UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 13, 2008
CENTURY
CASINOS, INC.
(Exact
Name of Registrant as specified in its charter)
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Delaware
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0-22290
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84-1271317
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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1263
Lake Plaza Drive Suite A, Colorado Springs, CO
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80906
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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719-527-8300
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communication pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
2.02 Results of Operations and Financial Condition
See Item
7.01 Regulation FD Disclosure, below.
Item
7.01 Regulation FD Disclosure
This
filing corrects comparative 2006 Adjusted EBITDA in the third quarter 2007
earnings release for Century Casinos, Inc. (the “Company”). This
filing does not change any 2007 data in the earnings release.
On
November 9, 2007, the Company issued an earnings release announcing its
financial results for the third quarter ended September 30, 2007 (the “Release”)
and held a conference call to discuss such financial results.
In the
Release, the amount of pre-opening expenses included in the reconciliation of
Adjusted EBITDA to net earnings for the three and nine months ended September
30, 2006 (the “Reconciliation”) incorrectly included interest charges and
management fees, resulting in the overstatement of the 2006 Adjusted EBITDA
numbers throughout the Release. As a result, the actual increase in
Adjusted EBITDA achieved when comparing the results for the three and nine
months ended September 30, 2007 to the same periods in 2006 is greater than
originally reported.
We
incorrectly reported pre-opening expenses (excluding the interest charges and
management fees) for the three and nine months ended September 30, 2006 in the
Reconciliation as $602,000 and $2,115,000, respectively. The correct
amount of pre-opening expenses (excluding the interest charges and management
fees) for the periods is $379,000 and $1,214,000, respectively.
For the
three months and nine months ended September 30, 2006, we previously reported
the Company’s Adjusted EBITDA as $4,200,000 and $10,562,000,
respectively. The corrected results for the periods are $3,977,000
and $9,661,000, respectively.
Based on
the incorrect numbers we reported that the Company’s Adjusted EBITDA had
increased by 40% and 50%, respectively for the three and nine months ended
September 30, 2007 over the Adjusted EBITDA achieved in the same periods in
2006. Based on the corrected numbers the Company’s Adjusted EBITDA
increased by 48% and 64% when comparing these same periods.
For the
three months and nine months ended September 30, 2006, we previously reported
Century Casino and Hotel Central City, Colorado Adjusted EBITDA as $949,000 and
$1,622,000, respectively. The corrected result for the both periods
is $829,000.
For the
three months and nine months ended September 30, 2006, we previously reported
Century Casino and Hotel Edmonton, Alberta, Canada Adjusted EBITDA as $103,000
and $108,000, respectively. The corrected result for both periods is
zero.
This
filing corrects the amount of additional Adjusted EBITDA contributed to the
Company by the new casinos in Central City, Colorado; Newcastle, South Africa;
and Edmonton, Canada. We previously reported that the three new casinos
contributed an additional $2,306,000 to Adjusted EBITDA for the three months
ended September 30, 2007 and $7,286,000 for the nine months ended September 30,
2007. The three new casinos actually contributed an additional
$2,529,000 and $8,187,000, respectively to these periods.
As a
result of the corrections, the following tables provided in the Release are
adjusted and restated accordingly:
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Century
Casinos, Inc.
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Adjusted
EBITDA* by Property (Unaudited)
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(Amounts
in thousands)
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For
the Three Months
Ended
September 30,
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For
the Nine Months
Ended
September 30,
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2007
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2006
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2007
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2006
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Womacks
Casino and Hotel (Cripple Creek)
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$ | 1,832 | $ | 2,067 | $ | 4,804 | $ | 4,947 | ||||||||
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Century
Casino and Hotel (Central City)
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1,769 | 829 | 3,902 | 829 | ||||||||||||
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Century
Casino and Hotel (Edmonton)
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1,503 | - | 3,651 | - | ||||||||||||
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The
Caledon (Caledon)
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1,886 | 1,795 | 5,317 | 5,631 | ||||||||||||
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Century
Casino and Hotel (Newcastle)
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693 | 607 | 2,756 | 1,293 | ||||||||||||
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Century
Casino Millennium (Prague)
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164 | 66 | 259 | 76 | ||||||||||||
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Cruise
Ships
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42 | 215 | 220 | 630 | ||||||||||||
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Corporate
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(2,014 | ) | (1,602 | ) | (5,046 | ) | (3,745 | ) | ||||||||
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Adjusted
EBITDA*
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$ | 5,875 | $ | 3,977 | $ | 15,863 | $ | 9,661 | ||||||||
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Century
Casinos, Inc.
