UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended
OR
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
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(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large Accelerated Filer ¨ |
| Accelerated Filer ¨ |
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| Smaller Reporting Company |
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| Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
INDEX
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Part I | FINANCIAL INFORMATION | Page |
3 | ||
| Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 | 3 |
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| 6 | |
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| Notes to Condensed Consolidated Financial Statements (Unaudited) | 8 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 | |
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Part II | OTHER INFORMATION | |
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PART I – FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
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| June 30, |
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| December 31, | |
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Amounts in thousands, except for share and per share information |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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Receivables, net |
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Prepaid expenses |
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Inventories |
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Other current assets |
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Total Current Assets |
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Property and equipment, net |
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Operating lease right-of-use assets, net |
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Goodwill |
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Intangible assets, net |
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Deferred income tax assets |
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Deposits and other |
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Total Assets |
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Current portion of long-term debt |
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Current portion of operating lease liabilities |
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Current portion of finance lease liabilities |
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Accounts payable |
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Accrued liabilities |
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Accrued payroll |
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Taxes payable |
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Total Current Liabilities |
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Long-term debt, net of current portion and deferred financing costs |
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Long-term financing obligation to VICI Properties, Inc. subsidiaries |
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Operating lease liabilities, net of current portion |
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Finance lease liabilities, net of current portion |
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Taxes payable and other |
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Deferred income tax liabilities |
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Total Liabilities |
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Commitments and Contingencies (Note 6) |
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(Deficit) Equity: |
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Preferred stock; $ |
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Common stock; $ |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Total Century Casinos, Inc. Shareholders' (Deficit) Equity |
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Non-controlling interests |
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Total (Deficit) Equity |
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Total Liabilities and (Deficit) Equity |
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See notes to unaudited condensed consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF LOSS (Unaudited)
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| For the three months |
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Amounts in thousands, except for per share information |
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Operating revenue: |
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Gaming |
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Pari-mutuel, sports betting and iGaming |
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Hotel |
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Food and beverage |
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Other |
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Net operating revenue |
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Operating costs and expenses: |
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Gaming |
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Pari-mutuel, sports betting and iGaming |
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Hotel |
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Food and beverage |
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Other |
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General and administrative |
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Depreciation and amortization |
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Total operating costs and expenses |
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Earnings from operations |
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Non-operating (expense) income: |
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Interest income |
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Interest expense |
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(Loss) gain on foreign currency transactions, cost recovery income and other (Note 1) |
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Non-operating (expense) income, net |
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Loss before income taxes |
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Income tax expense |
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Net loss |
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Net earnings attributable to non-controlling interests |
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Net loss attributable to Century Casinos, Inc. shareholders |
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Loss per share attributable to Century Casinos, Inc. shareholders: |
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Basic |
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Diluted |
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Weighted average shares outstanding - basic |
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Weighted average shares outstanding - diluted |
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See notes to unaudited condensed consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
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| For the three months |
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Amounts in thousands |
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Net loss |
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Other comprehensive income (loss) |
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Foreign currency translation adjustments, before and after tax |
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Other comprehensive income (loss) |
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Comprehensive loss |
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Comprehensive loss attributable to non-controlling interests |
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Net earnings attributable to non-controlling interests |
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Foreign currency translation adjustments |
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Comprehensive loss attributable to Century Casinos, Inc. shareholders |
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See notes to unaudited condensed consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF (DEFICIT) EQUITY (Unaudited)
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| For the three months |
| For the six months | ||||||||
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Amounts in thousands, except for share information |
| 2026 |
| 2025 |
| 2026 |
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Common Stock |
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Balance, beginning of period |
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Common stock repurchases |
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Balance, end of period |
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Additional Paid-in Capital |
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Balance, beginning of period |
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Stock-based compensation |
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Common stock repurchases (including incremental costs) |
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Balance, end of period |
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Accumulated Other Comprehensive Loss |
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Balance, beginning of period |
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Foreign currency translation adjustment |
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Balance, end of period |
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Accumulated Deficit |
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Balance, beginning of period |
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Net loss attributable to Century Casinos, Inc. shareholders |
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Balance, end of period |
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Total Century Casinos, Inc. Shareholders' (Deficit) Equity |
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Non-controlling Interests |
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Balance, beginning of period |
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Net earnings attributable to non-controlling interests |
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Foreign currency translation adjustment |
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Distributions to non-controlling interests |
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Balance, end of period |
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Total (Deficit) Equity |
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Common shares issued |
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Common shares repurchased and retired |
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See notes to unaudited condensed consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
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Amounts in thousands |
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Cash Flows from Operating Activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash from operating activities: |
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Depreciation and amortization |
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Operating lease expense |
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Paid in kind interest on financing obligation |
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Noncash amortization of prepaid insurance |
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Loss on disposition of fixed assets |
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Stock-based compensation expense |
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Amortization of deferred financing costs and discount on notes receivable |
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Deferred taxes |
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Changes in Operating Assets and Liabilities: |
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Receivables, net |
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Prepaid expenses and other assets |
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Accounts payable |
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Accrued liabilities and other long-term liabilities |
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Inventories |
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Accrued payroll |
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Taxes payable |
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Net cash provided by operating activities |
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Cash Flows from Investing Activities: |
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Purchases of property and equipment |
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Notes receivable proceeds |
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Purchase of intangible assets - casino license |
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Proceeds from disposition of assets |
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Net cash used in investing activities |
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Cash Flows from Financing Activities: |
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Proceeds from borrowings of long-term debt |
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Principal payments of long-term debt and finance leases |
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Proceeds from insurance financing |
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Repayments of insurance financing |
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Distributions to non-controlling interests |
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Common shares repurchased and retired |
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Net cash used in financing activities |
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Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash |
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Decrease in Cash, Cash Equivalents and Restricted Cash |
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Cash, Cash Equivalents and Restricted Cash at Beginning of Period |
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Cash, Cash Equivalents and Restricted Cash at End of Period |
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Supplemental Disclosure of Cash Flow Information: |
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Interest paid |
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Income taxes paid (net of refunds received) |
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Non-Cash Investing Activities: |
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Purchase of property and equipment on account |
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See notes to unaudited condensed consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The Company owns, operates and manages the following casinos through wholly-owned subsidiaries in North America:
Century Casino & Hotel Central City in Colorado (“Central City” or “CTL”)
Century Casino & Hotel Cripple Creek in Colorado (“Cripple Creek” or “CRC”)
Mountaineer Casino, Resort & Races in New Cumberland, West Virginia (“Mountaineer” or “MTR”) (1)
Century Casino & Hotel Cape Girardeau in Missouri (“Cape Girardeau” or “CCG”) (1)
Century Casino & Hotel Caruthersville in Missouri (“Caruthersville” or “CCV”) (1)
Nugget Casino Resort in Reno-Sparks, Nevada (“Nugget” or “NUG”) (2)
Rocky Gap Casino, Resort & Golf in Flintstone, Maryland (“Rocky Gap” or “ROK”) (1)
Century Casino & Hotel Edmonton in Alberta, Canada (“Century Resorts Alberta” or “CRA”) (1)
Century Casino St. Albert in St. Albert, Alberta, Canada (“St. Albert” or “CSA”) (1)
Century Mile Racetrack and Casino in Edmonton, Alberta, Canada (“Century Mile” or “CMR”) (1)
(1)Subsidiaries of VICI Properties Inc. (“VICI PropCo”), an unaffiliated third party, own the real estate assets underlying these properties, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, and subsidiaries of the Company lease these properties under a triple net master lease agreement (“Master Lease”) with subsidiaries of VICI PropCo.
(2)Smooth Bourbon, LLC (“Smooth Bourbon”), a
The Company’s Colorado, Missouri, West Virginia and Nevada subsidiaries have partnered with sports betting and iGaming operators to offer sports wagering and online betting through mobile apps. See below for more information about Missouri sports betting.
The Company has a controlling financial interest through its wholly-owned subsidiary Century Resorts Management GmbH (“CRM”) in the following majority-owned subsidiaries:
The Company owns
The Company owns
Through its wholly-owned subsidiary Century Nevada Acquisition, Inc., the Company has a
Other Projects and Developments
Sports Betting – Missouri
The Company has partnered with BetMGM, LLC (“BetMGM”) to operate an online and mobile sports betting application and retail sportsbook at its Cape Girardeau location under the Company’s license in Missouri. The agreement with BetMGM includes a percentage of net gaming revenue payable to the Company, with a guaranteed minimum. Sports betting began in Missouri on December 1, 2025.
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, the rules and regulations of the Securities and Exchange Commission, which apply to interim financial statements, and the instructions to Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated.
In the opinion of management, all adjustments considered necessary for the 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
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| June 30, |
| December 31, | ||
Amounts in thousands |
| 2026 |
| 2025 | ||
Cash and cash equivalents |
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Restricted cash included in deposits and other |
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Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows |
| $ |
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The exchange rates to the US dollar used to translate balances at the end of the reported periods are as follows:
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| As of June 30, |
| As of December 31, |
Ending Rates |
| 2026 |
| 2025 |
Canadian dollar (CAD) |
|
| ||
Euros (EUR) |
|
| ||
Polish zloty (PLN) |
|
|
The average exchange rates to the US dollar used to translate balances during each reported period are as follows:
|
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|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
| For the six months |
|
| ||||
|
| ended June 30, |
|
|
| ended June 30, |
|
| ||||
Average Rates |
| 2026 |
| 2025 |
| % Change |
| 2026 |
| 2025 |
| % Change |
Canadian dollar (CAD) |
|
|
|
|
|
| ||||||
Euros (EUR) |
|
|
|
|
|
| ||||||
Polish zloty (PLN) |
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| ||||||
Source: Xe Currency Converter |
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| ||||||||
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). The objective of ASU 2024-03 is to disaggregate the disclosure of expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. In January 2025, the FASB issued ASU 2025-01, Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2025-01 clarified that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods with annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-3 is permitted. The standard can be adopted prospectively or retrospectively. The Company is currently analyzing the additional disclosure requirements of ASU 2024-03 and the impact of adoption on the Company’s financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). The objective of ASU 2025-11 is to improve the navigability of the interim reporting guidance in Accounting Standard Codification 270 “Interim Reporting” (“ASC 270”) and to clarify when ASC 270 applies. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2025-11 is permitted. The Company is currently analyzing ASU 2025-11 and the impact of adoption on the Company's interim financial statements.
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements or notes thereto.
Goodwill
Goodwill represents the future economic benefits of a business combination to the extent that the purchase price exceeds the fair value of the net identified tangible and intangible assets acquired and liabilities assumed. The Company determines the estimated fair value of the net identified tangible and intangible assets acquired and liabilities assumed after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management.
The Company tests goodwill for impairment as of October 1 each year, or more frequently as circumstances indicate it is necessary. The reportable segments with goodwill balances as of June 30, 2026 included Canada and Poland. For the quantitative goodwill impairment test, the current fair value of each reporting unit with goodwill balances is estimated using a combination of (i) the income approach using the discounted cash flow method for projected revenue, EBITDA and working capital, (ii) the market approach observing the price at which comparable companies or shares of comparable companies are bought or sold, and (iii) fair value measurements using either quoted market price or an estimate of fair value using a present value technique. The cost approach, estimating the cost of reproduction or replacement of an asset, was considered but not used because it does not adequately capture an operating company’s intangible value. If the carrying value of a reporting unit exceeds its estimated fair value, the Company will recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. The impairment analysis requires management to make estimates about future operating results, valuation multiples and discount rates and assumptions based on historical data and consideration of future market conditions. Changes in the assumptions can materially affect these estimates. Given the uncertainty inherent in any projection, actual results may differ from the estimates and assumptions used, or conditions may change, which could result in additional impairment charges in the future. Such impairments could be material. During the 2025 annual impairment testing, the Company performed a qualitative goodwill impairment test of each reporting unit with goodwill balances using a combination of (i) actual results compared to previously forecast estimates and (ii) analysis of the markets in which the casinos operate.
Changes in the carrying amount of goodwill are as follows:
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
| Canada |
| Poland |
| Total | |||
Gross Carrying Value |
|
|
|
|
|
|
|
|
|
As of January 1, 2026 |
| $ |
| $ |
| $ | |||
Currency translation |
|
| ( |
|
| ( |
|
| ( |
As of June 30, 2026 |
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
Accumulated impairment losses |
|
|
|
|
|
|
|
|
|
As of January 1, 2026 |
| $ | ( |
| $ |
| $ | ( | |
As of June 30, 2026 |
|
| ( |
|
|
|
| ( | |
|
|
|
|
|
|
|
|
|
|
Net carrying value |
|
|
|
|
|
|
|
|
|
At January 1, 2026 |
| $ |
| $ |
| $ | |||
At June 30, 2026 |
|
|
|
|
|
| |||
Intangible Assets
The Company tests its indefinite-lived intangible assets as of October 1 each year, or more frequently as circumstances indicate it is necessary. The fair value is determined primarily using the multi-period excess earnings methodology and the relief from royalty method under the income approach. During the 2025 annual impairment testing, the Company performed a qualitative impairment test of each reporting unit with indefinite-lived intangible assets using a combination of (i) actual results compared to previously forecast estimates and (ii) analysis of the markets in which the casinos operate. The Company evaluates its finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If there is an indication of impairment, determined by the excess of the carrying value in relation to anticipated undiscounted future cash flows, the carrying amount of the asset is written down to its estimated fair value by recording an impairment charge.
Intangible assets at June 30, 2026 and December 31, 2025 consisted of the following:
|
|
|
|
|
|
|
|
|
| June 30, |
|
| December 31, |
Amounts in thousands |
| 2026 |
| 2025 | ||
Finite-lived |
|
|
|
|
|
|
Casino licenses |
| $ | |
| $ | |
Less: accumulated amortization |
|
| ( |
|
| ( |
|
|
| |
|
| |
Trademarks |
|
| |
|
| |
Less: accumulated amortization |
|
| ( |
|
| ( |
|
|
| |
|
| |
Player's club lists |
|
| |
|
| |
Less: accumulated amortization |
|
| ( |
|
| ( |
|
|
| |
|
| |
Total finite-lived intangible assets, net |
|
| |
|
| |
Indefinite-lived |
|
|
|
|
|
|
Casino licenses |
|
| |
|
| |
Trademarks |
|
| |
|
| |
Total indefinite-lived intangible assets |
|
| |
|
| |
Total intangible assets, net |
| $ | |
| $ | |
Trademarks
The Company currently owns
Trademarks: Finite-Lived
The Company has determined that each of the Mountaineer and Rocky Gap trademarks, reported in the US East segment, and the Nugget trademark, reported in the US West segment, have a useful life of
Changes in the carrying amount of the finite-lived trademarks are as follows:
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at |
|
| Amortization |
|
| Balance at June 30, 2026 |
US East |
| $ |
| $ | ( |
| $ | ||
US West |
|
|
|
| ( |
|
| ||
Total |
| $ |
| $ | ( |
| $ | ||
|
|
|
|
|
|
|
|
|
|
As of June 30, 2026, estimated amortization expense of the finite-lived trademarks over the next five years and thereafter was as follows:
|
|
|
|
Amounts in thousands |
|
|
|
2026 |
| $ | |
2027 |
|
| |
2028 |
|
| |
2029 |
|
| |
2030 |
|
| |
Thereafter |
|
| |
Total |
| $ | |
Trademark amortization expense was $
Trademarks: Indefinite-Lived
The Company has determined that the Casinos Poland trademark, reported in the Poland segment, and the Century Casinos trademark, presented in the table below as Corporate and Other for reconciliation purposes, have indefinite useful lives and therefore the Company does not amortize these trademarks. Costs incurred to renew trademarks that are indefinite-lived are expensed over the renewal period as general and administrative expenses on the Company’s condensed consolidated statements of loss.
Changes in the carrying amount of the indefinite-lived trademarks are as follows:
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at January 1, 2026 |
|
| Currency translation |
|
| Balance at June 30, 2026 |
Poland |
| $ |
| $ | ( |
| $ | ||
Corporate and Other |
|
|
|
|
|
| |||
Total |
| $ |
| $ | ( |
| $ | ||
|
|
|
|
|
|
|
|
|
|
Casino Licenses: Finite-Lived
As of June 30, 2026, Casinos Poland had
Changes in the carrying amount of the Casinos Poland licenses are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at January 1, 2026 |
|
| Amortization |
|
| Currency translation |
|
| Balance at June 30, 2026 |
Poland |
| $ |
| $ | ( |
| $ | ( |
| $ | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2026, estimated amortization expense for the CPL casino licenses over the next five years and thereafter was as follows:
|
|
|
|
Amounts in thousands |
|
|
|
2026 |
| $ | |
2027 |
|
| |
2028 |
|
| |
2029 |
|
| |
2030 |
|
| |
Thereafter |
|
| |
Total |
| $ |
These estimates do not reflect the impact of future foreign exchange rate changes or the continuation of the licenses following their expiration. Casino license amortization expense was $
license, there is no guarantee a new license will be awarded prior to the expiration of the current license or at all. Casinos Poland was awarded a second license in the city of Wroclaw in March 2025 and opened the casino in February 2026.
Casino Licenses: Indefinite-Lived
The Company has determined that the casino licenses from the West Virginia Lottery Commission, the Missouri Gaming Commission, the Nevada Gaming Commission (held by Smooth Bourbon), and the Alberta Gaming, Liquor and Cannabis Commission (“AGLC”) and Horse Racing Alberta are indefinite-lived. Costs incurred to renew licenses that are indefinite-lived are expensed over the renewal period to general and administrative expenses on the Company’s condensed consolidated statements of loss. Changes in the carrying amount of the licenses are as follows:
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at |
|
| Currency translation |
|
| Balance at June 30, 2026 |
US East |
| $ |
| $ |
| $ | |||
US Midwest |
|
|
|
|
|
| |||
US West |
|
|
|
|
|
| |||
Canada |
|
|
|
| ( |
|
| ||
Total |
| $ |
| $ | ( |
| $ | ||
|
|
|
|
|
|
|
|
|
|
Player’s Club Lists
The Company has determined that the player’s club lists, reported in the US East, US Midwest and US West segments, have useful lives of to
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at |
|
| Amortization |
|
| Balance at June 30, 2026 |
US East |
| $ |
| $ | ( |
| $ | ||
US Midwest |
|
|
|
| ( |
|
| ||
US West |
|
|
|
| ( |
|
| ||
Total |
| $ |
| $ | ( |
| $ | ||
|
|
|
|
|
|
|
|
|
|
As of June 30, 2026, estimated amortization expense for the player’s club lists over the next five years and thereafter was as follows:
|
|
|
|
Amounts in thousands |
|
|
|
2026 |
| $ | |
2027 |
|
| |
2028 |
|
| |
2029 |
|
| |
2030 |
|
| |
Thereafter |
|
| |
Total |
| $ |
Long-term debt and the weighted average interest rates as of June 30, 2026 and December 31, 2025 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
| June 30, 2026 |
| December 31, 2025 | ||||||||
Goldman Term Loan |
| $ |
|
|
| $ |
|
| ||||
CPL Credit Agreement |
|
|
|
|
|
| |
|
| |||
CPL Credit Facility |
|
|
|
|
|
| |
|
| |||
Total principal |
| $ | |
|
|
| $ | |
|
| ||
Deferred financing costs |
|
| ( |
|
|
|
|
| ( |
|
|
|
Total long-term debt |
| $ | |
|
|
|
| $ | |
|
|
|
Less: current portion |
|
| ( |
|
|
|
|
| ( |
|
|
|
Long-term portion |
| $ | |
|
|
|
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goldman Credit Agreement
On April 1, 2022, the Company entered into the Goldman Credit Agreement by and among the Company, as borrower, the subsidiary guarantors party thereto, Goldman Sachs Bank USA, as administrative agent and collateral agent, Goldman Sachs Bank USA and BOFA Securities, Inc., as joint lead arrangers and joint bookrunners, and the Lenders and L/C Lenders party thereto. The Goldman Credit Agreement provides for the $
The Goldman Term Loan matures on
Borrowings under the Goldman Credit Agreement bear interest at a rate equal to, at the Company’s option, either (a) the Adjusted Term SOFR (as defined in the Goldman Credit Agreement), plus an applicable margin (each loan, being a “SOFR Loan”), or (b) the ABR (as defined in the Goldman Credit Agreement), plus an applicable margin (each loan, being a “ABR Loan”). The applicable margin for the Goldman Term Loan is
In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Facility a commitment fee in respect of any unused commitments under the Revolving Facility at a per annum rate of
The Goldman Credit Agreement requires the Company to prepay the Goldman Term Loan, subject to certain exceptions, with:
•
•
The Goldman Credit Agreement provides that the Goldman Term Loan may be prepaid without a premium or penalties. There were no prepayments for the three and six months ended June 30, 2026.
