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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number: 0-22900
CENTURY CASINOS, INC.
(Exact name of registrant as specified in its charter)
|
|
DELAWARE |
84-1271317 |
(State or other jurisdiction of |
(I.R.S. Employer Identification No.) |
incorporation or organization) |
|
455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903
(Address of principal executive offices, including zip code)
(719) 527-8300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.01 Per Share Par Value |
CNTY |
Nasdaq Capital Market, Inc. |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically 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 þ 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 þ |
|
|
Non-accelerated Filer ¨ |
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Smaller Reporting Company þ |
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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 þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
30,020,396 shares of common stock, $0.01 par value per share, were outstanding as of August 4, 2025.
INDEX
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Part I |
FINANCIAL INFORMATION |
Page |
3 |
||
|
Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 |
3 |
|
Condensed Consolidated Statements of Loss for the Three and Six Months Ended June 30, 2025 and 2024 |
4 |
|
5 |
|
|
6 |
|
|
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 |
7 |
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8 |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
29 |
|
45 |
||
46 |
||
Part II |
OTHER INFORMATION |
|
46 |
||
46 |
||
46 |
||
47 |
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48 |
||
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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|
|
|
|
|
|
|
|
|
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|
|
|
|
June 30, |
|
|
December 31, |
|
Amounts in thousands, except for share and per share information |
|
2025 |
|
|
2024 |
|
ASSETS |
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
85,541 |
|
$ |
98,769 |
Receivables, net |
|
|
13,347 |
|
|
11,097 |
Prepaid expenses |
|
|
15,749 |
|
|
19,597 |
Inventories |
|
|
3,639 |
|
|
3,691 |
Other current assets |
|
|
1,016 |
|
|
2,395 |
Total Current Assets |
|
|
119,292 |
|
|
135,549 |
|
|
|
|
|
|
|
Property and equipment, net |
|
|
916,120 |
|
|
922,146 |
Leased right-of-use assets, net |
|
|
34,854 |
|
|
30,015 |
Goodwill |
|
|
37,288 |
|
|
36,256 |
Intangible assets, net |
|
|
82,140 |
|
|
84,916 |
Deferred income taxes |
|
|
17,298 |
|
|
16,159 |
Deposits and other |
|
|
1,459 |
|
|
1,271 |
Total Assets |
|
$ |
1,208,451 |
|
$ |
1,226,312 |
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
6,432 |
|
$ |
6,226 |
Current portion of operating lease liabilities |
|
|
5,185 |
|
|
4,034 |
Current portion of finance lease liabilities |
|
|
383 |
|
|
260 |
Accounts payable |
|
|
12,794 |
|
|
20,974 |
Accrued liabilities |
|
|
34,477 |
|
|
31,639 |
Accrued payroll |
|
|
15,659 |
|
|
14,504 |
Taxes payable |
|
|
9,300 |
|
|
8,407 |
Total Current Liabilities |
|
|
84,230 |
|
|
86,044 |
|
|
|
|
|
|
|
Long-term debt, net of current portion and deferred financing costs (Note 4) |
|
|
321,528 |
|
|
321,930 |
Long-term financing obligation to VICI Properties, Inc. subsidiaries (Note 5) |
|
|
712,929 |
|
|
700,970 |
Operating lease liabilities, net of current portion |
|
|
33,224 |
|
|
29,148 |
Finance lease liabilities, net of current portion |
|
|
641 |
|
|
494 |
Taxes payable and other |
|
|
408 |
|
|
677 |
Deferred income taxes |
|
|
5,292 |
|
|
5,045 |
Total Liabilities |
|
|
1,158,252 |
|
|
1,144,308 |
Commitments and Contingencies (Note 6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
Preferred stock; $0.01 par value; 20,000,000 shares authorized; no shares issued or outstanding |
|
|
— |
|
|
— |
Common stock; $0.01 par value; 50,000,000 shares authorized; 30,253,869 and 30,682,603 shares issued and outstanding |
|
|
303 |
|
|
307 |
Additional paid-in capital |
|
|
123,454 |
|
|
123,922 |
Retained loss |
|
|
(152,025) |
|
|
(119,103) |
Accumulated other comprehensive loss |
|
|
(13,225) |
|
|
(14,426) |
Total Century Casinos, Inc. Shareholders' Equity (Deficit) |
|
|
(41,493) |
|
|
(9,300) |
Non-controlling interests |
|
|
91,692 |
|
|
91,304 |
Total Equity |
|
|
50,199 |
|
|
82,004 |
Total Liabilities and Equity |
|
$ |
1,208,451 |
|
$ |
1,226,312 |
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF LOSS (Unaudited)
|
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|
|
|
|
|
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|
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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, except for per share information |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
Operating revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Gaming |
|
$ |
111,070 |
|
$ |
106,888 |
|
$ |
211,736 |
|
$ |
212,305 |
Pari-mutuel, sports betting and iGaming |
|
|
5,071 |
|
|
5,298 |
|
|
7,956 |
|
|
8,687 |
Hotel |
|
|
14,061 |
|
|
12,768 |
|
|
23,768 |
|
|
22,070 |
Food and beverage |
|
|
13,505 |
|
|
13,810 |
|
|
25,611 |
|
|
26,555 |
Other |
|
|
7,111 |
|
|
7,671 |
|
|
12,190 |
|
|
12,834 |
Net operating revenue |
|
|
150,818 |
|
|
146,435 |
|
|
281,261 |
|
|
282,451 |
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Gaming |
|
|
58,851 |
|
|
56,639 |
|
|
113,115 |
|
|
112,544 |
Pari-mutuel, sports betting and iGaming |
|
|
6,203 |
|
|
5,938 |
|
|
9,688 |
|
|
9,688 |
Hotel |
|
|
5,078 |
|
|
4,894 |
|
|
9,478 |
|
|
9,308 |
Food and beverage |
|
|
12,168 |
|
|
12,451 |
|
|
23,531 |
|
|
24,682 |
Other |
|
|
3,396 |
|
|
2,584 |
|
|
4,704 |
|
|
4,058 |
General and administrative |
|
|
35,704 |
|
|
37,219 |
|
|
71,794 |
|
|
75,144 |
Depreciation and amortization |
|
|
12,843 |
|
|
12,449 |
|
|
25,236 |
|
|
24,480 |
Total operating costs and expenses |
|
|
134,243 |
|
|
132,174 |
|
|
257,546 |
|
|
259,904 |
Earnings from operations |
|
|
16,575 |
|
|
14,261 |
|
|
23,715 |
|
|
22,547 |
Non-operating (expense) income: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
273 |
|
|
673 |
|
|
653 |
|
|
1,359 |
Interest expense |
|
|
(26,211) |
|
|
(25,756) |
|
|
(52,247) |
|
|
(51,570) |
Gain on foreign currency transactions, cost recovery income and other (Note 1) |
|
|
1,040 |
|
|
1,428 |
|
|
1,159 |
|
|
2,590 |
Non-operating (expense) income, net |
|
|
(24,898) |
|
|
(23,655) |
|
|
(50,435) |
|
|
(47,621) |
Loss before income taxes |
|
|
(8,323) |
|
|
(9,394) |
|
|
(26,720) |
|
|
(25,074) |
Income tax expense |
|
|
(1,250) |
|
|
(29,619) |
|
|
(1,732) |
|
|
(25,633) |
Net loss |
|
|
(9,573) |
|
|
(39,013) |
|
|
(28,452) |
|
|
(50,707) |
Net earnings attributable to non-controlling interests |
|
|
(2,736) |
|
|
(2,600) |
|
|
(4,470) |
|
|
(4,450) |
Net loss attributable to Century Casinos, Inc. shareholders |
|
$ |
(12,309) |
|
$ |
(41,613) |
|
$ |
(32,922) |
|
$ |
(55,157) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share attributable to Century Casinos, Inc. shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.40) |
|
$ |
(1.36) |
|
$ |
(1.08) |
|
$ |
(1.81) |
Diluted |
|
$ |
(0.40) |
|
$ |
(1.36) |
|
$ |
(1.08) |
|
$ |
(1.81) |
Weighted average shares outstanding - basic |
|
|
30,565 |
|
|
30,683 |
|
|
30,624 |
|
|
30,551 |
Weighted average shares outstanding - diluted |
|
|
30,565 |
|
|
30,683 |
|
|
30,624 |
|
|
30,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
For the six months |
||||||||
|
|
ended June 30, |
|
ended June 30, |
||||||||
Amounts in thousands |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
Net loss |
|
$ |
(9,573) |
|
$ |
(39,013) |
|
$ |
(28,452) |
|
$ |
(50,707) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
705 |
|
|
(244) |
|
|
1,792 |
|
|
(2,349) |
Other comprehensive income (loss) |
|
|
705 |
|
|
(244) |
|
|
1,792 |
|
|
(2,349) |
Comprehensive loss |
|
$ |
(8,868) |
|
$ |
(39,257) |
|
$ |
(26,660) |
|
$ |
(53,056) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings attributable to non-controlling interests |
|
|
(2,736) |
|
|
(2,600) |
|
|
(4,470) |
|
|
(4,450) |
Foreign currency translation adjustments |
|
|
(210) |
|
|
42 |
|
|
(591) |
|
|
82 |
Comprehensive loss attributable to Century Casinos, Inc. shareholders |
|
$ |
(11,814) |
|
$ |
(41,815) |
|
$ |
(31,721) |
|
$ |
(57,424) |
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
For the six months |
||||||||
|
|
ended June 30, |
|
ended June 30, |
||||||||
Amounts in thousands, except for share information |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
$ |
307 |
|
$ |
307 |
|
$ |
307 |
|
$ |
304 |
Common stock repurchase |
|
|
(4) |
|
|
— |
|
|
(4) |
|
|
— |
Performance stock unit issuance |
|
|
— |
|
|
— |
|
|
— |
|
|
3 |
Balance, end of period |
|
|
303 |
|
|
307 |
|
|
303 |
|
|
307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
$ |
124,212 |
|
$ |
124,359 |
|
$ |
123,922 |
|
$ |
124,094 |
Amortization of stock-based compensation |
|
|
196 |
|
|
343 |
|
|
486 |
|
|
846 |
Common stock repurchase (including incremental costs) |
|
|
(954) |
|
|
— |
|
|
(954) |
|
|
— |
Performance stock unit issuance |
|
|
— |
|
|
— |
|
|
— |
|
|
(238) |
Balance, end of period |
|
|
123,454 |
|
|
124,702 |
|
|
123,454 |
|
|
124,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Loss |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
$ |
(13,720) |
|
$ |
(14,138) |
|
$ |
(14,426) |
|
$ |
(12,073) |
Foreign currency translation adjustment |
|
|
495 |
|
|
(202) |
|
|
1,201 |
|
|
(2,267) |
Balance, end of period |
|
|
(13,225) |
|
|
(14,340) |
|
|
(13,225) |
|
|
(14,340) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained (Loss) Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
$ |
(139,716) |
|
$ |
(4,477) |
|
$ |
(119,103) |
|
$ |
9,067 |
Net loss |
|
|
(12,309) |
|
|
(41,613) |
|
|
(32,922) |
|
|
(55,157) |
Balance, end of period |
|
|
(152,025) |
|
|
(46,090) |
|
|
(152,025) |
|
|
(46,090) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Century Casinos, Inc. Shareholders' Equity (Deficit) |
|
$ |
(41,493) |
|
$ |
64,579 |
|
$ |
(41,493) |
|
$ |
64,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling Interests |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
$ |
91,489 |
|
$ |
92,898 |
|
$ |
91,304 |
|
$ |
93,049 |
Net earnings |
|
|
2,736 |
|
|
2,600 |
|
|
4,470 |
|
|
4,450 |
Foreign currency translation adjustment |
|
|
210 |
|
|
(42) |
|
|
591 |
|
|
(82) |
Distributions to non-controlling interests |
|
|
(2,743) |
|
|
(3,022) |
|
|
(4,673) |
|
|
(4,983) |
Balance, end of period |
|
|
91,692 |
|
|
92,434 |
|
|
91,692 |
|
|
92,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
$ |
50,199 |
|
$ |
157,013 |
|
$ |
50,199 |
|
$ |
157,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued |
|
|
— |
|
|
— |
|
|
— |
|
|
322,672 |
Common shares repurchased and retired |
|
|
(428,734) |
|
|
— |
|
|
(428,734) |
|
|
— |
See notes to unaudited condensed consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
|
|
|
|
|
|
|
|
For the six months |
|||||
|
ended June 30, |
|||||
Amounts in thousands |
|
2025 |
|
2024 |
||
Cash Flows provided by (used in) Operating Activities: |
|
|
|
|||
Net loss |
|
$ |
(28,452) |
|
$ |
(50,707) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
25,236 |
|
|
24,480 |
Operating lease expense |
|
|
3,730 |
|
|
2,934 |
Paid in kind interest on financing obligation |
|
|
4,179 |
|
|
1,774 |
Loss on disposition of fixed assets |
|
|
84 |
|
|
843 |
Amortization of stock-based compensation expense |
|
|
486 |
|
|
846 |
Amortization of deferred financing costs and discount on notes receivable |
|
|
1,381 |
|
|
1,348 |
Gain on debt repurchase |
|
|
— |
|
|
(146) |
Deferred taxes |
|
|
(892) |
|
|
22,937 |
Changes in Operating Assets and Liabilities: |
|
|
|
|
|
|
Receivables, net |
|
|
(2,063) |
|
|
1,214 |
Prepaid expenses and other assets |
|
|
3,645 |
|
|
(4,181) |
Accounts payable |
|
|
(9,066) |
|
|
(5,027) |
Other current and long-term liabilities |
|
|
4,805 |
|
|
9,152 |
Inventories |
|
|
90 |
|
|
654 |
Accrued payroll |
|
|
377 |
|
|
(993) |
Taxes payable |
|
|
3,118 |
|
|
(13,604) |
Net cash provided by (used in) operating activities |
|
|
6,658 |
|
|
(8,476) |
|
|
|
|
|
|
|
Cash Flows (used in) provided by Investing Activities: |
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(12,498) |
|
|
(34,340) |
Notes receivable proceeds |
|
|
160 |
|
|
— |
Purchase of intangible assets - casino license |
|
|
(677) |
|
|
(1,759) |
Proceeds from disposition of assets |
|
|
33 |
|
|
47 |
Net cash used in investing activities |
|
|
(12,982) |
|
|
(36,052) |
|
|
|
|
|
|
|
Cash Flows (used in) provided by Financing Activities: |
|
|
|
|
|
|
Proceeds from borrowings |
|
|
1,000 |
|
|
9,900 |
Principal payments |
|
|
(3,245) |
|
|
(5,063) |
Distributions to non-controlling interests |
|
|
(4,673) |
|
|
(4,983) |
Common shares repurchased and retired |
|
|
(949) |
|
|
— |
Repurchase of shares to satisfy tax withholding |
|
|
— |
|
|
(235) |
Net cash used in financing activities |
|
|
(7,867) |
|
|
(381) |
|
|
|
|
|
|
|
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash |
|
$ |
985 |
|
$ |
(3,237) |
|
|
|
|
|
|
|
Decrease in Cash, Cash Equivalents and Restricted Cash |
|
$ |
(13,206) |
|
$ |
(48,146) |
|
|
|
|
|
|
|
Cash, Cash Equivalents and Restricted Cash at Beginning of Period |
|
$ |
99,013 |
|
$ |
171,590 |
Cash, Cash Equivalents and Restricted Cash at End of Period |
|
$ |
85,807 |
|
$ |
123,444 |
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
Interest paid |
|
$ |
47,344 |
|
$ |
41,580 |
Income taxes paid |
|
$ |
1,539 |
|
$ |
14,724 |
Income tax refunds |
|
$ |
1,086 |
|
$ |
— |
Non-Cash Investing Activities: |
|
|
|
|
|
|
Purchase of property and equipment on account |
|
$ |
3,059 |
|
$ |
4,550 |
See notes to unaudited condensed consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1.DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Century Casinos, Inc. (the “Company”) is a casino entertainment company with operations primarily in North America. The Company’s operations as of June 30, 2025 are detailed below.
