UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
þ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period
ended March 31, 2009
OR
¨ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ____________ to ___________
Commission
file
number 0-22290
CENTURY CASINOS,
INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
84-1271317
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
2860 South Circle Drive,
Suite 350, Colorado Springs, Colorado 80906
(Address
of principal executive offices)
(Zip
Code)
(719)
527-8300
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer ¨
|
Accelerated
filer þ
|
Non-accelerated
filer ¨
|
Smaller
reporting company ¨
|
|||
|
(Do
not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No þ
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practical date:
23,884,067
shares of common stock, $0.01 par value per share, were outstanding as of April
30, 2009.
-1-
CENTURY
CASINOS, INC.
FORM
10-Q INDEX
|
Page
|
|||
|
PART
I
|
FINANCIAL
INFORMATION
|
Number
|
|
|
Item
1.
|
Condensed
Consolidated Financial Statements (unaudited)
|
||
|
Condensed
Consolidated Balance Sheets as of March
31, 2009 and December 31, 2008
|
3
|
||
|
Condensed
Consolidated Statements of Operations for the Three
Months Ended March 31, 2009 and 2008
|
4
|
||
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Condensed
Consolidated Statements of Comprehensive Loss for the Three Months Ended
March 31, 2009 and 2008
|
6
|
||
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Condensed
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2009 and 2008
|
7
|
||
|
Notes
to Condensed Consolidated Financial Statements (unaudited)
|
9
|
||
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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16
|
|
|
Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
|
27
|
|
|
Item
4.
|
Controls
and Procedures
|
27
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|
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PART
II
|
OTHER
INFORMATION
|
||
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Item
6.
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Exhibits
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28
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|
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SIGNATURES
|
29
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-2-
Item
1. Condensed Consolidated Financial Statements
(unaudited)
CENTURY
CASINOS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS (Unaudited)
|
Amounts
in thousands, except for share information
|
March 31, 2009
|
December 31, 2008
|
||||||
|
ASSETS
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 7,417 | $ | 7,835 | ||||
|
Receivables,
net
|
1,229 | 426 | ||||||
|
Prepaid
expenses
|
482 | 388 | ||||||
|
Inventories
|
217 | 170 | ||||||
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Other
current assets
|
592 | 583 | ||||||
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Deferred
income taxes – foreign
|
295 | 305 | ||||||
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Assets
held for sale
|
33,249 | 35,983 | ||||||
|
Total
current assets
|
43,481 | 45,690 | ||||||
|
Property
and Equipment, net
|
86,457 | 88,558 | ||||||
|
Goodwill
|
3,901 | 4,014 | ||||||
|
Equity
Investment
|
8,893 | 10,539 | ||||||
|
Other
Assets
|
1,102 | 1,205 | ||||||
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Total
assets
|
$ | 143,834 | $ | 150,006 | ||||
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Current
portion of long-term debt
|
$ | 6,774 | $ | 8,862 | ||||
|
Accounts
payable and accrued liabilities
|
5,226 | 5,724 | ||||||
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Accrued
payroll
|
1,539 | 1,595 | ||||||
|
Taxes
payable
|
1,666 | 1,340 | ||||||
|
Liabilities
related to assets held for sale
|
9,740 | 10,770 | ||||||
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Total
current liabilities
|
24,945 | 28,291 | ||||||
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Long-Term
Debt, less current portion
|
26,949 | 28,501 | ||||||
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Deferred
Income Taxes – Foreign
|
631 | 427 | ||||||
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Other
Long-Term Accrued Liabilities
|
303 | 303 | ||||||
|
Total
liabilities
|
52,828 | 57,522 | ||||||
|
Commitments
and Contingencies
|
||||||||
|
Shareholders’
Equity:
|
||||||||
|
Minority
Interest
|
4,740 | 4,711 | ||||||
|
Preferred
stock; $.01 par value; 20,000,000 shares authorized;
|
||||||||
|
no
shares issued or outstanding
|
- | - | ||||||
|
Common stock; $.01 par value;
50,000,000 shares authorized;
|
||||||||
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23,895,443
shares issued; 23,884,067 shares outstanding
|
239 | 239 | ||||||
|
Additional paid-in
capital
|
73,709 | 73,360 | ||||||
|
Accumulated other
comprehensive losses
|
(7,348 | ) | (5,147 | ) | ||||
|
Retained
earnings
|
19,692 | 19,347 | ||||||
| 91,032 | 92,510 | |||||||
|
Treasury
stock – 11,376 shares at cost
|
(26 | ) | (26 | ) | ||||
|
Total
shareholders’ equity
|
91,006 | 92,484 | ||||||
|
Total
Liabilities and Shareholder’s Equity
|
$ | 143,834 | $ | 150,006 | ||||
See notes to condensed consolidated
financial statements.
-3-
CENTURY
CASINOS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
|
For
the three months
ended
March 31,
|
||||||||
|
Amounts
in thousands, except for share information
|
2009
|
2008
|
||||||
|
Operating
revenue:
|
||||||||
|
Gaming
|
$ | 11,472 | $ | 12,974 | ||||
|
Hotel,
food and beverage
|
1,899 | 2,084 | ||||||
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Other
|
409 | 453 | ||||||
|
Gross
revenues
|
13,780 | 15,511 | ||||||
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Less
promotional allowances
|
1,781 | 1,981 | ||||||
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Net
operating revenue
|
11,999 | 13,530 | ||||||
|
Operating
costs and expenses:
|
||||||||
|
Gaming
|
4,469 | 5,392 | ||||||
|
Hotel,
food and beverage
|
1,540 | 1,728 | ||||||
|
General
and administrative
|
4,331 | 5,267 | ||||||
|
Depreciation
|
1,572 | 1,669 | ||||||
|
Total
operating costs and expenses
|
11,912 | 14,056 | ||||||
|
Earnings
from equity investment
|
89 | 460 | ||||||
|
Operating
earnings (loss) from continuing operations
|
176 | (66 | ) | |||||
|
Non-operating
income (expense):
|
||||||||
|
Interest
income
|
9 | 12 | ||||||
|
Interest
expense
|
(900 | ) | (1,233 | ) | ||||
|
(Losses)
gains on foreign currency transactions
|
(525 | ) | 119 | |||||
|
Non-operating
(expense), net
|
(1,416 | ) | (1,102 | ) | ||||
|
Loss
from continuing operations before income taxes and minority
interest
|
(1,240 | ) | (1,168 | ) | ||||
|
Income
tax provision (benefit)
|
219 | (645 | ) | |||||
|
Loss
from continuing operations before minority interest
|
(1,459 | ) | (523 | ) | ||||
|
Minority
interest in subsidiary earnings
|
(14 | ) | (45 | ) | ||||
|
Loss
from continuing operations
|
$ | (1,473 | ) | $ | (568 | ) | ||
|
Discontinued
operations:
|
||||||||
|
Earnings from discontinued
operations
|
1,204 | 1,382 | ||||||
|
Gain on disposition of Century
Casino Millennium
|
877 | - | ||||||
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Provision for income
taxes
|
263 | 273 | ||||||
|
Earnings
from discontinued operations
|
1,818 | 1,109 | ||||||
|
Net
earnings
|
$ | 345 | $ | 541 | ||||
See notes
to condensed consolidated financial statements.
-Continued
on following page-
-4-
CENTURY
CASINOS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - CONTINUED
|
For
the three months
ended
March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Basic
earnings per share:
|
||||||||
|
Loss
from continuing operations
|
$ | (0.07 | ) | $ | (0.02 | ) | ||
|
Earnings
from discontinued operations
|
0.08 | 0.04 | ||||||
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Net
earnings
|
$ | 0.01 | $ | 0.02 | ||||
|
Diluted
earnings per share:
|
||||||||
|
Loss
from continuing operations
|
$ | (0.07 | ) | $ | (0.02 | ) | ||
|
Earnings
from discontinued operations
|
0.08 | 0.04 | ||||||
|
Net
earnings
|
$ | 0.01 | $ | 0.02 | ||||
See notes
to condensed consolidated financial statements.
-5-
CENTURY
CASINOS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
|
For
the three months
ended March 31,
|
||||||||
|
Amounts
in thousands
|
2009
|
2008
|
||||||
|
Net
earnings
|
$ | 345 | $ | 541 | ||||
|
Foreign
currency translation adjustments
|
(2,201 | ) | (3,683 | ) | ||||
|
Comprehensive
loss
|
$ | (1,856 | ) | $ | (3,142 | ) | ||
See notes
to condensed consolidated financial statements.