The borrowings under the Goldman Credit Agreement are guaranteed by the material subsidiaries of the Company, subject to certain exceptions (including the exclusion of the Company’s non-domestic subsidiaries), and are secured by a pledge (and, with respect to real property, mortgage) of substantially all of the existing and future property and assets of the Company and the guarantors, subject to certain exceptions.
The Goldman Credit Agreement contains customary representations and warranties, affirmative, negative and financial covenants, and events of default. All future borrowings under the Goldman Credit Agreement are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties. If the Company has aggregate outstanding revolving loans, swingline loans, and letters of credit greater than $
Deferred financing costs consist of the Company’s costs related to financings. Amortization expenses relating to the Goldman Credit Agreement were $
On April 29, 2026, the Company and Brigade Capital Management, LP (“Brigade”) entered into a letter agreement (the “Side Letter Agreement”) and a nomination and standstill agreement (the “Nomination Agreement”). Pursuant to the Nomination Agreement, Mitchell Etess was appointed to the Company’s Board of Directors (the “Board”) and was approved as a Class II director of the Board at the 2026 annual meeting of stockholders. The Nomination Agreement provides that Brigade will not, subject to certain limited exceptions, make a business combination or purchase proposal for the Company or take any action in support of or make any public proposal with respect to controlling or influencing the Company’s management, the Board, or the Company’s policies or purchase any of the Company’s common stock. The standstill provisions of the Nomination Agreement have a term of nine months or a potentially earlier date, subject to certain terms and conditions. The Side Letter Agreement provides that, if the Company conducts an auction to purchase term loans issued under the Goldman Credit Agreement, Brigade and certain of its affiliates will, subject to certain terms and conditions, tender up to $
Casinos Poland Credit Facility and Credit Agreement
As of June 30, 2026, CPL had a short-term line of credit (the “CPL Credit Facility”) with mBank S.A. (“mBank”) used to finance current operations. The CPL Credit Facility was amended on June 19, 2026 to extend the line of credit borrowing capacity of PLN
As of June 30, 2026, CPL also had a credit agreement with mBank (the “CPL Credit Agreement”) that was used to construct the casino at the Company’s second location in Wroclaw. The CPL Credit Agreement was amended in February 2026 to update the maximum borrowing amount to PLN
ratios. CPL was not in compliance with all applicable financial covenants under the CPL Credit Agreement as of June 30, 2026. The violation of the covenant allows the lender to increase the interest rate by
Under Polish gaming law, CPL is required to maintain PLN
Century Resorts Management
CRM previously had a EUR
As of June 30, 2026, scheduled repayments related to long-term debt were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
| Goldman Term Loan |
| CPL Credit Agreement |
| CPL Credit Facility (1) |
| Total | ||||
2026 |
| $ |
| $ |
| $ |
| $ | ||||
2027 |
|
|
|
|
|
|
|
| ||||
2028 |
|
|
|
|
|
|
|
| ||||
2029 |
|
|
|
|
|
|
|
| ||||
Thereafter |
|
| — |
|
|
|
|
|
| — | ||
Total |
| $ |
| $ |
| $ |
| $ | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
In December 2019, certain subsidiaries of the Company (collectively, the “Tenant”) and certain subsidiaries of VICI PropCo (collectively, the “Landlord”) entered into a sale and leaseback transaction in connection with the acquisition of the Company’s West Virginia and Missouri properties and entered into the Master Lease to lease the real estate assets. See Note 1 for a list of the Company’s subsidiaries and properties under the Master Lease.
The Master Lease has been modified as follows:
In December 2022, an amendment provided for (i) modifications with respect to certain project work to be done by the Company related to Century Casino Caruthersville, (ii) modifications to rent under the Master Lease to provide for an increase in initial annualized rent of approximately $
In July 2023, an amendment (i) added Rocky Gap to the Master Lease, (ii) increased initial annualized rent by approximately $
In September 2023, an amendment (i) added the Century Canadian properties to the Master Lease, (ii) increased initial annualized rent by approximately CAD
The Master Lease does not transfer control of the properties under the Master Lease to VICI PropCo subsidiaries. The Company accounts for the transaction as a failed sale-leaseback financing obligation. When cash proceeds are exchanged, a failed sale-leaseback financing obligation is equal to the proceeds received for the assets that are sold and then leased back. The value of
the failed sale-leaseback financing obligations recognized in this transaction was determined to be the fair value of the leased real estate assets. In subsequent periods, a portion of the periodic payment under the Master Lease will be recognized as interest expense with the remainder of the payment reducing the failed sale-leaseback financing obligation using the effective interest method. The failed sale-leaseback obligations will not be reduced to less than the net book value of the leased real estate assets as of the end of the lease term.
The fair values of the real estate assets and the related failed sale-leaseback financing obligation were estimated based on the present value of the estimated future payments over the term plus renewal options of
The Master Lease provides for the lease of land, buildings, structures and other improvements on the land, easements and similar appurtenances to the land and improvements relating to the operations of the leased properties. The Master Lease had an initial term of
The Master Lease has a triple-net structure, which requires the Tenant to pay substantially all costs associated with the Company’s properties that are subject to the Master Lease, including real estate taxes, insurance, utilities, maintenance and operating costs. The Master Lease contains certain covenants, including minimum capital improvement expenditures. The Company has provided a guarantee of the Tenant’s obligations under the Master Lease.
The rent under the Master Lease currently escalates at the greater of either
The estimated future payments in the table below include payments and adjustments to reflect estimated payments as described in the Master Lease, including the Base Rent Escalator of
|
|
|
|
Amounts in thousands |
|
|
|
2026 |
| $ | |
2027 |
|
| |
2028 |
|
| |
2029 |
|
| |
2030 |
|
| |
Thereafter |
|
| |
Total payments |
|
| |
Residual value |
|
| |
Less: imputed interest |
|
| ( |
Total |
| $ | |
Total payments and interest expense related to the Master Lease for the three and six months ended June 30, 2026 and 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
| For the six months ended | ||||||||
|
| June 30, |
| June 30, | ||||||||
Amounts in thousands |
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
Payments made per Master Lease |
| $ | |
| $ | |
| $ | |
| $ | |
CPI increase |
|
| |
|
| |
|
| |
|
| |
Total payments made including CPI increase |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for principal (1) |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
Cash paid for interest (2) |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
| $ | |
| $ | |
| $ | |
| $ | |
(1)For the initial periods of the Master Lease, cash payments are less than the interest expense recognized, which causes the financing obligation to increase.
(2)Includes deferred cash payments of $
Litigation – From time to time, the Company is subject to various legal proceedings arising from normal business operations. Based on management’s knowledge, the Company does not expect the outcome of such currently pending or threatened proceedings, either individually or in the aggregate, to have a material effect on its financial position, cash flows or results of operations.
Termination Expenses (Austria) – In May 2026, the Company provided notices of termination to two executives of the Company. The notices of termination were effective May 15, 2026, and each employee will remain employed by the Company through September 15, 2026 pursuant to local notice requirements.
Each termination is being deemed a termination without cause under the respective executive’s employment agreement. In connection with their separations, subject to each executive entering into a customary release, each executive is entitled to payments and benefits for a termination without cause. Termination expenses were recorded to general and administrative expenses on the Company’s condensed consolidated statements of loss for the three and six months ended June 30, 2026.
A reconciliation of the liability in connection with the terminations as of June 30, 2026 is presented below.
|
|
|
|
Amounts in thousands |
|
|
|
Balance as of January 1, 2026 |
| $ | |
Termination expenses |
|
| |
Currency translation |
|
| ( |
Balance as of June 30, 2026 |
| $ | |
|
|
|
|
Income tax expense or benefits are recorded relative to the jurisdictions that recognize book earnings. For the six months ended June 30, 2026, the Company recognized income tax expense of $
For the six months ended June 30, 2026, the Company computed an annual effective tax rate using forecasted information. Based on current forecasts, the Company’s effective tax rate is expected to be highly sensitive to changes in earnings. The Company concluded that computing its effective tax rate using forecasted information would be appropriate in estimating tax expense for the six months ended June 30, 2026.
A number of items caused the effective income tax rate for the six months ended June 30, 2026 to differ from the US federal statutory income tax rate of
During the first quarter of 2026, the Company established a valuation allowance against the net deferred tax assets of CPL, due to recent cumulative losses. This resulted in an increase to income tax expense of $
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA extends and makes permanent several key provisions of the Tax Cuts and Jobs Act of 2017 previously set to expire at the end of 2025. This new legislation also introduces modifications to international taxation. The Company does not anticipate material US cash taxes in 2025, and this legislation confirms the Company’s ability to maintain minimal US cash taxes for 2026. The Company does not anticipate the OBBBA will have a material impact on its income tax expense for 2026.
Loss per Share
The calculation of basic loss per share considers only weighted average outstanding common shares in the computation. The calculation of diluted earnings per share gives effect to all potentially dilutive stock options. The calculation of diluted earnings per share is based upon the weighted average number of common shares outstanding during the period, plus, if dilutive, the assumed exercise of stock options using the treasury stock method. Weighted average shares outstanding for the three and six months ended June 30, 2026 and 2025 were as follows:
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
| For the six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
Amounts in thousands |
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
Weighted average common shares, basic |
|
|
|
|
|
|
|
| ||||
Dilutive effect of stock options |
|
| — |
|
| — |
|
| — |
|
| — |
Weighted average common shares, diluted |
|
|
|
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The following stock options are anti-dilutive and have not been included in the weighted average shares outstanding calculation:
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| For the three months |
| For the six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
Amounts in thousands |
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
Stock options |
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| |
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| | ||
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Common Stock Repurchase Program
Since March 2000, the Company has had a discretionary program to repurchase its outstanding common stock. Beginning in May 2025, the Company entered into 10b5-1 trading plans (the “Plans”) for the purpose of repurchasing shares of the Company’s outstanding common stock in accordance with the share repurchase program previously authorized by the Board. The Plans are intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Repurchases of common stock under the Plans are being administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plans.
Fair Value Measurements
The Company follows fair value measurement authoritative accounting guidance for all assets and liabilities measured at fair value. That authoritative accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Market or observable inputs are the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. The fair value hierarchy for grouping these assets and liabilities is based on the significance level of the following inputs:
Level 1 – quoted prices in active markets for identical assets or liabilities
Level 2 – quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable
Level 3 – significant inputs to the valuation model are unobservable
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were
Non-Recurring Fair Value Measurements
The Company applies the provisions of the fair value measurement standard to its non-recurring, non-financial assets and liabilities measured at fair value. There were
Debt – The carrying value of the Goldman Credit Agreement approximates fair value based on variable interest paid on the obligation. The estimated fair value of the outstanding balance under the Goldman Credit Agreement is designated as a Level 2 measurement in the fair value hierarchy based on quoted prices in active markets for similar liabilities. The carrying value of the CPL Credit Facility approximates fair value due to the short-term nature of the agreement. The carrying value of the CPL Credit Agreement approximates fair value based on the recently negotiated terms and variable interest paid on the obligation. The carrying values of the Company’s finance lease obligations approximate fair value based on the similar terms and conditions currently available to the Company in the marketplace for similar financings.
Other Estimated Fair Value Measurements – The estimated fair value of the Company’s other assets and liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, have been determined to approximate carrying value based on the short-term nature of those financial instruments. The Company had $
The Company derives revenue and other income from contracts with customers and financial instruments. A breakout of the Company’s derived revenue and other income is presented in the table below.
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| For the three months |
| For the six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
Amounts in thousands |
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
Revenue from contracts with customers |
| $ |
| $ |
| $ |
| $ | ||||
Cost recovery income |
|
| — |
|
|
|
| — |
|
| ||
Total revenue |
| $ |
| $ |
| $ |
| $ | ||||
The Company operates gaming establishments as well as related lodging, restaurant, horse racing (including off-track betting), sports betting, iGaming, and entertainment facilities around the world. The Company generates revenue at its properties by providing the following types of products and services: gaming, pari-mutuel and sports betting, iGaming, hotel, food and beverage, and other.
Disaggregation of the Company’s revenue from contracts with customers by type of revenue and reportable segment is presented in the tables below.
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| For the three months ended June 30, 2026 | |||||||||||||||||||
Amounts in thousands |
| US |
|
| US Midwest |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Gaming | $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
Pari-mutuel, sports betting and iGaming |
|
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|
|
|
| — |
|
| — |
|
| |||||
Hotel |
|
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|
|
| — |
|
| — |
|
| |||||
Food and beverage |
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|
|
|
|
| — |
|
| ||||||
Other |
|
|
|
|
|
|
|
|
|
|
| — |
|
| ||||||
Net operating revenue | $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
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(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
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| For the three months ended June 30, 2025 | |||||||||||||||||||
Amounts in thousands |
| US |
|
| US Midwest |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Gaming | $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
Pari-mutuel, sports betting and iGaming |
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| |||||
Hotel |
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| |||||
Food and beverage |
|
|
|
|
|
|
|
|
|
|
| — |
|
| ||||||
Other |
|
|
|
|
|
|
|
|
|
|
| — |
|
| ||||||
Net operating revenue | $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
|
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|
|
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|
(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
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| For the six months ended June 30, 2026 | |||||||||||||||||||
Amounts in thousands |
| US |
|
| US Midwest |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Gaming | $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
Pari-mutuel, sports betting and iGaming |
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| |||||
Hotel |
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| |||||
Food and beverage |
|
|
|
|
|
|
|
|
|
|
| — |
|
| ||||||
Other |
|
|
|
|
|
|
|
|
|
|
| — |
|
| ||||||
Net operating revenue | $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
|
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| For the six months ended June 30, 2025 | |||||||||||||||||||
Amounts in thousands |
| US |
|
| US Midwest |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Gaming | $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
Pari-mutuel, sports betting and iGaming |
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| |||||
Hotel |
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| |||||
Food and beverage |
|
|
|
|
|
|
|
|
|
|
| — |
|
| ||||||
Other |
|
|
|
|
|
|
|
|
|
|
| — |
|
| ||||||
Net operating revenue | $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
For the majority of the Company’s contracts with customers, payment is made in advance of the services and contracts are settled on the same day the sale occurs with revenue recognized on the date of the sale. For contracts that are not settled, a contract liability is created.
The amount of revenue recognized that was included in the opening contract liability balance was $
Activity in the Company’s receivables and contract liabilities is presented in the tables below.
|
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|
|
|
| For the three months ended |
| For the three months ended | ||||||||
|
| June 30, 2026 |
| June 30, 2025 | ||||||||
Amounts in thousands |
| Receivables |
| Contract Liabilities |
| Receivables |
| Contract Liabilities | ||||
Opening |
| $ |
| $ |
| $ |
| $ | ||||
Closing |
|
|
|
|
|
|
|
| ||||
(Decrease) Increase |
| $ | ( |
| $ | ( |
| $ |
| $ | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended |
| For the six months ended | ||||||||
|
| June 30, 2026 |
| June 30, 2025 | ||||||||
Amounts in thousands |
| Receivables |
| Contract Liabilities |
| Receivables |
| Contract Liabilities | ||||
Opening |
| $ |
| $ |
| $ |
| $ | ||||
Closing |
|
|
|
|
|
|
|
| ||||
Increase (Decrease) |
| $ |
| $ |
| $ | ( |
| $ | |||
Receivables are included in accounts receivable and contract liabilities are included in accrued liabilities on the Company’s condensed consolidated balance sheets.
The Company determines if an arrangement is a lease at inception. The right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate in each of the jurisdictions in which its subsidiaries operate to calculate the present value of lease payments. Lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that the Company will exercise those options. Operating lease expense is recorded on a straight-line basis over the lease term. The Company accounts for lease agreements with lease and non-lease components as a single lease component for all asset classes. The Company does not establish ROU assets or lease liabilities for operating leases with terms of
The components of lease expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
| For the six months ended | ||||||||
|
| June 30, |
| June 30, | ||||||||
Amounts in thousands |
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
Operating lease expense |
| $ | |
| $ | |
| $ | |
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of right-of-use assets |
| $ | |
| $ | |
| $ | |
| $ | |
Interest on lease liabilities |
|
| |
|
| |
|
| |
|
| |
Total finance lease expense |
| $ | |
| $ | |
| $ | |
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term lease expense |
| $ | |
| $ | |
| $ | |
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable lease expense |
| $ | |
| $ | |
| $ | |
| $ | |
Variable lease expense relates primarily to rates based on changes in indexes that are excluded from the lease liability and fluctuations in foreign currency related to leases in Poland.
Supplemental cash flow information related to leases was as follows:
|
|
|
|
|
|
|
|
| For the six months ended | ||||
|
| June 30, | ||||
Amounts in thousands |
| 2026 |
| 2025 | ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
Operating cash flows from finance leases |
| $ |
| $ | ||
Operating cash flows from operating leases |
|
|
|
| ||
Financing cash flows from finance leases |
|
|
|
| ||
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for operating lease liabilities |
| $ |
| $ | ||
Right-of-use assets obtained in exchange for finance lease liabilities |
| $ | — |
| $ | |
|
|
|
|
|
|
|
Supplemental balance sheet information related to leases was as follows:
|
|
|
|
|
|
|
|
| As of |
| As of | ||
Amounts in thousands |
| June 30, 2026 |
| December 31, 2025 | ||
Operating leases |
|
|
|
|
|
|
Operating lease right-of-use assets, net |
| $ | |
| $ | |
|
|
|
|
|
|
|
Current portion of operating lease liabilities |
|
| |
|
| |
Operating lease liabilities, net of current portion |
|
| |
|
| |
Total operating lease liabilities |
|
| |
|
| |
|
|
|
|
|
|
|
Finance leases |
|
|
|
|
|
|
Finance lease right-of-use assets, gross |
|
| |
|
| |
Accumulated depreciation |
|
| ( |
|
| ( |
Property and equipment, net |
|
| |
|
| |
|
|
|
|
|
|
|
Current portion of finance lease liabilities |
|
| |
|
| |
Finance lease liabilities, net of current portion |
|
| |
|
| |
Total finance lease liabilities |
|
| |
|
| |
|
|
|
|
|
|
|
Weighted-average remaining lease term |
|
|
|
|
|
|
Operating leases |
|
|
|
| ||
Finance leases |
|
|
|
| ||
|
|
|
|
|
|
|
Weighted-average discount rate |
|
|
|
|
|
|
Operating leases |
|
|
|
| ||
Finance leases |
|
|
|
| ||
Maturities of lease liabilities as of June 30, 2026 were as follows:
|
|
|
|
|
|
|
Amounts in thousands |
|
| Operating Leases |
| Finance Leases | |
2026 |
| $ | |
| $ | |
2027 |
|
| |
|
| |
2028 |
|
| |
|
| |
2029 |
|
| |
|
| |
2030 |
|
| |
|
|
|
Thereafter |
|
| |
|
|
|
Total lease payments |
|
| |
|
| |
Less: imputed interest |
|
| ( |
|
| ( |
Total |
| $ | |
| $ | |
During the fourth quarter of 2025, due to changes in expected long-term future economic characteristics, the Company determined that the aggregation of operating segments within the United States reportable segment was no longer appropriate. As a result, the Company reorganized its reportable segments to provide greater specificity within the United States. Although the Company’s consolidated results of operations, financial position and cash flows were not impacted, the Company has updated the segment disclosures for prior periods to reflect the new reporting structure.
The Company reports its financial performance in
The Company’s chief operating decision maker is a management function comprised of
within the annual budget and forecasting process when making decisions about the allocation of operating and capital resources to each segment;
to evaluate monthly results compared to budget which are used in assessing segment performance;
to determine whether to invest in growth projects in the segment; and
to determine initiatives such as acquisitions or deleveraging.
The table below provides information about the aggregation of the Company’s reporting units and operating segments into reportable segments:
|
|
Reportable Segment and | Reporting Unit |
US East | |
| |
US Midwest | |
| |
| |
| |
US West | |
Canada | |
| |
| |
| |
Poland |
(1)The real estate assets, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, are owned by VICI PropCo and leased under the Master Lease.