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 50% owned subsidiary of the Company, owns the real estate assets underlying this property. Smooth Bourbon is consolidated as a subsidiary for which the Company has a controlling financial interest. See discussion below.
The Company’s Colorado, West Virginia and Nevada subsidiaries have partnered with sports betting and iGaming operators to offer sports wagering and online betting through mobile apps. The Company has also partnered with a sports betting operator to offer sports wagering in Missouri which is expected to begin in the fourth quarter of 2025. During 2024, two of the Company’s sports betting partners in Colorado requested early termination of their agreements, and the Company agreed to cancel the agreements. The agreement with Circa Sports was cancelled in May 2024 and the agreement with Tipico Group Ltd. was cancelled in July 2024. As part of the termination agreement with Circa Sports, the Company received a payment of $1.1 million that included sports betting revenue owed from January 2024 to May 2024 and a breakage fee of $0.7 million. The breakage fee was recorded as other revenue on the Company’s condensed consolidated statements of loss for the three and six months ended June 30, 2024. Prior to the termination of the agreements, revenue from these agreements was $1.8 million per year in our United States segment.
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 66.6% of Casinos Poland Ltd (“CPL” or “Casinos Poland”). CPL owns and operates casinos throughout Poland. As of June 30, 2025, CPL operated five casinos throughout Poland. CPL is consolidated as a majority-owned subsidiary for which the Company has a controlling financial interest. Polish Airports Company (“Polish Airports”) owns the remaining 33.3% of CPL, which is reported as a non-controlling financial interest. See Note 3 for additional information regarding CPL’s gaming licenses and casinos.
The Company owns 75% of United Horsemen of Alberta Inc. dba Century Downs Racetrack and Casino (“CDR” or “Century Downs”). CDR operates Century Downs Racetrack and Casino, a racetrack and entertainment center (“REC”) in Balzac, a north metropolitan area of Calgary, Alberta, Canada. CDR is consolidated as a majority-owned subsidiary for which the Company has a controlling financial interest. The remaining 25% of CDR is owned by unaffiliated shareholders and is reported as a non-controlling financial interest. A subsidiary of VICI PropCo owns the real estate assets underlying this property, and the Company leases the assets under the Master Lease.
Through its wholly-owned subsidiary Century Nevada Acquisition, Inc., the Company has a 50% equity interest in Smooth Bourbon. The Company consolidates Smooth Bourbon as a subsidiary for which it has a controlling financial interest. The Company determined it has a controlling financial interest in Smooth Bourbon based on the Nugget being the primary beneficiary of Smooth Bourbon.
The remaining 50% of Smooth Bourbon is owned by Marnell Gaming, LLC (“Marnell”) and is reported as a non-controlling financial interest.
Other Projects and Developments
Sports Betting – Missouri
In May 2025, the Company announced that it has partnered with BetMGM, LLC (“BetMGM”) to operate an online and mobile sports betting application under the Company’s license in Missouri. The agreement includes a percentage of net gaming revenue payable to the Company, with a guaranteed minimum, as well as retail sportsbook options to be exercised at its discretion. Sports betting is expected to begin in Missouri in the fourth quarter of 2025.
Caruthersville Land-Based Casino and Hotel
On November 1, 2024, the Company opened its new land-based casino with a 38 room hotel adjacent to and connected with the existing casino pavilion building in Caruthersville, Missouri. The project cost approximately $51.9 million and was funded through financing provided by VICI PropCo in conjunction with the Master Lease. The Company previously amended its Master Lease on December 1, 2022 to provide for an increase in initial annualized rent of approximately $4.2 million upon completion of the Caruthersville project. See Note 5, “Long-Term Financing Obligation” for additional information regarding the amendment to the Master Lease.
Cape Girardeau Hotel
On April 4, 2024, the Company opened its 69 room hotel in Cape Girardeau, Missouri called The Riverview. The Riverview is a six story building with 68,000 square feet that is adjacent to and connected with the existing casino building. The project cost approximately $30.5 million. The Company financed the project with cash on hand.
Preparation of Financial Statements
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 December 31, 2024. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year.
Reclassifications – Certain prior period amounts have been reclassified to conform to the current presentation in the condensed consolidated financial statements and the accompanying notes thereto.
Cash and Cash Equivalents and Restricted Cash – A reconciliation of cash and cash equivalents and restricted cash as stated in the Company’s condensed consolidated statements of cash flows is presented in the following table:
|
|
|
|
|
|
|
|
|
June 30, |
|
June 30, |
||
Amounts in thousands |
|
2025 |
|
2024 |
||
Cash and cash equivalents |
|
$ |
85,541 |
|
$ |
123,200 |
Restricted cash included in deposits and other |
|
|
266 |
|
|
244 |
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows |
|
$ |
85,807 |
|
$ |
123,444 |
As of June 30, 2025, the Company had $0.2 million related to payments of prizes and giveaways for Casinos Poland and $0.1 million related to an insurance policy in restricted cash included in deposits and other on its condensed consolidated balance sheet. As of June 30, 2024, the Company had $0.1 million related to payments of prizes and giveaways for Casinos Poland and $0.1 million related to an insurance policy in restricted cash included in deposits and other on its condensed consolidated balance sheet.
Use of Estimates – The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Management’s use of estimates includes estimates for property and equipment, goodwill, intangible assets and income tax.
Presentation of Foreign Currency Amounts – The Company’s functional currency is the US dollar (“USD” or “$”). Foreign subsidiaries with a functional currency other than the US dollar translate assets and liabilities at current exchange rates at the end of the reporting periods, while income and expense accounts are translated at average exchange rates for the respective periods. The Company and its subsidiaries enter into various transactions made in currencies different from their functional currencies. These transactions are typically denominated in the Canadian dollar (“CAD”), Euro (“EUR”) and Polish zloty (“PLN”). Gains and losses resulting from changes in foreign currency exchange rates related to these transactions are included in income from operations as they occur.
The exchange rates to the US dollar used to translate balances at the end of the reported periods are as follows:
|
|
|
|
|
|
|
As of June 30, |
|
As of December 31, |
Ending Rates |
|
2025 |
|
2024 |
Canadian dollar (CAD) |
|
1.3660 |
|
1.4349 |
Euros (EUR) |
|
0.8529 |
|
0.9611 |
Polish zloty (PLN) |
|
3.6156 |
|
4.1106 |
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 |
|
2025 |
|
2024 |
|
% Change |
|
2025 |
|
2024 |
|
% Change |
Canadian dollar (CAD) |
|
1.3843 |
|
1.3683 |
|
(1.2%) |
|
1.4096 |
|
1.3579 |
|
(3.8%) |
Euros (EUR) |
|
0.8816 |
|
0.9290 |
|
5.1% |
|
0.9166 |
|
0.9250 |
|
0.9% |
Polish zloty (PLN) |
|
3.7569 |
|
3.9965 |
|
6.0% |
|
3.8787 |
|
3.9932 |
|
2.9% |
Source: Xe Currency Converter |
|
|
|
|
||||||||
Cost Recovery Income – Cost recovery income is related to infrastructure built during the development of CDR. The infrastructure was built by the non-controlling shareholders prior to the Company’s acquisition of its controlling ownership interest in CDR. Income received by CDR related to cost recoveries is included in gain on foreign currency transactions, cost recovery income and other. The distribution of cost recovery income to CDR’s non-controlling shareholders is recorded as distributions to non-controlling interests.
2.SIGNIFICANT ACCOUNTING POLICIES
Accounting Pronouncements Pending Adoption
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements – Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative (“ASU 2023-06”). The objective of ASU 2023-06 is to update and simplify disclosure requirements and is intended to align US GAAP and SEC requirements. Early adoption of ASU 2023-06 is not permitted. The guidance relates to various topics and is effective on the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. The Company is reviewing the updates provided by this standard. The Company does not expect the adoption of the standard to have a material impact on the Company’s financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740); Improvements to Income Tax Disclosures (“ASU 2023-09”). The objective of ASU 2023-09 is to improve income tax disclosure requirements. Under ASU 2023-09, entities must annually (1) disclose specific categories in the income tax rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Early adoption of ASU 2023-09 is permitted. The guidance is effective for annual periods beginning after December 15, 2024. The Company does not expect the adoption of the standard to have a material impact on its financial statements.
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.
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.
Significant Accounting Policies
Stock Repurchases – The Company records retirements of repurchased common stock at cost and allocates the excess of the repurchase price over the par value of shares acquired to both retained earnings and additional paid-in capital. The portion allocated to additional paid-in capital is calculated on a pro rata basis of the shares to be retired and the total shares issued and outstanding as of the date of retirement. When shares of common stock are retired, they are deducted from the number of shares issued. Excise tax payments related to the repurchase of common stock are reported as an operating activity on the Company’s condensed consolidated statement of cash flows.
3.GOODWILL AND INTANGIBLE ASSETS
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. Testing compares the estimated fair values of our reporting units to the reporting units’ carrying values. The reportable segments with goodwill balances as of June 30, 2025 included the United States, 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, EBITDAR 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 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. Changes in the carrying amount of goodwill related to the United States, Canada and Poland segments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
United States |
|
Canada |
|
Poland |
|
Total |
||||
Gross carrying value January 1, 2025 |
|
$ |
89,975 |
|
$ |
6,932 |
|
$ |
6,226 |
|
$ |
103,133 |
Currency translation |
|
|
— |
|
|
180 |
|
|
852 |
|
|
1,032 |
Gross carrying value June 30, 2025 |
|
|
89,975 |
|
|
7,112 |
|
|
7,078 |
|
|
104,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated impairment losses January 1, 2025 |
|
|
(63,502) |
|
|
(3,375) |
|
|
— |
|
|
(66,877) |
Accumulated impairment losses June 30, 2025 |
|
|
(63,502) |
|
|
(3,375) |
|
|
— |
|
|
(66,877) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying value at January 1, 2025 |
|
$ |
26,473 |
|
$ |
3,557 |
|
$ |
6,226 |
|
$ |
36,256 |
Net carrying value at June 30, 2025 |
|
$ |
26,473 |
|
$ |
3,737 |
|
$ |
7,078 |
|
$ |
37,288 |
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. Intangible assets at June 30, 2025 and December 31, 2024 consisted of the following:
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
Amounts in thousands |
|
2025 |
|
2024 |
||
Finite-lived |
|
|
|
|
|
|
Casino licenses |
|
$ |
3,770 |
|
$ |
3,055 |
Less: accumulated amortization |
|
|
(848) |
|
|
(844) |
|
|
|
2,922 |
|
|
2,211 |
Trademarks |
|
|
16,718 |
|
|
16,718 |
Less: accumulated amortization |
|
|
(4,340) |
|
|
(3,508) |
|
|
|
12,378 |
|
|
13,210 |
Player's club lists |
|
|
59,253 |
|
|
59,253 |
Less: accumulated amortization |
|
|
(24,447) |
|
|
(21,048) |
|
|
|
34,806 |
|
|
38,205 |
Total finite-lived intangible assets, net |
|
|
50,106 |
|
|
53,626 |
Indefinite-lived |
|
|
|
|
|
|
Casino licenses |
|
|
30,239 |
|
|
29,698 |
Trademarks |
|
|
1,795 |
|
|
1,592 |
Total indefinite-lived intangible assets |
|
|
32,034 |
|
|
31,290 |
Total intangible assets, net |
|
$ |
82,140 |
|
$ |
84,916 |
Trademarks
The Company currently owns five trademarks: Century Casinos, Mountaineer, Nugget, Rocky Gap and Casinos Poland. The trademarks are reported as intangible assets on the Company’s condensed consolidated balance sheets.
Trademarks: Finite-Lived
The Company has determined that the Mountaineer, Nugget and Rocky Gap trademarks, all reported in the United States segment, have useful lives of ten years after considering, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to promote and support the trademark. As such, the trademarks will be amortized over their useful lives. Costs incurred to renew trademarks that are finite-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 United States trademarks are as follows:
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
|
Balance at |
|
|
Amortization |
|
|
Balance at June 30, 2025 |
United States |
|
$ |
13,210 |
|
$ |
(832) |
|
$ |
12,378 |
|
|
|
|
|
|
|
|
|
|
As of June 30, 2025, estimated amortization expense of the United States trademarks over the next five years and thereafter was as follows:
|
|
|
|
Amounts in thousands |
|
|
|
2025 |
|
$ |
833 |
2026 |
|
|
1,665 |
2027 |
|
|
1,665 |
2028 |
|
|
1,665 |
2029 |
|
|
1,645 |
Thereafter |
|
|
4,905 |
|
|
$ |
12,378 |
Trademark amortization expense was $0.4 million for each of the three months ended June 30, 2025 and 2024 and $0.8 million for each of the six months ended June 30, 2025 and 2024. The weighted-average amortization period of the United States trademarks is 6.8 years.
