, in millions            2023                2022    Change  Change
Net Operating Revenue
Poland                            $      25.6            $ 21.8  $    3.8   17.2%

Operating Costs and Expenses (1)
Poland                            $      22.3            $ 19.2  $    3.1   16.1%


(1)Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization.

Three Months Ended March 31, 2023 and 2022

The following discussion highlights results for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Explanations below are provided based on PLN results.

Net operating revenue increased primarily due to increased gaming revenue. We saw an increase in revenue throughout 2022 and into 2023 as COVID-19 related travel restrictions lessened. Operating costs and expenses increased due to an increase in payroll costs and gaming-related expenses.

A reconciliation of net earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the "Non-US GAAP Measures - Adjusted EBITDA" discussion above.




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Corporate and Other
                                          For the three months
                                            ended March 31,                         %
Amounts in thousands                        2023          2022        Change     Change
Gaming Revenue                        $          57   $       30   $       27       90.0%
Other Revenue                                     -            2          (2)    (100.0%)
Net Operating Revenue                            57           32           25       78.1%
Gaming Expenses                                (42)         (27)           15       55.6%

General and Administrative Expenses (3,559) (4,927) (1,368) (27.8%) Depreciation and Amortization

                  (61)        (121)         (60)     (49.6%)

Total Operating Costs and Expenses (3,662) (5,075) (1,413) (27.8%) Earnings from Equity Investment

               1,091            -        1,091      100.0%
Loss from Operations                        (2,514)      (5,043)        2,529       50.1%

Income Tax Benefit (Expense)                  2,419        (255)      (2,674)   (1048.6%)
Net Loss Attributable to Century
Casinos, Inc. Shareholders                 (10,059)      (8,531)      (1,528)     (17.9%)
Adjusted EBITDA                       $     (1,554)   $  (3,129)   $    1,575       50.3%


The following operations make up the reporting unit Cruise Ships & Other in the Corporate and Other reportable segment:

?As of March 31, 2023, we had a concession agreement with TUI Cruises for one ship-based casino. The agreement ended on April 16, 2023. The table below illustrates the ships operating during the three months ended March 31, 2023 and 2022.



Ship             Operated From Operated To
Mein Schiff Herz April 5, 2022 April 16, 2023
Mein Schiff 6    June 11, 2021 April 18, 2022

Three Months Ended March 31, 2023 and 2022 The following discussion highlights results for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Net operating revenue remained constant due to the operation of one ship-based casino in each of the three months ended March 31, 2023 and 2022, as detailed in the table above.

General and administrative expenses decreased by ($1.4) million, or (27.8%), due primarily to decreased acquisition costs and insurance costs. Earnings from equity investment relates to income from our 50% membership interest in Smooth Bourbon.

A reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the "Non-US GAAP Measures - Adjusted EBITDA" discussion above.

Non-Operating Income (Expense)

Non-operating income (expense) was as follows:



                                   For the three months
                                     ended March 31,                           %
Amounts in thousands                2023          2022        $ Change       Change
Interest Income                 $        145   $        17   $       128       752.9%
Interest Expense                    (17,649)      (10,811)         6,838        63.3%
Gain on Foreign Currency
Transactions, Cost Recovery
Income and Other                       3,758         1,893         1,865        98.5%
Non-Operating (Expense)
Income                          $   (13,746)   $   (8,901)   $     4,845        54.4%


Interest income

Interest income is directly related to interest earned on our cash reserves and the Acquisition Escrow.




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Interest expense

Interest expense is directly related to interest owed on our borrowings under our Goldman Credit Agreement, Macquarie Credit Agreement, our financing obligation with VICI PropCo, our CPL and CRM borrowings, our capital lease agreements and interest expense related to the CDR land lease. Interest expense increased as a result of an additional $176.9 million in principal debt as of March 31, 2023 under the Goldman Credit Agreement compared to the principal debt as of March 31, 2022 under the Macquarie Credit Agreement.