Adjusted EBITDAR
Adjusted EBITDAR is a non-US GAAP measure defined as net (loss) earnings attributable to Century Casinos, Inc. shareholders before interest expense (income), net, income taxes (benefit), depreciation, amortization, non-controlling interest earnings (loss) and transactions, pre-opening expenses, termination expenses, acquisition costs, non-cash stock-based compensation charges, asset impairment costs, (gain) loss on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions, cost recovery income and other, gain on business combination and certain other one-time transactions. Expense related to the Master Lease is included in the interest expense (income), net line item. Intercompany transactions consisting primarily of management and royalty fees and interest, along with their related tax effects, are excluded from the presentation of net (loss) earnings attributable to Century Casinos, Inc. shareholders and Adjusted EBITDAR reported for each segment. Non-cash stock-based compensation expense is presented under Corporate and Other in the tables below as the expense is not allocated to reportable segments when reviewed by the Company’s chief operating decision makers. Not all of the aforementioned items occur in each reporting period, but have been included in the definition based on historical activity. These adjustments have no effect on the consolidated results as reported under US GAAP. Adjusted EBITDAR is not considered a measure of performance recognized under US GAAP.
The following tables provide information regarding the Company’s reportable segments:
|
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|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended June 30, 2026 | ||||||||||||||||||||
Amounts in thousands |
|
| US |
|
| US |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net operating revenue |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating expenses (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gaming tax expense |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
|
| ||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Segment Adjusted EBITDAR |
| $ |
| $ |
| $ |
| $ |
| $ |
|
|
|
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating benefits (costs) and other income (expenses): |
|
|
|
|
|
| |||||||||||||||
Corporate and other expenses (3) |
|
|
|
| $ | ( | |||||||||||||||
Interest income |
|
|
|
|
| ||||||||||||||||
Interest expense (4) |
|
|
|
|
| ( | |||||||||||||||
Depreciation and amortization |
|
|
|
|
| ( | |||||||||||||||
Non-cash stock-based compensation |
|
|
|
|
| ( | |||||||||||||||
Gain on foreign currency transactions, cost recovery income and other |
|
|
|
|
| ||||||||||||||||
Loss on disposition of fixed assets |
|
|
|
|
| ( | |||||||||||||||
Loss before income taxes |
|
|
|
|
| ( | |||||||||||||||
Income tax expense |
|
|
|
|
| ( | |||||||||||||||
Net loss |
|
|
|
| $ | ( | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
(2)Operating expenses include professional services, supplies, maintenance, utilities and other expenses not otherwise categorized in this table.
(3)Includes $
(4)Interest expense primarily relates to the Master Lease and the Goldman Credit Agreement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended June 30, 2025 | ||||||||||||||||||||
Amounts in thousands |
|
| US |
|
| US |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net operating revenue |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating expenses (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gaming tax expense |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
|
| ||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Pre-opening and termination expenses |
|
| — |
|
| — |
|
| — |
|
| — |
|
| ( |
|
|
|
|
|
|
Segment Adjusted EBITDAR |
| $ |
| $ |
| $ |
| $ |
| $ |
|
|
|
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating benefits (costs) and other income (expenses): |
|
|
|
|
|
| |||||||||||||||
Corporate and other expenses |
|
|
|
| $ | ( | |||||||||||||||
Interest income |
|
|
|
|
| ||||||||||||||||
Interest expense (3) |
|
|
|
|
| ( | |||||||||||||||
Depreciation and amortization |
|
|
|
|
| ( | |||||||||||||||
Non-cash stock-based compensation |
|
|
|
|
| ( | |||||||||||||||
Gain on foreign currency transactions, cost recovery income and other (4) |
|
|
|
|
| ||||||||||||||||
Loss on disposition of fixed assets |
|
|
|
|
| ( | |||||||||||||||
Pre-opening and termination expenses |
|
|
|
|
| ( | |||||||||||||||
Loss before income taxes |
|
|
|
|
| ( | |||||||||||||||
Income tax expense |
|
|
|
|
| ( | |||||||||||||||
Net loss |
|
|
|
| $ | ( | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
(2)Operating expenses include professional services, supplies, maintenance, utilities and other expenses not otherwise categorized in this table.
(3)Interest expense primarily relates to the Master Lease and the Goldman Credit Agreement.
(4)Includes $
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended June 30, 2026 | ||||||||||||||||||||
Amounts in thousands |
|
| US |
|
| US |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net operating revenue |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating expenses (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gaming tax expense |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
|
| ||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Segment Adjusted EBITDAR |
| $ |
| $ |
| $ |
| $ |
| $ |
|
|
|
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating benefits (costs) and other income (expenses): |
|
|
|
|
|
| |||||||||||||||
Corporate and other expenses (3) |
|
|
|
| $ | ( | |||||||||||||||
Interest income |
|
|
|
|
| ||||||||||||||||
Interest expense (4) |
|
|
|
|
| ( | |||||||||||||||
Depreciation and amortization |
|
|
|
|
| ( | |||||||||||||||
Non-cash stock-based compensation |
|
|
|
|
| ( | |||||||||||||||
Gain on foreign currency transactions, cost recovery income and other |
|
|
|
|
| ||||||||||||||||
Loss on disposition of fixed assets |
|
|
|
|
| ( | |||||||||||||||
Loss before income taxes |
|
|
|
|
| ( | |||||||||||||||
Income tax expense |
|
|
|
|
| ( | |||||||||||||||
Net loss |
|
|
|
| $ | ( | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
(2)Operating expenses include professional services, supplies, maintenance, utilities and other expenses not otherwise categorized in this table.
(3)Includes $
(4)Interest expense primarily relates to the Master Lease and the Goldman Credit Agreement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
| For the six months ended June 30, 2025 | ||||||||||||||||||||
Amounts in thousands |
|
| US |
|
| US |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net operating revenue |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating expenses (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gaming tax expense |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
|
| ||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Pre-opening and termination expenses |
|
| — |
|
| — |
|
| — |
|
| — |
|
| ( |
|
|
|
|
|
|
Segment Adjusted EBITDAR |
| $ |
| $ |
| $ |
| $ |
| $ |
|
|
|
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating benefits (costs) and other income (expenses): |
|
|
|
|
|
| |||||||||||||||
Corporate and other expenses |
|
|
|
| $ | ( | |||||||||||||||
Interest income |
|
|
|
|
| ||||||||||||||||
Interest expense (3) |
|
|
|
|
| ( | |||||||||||||||
Depreciation and amortization |
|
|
|
|
| ( | |||||||||||||||
Non-cash stock-based compensation |
|
|
|
|
| ( | |||||||||||||||
Gain on foreign currency transactions, cost recovery income and other (4) |
|
|
|
|
| ||||||||||||||||
Loss on disposition of fixed assets |
|
|
|
|
| ( | |||||||||||||||
Pre-opening and termination expenses |
|
|
|
|
| ( | |||||||||||||||
Loss before income taxes |
|
|
|
|
| ( | |||||||||||||||
Income tax expense |
|
|
|
|
| ( | |||||||||||||||
Net loss |
|
|
|
| $ | ( | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
(2)Operating expenses include professional services, supplies, maintenance, utilities and other expenses not otherwise categorized in this table.
(3)Interest expense primarily relates to the Master Lease and the Goldman Credit Agreement.
(4)Includes $
Additional reconciliations of the Company’s assets by reportable segment are included in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of June 30, | ||||||||||||||||
Amounts in thousands |
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
|
| Segment Assets (1) |
| Long-Lived Assets (2) |
| Total Assets | ||||||||||||
US East |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | ||||||
US Midwest |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
US West |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Poland |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other (3) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Segment assets are cash and cash equivalents.
(2)Long-lived assets are calculated as total assets less total current assets and deferred income taxes.
(3)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
Additional reconciliations of capital expenditures by reportable segment are included in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
| For the six months ended | ||||||||
|
| June 30, |
| June 30, | ||||||||
Amounts in thousands |
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
US East |
| $ |
| $ |
| $ |
| $ | ||||
US Midwest |
|
|
|
|
|
|
|
| ||||
US West |
|
|
|
|
|
|
|
| ||||
Canada |
|
|
|
|
|
|
|
| ||||
Poland |
|
|
|
|
|
|
|
| ||||
Other (1) |
|
|
|
|
|
|
|
| ||||
Total |
| $ |
| $ |
| $ |
| $ | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
The land, buildings, structures and other improvements of the Nugget are leased from Smooth Bourbon (the “Nugget Lease”). Marnell and the Company each own
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 Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. In addition, Century Casinos, Inc. (together with its subsidiaries, the “Company”) may make other written and oral communications from time to time that contain such statements. Forward-looking statements include statements regarding projects in development and other opportunities, our strategic review process, our credit agreement with Goldman and obligations under our Master Lease and our ability to repay our debt and other obligations, outcomes of legal proceedings, changes in our tax provisions or exposure to additional income tax liabilities or impairments and plans for our casinos and our Company including estimates, forecasts and expectations regarding 2026 and later results, and any other statements that are not purely historical. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. These statements are based on the beliefs and assumptions of the management of the Company based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025. We caution the reader to carefully consider such factors. Furthermore, such forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
References in this item to “we,” “our,” or “us” are to the Company and its subsidiaries on a consolidated basis unless the context otherwise requires. The term “USD” refers to US dollars, the term “CAD” refers to Canadian dollars, and the term “PLN” refers to Polish zloty. Certain terms used in this Item 2 without definition are defined in Item 1. Amounts presented in this Item 2 are rounded. As such, rounding differences could occur in period over period changes and percentages reported throughout this Item 2.
EXECUTIVE OVERVIEW
Overview
Since our inception in 1992, we have been primarily engaged in developing and operating gaming establishments and related lodging, restaurant and entertainment facilities. Our primary source of revenue is from the net proceeds of our gaming machines and tables, with ancillary revenue generated from hotel, restaurant, horse racing (including off-track betting), sports betting, iGaming and entertainment facilities that are in most instances a part of the casinos.
We view each region in which we operate as a separate operating segment and each casino or other operation within those markets as a reporting unit. During the fourth quarter of 2025, due to changes in expected long-term future economic characteristics, we determined that the aggregation of operating segments within the United States reportable segment was no longer appropriate. As a result, we reorganized our reportable segments to provide greater specificity within the United States. We aggregate all operating segments into five reportable segments based on the geographical locations in which our casinos operate: US East, US Midwest, US West, Canada and Poland. We have additional business activities including certain other corporate and management operations that are not included in our reportable segments that we present for reconciliation purposes.
The table below provides information about the aggregation of our operating segments and reporting units into reportable segments.
|
|
Reportable Segment and | Reporting Unit |
US East | Mountaineer Casino, Resort & Races (1) |
| Rocky Gap Casino, Resort & Golf (1) |
US Midwest | Century Casino & Hotel Central City |
| Century Casino & Hotel Cripple Creek |
| Century Casino & Hotel Cape Girardeau and The Riverview (1) |
| Century Casino & Hotel Caruthersville and The Farmstead (1) |
US West | Nugget Casino Resort and Smooth Bourbon, LLC |
Canada | Century Casino & Hotel Edmonton (1) |
| Century Casino St. Albert (1) |
| Century Mile Racetrack and Casino (1) |
| Century Downs Racetrack and Casino (1) |
Poland | Casinos Poland |
(1)The real estate assets, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, are owned by VICI PropCo and leased to us under the Master Lease.
We have controlling financial interests through our subsidiary CRM in the following reporting units:
We have a 75% ownership interest in CDR, and we consolidate CDR as a majority-owned subsidiary for which we have a controlling financial interest. We account for and report the remaining 25% ownership interest in CDR as a non-controlling financial interest. CDR operates Century Downs Racetrack and Casino, a REC in Balzac, a north metropolitan area of Calgary, Alberta, Canada. CDR is the only horse racetrack in the Calgary area and is located less than one mile north of the city limits of Calgary and seven miles from the Calgary International Airport.
We have a 66.6% ownership interest in CPL and we consolidate CPL as a majority-owned subsidiary for which we have a controlling financial interest. Polish Airports owns the remaining 33.3% of CPL. We account for and report the 33.3% Polish Airports ownership interest as a non-controlling financial interest. CPL has been in operation since 1989. As of June 30, 2026, CPL had casino licenses for and operated six casinos throughout Poland. We closed the Hilton Hotel casino in Warsaw in June 2025 after we were notified that we had not received a new license for the casino.
The following table summarizes information about CPL’s casinos as of June 30, 2026.
|
|
|
|
|
City | Location | License Expiration | Number of Slots | Number of Tables |
Warsaw | Warsaw Presidential Hotel | September 2028 | 70 | 35 |
Bielsko-Biala | Hotel Grepielnia | February 2030 | 60 | 5 |
Katowice | Metropol Hotel Katowice | February 2030 | 70 | 13 |
Wroclaw | Polonia Hotel | December 2029 | 70 | 14 |
Lodz | Manufaktura Entertainment Complex | June 2030 | 70 | 9 |
Wroclaw (1) | Korona Hotel | March 2031 | 41 | 5 |
(1)We were awarded a license for a second location in Wroclaw in March 2025. We opened the casino in February 2026.
Through our wholly-owned subsidiary Century Nevada Acquisition, Inc., we have a 50% equity interest in Smooth Bourbon, LLC (“Smooth Bourbon”) which we consolidate as a subsidiary for which we have a controlling financial interest. The remaining 50% of Smooth Bourbon is owned by Marnell Gaming, LLC (“Marnell”) and is reported as a non-controlling financial interest.
Recent Developments Related to Economic Uncertainty
Current macroeconomic conditions remain very dynamic, including volatile changes in stock markets, foreign currency exchange rates, political unrest and armed conflicts such as the wars in the Middle East and Ukraine, inflation, energy prices, US domestic and international economic policies such as tariffs, other US government policies and actions and other factors. Both customer visits and customer spending at our casinos are key drivers of our revenue and profitability, and reductions in either could have a material adverse effect on our business, financial condition and results of operations. The actual or perceived impact of macroeconomic conditions on consumer spending could lead to fewer customer visits and decreased discretionary spending by our customers. Any worsening in economic conditions in the regions in which we operate or globally, or the perception that conditions may worsen, could reduce consumer discretionary spending or increase our costs and erode our results of operations and cash flows.
Other Projects and Developments
Sports Betting – Missouri
We have partnered with BetMGM to operate an online and mobile sports betting application under our license in Missouri. The agreement with BetMGM includes a percentage of net gaming revenue payable to us, with a guaranteed minimum, as well as retail sportsbook options to be exercised at our discretion. Sports betting began in Missouri on December 1, 2025.
Additional Gaming Projects
We periodically explore additional potential gaming projects and acquisition opportunities. Along with the capital needs of potential projects, there are various other risks which, if they materialize, could affect our ability to complete a proposed project or acquisition or could eliminate its feasibility altogether.
Strategic Review Process
In August 2025, we announced that our Board initiated a comprehensive strategic review of our operations, capital structure and strategic growth options. The review is exploring a range of potential strategic alternatives for our assets and businesses aimed at enhancing shareholder value and supporting long-term growth. These alternatives may include opportunities to unlock value within our existing property portfolio, optimize our capital structure, evaluate potential mergers, strategic partnerships, or the sale of the Company, and analyze potential divestments of assets or other asset-level transactions, including our Poland casinos. The Board has not set a timetable for the conclusion of this review. At this stage, no commitments or decisions have been made and there can be no assurance that the review will result in any transaction or particular change to our business. We do not intend to make further public comments on the process unless and until we determine that further disclosure is appropriate or necessary.
Presentation of Foreign Currency Amounts
The average exchange rates to the US dollar used to translate balances during each reported period are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
| For the six months |
|
| ||||
|
| ended June 30, |
|
|
| ended June 30, |
|
| ||||
Average Rates |
| 2026 |
| 2025 |
| % Change |
| 2026 |
| 2025 |
| % Change |
Canadian dollar (CAD) |
| 1.3843 |
| 1.3843 |
| 0.0% |
| 1.3778 |
| 1.4096 |
| 2.3% |
Euros (EUR) |
| 0.8603 |
| 0.8816 |
| 2.4% |
| 0.8573 |
| 0.9166 |
| 6.5% |
Polish zloty (PLN) |
| 3.6565 |
| 3.7569 |
| 2.7% |
| 3.6364 |
| 3.8787 |
| 6.2% |
Source: Xe Currency Converter |
|
|
|
| ||||||||
We recognize in our condensed consolidated statements of loss foreign currency transaction gains or losses resulting from the translation of casino operations and other transactions that are denominated in a currency other than US dollars. Our casinos in Canada and Poland represent a significant portion of our business, and the revenue generated and expenses incurred by these operations are generally denominated in Canadian dollars and Polish zloty. A decrease in the value of these currencies in relation to the value of the US dollar would decrease the earnings from our foreign operations when translated into US dollars. An increase in the value of these currencies in relation to the value of the US dollar would increase the earnings from our foreign operations when translated into US dollars.
DISCUSSION OF RESULTS
Century Casinos, Inc. and Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
| For the six months |
|
|
|
| ||||||||||
|
| ended June 30, |
|
|
| % |
| ended June 30, |
|
|
| % | ||||||||||
Amounts in thousands |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
Gaming revenue |
| $ | 109,412 |
| $ | 111,070 |
| $ | (1,658) |
| (1.5%) |
| $ | 216,111 |
| $ | 211,736 |
| $ | 4,375 |
| 2.1% |
Pari-mutuel, sports betting and iGaming revenue |
|
| 5,996 |
|
| 5,071 |
|
| 925 |
| 18.2% |
|
| 9,415 |
|
| 7,956 |
|
| 1,459 |
| 18.3% |
Hotel revenue |
|
| 15,198 |
|
| 14,061 |
|
| 1,137 |
| 8.1% |
|
| 25,331 |
|
| 23,768 |
|
| 1,563 |
| 6.6% |
Food and beverage revenue |
|
| 13,348 |
|
| 13,505 |
|
| (157) |
| (1.2%) |
|
| 25,866 |
|
| 25,611 |
|
| 255 |
| 1.0% |
Other revenue |
|
| 8,041 |
|
| 7,111 |
|
| 930 |
| 13.1% |
|
| 12,511 |
|
| 12,190 |
|
| 321 |
| 2.6% |
Net operating revenue |
|
| 151,995 |
|
| 150,818 |
|
| 1,177 |
| 0.8% |
|
| 289,234 |
|
| 281,261 |
|
| 7,973 |
| 2.8% |
Gaming expenses |
|
| (57,376) |
|
| (58,851) |
|
| (1,475) |
| (2.5%) |
|
| (113,049) |
|
| (113,115) |
|
| (66) |
| (0.1%) |
Pari-mutuel, sports betting and iGaming expenses |
|
| (6,744) |
|
| (6,203) |
|
| 541 |
| 8.7% |
|
| (10,493) |
|
| (9,688) |
|
| 805 |
| 8.3% |
Hotel expenses |
|
| (5,537) |
|
| (5,078) |
|
| 459 |
| 9.0% |
|
| (10,169) |
|
| (9,478) |
|
| 691 |
| 7.3% |
Food and beverage expenses |
|
| (11,557) |
|
| (12,168) |
|
| (611) |
| (5.0%) |
|
| (22,883) |
|
| (23,531) |
|
| (648) |
| (2.8%) |
Other expenses |
|
| (3,760) |
|
| (3,396) |
|
| 364 |
| 10.7% |
|
| (4,790) |
|
| (4,704) |
|
| 86 |
| 1.8% |
General and administrative expenses |
|
| (36,827) |
|
| (35,704) |
|
| 1,123 |
| 3.1% |
|
| (72,878) |
|
| (71,794) |
|
| 1,084 |
| 1.5% |
Depreciation and amortization |
|
| (13,014) |
|
| (12,843) |
|
| 171 |
| 1.3% |
|
| (26,031) |
|
| (25,236) |
|
| 795 |
| 3.2% |
Total operating costs and expenses |
|
| (134,815) |
|
| (134,243) |
|
| 572 |
| 0.4% |
|
| (260,293) |
|
| (257,546) |
|
| 2,747 |
| 1.1% |
Earnings from operations |
|
| 17,180 |
|
| 16,575 |
|
| 605 |
| 3.7% |
|
| 28,941 |
|
| 23,715 |
|
| 5,226 |
| 22.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| (625) |
|
| (1,250) |
|
| 625 |
| 50.0% |
|
| (1,534) |
|
| (1,732) |
|
| 198 |
| 11.4% |
Net earnings attributable to non-controlling interests |
|
| (1,605) |
|
| (2,736) |
|
| 1,131 |
| 41.3% |
|
| (3,325) |
|
| (4,470) |
|
| 1,145 |
| 25.6% |
Net loss attributable to Century Casinos, Inc. shareholders |
|
| (10,910) |
|
| (12,309) |
|
| 1,399 |
| 11.4% |
|
| (27,414) |
|
| (32,922) |
|
| 5,508 |
| 16.7% |
Adjusted EBITDAR (1) |
| $ | 31,660 |
| $ | 30,304 |
| $ | 1,356 |
| 4.5% |
| $ | 56,599 |
| $ | 50,459 |
| $ | 6,140 |
| 12.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Century Casinos, Inc. shareholders | ||||||||||||||||||||||
Basic |
| $ | (0.39) |
| $ | (0.40) |
| $ | 0.01 |
| 2.5% |
| $ | (0.96) |
| $ | (1.08) |
| $ | 0.12 |
| 11.1% |
Diluted |
| $ | (0.39) |
| $ | (0.40) |
| $ | 0.01 |
| 2.5% |
| $ | (0.96) |
| $ | (1.08) |
| $ | 0.12 |
| 11.1% |
(1)For a discussion of Adjusted EBITDAR and reconciliation of Adjusted EBITDAR to net loss attributable to Century Casinos, Inc. shareholders, see “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” below.