Trademarks: Indefinite-Lived
The Company has determined that the Casinos Poland trademark, reported in the Poland segment, and the Century Casinos trademark, reported in the Corporate and Other segment, 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, 2025 |
|
|
Currency translation |
|
|
Balance at June 30, 2025 |
Poland |
|
$ |
1,484 |
|
$ |
203 |
|
$ |
1,687 |
Corporate and Other |
|
|
108 |
|
|
— |
|
|
108 |
|
|
$ |
1,592 |
|
$ |
203 |
|
$ |
1,795 |
|
|
|
|
|
|
|
|
|
|
Casino Licenses: Finite-Lived
As of June 30, 2025, Casinos Poland had six casino licenses, each with an original term of six years, which are reported as finite-lived intangible assets and are amortized over their respective useful lives.
Changes in the carrying amount of the Casinos Poland licenses are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
|
Balance at January 1, 2025 |
|
|
New Casino License |
|
|
Amortization |
|
|
Currency translation |
|
|
Balance at June 30, 2025 |
Poland |
|
$ |
2,211 |
|
$ |
677 |
|
$ |
(294) |
|
$ |
328 |
|
$ |
2,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2025, estimated amortization expense for the CPL casino licenses over the next five years and thereafter was as follows:
|
|
|
|
Amounts in thousands |
|
|
|
2025 |
|
$ |
314 |
2026 |
|
|
628 |
2027 |
|
|
628 |
2028 |
|
|
586 |
2029 |
|
|
543 |
Thereafter |
|
|
223 |
|
|
$ |
2,922 |
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 $0.2 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively, and $0.3 million for each of the six months ended June 30, 2025 and 2024. The weighted average period before the next license expiration is 4.6 years. In Poland, gaming 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. Although the Company applies for the new license prior to the expiration of the current license, there is no guarantee a new license will be awarded prior to the expiration of the current license or at all. The Company was awarded a second license in the city of Wroclaw in March 2025. The Company expects to open the casino in the fourth quarter of 2025. The Company was notified in June 2025 that it had not received a new license for its Hilton Hotel casino in Warsaw.
Casino Licenses: Indefinite-Lived
The Company has determined that the casino licenses held in the United States segment from the Missouri Gaming Commission, the West Virginia Lottery Commission and the Nevada Gaming Commission (held by Smooth Bourbon) and those held in the Canada segment from 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, 2025 |
United States |
|
$ |
18,962 |
|
$ |
— |
|
$ |
18,962 |
Canada |
|
|
10,736 |
|
|
541 |
|
|
11,277 |
|
|
$ |
29,698 |
|
$ |
541 |
|
$ |
30,239 |
|
|
|
|
|
|
|
|
|
|
Player’s Club Lists
The Company has determined that the player’s club lists, reported in the United States segment, have useful lives of seven to 10 years based on estimated revenue attrition among the player’s club members over each property’s historical operations, as estimated by management. As such, the player’s club lists will be amortized over their useful lives. Changes in the carrying amount of the player’s club lists are as follows:
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
|
Balance at |
|
|
Amortization |
|
|
Balance at June 30, 2025 |
United States |
|
$ |
38,205 |
|
$ |
(3,399) |
|
$ |
34,806 |
As of June 30, 2025, estimated amortization expense for the player’s club lists over the next five years and thereafter was as follows:
|
|
|
|
Amounts in thousands |
|
|
|
2025 |
|
$ |
3,399 |
2026 |
|
|
6,556 |
2027 |
|
|
3,888 |
2028 |
|
|
3,888 |
2029 |
|
|
3,888 |
Thereafter |
|
|
13,187 |
|
|
$ |
34,806 |
Player’s club amortization expense was $1.7 million for each of the three months ended June 30, 2025 and 2024 and $3.4 million for each of the six months ended June 30, 2025 and 2024. The weighted-average amortization period for the player’s club lists is 4.0 years.
4. LONG-TERM DEBT
Long-term debt and the weighted average interest rates as of June 30, 2025 and December 31, 2024 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
June 30, 2025 |
|
December 31, 2024 |
||||||||
Goldman term loan |
|
$ |
335,134 |
|
|
10.49% |
|
$ |
336,884 |
|
|
11.45% |
Credit facility - CPL |
|
|
2,150 |
|
|
7.39% |
|
|
1,339 |
|
|
7.30% |
UniCredit term loan |
|
|
782 |
|
|
3.13% |
|
|
1,387 |
|
|
3.02% |
Total principal |
|
$ |
338,066 |
|
|
10.46% |
|
$ |
339,610 |
|
|
11.39% |
Deferred financing costs |
|
|
(10,106) |
|
|
|
|
|
(11,454) |
|
|
|
Total long-term debt |
|
$ |
327,960 |
|
|
|
|
$ |
328,156 |
|
|
|
Less current portion |
|
|
(6,432) |
|
|
|
|
|
(6,226) |
|
|
|
Long-term portion |
|
$ |
321,528 |
|
|
|
|
$ |
321,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 $350.0 million Goldman Term Loan and a $30.0 million Revolving Facility. As of June 30, 2025, the outstanding balance of the Goldman Term Loan was $335.1 million and the Company had $30.0 million available to borrow on the Revolving Facility. The Company used the Goldman Term Loan to fund the acquisition of the Nugget, for the repayment of approximately $166.2 million outstanding under a prior credit facility and for related fees and expenses.
The Goldman Term Loan matures on April 1, 2029, and the Revolving Facility matures on April 1, 2027. The Revolving Facility includes up to $10.0 million available for the issuance of letters of credit. 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. The Company repurchased approximately $3.5 million principal amount of the Goldman Term Loan for 97% of its value in February 2024.
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 6.00% per annum with respect to SOFR Loans and 5.00% per annum with respect to ABR Loans. For the six months ended June 30, 2024 and 2025, the weighted average interest rates under the Goldman Term Loan were 11.55% and 10.49%, respectively. The applicable margin for loans under the Revolving Facility (“Revolving Loans”) is (1) so long as the Consolidated First Lien Net Leverage Ratio (as defined in the Goldman Credit Agreement) of the Company is greater than 2.75 to 1.00, the applicable margin for Revolving Loans that are SOFR Loans will be 5.25% per annum, and for Revolving Loans that are ABR Loans will be 4.25% per annum; (2) so long as the Consolidated First Lien Net Leverage Ratio of the Company is less than or equal to 2.75 to 1.00 but greater than 2.25 to 1.00, the applicable margin for Revolving Loans that are SOFR Loans will be 5.00% per annum, and for Revolving Loans that are ABR Loans will be 4.00% per annum; and (3) so long as the Consolidated First Lien Net Leverage Ratio of the Company is less than or equal to 2.25 to 1.00, the applicable margin for Revolving Loans that are SOFR Loans will be 4.75% per annum, and for Revolving Loans that are ABR Loans will be 3.75% per annum.
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 0.50% of the principal amount of unused commitments of such lender, subject to a stepdown to 0.375% based upon the Company’s Consolidated First Lien Net Leverage Ratio. The Company is also required to pay letter of credit fees equal to the applicable margin then in effect for SOFR Loans that are Revolving Loans multiplied by the average daily maximum aggregate amount available to be drawn under all letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125% of the face amount of such letter of credit. The Company is also required to pay customary agency fees. Fees related to the Goldman Credit Agreement of $0.1 million were recorded as interest expense in the condensed consolidated statements of loss for each of the three and six months ended June 30, 2025 and 2024.
The Goldman Credit Agreement requires the Company to prepay the Goldman Term Loan, subject to certain exceptions, with:
• 100% of the net cash proceeds of certain non-ordinary course asset sales or certain casualty events, subject to certain exceptions; and
• 50% of the Company’s annual Excess Cash Flow (as defined in the Goldman Credit Agreement) (which percentage will be reduced to 25% if the Consolidated First Lien Net Leverage Ratio is greater than 2.25 to 1.00 but less than or equal to 2.75 to 1.00, and to 0% if the Consolidated First Lien Net Leverage Ratio is less than or equal to 2.25 to 1.00).
The Goldman Credit Agreement provides that the Goldman Term Loan may be prepaid without a premium or penalties.
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 $10.5 million as of the last day of any fiscal quarter, it is required to maintain a Consolidated First Lien Net Leverage Ratio of 5.50 to 1.00 or less for such fiscal quarter. The Company had no outstanding revolving loans, swingline loans, or letters of credit and therefore, the Consolidated First Lien Net Leverage Ratio did not apply as of June 30, 2025.
Deferred financing costs consist of the Company’s costs related to financings. Amortization expenses relating to the Goldman Credit Agreement were $0.7 million for each of the three months ended June 30, 2025 and 2024 and $1.3 million for each of the six months ended June 30, 2025 and 2024. These costs are included in interest expense in the condensed consolidated statements of loss for the three and six months ended June 30, 2025 and 2024.
Casinos Poland
As of June 30, 2025, CPL had a short-term line of credit with mBank S.A. (“mBank”) used to finance current operations. The short-term line of credit was amended in June 2025 to extend the line of credit borrowing capacity of PLN 15.0 million through June 25, 2026. The line of credit bears an interest rate of overnight WIBOR plus 2.00%. As of June 30, 2025, the credit facility had an outstanding balance of PLN 7.8 million ($2.2 million based on the exchange rate in effect on June 30, 2025) and PLN 7.2 million ($2.0 million based on the exchange rate in effect on June 30, 2025) was available for additional borrowing. The credit agreement is secured by a building owned by CPL in Warsaw. The credit facility contains a number of covenants applicable to CPL, including covenants that require CPL to maintain certain liquidity and liability to asset ratios. CPL was not in compliance with all applicable financial covenants under the mBank credit agreement as of June 30, 2025. The violation of the covenant allows the lender to increase the interest rate by 0.50% until the covenants are met again but does not result in an acceleration of the loan.
Under Polish gaming law, CPL is required to maintain PLN 4.8 million in the form of deposits or bank guarantees for payment of casino jackpots and gaming tax obligations. mBank issued guarantees to CPL for this purpose totaling PLN 4.8 million ($1.3 million based on the exchange rate in effect on June 30, 2025). The mBank guarantees are secured by land owned by CPL in Kolbaskowo, Poland as well as a deposit of PLN 1.7 million ($0.5 million based on the exchange rate in effect on June 30, 2025) with mBank and will terminate in January 2031 and September 2030, respectively. CPL also is required to maintain deposits or provide bank guarantees for payment of additional prizes and giveaways at the casinos. The amount of these deposits varies depending on the value of the prizes. CPL maintained PLN 0.7 million ($0.2 million based on the exchange rate in effect on June 30, 2025) in deposits for this purpose as of June 30, 2025. These deposits are included in deposits and other on the Company’s condensed consolidated balance sheets.
Century Resorts Management
As of June 30, 2025, CRM had a credit agreement with UniCredit Bank Austria AG (“UniCredit”) originally entered into in August 2018 as a $7.4 million line of credit for acquisitions and capital expenditures at the Company’s existing operations or new operations. The line of credit was converted to a EUR 6.0 million term loan in June 2021 (the “UniCredit Term Loan”). The UniCredit Term Loan matures on December 31, 2025 and bears interest at a rate of 2.875%. As of June 30, 2025, the amount outstanding was EUR 0.7 million ($0.8 million based on the exchange rate in effect on June 30, 2025) and the Company had no further borrowings available. The UniCredit Term Loan is secured by a EUR 6.0 million guarantee by the Company and has no financial covenants.
As of June 30, 2025, scheduled repayments related to long-term debt were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
Goldman Term Loan |
|
CPL Credit Facility |
|
UniCredit Term Loan |
|
Total |
||||
2025 |
|
$ |
1,750 |
|
$ |
2,150 |
|
$ |
782 |
|
$ |
4,682 |
2026 |
|
|
3,500 |
|
|
— |
|
|
— |
|
|
3,500 |
2027 |
|
|
3,500 |
|
|
— |
|
|
— |
|
|
3,500 |
2028 |
|
|
3,500 |
|
|
— |
|
|
— |
|
|
3,500 |
2029 |
|
|
322,884 |
|
|
— |
|
|
— |
|
|
322,884 |
Total |
|
$ |
335,134 |
|
$ |
2,150 |
|
$ |
782 |
|
$ |
338,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
5.LONG-TERM FINANCING OBLIGATION
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:
On December 1, 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 $4.2 million, the cash payments for which can be deferred for a period of 12 months after the completion of the project, and (iii) other related modifications. The Company has elected to defer the cash payments related to the increase in initial annualized rent for 12 months, and the deferred rent will be paid over a six month period beginning in December 2025.
On July 25, 2023, an amendment (i) added Rocky Gap to the Master Lease, (ii) increased initial annualized rent by approximately $15.5 million and (iii) extended the initial Master Lease term for 15 years from the date of the amendment (subject to the four existing five year renewal options).
On September 6, 2023, an amendment (i) added the Century Canadian Portfolio to the Master Lease, (ii) increased initial annualized rent by approximately CAD 17.3 million ($12.7 million based on the exchange rate on June 30, 2025) and (iii) extended the initial Master Lease term for 15 years from the date of the amendment (subject to the four existing five year renewal options).
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 35 years, using an average imputed discount rate of approximately 8.9%. The value of the failed sale-leaseback financing obligation is dependent upon assumptions regarding the amount of the payments and the estimated discount rate of the payments required by a market participant.
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 15 years with no purchase option. At the Company’s option, the Master Lease may be extended for up to four five year renewal terms beyond the 15 year term. The Company exercised one five year renewal option when the Master Lease was amended on December 1, 2022. The renewal terms are effective as to all, but not less than all, of the property then subject to the Master Lease. The Company does not have the ability to terminate its obligations under the Master Lease prior to its expiration without the Landlord’s consent.
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 1.0125% (the “Base Rent Escalator”) or the increase in the Consumer Price Index (“CPI”). The CPI rent escalator for the Century Canadian Portfolio is capped at 2.5%. The Base Rent Escalator is subject to adjustment from and after the sixth year of the Master Lease if the Minimum Rent Coverage Ratio (as defined in the Master Lease) is not satisfied.
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 1.0125%. The estimated future payments shown below are not adjusted for increases based on the CPI. Remaining cash rent payments adjusted for CPI for the year ending December 31, 2025 are estimated to be $30.0 million.
|
|
|
|
Amounts in thousands |
|
|
|
2025 (1) |
|
$ |
28,540 |
2026 (1) |
|
|
63,424 |
2027 |
|
|
60,673 |
2028 |
|
|
61,431 |
2029 |
|
|
62,199 |
Thereafter |
|
|
2,162,709 |
Total payments |
|
|
2,438,976 |
Residual value |
|
|
20,964 |
Less imputed interest |
|
|
(1,747,011) |
Total |
|
$ |
712,929 |
(1)Included in 2025 and 2026 is the $4.2 million in additional annual rent related to the Caruthersville project that has been deferred for 12 months and will be paid over a six month period beginning in December 2025.