-6-
CENTURY
CASINOS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
|
For
the three months
ended March 31,
|
||||||||
|
Amounts
in thousands
|
2009
|
2008
|
||||||
|
Cash
Flows from Operating Activities:
|
||||||||
|
Net
earnings
|
$ | 345 | $ | 541 | ||||
|
Adjustments
to reconcile net earnings to net cash provided by operating
activities:
|
||||||||
|
Depreciation
|
1,572 | 2,265 | ||||||
|
Gain
on disposition of Century Casino Millennium
|
(877 | ) | - | |||||
|
Gain
on disposition of fixed assets
|
(25 | ) | - | |||||
|
Amortization
of share-based compensation
|
349 | 348 | ||||||
|
Amortization
of deferred financing costs
|
147 | 137 | ||||||
|
Deferred
tax expense
|
268 | (824 | ) | |||||
|
Minority
interest in subsidiary earnings (losses)
|
98 | 111 | ||||||
|
Earnings
from unconsolidated subsidiary
|
(89 | ) | (460 | ) | ||||
|
Other
|
- | (3 | ) | |||||
|
Excess
tax benefits from stock-based payment arrangements
|
- | (24 | ) | |||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Receivables
|
7 | (49 | ) | |||||
|
Prepaid
expenses and other assets
|
(170 | ) | 18 | |||||
|
Accounts
payable and accrued liabilities
|
(511 | ) | 354 | |||||
|
Accrued
payroll
|
(3 | ) | (62 | ) | ||||
|
Taxes
payable
|
521 | 179 | ||||||
|
Net
cash provided by operating activities
|
1,632 | 2,531 | ||||||
|
Cash
Flows from Investing Activities:
|
||||||||
|
Purchases
of property and equipment
|
(237 | ) | (1,160 | ) | ||||
|
Proceeds
from disposition of Century Casino Millennium
|
1,391 | - | ||||||
|
Proceeds
from disposition of assets
|
176 | 158 | ||||||
|
Other
|
(12 | ) | - | |||||
|
Net
cash provided by (used in) investing activities
|
1,318 | (1,002 | ) | |||||
(continued)
-7-
CENTURY
CASINOS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - CONTINUED
|
For
the three months
ended March 31,
|
||||||||
|
Amounts
in thousands
|
2009
|
2008
|
||||||
|
Cash
Flows from Financing Activities:
|
||||||||
|
Proceeds
from borrowings
|
$ | 72 | $ | 4,125 | ||||
|
Principal
repayments
|
(3,718 | ) | (10,149 | ) | ||||
|
Excess
tax benefits from stock-based payment arrangements
|
- | 24 | ||||||
|
Deferred
financing charges
|
(2 | ) | (7 | ) | ||||
|
Proceeds
from exercise of options
|
- | 607 | ||||||
|
Net
cash used in financing activities
|
(3,648 | ) | (5,400 | ) | ||||
|
Effect
of Exchange Rate Changes on Cash
|
(123 | ) | (850 | ) | ||||
|
Decrease
in Cash and Cash Equivalents
|
(821 | ) | (4,721 | ) | ||||
|
Decrease
in Cash and Cash Equivalents related to Discontinued
Operations
|
403 | 2,714 | ||||||
|
Cash
and Cash Equivalents at Beginning of Period
|
7,835 | 11,742 | ||||||
|
Cash
and Cash Equivalents at End of Period
|
$ | 7,417 | $ | 9,735 | ||||
Supplemental
Disclosure of Cash Flow Information:
|
Amounts
in Thousands
|
For
the three months
ended March 31,
|
|||||||
|
2009
|
2008
|
|||||||
|
Interest
paid
|
$ | 965 | $ | 1,212 | ||||
|
Income
taxes paid
|
$ | 5 | $ | 4 | ||||
Supplemental
Disclosure of Non-Cash Financing Activities:
Please
refer to Note 3 to the Company’s condensed consolidated financial statements for
details of the Company’s recent dispositions.
See notes
to condensed consolidated financial statements.
-8-
CENTURY
CASINOS, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. DESCRIPTION
OF BUSINESS AND BASIS OF PRESENTATION
Century
Casinos, Inc. (“CCI” or the “Company”) is an international casino entertainment
company. As of March 31, 2009, the Company owned and/or managed casino
operations in North America, South Africa and international waters
through various entities that are wholly owned or in which the Company has a
majority ownership position. The Company also holds a 33.3% ownership interest
in Casinos Poland Ltd (”CPL”), the owner and operator of seven full casinos and
one slot casino in Poland. The Company continues to pursue other projects in
various stages of development. See Note 3 for a discussion of the Company’s
discontinued operations. Unless otherwise indicated, the information contained
in these notes refers to the Company’s continuing operations.
The
accompanying condensed consolidated financial statements and related notes have
been prepared in accordance with accounting principles generally accepted in the
United States of America (“US GAAP”) for interim financial reporting and the
instructions to Form 10-Q and Rule
10-01 of Regulation S-X. The accompanying condensed consolidated financial
statements include the accounts of CCI and its majority-owned subsidiaries. All
intercompany transactions and balances have been eliminated. The financial
statements of all foreign subsidiaries consolidated herein have been converted
to US GAAP for financial statement presentation purposes. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with US GAAP have been condensed or omitted. Certain
reclassifications have been made to the 2008 financial information in order to
conform to the 2009 presentation.
In the
opinion of management, all adjustments considered necessary for fair
presentation of financial position, results of operations and cash flows of the
Company have been included. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008. The results of operations for the period
ended March 31, 2009 are not necessarily indicative of the operating results for
the full year.
*****
Presentation of Foreign Currency
Amounts - Historical transactions that are denominated in a foreign
currency are translated and presented at the United States exchange rate in
effect on the date of the transaction. Commitments that are
denominated in a foreign currency and all balance sheet accounts other than
shareholders’ equity are translated and presented based on the exchange rate at
the end of the reported periods. Current period transactions
affecting the profit and loss of operations conducted in foreign currencies are
valued at the average exchange rate for the period in which they are
incurred. The exchange rates to the U.S. dollar used to translate
balances at the end of the reported periods are as follows:
|
|
March 31, 2009
|
December 31, 2008
|
March 31, 2008
|
|||||||||
|
Canadian
dollar (CAD)
|
1.2602 | 1.2246 | 1.0279 | |||||||||
|
Czech
koruna (CZK)
|
20.6350 | 19.2550 | 15.9860 | |||||||||
|
Euros
(€)
|
0.75416 | 0.7184 | 0.6328 | |||||||||
|
Polish
zloty (PLN)
|
3.4957 | 2.9709 | 2.2278 | |||||||||
|
South
African rand (ZAR)
|
9.5325 | 9.3410 | 8.1450 | |||||||||
Source:
Pacific Exchange Rate Service
-9-
2. RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENT
In
December 2007, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standard (“SFAS”) 160, “Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS 160”). SFAS
160 requires that accounting and reporting for minority interests be
recharacterized as noncontrolling interests and classified as a component of
equity. SFAS 160 also establishes reporting requirements that provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS 160 is effective for
fiscal years beginning after December 15, 2008. As of March 31, 2009 and
December 31, 2008, noncontrolling interests of $4.7 million have been classified
as a component of Shareholders’ Equity in the accompanying condensed
consolidated balance sheets. Earnings per share has not been affected as a
result of the adoption of SFAS 160.
3. DISCONTINUED
OPERATIONS
On
December 5, 2008, the Company entered into an agreement to sell the Century
Casino Millennium in Prague, Czech Republic for approximately $2.2 million (CZK
22.0 million plus $1.2 million). Approximately $1.4 million (CZK 22.0
million plus $0.4 million) was paid to the Company at closing on February 11,
2009. The balance is payable over the 12–month period following the
closing. As of March 31, 2009, the Company has recorded $0.8 million
as a component of Receivables, net on the accompanying condensed consolidated
balance sheet. For the three months ended March 31, 2009, the Company
recorded a gain of $0.9 million relating to the disposition of the Century
Casino Millennium.
On
December 19, 2008, Century Resorts Ltd entered into an agreement to sell all of
the outstanding shares of Century Casinos Africa (“CCA”) for a gross selling
price of ZAR 460.0 million (approximately $48.3 million) less the balance of
third party South African debt and other agreed to amounts. Net proceeds from
the transaction are expected to be approximately ZAR 357.3 million
(approximately $37.5 million) and are payable at closing, which is expected to
occur towards the end of the first half of 2009. CCA owns the Caledon Hotel, Spa
& Casino and 60% of the Century Casino & Hotel in Newcastle, South
Africa. On April 24, 2009, the Competition Tribunal of South Africa approved the
transaction. The closing of the transaction is still subject to approval by the
Western Cape Gambling and Racing Board and the KwaZulu-Natal Gambling
Board.