Comparability Impacts
Items impacting comparability of the results include the following:
Weather – Inclement weather negatively impacted revenue for the first three months of 2025 compared to the first three months of 2026 for all of our North American properties.
Summary of Changes by Reportable Segment
Net operating revenue increased by $1.2 million, or 0.8%, and by $8.0 million, or 2.8%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Following is a breakout of net operating revenue by reportable segment for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025:
US East decreased by ($1.0) million, or (2.2%), and increased by $0.8 million, or 1.0%.
US Midwest increased by $3.3 million, or 8.0%, and by $5.4 million, or 6.6%.
US West increased by $3.2 million, or 15.9%, and by $3.9 million, or 10.6%.
Canada increased by $0.4 million, or 2.2%, and by $2.2 million, or 6.1%.
Poland decreased by ($4.8) million, or (19.4%), and by ($4.3) million, or (9.5%).
Operating costs and expenses increased by $0.6 million, or 0.4%, and by $2.7 million, or 1.1%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Following is a breakout of operating costs and expenses by reportable segment for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Corporate and Other is included for reconciliation purposes.
US East decreased by ($0.7) million, or (1.7%), and increased by $0.1 million, or 0.1%.
US Midwest increased by $2.1 million, or 6.9%, and by $1.9 million, or 3.1%.
US West increased by $1.1 million, or 5.3%, and by $1.1 million, or 2.7%.
Canada decreased by ($0.1) million, or (0.3%), and increased by $0.8 million, or 2.9%.
Poland decreased by ($3.7) million, or (15.1%), and by ($3.1) million, or (6.9%).
Corporate and Other increased by $1.8 million, or 56.9%, and by $2.0 million, or 30.0%.
Earnings from operations increased by $0.6 million, or 3.7%, and by $5.2 million, or 22.0%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Following is a breakout of earnings from operations by reportable segment for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Corporate and Other is included for reconciliation purposes.
US East decreased by ($0.3) million, or (7.3%), and increased by $0.7 million, or 16.5%.
US Midwest increased by $1.2 million, or 10.7%, and by $3.5 million, or 16.4%.
US West increased by $2.1 million, or 213.4%, and by $2.8 million, or 75.8%.
Canada increased by $0.5 million, or 10.7%, and by $1.4 million, or 17.8%.
Poland decreased by ($1.1) million, or (242.0%), and by ($1.2) million, or (336.1%).
Corporate and Other loss from operations increased by $1.8 million, or 56.9%, and by $2.0 million, or 30.0%.
Net loss attributable to Century Casinos, Inc. shareholders decreased by ($1.4) million, or (11.4%), and by ($5.5) million, or (16.7%), for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Items deducted from or added to earnings from operations to arrive at net loss attributable to Century Casinos, Inc. shareholders include interest income, interest expense, gains (losses) on foreign currency transactions and other, income tax expense (benefit) and non-controlling interests. Interest expense, primarily from the Goldman Credit Agreement and the Master Lease, negatively impacts net loss attributable to Century Casinos, Inc. shareholders. For a discussion of these items, see “Non-Operating (Expense) Income” and “Taxes” below in this Item 2 and Note 7, “Income Taxes,” to our condensed consolidated financial statements included in Part I, Item 1 of this report.
Other
Pari-Mutuel
Pari-mutuel revenue includes live racing, export, advanced deposit wagering and off-track betting. Pari-mutuel expenses relate to pari-mutuel revenue and the operation of our racetracks.
Other
Other revenue and other expenses include gift shops, entertainment, golf and spa. Other revenue also includes revenue from ATM and credit card commissions.
Non-US GAAP Measures Definitions and Calculations
Adjusted EBITDAR
Adjusted EBITDAR is used outside of our financial statements as a valuation metric. We define Adjusted EBITDAR as net (loss) earnings attributable to Century Casinos, Inc. shareholders before interest expense (income), net, income taxes (benefit), depreciation, amortization, non-controlling interest earnings (loss) and transactions, pre-opening expenses, termination expenses, acquisition costs, non-cash stock-based compensation charges, asset impairment costs, (gain) loss on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions, cost recovery income and other, gain on business combination and certain other one-time transactions. Expense related to the Master Lease is included in the interest expense (income), net line item. Intercompany transactions consisting primarily of management and royalty fees and interest, along with their related tax effects, are excluded from the presentation of net (loss) earnings attributable to Century Casinos, Inc. shareholders and Adjusted EBITDAR. Not all of the aforementioned items occur in each reporting period, but have been included in the definition based on historical activity. These adjustments have no effect on the consolidated results as reported under US generally accepted accounting principles (“US GAAP”).
The Master Lease is accounted for as a financing obligation. As such, a portion of the periodic payment under the Master Lease is recognized as interest expense with the remainder of the payment impacting the financing obligation using the effective interest method.
Adjusted EBITDAR information is a non-US GAAP measure that is a valuation metric, should not be used as an operating metric, and is presented solely as a supplemental disclosure to reported US GAAP measures because we believe this measure is widely used by analysts, lenders, financial institutions, and investors as a principal basis for the valuation of gaming companies. Management believes that presenting Adjusted EBITDAR to investors provides them with information used by management for financial and operational decision-making in order to understand the Company’s operating performance and evaluate the methodology used by management to evaluate and measure such performance.
Adjusted EBITDAR should not be viewed as a measure of overall operating performance, as an indicator of our performance, considered in isolation, or construed as an alternative to operating income or net income, the most directly comparable US GAAP measure, or as an alternative to cash flows from operating activities, as a measure of liquidity, or as an alternative to any other measure determined in accordance with generally accepted accounting principles because this measure is not presented on a US GAAP basis and excludes certain expenses, including the rent expense related to our Master Lease, and is provided for the limited purposes discussed herein. In addition, Adjusted EBITDAR as used by us may not be defined in the same manner as other companies in our industry, and, as a result, may not be comparable to similarly titled non-US GAAP financial measures of other companies. Consolidated Adjusted EBITDAR should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income, because it excludes the rent expense associated with our Master Lease and certain other items.
The reconciliation of Adjusted EBITDAR to net loss attributable to Century Casinos, Inc. shareholders is presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended June 30, 2026 | ||||||||||||||||||||
Amounts in thousands |
|
| US |
|
| US |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
| $ | (2,862) |
| $ | 6,023 |
| $ | (708) |
| $ | 1,145 |
| $ | (528) |
| $ | (13,980) |
| $ | (10,910) |
Interest income |
|
| — |
|
| — |
|
| — |
|
| (41) |
|
| (1) |
|
| (43) |
|
| (85) |
Interest expense (2) |
|
| 6,641 |
|
| 6,784 |
|
| — |
|
| 3,475 |
|
| 68 |
|
| 8,969 |
|
| 25,937 |
Income tax expense |
|
| — |
|
| 59 |
|
| — |
|
| 440 |
|
| 23 |
|
| 103 |
|
| 625 |
Depreciation and amortization |
|
| 3,869 |
|
| 3,819 |
|
| 3,394 |
|
| 1,201 |
|
| 711 |
|
| 20 |
|
| 13,014 |
Net earnings (loss) attributable to non-controlling interests |
|
| — |
|
| — |
|
| 1,815 |
|
| 53 |
|
| (263) |
|
| — |
|
| 1,605 |
Non-cash stock-based compensation |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 211 |
|
| 211 |
Loss (gain) on foreign currency transactions, cost recovery income and other |
|
| — |
|
| — |
|
| 5 |
|
| (55) |
|
| 34 |
|
| 7 |
|
| (9) |
Loss on disposition of fixed assets |
|
| 6 |
|
| 4 |
|
| 2 |
|
| 2 |
|
| 8 |
|
| — |
|
| 22 |
Pre-opening and termination expenses |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,250 |
|
| 1,250 |
Adjusted EBITDAR |
| $ | 7,654 |
| $ | 16,689 |
| $ | 4,508 |
| $ | 6,220 |
| $ | 52 |
| $ | (3,463) |
| $ | 31,660 |
(1)Represents additional business activities including certain other corporate and management operations that are not included in our reportable segments. Information is presented for reconciliation purposes.
(2)See “Non-Operating (Expense) Income – Interest expense” below for a breakdown of interest expense and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended June 30, 2025 | ||||||||||||||||||||
Amounts in thousands |
|
| US |
|
| US |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
| $ | (2,263) |
| $ | 4,640 |
| $ | (2,864) |
| $ | 599 |
| $ | 245 |
| $ | (12,666) |
| $ | (12,309) |
Interest income |
|
| — |
|
| (3) |
|
| — |
|
| (91) |
|
| (3) |
|
| (176) |
|
| (273) |
Interest expense (2) |
|
| 6,344 |
|
| 6,741 |
|
| — |
|
| 3,429 |
|
| 52 |
|
| 9,645 |
|
| 26,211 |
Income tax expense |
|
| — |
|
| 223 |
|
| — |
|
| 748 |
|
| 241 |
|
| 38 |
|
| 1,250 |
Depreciation and amortization |
|
| 3,821 |
|
| 3,828 |
|
| 3,361 |
|
| 1,074 |
|
| 741 |
|
| 18 |
|
| 12,843 |
Net earnings attributable to non-controlling interests |
|
| — |
|
| — |
|
| 1,840 |
|
| 772 |
|
| 124 |
|
| — |
|
| 2,736 |
Non-cash stock-based compensation |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 195 |
|
| 195 |
(Gain) loss on foreign currency transactions, cost recovery income and other (3) |
|
| — |
|
| — |
|
| — |
|
| (922) |
|
| (210) |
|
| 8 |
|
| (1,124) |
Loss (gain) on disposition of fixed assets |
|
| 1 |
|
| 23 |
|
| 1 |
|
| (2) |
|
| 11 |
|
| — |
|
| 34 |
Pre-opening and termination expenses |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 741 |
|
| — |
|
| 741 |
Adjusted EBITDAR |
| $ | 7,903 |
| $ | 15,452 |
| $ | 2,338 |
| $ | 5,607 |
| $ | 1,942 |
| $ | (2,938) |
| $ | 30,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in our reportable segments. Information is presented for reconciliation purposes.
(2)See “Non-Operating (Expense) Income – Interest expense” below for a breakdown of interest expense and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.
(3)Includes $1.0 million related to cost recovery income for CDR in the Canada segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended June 30, 2026 | ||||||||||||||||||||
Amounts in thousands |
|
| US |
|
| US |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
| $ | (8,017) |
| $ | 10,966 |
| $ | (4,532) |
| $ | 1,699 |
| $ | (835) |
| $ | (26,695) |
| $ | (27,414) |
Interest income |
|
| — |
|
| — |
|
| — |
|
| (90) |
|
| (5) |
|
| (126) |
|
| (221) |
Interest expense (2) |
|
| 13,275 |
|
| 13,602 |
|
| — |
|
| 6,976 |
|
| 129 |
|
| 17,900 |
|
| 51,882 |
Income tax expense |
|
| — |
|
| 108 |
|
| — |
|
| 677 |
|
| 430 |
|
| 319 |
|
| 1,534 |
Depreciation and amortization |
|
| 7,769 |
|
| 7,653 |
|
| 6,778 |
|
| 2,403 |
|
| 1,393 |
|
| 35 |
|
| 26,031 |
Net earnings (loss) attributable to non-controlling interests |
|
| — |
|
| — |
|
| 3,648 |
|
| 94 |
|
| (417) |
|
| — |
|
| 3,325 |
Non-cash stock-based compensation |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 372 |
|
| 372 |
Loss (gain) on foreign currency transactions, cost recovery income and other |
|
| — |
|
| — |
|
| 5 |
|
| (59) |
|
| (157) |
|
| 10 |
|
| (201) |
Loss on disposition of fixed assets |
|
| 10 |
|
| 8 |
|
| 3 |
|
| 3 |
|
| 17 |
|
| — |
|
| 41 |
Pre-opening and termination expenses |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,250 |
|
| 1,250 |
Adjusted EBITDAR |
| $ | 13,037 |
| $ | 32,337 |
| $ | 5,902 |
| $ | 11,703 |
| $ | 555 |
| $ | (6,935) |
| $ | 56,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in our reportable segments. Information is presented for reconciliation purposes.
(2)See “Non-Operating (Expense) Income – Interest expense” below for a breakdown of interest expense and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended June 30, 2025 | ||||||||||||||||||||
Amounts in thousands |
|
| US |
|
| US |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
| $ | (8,463) |
| $ | 7,747 |
| $ | (7,314) |
| $ | 533 |
| $ | 81 |
| $ | (25,506) |
| $ | (32,922) |
Interest income |
|
| — |
|
| (12) |
|
| — |
|
| (183) |
|
| (11) |
|
| (447) |
|
| (653) |
Interest expense (2) |
|
| 12,981 |
|
| 13,220 |
|
| — |
|
| 6,729 |
|
| 102 |
|
| 19,215 |
|
| 52,247 |
Income tax expense |
|
| — |
|
| 223 |
|
| — |
|
| 964 |
|
| 331 |
|
| 214 |
|
| 1,732 |
Depreciation and amortization |
|
| 7,623 |
|
| 7,689 |
|
| 6,704 |
|
| 2,073 |
|
| 1,111 |
|
| 36 |
|
| 25,236 |
Net earnings attributable to non-controlling interests |
|
| — |
|
| — |
|
| 3,623 |
|
| 805 |
|
| 42 |
|
| — |
|
| 4,470 |
Non-cash stock-based compensation |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 486 |
|
| 486 |
Gain on foreign currency transactions, cost recovery income and other (3) |
|
| — |
|
| — |
|
| — |
|
| (952) |
|
| (205) |
|
| (86) |
|
| (1,243) |
Loss (gain) on disposition of fixed assets |
|
| 2 |
|
| 23 |
|
| 46 |
|
| (2) |
|
| 15 |
|
| — |
|
| 84 |
Pre-opening and termination expenses |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,022 |
|
| — |
|
| 1,022 |
Adjusted EBITDAR |
| $ | 12,143 |
| $ | 28,890 |
| $ | 3,059 |
| $ | 9,967 |
| $ | 2,488 |
| $ | (6,088) |
| $ | 50,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in our reportable segments. Information is presented for reconciliation purposes.
(2)See “Non-Operating (Expense) Income – Interest expense” below for a breakdown of interest expense and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.
(3)Includes $1.0 million related to cost recovery income for CDR in the Canada segment.
Net Debt
We define Net Debt as total long-term debt (including current portion) plus deferred financing costs minus cash and cash equivalents. Net Debt is not considered a liquidity measure recognized under US GAAP. Management believes that Net Debt is a valuable measure of our overall financial situation. Net Debt provides investors with an indication of our ability to pay off all of our long-term debt if it became due simultaneously. The reconciliation of Net Debt is presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
| June 30, 2026 |
| June 30, 2025 | ||
Total long-term debt, including current portion |
| $ | 329,074 |
| $ | 327,960 |
Deferred financing costs |
|
| 7,411 |
|
| 10,106 |
Total principal |
| $ | 336,485 |
| $ | 338,066 |
Less: Cash and cash equivalents |
| $ | 60,179 |
| $ | 85,541 |
Net Debt |
| $ | 276,306 |
| $ | 252,525 |
|
|
|
|
|
|
|
RESULTS OF OPERATIONS – Reportable Segments
The following discussion provides further detail of consolidated results by reportable segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US East |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
| For the six months |
|
|
|
| ||||||||||
|
| ended June 30, |
|
|
| % |
| ended June 30, |
|
|
| % | ||||||||||
Amounts in thousands |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
Gaming revenue |
| $ | 30,963 |
| $ | 32,047 |
| $ | (1,084) |
| (3.4%) |
| $ | 61,593 |
| $ | 61,247 |
| $ | 346 |
| 0.6% |
Pari-mutuel, sports betting and iGaming revenue |
|
| 3,107 |
|
| 2,225 |
|
| 882 |
| 39.6% |
|
| 4,218 |
|
| 2,963 |
|
| 1,255 |
| 42.4% |
Hotel revenue |
|
| 4,317 |
|
| 4,966 |
|
| (649) |
| (13.1%) |
|
| 7,525 |
|
| 8,210 |
|
| (685) |
| (8.3%) |
Food and beverage revenue |
|
| 3,659 |
|
| 3,693 |
|
| (34) |
| (0.9%) |
|
| 6,739 |
|
| 6,757 |
|
| (18) |
| (0.3%) |
Other revenue |
|
| 1,530 |
|
| 1,625 |
|
| (95) |
| (5.8%) |
|
| 2,430 |
|
| 2,513 |
|
| (83) |
| (3.3%) |
Net operating revenue |
|
| 43,576 |
|
| 44,556 |
|
| (980) |
| (2.2%) |
|
| 82,505 |
|
| 81,690 |
|
| 815 |
| 1.0% |
Gaming expenses |
|
| (22,120) |
|
| (22,986) |
|
| (866) |
| (3.8%) |
|
| (43,771) |
|
| (44,285) |
|
| (514) |
| (1.2%) |
Pari-mutuel, sports betting and iGaming expenses |
|
| (2,268) |
|
| (1,947) |
|
| 321 |
| 16.5% |
|
| (2,859) |
|
| (2,401) |
|
| 458 |
| 19.1% |
Hotel expenses |
|
| (1,404) |
|
| (1,453) |
|
| (49) |
| (3.4%) |
|
| (2,665) |
|
| (2,780) |
|
| (115) |
| (4.1%) |
Food and beverage expenses |
|
| (2,478) |
|
| (2,505) |
|
| (27) |
| (1.1%) |
|
| (4,672) |
|
| (4,667) |
|
| 5 |
| 0.1% |
Other expenses |
|
| (768) |
|
| (751) |
|
| 17 |
| 2.3% |
|
| (1,169) |
|
| (1,171) |
|
| (2) |
| (0.2%) |
General and administrative expenses |
|
| (6,884) |
|
| (7,010) |
|
| (126) |
| (1.8%) |
|
| (14,332) |
|
| (14,243) |
|
| 89 |
| 0.6% |
Depreciation and amortization |
|
| (3,869) |
|
| (3,821) |
|
| 48 |
| 1.3% |
|
| (7,769) |
|
| (7,623) |
|
| 146 |
| 1.9% |
Total operating costs and expenses |
|
| (39,791) |
|
| (40,473) |
|
| (682) |
| (1.7%) |
|
| (77,237) |
|
| (77,170) |
|
| 67 |
| 0.1% |
Earnings from operations |
|
| 3,785 |
|
| 4,083 |
|
| (298) |
| (7.3%) |
|
| 5,268 |
|
| 4,520 |
|
| 748 |
| 16.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Century Casinos, Inc. shareholders |
|
| (2,862) |
|
| (2,263) |
|
| (599) |
| (26.5%) |
|
| (8,017) |
|
| (8,463) |
|
| 446 |
| 5.3% |
Adjusted EBITDAR |
| $ | 7,654 |
| $ | 7,903 |
| $ | (249) |
| (3.2%) |
| $ | 13,037 |
| $ | 12,143 |
| $ | 894 |
| 7.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Happy Valley Casino in Pennsylvania opened in late April 2026. This casino is 112 miles from Rocky Gap. During the second quarter of 2026 we saw some decrease in customers traveling to Rocky Gap from some Pennsylvania markets; however, we believe that we are recapturing those customers and anticipate any continued disruption from this increased competition will be minimal.