Gain on foreign currency transactions, cost recovery income and other

CDR received cost recovery income of $3.5 million for the three months ended March 31, 2023 related to infrastructure built during the development of the Century Downs REC project. The distribution to CDR's non-controlling shareholders through non-controlling interest is part of a credit agreement between CRM and CDR. Cost recovery income of $1.9 million was received by CDR for the three months ended March 31, 2022.

Taxes

Income tax expense is recorded relative to the jurisdictions that recognize book earnings. During the three months ended March 31, 2023, we recognized income tax expense of $1.6 million on pre-tax income of $4.7 million, representing an effective income tax rate of 34.9%, compared to income tax expense of $1.4 million on pre-tax income of $4.1 million, representing an effective income tax rate of 34.6% for the same period in 2022. For further discussion of our effective income tax rates and an analysis of our effective income tax rate compared to the US federal statutory income tax rate, see Note 8, "Income Taxes," to our condensed consolidated financial statements included in Part I, Item 1 of this report.

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.

Cash Flows - Summary



Our cash flows; cash, cash equivalents and restricted cash; and working capital
consisted of the following:

                                                       For the three months
                                                         ended March 31,
Amounts in thousands                                     2023         2022
Net cash provided by operating activities            $      12,280  $  11,545

Net cash (used in) provided by investing activities (10,791) 1,082 Net cash used in financing activities

                        (337)    (3,412)

Cash, cash equivalents and restricted cash (1) $ 203,104 $ 117,433 Working capital (2)

$     161,237  $  80,157

(1)Cash, cash equivalents and restricted cash as of March 31, 2023 includes $100.2 million related to the Acquisition Escrow. (2)Working capital is defined as current assets minus current liabilities and includes the $100.2 million related to the Acquisition Escrow.

Operating Activities

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.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2023 consisted of $0.9 million for slot machine purchases and $0.2 million in gaming-related purchases in West Virginia, $4.3 million for our hotel project in Cape Girardeau, $3.2 million for our casino project in Caruthersville, $0.2 million for our stand-alone hotel project in Caruthersville, $0.3 million for slot machine purchases and $0.4 million for surveillance equipment at our Missouri properties, $0.1 million for slot machine purchases, $0.2 million in gaming-related purchases and $0.1 million in camera upgrades at our Colorado properties, $3.1 million in slot machine purchases in Poland, $0.4 million related to adding sportsbooks at our Canada properties and $0.3 million in other fixed asset additions at our properties, offset by $0.6 million in proceeds from the earn out related to the sale of casino operations in Calgary in 2020 and $2.3 million in dividends from Smooth Bourbon.



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Net cash provided by investing activities for the three months ended March 31, 2022 consisted of $6.3 million in proceeds from the sale of the land and building in Calgary, offset by $1.5 million for slot machine purchases and $0.2 million in gaming-related purchases in West Virginia, $0.2 million for our hotel project in Cape Girardeau, $0.5 million for our casino project in Caruthersville, $0.6 million for our stand-alone hotel project in Caruthersville, $0.5 million for slot machine purchases at our Missouri properties, and $1.7 million in other fixed asset additions at our properties.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2023 consisted of $4.5 million in proceeds from borrowings net of principal payments, offset by $1.3 million to repurchase shares to satisfy tax withholding related to our performance stock unit awards and $3.5 million in distributions to non-controlling interests in CDR.

Net cash used in financing activities for the three months ended March 31, 2022 consisted of $1.0 million in principal payments on borrowings, $0.4 million to repurchase shares to satisfy tax withholding related to our performance stock unit awards and a $2.0 million distribution to non-controlling interests in CDR.

