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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