We partner with sports betting operators that conduct sports wagering at our West Virginia location. The agreement provides for a share of net gaming revenue. In addition, we operate internet and mobile interactive gaming applications in West Virginia with two iGaming partners. The agreements provide for a share of net iGaming revenue.
Three Months Ended June 30, 2026 and 2025
The following discussion highlights results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Decreased net operating revenue was mainly due to decreased casino and hotel revenue, offset by increased pari-mutuel revenue at our Mountaineer property. We are increasing our marketing initiatives at Mountaineer for the summer months to drive growth. Decreased operating expenses were mainly due to decreased payroll and gaming-related expenses at Mountaineer. Net operating revenue and operating costs and expenses at Rocky Gap remained constant during this period.
Six Months Ended June 30, 2026 and 2025
The following discussion highlights results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Winter weather negatively impacted the properties during the three months ended March 31, 2025. Increased net operating revenue was primarily due to increased gaming revenue at our Rocky Gap property during the first quarter of 2026 as a result of increased visitation and decreased promotional allowances. Net operating revenue at Mountaineer remained constant during this period, with increased pari-mutuel revenue offsetting decreased casino and hotel revenue. Operating costs and expenses remained constant during this period.
A reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this reportable segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
| For the six months |
|
|
|
| ||||||||||
|
| ended June 30, |
|
|
| % |
| ended June 30, |
|
|
| % | ||||||||||
Amounts in thousands |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
Gaming revenue |
| $ | 40,051 |
| $ | 37,155 |
| $ | 2,896 |
| 7.8% |
| $ | 77,631 |
| $ | 72,698 |
| $ | 4,933 |
| 6.8% |
Pari-mutuel, sports betting and iGaming revenue |
|
| 400 |
|
| 250 |
|
| 150 |
| 60.0% |
|
| 800 |
|
| 500 |
|
| 300 |
| 60.0% |
Hotel revenue |
|
| 1,662 |
|
| 1,431 |
|
| 231 |
| 16.1% |
|
| 3,045 |
|
| 2,752 |
|
| 293 |
| 10.6% |
Food and beverage revenue |
|
| 1,809 |
|
| 1,806 |
|
| 3 |
| 0.2% |
|
| 3,554 |
|
| 3,571 |
|
| (17) |
| (0.5%) |
Other revenue |
|
| 758 |
|
| 732 |
|
| 26 |
| 3.6% |
|
| 1,457 |
|
| 1,607 |
|
| (150) |
| (9.3%) |
Net operating revenue |
|
| 44,680 |
|
| 41,374 |
|
| 3,306 |
| 8.0% |
|
| 86,487 |
|
| 81,128 |
|
| 5,359 |
| 6.6% |
Gaming expenses |
|
| (16,511) |
|
| (14,651) |
|
| 1,860 |
| 12.7% |
|
| (31,273) |
|
| (29,154) |
|
| 2,119 |
| 7.3% |
Pari-mutuel, sports betting and iGaming expenses |
|
| (116) |
|
| — |
|
| 116 |
| 100.0% |
|
| (210) |
|
| — |
|
| 210 |
| 100.0% |
Hotel expenses |
|
| (711) |
|
| (705) |
|
| 6 |
| 0.9% |
|
| (1,421) |
|
| (1,384) |
|
| 37 |
| 2.7% |
Food and beverage expenses |
|
| (1,689) |
|
| (1,788) |
|
| (99) |
| (5.5%) |
|
| (3,407) |
|
| (3,684) |
|
| (277) |
| (7.5%) |
Other expenses |
|
| (18) |
|
| (143) |
|
| (125) |
| (87.4%) |
|
| (35) |
|
| (187) |
|
| (152) |
| (81.3%) |
General and administrative expenses |
|
| (8,946) |
|
| (8,635) |
|
| 311 |
| 3.6% |
|
| (17,804) |
|
| (17,829) |
|
| (25) |
| (0.1%) |
Depreciation and amortization |
|
| (3,819) |
|
| (3,828) |
|
| (9) |
| (0.2%) |
|
| (7,653) |
|
| (7,689) |
|
| (36) |
| (0.5%) |
Total operating costs and expenses |
|
| (31,810) |
|
| (29,750) |
|
| 2,060 |
| 6.9% |
|
| (61,803) |
|
| (59,927) |
|
| 1,876 |
| 3.1% |
Earnings from operations |
|
| 12,870 |
|
| 11,624 |
|
| 1,246 |
| 10.7% |
|
| 24,684 |
|
| 21,201 |
|
| 3,483 |
| 16.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| (59) |
|
| (223) |
|
| 164 |
| 73.5% |
|
| (108) |
|
| (223) |
|
| 115 |
| 51.6% |
Net earnings attributable to Century Casinos, Inc. shareholders |
|
| 6,023 |
|
| 4,640 |
|
| 1,383 |
| 29.8% |
|
| 10,966 |
|
| 7,747 |
|
| 3,219 |
| 41.6% |
Adjusted EBITDAR |
| $ | 16,689 |
| $ | 15,452 |
| $ | 1,237 |
| 8.0% |
| $ | 32,337 |
| $ | 28,890 |
| $ | 3,447 |
| 11.9% |
We partner with sports betting operators that conduct sports wagering in Colorado and Missouri. Each agreement with the sports betting operators provides for a share of net gaming revenue with a minimum revenue guarantee each year. We have partnered with BetMGM to operate a sports book at Cape Girardeau and an online and mobile sports betting application under our license in Missouri. Sports betting began in Missouri on December 1, 2025.
Three Months Ended June 30, 2026 and 2025
The following discussion highlights results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Net operating revenue increased due to increased casino revenue at all Missouri and Colorado properties. In Cape Girardeau, increased revenue was also attributable to increased hotel revenue and sports betting. Operating costs and expenses increased due to increased gaming-related expenses at all properties.
Six Months Ended June 30, 2026 and 2025
The following discussion highlights results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Winter weather negatively impacted the properties during the three months ended March 31, 2025. Increased net operating revenue was primarily due to increased gaming revenue at our Missouri properties from increased visitation. In Cape Girardeau, increased revenue was also attributable to increased hotel revenue and sports betting. In Colorado, increased net operating revenue was due to increased gaming revenue at both properties. Operating costs and expenses increased primarily due to increased gaming-related expenses, offset by decreased payroll and marketing costs. Payroll expense in Colorado decreased due to the closure of table games in the first quarter of 2025.
A reconciliation of net earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this reportable segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
| For the six months |
|
|
|
| ||||||||||
|
| ended June 30, |
|
|
| % |
| ended June 30, |
|
|
| % | ||||||||||
Amounts in thousands |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
Gaming revenue |
| $ | 5,907 |
| $ | 5,309 |
| $ | 598 |
| 11.3% |
| $ | 11,585 |
| $ | 10,466 |
| $ | 1,119 |
| 10.7% |
Pari-mutuel, sports betting and iGaming revenue |
|
| 16 |
|
| 9 |
|
| 7 |
| 77.8% |
|
| 22 |
|
| 7 |
|
| 15 |
| 214.3% |
Hotel revenue |
|
| 9,061 |
|
| 7,488 |
|
| 1,573 |
| 21.0% |
|
| 14,456 |
|
| 12,503 |
|
| 1,953 |
| 15.6% |
Food and beverage revenue |
|
| 4,376 |
|
| 4,548 |
|
| (172) |
| (3.8%) |
|
| 9,024 |
|
| 9,113 |
|
| (89) |
| (1.0%) |
Other revenue |
|
| 4,018 |
|
| 2,820 |
|
| 1,198 |
| 42.5% |
|
| 5,359 |
|
| 4,494 |
|
| 865 |
| 19.2% |
Net operating revenue |
|
| 23,378 |
|
| 20,174 |
|
| 3,204 |
| 15.9% |
|
| 40,446 |
|
| 36,583 |
|
| 3,863 |
| 10.6% |
Gaming expenses |
|
| (3,247) |
|
| (3,154) |
|
| 93 |
| 2.9% |
|
| (6,300) |
|
| (6,254) |
|
| 46 |
| 0.7% |
Hotel expenses |
|
| (3,352) |
|
| (2,849) |
|
| 503 |
| 17.7% |
|
| (5,944) |
|
| (5,179) |
|
| 765 |
| 14.8% |
Food and beverage expenses |
|
| (3,628) |
|
| (4,031) |
|
| (403) |
| (10.0%) |
|
| (7,538) |
|
| (7,973) |
|
| (435) |
| (5.5%) |
Other expenses |
|
| (2,945) |
|
| (2,469) |
|
| 476 |
| 19.3% |
|
| (3,529) |
|
| (3,284) |
|
| 245 |
| 7.5% |
General and administrative expenses |
|
| (5,703) |
|
| (5,288) |
|
| 415 |
| 7.8% |
|
| (11,238) |
|
| (10,834) |
|
| 404 |
| 3.7% |
Depreciation and amortization |
|
| (3,394) |
|
| (3,361) |
|
| 33 |
| 1.0% |
|
| (6,778) |
|
| (6,704) |
|
| 74 |
| 1.1% |
Total operating costs and expenses |
|
| (22,269) |
|
| (21,152) |
|
| 1,117 |
| 5.3% |
|
| (41,327) |
|
| (40,228) |
|
| 1,099 |
| 2.7% |
Earnings (loss) from operations |
|
| 1,109 |
|
| (978) |
|
| 2,087 |
| 213.4% |
|
| (881) |
|
| (3,645) |
|
| 2,764 |
| 75.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings attributable to non-controlling interests |
|
| (1,815) |
|
| (1,840) |
|
| 25 |
| 1.4% |
|
| (3,648) |
|
| (3,623) |
|
| (25) |
| (0.7%) |
Net loss attributable to Century Casinos, Inc. shareholders |
|
| (708) |
|
| (2,864) |
|
| 2,156 |
| 75.3% |
|
| (4,532) |
|
| (7,314) |
|
| 2,782 |
| 38.0% |
Adjusted EBITDAR |
| $ | 4,508 |
| $ | 2,338 |
| $ | 2,170 |
| 92.8% |
| $ | 5,902 |
| $ | 3,059 |
| $ | 2,843 |
| 92.9% |
We partner with sports betting operators that conduct sports wagering in Nevada. The agreement provides for a share of net gaming revenue.
Three Months Ended June 30, 2026 and 2025
The following discussion highlights results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Net operating revenue at the Nugget increased primarily due to increased hotel revenue and ticket revenue from two larger concerts during the quarter, and decreased promotional allowances. Operating costs and expenses increased due to increased entertainment-related costs and increased payroll.
Six Months Ended June 30, 2026 and 2025
The following discussion highlights results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Winter weather negatively impacted the Nugget during the three months ended March 31, 2025. Net operating revenue at the Nugget increased primarily due to increased hotel revenue, ticket revenue and decreased promotional allowances. Operating costs and expenses increased due to increased entertainment-related costs and increased payroll.
A reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this reportable segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
| For the six months |
|
|
|
| ||||||||||
|
| ended June 30, |
|
|
| % |
| ended June 30, |
|
|
| % | ||||||||||
Amounts in thousands |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
Gaming revenue |
| $ | 12,854 |
| $ | 12,415 |
| $ | 439 |
| 3.5% |
| $ | 24,891 |
| $ | 23,194 |
| $ | 1,697 |
| 7.3% |
Pari-mutuel, sports betting and iGaming revenue |
|
| 2,473 |
|
| 2,587 |
|
| (114) |
| (4.4%) |
|
| 4,375 |
|
| 4,486 |
|
| (111) |
| (2.5%) |
Hotel revenue |
|
| 158 |
|
| 176 |
|
| (18) |
| (10.2%) |
|
| 305 |
|
| 303 |
|
| 2 |
| 0.7% |
Food and beverage revenue |
|
| 3,258 |
|
| 3,215 |
|
| 43 |
| 1.3% |
|
| 6,059 |
|
| 5,702 |
|
| 357 |
| 6.3% |
Other revenue |
|
| 1,696 |
|
| 1,612 |
|
| 84 |
| 5.2% |
|
| 3,132 |
|
| 2,836 |
|
| 296 |
| 10.4% |
Net operating revenue |
|
| 20,439 |
|
| 20,005 |
|
| 434 |
| 2.2% |
|
| 38,762 |
|
| 36,521 |
|
| 2,241 |
| 6.1% |
Gaming expenses |
|
| (2,517) |
|
| (2,498) |
|
| 19 |
| 0.8% |
|
| (5,033) |
|
| (4,759) |
|
| 274 |
| 5.8% |
Pari-mutuel, sports betting and iGaming expenses |
|
| (4,360) |
|
| (4,256) |
|
| 104 |
| 2.4% |
|
| (7,424) |
|
| (7,287) |
|
| 137 |
| 1.9% |
Hotel expenses |
|
| (70) |
|
| (71) |
|
| (1) |
| (1.4%) |
|
| (139) |
|
| (135) |
|
| 4 |
| 3.0% |
Food and beverage expenses |
|
| (2,814) |
|
| (2,840) |
|
| (26) |
| (0.9%) |
|
| (5,385) |
|
| (5,210) |
|
| 175 |
| 3.4% |
Other expenses |
|
| (29) |
|
| (33) |
|
| (4) |
| (12.1%) |
|
| (57) |
|
| (62) |
|
| (5) |
| (8.1%) |
General and administrative expenses |
|
| (4,429) |
|
| (4,700) |
|
| (271) |
| (5.8%) |
|
| (9,021) |
|
| (9,101) |
|
| (80) |
| (0.9%) |
Depreciation and amortization |
|
| (1,201) |
|
| (1,074) |
|
| 127 |
| 11.8% |
|
| (2,403) |
|
| (2,073) |
|
| 330 |
| 15.9% |
Total operating costs and expenses |
|
| (15,420) |
|
| (15,472) |
|
| (52) |
| (0.3%) |
|
| (29,462) |
|
| (28,627) |
|
| 835 |
| 2.9% |
Earnings from operations |
|
| 5,019 |
|
| 4,533 |
|
| 486 |
| 10.7% |
|
| 9,300 |
|
| 7,894 |
|
| 1,406 |
| 17.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| (440) |
|
| (748) |
|
| 308 |
| 41.2% |
|
| (677) |
|
| (964) |
|
| 287 |
| 29.8% |
Net earnings attributable to non-controlling interests |
|
| (53) |
|
| (772) |
|
| 719 |
| 93.1% |
|
| (94) |
|
| (805) |
|
| 711 |
| 88.3% |
Net earnings attributable to Century Casinos, Inc. shareholders |
|
| 1,145 |
|
| 599 |
|
| 546 |
| 91.2% |
|
| 1,699 |
|
| 533 |
|
| 1,166 |
| 218.8% |
Adjusted EBITDAR |
| $ | 6,220 |
| $ | 5,607 |
| $ | 613 |
| 10.9% |
| $ | 11,703 |
| $ | 9,967 |
| $ | 1,736 |
| 17.4% |
In February 2023, the AGLC, Alberta’s gaming regulatory agency, approved a temporary increase from 15% of slot machine net sales retained by casinos to 17%, which was extended in January 2026 through March 31, 2029.
In 2024, a competitor received conditional approval from the AGLC to relocate its casino from Camrose, Alberta, to south Edmonton, approximately 11 miles from our Century Mile property. In May 2026, a judicial review of the AGLC’s decision determined that the competitor will need to reapply for relocation. At this time, there is no indication whether a new approval for the relocation will be granted. If the approval is granted, a new competitor in the Edmonton market near our Edmonton casinos could lead to a decrease in visitors to our casinos and have a negative impact on our results of operations in Canada.
In June 2025, Alberta’s Bill 48 regulating iGaming in Alberta passed. The bill created an open market for online sports betting and iGaming, with retail sports betting available at casinos and specific sports venues. Online sports betting and iGaming operators began operating in Alberta on July 13, 2026, and retail sports betting is subject to final regulatory details before launching. We plan to offer retail sports betting at our locations in Alberta through either a licensed third-party provider or the AGLC.
We discontinued off-track betting at our St. Albert property at the end of April 2026. We converted the previous OTB room into a slot VIP room with 12 additional slot machines.
Results in US dollars were impacted by a 2.3% increase in the average exchange rate between the US dollar and Canadian dollar for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The exchange rate remained constant for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
The tables below provide results for the Canada reportable segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
| For the six months |
|
|
|
| ||||||||||
|
| ended June 30, |
|
|
| % |
| ended June 30, |
|
|
| % | ||||||||||
Amounts in CAD, in millions |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
Net operating revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
| 28.3 |
|
| 27.7 |
|
| 0.6 |
| 2.2% |
|
| 53.4 |
|
| 51.4 |
|
| 2.0 |
| 3.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
| 19.7 |
|
| 19.9 |
|
| (0.2) |
| (1.0%) |
|
| 37.3 |
|
| 37.4 |
|
| (0.1) |
| (0.3%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
| For the six months |
|
|
|
| ||||||||||
|
| ended June 30, |
|
|
| % |
| ended June 30, |
|
|
| % | ||||||||||
Amounts in USD, in millions |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
Net operating revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
| $ | 20.4 |
| $ | 20.0 |
| $ | 0.4 |
| 2.2% |
| $ | 38.7 |
| $ | 36.5 |
| $ | 2.2 |
| 6.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
| $ | 14.2 |
| $ | 14.4 |
| $ | (0.2) |
| (1.4%) |
| $ | 27.1 |
| $ | 26.6 |
| $ | 0.5 |
| 1.9% |
(1)Operating costs and expenses are calculated for this table as total operating costs and expenses less depreciation and amortization.
Three Months Ended June 30, 2026 and 2025
The following discussion highlights results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Explanations below are provided based on CAD results.
Net operating revenue increased due to increased gaming revenue at our St. Albert, Edmonton and Century Mile properties and increased food and beverage revenue at our St. Albert property. Net operating revenue at our Century Downs property remained constant. Operating costs and expenses remained relatively constant.
Six Months Ended June 30, 2026 and 2025
The following discussion highlights results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Explanations below are provided based on CAD results.
Net operating revenue increased due to increased gaming revenue at all properties and increased food and beverage revenue at our St. Albert property, offset by decreased pari-mutuel revenue at our Century Mile and Century Downs properties. Operating costs and expenses remained relatively constant.
A reconciliation of net earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this reportable segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
| For the six months |
|
|
|
| ||||||||||
|
| ended June 30, |
|
|
| % |
| ended June 30, |
|
|
| % | ||||||||||
Amounts in thousands |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
Gaming revenue |
| $ | 19,637 |
| $ | 24,144 |
| $ | (4,507) |
| (18.7%) |
| $ | 40,411 |
| $ | 44,131 |
| $ | (3,720) |
| (8.4%) |
Food and beverage revenue |
|
| 246 |
|
| 243 |
|
| 3 |
| 1.2% |
|
| 490 |
|
| 468 |
|
| 22 |
| 4.7% |
Other revenue |
|
| 39 |
|
| 322 |
|
| (283) |
| (87.9%) |
|
| 133 |
|
| 740 |
|
| (607) |
| (82.0%) |
Net operating revenue |
|
| 19,922 |
|
| 24,709 |
|
| (4,787) |
| (19.4%) |
|
| 41,034 |
|
| 45,339 |
|
| (4,305) |
| (9.5%) |
Gaming expenses |
|
| (12,981) |
|
| (15,562) |
|
| (2,581) |
| (16.6%) |
|
| (26,672) |
|
| (28,663) |
|
| (1,991) |
| (6.9%) |
Food and beverage expenses |
|
| (948) |
|
| (1,004) |
|
| (56) |
| (5.6%) |
|
| (1,881) |
|
| (1,997) |
|
| (116) |
| (5.8%) |
General and administrative expenses |
|
| (5,941) |
|
| (6,938) |
|
| (997) |
| (14.4%) |
|
| (11,926) |
|
| (13,213) |
|
| (1,287) |
| (9.7%) |
Depreciation and amortization |
|
| (711) |
|
| (741) |
|
| (30) |
| (4.0%) |
|
| (1,393) |
|
| (1,111) |
|
| 282 |
| 25.4% |
Total operating costs and expenses |
|
| (20,581) |
|
| (24,245) |
|
| (3,664) |
| (15.1%) |
|
| (41,872) |
|
| (44,984) |
|
| (3,112) |
| (6.9%) |
(Loss) earnings from operations |
|
| (659) |
|
| 464 |
|
| (1,123) |
| (242.0%) |
|
| (838) |
|
| 355 |
|
| (1,193) |
| (336.1%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| (23) |
|
| (241) |
|
| 218 |
| 90.5% |
|
| (430) |
|
| (331) |
|
| (99) |
| (29.9%) |
Net loss (earnings) attributable to non-controlling interests |
|
| 263 |
|
| (124) |
|
| 387 |
| 312.1% |
|
| 417 |
|
| (42) |
|
| 459 |
| 1092.9% |
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
|
| (528) |
|
| 245 |
|
| (773) |
| (315.5%) |
|
| (835) |
|
| 81 |
|
| (916) |
| (1130.9%) |
Adjusted EBITDAR |
| $ | 52 |
| $ | 1,942 |
| $ | (1,890) |
| (97.3%) |
| $ | 555 |
| $ | 2,488 |
| $ | (1,933) |
| (77.7%) |
In Poland, casino gaming licenses are granted for a term of six years. These licenses are not renewable. Before a gaming license expires in a particular city, there is a public notification of the available license and any gaming company can apply for a new license for that city. We closed our Hilton Hotel casino in Warsaw in June 2025 after we were notified that we had not received a new license. We were awarded a second license in Wroclaw in March 2025, and the casino opened in February 2026.