Total payments and interest expense related to the Master Lease for the three and six months ended June 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
For the six months ended |
||||||||
|
|
June 30, |
|
June 30, |
||||||||
Amounts in thousands |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
Payments made per Master Lease |
|
$ |
13,671 |
|
$ |
14,635 |
|
$ |
27,266 |
|
$ |
23,706 |
CPI increase |
|
|
733 |
|
|
560 |
|
|
1,465 |
|
|
933 |
Total payments made including CPI increase |
|
|
14,404 |
|
|
15,195 |
|
|
28,731 |
|
|
24,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for principal (1) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Cash paid for interest |
|
|
14,404 |
|
|
15,195 |
|
|
28,731 |
|
|
24,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
$ |
16,494 |
|
$ |
15,175 |
|
$ |
32,896 |
|
$ |
30,374 |
(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.
6.COMMITMENTS, CONTINGENCIES AND OTHER MATTERS
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 Costs (Poland) – The Company was notified in the fourth quarter of 2024 that it was not awarded a new license to operate a casino in Krakow, Poland. Agreements with the employees at the Krakow casino provide for payment of salaries for a negotiated termination period and severance pay. The final payments related to the Krakow casino were made in June 2025 and the estimate was adjusted based on these final payments.
The Company was notified in June 2025 that it was not awarded a new license to operate a casino at the Hilton Hotel in Warsaw, Poland. Agreements with the employees at the Hilton Hotel casino in Warsaw provide for severance pay and the estimated severance expense was included in the accrued severance liability as of June 30, 2025. Payments to the Hilton Hotel casino employees are expected to be made by the end of 2025.
A reconciliation of the liability as of June 30, 2025 is presented below.
|
|
|
|
Amounts in thousands |
|
|
|
Balance as of January 1, 2025 |
|
$ |
766 |
Termination costs (1) |
|
|
357 |
Payments |
|
|
(741) |
Estimate adjustments |
|
|
(152) |
Currency translation |
|
|
65 |
Balance as of June 30, 2025 |
|
$ |
295 |
|
|
|
|
(1)Termination costs are included in general and administrative expenses in the Poland reportable segment for the three and six months ended June 30, 2025.
7.INCOME TAXES
Income tax expense or benefits are recorded relative to the jurisdictions that recognize book earnings. For the six months ended June 30, 2025, the Company recognized income tax expense of $1.7 million on pre-tax loss of ($26.7) million, representing an effective income tax rate of (6.5%) compared to income tax expense of $25.6 million on pre-tax loss of ($25.1) million, representing an effective income tax rate of (102.2%) for the same period in 2024.
For the six months ended June 30, 2025, 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, 2025.
A number of items caused the effective income tax rate for the six months ended June 30, 2025 to differ from the US federal statutory income tax rate of 21%, including certain nondeductible business expenses in Poland, various exchange rate benefits, and income attributable to the non-controlling interest holder of Smooth Bourbon, which is taxed as a partnership for US federal income tax purposes. Further, the Company expects to incur withholding tax on future repatriation of current earnings in certain non-US subsidiaries.
The Company continues to maintain a full valuation allowance on deferred tax assets for CMR, CRM and Century Resorts International Ltd. Additionally, the Company maintains a full valuation allowance on certain net deferred tax assets in the United States, which was initially recorded in the second quarter of 2024.
8.EQUITY
Earnings (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, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
For the six months |
||||||||
|
|
ended June 30, |
|
ended June 30, |
||||||||
Amounts in thousands |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
Weighted average common shares, basic |
|
|
30,565 |
|
|
30,683 |
|
|
30,624 |
|
|
30,551 |
Dilutive effect of stock options |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Weighted average common shares, diluted |
|
|
30,565 |
|
|
30,683 |
|
|
30,624 |
|
|
30,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following stock options are anti-dilutive and have not been included in the weighted average shares outstanding calculation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
For the six months |
||||||||
|
|
ended June 30, |
|
ended June 30, |
||||||||
Amounts in thousands |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
Stock options |
|
|
437 |
|
|
121 |
|
|
256 |
|
|
336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Repurchase Program
Since March 2000, the Company has had a discretionary program to repurchase its outstanding common stock. On May 14, 2025, the Company announced a 10b5-1 trading plan (the “Plan”) for the purpose of repurchasing up to $3.0 million of shares of the Company’s outstanding common stock (the “Repurchase Limit”) in accordance with the share repurchase program previously authorized by the Company’s Board of Directors. The Plan is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
The Plan allowed the Company to repurchase shares up to the Repurchase Limit through July 31, 2025. Repurchases of common stock under the Plan are being administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plan. During the three and six months ended June 30, 2025, the Company repurchased and retired 428,734 shares of the Company’s common stock for $0.9 million on the open market under the Plan. The total amount remaining under the Plan was $2.1 million as of June 30, 2025. The Plan expired by its terms on July 31, 2025. See Part II, Item 2 of this report for additional details.
9. FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS REPORTING
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 no transfers between the three levels for the three and six months ended June 30, 2025 and 2024.
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 no assets or liabilities measured at fair value on a non-recurring basis as of June 30, 2025.
Debt – The carrying value of the Goldman Credit Agreement, the UniCredit Term Loan and CPL’s short-term line of credit approximate fair value based on the variable interest paid on the obligations. The estimated fair values of the outstanding balances under the Goldman Credit Agreement and UniCredit Term Loan are designated as Level 2 measurements in the fair value hierarchy based on quoted prices in active markets for similar liabilities. The carrying value of CPL’s short-term line of credit approximates fair value due to the short-term nature of the agreement. 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. As of June 30, 2025 and December 31, 2024, the Company had no cash equivalents.
10.REVENUE RECOGNITION
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
For the six months |
||||||||
|
|
ended June 30, |
|
ended June 30, |
||||||||
Amounts in thousands |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
Revenue from contracts with customers |
|
$ |
150,818 |
|
$ |
146,435 |
|
$ |
281,261 |
|
$ |
282,451 |
Cost recovery income |
|
|
991 |
|
|
1,066 |
|
|
991 |
|
|
1,066 |
Total revenue |
|
$ |
151,809 |
|
$ |
147,501 |
|
$ |
282,252 |
|
$ |
283,517 |
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2025 |
|||||||||||||
Amounts in thousands |
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Gaming |
$ |
74,511 |
|
$ |
12,415 |
|
$ |
24,144 |
|
$ |
— |
|
$ |
111,070 |
Pari-mutuel, sports betting and iGaming |
|
2,484 |
|
|
2,587 |
|
|
— |
|
|
— |
|
|
5,071 |
Hotel |
|
13,885 |
|
|
176 |
|
|
— |
|
|
— |
|
|
14,061 |
Food and beverage |
|
10,047 |
|
|
3,215 |
|
|
243 |
|
|
— |
|
|
13,505 |
Other |
|
5,177 |
|
|
1,612 |
|
|
322 |
|
|
— |
|
|
7,111 |
Net operating revenue |
$ |
106,104 |
|
$ |
20,005 |
|
$ |
24,709 |
|
$ |
— |
|
$ |
150,818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2024 |
|||||||||||||
Amounts in thousands |
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Gaming |
$ |
74,768 |
|
$ |
12,506 |
|
$ |
19,614 |
|
$ |
— |
|
$ |
106,888 |
Pari-mutuel, sports betting and iGaming |
|
2,775 |
|
|
2,523 |
|
|
— |
|
|
— |
|
|
5,298 |
Hotel |
|
12,618 |
|
|
150 |
|
|
— |
|
|
— |
|
|
12,768 |
Food and beverage |
|
10,510 |
|
|
3,084 |
|
|
216 |
|
|
— |
|
|
13,810 |
Other |
|
5,844 |
|
|
1,564 |
|
|
263 |
|
|
— |
|
|
7,671 |
Net operating revenue |
$ |
106,515 |
|
$ |
19,827 |
|
$ |
20,093 |
|
$ |
— |
|
$ |
146,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2025 |
|||||||||||||
Amounts in thousands |
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Gaming |
$ |
144,411 |
|
$ |
23,194 |
|
$ |
44,131 |
|
$ |
— |
|
$ |
211,736 |
Pari-mutuel, sports betting and iGaming |
|
3,470 |
|
|
4,486 |
|
|
— |
|
|
— |
|
|
7,956 |
Hotel |
|
23,465 |
|
|
303 |
|
|
— |
|
|
— |
|
|
23,768 |
Food and beverage |
|
19,441 |
|
|
5,702 |
|
|
468 |
|
|
— |
|
|
25,611 |
Other |
|
8,614 |
|
|
2,836 |
|
|
740 |
|
|
— |
|
|
12,190 |
Net operating revenue |
$ |
199,401 |
|
$ |
36,521 |
|
$ |
45,339 |
|
$ |
— |
|
$ |
281,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2024 |
|||||||||||||
Amounts in thousands |
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Gaming |
$ |
147,072 |
|
$ |
24,523 |
|
$ |
40,710 |
|
$ |
— |
|
$ |
212,305 |
Pari-mutuel, sports betting and iGaming |
|
4,070 |
|
|
4,617 |
|
|
— |
|
|
— |
|
|
8,687 |
Hotel |
|
21,795 |
|
|
275 |
|
|
— |
|
|
— |
|
|
22,070 |
Food and beverage |
|
20,331 |
|
|
5,812 |
|
|
412 |
|
|
— |
|
|
26,555 |
Other |
|
9,275 |
|
|
2,926 |
|
|
620 |
|
|
13 |
|
|
12,834 |
Net operating revenue |
$ |
202,543 |
|
$ |
38,153 |
|
$ |
41,742 |
|
$ |
13 |
|
$ |
282,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 expected duration of the performance obligation is less than one year.
The amount of revenue recognized that was included in the opening contract liability balance was $3.3 million and $2.6 million for the three and six months ended June 30, 2025, respectively, and $2.4 million and $2.7 million for the three and six months ended June 30, 2024, respectively. This revenue consists primarily of the Company’s deferred gaming revenue from player points earned through play at the Company’s casinos located in the United States.
Activity in the Company’s receivables and contract liabilities is presented in the tables below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
For the three months ended |
||||||||
|
|
June 30, 2025 |
|
June 30, 2024 |
||||||||
Amounts in thousands |
|
Receivables |
|
Contract Liabilities |
|
Receivables |
|
Contract Liabilities |
||||
Opening |
|
$ |
493 |
|
$ |
4,808 |
|
$ |
1,109 |
|
$ |
6,064 |
Closing |
|
|
502 |
|
|
5,199 |
|
|
853 |
|
|
7,121 |
Increase (Decrease) |
|
$ |
9 |
|
$ |
391 |
|
$ |
(256) |
|
$ |
1,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
For the six months ended |
||||||||
|
|
June 30, 2025 |
|
June 30, 2024 |
||||||||
Amounts in thousands |
|
Receivables |
|
Contract Liabilities |
|
Receivables |
|
Contract Liabilities |
||||
Opening |
|
$ |
553 |
|
$ |
3,644 |
|
$ |
1,640 |
|
$ |
4,714 |
Closing |
|
|
502 |
|
|
5,199 |
|
|
853 |
|
|
7,121 |
(Decrease) Increase |
|
$ |
(51) |
|
$ |
1,555 |
|
$ |
(787) |
|
$ |
2,407 |
Receivables are included in accounts receivable and contract liabilities are included in accrued liabilities on the Company’s condensed consolidated balance sheets.
Substantially all of the Company’s contracts and contract liabilities have an original duration of one year or less. The Company applies the practical expedient for such contracts and does not consider the effects of the time value of money. Further, because of the short duration of these contracts, the Company has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue.
11.LEASES
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 12 months or less. The Company’s operating and finance leases include land, casino space, corporate offices, and gaming and other equipment. The leases have remaining lease terms of one month to 47 years.
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 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
Operating lease expense |
|
$ |
1,871 |
|
$ |
1,595 |
|
$ |
3,730 |
|
$ |
2,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of right-of-use assets |
|
$ |
70 |
|
$ |
40 |
|
$ |
122 |
|
$ |
79 |
Interest on lease liabilities |
|
|
18 |
|
|
14 |
|
|
34 |
|
|
28 |
Total finance lease expense |
|
$ |
88 |
|
$ |
54 |
|
$ |
156 |
|
$ |
107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term lease expense |
|
$ |
33 |
|
$ |
32 |
|
$ |
65 |
|
$ |
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable lease expense |
|
$ |
363 |
|
$ |
263 |
|
$ |
725 |
|
$ |
537 |
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 |
|
2025 |
|
2024 |
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
Operating cash flows from finance leases |
|
$ |
34 |
|
$ |
28 |
Operating cash flows from operating leases |
|
|
3,495 |
|
|
2,624 |
Financing cash flows from finance leases |
|
|
170 |
|
|
124 |
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for operating lease liabilities |
|
$ |
3,732 |
|
$ |
7,830 |
Right-of-use assets obtained in exchange for finance lease liabilities |
|
$ |
403 |
|
$ |
— |
|
|
|
|
|
|
|
Supplemental balance sheet information related to leases was as follows:
|
|
|
|
|
|
|
|
|
As of |
|
As of |
||
Amounts in thousands |
|
June 30, 2025 |
|
December 31, 2024 |
||
Operating leases |
|
|
|
|
|
|
Leased right-of-use assets, net |
|
$ |
34,854 |
|
$ |
30,015 |
|
|
|
|
|
|
|
Current portion of operating lease liabilities |
|
|
5,185 |
|
|
4,034 |
Operating lease liabilities, net of current portion |
|
|
33,224 |
|
|
29,148 |
Total operating lease liabilities |
|
|
38,409 |
|
|
33,182 |
|
|
|
|
|
|
|
Finance leases |
|
|
|
|
|
|
Finance lease right-of-use assets, gross |
|
|
1,661 |
|
|
1,198 |
Accumulated depreciation |
|
|
(391) |
|
|
(256) |
Property and equipment, net |
|
|
1,270 |
|
|
942 |
|
|
|
|
|
|
|
Current portion of finance lease liabilities |
|
|
383 |
|
|
260 |
Finance lease liabilities, net of current portion |
|
|
641 |
|
|
494 |
Total finance lease liabilities |
|
|
1,024 |
|
|
754 |
|
|
|
|
|
|
|
Weighted-average remaining lease term |
|
|
|
|
|
|
Operating leases |
|
|
11.4 years |
|
|
12.5 years |
Finance leases |
|
|
2.9 years |
|
|
3.3 years |
|
|
|
|
|
|
|
Weighted-average discount rate |
|
|
|
|
|
|
Operating leases |
|
|
8.4% |
|
|
8.6% |
Finance leases |
|
|
7.1% |
|
|
7.7% |
Maturities of lease liabilities as of June 30, 2025 were as follows:
|
|
|
|
|
|
|
Amounts in thousands |
|
|
Operating Leases |
|
Finance Leases |
|
2025 |
|
$ |
3,693 |
|
$ |
227 |
2026 |
|
|
7,011 |
|
|
378 |
2027 |
|
|
6,945 |
|
|
307 |
2028 |
|
|
6,807 |
|
|
181 |
2029 |
|
|
6,347 |
|
|
47 |
Thereafter |
|
|
34,548 |
|
|
— |
Total lease payments |
|
|
65,351 |
|
|
1,140 |
Less imputed interest |
|
|
(26,942) |
|
|
(116) |
Total |
|
$ |
38,409 |
|
$ |
1,024 |
12.SEGMENT INFORMATION
The Company reports its financial performance in three reportable segments based on the geographical locations in which its casinos operate: the United States, Canada and Poland. The Company views each casino or other operation within those markets as a reporting unit. Operating segments are aggregated within reportable segments based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. In the United States, the Company views its operating segments as East, Midwest and West. The Company’s operations related to certain other corporate and management operations have not been identified as separate reportable segments; therefore, these operations are included in Corporate and Other in the following segment disclosures to reconcile to consolidated results. All intercompany transactions are eliminated in consolidation.