Borrowings and Repayments of Long-Term Debt and Lease Agreements

As of March 31, 2023, our total debt under bank borrowings and other agreements net of $16.2 million related to deferred financing costs was $349.0 million, of which $343.8 million was long-term debt and $5.2 million was the current portion of long-term debt. The current portion relates to payments due within one year under our Goldman Credit Agreement and the UniCredit Term Loans. On April 1, 2022, we entered into the Goldman Credit Agreement which provides for a $350.0 million term loan and a $30.0 million revolving line of credit. We drew the $350.0 million under the Goldman Term Loan on April 1, 2022 and used the proceeds as well as approximately $29.3 million of cash on hand to fund the Smooth Bourbon Acquisition, repay the $166.2 million outstanding on the Macquarie Credit Agreement, fund $100.0 million of Acquisition Escrow for the Nugget Acquisition and for related fees and expenses. For a description of our debt agreements, see Note 5, "Long-Term Debt" to our condensed consolidated financial statements included in Part I, Item 1 of this report. Net Debt was $262.5 million as of March 31, 2023 compared to $71.1 million as of March 31, 2022. The increase in Net Debt was primarily due to a $176.9 million increase in long-term debt related to the Goldman Credit Agreement. For the definition and reconciliation of Net Debt to the most directly comparable US GAAP measure, see "Non-US GAAP Measures - Net Debt" above.

The following table lists the amount of remaining 2023 maturities of our debt:

Amounts in thousands


    Goldman Credit       UniCredit     Century Downs
    Agreement (1)        Term Loans     ?Land Lease     Total
$                2,625  $      1,359  $             -  $ 3,984

(1)The Term Loan under the Goldman Credit Agreement requires scheduled quarterly payments of $875,000, equal to 0.25% of the original aggregate principal amount of the Term Loan, with the balance due at maturity.

Based on our current interest and Term Loan payment requirements under the Goldman Credit Agreement, we expect our cash payments under the Goldman Credit Agreement due for the remainder of 2023 will be approximately $31.0 million.

The following table lists the amount of remaining 2023 payments due under our operating and finance lease agreements:

Amounts in thousands


   Operating Leases      Finance Leases
$                3,948  $            137


Cash payments due under the Master Lease for the remainder of 2023 are $18.3 million, which includes a CPI increase and excludes the increased rent due to the Rocky Gap acquisition discussed below.

Common Stock Repurchase Program

Since March 2000, we have had a discretionary program to repurchase our outstanding common stock. The total amount remaining under the repurchase program was $14.7 million as of March 31, 2023. We did not repurchase any common stock during the three months ended March 31, 2023. The repurchase program has no set expiration or termination date.




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Potential Sources of Liquidity and Short-Term Liquidity

Historically, our primary source of liquidity and capital resources has been cash flow from operations. As of March 31, 2023, we had $102.7 million in cash and cash equivalents compared to $101.8 million in cash and cash equivalents at December 31, 2022. As of March 31, 2023, we also had $100.2 million of restricted cash in the Acquisition Escrow to fund the purchase price for the OpCo Acquisition. The Acquisition Escrow was used to fund the OpCo Acquisition at the Second Closing on April 3, 2023. When necessary and available, we supplement the cash flows generated by our operations with funds provided by bank borrowings or other debt or equity financing activities. As of March 31, 2023, we had $30.0 million available on our Revolving Facility. In addition, we have generated cash from sales of existing casino operations and proceeds from the issuance of equity securities upon the exercise of stock options.

Impact of COVID-19

The duration and impact of the COVID-19 pandemic remains uncertain. We cannot predict the negative impacts that COVID-19 will have on our consumer demand, workforce, suppliers, contractors and other partners, and, whether future closures will be required. While the severity and duration of such business impacts cannot currently be estimated, the effects of COVID-19, governmental health and safety requirements and any future closures are expected to have a material impact on our business. We will continue to monitor our liquidity and make reductions to marketing and operating expenditures, where possible, if future government mandates or closures are required that would have an adverse impact on us.