Results in US dollars were impacted by a 2.7% and 6.2% increase in the average exchange rate between the US dollar and Polish zloty for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.
The tables below provide results for the Poland reportable segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
| For the six months |
|
|
|
| ||||||||||
|
| ended June 30, |
|
|
| % |
| ended June 30, |
|
|
| % | ||||||||||
Amounts in PLN, in millions |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
Net operating revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
|
| 72.8 |
|
| 92.8 |
|
| (20.0) |
| (21.6%) |
|
| 149.3 |
|
| 175.3 |
|
| (26.0) |
| (14.8%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
|
| 72.6 |
|
| 88.3 |
|
| (15.7) |
| (17.8%) |
|
| 147.2 |
|
| 169.8 |
|
| (22.6) |
| (13.3%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
| For the six months |
|
|
|
| ||||||||||
|
| ended June 30, |
|
|
| % |
| ended June 30, |
|
|
| % | ||||||||||
Amounts in USD, in millions |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
Net operating revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
| $ | 19.9 |
| $ | 24.7 |
| $ | (4.8) |
| (19.4%) |
| $ | 41.0 |
| $ | 45.3 |
| $ | (4.3) |
| (9.5%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
| $ | 19.9 |
| $ | 23.5 |
| $ | (3.6) |
| (15.3%) |
| $ | 40.5 |
| $ | 43.9 |
| $ | (3.4) |
| (7.7%) |
(1)Operating costs and expenses are calculated for this table as total operating costs and expenses less depreciation and amortization.
Three and Six Months Ended June 30, 2026 and 2025
The following discussion highlights results for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Explanations below are provided based on PLN results.
Net operating revenue decreased primarily due to the closure of the casino at the Hilton Hotel in Warsaw, which was partially offset by increased revenue at the Warsaw Presidential Hotel, the casino in Katowice and the recently opened second casino in Wroclaw. In addition, table hold in June 2026 was unusually low having a negative impact on gaming revenue. Operating costs and expenses decreased due to decreased gaming-related expenses and decreased payroll and rent expense, primarily due to the closure of the casino at the Hilton Hotel in Warsaw.
A reconciliation of net (loss) earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this reportable segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.
RESULTS OF OPERATIONS – CORPORATE AND OTHER
The following discussion provides further detail of consolidated results of our additional business activities including certain other corporate and management operations that are not included in our reportable segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
| For the six months |
|
|
|
| ||||||||||
|
| ended June 30, |
|
|
| % |
| ended June 30, |
|
|
| % | ||||||||||
Amounts in thousands |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
|
| 2026 |
|
| 2025 |
|
| Change |
| Change |
General and administrative expenses |
|
| (4,924) |
|
| (3,133) |
|
| 1,791 |
| 57.2% |
|
| (8,557) |
|
| (6,574) |
|
| 1,983 |
| 30.2% |
Depreciation and amortization |
|
| (20) |
|
| (18) |
|
| 2 |
| 11.1% |
|
| (35) |
|
| (36) |
|
| (1) |
| (2.8%) |
Total operating costs and expenses |
|
| (4,944) |
|
| (3,151) |
|
| 1,793 |
| 56.9% |
|
| (8,592) |
|
| (6,610) |
|
| 1,982 |
| 30.0% |
Loss from operations |
|
| (4,944) |
|
| (3,151) |
|
| (1,793) |
| (56.9%) |
|
| (8,592) |
|
| (6,610) |
|
| (1,982) |
| (30.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| (103) |
|
| (38) |
|
| (65) |
| (171.1%) |
|
| (319) |
|
| (214) |
|
| (105) |
| (49.1%) |
Net loss attributable to Century Casinos, Inc. shareholders |
|
| (13,980) |
|
| (12,666) |
|
| (1,314) |
| (10.4%) |
|
| (26,695) |
|
| (25,506) |
|
| (1,189) |
| (4.7%) |
Adjusted EBITDAR |
| $ | (3,463) |
| $ | (2,938) |
| $ | (525) |
| (17.9%) |
| $ | (6,935) |
| $ | (6,088) |
| $ | (847) |
| (13.9%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three and Six Months Ended June 30, 2026 and 2025
The following discussion highlights results for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.
Total operating costs and expenses, including general and administrative expenses, increased primarily due to increased legal and accounting expenses and increased payroll costs due to the termination expense accrual described in Note 6, “Commitments, Contingencies and Other Matters,” to our condensed consolidated financial statements included in Part I, Item 1 of this report. Net loss attributable to Century Casinos, Inc. shareholders is driven primarily by interest expense under the Goldman Credit Agreement.
Corporate and Other is presented for reconciliation purposes only. A reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.
Non-Operating (Expense) Income
Non-operating (expense) income was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
|
|
|
|
|
| For the six months |
|
|
|
|
| ||||||||
|
| ended June 30, |
|
|
|
| % |
| ended June 30, |
|
|
|
| % | ||||||||
Amounts in thousands |
| 2026 |
| 2025 |
| $ Change |
| Change |
| 2026 |
| 2025 |
| $ Change |
| Change | ||||||
Interest income |
| $ | 85 |
| $ | 273 |
| $ | (188) |
| (68.9%) |
| $ | 221 |
| $ | 653 |
| $ | (432) |
| (66.2%) |
Interest expense |
|
| (25,937) |
|
| (26,211) |
|
| 274 |
| 1.0% |
|
| (51,882) |
|
| (52,247) |
|
| 365 |
| 0.7% |
(Loss) gain on foreign currency transactions, cost recovery income and other |
|
| (8) |
|
| 1,040 |
|
| (1,048) |
| (100.8%) |
|
| 165 |
|
| 1,159 |
|
| (994) |
| (85.8%) |
Non-operating (expense) income |
| $ | (25,860) |
| $ | (24,898) |
| $ | (962) |
| (3.9%) |
| $ | (51,496) |
| $ | (50,435) |
| $ | (1,061) |
| (2.1%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
Interest income is primarily related to interest earned on our cash reserves.
Interest expense
Interest expense is directly related to interest owed on the borrowings under our Goldman Credit Agreement, the UniCredit Term Loan, the CPL Credit Facility, the CPL Credit Agreement, our financing obligation under the Master Lease with VICI PropCo, deferred financing costs and our finance lease agreements. Interest expense in the US East, US Midwest and Canada reportable segments primarily relates to the Master Lease. Interest expense in Corporate and Other primarily relates to the Goldman Credit Agreement.
A breakdown of interest expense is below.
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| For the three months |
| For the six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
Amounts in thousands |
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
Interest expense - credit agreements |
| $ | 8,195 |
| $ | 8,864 |
| $ | 16,350 |
| $ | 17,656 |
Interest expense - VICI PropCo financing obligation |
|
| 16,887 |
|
| 16,494 |
|
| 33,827 |
|
| 32,896 |
Interest expense - deferred financing costs |
|
| 674 |
|
| 674 |
|
| 1,348 |
|
| 1,348 |
Interest expense - miscellaneous |
|
| 181 |
|
| 179 |
|
| 357 |
|
| 347 |
Total interest expense |
| $ | 25,937 |
| $ | 26,211 |
| $ | 51,882 |
| $ | 52,247 |
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(Loss) gain on foreign currency transactions, cost recovery income and other
Cost recovery income relates to infrastructure built during the development of the Century Downs REC project. The infrastructure was built by the non-controlling shareholders prior to our acquisition of our controlling ownership interest in CDR. The distribution to CDR’s non-controlling shareholders is part of an agreement between CRM and CDR. There was no cost recovery income received by CDR for the three and six months ended June 30, 2026. Cost recovery income of $1.0 million was received by CDR for the three and six months ended June 30, 2025.
Taxes
Income tax expense is recorded relative to the jurisdictions that recognize book earnings. During the six months ended June 30, 2026, we recognized income tax expense of $1.5 million on pre-tax loss of ($22.6) million, representing an effective income tax rate of (6.8%), compared to an income tax expense of $1.7 million on pre-tax loss of ($26.7) million, representing an effective income tax rate of (6.5%) for the same period in 2025. For further discussion of our effective income tax rates and an analysis of our effective income tax rate compared to the US federal statutory income tax rate, see Note 7, “Income Taxes,” to our condensed consolidated financial statements included in Part I, Item 1 of this report.
LIQUIDITY AND CAPITAL RESOURCES
Our business is capital intensive, and we rely heavily on the ability of our casinos to generate operating cash flow. We use the cash flows that we generate to maintain operations, fund reinvestment in existing properties for both refurbishment and expansion projects, repay third party debt, and pursue additional growth via new development and acquisition opportunities. When necessary and available, we supplement the cash flows generated by our operations with either cash on hand or funds provided by bank borrowings, other debt or equity financing activities or funding arrangements with third-party partners such as VICI PropCo in connection with our casino project in Caruthersville.
Cash Flows – Summary
Our cash flows, cash, cash equivalents and restricted cash, and working capital consisted of the following:
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| For the six months | ||||
|
| ended June 30, | ||||
Amounts in thousands |
| 2026 |
| 2025 | ||
Net cash provided by operating activities |
| $ | 7,314 |
| $ | 6,658 |
Net cash used in investing activities |
|
| (5,831) |
|
| (12,982) |
Net cash used in financing activities |
|
| (9,289) |
|
| (7,867) |
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|
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| As of June 30, | ||||
Amounts in thousands |
| 2026 |
| 2025 | ||
Cash, cash equivalents and restricted cash (1) |
| $ | 60,470 |
| $ | 85,807 |
Working capital (2) |
| $ | 15,014 |
| $ | 35,062 |
(1)Cash, cash equivalents and restricted cash as of June 30, 2025 included $0.2 million of cash previously funded by VICI PropCo that had not been spent on our Caruthersville project as of such date.
(2)Working capital is defined as current assets minus current liabilities.
Operating Activities
Trends in our operating cash flows tend to follow trends in earnings from operations excluding non-cash charges, offset by cash rent, income tax payments and interest payments on our long-term debt. Please refer to the condensed consolidated statements of cash flows in Part I, Item 1 of this Form 10-Q and to management’s discussion of the results of operations above in this Item 2 for a discussion of earnings from operations.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 consisted of $1.7 million in slot machines and gaming-related purchases for our US properties, $0.1 million of building improvements at our Central City property in Colorado, $0.6 million in elevator upgrades at the Nugget in Nevada, $0.1 million to add a sportsbook at Century Downs in Canada, $0.8 million to renovate the new Wroclaw casino in Poland, and $2.5 million in other fixed asset additions at our properties.
Net cash used in investing activities for the six months ended June 30, 2025 consisted of $0.7 million for a casino license in Poland, $1.3 million in slot machines and gaming-related purchases for our US properties, $0.7 million for exterior renovations at our Cripple Creek property in Colorado, $0.7 million in exterior renovations at Mountaineer in West Virginia, $0.2 million for bar renovations at Rocky Gap in Maryland, $3.6 million for our casino project in Caruthersville, Missouri, $2.0 million in elevator upgrades at the Nugget in Nevada, $0.7 million in racing-related updates at Century Downs and $0.5 million in exterior renovations at St. Albert in Canada, $0.6 million to renovate the new Wroclaw casino in Poland, and $2.3 million in other fixed asset additions at our properties, offset by $0.2 million collected on a note receivable and less than $0.1 million in proceeds from the disposal of assets.
Financing Activities
Net cash used in financing activities for the six months ended June 30, 2026 consisted of $4.0 million in distributions to non-controlling interests, $0.9 million to repurchase and retire shares of our common stock, $1.1 million of principal payments net of proceeds from borrowings and $3.3 million of repayments of insurance financing net of proceeds. See Part II, Item 5 of this Form 10-Q for additional details.
Net cash used in financing activities for the six months ended June 30, 2025 consisted of $4.7 million in distributions to non-controlling interests, $1.0 million to repurchase and retire shares of our common stock and $2.2 million of principal payments net of proceeds from borrowings.
Borrowings and Repayments of Long-Term Debt and Lease Agreements
As of June 30, 2026, our total debt under bank borrowings and other agreements, net of $7.4 million related to deferred financing costs, was $329.1 million, of which $321.4 million was long-term debt and $7.7 million was the current portion of long-term debt. The current portion relates to payments due within one year under our Goldman Credit Agreement, CPL Credit Facility, and the CPL Credit Agreement. Our Goldman Credit Agreement provides for a $350.0 million Term Loan, drawn in April 2022, and a $30.0 million Revolving Facility. No amounts are currently outstanding under the Revolving Facility. The CPL Credit Facility is a PLN 15.0 million ($4.0 million based on the exchange rate in effect on June 30, 2026) line of credit available through June 2027. We intend to repay the CPL Credit Facility and the current portion of our other debt obligations with available cash. If opportunities to repurchase debt at a discount are offered, as occurred in February 2024, we may undertake such repurchases. We also may seek to refinance our debt if market conditions allow. For a description of our debt agreements, see Note 4, “Long-Term Debt” to our condensed consolidated financial statements included in Part I, Item 1 of this report. Net Debt was $276.3 million as of June 30, 2026 compared to $252.5 million as of June 30, 2025. The increase in net debt is primarily due to decreased cash. For the definition and reconciliation of Net Debt to the most directly comparable US GAAP measure, see “Non-US GAAP Measures Definitions and Calculations – Net Debt” above.
The following table lists the remaining maturities of our debt in 2026:
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Amounts in thousands |
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|
|
|
|
| |
Goldman Term Loan (1) |
| CPL Credit Agreement |
| CPL Credit Facility (2) |
| Total | ||||
$ | 1,750 |
| $ | 129 |
| $ | 3,945 |
| $ | 5,824 |
(1)The Goldman Term Loan requires scheduled quarterly payments of $875,000, equal to 0.25% of the original aggregate principal amount of the Goldman Term Loan, with the balance due at maturity.
(2)The CPL Credit Facility is a line of credit available through June 2027. There is no set repayment schedule for the line of credit. We have included the balance in 2026 based on our planned repayment schedule.
As of June 30, 2026, estimated cash payments due under the Master Lease for the remainder of 2026 are $31.7 million, which includes a CPI increase. Cash payments to the non-controlling interests under the lease between Smooth Bourbon and the Nugget (the “Nugget Lease”) for 2026 are estimated to be $4.0 million.
The following table details cash payments under the Master Lease and 50% of the cash payments under the Nugget Lease for the three and six months ended June 30, 2026 and three and six months ended June 30, 2025.
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| For the three months ended |
| For the six months ended | ||||||||
|
| June 30, |
| June 30, | ||||||||
Amounts in thousands |
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
Master Lease |
| $ | 17,376 |
| $ | 14,404 |
| $ | 35,451 |
| $ | 28,731 |
Nugget Lease (1) |
|
| 2,018 |
|
| 1,936 |
|
| 4,023 |
|
| 3,849 |
(1)Represents payments with respect to the 50% interest in the Nugget Lease owned by Marnell through Smooth Bourbon. Smooth Bourbon is a 50% owned subsidiary of the Company that owns the real estate assets underlying the Nugget Casino Resort.
Rent expense related to the Master Lease is included in interest expense on our condensed consolidated statements of loss. The Nugget Lease is considered an intercompany lease, and income and expense related to the lease are eliminated in consolidation. The 50% interest in the Nugget Lease owned by Marnell through Smooth Bourbon is recorded as non-controlling interest on our condensed consolidated statements of loss.
The following table lists the amount of remaining 2026 payments due under our operating and finance lease agreements:
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Amounts in thousands |
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| |
Operating Leases |
| Finance Leases | ||
$ | 3,560 |
| $ | 157 |
Common Stock Repurchase Program
Since March 2000, our Board has had a discretionary program to repurchase our outstanding common stock. Beginning in May 2025, we have entered into 10b5-1 trading plans (the “Plans”) for the purpose of repurchasing shares of our outstanding common stock in accordance with the share repurchase program previously authorized by the Board. The Plans are intended to comply with Rule 10b5-1(c) under the Exchange Act. Repurchases of common stock under the Plans are being administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plans.
The Plan announced May 14, 2025 expired by its terms on July 31, 2025, the Plan announced August 11, 2025 expired by its terms on December 31, 2025, and the Plan announced on January 2, 2026 expired by its terms on May 10, 2026. The January 2, 2026 Plan authorized the repurchase of up to $1.5 million of shares of our outstanding common stock. During the three and six months ended June 30, 2026, we repurchased and retired 328,754 and 604,427 shares of our common stock for $0.5 million and $0.9 million, respectively, on the open market under the Plan. We have no currently active plans but may undertake additional stock repurchases in the future. See Part II, Item 2 of this report for additional details.
Potential Sources and Uses of Liquidity and Short-Term Liquidity
Historically, our primary source of liquidity and capital resources has been cash flow from operations. As of June 30, 2026, we had $60.2 million in cash and cash equivalents compared to $68.9 million in cash and cash equivalents at December 31, 2025. Financing activities of $5.8 million and investing activities of $11.1 million contributed to the decrease in cash and cash equivalents as discussed in “Financing Activities” and “Investing Activities” above. Remaining capital expenditures for 2026 are estimated to be approximately $9.7 million.
A substantial portion of our operating cash flow also is used to fund our debt repayments and lease payments as described in “Borrowings and Repayments of Long-Term Debt and Lease Agreements” above. When necessary and available, we supplement the cash flows generated by our operations with funds provided by bank borrowings or other debt or equity financing activities. If we have aggregate outstanding revolving loans, swingline loans, and letters of credit under the Goldman Credit Agreement greater than $10.5 million as of the last day of any fiscal quarter, we are required to maintain a Consolidated First Lien Net Leverage Ratio of 5.50 to 1.00 or less for such fiscal quarter. We had no outstanding revolving loans, swingline loans, or letters of credit as of June 30, 2026, and therefore the Consolidated First Lien Net Leverage Ratio requirement did not apply. As of June 30, 2026, we had $30.0 million available on our Revolving Facility. See Note 4, “Long-Term Debt” to our condensed consolidated financial statements included in Part I, Item 1 of this report.
We may be required to raise additional capital to address our liquidity and capital needs. We have a shelf registration statement with the SEC that became effective in June 2026 under which we may issue, from time to time, up to $100 million of common stock, preferred stock, debt securities and other securities.
If necessary, we may seek to obtain further term loans, mortgages or lines of credit with commercial banks, sale and leaseback transactions of property we own or acquire, or other debt financings or refinancings or equity financings to supplement our working capital and investing requirements. Our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the financing markets, the availability of sufficient amounts of financing, our financial performance and prospects and our credit ratings. A financing transaction may not be available on terms acceptable to us, or at all, and a financing transaction may be dilutive to our current stockholders. The failure to raise the funds necessary to fund our debt service and rent obligations and finance our operations and other capital requirements could have a material and adverse effect on our business, financial condition and liquidity.
