Century Casinos - 10-Q quarterly report FY

þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 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

(Exact name of registrant as specified in its charter)

(Address of principal executive offices)

(Zip Code)

(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.

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.

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.

*****

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.

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:

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.

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.

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:

Source: Pacific Exchange Rate Service

The results of operations for the three months ended March 31, 2009 and 2008 are below (in thousands):

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.

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):

Earnings (losses) from operations by property for the three months ended March 31, 2009 and 2008 are summarized below (in thousands):

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):

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.

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 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 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.

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):

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 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 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.

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 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.

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):

Interest income is directly related to interest earned on our cash reserves.

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.

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.

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.

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.

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):

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.

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.

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.

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.

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.

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.

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.

Larry Hannappel

Senior Vice President (Principal Financial Officer)

Date: May 11, 2009