Planned Projects, the Nugget Acquisition, the Rocky Gap Acquisition and Sources of Liquidity

Planned capital expenditures for the remainder of 2023 include approximately $27.4 million in gaming equipment and renovations to various properties, including the Nugget, and security system upgrades. We are constructing a new land-based casino with a small hotel adjacent to and connected with the existing pavilion building at Century Casino Caruthersville. Construction began in December 2022 with completion expected in late 2024. We estimate this project will cost $51.9 million. The project is being financed with financing provided by VICI PropCo. As of March 31, 2023, we have received $10.9 million from VICI PropCo and have spent approximately $5.4 million of those funds on this project. We estimate that we will spend approximately $34.6 million on this project in the remainder of 2023, which will be financed by VICI PropCo. We are also building a hotel at our Cape Girardeau location. Construction began in September 2022 and is expected to be completed in the first half of 2024. We estimate this project will cost approximately $30.5 million. We plan to fund the project with cash on hand. As of March 31, 2023, we have spent approximately $7.1 million on this project. We estimate that we will spend approximately $22.5 million on this project in the remainder of 2023.

In February 2022, we entered into a definitive agreement to purchase (i) 50% of the membership interests in Smooth Bourbon, and (ii) 100% of the membership interests of Nugget. Nugget owns and operates the Nugget Casino Resort in Sparks, Nevada, and Smooth Bourbon owns the real property on which the casino is located. At the First Closing, on April 1, 2022, we purchased 50% of the membership interests in Smooth Bourbon for approximately $95.0 million and Smooth Bourbon entered into a lease with Nugget for an annual rent of $15.0 million. We used approximately $29.3 million of cash on hand and borrowings under the Goldman Credit Agreement in connection with the First Closing. On April 3, 2023, we purchased 100% of the membership interests in Nugget for approximately $100.0 million (subject to certain adjustments) using the funds in Acquisition Escrow. We also have a five-year option to acquire the remaining 50% of the membership interests in Smooth Bourbon for $105.0 million plus 2% per annum.

On August 24, 2022, we entered into a definitive agreement with Lakes Maryland, Golden, and VICI PropCo, pursuant to which we agreed to acquire the operations of Rocky Gap for approximately $56.1 million subject to the conditions and terms set forth therein. Pursuant to a real estate purchase agreement, dated August 24, 2022, by and between Evitts and an affiliate of VICI PropCo, VICI PropCo agreed to acquire the real estate assets relating to Rocky Gap for approximately $203.9 million, subject to the conditions and terms set forth therein. In connection with the closing of this transaction, one of our subsidiaries and a subsidiary of VICI PropCo will enter into an amendment the Master Lease to (i) add Rocky Gap to the Master Lease, (ii) provide for an initial annual rent for Rocky Gap of approximately $15.5 million, and (iii) extend the initial Master Lease term for 15 years from the date of the amendment (subject to the existing four five-year renewal options). We plan to fund the acquisition with cash on hand.

We may be required to raise additional capital to address our liquidity and capital needs. We have a shelf registration statement with the SEC that became effective in July 2020 under which we may issue, from time to time, up to $100 million of common stock, preferred stock, debt securities and other securities. We intend to renew the shelf registration statement in 2023.



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If necessary, we may seek to obtain further term loans, mortgages or lines of credit with commercial banks or other debt or equity financings to supplement our working capital and investing requirements. Our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings. A financing transaction may not be available on terms acceptable to us, or at all, and a financing transaction may be dilutive to our current stockholders. The failure to raise the funds necessary to fund our debt service and rent obligations and finance our operations and other capital requirements could have a material and adverse effect on our business, financial condition and liquidity.

In addition, we expect our US domestic cash resources will be sufficient to fund our US 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 US than is generated by our US operations for operations, capital expenditures or significant discretionary activities such as acquisitions of businesses and share repurchases. If so, we could elect to repatriate earnings from foreign jurisdictions in the form of a cash dividend, which would generally be exempt from taxation with the exception of the adverse impact of withholding taxes. We also could elect to raise capital in the US through debt or equity issuances. We estimate that approximately $39.3 million of our total $102.7 million in cash and cash equivalents at March 31, 2023 is held by our foreign subsidiaries and is not available to fund US operations unless repatriated.

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