Approximately $25.4 million of our total $60.2 million in cash and cash equivalents at June 30, 2026 is held by our foreign subsidiaries, of which $16.5 million, including $9.1 million in casino cash, is held by our Canadian subsidiaries, $3.9 million, including $3.2 million in casino cash, is held by our Poland subsidiary, and the remaining $5.0 million is held by our foreign corporate subsidiaries. The cash and cash equivalents held by our foreign subsidiaries are not available to fund US operations unless repatriated. We expect to incur withholding tax on future repatriation of current earnings in certain non-US subsidiaries.
Critical Accounting Estimates
As of the filing date of this report, there were no significant changes in our critical accounting estimates from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2025. See Note 2 to our Unaudited Condensed Consolidated Financial Statements for accounting pronouncements issued but not yet adopted that may impact the Company’s consolidated financial position, earnings, cash flows or disclosures.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We had no material changes in our exposure to market risks from that previously reported in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures – Our management, with the participation of our principal executive officers and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, for the period covered by this report. Based on such evaluation, our principal executive officers and principal financial officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2026 because of the material weakness described in "Material Weakness" below.
Material Weakness
We concluded that our internal control over financial reporting was not effective as of December 31, 2025 and that a material weakness existed. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Management identified the following material weakness in our internal control over financial reporting as of December 31, 2025: We did not adequately design, implement and maintain effective controls to timely review certain key inputs and assumptions used in the performance of impairment testing and related disclosures.
Remediation plan for material weakness
With the oversight of the Audit Committee of the Board, management is in the process of developing a detailed remediation plan to address the material weakness. Elements of the plan include the design and implementation of review attributes of the carrying value of invested capital at an increased level of precision of the calculation and additional reviews around assumptions used in the performance impairment testing. While we are devoting significant time and attention to these remediation efforts, the material weakness will not be considered remediated until management completes the design and implementation of the actions described above, the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective.
Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become subject to various legal proceedings arising from normal business operations. See Note 6 to our Unaudited Condensed Consolidated Financial Statements for additional information regarding legal actions and proceedings.
Item 1A. Risk Factors
Except as described below, there have been no material changes to the risk factors previously described in Part I, Item 1A of our Form 10-K for the fiscal year ended December 31, 2025.
Actions of activist shareholders could be disruptive and potentially costly, and the possibility that activist shareholders may seek changes that conflict with our strategies could cause uncertainty about the direction of our business.
Stockholders may from time to time engage in proxy solicitations, submit stockholder proposals or Board nominations or otherwise attempt to effect changes, assert influence, or acquire some level of control over us. In April 2026, we entered into a Nomination Agreement with Brigade. Pursuant to the Nomination Agreement, Brigade nominated Mitchell Etess as a director, who was subsequently approved and appointed by the Company’s Board of Directors upon the recommendation of the Board’s Governance and Nominating Committee. The Nomination Agreement provides that Brigade will not, subject to certain limited exceptions, make a business combination or purchase proposal for the Company or take any action in support of or make any public proposal with respect to controlling or influencing the Company’s management, the Board, or the Company’s policies or purchase any of the Company’s common stock. The standstill provisions of the Nominating Agreement have a term of nine months or a potentially earlier date, subject to certain terms and conditions.
Activist investors may attempt to effect changes in our strategic direction and how we are governed, or to acquire control over us. Some investors seek to increase short-term shareholder value by advocating for corporate actions, such as financial restructuring, increased borrowing, special dividends, stock repurchases, or even sales of assets or the entire company. While we welcome varying opinions from all shareholders, activist campaigns that contest or conflict with our strategic direction could have an adverse effect on our results of operations and financial condition, as responding to proxy contests and other actions by activist shareholders can disrupt our operations, be costly and time-consuming, and divert the attention of our board of directors and senior management from the pursuit of business strategies. In addition, perceived uncertainties as to our future direction as a result of changes to the composition of our board may lead to the perception of a change in the direction of the business, instability or lack of continuity, which may be exploited by our competitors, may cause concern to our current or potential customers, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners. These types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Repurchases
In March 2000, our Board approved a discretionary program to repurchase up to $5.0 million of our outstanding common stock. In November 2009, our Board approved an increase of the amount available to be repurchased under the program to $15.0 million. The repurchase program has no set expiration or termination date and had approximately $9.9 million remaining as of June 30, 2026.
Beginning in May 2025, we announced the Plans for the purpose of repurchasing shares of our outstanding common stock in accordance with the share repurchase program previously authorized by the Board. The Plans are intended to comply with Rule 10b5-1(c) under the Exchange Act. During the three months ended June 30, 2026, there were no repurchases under our repurchase program outside of the Plans. There are no currently active 10b5-1 trading plans.
The table below details the repurchases made under the Plans during the fiscal quarter ended June 30, 2026.
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Period |
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| Total number of shares purchased |
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| Average price paid per share |
|
| Total number of shares purchased as part of publicly announced plans |
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| Approximate dollar amount that may yet be purchased under the plan |
Plan Adopted January 1, 2026 |
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April 2026 |
|
| 281,942 |
|
| 1.49 |
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| 281,942 |
|
| 0.7 |
May 2026 |
|
| 46,812 |
|
| 1.46 |
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| 46,812 |
|
| — |
Total |
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| 328,754 |
|
| 1.49 |
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| 328,754 |
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Item 5. Other Information
Rule 10b5-1 Trading Plans
None of our directors or executive officers
Item 6. Exhibits
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Exhibit No. | Document |
3.1* | |
3.2 | |
31.1* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Co-Chief Executive Officer. |
31.2* | |
31.3* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Chief Financial Officer. |
32.1** | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Co-Chief Executive Officer. |
32.2** | |
32.3** | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Chief Financial Officer. |
101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101 |
* Filed herewith.
** Furnished herewith.
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/ Margaret Stapleton
Margaret Stapleton
Chief Financial Officer
(on behalf of the Registrant and as principal financial officer and as principal accounting officer)
Date: August 6, 2026
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
CENTURY CASINOS, INC.
FIRST: The name of the Corporation is Century Casinos, Inc.
SECOND: The address of the registered office of the Corporation in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at that address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).
FOURTH:
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A. The total number of shares of stock which the Corporation shall have authority to issue is 70,000,000, consisting of 50,000,000 shares of Common Stock, par value $.01 per share (the “Common Stock”), 20,000,000 shares of Preferred Stock, par value of $.01 per share (the “Preferred Stock”). |
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B. Shares of Preferred Stock may be issued from time to time in one or more series as provided for by the Board of Directors as permitted hereby. All shares of Preferred Stock shall be of equal rank and shall be identical, except in respect of the terms fixed herein or fixed by the Board of Directors for a series provided for by the Board of Directors as permitted hereby. All shares of any one series shall be identical in all respects with all the other shares of such series, except the shares of any one series issued at different times may differ as to the dates from which dividends thereon may be cumulative. |
The Board of Directors is hereby authorized, by resolution or resolutions, to establish, out of the unissued shares of Preferred Stock not then allocated to any series of Preferred Stock, additional series of Preferred Stock. Before any shares of any such additional series are issued, the Board of Directors shall fix and determine, and is hereby expressly empowered to fix and determine, by resolution or resolutions, the distinguishing characteristics and the relative rights, preferences, privileges and immunities of the shares thereof, so far as not inconsistent with the provisions of this Article FOURTH. Without limiting the generality of the foregoing, the Board of Directors may fix and determine:
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1. The designation of such series and the number of shares which shall constitute such series; |
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2. The rate of dividend, if any, payable on shares of such series; |
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3. Whether the shares of such series shall be cumulative, non-cumulative or partially cumulative as to dividends, and the dates from which any cumulative dividends are to accumulate; |
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4. Whether the shares of such series may be redeemed, and, if so, the price or prices at which and the terms and conditions on which shares of such series may be redeemed; |
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5. The amount payable upon shares of such series in the event of the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation; |
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6. The sinking fund provisions, if any, for the redemption of shares of such series; |
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7. The voting rights, if any, of the shares of such series; |
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8. The terms and conditions, if any, on which shares of such series may be converted into shares of common stock of the Corporation or of any other class or series; |
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9. Whether the shares of such series are to be preferred over shares of common stock of the Corporation or of any other class or series as to dividends, or upon the voluntary or involuntary dissolution, liquidation, or winding up of the affairs of the Corporation, or otherwise, and; |
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10. Any other characteristics, preferences, limitations, rights, privileges, immunities or terms not inconsistent with the provisions of this Article FOURTH. |
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C. Except as otherwise provided in this Certificate of Incorporation (including the resolutions adopted by the Board of Directors pursuant to Section B of this Article FOURTH), each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by him on all matters submitted to stockholders for a vote and each holder of Preferred Stock of any series that is entitled to vote on certain matters shall be entitled to such number of votes for each share held by him as may be specified in the resolutions providing for the issuance of such series. Except as otherwise provided by law, the presence, in person or by proxy, of the holders of record of shares of capital stock entitling the holders thereof to cast a majority of the votes entitled to be cast by the holders of shares of capital stock entitled to vote shall constitute a quorum at all meetings of the stockholders. |
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D. Notwithstanding any other provision of this Certificate of Incorporation to the contrary, but subject to the provisions of any resolutions of the Board of Directors adopted pursuant to this Article FOURTH creating any series of Preferred Stock, all shares of capital stock of the Corporation shall always be subject to redemption by the Corporation, by action of the Board of Directors, if in the judgment of the Board of Directors such action should be taken, pursuant to Section 151(b) of the GCL or any other applicable provision of law, to the extent necessary to obtain a license or franchise, or to prevent the loss or secure the reinstatement of any license or franchise from any governmental agency held by the Corporation or any Subsidiary to conduct any portion of the business of the Corporation, or any Subsidiary, which license or franchise is conditioned upon some or all of the holders of the Corporation’s stock of any class or series
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possessing prescribed qualifications. The terms and conditions of such redemption shall be as follows: |
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(a) the redemption price of the shares to be redeemed pursuant to this Section D of article FOURTH shall be equal to the Fair Market Value of such shares or such other redemption price as required by pertinent state or federal law pursuant to which the redemption is required; |
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(b) the redemption price of such shares may be paid in cash, Redemption Securities or any combination thereof; |
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(c) if less than all the shares held by Disqualified Holders are to be redeemed, the shares to be redeemed shall be selected in such manner as shall be determined by the Board of Directors, which may include selection first of the most recently purchased shares thereof, selection by lot or selection in any other manner determined by the Board of Directors; |
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(d) at least 30 days’ written notice of the Redemption Date shall be given to the record holders of the shares selected to be redeemed (unless waived in writing by any such holder); provided, however, that the Redemption Date may be the date on which written notice shall be given to record holders if the cash or Redemption Securities necessary to effect the redemption shall have been deposited in trust for the benefit of such record holders and subject to immediate withdrawal by them upon surrender of the stock certificates for their shares to be redeemed; |
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(e) from and after the Redemption Date or such earlier date as mandated by pertinent state or federal law, any and all rights of whatever nature, which may be held by the owners of shares selected for redemption (including without limitation any rights to vote or participate in dividends declared on stock of the same class or series as such shares), shall cease and terminate and they shall thenceforth be entitled only to receive the cash or Redemption Securities payable upon redemption; and |
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(f) such other terms and conditions as the Board of Directors shall determine. |
For purposes of this Section D of Article FOURTH:
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(i) “Disqualified Holder” shall mean any holder of shares of stock of the Corporation of any class (or classes) or series whose holding of such stock, either individually or when taken together with the holding of shares of stock of the Corporation of any class (or classes) or series by any other holders, may result, in the judgment of the Board of Directors, in the loss of, or the failure to secure a license or franchise or the reinstatement of, any license or franchise from any governmental agency held by the Corporation or any Subsidiary to conduct any portion of the business of the Corporation or any Subsidiary. |
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(ii) “Fair Market Value” of a share of the Corporation’s stock of any class or series shall mean the average Closing Price for such a share for the 45 most recent days on which shares of stock of such class or series shall have been traded preceding the day on which notice of redemption shall be given pursuant to paragraph (d) of this Section D of article FOURTH; provided, however, that if shares of stock of such class or series are not traded on any securities
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exchange or in the over-the-counter market, “Fair Market Value” shall be determined by the Board of Directors in good faith; and provided, further, however, that Fair Market Value of a share held by any stockholder who purchased any stock of the class (or classes) or series subject to redemption within 120 days of a Redemption Date need not (unless otherwise determined by the Board of Directors) exceed the purchase price paid by him for any stock of such class (or classes) or series of the Corporation. “Closing Price” on any day means the reported closing sales price or, in case no such sale takes place, the average of the reported closing bid and asked prices on the Composite Tape for the New York Stock Exchange-Listed Stocks, or, if stock of the class or series in question is not quoted on such Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the closing sales price, or for such stock on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such prices or quotations are available, the fair market value on the day in question as determined by the Board of Directors in good faith. |
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(iii) “Redemption Date” shall mean the date fixed by the Board of Directors for the redemption of any shares of stock of the Corporation pursuant to this Section D of Article FOURTH. |
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(iv) “Redemption Securities” shall mean any debt or equity securities of the Corporation, any Subsidiary or any other corporation, or any combination thereof, having such terms and conditions as shall be approved by the Board of Directors and which, together with cash, if any, to be paid as part of the redemption price, which has a value, at the time notice of redemption is given pursuant to paragraph (d) of this Section D of Article FOURTH, at least equal to the Fair Market Value of the shares to be redeemed pursuant to this Section D of Article FOURTH (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity). |
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(v) “Subsidiary” shall mean any corporation more than 50% of whose outstanding stock entitled to vote generally in the election of directors is owned by the Corporation, by one or more subsidiaries of the Corporation, or by the Corporation and one or more of its subsidiaries. |
FIFTH: A. The Board of Directors shall have the power to make, adopt, alter, amend, change or repeal the Bylaws of the Corporation by resolution adopted by the affirmative vote of a majority of the entire Board of Directors.
B. Stockholders may not make, adopt, alter, amend, change or repeal the bylaws of the Corporation except upon the affirmative vote of at least 80% of the votes entitled to be cast by the holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class.
SIXTH: The business and affairs of the Corporation shall be managed under the direction of a Board of Directors consisting of not fewer than three nor more than nine directors, the exact number to be fixed from time to time by resolution adopted by the affirmative vote of a two-thirds
majority of the entire Board of Directors. Whenever used in this Certificate of Incorporation, the phrase “entire Board of Directors” shall mean that number of directors fixed by the most recent resolution adopted pursuant to the preceding sentence prior to the date as of which a determination of the number of directors then constituting the entire Board of Directors shall be relevant for any purpose under this Certificate of Incorporation. The Directors shall be classified, with respect to the term for which they severally hold office, into three classes, each class to be as nearly equal in number as possible, the first class to hold office initially for a term expiring at the annual meeting of the stockholders to be held in 1995, the second class to hold office initially for a term expiring at the annual meeting of stockholders to be held in 1996, and the third class to hold office initially for a term expiring at the annual meeting of stockholders to be held in 1997, with the members of each class to hold office until their successors are elected and qualified. At each annual meeting of stockholders of the Corporation, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.
Any vacancy occurring in the Board of Directors and any newly created directorship resulting from any increase in the number of directors shall be filled solely by the affirmative vote of a two-thirds majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Any director may be removed from office with cause only by the affirmative vote of the holders of a majority of the then issued and outstanding voting stock of the Corporation and may be removed from office without cause only by the affirmative vote of the holders of 80% of the then issued and outstanding voting stock of the Corporation.
Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock or of any other class or series of shares issued by the Corporation shall have the right, voting separately by class or series, to elect directors under specified circumstances, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation applicable thereto, and such directors so elected shall not be classified pursuant to this Article SIXTH unless expressly provided by such terms.
This Article SIXTH may be altered, amended or repealed, and any provision inconsistent herewith may be adopted, only by the affirmative vote of the holders of 80% of the voting power of the shares of the Corporation’s voting stock, in addition to any other vote required by the GCL or this Certificate of Incorporation.
SEVENTH: Special meetings of the stockholders of the Corporation, for any purpose or purposes, may only be called at any time by a majority of the entire Board of Directors or by the Chairman of the Board, the Vice Chairman of the Board or the President of the Corporation.
EIGHTH: No stockholder action may be taken except at an annual or special meeting of stockholders of the Corporation and stockholders may not take any action by written consent in lieu of a meeting.
NINTH: A. In addition to any other affirmative vote required by law or the Certificate of Incorporation and except as otherwise expressly provided in Section C of this Article NINTH any Business Combination (as defined in Section B(c) of Article NINTH hereof) shall require the affirmative vote of the holders of least 80% of the voting power of all of the Voting Shares (as defined in Section B(i) of this Article NINTH hereof) voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any securities association or exchange or otherwise.
B. The following definitions shall apply with respect to this Article NINTH:
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(a) “affiliate” and “associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on May 1, 1994. |
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(b) “Beneficial Owner” and “beneficial ownership” shall have the meanings ascribed to such terms in Rule 13d-3 and Rule 13d-5 of the General Rules and Regulations under the Exchange Act, as in effect on May 1, 1994. |
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(c) “Business Combination” shall mean: |
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(i) any merger or consolidation of the Corporation or any Subsidiary with (A) an Interested Stockholder or (B) any other Person (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an affiliate or associate of an Interested Stockholder; |
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(ii) any sale, lease, exchange, mortgage, pledge, security agreement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint-venture participation or other arrangement, transfer or other disposition in a transaction or a series of transactions to or with, or proposed by or on behalf of, an Interested Stockholder or an affiliate or associate of an Interested Stockholder, of or involving any assets of the Corporation or any Subsidiary having an aggregate book value as of the end of the Corporation’s most recently ended fiscal quarter of $2,000,000 or more; |
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(iii) the issuance, transfer or exchange by the Corporation or any Subsidiary, in one transaction or a series of transactions, of any securities of the Corporation or any Subsidiary to, or proposed by or on behalf of, (A) an Interested Stockholder, or (B) any other Person (whether or not itself an Interested Stockholder) which is, or after such issuance, transfer or exchange would be, an affiliate or associate or an Interested Stockholder, except pursuant to the exercise of warrants or rights to purchase securities offered pro rata to all holders of the Voting Shares or pursuant to any other method affording substantially proportionate treatment to the holders of the Voting Shares. |
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(iv) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or any spin-off or split-up of any kind of the Corporation or any Subsidiary, proposed
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by or on behalf of an Interested Stockholder or an affiliate or associate of an Interested Stockholder; or |
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(v) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any Subsidiary or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly, or indirectly, in one transaction or a series of transactions, of increasing the percentage of the outstanding shares of (A) any class of equity securities of the Corporation or any Subsidiary or (B) any class of securities of the Corporation or any Subsidiary convertible into equity securities of the Corporation or any Subsidiary, represented by securities of such class which are directly or indirectly beneficially owned by an Interested Stockholder and all of its affiliates and associates. |
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(d) “Continuing Director” shall mean: |
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(i) any member of the Board of Directors of the Corporation who (A) is neither the Interested Stockholder involved in the transaction as to which a vote of Continuing Directors is provided under this Certificate of Incorporation nor an affiliate, associate, employee, agent, or nominee of such Interested Stockholder, or a relative of any of the foregoing, and (B) was a member of the Board of Directors of the Corporation prior to the time that such Interested Stockholder became an Interested Stockholder; and |
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(ii) any successor of a Continuing Director described in subsection (i) who (A) is not an affiliate or an associate of an Interested Stockholder involved in the transactions as to which a vote of Continuing Directors is provided under this Certificate of Incorporation, or of any of its affiliates other than the Corporation or any Subsidiary, and (B) is recommended or elected to succeed a Continuing Director by the affirmative vote of a majority of Continuing Directors then on the Board of Directors of the Corporation. |
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(e) “Fair Market Value” shall mean: |
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(i) in the case of stock, the highest dosing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sale price or bid quotation, as the case may be, with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any similar interdealer quotation system then in use, or, if no such quotation is available, the fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors; and |
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(ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by a majority of the Continuing Directors. |
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(f) “Interested Stockholder” shall mean any Person (other than the Corporation or any Subsidiary, any employee benefit plan maintained by the Corporation or any Subsidiary or trustee of, or fiduciary with respect to, any such plan when acting in such capacity) who or which: |
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(i) is, or was at any time within the two-year period immediately prior to the date in question, the Beneficial Owner, directly or indirectly, of 5% or more of the then outstanding Voting Shares; or |
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(ii) is an assignee of, or has otherwise succeeded to, any Voting Shares of which an Interested Stockholder was the Beneficial Owner, directly or indirectly, at any time within the two-year period immediately prior to the date in question, if such assignment or succession shall have occurred in the course of a transaction, or series of transactions, not involving a public offering within the meaning of the Securities Act of 1933, as amended. |
For the purpose of determining whether a Person is an Interested Stockholder, the outstanding Voting Shares shall include unissued shares of voting stock of the Corporation of which the Interested Stockholder is the Beneficial Owner, but shall not include any other shares of voting stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise, to any Person who is not the Interested Stockholder.