The
results of the Century Casino Millennium, the Caledon Hotel, Spa & Casino
and the Century Casino & Hotel in Newcastle are classified as discontinued
operations in the accompanying condensed consolidated statements of operations
for all periods presented, as applicable. Net operating revenue of discontinued
operations was $5.3 million and $7.5 million for the three months ended March
31, 2009 and 2008, respectively. The cash flows of discontinued operations are
included with the cash flows of continuing operations in the accompanying
condensed consolidated statements of cash flows. The Company’s discontinued
operations had a combined carrying value of approximately $23.5 million at March
31, 2009 and $25.2 million at December 31, 2008. The decrease in carrying value
is primarily due to the disposition of the Century Casino Millennium on February
11, 2009.
-10-
The
following table summarizes the assets and liabilities of discontinued operations
as of March 31, 2009 and December 31, 2008 which are included as assets held for
sale and liabilities related to assets held for sale in the accompanying
condensed consolidated balance sheets:
|
Amounts
in thousands
|
March 31. 2009
|
December 31, 2008
|
||||||
|
ASSETS
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 1,061 | $ | 1,464 | ||||
|
Restricted
cash
|
- | 104 | ||||||
|
Receivables,
net
|
290 | 278 | ||||||
|
Prepaid
expenses
|
295 | 287 | ||||||
|
Inventories
|
167 | 244 | ||||||
|
Other
current assets
|
21 | 21 | ||||||
|
Total
current assets
|
1,834 | 2,398 | ||||||
|
Property
and equipment, net
|
21,807 | 22,650 | ||||||
|
Goodwill
|
690 | 704 | ||||||
|
Casino
licenses
|
8,201 | 8,356 | ||||||
|
Deferred
income taxes – foreign
|
696 | 764 | ||||||
|
Other
assets
|
21 | 1,111 | ||||||
|
Total
Assets
|
$ | 33,249 | $ | 35,983 | ||||
|
LIABILITIES
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Current
portion of long-term debt
|
$ | 3,492 | $ | 3,405 | ||||
|
Accounts
payable and accrued liabilities
|
1,872 | 2,076 | ||||||
|
Accrued
payroll
|
377 | 453 | ||||||
|
Taxes
payable
|
886 | 1,035 | ||||||
|
Total
current liabilities
|
6,627 | 6,969 | ||||||
|
Long-term
debt, less current portion
|
3,113 | 3,801 | ||||||
|
Total
Liabilities
|
9,740 | 10,770 | ||||||
|
Net
Assets
|
$ | 23,509 | $ | 25,213 | ||||
|
4.
|
EQUITY
INVESTMENT IN UNCONSOLIDATED
SUBSIDIARY
|
The
Company has a 33.3% ownership interest in CPL, and the Company accounts for this
investment under the equity method.
Following
is the summarized unaudited financial information of CPL:
|
Amounts
in thousands
|
As
of
March
31, 2009
|
As
of
December
31, 2008
|
||||||
|
Balance
Sheet:
|
||||||||
|
Current
assets
|
$ | 3,534 | $ | 3,208 | ||||
|
Noncurrent
assets
|
$ | 13,215 | $ | 16,751 | ||||
|
Current
liabilities
|
$ | 10,289 | $ | 10,530 | ||||
|
Noncurrent
liabilities
|
$ | 3,251 | $ | 3,842 | ||||
-11-
|
|
For
the three
months
ended
March
31, 2009
|
For
the three
months
ended
March
31, 2008
|
||||||
|
Operating
Results:
|
||||||||
|
Net
operating revenue
|
$ | 9,796 | $ | 16,277 | ||||
|
Net
earnings
|
$ | 267 | $ | 1,380 | ||||
The
Company’s maximum exposure to losses at March 31, 2009 is $8.9 million, the
value of its equity investment in CPL. Of the $8.9 million, $7.3 million relates
to goodwill recorded at the time of the Company’s acquisition of its 33.3%
ownership interest in CPL.
5. PROMOTIONAL
ALLOWANCES
Hotel
accommodations and food and beverage furnished without charge to customers is
included in gross revenue at a value which approximates retail and is then
deducted as complimentary services to arrive at net operating
revenue.
The
Company issues free play or coupons for the purpose of generating future
revenue. Coupons are issued the month prior to when they can be redeemed and are
valid for defined periods of time in the subsequent month. The Company expects
the net win from a customer visit to be in excess of the value of the coupon
utilized. The cost of the coupons redeemed is applied against the revenue
generated on the day of the redemption.
Members
of the Company’s casinos’ player clubs earn points based on their volume of play
(typically as a percentage of coin-in) at certain of the Company’s casinos.
Players can accumulate points over time that they may redeem at their discretion
under the terms of the program. Points can be redeemed for cash and/or various
amenities at the casino, such as meals, hotel stays and gift shop items. The
cost of the points is offset against the revenue in the period in which the
revenue generated the points. The value of unused or unredeemed points is
included in accounts payable and accrued liabilities on the Company’s condensed
consolidated balance sheet. The expiration of unused points results in a
reduction of the liability.
Promotional
allowances presented in the condensed consolidated statements of operations for
the three-month periods ended March 31, 2009 and 2008 include the
following:
|
For
the three months
ended
March 31,
|
||||||||
|
Amounts
in thousands
|
2009
|
2008
|
||||||
|
Hotel,
Food & Beverage
|
$ | 727 | $ | 688 | ||||
|
Free
Plays or Coupons
|
609 | 772 | ||||||
|
Player
Points
|
445 | 521 | ||||||
|
Total
Promotional Allowances
|
$ | 1,781 | $ | 1,981 | ||||
6. INCOME
TAXES
The
Company records deferred tax assets and liabilities based on the difference
between the financial statement and income tax basis of assets and liabilities
using the enacted statutory tax rate in effect for the year these differences
are expected to be taxable or refunded. Deferred
income tax expenses or credits are based on the changes in the asset or
liability from period to period. The recorded deferred tax assets are reviewed
for impairment on a quarterly basis by reviewing our internal estimates for
future net income. Due to the uncertainty of future taxable income, deferred tax
assets of $4.2 million resulting from the Company’s net operating losses in the
U.S. are fully reserved as of March 31, 2009.
-12-
In
accordance with SFAS No. 109, “Accounting for Income Taxes” ("SFAS
No. 109"), the Company will assess the continuing need for a valuation
allowance that results from uncertainty regarding its ability to realize the
benefits of the Company’s deferred tax assets. The ultimate realization of
deferred income tax assets is dependent upon generation of future taxable income
during the periods in which those temporary differences become deductible. If
the Company concludes that its prospects for the realization of its deferred tax
assets are more likely than not, the Company will then reduce its valuation
allowance as appropriate and credit income tax expense after considering the
following factors:
|
·
|
The
level of historical taxable income and projections for future taxable
income over periods in which the deferred tax assets would be deductible,
and
|
|
·
|
Accumulation
of net income before tax utilizing a look-back period of three
years.