The table below provides information about the aggregation of the Company’s reporting units and operating segments into reportable segments:
|
|
|
Reportable Segment |
Operating Segment |
Reporting Unit |
United States |
East |
Mountaineer Casino, Resort & Races (1) |
|
|
Rocky Gap Casino, Resort & Golf (1) |
|
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) |
|
West |
Nugget Casino Resort and Smooth Bourbon, LLC |
Canada |
Canada |
Century Casino & Hotel Edmonton (1) |
|
|
Century Casino St. Albert (1) |
|
|
Century Mile Racetrack and Casino (1) |
|
|
Century Downs Racetrack and Casino (1) |
Poland |
Poland |
Casinos Poland |
Corporate and Other |
Corporate and Other |
Corporate Other |
(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.
The Company’s chief operating decision maker is a management function comprised of two individuals. These two individuals are the Company’s Co-Chief Executive Officers. The Company’s chief operating decision makers and management utilize Adjusted EBITDAR as the primary profit measure for its reportable segments as follows:
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.
Adjusted EBITDAR
Adjusted EBITDAR is a non-US GAAP measure defined as net earnings (loss) 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 related to closing a casino, 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 earnings (loss) 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2025 |
||||||||||||||
Amounts in thousands |
|
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Net operating revenue |
|
$ |
106,104 |
|
$ |
20,005 |
|
$ |
24,709 |
|
$ |
— |
|
$ |
150,818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll expense |
|
|
25,670 |
|
|
6,097 |
|
|
6,810 |
|
|
1,243 |
|
|
39,820 |
Operating expenses |
|
|
20,534 |
|
|
6,446 |
|
|
3,658 |
|
|
1,692 |
|
|
32,330 |
Gaming tax expense |
|
|
27,135 |
|
|
— |
|
|
12,054 |
|
|
— |
|
|
39,189 |
Other segment items (1) |
|
|
7,072 |
|
|
1,855 |
|
|
986 |
|
|
3 |
|
|
9,916 |
Pre-opening and termination expenses |
|
|
— |
|
|
— |
|
|
(741) |
|
|
— |
|
|
(741) |
Adjusted EBITDAR |
|
$ |
25,693 |
|
$ |
5,607 |
|
$ |
1,942 |
|
$ |
(2,938) |
|
$ |
30,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes |
|
$ |
1,576 |
|
$ |
2,119 |
|
$ |
610 |
|
$ |
(12,628) |
|
$ |
(8,323) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
|
$ |
(487) |
|
$ |
599 |
|
$ |
245 |
|
$ |
(12,666) |
|
$ |
(12,309) |
Interest expense (income), net (2) |
|
|
13,082 |
|
|
3,338 |
|
|
49 |
|
|
9,469 |
|
|
25,938 |
Income tax expense |
|
|
223 |
|
|
748 |
|
|
241 |
|
|
38 |
|
|
1,250 |
Depreciation and amortization |
|
|
11,010 |
|
|
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 |
|
|
25 |
|
|
(2) |
|
|
11 |
|
|
— |
|
|
34 |
Pre-opening and termination expenses |
|
|
— |
|
|
— |
|
|
741 |
|
|
— |
|
|
741 |
Adjusted EBITDAR |
|
$ |
25,693 |
|
$ |
5,607 |
|
$ |
1,942 |
|
$ |
(2,938) |
|
$ |
30,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets (4) |
|
$ |
28,941 |
|
$ |
23,335 |
|
$ |
5,398 |
|
$ |
27,867 |
|
$ |
85,541 |
Long-lived assets (5) |
|
|
893,661 |
|
|
132,151 |
|
|
43,306 |
|
|
2,743 |
|
|
1,071,861 |
Total assets |
|
|
940,744 |
|
|
178,700 |
|
|
51,241 |
|
|
37,766 |
|
|
1,208,451 |
Capital expenditures |
|
|
4,653 |
|
|
973 |
|
|
173 |
|
|
10 |
|
|
5,809 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Other segment items include cost of goods sold and marketing expenses.
(2)Interest expense in the United States and Canada segments primarily relates to the Master Lease. Interest expense in the Corporate and Other segment primarily relates to the Goldman Credit Agreement.
(3)Includes $1.0 million related to cost recovery income for CDR in the Canada segment.
(4)Segment assets are cash and cash equivalents.
(5)Long-lived assets are calculated as total assets less total current assets and deferred income taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2024 |
||||||||||||||
Amounts in thousands |
|
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Net operating revenue |
|
$ |
106,515 |
|
$ |
19,827 |
|
$ |
20,093 |
|
$ |
— |
|
$ |
146,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll expense |
|
|
26,408 |
|
|
5,993 |
|
|
6,318 |
|
|
1,277 |
|
|
39,996 |
Operating expenses |
|
|
20,279 |
|
|
6,516 |
|
|
2,686 |
|
|
2,210 |
|
|
31,691 |
Gaming tax expense |
|
|
27,196 |
|
|
— |
|
|
9,911 |
|
|
— |
|
|
37,107 |
Other segment items (1) |
|
|
7,595 |
|
|
1,867 |
|
|
728 |
|
|
3 |
|
|
10,193 |
Adjusted EBITDAR |
|
$ |
25,037 |
|
$ |
5,451 |
|
$ |
450 |
|
$ |
(3,490) |
|
$ |
27,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes |
|
$ |
2,408 |
|
$ |
2,308 |
|
$ |
28 |
|
$ |
(14,138) |
|
$ |
(9,394) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
|
$ |
(27,593) |
|
$ |
1,009 |
|
$ |
(40) |
|
$ |
(14,989) |
|
$ |
(41,613) |
Interest expense (income), net (2) |
|
|
11,694 |
|
|
3,152 |
|
|
(20) |
|
|
10,257 |
|
|
25,083 |
Income tax expense |
|
|
28,225 |
|
|
456 |
|
|
87 |
|
|
851 |
|
|
29,619 |
Depreciation and amortization |
|
|
10,803 |
|
|
1,088 |
|
|
515 |
|
|
43 |
|
|
12,449 |
Net earnings (loss) attributable to non-controlling interests |
|
|
1,776 |
|
|
843 |
|
|
(19) |
|
|
— |
|
|
2,600 |
Non-cash stock-based compensation |
|
|
— |
|
|
— |
|
|
— |
|
|
343 |
|
|
343 |
(Gain) loss on foreign currency transactions, cost recovery income and other (3) |
|
|
— |
|
|
(1,098) |
|
|
(189) |
|
|
5 |
|
|
(1,282) |
Loss on disposition of fixed assets |
|
|
132 |
|
|
1 |
|
|
116 |
|
|
— |
|
|
249 |
Adjusted EBITDAR |
|
$ |
25,037 |
|
$ |
5,451 |
|
$ |
450 |
|
$ |
(3,490) |
|
$ |
27,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets (4) |
|
$ |
37,666 |
|
$ |
27,792 |
|
$ |
8,479 |
|
$ |
49,263 |
|
$ |
123,200 |
Long-lived assets (5) |
|
|
953,716 |
|
|
131,713 |
|
|
34,707 |
|
|
3,074 |
|
|
1,123,210 |
Total assets |
|
|
1,012,181 |
|
|
182,660 |
|
|
45,723 |
|
|
61,130 |
|
|
1,301,694 |
Capital expenditures |
|
|
14,413 |
|
|
594 |
|
|
912 |
|
|
21 |
|
|
15,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Other segment items include cost of goods sold and marketing expenses.
(2)Interest expense in the United States and Canada segments primarily relates to the Master Lease. Interest expense in the Corporate and Other segment primarily relates to the Goldman Credit Agreement.
(3)Includes $1.1 million related to cost recovery income for CDR in the Canada segment.
(4)Segment assets are cash and cash equivalents.
(5)Long-lived assets are calculated as total assets less total current assets and deferred income taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2025 |
||||||||||||||
Amounts in thousands |
|
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Net operating revenue |
|
$ |
199,401 |
|
$ |
36,521 |
|
$ |
45,339 |
|
$ |
— |
|
$ |
281,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll expense |
|
|
51,548 |
|
|
11,557 |
|
|
12,887 |
|
|
2,618 |
|
|
78,610 |
Operating expenses |
|
|
39,102 |
|
|
11,588 |
|
|
7,052 |
|
|
3,467 |
|
|
61,209 |
Gaming tax expense |
|
|
52,372 |
|
|
— |
|
|
22,068 |
|
|
— |
|
|
74,440 |
Other segment items (1) |
|
|
12,287 |
|
|
3,409 |
|
|
1,866 |
|
|
3 |
|
|
17,565 |
Pre-opening and termination expenses |
|
|
— |
|
|
— |
|
|
(1,022) |
|
|
— |
|
|
(1,022) |
Adjusted EBITDAR |
|
$ |
44,092 |
|
$ |
9,967 |
|
$ |
2,488 |
|
$ |
(6,088) |
|
$ |
50,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings before income taxes |
|
$ |
(4,184) |
|
$ |
2,302 |
|
$ |
454 |
|
$ |
(25,292) |
|
$ |
(26,720) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
|
$ |
(8,030) |
|
$ |
533 |
|
$ |
81 |
|
$ |
(25,506) |
|
$ |
(32,922) |
Interest expense (income), net (2) |
|
|
26,189 |
|
|
6,546 |
|
|
91 |
|
|
18,768 |
|
|
51,594 |
Income tax expense |
|
|
223 |
|
|
964 |
|
|
331 |
|
|
214 |
|
|
1,732 |
Depreciation and amortization |
|
|
22,016 |
|
|
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 |
|
|
71 |
|
|
(2) |
|
|
15 |
|
|
— |
|
|
84 |
Pre-opening and termination expenses |
|
|
— |
|
|
— |
|
|
1,022 |
|
|
— |
|
|
1,022 |
Adjusted EBITDAR |
|
$ |
44,092 |
|
$ |
9,967 |
|
$ |
2,488 |
|
$ |
(6,088) |
|
$ |
50,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets (4) |
|
$ |
28,941 |
|
$ |
23,335 |
|
$ |
5,398 |
|
$ |
27,867 |
|
$ |
85,541 |
Long-lived assets (5) |
|
|
893,661 |
|
|
132,151 |
|
|
43,306 |
|
|
2,743 |
|
|
1,071,861 |
Total assets |
|
|
940,744 |
|
|
178,700 |
|
|
51,241 |
|
|
37,766 |
|
|
1,208,451 |
Capital expenditures |
|
|
10,505 |
|
|
1,741 |
|
|
233 |
|
|
19 |
|
|
12,498 |
(1)Other segment items include cost of goods sold and marketing expenses.
(2)Interest expense in the United States and Canada segments primarily relates to the Master Lease. Interest expense in the Corporate and Other segment primarily relates to the Goldman Credit Agreement.
(3)Includes $1.0 million related to cost recovery income for CDR in the Canada segment.
(4)Segment assets are cash and cash equivalents.
(5)Long-lived assets are calculated as total assets less total current assets and deferred income taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2024 |
||||||||||||||
Amounts in thousands |
|
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Net operating revenue |
|
$ |
202,543 |
|
$ |
38,153 |
|
$ |
41,742 |
|
$ |
13 |
|
$ |
282,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll expense |
|
|
53,539 |
|
|
11,617 |
|
|
12,667 |
|
|
2,761 |
|
|
80,584 |
Operating expenses |
|
|
38,724 |
|
|
12,373 |
|
|
5,748 |
|
|
4,514 |
|
|
61,359 |
Gaming tax expense |
|
|
52,821 |
|
|
— |
|
|
20,511 |
|
|
— |
|
|
73,332 |
Other segment items (1) |
|
|
13,284 |
|
|
3,564 |
|
|
1,608 |
|
|
4 |
|
|
18,460 |
Acquisition costs |
|
|
— |
|
|
— |
|
|
— |
|
|
19 |
|
|
19 |
Adjusted EBITDAR |
|
$ |
44,175 |
|
$ |
10,599 |
|
$ |
1,208 |
|
$ |
(7,285) |
|
$ |
48,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings before income taxes |
|
$ |
(879) |
|
$ |
4,244 |
|
$ |
186 |
|
$ |
(28,625) |
|
$ |
(25,074) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
|
$ |
(29,137) |
|
$ |
2,146 |
|
$ |
(35) |
|
$ |
(28,131) |
|
$ |
(55,157) |
Interest expense (income), net (2) |
|
|
23,440 |
|
|
6,061 |
|
|
(55) |
|
|
20,765 |
|
|
50,211 |
Income tax expense (benefit) |
|
|
24,705 |
|
|
1,184 |
|
|
238 |
|
|
(494) |
|
|
25,633 |
Depreciation and amortization |
|
|
21,093 |
|
|
2,237 |
|
|
1,053 |
|
|
97 |
|
|
24,480 |
Net earnings (loss) attributable to non-controlling interests |
|
|
3,553 |
|
|
914 |
|
|
(17) |
|
|
— |
|
|
4,450 |
Non-cash stock-based compensation |
|
|
— |
|
|
— |
|
|
— |
|
|
846 |
|
|
846 |
Gain on foreign currency transactions, cost recovery income and other (3) |
|
|
— |
|
|
(1,907) |
|
|
(333) |
|
|
(350) |
|
|
(2,590) |
Loss (gain) on disposition of fixed assets |
|
|
521 |
|
|
(36) |
|
|
357 |
|
|
1 |
|
|
843 |
Acquisition costs |
|
|
— |
|
|
— |
|
|
— |
|
|
(19) |
|
|
(19) |
Adjusted EBITDAR |
|
$ |
44,175 |
|
$ |
10,599 |
|
$ |
1,208 |
|
$ |
(7,285) |
|
$ |
48,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets (4) |
|
$ |
37,666 |
|
$ |
27,792 |
|
$ |
8,479 |
|
$ |
49,263 |
|
$ |
123,200 |
Long-lived assets (5) |
|
|
953,716 |
|
|
131,713 |
|
|
34,707 |
|
|
3,074 |
|
|
1,123,210 |
Total assets |
|
|
1,012,181 |
|
|
182,660 |
|
|
45,723 |
|
|
61,130 |
|
|
1,301,694 |
Capital expenditures |
|
|
31,587 |
|
|
1,425 |
|
|
1,276 |
|
|
52 |
|
|
34,340 |
(1)Other segment items include cost of goods sold and marketing expenses.