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(g) “Person” shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group deemed to be a person pursuant to Section 14(d)(2) of the Exchange Act, as in effect on May 1, 1994. |
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(h) “Subsidiary” shall mean any company of which the Corporation owns, directly or indirectly, (i) a majority of the outstanding shares of equity securities of such company or (ii) shares having a majority of the voting power represented by all of the outstanding voting stock of such company. |
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(i) “Voting Shares” shall mean the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors. |
C. The provision of Section A hereof shall not be applicable to any particular Business Combination, and such Business Combination shall require only such other vote, if any, of the shareholders of the Corporation as is required by the GCL or this Certificate of Incorporation, if the conditions specified in either of the following paragraphs (a) and (b) are met:
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(a) The Business Combination shall have been approved by the vote of a majority of the Continuing Directors, provided that the Continuing Directors constitute at least three members of the Board of Directors at the time of such approval. |
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(b) All of the following conditions shall have been met: |
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(i) with respect to each share of each class of outstanding voting stock of the Corporation (including common stock), the holder thereof shall be entitled to
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receive on or before the date of the consummation of the Business Combination (the “Consummation Date”), cash and consideration, in the form specified in Section C(b)(ii) hereof, with an aggregate Fair Market Value as of five days before the Consummation Date at least equal to the highest of the following: |
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(A) the highest per share price plus 30% (including brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder to which the Business Combination relates, or by an affiliate or associate of such Interested Stockholder, for any shares of such class of voting stock acquired by it (1) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or (2) in the transaction in which such Interested Stockholder became an Interested Stockholder, or (3) the highest per share sales price (including brokerage commissions, transfer taxes and soliciting dealer’s fees) of the voting stock within the two-year period immediately prior to the Announcement Date, whichever is higher; |
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(B) the Fair Market Value per share of such class of voting stock of the Corporation on the Announcement Date or on the date such Interested Stockholder became an Interested Stockholder, whichever is higher; |
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(C) the amount equal to the multiple of ten times the net pre-tax income per share of such voting stock of the Corporation for the last four fiscal quarters of the Corporation ended at least 30 days prior to the Consummation Date determined in accordance with generally accepted accounting principles consistently applied with prior periods by a majority of the Continuing Directors; or |
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(D) in the case of securities other than common stock, the highest preferential amount per share, if any, to which the holders of shares of such class of voting stock of the Corporation are entitled as of the Consummation Date in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation. |
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(ii) The consideration to be received by holders of a particular class of outstanding voting stock of the Corporation (including common stock) as described in Section A hereof shall be in cash or, if the consideration previously paid by or on behalf of the Interested Stockholder in connection with its acquisition of beneficial ownership of shares of such class of voting stock consisted, in whole or in part, of consideration other than cash, then in the same form as such consideration. If such payment for shares of any class of voting stock of the Corporation has been made in varying forms of consideration, the form of consideration for such class of voting stock shall be either cash or the form used to acquire the beneficial ownership of the largest number of shares of such class of voting stock previously acquired by the Interested Stockholder. |
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(iii) After such Interested Stockholder has become an Interested Stockholder and through the Consummation Date, unless approved by a majority of the Continuing Directors, there shall have been: (A) no failure to declare and pay at the regular date therefor any full dividends (whether or not cumulative) on the outstanding preferred stock of the Corporation, if any; (B) no reduction in the annual rate of dividends paid on the common stock of the Corporation (except as necessary to reflect any subdivision of the common stock); (C) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the common stock; and (D) no increase in the number of shares of voting stock of the Corporation beneficially owned by such Interested Stockholder except as part of the transaction which results in such Interested Stockholder becoming an Interested Stockholder. The provisions of clauses (A) and (B) of this subsection (iii) shall not apply if the Interested Stockholder or an affiliate or associate of the Interested Stockholder did not vote as a director of the Corporation in a manner consistent with clauses (A) and (B) of this subsection (iii) and the Interested Stockholder, within 10 days after any act or failure to act inconsistent with clauses (A) and (B) of this subsection (iii), notified the Board of Directors of the Corporation in writing that the Interested Stockholder disapproved thereof and requested in good faith that the Board of Directors rectify the act or failure to act |
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(iv) After such Interested Stockholder has become an Interested Stockholder, neither such Interested Stockholder nor any affiliate or associate thereof shall have received the benefit, directly or indirectly (except proportionately as a shareholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation or any of its Subsidiaries, whether in anticipation of or in connection with such Business Combination or otherwise. |
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(v) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Exchange Act and the General Rules and Regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to the stockholders of the Corporation at least 30 days prior to the Consummation Date (whether or not such proxy or information statement is required to be mailed pursuant to the Exchange Act or such rules and regulations or any subsequent provisions thereof). |
D. A majority of Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article NINTH, including, without limitation, (a) whether a Person is an Interested Stockholder, (b) the number of Voting Shares beneficially owned by any Person or whether a Person is a Beneficial Owner of securities, (c) whether a Person is an affiliate or associate of another, (d) whether the requirements of Section Ninth hereof have been met with respect to any Business Combination and (e) the Fair Market Value of any assets, securities or
other property. The determination of a majority of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article NINTH.
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E. |
(A) Nothing contained in this Article NINTH shall be construed to relieve an Interested Stockholder from any fiduciary obligation imposed by law. |
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(B) The fact that any Business Combination complies with the provisions of Article NINTH, Section C hereof shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the stockholders of the Corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of, or actions and responses taken with respect to, such Business Combination. |
F. The Board of Directors of the Corporation, when evaluating any offer of another party to (a) make a tender or exchange offer for any equity security of the Corporation, (b) merge or consolidate the Corporation with another Corporation, (c) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation or (d) have the Corporation enter into any other Business Combination, may, in connection with the exercise of its judgment in determining what is in the best interests of the Corporation and its shareholders, give due consideration to (i) all relevant factors, including without limitation the social, legal, environmental and economic effects on the employees, customers, suppliers and other affected persons, firms and corporations and on the communities and geographical areas in which the Corporation and its Subsidiaries operate or are located and on any of the businesses and properties of the Corporation or any of its Subsidiaries, as well as such other factors as the directors deem relevant, and (ii) the consideration being offered, not only in relation to the then current market price for the Corporation’s outstanding shares of capital stock, but also in relation to the then current value of the Corporation in a freely negotiated transaction and in relation to the Board of Directors’ estimate of the future value of the Corporation (including the unrealized value of its properties and assets) as an independent going concern. The provisions of this Section F shall also apply to consideration by the Continuing Directors of any of the foregoing.
G. This Article NINTH may be altered, amended or repealed, and any provision inconsistent herewith may be adopted, only by the affirmative vote of the holders of 80% of the voting power of the Corporation’s issued and outstanding Voting Shares, in addition to any other vote required by the GCL or this Certificate of Incorporation.
TENTH: A. Capitalized terms used in this Article TENTH, unless otherwise defined, shall have the meanings ascribed to them in Article NINTH of this Certificate of Incorporation.
B. If an Interested Stockholder becomes the Beneficial Owner of more than 50% of the Corporation’s then-issued and outstanding Voting Shares, pursuant to a tender or exchange offer and/or other transaction or series of transactions not involving the direct issuance of Voting Shares by the Corporation to the Interested Stockholder or to an affiliate or associate of the Interested Stockholder, the remaining shareholders of the Corporation (i.e., other than the Interested
Stockholder and any affiliate or associate of the Interested Stockholder) shall have the option to have the Corporation redeem their shares of the Corporation’s voting stock (including common stock) as provided in this Article TENTH. Provided, however, that the redemption option provided by this Article TENTH shall not apply, (i) if within 10 days following the commencement of such tender or exchange offer of any amendment thereto, the Continuing Directors, by majority vote, recommend to the Corporation’s stockholders that such tender or exchange offer be accepted; or (ii) if within 30 days following receipt by the Corporation of credible notice that any Interested Stockholder has so become the Beneficial Owner of more than 50% of the Corporation’s then issued and outstanding Voting Shares, the Continuing Directors determine the redemption as otherwise provided in this Article TENTH would not be in the best interests of the Corporation.
C. If the redemption option described in Section B becomes applicable, each holder of shares of the Corporation’s voting stock and each holder of options, warrants or other securities of the Corporation convertible into voting stock, other than the Interested Stockholder and the affiliates and associates of the Interested Stockholder, shall have the option (simultaneously with the exercise or conversion in the case of a holder of options, warrants or other convertible securities of the corporation), for 30 days following the mailing of the notice to holders provided for in Section D below, to have any or all of such holders’ shares of voting stock redeemed by the Corporation at the price provided in Section E below. Such option shall attach to and be transferable with the Corporation’s issued and outstanding shares of voting stock and shall not be personal to the holder thereof.
D. If the redemption option described in Section B becomes applicable, within 60 days following receipt by the Corporation of the aforesaid credible notice that any Interested Stockholder has become the Beneficial Owner of more than 50% of the Corporation’s Voting Shares as provided in Section B, the Corporation shall given written notice to the holders described in Section C, as such holders exist on a record date not more than 10 days before the mailing of such notice, advising them of the option to have their shares of the Corporation’s voting stock redeemed, the redemption price therefor determined pursuant to Section E and the procedures for such redemption including any applicable proration provisions. Such notice shall be by first class mail, postage prepaid, to the addresses of such holders last shown on the Corporation’s records. If the Corporation fails to give notice, any holder may serve written demand upon the Corporation to do so. If within 15 days of receipt of written demand, the Corporation fails to give the required notice, such holder at the expense and on behalf of the Corporation, may take reasonable action to give or cause such notice to be given and for such purposes shall be given reasonable access to the Corporation’s records.
E. The redemption price for each share of each class of the Corporation’s voting stock redeemed pursuant to this Article TENTH shall be the greatest of the following amounts:
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(i) the highest per share price plus 30% (including brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder or by any affiliate or associate of the Interested Stockholder for any shares of such class of voting stock acquired by it (A) within the two-year period immediately prior to the commencement of the tender or exchange offer described in Section B or (B) in the tender or exchange offer or other transaction or series of transactions in which such Interested Stockholder became
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the Beneficial Owner of more than 50% of the Corporation’s then issued and outstanding Voting Shares; |
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(ii) the Fair Market Value per share of such class of voting stock of the Corporation immediately prior to the commencement of the tender or exchange offer described in Section B or on the date such Interested Stockholder became the Beneficial Owner of more than 50% of the Corporation’s then issued and outstanding Voting Shares, whichever is higher; |
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(iii) the amount equal to the multiple of ten times the net pre-tax income per share of such voting stock of the Corporation for the last four fiscal quarters of the Corporation ended at least 30 days prior to the commencement of the tender or exchange offer described in Section B, determined in accordance with generally accepted accounting principles consistently applied with prior periods by a majority of the Continuing Directors; or |
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(iv) in the case of securities other than common stock, the highest preferential amount per share, if any, to which the holders of such class of voting stock of the Corporation are entitled as of the commencement of the tender or exchange offer described in Section B in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation. |
F. If shares of the Corporation’s voting stock become subject to redemption in accordance with this Article TENTH, the Continuing Directors shall designate a redemption agent, which shall be a national bank or trust company having combined capital and surplus of at least $25,000,000 and corporate trust powers. For 30 days following the mailing of the notice to holders referred to in Section D, such holders or their respective transferees may deposit with the redemption agent for redemption of their certificates representing all or less than all shares of the Corporation’s voting stock held of record by them. Redemption shall be deemed effected in accordance with any applicable proration procedures at the close of business on the last day of such redemption option period with respect to the shares represented by all certificates theretofore deposited in proper form for redemption with the redemption agent. The Corporation shall promptly from time to time deposit in trust with the redemption agent cash in the amount equal to the redemption price of all the shares of the Corporation’s voting stock so deposited for redemption, subject to reduction to the extent that proration is applicable. As soon as practicable following the last day of such redemption option period, the redemption agent shall issue and mail its checks payable to the order of the former holders entitled to receive the redemption price for each share of the Corporation’s voting stock so redeemed. Fractional shares shall not be redeemed. In the event of proration, the Corporation shall promptly cause certificates for each holder’s deposited shares of the Corporation’s voting stock not so redeemed to be reissued and mailed to such holder.
G. The powers and duties of the Continuing Directors and of the Board of Directors pursuant to Sections D and F of Article NINTH of this Certificate of Incorporation shall be equally applicable to the determinations and evaluations by the Continuing Directors or by the Board of Directors or any member thereof with respect to any tender or exchange offer or other transaction by an Interested Stockholder, and to the best interests of the Corporation with respect to the
redemption option or other matter provided by this Article TENTH. For purposes of such application any reference or implied reference in Sections D or F to Article NINTH shall rather be understood to mean and refer to this Article TENTH. The fact that any tender or exchange offer by an Interested Stockholder shall be for any or all shares of the Corporation’s voting stock, or at a price equal to or above the redemption price which may thereafter become applicable pursuant to Section E hereof, shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to recommend acceptance of such tender or exchange offer to the stockholders of the Corporation, nor shall the public announcement or making of such tender or exchange offer limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of, or actions and responses taken with respect to, such tender or exchange offer or the redemption option. Nothing contained in this Article TENTH shall be construed to relieve an Interested Stockholder from any fiduciary obligation imposed by law.
H. This Article TENTH may be altered, amended or replaced, and any provision inconsistent therewith may be adopted, only by the affirmative note of the holders of 80% of the voting power of the Corporation’s issued and outstanding Voting Shares, in addition to any other vote required by the GCL or this Certificate of Incorporation.
ELEVENTH: A. Subject to Section C of this Article ELEVENTH, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
B. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that; despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
C. Any indemnification under this Article ELEVENTH (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstance because he has met the applicable standard of conduct set forth in Section A or Section B of this Article ELEVENTH, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section A or Section B of this Article ELEVENTH or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.
D. For purposes of any determination under Section C of this Article ELEVENTH a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section D of Article ELEVENTH shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the corporation as a director, officer, employee or agent. The provisions of this Section D shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections A or B of this Article ELEVENTH as the case may be.
E. Notwithstanding any contrary determination in the specific case under Section C of this Article ELEVENTH, and notwithstanding the absence of any determination thereunder, any director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections A, B and D of this Article ELEVENTH. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections A or B and D of this Article ELEVENTH, as the case may be. Notice of any application for
indemnification pursuant to this Section E of Article ELEVENTH shall be given to the Corporation promptly upon the filing of such application.
F. Expenses incurred in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article ELEVENTH.
G. The indemnification and advancement of expenses provided by this Article ELEVENTH shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of, and advancement of expenses to, the persons specified in Sections A and B of this Article ELEVENTH shall be made to the fullest extent permitted by law. The provisions of this Article ELEVENTH shall not be deemed to preclude the indemnification of, and advancement of expenses to, any person who is not specified in Sections A or B of this Article ELEVENTH but whom the Corporation has the power or obligation to indemnify under the provisions of the GCL of the State of Delaware, or otherwise. The indemnification provided by this Article ELEVENTH shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
H. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article ELEVENTH.
I. For purposes of this Article ELEVENTH, reference to the “Corporation” shall include, in addition to the resulting corporation any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article ELEVENTH with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.
TWELFTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the GCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the GCL, order a meeting of the creditors or class of creditors, and/or of the Stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be and also on this Corporation.
THIRTEENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or thereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
FOURTEENTH: No director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of each director of the Corporation shall be limited or eliminated to the fullest extent permitted by the GCL as so amended from time to time.
FIFTEENTH: The Corporation shall not issue any voting securities or other voting interests except in accordance with the provisions of the Colorado Limited Gaming Act (the “Gaming Act”) and the regulations promulgated thereunder or any other gaming law (“Other State Gaming Laws”) or the regulations thereunder if the Board of Directors or any state gaming authority determines that the Company is subject to jurisdiction of such state because the Company intends to or is qualified to do business in such state. The issuance of any voting securities or other voting interests in violation thereof shall be void and such voting securities or other voting interests shall be deemed not to be issued and outstanding until (a) the Corporation shall cease to be subject to the jurisdiction of the Colorado Limited Gaming Control Commission (the “Commission”) or any other state gaming regulatory authority, or (b) the Commission or such state gaming authority shall, by affirmative action, validate said issuance or waive any defect in issuance.
No voting securities or other voting interests issued by the Corporation and no interest, claim or charge therein or thereto shall be transferred in any manner whatsoever except in accordance with the provisions of the Gaming Act and the regulations promulgated thereunder and Other State Gaming Laws and the regulations promulgated thereunder. Any transfer in violation thereof shall be void until (a) the Corporation shall cease to be subject to the jurisdiction of the
Commission or other state gaming authority, as the case may be, or (b) the Commission or other state gaming authority shall, by affirmative action, validate said transfer or waive any defect in said transfer.
If the Commission or any state gaming authority at any time determines that a holder of voting securities or other voting interest of this Corporation is unsuitable to hold such securities or other voting interests, then the issuer of such voting securities or other voting interests may, within 60 days after the finding of unsuitability, purchase such voting securities or other voting interests of such unsuitable person at the lesser of (i) the cash equivalent of such person’s investment in the Corporation, or (ii) the current market price as of the date of the finding of unsuitability unless such voting securities or other voting interests are transferred to a suitable person (as determined by the Commission or state gaming authority, as the case may be) within 60 days after the finding of unsuitability. Until such voting securities or other voting interests are owned by persons found by the Commission or state gaming authority, as the case may be, to be suitable to own them, (a) the Corporation shall not be required or permitted to pay any dividend or interest with regard to the voting securities or other voting interests, (b) the holder of such voting securities or other voting interests shall not be entitled to vote on any matter as the holder of the voting securities or other voting interests, and such voting securities or other voting interests shall not for any purposes be included in the voting securities or other voting interests of the Corporation entitled to vote, and (c) the Corporation shall not pay any remuneration in any form to the holder of the voting securities or other voting interests except in exchange for such voting securities or other voting interests as provided in this paragraph.
SIXTEENTH: The name and mailing address of the incorporator is:
Reid A. Godbolt, Esq.
1625 Broadway, Suite 1600
Denver, Colorado 80202
The power of the incorporator to amend the Certificate of Incorporation shall cease upon filing of this Certificate of Incorporation. The names of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify are: Erwin Haitzmann, Peter Hoetzinger, James Forbes, Norbert Teufelberger and Michael Raunegger. The address of each of the named directors is 50 South Steele Street, Suite 755, Denver, Colorado 80209.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of May, 1994.
/s/ Reid A. Godbolt
Reid A. Godbolt, Incorporator
EXHIBIT 31.1
CERTIFICATIONS
I, Erwin Haitzmann, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Century Casinos, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 6, 2026
/s/ Erwin Haitzmann
Erwin Haitzmann
Co-Chief Executive Officer
EXHIBIT 31.2
CERTIFICATIONS
I, Peter Hoetzinger, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Century Casinos, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 6, 2026
/s/ Peter Hoetzinger
Peter Hoetzinger
President and Co-Chief Executive Officer
EXHIBIT 31.3
CERTIFICATIONS
I, Margaret Stapleton, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Century Casinos, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 6, 2026
/s/ Margaret Stapleton
Margaret Stapleton
Chief Financial Officer
Exhibit 32.1
Certification of Co-Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report on Form 10-Q of Century Casinos, Inc. (the “Company”) for the quarter ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 6, 2026
/s/ Erwin Haitzmann
Erwin Haitzmann
Co-Chief Executive Officer
Exhibit 32.2
Certification of President and Co-Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report on Form 10-Q of Century Casinos, Inc. (the “Company”) for the quarter ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 6, 2026
/s/ Peter Hoetzinger
Peter Hoetzinger
President and Co-Chief Executive Officer
Exhibit 32.3
Certification of Chief Financial Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report on Form 10-Q of Century Casinos, Inc. (the “Company”) for the quarter ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 6, 2026
/s/ Margaret Stapleton
Margaret Stapleton
Chief Financial Officer