|
The
income tax provisions are based on estimated full-year earnings for financial
reporting purposes adjusted for permanent differences. The Company’s income tax
benefit consists of the following:
|
For
the three months
ended
March 31,
|
||||||||
|
Amounts
in thousands
|
2009
|
2008
|
||||||
|
Provision
for U.S. federal income taxes
|
$ | 14 | $ | (788 | ) | |||
|
Provision
for state income taxes
|
- | (113 | ) | |||||
|
Provision
for foreign income taxes
|
205 | 256 | ||||||
|
Total
provision (benefit) for income taxes
|
$ | 219 | $ | (645 | ) | |||
The
Company’s income tax benefit by jurisdiction is summarized in the table
below:
|
Amounts
in thousands
|
For
the three months
ended
March 31, 2009
|
For
the three months
ended
March 31, 2008
|
||||||||||||||||||||||
|
Pre-tax
income
|
Income
tax
|
Effective
tax rate
|
Pre-tax
income
|
Income
tax
|
Effective
tax rate
|
|||||||||||||||||||
|
Canada
|
$ | 796 | $ | 221 | 27.8 | % | $ | 722 | $ | 228 | 31.6 | % | ||||||||||||
|
United
States
|
(1,460 | ) | 14 | (1.0 | %) | (2,985 | ) | (901 | ) | 30.2 | % | |||||||||||||
|
Mauritius
|
(769 | ) | (23 | ) | 3.0 | % | 745 | 22 | 3.0 | % | ||||||||||||||
|
Austria
|
84 | 7 | 8.3 | % | (258 | ) | 6 | (2.3 | %) | |||||||||||||||
|
Poland
|
109 | - | - | % | 608 | - | - | % | ||||||||||||||||
|
Total
|
$ | (1,240 | ) | $ | 219 | (17.7 | %) | $ | (1,168 | ) | $ | (645 | ) | 55.2 | % | |||||||||
-13-
7. EARNINGS
PER SHARE
|
|
Basic
earnings per common share is calculated by dividing net income by the
weighted average number of common shares outstanding during the
period. Diluted earnings per common share adjusts the weighted
average shares outstanding by the dilutive impact of shares underlying
stock options and unvested restricted stock awards. Basic and
diluted earnings per share for the three months ended March 31, 2009 and
2008 were computed as follows:
|
|
Amounts
in thousands, except for share and per share information
|
For
the three months
ended
March 31,
|
|||||||
|
2009
|
2008
|
|||||||
|
Loss
from continuing operations
|
$ | (1,473 | ) | $ | (568 | ) | ||
|
Earnings
from discontinued operations
|
1,818 | 1,109 | ||||||
|
Net
earnings
|
$ | 345 | $ | 541 | ||||
|
Weighted
average common shares
|
23,524,067 | 23,302,562 | ||||||
|
Dilutive
effect of stock options and warrants
|
197,155 | 329,514 | ||||||
|
Dilutive
potential common shares
|
23,721,222 | 23,632,076 | ||||||
|
Basic
(Loss) Earnings Per Share:
|
||||||||
|
Loss
from continuing operations
|
$ | (0.07 | ) | $ | (0.02 | ) | ||
|
Earnings
from discontinued operations
|
0.08 | 0.04 | ||||||
|
Net
earnings
|
$ | 0.01 | $ | 0.02 | ||||
|
Diluted
(Loss) Earnings Per Share:
|
||||||||
|
Loss
from continuing operations
|
$ | (0.07 | ) | $ | (0.02 | ) | ||
|
Earnings
from discontinued operations
|
0.08 | 0.04 | ||||||
|
Net earnings
|
$ | 0.01 | $ | 0.02 | ||||
The
following stock options, warrants and unvested restricted stock are
anti-dilutive and have not been included in the weighted average diluted shares
outstanding calculation:
|
For
the three months
ended March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Stock
options and warrants
|
936,710 | 77,500 | ||||||
|
Unvested
restricted stock
|
- | 400,000 | ||||||
-14-
8. SEGMENT
AND GEOGRAPHIC INFORMATION
The
following summary provides information concerning the Company’s principal
geographic areas:
|
|
Long-Lived
Assets*
|
|||||||
|
Amounts
in thousands
|
March
31, 2009
|
December
31, 2008
|
||||||
|
United
States
|
$ | 61,341 | $ | 62,349 | ||||
|
International:
|
||||||||
|
Canada
|
$ | 28,183 | $ | 29,299 | ||||
|
Europe
|
9,158 | 10,836 | ||||||
|
International
waters
|
569 | 627 | ||||||
|
Total
international
|
37,910 | 40,762 | ||||||
|
Total
|
$ | 99,251 | $ | 103,111 | ||||
*
Long-lived assets consist of property and equipment, goodwill and equity
investment from continuing operations.
|
Net
Operating Revenue
|
||||||||
|
For
the three months
ended
December 31,
|
||||||||
|
Amounts
in thousands
|
2009
|
2008
|
||||||
|
United
States
|
$ | 6,735 | $ | 7,290 | ||||
|
International:
|
||||||||
|
Canada
|
$ | 4,796 | $ | 5,557 | ||||
|
International
waters
|
468 | 683 | ||||||
|
Total
international
|
5,264 | 6,240 | ||||||
|
Total
|
$ | 11,999 | $ | 13,530 | ||||
-15-
Item
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Forward-Looking
Statements, Business Environment and Risk Factors
This
quarterly report on Form 10-Q contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. In
addition, Century Casinos, Inc. (the “Company”) may make other written and oral
communications from time to time that contain such
statements. Forward-looking statements include statements as to
industry trends and future expectations of the Company and other matters that do
not relate strictly to historical facts and are based on certain assumptions by
management. These statements are often identified by the use of words
such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,”
“estimate,” or “continue,” and similar expressions or
variations. These statements are based on the beliefs and assumptions
of the management of the Company based on information currently available to
management. Such forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. Important factors that could cause actual results to
differ materially from the forward-looking statements include, among others, the
risks described in the sections entitled “Risk Factors” under Item 1A in our
Annual Report on Form 10-K for the year ended December 31, 2008. 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.
Amounts
presented in this Item 2 are rounded to whole dollar amounts. As such, rounding
differences could occur in period over period changes and percentages reported
throughout this Item 2.
OVERVIEW
Since our
inception in 1992, we have been primarily engaged in developing and operating
gaming establishments and related lodging and restaurant facilities. Our primary
source of revenue is from the net proceeds of our gaming machines and tables,
with ancillary revenue generated from the hotel and restaurant facilities that
are a part of the casinos.
We
currently own, operate and manage the following casinos through either
wholly-owned or majority-owned subsidiaries:
|
-
|
The
Century Casino & Hotel in Edmonton, Alberta,
Canada;
|
|
-
|
Womacks
Casino & Hotel in Cripple Creek,
Colorado;
|
|
-
|
The
Century Casino & Hotel in Central City,
Colorado;
|
|
-
|
The
Caledon Hotel, Spa & Casino near Cape Town, South Africa;
and
|
|
-
|
The
Century Casino & Hotel in Newcastle, South
Africa.
|
We also
operate ship-based casinos aboard the Silver Cloud and the vessels of Oceania
Cruises. Effective October 16, 2008, we terminated operations aboard the World
of Residensea. On November 24, 2008, we entered into an exclusive, long-term
agreement with TUI Cruises GmbH (“TUI Cruises”), a joint venture between Royal
Caribbean Cruise Line and German tour operator, TUI Reisen, under which we have
agreed to operate casinos on all cruise ships that TUI Cruises places into
service before December 31, 2012. The first vessel is anticipated to go into
service in May 2009.
-16-
Furthermore,
we hold a 33.3% ownership interest in and actively participate in the management
of Casinos Poland Ltd (“CPL”), the owner and operator of seven full casinos and
one slot casino in Poland. At CPL, day to day decision making is controlled by a
management board consisting of three persons. Long term decision making is
controlled by a supervisory board consisting of three persons. As we are the
only shareholder with experience in the gaming industry, we chair both the
management board and the supervisory board. No material decisions can be made
without our consent, including the removal of the chairman of each
board. Based on this influence, management believes that it is appropriate
to account for our investment in CPL as a component of our
operations.
From time
to time, we may sell existing businesses in order to raise capital for future
acquisitions, fund new development opportunities or to improve other locations.
On December 5, 2008, we entered into an agreement to sell the Century Casino
Millennium located in Prague, Czech Republic, for approximately $2.3 million
(CZK 22.0 million plus $1.2 million). Approximately $1.5 million (CZK
22.0 million plus $0.4 million) was paid to us at closing on February 11, 2009.
The balance is payable over the 12 months following the closing. For the three
months ended March 31, 2009, we recognized a gain of $0.9 million related to the
disposition of the Century Casino Millennium.
On
December 19, 2008, a subsidiary of ours entered into an agreement to sell all of
the outstanding shares of Century Casinos Africa (Pty) Limited (“CCA”) for a
gross selling price of ZAR 460.0 million (approximately $48.3 million) less the
balance of third party South African debt and other agreed to amounts. Net
proceeds from the transaction are expected to be approximately ZAR 357.3 million
(approximately $37.5 million) and are payable at closing, which is expected to
occur towards the end of the first half of 2009. CCA owns the Caledon Hotel, Spa
& Casino and 60% of the Century Casino & Hotel in Newcastle, Africa. On
April 24, 2009, the Competition Tribunal of South Africa approved the
transaction. The closing of the transaction is still subject to approval by the
Western Cape Gambling and Racing Board and the KwaZulu-Natal Gambling
Board.
Unless
otherwise indicated, the information contained in this report refers to the
Company’s continuing operations. The operations of the Century Casino
Millennium and CCA are reported as discontinued operations throughout this
report.
Our
industry is capital intensive, and we rely heavily on the ability of our casinos
to generate operating cash flow to repay debt financing, fund maintenance
capital expenditures and provide excess cash for future
development.
As a
gaming company, our operating results are highly dependent on the volume of
customers at our casinos. Most of our revenue is essentially cash-based, through
customers wagering with cash or paying for non-gaming services with cash or
credit cards. Management believes that in Colorado, less consumer discretionary
spending and increased competition have significantly impacted our
operations.