(2)Interest expense in the United States and Canada segments primarily relates to the Master Lease. Interest expense in the Corporate and Other segment primarily relates to the Goldman Credit Agreement.
(3)Includes $1.1 million related to cost recovery income for CDR in the Canada segment.
(4)Segment assets are cash and cash equivalents.
(5)Long-lived assets are calculated as total assets less total current assets and deferred income taxes.
13.TRANSACTIONS WITH RELATED PARTIES
The Company has entered into an agreement with Marnell, which owns 50% of Smooth Bourbon along with the Company, for general contracting and consulting services. There were no assets or liabilities related to Marnell on the Company’s condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024. The Company paid Marnell $1.9 million for each of the three months ended June 30, 2025 and 2024 and $3.8 million for each of the six months ended June 30, 2025 and 2024. The payments were recorded as distributions to noncontrolling interests and include rent related to the 50% interest in the lease between Smooth Bourbon and the Nugget owned by Marnell as well as 50% of the operating costs of Smooth Bourbon.
14.SUBSEQUENT EVENTS
The Company evaluated subsequent events and accounting and disclosure requirements related to material subsequent events in its condensed consolidated financial statements and related notes.
One Big Beautiful Bill Act (“OBBBA”)
The OBBBA was enacted on July 4, 2025 and the Company continues to evaluate the impact on its financial position.
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 as to industry trends, ongoing projects and capital investments, cost savings initiatives, casino licensing matters and future expectations of the Company and other matters that do not relate strictly to historical facts and are based on certain assumptions by management at the time such statements are made. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. These statements are based on the beliefs and assumptions of the management of the Company based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024. 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 aggregate all operating segments into three reportable segments based on the geographical locations in which our casinos operate: United States, Canada and Poland. We have additional business activities including certain other corporate and management operations that we report as Corporate and Other. In the United States, we view our operating segments as East, Midwest and West. The reporting units, except for Century Downs Racetrack and Casino and Casinos Poland, are owned, operated and managed through wholly-owned subsidiaries. Our ownership and operation of Century Downs Racetrack and Casino and Casinos Poland are discussed below.
The table below provides information about the aggregation of our operating segments and reporting units into reportable segments.
|
|
|
Reportable Segment |
Operating Segment |
Reporting Unit |
United States |
East |
Mountaineer Casino, Resort & Races (1) |
|
|
Rocky Gap Casino, Resort & Golf (1) |
|
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) |
|
West |
Nugget Casino Resort and Smooth Bourbon, LLC |
Canada |
Canada |
Century Casino & Hotel Edmonton (1) |
|
|
Century Casino St. Albert (1) |
|
|
Century Mile Racetrack and Casino (1) |
|
|
Century Downs Racetrack and Casino (1) |
Poland |
Poland |
Casinos Poland |
Corporate and Other |
Corporate and Other |
Corporate Other |
(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, 2025, CPL had casino licenses for six casinos and operated five 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, 2025.
|
|
|
|
|
City |
Location |
License Expiration |
Number of Slots |
Number of Tables |
Warsaw |
Warsaw Presidential Hotel |
September 2028 |
70 |
34 |
Bielsko-Biala (1) |
Hotel President |
February 2030 |
54 |
5 |
Katowice (1) |
Metropol Hotel Katowice |
February 2030 |
54 |
13 |
Wroclaw (2) |
Polonia Hotel |
December 2029 |
70 |
13 |
Lodz |
Manufaktura Entertainment Complex |
June 2030 |
70 |
9 |
Wroclaw (3) |
Korona Hotel |
March 2031 |
— |
— |
(1)We closed the casinos in Katowice and Bielsko-Biala in October 2023 due to the expiration of the gaming licenses. We were awarded both licenses in February 2024. The Bielsko-Biala casino reopened in February 2024, and the Katowice casino reopened in March 2024 with a reduced gaming floor. We received regulatory approval to reopen the full gaming floor at the Katowice casino in May 2025.
(2)We closed the Wroclaw casino in November 2023 due to the expiration of the gaming license. We were awarded the license in December 2023. We relocated the casino to a new location and opened the casino in October 2024.
(3)We were awarded a license for a second location in Wroclaw in March 2025. We anticipate opening the casino in the fourth quarter of 2025 with 50 slot machines and four table games.
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, inflation, US domestic and other international economic policies, such as tariffs, 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 net earnings and cash flows.
Other Projects and Developments
Sports Betting – Missouri
In May 2025, we announced that we have partnered with BetMGM to operate an online and mobile sports betting application under our license in Missouri. The agreement 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 is expected to begin in Missouri in the fourth quarter of 2025.
Caruthersville Land-Based Casino
On November 1, 2024, we opened our new land-based casino with a 38 room hotel in Caruthersville, Missouri. The new land-based casino is adjacent to and connected with the temporary casino pavilion building. The project cost approximately $51.9 million and was funded with financing provided by VICI PropCo in conjunction with the Master Lease. VICI PropCo owns the real estate improvements associated with the Caruthersville project. We previously amended our Master Lease in December 2022 to provide for an increase in initial annualized rent of approximately $4.2 million upon completion of the Caruthersville project. See Part I, Item 1. Note 5, “Long-Term Financing Obligation” for a discussion of the Master Lease as amended to date.
Cape Girardeau Hotel
On April 4, 2024, we opened our 69 room hotel at our Cape Girardeau location called The Riverview. The Riverview is a six story building with 68,000 square feet that is adjacent to and connected with the existing casino building. The project cost approximately $30.5 million. We financed the project with cash on hand.
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
Our Board of Directors (the “Board”) has initiated a comprehensive strategic review of our operations, capital structure and strategic growth options. The review will explore 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 to analyze potential divestments of assets or other asset-level transactions. 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 |
|
2025 |
|
2024 |
|
% Change |
|
2025 |
|
2024 |
|
% Change |
Canadian dollar (CAD) |
|
1.3843 |
|
1.3683 |
|
(1.2%) |
|
1.4096 |
|
1.3579 |
|
(3.8%) |
Euros (EUR) |
|
0.8816 |
|
0.9290 |
|
5.1% |
|
0.9166 |
|
0.9250 |
|
0.9% |
Polish zloty (PLN) |
|
3.7569 |
|
3.9965 |
|
6.0% |
|
3.8787 |
|
3.9932 |
|
2.9% |
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 |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
Gaming revenue |
|
$ |
111,070 |
|
$ |
106,888 |
|
$ |
4,182 |
|
3.9% |
|
$ |
211,736 |
|
$ |
212,305 |
|
$ |
(569) |
|
(0.3%) |
Pari-mutuel, sports betting and iGaming revenue |
|
|
5,071 |
|
|
5,298 |
|
|
(227) |
|
(4.3%) |
|
|
7,956 |
|
|
8,687 |
|
|
(731) |
|
(8.4%) |
Hotel revenue |
|
|
14,061 |
|
|
12,768 |
|
|
1,293 |
|
10.1% |
|
|
23,768 |
|
|
22,070 |
|
|
1,698 |
|
7.7% |
Food and beverage revenue |
|
|
13,505 |
|
|
13,810 |
|
|
(305) |
|
(2.2%) |
|
|
25,611 |
|
|
26,555 |
|
|
(944) |
|
(3.6%) |
Other revenue |
|
|
7,111 |
|
|
7,671 |
|
|
(560) |
|
(7.3%) |
|
|
12,190 |
|
|
12,834 |
|
|
(644) |
|
(5.0%) |
Net operating revenue |
|
|
150,818 |
|
|
146,435 |
|
|
4,383 |
|
3.0% |
|
|
281,261 |
|
|
282,451 |
|
|
(1,190) |
|
(0.4%) |
Gaming expenses |
|
|
(58,851) |
|
|
(56,639) |
|
|
2,212 |
|
3.9% |
|
|
(113,115) |
|
|
(112,544) |
|
|
571 |
|
0.5% |
Pari-mutuel, sports betting and iGaming expenses |
|
|
(6,203) |
|
|
(5,938) |
|
|
265 |
|
4.5% |
|
|
(9,688) |
|
|
(9,688) |
|
|
— |
|
— |
Hotel expenses |
|
|
(5,078) |
|
|
(4,894) |
|
|
184 |
|
3.8% |
|
|
(9,478) |
|
|
(9,308) |
|
|
170 |
|
1.8% |
Food and beverage expenses |
|
|
(12,168) |
|
|
(12,451) |
|
|
(283) |
|
(2.3%) |
|
|
(23,531) |
|
|
(24,682) |
|
|
(1,151) |
|
(4.7%) |
Other expenses |
|
|
(3,396) |
|
|
(2,584) |
|
|
812 |
|
31.4% |
|
|
(4,704) |
|
|
(4,058) |
|
|
646 |
|
15.9% |
General and administrative expenses |
|
|
(35,704) |
|
|
(37,219) |
|
|
(1,515) |
|
(4.1%) |
|
|
(71,794) |
|
|
(75,144) |
|
|
(3,350) |
|
(4.5%) |
Depreciation and amortization |
|
|
(12,843) |
|
|
(12,449) |
|
|
394 |
|
3.2% |
|
|
(25,236) |
|
|
(24,480) |
|
|
756 |
|
3.1% |
Total operating costs and expenses |
|
|
(134,243) |
|
|
(132,174) |
|
|
2,069 |
|
1.6% |
|
|
(257,546) |
|
|
(259,904) |
|
|
(2,358) |
|
(0.9%) |
Earnings from operations |
|
|
16,575 |
|
|
14,261 |
|
|
2,314 |
|
16.2% |
|
|
23,715 |
|
|
22,547 |
|
|
1,168 |
|
5.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
(1,250) |
|
|
(29,619) |
|
|
(28,369) |
|
(95.8%) |
|
|
(1,732) |
|
|
(25,633) |
|
|
(23,901) |
|
(93.2%) |
Net earnings attributable to non-controlling interests |
|
|
(2,736) |
|
|
(2,600) |
|
|
(136) |
|
(5.2%) |
|
|
(4,470) |
|
|
(4,450) |
|
|
(20) |
|
(0.4%) |
Net loss attributable to Century Casinos, Inc. shareholders |
|
|
(12,309) |
|
|
(41,613) |
|
|
29,304 |
|
70.4% |
|
|
(32,922) |
|
|
(55,157) |
|
|
22,235 |
|
40.3% |
Adjusted EBITDAR (1) |
|
$ |
30,304 |
|
$ |
27,448 |
|
$ |
2,856 |
|
10.4% |
|
$ |
50,459 |
|
$ |
48,697 |
|
$ |
1,762 |
|
3.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Century Casinos, Inc. shareholders | ||||||||||||||||||||||
Basic |
|
$ |
(0.40) |
|
$ |
(1.36) |
|
$ |
0.96 |
|
70.6% |
|
$ |
(1.08) |
|
$ |
(1.81) |
|
$ |
0.73 |
|
40.3% |
Diluted |
|
$ |
(0.40) |
|
$ |
(1.36) |
|
$ |
0.96 |
|
70.6% |
|
$ |
(1.08) |
|
$ |
(1.81) |
|
$ |
0.73 |
|
40.3% |
(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:
Valuation Allowance (US) – We recorded a valuation allowance on our net deferred tax assets related to the United States resulting in $23.8 million of tax expense for the three and six months ended June 30, 2024.
Sports Betting (Colorado) – In 2024, we mutually agreed to cancel two of our sports betting agreements in Colorado. The Circa Sports agreement was terminated in May 2024 and the Tipico agreement was terminated in July 2024. Prior to the termination of the agreements, revenue from these agreements was $1.8 million per year in our United States segment. As part of the Circa Sports termination agreement, we received a payment of $1.1 million that included sports betting revenue owed from January 2024 to May 2024 and a breakage fee of $0.7 million. The breakage fee was recorded as other revenue on our condensed consolidated statements of loss for the three and six months ended June 30, 2024.
Weather – Increased inclement weather impacted revenue for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 for all of our North American properties.
Summary of Changes by Reportable Segment
Net operating revenue increased by $4.4 million, or 3.0%, and decreased by ($1.2) million, or (0.4%), for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. Following is a breakout of net operating revenue by segment for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024:
United States decreased by ($0.4) million, or (0.4%), and by ($3.1) million, or (1.6%).
Canada increased by $0.2 million, or 0.9%, and decreased by ($1.6) million, or (4.3%).
Poland increased by $4.6 million, or 23.0%, and by $3.6 million, or 8.6%.
Corporate and Other remained constant.
Operating costs and expenses increased by $2.1 million, or 1.6%, and decreased by ($2.4) million, or (0.9%), for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. Following is a breakout of operating costs and expenses by segment for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024:
United States decreased by ($1.0) million, or (1.1%), and by ($2.7) million, or (1.5%).
Canada remained constant and decreased by ($1.1) million, or (3.8%).