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Adjusted
EBITDA Margins** by Property (Unaudited)
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For
the Three Months
Ended
September 30,
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For
the Nine Months
Ended
September 30,
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2007
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2006
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2007
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2006
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Womacks
Casino and Hotel (Cripple Creek)
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37 | % | 44 | % | 36 | % | 39 | % | ||||||||
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Century
Casino and Hotel (Central City)
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30 | % | 18 | % | 25 | % | 18 | % | ||||||||
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Century
Casino and Hotel (Edmonton)
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30 | % | - | 27 | % | - | ||||||||||
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The
Caledon (Caledon)
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42 | % | 41 | % | 40 | % | 41 | % | ||||||||
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Century
Casino and Hotel (Newcastle)
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24 | % | 32 | % | 32 | % | 33 | % | ||||||||
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Century
Casino Millennium (Prague)
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23 | % | 12 | % | 14 | % | 8 | % | ||||||||
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Cruise
Ships
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6 | % | 29 | % | 11 | % | 26 | % | ||||||||
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Corporate
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- | - | - | - | ||||||||||||
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Consolidated
Adjusted EBITDA Margin**
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24 | % | 23 | % | 23 | % | 25 | % | ||||||||
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Century
Casinos, Inc.
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Reconciliation
of Adjusted EBITDA* to Net Earnings (Unaudited)
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(Amounts
in thousands)
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For
the Three Months
Ended
September 30,
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For
the Nine Months
Ended
September 30,
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2007
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2006
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2007
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2006
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Net
Earnings
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$ | 1,949 | $ | 1,851 | $ | 4,532 | $ | 4,872 | ||||||||
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Minority
interest
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(170 | ) | (301 | ) | (822 | ) | (900 | ) | ||||||||
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Interest
income
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(85 | ) | (156 | ) | (802 | ) | (595 | ) | ||||||||
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Interest
expense
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1,649 | 1,320 | 5,280 | 1,777 | ||||||||||||
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Income
tax expense (benefit)
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27 | (67 | ) | 655 | 394 | |||||||||||
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Depreciation
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1,987 | 1,293 | 6,310 | 2,998 | ||||||||||||
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Pre-opening
expenses
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- | 379 | - | 1,214 | ||||||||||||
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Stock
compensation expense
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430 | 79 | 458 | 280 | ||||||||||||
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Impairments
and other write-offs, net of (recoveries)
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9 | (420 | ) | 34 | (405 | ) | ||||||||||
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Loss
(gain) on disposition of fixed assets
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73 | (1 | ) | 73 | 26 | |||||||||||
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Other
one-time items (1)
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6 | - | 145 | - | ||||||||||||
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Adjusted
EBITDA*
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$ | 5,875 | $ | 3,977 | $ | 15,863 | $ | 9,661 | ||||||||
(1) Other
one-time items includes losses associated with thefts at certain of our
properties of $6,000 and $145,000 for the three and
nine months
ended September 30, 2007, respectively.
ended September 30, 2007, respectively.
The
filing of this Form 8-K and the furnishing of the foregoing information pursuant
to Item 2.02 and 7.01 do not mean that such information is material or that
disclosure of such information is required. The information provided
in this Form 8-K shall be deemed to update and correct any oral or written
disclosures made by the Company subsequent to the Release that relates to the
information corrected herein.
The
foregoing information is being furnished under Item 2.02 “Results of Operations
and Financial Condition” and Item 7.01 Regulation FD Disclosure. Such
information shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such
filing.
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.
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Century
Casinos, Inc.
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(Registrant)
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Date: February
15, 2008
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By : /s/ Ray
Sienko
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Ray
Sienko
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Chief
Accounting Officer
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