Beginning
July 2, 2009, gaming establishments in Colorado will be permitted to raise the
maximum betting limit from $5 to $100, be open for 24-hours and add roulette and
craps tables. While management currently cannot project the estimated impact of
this change, we believe that our gaming revenues in Cripple Creek, Colorado and
Central City, Colorado will be positively impacted.
-17-
Presentation of Foreign Currency
Amounts - Historical transactions that are denominated in a foreign
currency are translated and presented at the United States exchange rate in
effect on the date of the transaction. Commitments that are
denominated in a foreign currency and all balance sheet accounts other than
shareholders’ equity are translated and presented based on the exchange rate at
the end of the reported periods. Current period transactions
affecting the profit and loss of operations conducted in foreign currencies are
valued at the average exchange rate for the period in which they are
incurred. The average exchange rates to the U.S. dollar used to
translate balances during each reported period are as follows:
|
For
the three months
ended
March 31,
|
||||
|
2009
|
2008
|
|||
|
Canadian
dollar (CAD)
|
1.2453
|
1.0046
|
||
|
Czech
koruna (CZK)
|
21.1428
|
17.0697
|
||
|
Euros
(€)
|
0.7673
|
0.6678
|
||
|
Polish
zloty (PLN)
|
3.4565
|
2.3871
|
||
|
South
African rand (ZAR)
|
9.9432
|
7.5502
|
||
Source:
Pacific Exchange Rate Service
RESULTS
OF OPERATIONS
The
results of operations for the three months ended March 31, 2009 and 2008 are
below (in thousands):
|
For
the three months
ended
March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Gaming
revenue
|
$ | 11,472 | $ | 12,974 | ||||
|
Net
operating revenue
|
11,999 | 13,530 | ||||||
|
Total
operating costs and expenses
|
11,912 | 14,056 | ||||||
|
Earnings
from equity investment
|
89 | 460 | ||||||
|
Operating
earnings (loss) from continuing operations
|
176 | (66 | ) | |||||
|
Loss
from continuing operations
|
(1,473 | ) | (568 | ) | ||||
|
Earnings
from discontinued operations
|
1,818 | 1,109 | ||||||
|
Net
earnings
|
345 | 541 | ||||||
|
Earnings
per share
|
||||||||
|
Basic
|
||||||||
|
Loss from continuing
operations
|
(0.07 | ) | (0.02 | ) | ||||
|
Net earnings
|
0.01 | 0.02 | ||||||
|
Diluted
|
||||||||
|
Loss from continuing
operations
|
(0.07 | ) | (0.02 | ) | ||||
|
Net earnings
|
0.01 | 0.02 | ||||||
The
decrease in net operating revenue from $13.5 million for the three months ended
March 31, 2008 to $12.0 million for the three months ended March 31, 2009 is
primarily the result of a $0.7 million decline in gaming revenue at our
properties in Colorado, a $0.5 million decline in gaming revenue at our casino
in Edmonton and a $0.2 million decline in hotel, food and beverage revenue at
our casino in Edmonton. The average exchange rate between the U.S. dollar and
Canadian dollar decreased 24.0% from the three months ended March 31, 2008 to
the three months ended March 31,2009 and contributed to the decline in revenue
at our casino in Edmonton.
-18-
The
decrease in operating costs and expenses from $14.1 million for the three months
ended March 31, 2008 to $11.9 million for the three months ended March 31, 2009
is primarily the result of a decrease in gaming expenses that are directly
related to the decline in gaming revenue, a decline in the average exchange rate
between the U.S. dollar and Canadian dollar of 24.0% and a decline in general
and administrative expenses resulting from cost saving measures.
The
increase in losses from continuing operations from a loss of $0.6 million for
the three months ended March 31, 2008 to a loss of $1.5 million for the three
months ended March 31, 2009 was due to a decline of $0.4 million in earnings
from our equity investment in CPL, additional foreign currency losses of $0.6
million and a decrease in tax benefits of $0.9 million as we have not recorded a
tax benefit on our U.S. operating losses during the first quarter of 2009. These
decreases were offset by a decrease in net interest charges of approximately
$0.3 million and an increase in earnings from operations of $0.6 million
resulting from cost saving measures.
Net
operating revenue by property for the three months ended March 31, 2009 and 2008
is summarized below (in thousands):
|
For
the three months
ended
March 31, (1)
|
||||||||
|
2009
|
2008
|
|||||||
|
Century
Casino & Hotel (Edmonton, Alberta, Canada)
|
$ | 4,796 | $ | 5,557 | ||||
|
Womacks
(Cripple Creek, Colorado)
|
2,572 | 2,882 | ||||||
|
Century
Casino & Hotel (Central City, Colorado)
|
4,163 | 4,407 | ||||||
|
Cruise
Ships
|
468 | 683 | ||||||
|
Casinos
Poland (Poland)(2)
|
- | - | ||||||
|
Corporate
|
- | 1 | ||||||
|
Net
operating revenue
|
$ | 11,999 | $ | 13,530 | ||||
|
(1)
|
Excludes
discontinued operations
|
|
(2)
|
Accounted
for as an equity investment.
|
Earnings
(losses) from operations by property for the three months ended March 31, 2009
and 2008 are summarized below (in thousands):
|
For
the three months
ended
March 31, (1)
|
||||||||
|
2009
|
2008
|
|||||||
|
Century
Casino & Hotel (Edmonton, Alberta, Canada)
|
$ | 1,476 | $ | 1,557 | ||||
|
Womacks
(Cripple Creek, Colorado)
|
98 | (134 | ) | |||||
|
Century
Casino & Hotel (Central City, Colorado)
|
312 | 81 | ||||||
|
Cruise
Ships
|
- | 84 | ||||||
|
Casinos
Poland (Poland)(2)
|
89 | 460 | ||||||
|
Corporate
|
(1,799 | ) | (2,114 | ) | ||||
|
Earnings
(loss) from operations
|
$ | 176 | $ | (66 | ) | |||
|
(1)
|
Excludes
discontinued operations
|
|
(2)
|
Accounted
for as an equity investment.
|
-19-
Three
months ended March 31, 2009 vs 2008
Revenue
The
following revenue discussion excludes discontinued operations. Net operating
revenue for the three months ended March 31, 2009 and 2008 was as follows (in
thousands):
|
Three
months
ended
March 31,
|
||||||||||||||||
|
2009
|
2008
|
Variance
|
Percentage
Variance
|
|||||||||||||
|
Gaming
|
$ | 11,472 | $ | 12,974 | $ | (1,502 | ) | (11.6 | %) | |||||||
|
Hotel,
food and beverage
|
1,899 | 2,084 | (185 | ) | (8.9 | %) | ||||||||||
|
Other
|
409 | 453 | (44 | ) | (9.7 | %) | ||||||||||
|
Gross
revenue
|
13,780 | 15,511 | (1,731 | ) | (11.2 | %) | ||||||||||
|
Less
promotional allowances
|
1,781 | 1,981 | 200 | (10.1 | %) | |||||||||||
|
Net
operating revenue
|
$ | 11,999 | $ | 13,530 | $ | (1,531 | ) | (11.3 | %) | |||||||
Gaming
revenue
Gaming
revenue decreased by $1.5 million, or 11.6%, from $13.0 million for the three
months ended March 31, 2008 to $11.5 million for the three months ended March
31, 2009. Reduced revenue at all of our properties contributed to this decline,
as discussed below.
Gaming
revenue at the Century Casino & Hotel in Edmonton decreased by $0.5 million,
or 13.3%, from $4.1 million for the three months ended March 31, 2008 to $3.6
million for the three months ended March 31, 2009, primarily resulting from a
24.0% decline in the average exchange rate between the U.S. dollar and Canadian
dollar compared to the average exchange rate for the three months ended March
31, 2008. Gaming revenue in Canadian dollars increased by CAD 0.3 million, or
7.4%, from CAD 4.1 million for the three months ended March 31, 2008 to CAD 4.4
million for the three months ended March 31, 2009. This increase is the result
of an increase of 15.7% in table revenue and an increase in slot revenue of
1.5%.