Poland increased by $4.0 million, or 19.6%, and by $3.0 million, or 7.2%.
Corporate and Other decreased by ($0.9) million, or (21.7%), and by ($1.6) million, or (19.6%).
Earnings from operations increased by $2.3 million, or 16.2%, and by $1.2 million, or 5.2%, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. Following is a breakout of earnings from operations by segment for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024:
United States increased by $0.6 million, or 4.4%, and decreased by ($0.5) million, or (2.1%).
Canada increased by $0.2 million, or 3.9%, and decreased by ($0.5) million, or (6.0%).
Poland increased by $0.6 million, or 356.4%, and by $0.6 million, or 275.7%.
Corporate and Other loss from operations decreased by $0.9 million, or 21.7%, and by $1.6 million, or 19.5%.
Net loss attributable to Century Casinos, Inc. shareholders decreased by ($29.3) million, or (70.4%), and by ($22.2) million, or (40.3%), for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. 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 Master Lease negatively impacts net loss attributable to Century Casinos, Inc. shareholders. Income tax expense decreased significantly for the three months and six months ended June 30, 2025 compared to the three months and six months ended June 30, 2024 due to the valuation allowance noted above. 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, including interest expense related to the Master Lease as discussed below, income taxes (benefit), depreciation, amortization, non-controlling interests net earnings (losses) and transactions, pre-opening expenses, termination expenses related to closing a casino, acquisition costs, non-cash stock-based compensation charges, asset impairment costs, loss (gain) on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions, cost recovery income and other, gain on business combination and certain other one-time transactions. Intercompany transactions consisting primarily of management and royalty fees and interest, along with their related tax effects, are excluded from the presentation of net earnings (loss) attributable to Century Casinos, Inc. shareholders and Adjusted EBITDAR reported for each reportable segment. 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, 2025 |
||||||||||||||
Amounts in thousands |
|
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
|
$ |
(487) |
|
$ |
599 |
|
$ |
245 |
|
$ |
(12,666) |
|
$ |
(12,309) |
Interest expense (income), net (1) |
|
|
13,082 |
|
|
3,338 |
|
|
49 |
|
|
9,469 |
|
|
25,938 |
Income tax expense |
|
|
223 |
|
|
748 |
|
|
241 |
|
|
38 |
|
|
1,250 |
Depreciation and amortization |
|
|
11,010 |
|
|
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 (2) |
|
|
— |
|
|
(922) |
|
|
(210) |
|
|
8 |
|
|
(1,124) |
Loss (gain) on disposition of fixed assets |
|
|
25 |
|
|
(2) |
|
|
11 |
|
|
— |
|
|
34 |
Pre-opening and termination expenses |
|
|
— |
|
|
— |
|
|
741 |
|
|
— |
|
|
741 |
Adjusted EBITDAR |
|
$ |
25,693 |
|
$ |
5,607 |
|
$ |
1,942 |
|
$ |
(2,938) |
|
$ |
30,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)See “Non-Operating (Expense) Income – Interest income” and “– Interest expense” below for a breakdown of interest expense (income), net and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.
(2)Includes $1.0 million related to cost recovery income for CDR in the Canada segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2024 |
||||||||||||||
Amounts in thousands |
|
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
|
$ |
(27,593) |
|
$ |
1,009 |
|
$ |
(40) |
|
$ |
(14,989) |
|
$ |
(41,613) |
Interest expense (income), net (1) |
|
|
11,694 |
|
|
3,152 |
|
|
(20) |
|
|
10,257 |
|
|
25,083 |
Income tax expense |
|
|
28,225 |
|
|
456 |
|
|
87 |
|
|
851 |
|
|
29,619 |
Depreciation and amortization |
|
|
10,803 |
|
|
1,088 |
|
|
515 |
|
|
43 |
|
|
12,449 |
Net earnings (loss) attributable to non-controlling interests |
|
|
1,776 |
|
|
843 |
|
|
(19) |
|
|
— |
|
|
2,600 |
Non-cash stock-based compensation |
|
|
— |
|
|
— |
|
|
— |
|
|
343 |
|
|
343 |
(Gain) loss on foreign currency transactions and cost recovery income (2) |
|
|
— |
|
|
(1,098) |
|
|
(189) |
|
|
5 |
|
|
(1,282) |
Loss on disposition of fixed assets |
|
|
132 |
|
|
1 |
|
|
116 |
|
|
— |
|
|
249 |
Adjusted EBITDAR |
|
$ |
25,037 |
|
$ |
5,451 |
|
$ |
450 |
|
$ |
(3,490) |
|
$ |
27,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)See “Non-Operating (Expense) Income – Interest income” and “– Interest expense” below for a breakdown of interest expense (income), net and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.
(2)Includes $1.1 million related to cost recovery income for CDR in the Canada segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2025 |
||||||||||||||
Amounts in thousands |
|
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
|
$ |
(8,030) |
|
$ |
533 |
|
$ |
81 |
|
$ |
(25,506) |
|
$ |
(32,922) |
Interest expense (income), net (1) |
|
|
26,189 |
|
|
6,546 |
|
|
91 |
|
|
18,768 |
|
|
51,594 |
Income tax expense |
|
|
223 |
|
|
964 |
|
|
331 |
|
|
214 |
|
|
1,732 |
Depreciation and amortization |
|
|
22,016 |
|
|
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 (2) |
|
|
— |
|
|
(952) |
|
|
(205) |
|
|
(86) |
|
|
(1,243) |
Loss (gain) on disposition of fixed assets |
|
|
71 |
|
|
(2) |
|
|
15 |
|
|
— |
|
|
84 |
Pre-opening and termination expenses |
|
|
— |
|
|
— |
|
|
1,022 |
|
|
— |
|
|
1,022 |
Adjusted EBITDAR |
|
$ |
44,092 |
|
$ |
9,967 |
|
$ |
2,488 |
|
$ |
(6,088) |
|
$ |
50,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)See “Non-Operating (Expense) Income – Interest income” and “– Interest expense” below for a breakdown of interest expense (income), net and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.
(2)Includes $1.0 million related to cost recovery income for CDR in the Canada segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2024 |
||||||||||||||
Amounts in thousands |
|
|
United States |
|
|
Canada |
|
|
Poland |
|
|
Corporate and Other |
|
|
Total |
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
|
$ |
(29,137) |
|
$ |
2,146 |
|
$ |
(35) |
|
$ |
(28,131) |
|
$ |
(55,157) |
Interest expense (income), net (1) |
|
|
23,440 |
|
|
6,061 |
|
|
(55) |
|
|
20,765 |
|
|
50,211 |
Income tax expense (benefit) |
|
|
24,705 |
|
|
1,184 |
|
|
238 |
|
|
(494) |
|
|
25,633 |
Depreciation and amortization |
|
|
21,093 |
|
|
2,237 |
|
|
1,053 |
|
|
97 |
|
|
24,480 |
Net earnings (loss) attributable to non-controlling interests |
|
|
3,553 |
|
|
914 |
|
|
(17) |
|
|
— |
|
|
4,450 |
Non-cash stock-based compensation |
|
|
— |
|
|
— |
|
|
— |
|
|
846 |
|
|
846 |
Gain on foreign currency transactions, cost recovery income and other (2) |
|
|
— |
|
|
(1,907) |
|
|
(333) |
|
|
(350) |
|
|
(2,590) |
Loss (gain) on disposition of fixed assets |
|
|
521 |
|
|
(36) |
|
|
357 |
|
|
1 |
|
|
843 |
Acquisition costs |
|
|
— |
|
|
— |
|
|
— |
|
|
(19) |
|
|
(19) |
Adjusted EBITDAR |
|
$ |
44,175 |
|
$ |
10,599 |
|
$ |
1,208 |
|
$ |
(7,285) |
|
$ |
48,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)See “Non-Operating (Expense) Income – Interest income” and “– Interest expense” below for a breakdown of interest expense (income), net and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.
(2)Includes $1.1 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, 2025 |
|
June 30, 2024 |
||
Total long-term debt, including current portion |
|
$ |
327,960 |
|
$ |
328,847 |
Deferred financing costs |
|
|
10,106 |
|
|
12,801 |
Total principal |
|
$ |
338,066 |
|
$ |
341,648 |
Less: Cash and cash equivalents |
|
$ |
85,541 |
|
$ |
123,200 |
Net Debt |
|
$ |
252,525 |
|
$ |
218,448 |
|
|
|
|
|
|
|
REPORTABLE SEGMENTS
The following discussion provides further detail of consolidated results by reportable segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
|
|
|
|
For the six months |
|
|
|
|
||||||||||
|
|
ended June 30, |
|
|
|
% |
|
ended June 30, |
|
|
|
% |
||||||||||
Amounts in thousands |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
Gaming revenue |
|
$ |
74,511 |
|
$ |
74,768 |
|
$ |
(257) |
|
(0.3%) |
|
$ |
144,411 |
|
$ |
147,072 |
|
$ |
(2,661) |
|
(1.8%) |
Pari-mutuel, sports betting and iGaming revenue |
|
|
2,484 |
|
|
2,775 |
|
|
(291) |
|
(10.5%) |
|
|
3,470 |
|
|
4,070 |
|
|
(600) |
|
(14.7%) |
Hotel revenue |
|
|
13,885 |
|
|
12,618 |
|
|
1,267 |
|
10.0% |
|
|
23,465 |
|
|
21,795 |
|
|
1,670 |
|
7.7% |
Food and beverage revenue |
|
|
10,047 |
|
|
10,510 |
|
|
(463) |
|
(4.4%) |
|
|
19,441 |
|
|
20,331 |
|
|
(890) |
|
(4.4%) |
Other revenue |
|
|
5,177 |
|
|
5,844 |
|
|
(667) |
|
(11.4%) |
|
|
8,614 |
|
|
9,275 |
|
|
(661) |
|
(7.1%) |
Net operating revenue |
|
|
106,104 |
|
|
106,515 |
|
|
(411) |
|
(0.4%) |
|
|
199,401 |
|
|
202,543 |
|
|
(3,142) |
|
(1.6%) |
Gaming expenses |
|
|
(40,791) |
|
|
(41,301) |
|
|
(510) |
|
(1.2%) |
|
|
(79,693) |
|
|
(80,775) |
|
|
(1,082) |
|
(1.3%) |
Pari-mutuel, sports betting and iGaming expenses |
|
|
(1,947) |
|
|
(1,797) |
|
|
150 |
|
8.3% |
|
|
(2,401) |
|
|
(2,280) |
|
|
121 |
|
5.3% |
Hotel expenses |
|
|
(5,007) |
|
|
(4,821) |
|
|
186 |
|
3.9% |
|
|
(9,343) |
|
|
(9,170) |
|
|
173 |
|
1.9% |
Food and beverage expenses |
|
|
(8,324) |
|
|
(8,810) |
|
|
(486) |
|
(5.5%) |
|
|
(16,324) |
|
|
(17,636) |
|
|
(1,312) |
|
(7.4%) |
Other expenses |
|
|
(3,363) |
|
|
(2,548) |
|
|
815 |
|
32.0% |
|
|
(4,642) |
|
|
(3,996) |
|
|
646 |
|
16.2% |
General and administrative expenses |
|
|
(20,933) |
|
|
(22,333) |
|
|
(1,400) |
|
(6.3%) |
|
|
(42,906) |
|
|
(45,032) |
|
|
(2,126) |
|
(4.7%) |
Depreciation and amortization |
|
|
(11,010) |
|
|
(10,803) |
|
|
207 |
|
1.9% |
|
|
(22,016) |
|
|
(21,093) |
|
|
923 |
|
4.4% |
Total operating costs and expenses |
|
|
(91,375) |
|
|
(92,413) |
|
|
(1,038) |
|
(1.1%) |
|
|
(177,325) |
|
|
(179,982) |
|
|
(2,657) |
|
(1.5%) |
Earnings from operations |
|
|
14,729 |
|
|
14,102 |
|
|
627 |
|
4.4% |
|
|
22,076 |
|
|
22,561 |
|
|
(485) |
|
(2.1%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
(223) |
|
|
(28,225) |
|
|
(28,002) |
|
(99.2%) |
|
|
(223) |
|
|
(24,705) |
|
|
(24,482) |
|
(99.1%) |
Net earnings attributable to non-controlling interests |
|
|
(1,840) |
|
|
(1,776) |
|
|
(64) |
|
(3.6%) |
|
|
(3,623) |
|
|
(3,553) |
|
|
(70) |
|
(2.0%) |
Net loss attributable to Century Casinos, Inc. shareholders |
|
|
(487) |
|
|
(27,593) |
|
|
27,106 |
|
98.2% |
|
|
(8,030) |
|
|
(29,137) |
|
|
21,107 |
|
72.4% |
Adjusted EBITDAR |
|
$ |
25,693 |
|
$ |
25,037 |
|
$ |
656 |
|
2.6% |
|
$ |
44,092 |
|
$ |
44,175 |
|
$ |
(83) |
|
(0.2%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We opened the new land-based casino and hotel in Caruthersville on November 1, 2024. The casino has 569 slot machines and nine live table games, which is almost a 50% increase in gaming positions compared with the prior temporary location. The number of hotel rooms doubled to 74.
We opened The Riverview in Cape Girardeau in April 2024. The Riverview is a 69 room, six-story building with 68,000 square feet that is adjacent to and connected with Century Casino Cape Girardeau.
We partner with sports betting operators that conduct sports wagering at our Colorado, West Virginia and Nevada locations. Each agreement with the sports betting operators provides for a share of net gaming revenue, and the Colorado agreement also provides for a minimum revenue guarantee each year. 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. Sports betting in Missouri was approved by voters in November 2024, and we have partnered with BetMGM to conduct online sports betting at our Missouri casinos with an option for a retail sportsbook. Sports betting is expected to begin in Missouri in the fourth quarter of 2025.
As stated above, two of our sports betting agreements in Colorado were terminated in May 2024 and July 2024. Revenue from these agreements was $0.4 million and $0.8 million for the three and six months ended June 30, 2024, respectively, in our United States segment. As part of the Circa Sports termination agreement, we received a payment of $1.1 million that included sports betting revenue owed from January 2024 to May 2024 and a breakage fee of $0.7 million. The breakage fee was recorded as other revenue on our condensed consolidated statements of loss for the three and six months ended June 30, 2024. Prior to the termination of the agreements, revenue from these agreements was $1.8 million per year in our United States segment.