Gaming
revenue at Womacks in Cripple Creek decreased by $0.5 million, or 13.8%, from
$3.4 million for the three months ended March 31, 2008 to $2.9 million for the
three months ended March 31, 2009. Management believes that the opening of a
larger casino in Cripple Creek in May 2008 has impacted our revenue. Management
also believes that we lost a significant amount of our customer base due to a
renovation that we began during the fourth quarter of 2007 and continued through
the first quarter of 2008. We believe the renovation has upgraded the gaming
floor and dining area, but may have inconvenienced customers and led them to
gamble elsewhere. We are currently reviewing various marketing and other
strategies to increase gaming revenue at Womacks. Womacks has continued the
effort to improve its customers’ experience by converting 100% of the total
machines on the floor to Ticket in/Ticket out devices. The Cripple Creek gaming
market grew by 4.6% from the three months ended March 31, 2008 to the three
months ended March 31, 2009 as a result of the opening of a larger casino
in May 2008. Our market share of the Cripple Creek gaming
revenue declined from 10.8% for the first quarter of 2008 to 8.8% for the first
quarter of 2009. This represents an 18.5% decrease in the market
share while our share of the slot machines in the Cripple Creek market declined
by 19.7%.
Gaming
revenue at the Century Casino and Hotel in Central City decreased by $0.3
million, or 5.7%, from $4.8 million for the three months ended March 31, 2008 to
$4.5 million for the three months ended March 31, 2009. Management believes that
gaming revenue was negatively impacted by a 9.5% decline in the Central City
gaming market for the three months ended March 31, 2009 compared to the three
months ended March 31, 2008, which can be attributed to a decline in consumer
discretionary spending. Our market share of the Central City gaming revenue
increased from 28.2% for the first quarter of 2008 to 29.3% for the first
quarter of 2009.
-20-
Gaming
revenue aboard the cruise ships on which we operated decreased by $0.2 million,
or 32.7%, from $0.7 million for the three months ended March 31, 2008 to $0.5
million for the three months ended March 31, 2009. Management believes that
reduced occupancy levels on the ships can be attributed to the general downturn
in the global economy which also led casino guests to spend less per visit;
however management believes that a 10% increase in passenger visitation to the
casino is attributable to targeted marketing efforts. Management believes that
30% fewer gaming days on the Silvercloud during the three months ended March 31,
2009, compared to the three months ended March 31, 2008, negatively impacted our
gaming revenue.
Hotel,
food and beverage revenue
Hotel,
food and beverage revenue decreased by $0.2 million, or 8.9%, from $2.1 million
for the three months ended March 31, 2008 to $1.9 million for the three months
ended March 31, 2009, primarily due to a decline in the average exchange rate
between the U.S. dollar and the Canadian dollar. In U.S. dollars, hotel, food
and beverage revenue at our casino in Edmonton decreased by $0.2 million, or
14.4%, from $1.2 million for the three months ended March 31, 2008 to $1.0
million for the three months ended March 31, 2009. In Canadian dollars, hotel,
food and beverage revenue increased CAD 0.1 million, or 6.4%, from CAD 1.2
million for the three months ended March 31, 2008 to CAD 1.3 million for the
three months ended March 31, 2009.
Promotional
allowances
Promotional
allowances decreased by $0.2 million, or 10.1%, from $2.0 million for the three
months ended March 31, 2008 to $1.8 million for the three months ended March 31,
2009. Promotional allowances decreased by $0.2 million at Womacks primarily due
to one time costs incurred in 2008 for the implementation of an automated
dispensing system used to track beverages and a decline in attendance at the
casino during the first quarter of 2009. The retail value of accommodations,
food and beverage, and other services furnished to guests without charge
(“complimentaries”) is included in gross revenue and then deducted as
promotional allowances. As a result, complimentaries neither increase nor
decrease our overall net operating revenue.
Operating Costs and
Expenses
The
following operating cost and expense discussion excludes discontinued
operations. Operating costs and expenses for the three months ended March 31,
2009 and 2008 were as follows (in thousands):
|
Three
months
ended
March 31,
|
||||||||||||||||
|
2009
|
2008
|
Variance
|
Percentage
Variance
|
|||||||||||||
|
Gaming
|
$ | 4,469 | $ | 5,392 | $ | (923 | ) | (17.1 | %) | |||||||
|
Hotel,
food and beverage
|
1,540 | 1,728 | (188 | ) | (10.9 | %) | ||||||||||
|
General
and administrative
|
4,331 | 5,267 | (936 | ) | (17.8 | %) | ||||||||||
|
Depreciation
|
1,572 | 1,669 | (97 | ) | (5.8 | %) | ||||||||||
|
Total
operating costs and expenses
|
$ | 11,912 | $ | 14,056 | $ | (2,144 | ) | (15.3 | %) | |||||||
-21-
Gaming
expenses
Gaming
expenses decreased $0.9 million, or 17.1%, from the three months ended March 31,
2008 to the three months ended March 31, 2009, primarily due to a decrease in
expenses at our Colorado casinos that are directly related to decreased gaming
revenue and a decline in the average exchange rate between the U.S. dollar and
the Canadian dollar.
Gaming
expenses at the Century Casino & Hotel in Edmonton decreased $0.3 million,
or 17.0%, from $1.6 million for the three months ended March 31, 2008 to $1.3
million for the three months ended March 31, 2009, due to a decline in the
average exchange rate between the U.S. dollar and the Canadian dollar. In
Canadian dollars, gaming expenses remained flat at CAD 1.6 million when
comparing the first quarter of 2009 to the first quarter of 2008. There were no
significant increases or decreases in gaming expenses period over
period.
Gaming
expenses at Womacks decreased $0.3 million, or 24.4%, from $1.3 million for the
three months ended March 31, 2008 to $1.0 million for the three months ended
March 31, 2009. This decrease is primarily the result of a $0.1 million decrease
in gaming taxes resulting from the decrease in gaming revenue, a decline in
royalties of $0.1 million and a decline in payroll expenses of $0.1
million. As part of a plan to bring expenses in line with revenue
levels, management has reduced gaming staff levels at the casino.
Gaming
expenses at the Century Casino & Hotel in Central City decreased $0.2
million, or 10.2%, from $2.0 million for the three months ended March 31, 2008
to $1.8 million for the three months ended March 31, 2009, primarily due to a
$0.1 million decrease in gaming taxes resulting from the decrease in gaming
revenue and a $0.1 million decrease in payroll expenses. As part of a plan to
bring expenses back in line with revenue levels, management has reduced gaming
staff levels at the casino.
Gaming
expenses aboard the cruise ships on which we operate declined by $0.1 million,
or 25.8%, from $0.5 million for the three months ended March 31, 2008 to $0.4
million for the three months ended March 31, 2009, primarily due to a decline in
concession fees paid to the cruise ship operators.
Hotel,
food and beverage expenses
Hotel,
food and beverage expenses decreased by $0.2 million, or 10.9%, from $1.7
million for the three months ended March 31, 2008 to $1.5 million for the three
months ended March 31, 2009, primarily due to a decline in the average exchange
rate between the U.S. dollar and the Canadian dollar from the first quarter of
2008 to the first quarter of 2009. In U.S. dollars, hotel, food and beverage
expenses at our casino in Edmonton decreased by $0.2 million, or 18.2%, from
$0.9 million for the three months ended March 31, 2008 to $0.7 million for the
three months ended March 31, 2009. In Canadian dollars, hotel, food and beverage
expenses remained flat at CAD 0.9 million for the three months ended March 31,
2009 compared to the three months ended March 31, 2008.
General
and administrative expenses
General
and administrative expenses decreased $1.0 million, or 19.2%, from $5.3 million
for the three months ended March 31, 2008 to $4.3 million for the three months
ended March 31, 2009. General and administrative expenses include facility
maintenance, utilities, property and liability insurance, property taxes,
housekeeping, and all administrative departments, such as information
technology, accounting, human resources and internal audit.
-22-
General
and administrative expenses at the Century Casino & Hotel in Edmonton
decreased by $0.2 million, or 16.5%, from $1.2 million for the three months
ended March 31, 2008 to $1.0 million for the three months ended March 31, 2009,
primarily due to the decline in the average exchange rate between the U.S.
dollar and the Canadian dollar. In Canadian dollars, general and administrative
expenses increased by CAD 0.1 million, or 4.8%, from CAD 1.2 million for the
three months ended March 31, 2008 to CAD 1.3 million for the three months ended
March 31, 2009, primarily due to an increase in utility charges.
General
and administrative expenses at Womacks decreased by $0.2 million, or 22.9%, from
$0.9 million for the three months ended March 31, 2008 to $0.7 million for the
three months ended March 31, 2009, due to a $0.2 million decrease in payroll
related to reduced staffing at the casino.
General
and administrative expenses at the Century Casino & Hotel in Central City
decreased by $0.2 million, or 20.9%, from $1.1 million for the three months
ended March 31, 2008 to $0.9 for the three months ended March 31, 2009. The
decrease is primarily the result of a $0.1 million decline in payroll expenses
related to reduced staffing at the casino and a $0.1 million decline in property
taxes.
Combined
general and administrative expenses aboard the cruise ships remained flat at
less than $0.1 million for the three months ended March 31, 2009 compared to the
three months ended March 31, 2008.
Corporate
expenses decreased by $0.3 million, or 19.0%, from $2.0 million for the three
months ended March 31, 2008 to $1.7 million for the three months ended March 31,
2009, primarily due to a decrease in payroll expense of $0.2 million and a
decline in legal, accounting and other professional fees of $0.1
million.
At March
31, 2009, we had $1.5 million of total unrecognized compensation expense related
to unvested stock options and unvested restricted stock. Of this amount, $0.7
million will be recognized over the remainder of 2009, and $0.8 million will be
recognized in subsequent years through 2011.
Depreciation
Depreciation
expense decreased by $0.1 million, or 5.8%, from $1.7 million for the three
months ended March 31, 2008 to $1.6 million for the three months ended March 31,
2009. The decrease is primarily the result of the decline in the average
exchange rate between the U.S. dollar and Canadian dollar, which resulted in a
decline in depreciation expense of $0.1 million at our casino in Canada. In
Canadian dollars, depreciation remained flat at the casino for the three months
ended March 31, 2009 compared to the three months ended March 31, 2008.
Depreciation expense at our remaining properties remained flat period over
period.
Non-operating income
(expense)
The
following non-operating income (expense) discussion excludes discontinued
operations. Non-operating income (expense) for the three months ended March 31,
2009 and 2008 was as follows (in thousands):
|
Three
months
ended
March 31,
|
||||||||||||||||
|
2009
|
2008
|
Variance
|
Percentage
Variance
|
|||||||||||||
|
Interest
income
|
$ | 9 | $ | 12 | $ | (3 | ) | (25.0 | %) | |||||||
|
Interest
expense
|
(900 | ) | (1,233 | ) | 333 | 27.0 | % | |||||||||
|
Losses
on foreign currency translation
|
(525 | ) | 119 | (644 | ) | (541.2 | %) | |||||||||
|
Non-operating
expense
|
$ | (1,416 | ) | $ | (1,102 | ) | $ | (314 | ) | (28.5 | %) | |||||
-23-
Interest
income
Interest
income is directly related to interest earned on our cash reserves.
Interest
expense
The
decrease in interest expense is primarily due to a decrease in interest rates
and a decrease in our average debt balance from $49.0 million for the three
months ended March 31, 2008 to $35.4 million for the three months ended March
31, 2009. Our weighted average interest rate, excluding the impact of the
amortization of deferred financing charges, was 9.0% and 8.6% for the three
months ended March 31, 2008 and 2009, respectively.
Losses
on foreign currency transactions and other
We
recognized foreign currency gains of $0.1 million for the three months ended
March 31, 2008 and foreign currency losses of $0.5 million for the three months
ended March 31, 2009. For the three months ended March 31, 2009, we recorded
approximately $0.1 million of losses on the revaluation of loans that we deemed
to be no longer permanently invested and approximately $0.4 million in losses
resulting from the exchange of currency. We have outstanding cash denominated in
U.S. dollars, Canadian dollars, Euros and South African rand.
Other
Items
Earnings
from equity investment
We own
33.3% of all shares issued by CPL. Our portion of CPL’s earnings are recorded as
earnings from equity investment. We recorded $0.5 million and $0.1
million of earnings from our investment in CPL for the three months ended March
31, 2008 and 2009, respectively. The decline is primarily a result of a lower
hold percentage on both slot and table games and a decline in the average
exchange rate between the U.S. dollar and the Polish zloty of 44.8% for the
three months ended March 31, 2009 compared to the three months ended March 31,
2008.
Taxes
Our
effective tax rate was 55.2% and (17.7%) for the three months ended March 31,
2008 and 2009, respectively. The mix of domestic losses and foreign earnings
significantly impacts our tax rate. The tax benefit recorded on losses incurred
by our U.S. domestic entities is significantly higher than the tax on income at
our foreign operations, particularly in Mauritius. For the three months ended
March 31, 2009, we incurred pre-tax losses for our U.S. based operations
(including corporate losses) of $1.4 million compared to pre-tax earnings at our
foreign operations of $0.2 million. Our taxes are further adjusted for
non-deductible permanent differences. In addition, for the three months ended
March 31, 2009, we did not record a tax benefit on U.S. operating losses. We
currently have a valuation established for our U.S. deferred taxes of $4.2
million. If we conclude at a later date that the realization of these deferred
taxes is more likely than not, we will reduce the valuation allowance as
appropriate.
-24-
Discontinued
Operations
The
results of the operations of Century Casinos Africa (which include the Caledon
Hotel, Spa & Casino and the Century Casino Newcastle) and Century Casino
Millennium are classified as discontinued operations. The results of our
discontinued operations for the three months ended March 31, 2009 and 2008 are
below (in thousands, except for per share information):
|
For
the three months
ended
March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Gaming
revenue
|
$ | 4,507 | $ | 6,430 | ||||
|
Net
operating revenue
|
5,330 | 7,450 | ||||||
|
Total
operating costs and expenses
|
3,795 | 5,732 | ||||||
|
Operating
earnings from discontinued operations
|
1,535 | 1,718 | ||||||
|
Net
earnings from discontinued operations
|
1,818 | 1,109 | ||||||
|
Earnings
per share from discontinued operations
|
||||||||
|
Basic
|
0.08 | 0.04 | ||||||
|
Diluted
|
0.08 | 0.04 | ||||||
The
decrease in net operating revenue for discontinued operations from $7.5 million
for the three months ended March 31, 2008 to $5.3 million for the three months
ended March 31, 2009 is due to a decline in gaming revenue at our South African
properties, reflecting lower customer attendance at the Caledon Hotel, Spa &
Casino and a 31.7% decline in the average exchange rate between the U.S. dollar
and the South African rand. Management believes that gaming revenue is down at
the Caledon mostly because of a decline in consumer discretionary spending. Net
operating revenue at the Century Casino Millennium declined by $0.2 million for
the three months ended March 31, 2009 compared to the three months ended March
31, 2008, due to closing of the sale of the casino on February 11,
2009.
The
decrease in operating costs and expenses from $5.7 million for the three months
ended March 31, 2008 to $3.8 million for the three months ended March 31, 2009,
is due to a decline in gaming expenses of approximately $0.6 million at our
South African properties, resulting from the decline in gaming revenue, a
decline in general and administrative expenses of $0.3 million, and a decline in
depreciation expense of $0.6 million and the decline in the average exchange
rate between the U.S. dollar and the South African rand. Because the assets
related to the discontinued operations are being classified as held for sale, we
no longer record depreciation. Operating costs and expenses also declined due to
the closing of the sale of Century Casino Millennium on February 11,
2009.
For the
three months ended March 31, 2009, we recorded a gain of $0.9 million related to
the disposition of Century Casino Millennium.
LIQUIDITY
AND CAPITAL RESOURCES
Cash
Flows
Cash and
cash equivalents totaled $7.4 million at March 31, 2009 (excluding cash of $1.1
million related to discontinued operations), and we had negative working capital
(current assets minus current liabilities) of $5.0 million (excluding assets and
liabilities held for sale) compared to cash and cash equivalents of $7.8 million
(excluding cash of $1.5 million related to discontinued operations) and negative
working capital of $7.8 million (excluding assets and liabilities held for sale)
at December 31, 2008.
-25-
We use
the cash flows that we generate to maintain operations, repay existing third
party debt, to fund reinvestment in existing properties for both refurbishment
and expansion projects and to pursue additional growth via new development and
acquisition opportunities. When necessary, we supplement the cash flows
generated by our operations with either cash on hand or funds provided by
investing and/or financing activities.
For the
three months ended March 31, 2009, $1.6 million of net cash was provided by
operating activities. For the three months ended March 31, 2008, $2.5 million of
net cash was provided by operating activities. The change from the
three months ended March 31, 2008 relates primarily to the timing of the payment
and collection of working capital items. For a description of the operating
activities of the Company, please refer to the condensed consolidated statements
of cash flows and management’s discussion of the results of operations,
above.
Cash
provided by investing activities of $1.3 million for the three months ended
March 31, 2009 consisted of $1.4 million in proceeds received from the sale of
the Century Casino Millennium and $0.2 million in proceeds received from the
disposition of land in Newcastle, South Africa, offset by $0.2 million in
additions at Womacks for digital surveillance equipment and $0.1 million of
cumulative additions at our other remaining properties.
Cash used
in investing activities of $1.0 million for the first three months of 2008
consisted of $0.4 million in capital project additions at Womacks; $0.1 million
of furniture and non-gaming equipment additions in Edmonton; $0.5 million in
capital project additions at Caledon; and $0.2 million of cumulative additions
at our other remaining properties. These cash payments were offset by $0.2
million received from the disposition of assets.
Cash used
in financing activities of $3.6 million for the three months ended March 31,
2009 consisted of repayments of $1.6 million towards the Central City term loan;
repayments of $1.3 million towards the Womacks term loan; repayments of $0.3
million towards the Edmonton term loan; and net repayments of $0.4 million
towards our South African term loans.
Cash used
in financing activities of $5.4 million for the first three months of 2008
consisted of repayments of $0.6 million towards the Central City term loan;
repayment of $0.4 million towards the Edmonton term loan; net repayments of $4.2
million towards the Womacks revolving credit facility; net repayments of $0.6
million towards our South African debt; and other debt repayments of $0.2
million. These repayments were offset by $0.6 million of proceeds from stock
option exercises.
Common
Stock Repurchase Program
Since
2000, we have had a discretionary program to repurchase up to $5.0 million
of our outstanding common stock. We did not purchase any shares of
our common stock on the open market during the three months ended March 31, 2009
and 2008. The total remaining authorization under the repurchase program was
$1.2 million as of March 31, 2009. The repurchase program has no set expiration
or termination date.
Potential
Sources of Liquidity
Our
primary sources of liquidity and capital resources have been cash flow from
operations and borrowings from banks and proceeds from the issuance of equity
securities. In addition, cash from the sales transactions discussed below will
enhance our liquidity.
On
December 5, 2008, we entered into an agreement to sell the Century Casino
Millennium, for approximately $2.3 million (CZK 22.0 million plus $1.2
million). Approximately $1.5 million (CZK 22.0 million plus $0.4
million) was paid to us at closing on February 11, 2009. The balance is payable
over the 12 months following closing.
-26-
On
December 19, 2008, CRL entered into an agreement to sell all of the outstanding
shares of CCA for a gross selling price of ZAR 460.0 million (approximately
$49.2 million) less the balance of third party South African debt and other
agreed to amounts. Net proceeds from the transaction are expected to be
approximately ZAR 357.3 million (approximately $37.5 million) and are payable at
closing, which is expected to occur towards the end of the first half of 2009.
CCA owns the Caledon Hotel, Spa & Casino and 60% of the Century Casino &
Hotel in Newcastle, South Africa. On April 24, 2009, the Competition Tribunal of
South Africa approved the transaction. The closing of the transaction is still
subject to approval by the Western Cape Gambling and Racing Board and the
KwaZulu-Natal Gambling Board.
Short-Term
Liquidity and Capital Requirements
We expect
that the primary source of our future operating cash flows will be from our
gaming operations, supplemented by the proceeds from the sale of CCA. We intend
to continue to rely on term loans with commercial banks or other debt
instruments to supplement our working capital and investing requirements.
Expected short-term uses of cash include ordinary operations, capital
expenditures at our casinos, foreign income tax payments, and interest and
principal payments on outstanding debt. In connection with the sale of our
interest in CCA, we have pledged to repay the entire balance outstanding ($2.9
million as of April 30, 2009) on our debt related to our Cripple Creek, Colorado
property. Proceeds from the sale of CCA may also be used to repay other debt,
repurchase shares of our outstanding common stock, fund future developments or
acquisitions and/or fund capital improvements at existing
locations.
We
believe that our cash at March 31, 2009 together with expected cash flows from
operations and from the sales of our casinos in the Czech Republic and South
Africa will be sufficient to fund our anticipated operating costs, capital
expenditures at existing properties and satisfy our current debt repayment
obligations. We will continue to evaluate our planned capital expenditures at
each of our existing locations in light of the operating performance of the
facilities at such locations. From time to time we expect to have cash needs for
the development of new properties that exceed our current borrowing capacity and
we may be required to seek additional financing in the debt or equity markets.
We may be unable to obtain additional debt or equity financing on acceptable
terms or at all. As a result, limitations on our capital resources could delay
or cause us to abandon certain plans for the development of new
projects.
Item
3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We had no
significant changes in our exposure to market risks from that previously
reported in our Annual Report on Form 10-K for the year ended December 31,
2008.
Item
4. CONTROLS
AND PROCEDURES
Evaluation of
Disclosure Controls and Procedures – Our management, with the
participation of our Co Chief Executive Officers, Principal Financial Officer
and Chief Accounting Officer, has evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end
of the period covered by this report. Based on such evaluation, our Co Chief
Executive Officers, Principal Financial Officer and Chief Accounting Officer
have concluded that as of such date, our disclosure controls and procedures were
effective to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in applicable Securities and
Exchange Commission rules and forms.
Changes in
Internal Control Over Financial Reporting – There has been no
change in our internal control over financial reporting (as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months
ended March 31, 2009 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
-27-
PART
II - OTHER INFORMATION
Item
6. – Exhibits
(a)
Exhibits
|
3.1
|
Certificate
of Incorporation of Century Casinos, Inc. is hereby incorporated by
reference to the Company’s Proxy Statement for the 1994 Annual Meeting of
Stockholders.
|
|
3.2
|
Amended
and Restated Bylaws of Century Casinos, Inc. is hereby incorporated by
reference from Exhibit 11.14 to the Company’s Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2002.
|
|
4.1
|
Rights
Agreement, dated as of April 29, 1999, between Century Casinos, Inc. and
the American Securities Transfer & Trust, Inc., as Rights Agent, is
hereby incorporated by reference from Exhibit 1 to the Company’s Form 8-A
dated May 7, 1999.
|
|
4.2
|
First
Supplement to Rights Agreement dated April 2000, between Century Casinos,
Inc. and American Securities Transfer & Trust, Inc., as Rights Agent,
is hereby incorporated by reference from Exhibit A to the Company’s Proxy
Statement for the 2000 Annual Meeting of Stockholders.
|
|
4.3
|
Second
Supplement to Rights Agreement dated July 2002, between Century Casinos,
Inc. and Computershare Investor Services, Inc., as Rights Agent, is hereby
incorporated by reference from Exhibit 11.13 to the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2002.
|
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Co
Chief Executive Officer.
|
|
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Co
Chief Executive Officer and President.
|
|
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Principal
Financial Officer.
|
|
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Chief
Accounting Officer.
|
|
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Co
Chief Executive Officer.
|
|
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Co
Chief Executive Officer and President.
|
|
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Principal
Financial Officer.
|
|
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Chief
Accounting Officer.
|
-28-
SIGNATURES:
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
CENTURY
CASINOS, INC.
/s/ Larry
Hannappel
Larry
Hannappel
Senior
Vice President (Principal Financial Officer)
Date: May
11, 2009
-29-
CENTURY
CASINOS, INC.
INDEX TO
EXHIBITS
|
Exhibit No.
|
Document
|
|
3.1
|
Certificate
of Incorporation of Century Casinos, Inc. is hereby incorporated by
reference to the Company’s Proxy Statement for the 1994 Annual Meeting of
Stockholders.
|
|
3.2
|
Amended
and Restated Bylaws of Century Casinos, Inc. is hereby incorporated by
reference from Exhibit 11.14 to the Company’s Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2002.
|
|
4.1
|
Rights
Agreement, dated as of April 29, 1999, between Century Casinos, Inc. and
the American Securities Transfer & Trust, Inc., as Rights Agent, is
hereby incorporated by reference from Exhibit 1 to the Company’s Form 8-A
dated May 7, 1999.
|
|
4.2
|
First
Supplement to Rights Agreement dated April 2000, between Century Casinos,
Inc. and American Securities Transfer & Trust, Inc., as Rights Agent,
is hereby incorporated by reference from Exhibit A to the Company’s Proxy
Statement for the 2000 Annual Meeting of Stockholders.
|
|
4.3
|
Second
Supplement to Rights Agreement dated July 2002, between Century Casinos,
Inc. and Computershare Investor Services, Inc., as Rights Agent, is hereby
incorporated by reference from Exhibit 11.13 to the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2002.
|
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Co
Chief Executive Officer.
|
|
31.2
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Co
Chief Executive Officer and President.
|
|
31.3
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Principal
Financial Officer.
|
|
31.4
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Chief
Accounting Officer.
|
|
32.1
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Co
Chief Executive Officer.
|
|
32.2
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Co
Chief Executive Officer and President.
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|
32.3
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Principal
Financial Officer.
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|
32.4
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Chief
Accounting Officer.
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-30-