The Cripple Creek and Central City casinos in Colorado stopped offering table games in January 2025. Through June 2025, the removal of table games has not impacted earnings from operations at our Colorado casinos as the expense savings have offset the decrease in revenue. Table games revenue in Colorado was $0.5 million and $0.9 million for the three months and six months ended June 30, 2024, respectively.
The table below provides results by operating segment within the United States reportable segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
|
|
|
|
For the six months |
|
|
|
|
||||||||||
|
|
ended June 30, |
|
|
|
% |
|
ended June 30, |
|
|
|
% |
||||||||||
Amounts in millions |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
Net operating revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East |
|
$ |
44.6 |
|
$ |
45.1 |
|
$ |
(0.5) |
|
(1.1%) |
|
$ |
81.7 |
|
$ |
83.6 |
|
$ |
(1.9) |
|
(2.3%) |
Midwest |
|
|
41.3 |
|
|
40.6 |
|
|
0.7 |
|
1.7% |
|
|
81.2 |
|
|
79.8 |
|
|
1.4 |
|
1.8% |
West |
|
|
20.2 |
|
|
20.8 |
|
|
(0.6) |
|
(2.9%) |
|
|
36.6 |
|
|
39.2 |
|
|
(2.6) |
|
(6.6%) |
Total United States |
|
|
106.1 |
|
|
106.5 |
|
|
(0.4) |
|
(0.4%) |
|
|
199.5 |
|
|
202.6 |
|
|
(3.1) |
|
(1.6%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East |
|
$ |
36.7 |
|
$ |
37.6 |
|
$ |
(0.9) |
|
(2.4%) |
|
$ |
69.5 |
|
$ |
71.6 |
|
$ |
(2.1) |
|
(2.9%) |
Midwest |
|
|
25.9 |
|
|
26.1 |
|
|
(0.2) |
|
(0.8%) |
|
|
52.3 |
|
|
51.0 |
|
|
1.3 |
|
2.5% |
West |
|
|
17.8 |
|
|
17.9 |
|
|
(0.1) |
|
(0.6%) |
|
|
33.5 |
|
|
36.3 |
|
|
(2.8) |
|
(7.7%) |
Total United States |
|
|
80.4 |
|
|
81.6 |
|
|
(1.2) |
|
(1.5%) |
|
|
155.3 |
|
|
158.9 |
|
|
(3.6) |
|
(2.3%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization.
Three Months Ended June 30, 2025 and 2024
The following discussion highlights results for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
East – Decreased net operating revenue was primarily due to decreased gaming revenue offset by increased hotel revenue, due to changes in room rates, at both properties. Decreased operating costs and expenses is due to decreased gaming-related, maintenance and insurance expenses.
Midwest – In Missouri, net operating revenue increased by approximately $3.0 million primarily due to increased gaming revenue at our new casino in Caruthersville and increased hotel and food and beverage revenue at both properties due to the opening of our two new hotels in 2024. The increases in Missouri were partially offset by decreased net operating revenue of approximately $2.2 million in Colorado. Decreased net operating revenue in Colorado was primarily due to the termination of two sports betting agreements in 2024 and decreased gaming revenue in Central City. Operating expenses in the Midwest operating segment remained relatively constant.
West – Net operating revenue at the Nugget decreased primarily due to decreased hotel and food and beverage revenue. We are increasing our efforts to market group and convention sales for the hotel and are implementing a new loyalty program in an effort to drive revenue growth. Operating expenses remained relatively constant.
Six Months Ended June 30, 2025 and 2024
The following discussion highlights results for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Winter weather negatively impacted all US properties during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
East – Decreased net operating revenue was due to decreased gaming revenue offset by increased hotel revenue, due to changes in room rates, at both properties. At our Rocky Gap property, the golf course was closed for the majority of the first quarter of 2025 due to winter weather that impacted gaming, hotel and food and beverage revenue. Decreased operating costs and expenses is due to decreased gaming-related, maintenance and insurance expenses.
Midwest – In Missouri, net operating revenue increased by approximately $5.8 million primarily due to increased gaming revenue at our new casino in Caruthersville and increased hotel and food and beverage revenue at both properties due to the new hotels that were opened in 2024. The increases in Missouri were offset by decreased net operating revenue of approximately $4.5 million in Colorado. Decreased net operating revenue in Colorado was primarily due to the termination of two sports betting agreements in 2024, as detailed above, decreased gaming revenue due to the elimination of table games at both properties, and inclement weather in February 2025. Operating expenses in the Midwest operating segment increased due to increased payroll and gaming-related expenses at the Missouri locations due to opening our new hotels and the new Caruthersville casino in 2024, offset by decreased payroll and gaming-related expenses at the Colorado locations due to the closure of table games.
West – Net operating revenue at the Nugget decreased primarily due to decreased hotel and food and beverage revenue. We are increasing our efforts to market group and convention sales for the hotel and are implementing a new loyalty program in an effort to drive revenue growth. Operating expenses decreased primarily due to decreased payroll and cost of goods sold due to the cost saving measures and operating efficiencies we began implementing mid-April 2024.
The cost saving measures included staffing changes and changes to hotel operations.
A reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR 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 |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
Gaming revenue |
|
$ |
12,415 |
|
$ |
12,506 |
|
$ |
(91) |
|
(0.7%) |
|
$ |
23,194 |
|
$ |
24,523 |
|
$ |
(1,329) |
|
(5.4%) |
Pari-mutuel, sports betting and iGaming revenue |
|
|
2,587 |
|
|
2,523 |
|
|
64 |
|
2.5% |
|
|
4,486 |
|
|
4,617 |
|
|
(131) |
|
(2.8%) |
Hotel revenue |
|
|
176 |
|
|
150 |
|
|
26 |
|
17.3% |
|
|
303 |
|
|
275 |
|
|
28 |
|
10.2% |
Food and beverage revenue |
|
|
3,215 |
|
|
3,084 |
|
|
131 |
|
4.2% |
|
|
5,702 |
|
|
5,812 |
|
|
(110) |
|
(1.9%) |
Other revenue |
|
|
1,612 |
|
|
1,564 |
|
|
48 |
|
3.1% |
|
|
2,836 |
|
|
2,926 |
|
|
(90) |
|
(3.1%) |
Net operating revenue |
|
|
20,005 |
|
|
19,827 |
|
|
178 |
|
0.9% |
|
|
36,521 |
|
|
38,153 |
|
|
(1,632) |
|
(4.3%) |
Gaming expenses |
|
|
(2,498) |
|
|
(2,531) |
|
|
(33) |
|
(1.3%) |
|
|
(4,759) |
|
|
(4,929) |
|
|
(170) |
|
(3.4%) |
Pari-mutuel, sports betting and iGaming expenses |
|
|
(4,256) |
|
|
(4,141) |
|
|
115 |
|
2.8% |
|
|
(7,287) |
|
|
(7,408) |
|
|
(121) |
|
(1.6%) |
Hotel expenses |
|
|
(71) |
|
|
(73) |
|
|
(2) |
|
(2.7%) |
|
|
(135) |
|
|
(138) |
|
|
(3) |
|
(2.2%) |
Food and beverage expenses |
|
|
(2,840) |
|
|
(2,753) |
|
|
87 |
|
3.2% |
|
|
(5,210) |
|
|
(5,288) |
|
|
(78) |
|
(1.5%) |
Other expenses |
|
|
(33) |
|
|
(36) |
|
|
(3) |
|
(8.3%) |
|
|
(62) |
|
|
(62) |
|
|
— |
|
— |
General and administrative expenses |
|
|
(4,700) |
|
|
(4,843) |
|
|
(143) |
|
(3.0%) |
|
|
(9,101) |
|
|
(9,693) |
|
|
(592) |
|
(6.1%) |
Depreciation and amortization |
|
|
(1,074) |
|
|
(1,088) |
|
|
(14) |
|
(1.3%) |
|
|
(2,073) |
|
|
(2,237) |
|
|
(164) |
|
(7.3%) |
Total operating costs and expenses |
|
|
(15,472) |
|
|
(15,465) |
|
|
7 |
|
— |
|
|
(28,627) |
|
|
(29,755) |
|
|
(1,128) |
|
(3.8%) |
Earnings from operations |
|
|
4,533 |
|
|
4,362 |
|
|
171 |
|
3.9% |
|
|
7,894 |
|
|
8,398 |
|
|
(504) |
|
(6.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
(748) |
|
|
(456) |
|
|
292 |
|
64.0% |
|
|
(964) |
|
|
(1,184) |
|
|
(220) |
|
(18.6%) |
Net earnings attributable to non-controlling interests |
|
|
(772) |
|
|
(843) |
|
|
71 |
|
8.4% |
|
|
(805) |
|
|
(914) |
|
|
109 |
|
11.9% |
Net earnings attributable to Century Casinos, Inc. shareholders |
|
|
599 |
|
|
1,009 |
|
|
(410) |
|
(40.6%) |
|
|
533 |
|
|
2,146 |
|
|
(1,613) |
|
(75.2%) |
Adjusted EBITDAR |
|
$ |
5,607 |
|
$ |
5,451 |
|
$ |
156 |
|
2.9% |
|
$ |
9,967 |
|
$ |
10,599 |
|
$ |
(632) |
|
(6.0%) |
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% effective from April 1, 2023 through March 31, 2025. In December 2024, the temporary increase was extended through March 31, 2026.
A competitor is requesting to relocate their casino from a city about 50 miles southeast of Edmonton to south Edmonton, approximately 11 miles from our Century Mile property. Additional approvals are needed before the project begins and we anticipate construction could take approximately one year if the project is approved. An increase in competitors to the Edmonton market and near our Century Mile property could lead to a decrease in visitors at our casinos and have a negative impact on our results of operations in Canada.
Results in US dollars were impacted by a (1.2%) and (3.8%) decrease in the average exchange rate between the US dollar and Canadian dollar for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 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 |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
Net Operating Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
27.7 |
|
|
27.1 |
|
|
0.6 |
|
2.2% |
|
|
51.4 |
|
|
51.8 |
|
|
(0.4) |
|
(0.8%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Costs and Expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
19.9 |
|
|
19.7 |
|
|
0.2 |
|
1.0% |
|
|
37.4 |
|
|
37.4 |
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
|
|
|
|
For the six months |
|
|
|
|
||||||||||
|
|
ended June 30, |
|
|
|
% |
|
ended June 30, |
|
|
|
% |
||||||||||
Amounts in USD, in millions |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
Net operating revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
20.0 |
|
$ |
19.8 |
|
$ |
0.2 |
|
0.9% |
|
$ |
36.5 |
|
$ |
38.1 |
|
$ |
(1.6) |
|
(4.3%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
14.4 |
|
$ |
14.4 |
|
$ |
— |
|
— |
|
$ |
26.6 |
|
$ |
27.5 |
|
$ |
(0.9) |
|
(3.3%) |
(1)Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization.
Three Months Ended June 30, 2025 and 2024
The following discussion highlights results for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Explanations below are provided based on CAD results.
Net operating revenue increased primarily due to increased gaming and food and beverage revenue at our St. Albert and Century Downs locations offset by decreased gaming revenue at our Edmonton and Century Mile locations. Operating costs and expenses remained relatively constant.
Six Months Ended June 30, 2025 and 2024
The following discussion highlights results for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Explanations below are provided based on CAD results.
Decreased net operating revenue was primarily due to decreased gaming revenue at all of our Canadian properties which were impacted by winter weather in January and February 2025. Operating costs and expenses remained constant.
A reconciliation of net earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR 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 |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
Gaming revenue |
|
$ |
24,144 |
|
$ |
19,614 |
|
$ |
4,530 |
|
23.1% |
|
$ |
44,131 |
|
$ |
40,710 |
|
$ |
3,421 |
|
8.4% |
Food and beverage revenue |
|
|
243 |
|
|
216 |
|
|
27 |
|
12.5% |
|
|
468 |
|
|
412 |
|
|
56 |
|
13.6% |
Other revenue |
|
|
322 |
|
|
263 |
|
|
59 |
|
22.4% |
|
|
740 |
|
|
620 |
|
|
120 |
|
19.4% |
Net operating revenue |
|
|
24,709 |
|
|
20,093 |
|
|
4,616 |
|
23.0% |
|
|
45,339 |
|
|
41,742 |
|
|
3,597 |
|
8.6% |
Gaming expenses |
|
|
(15,562) |
|
|
(12,807) |
|
|
2,755 |
|
21.5% |
|
|
(28,663) |
|
|
(26,840) |
|
|
1,823 |
|
6.8% |
Food and beverage expenses |
|
|
(1,004) |
|
|
(888) |
|
|
116 |
|
13.1% |
|
|
(1,997) |
|
|
(1,758) |
|
|
239 |
|
13.6% |
General and administrative expenses |
|
|
(6,938) |
|
|
(6,064) |
|
|
874 |
|
14.4% |
|
|
(13,213) |
|
|
(12,293) |
|
|
920 |
|
7.5% |
Depreciation and amortization |
|
|
(741) |
|
|
(515) |
|
|
226 |
|
43.9% |
|
|
(1,111) |
|
|
(1,053) |
|
|
58 |
|
5.5% |
Total operating costs and expenses |
|
|
(24,245) |
|
|
(20,274) |
|
|
3,971 |
|
19.6% |
|
|
(44,984) |
|
|
(41,944) |
|
|
3,040 |
|
7.2% |
Earnings (loss) from operations |
|
|
464 |
|
|
(181) |
|
|
645 |
|
356.4% |
|
|
355 |
|
|
(202) |
|
|
557 |
|
275.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
(241) |
|
|
(87) |
|
|
154 |
|
177.0% |
|
|
(331) |
|
|
(238) |
|
|
93 |
|
39.1% |
Net (earnings) loss attributable to non-controlling interests |
|
|
(124) |
|
|
19 |
|
|
(143) |
|
(752.6%) |
|
|
(42) |
|
|
17 |
|
|
(59) |
|
(347.1%) |
Net earnings (loss) attributable to Century Casinos, Inc. shareholders |
|
|
245 |
|
|
(40) |
|
|
285 |
|
712.5% |
|
|
81 |
|
|
(35) |
|
|
116 |
|
331.4% |
Adjusted EBITDAR |
|
$ |
1,942 |
|
$ |
450 |
|
$ |
1,492 |
|
331.6% |
|
$ |
2,488 |
|
$ |
1,208 |
|
$ |
1,280 |
|
106.0% |
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 believe that we can retain a significant portion of the revenue from the Hilton Hotel casino at our second casino in Warsaw at the Presidential Hotel.
The table below provides information about the closures due to licensing delays and expirations during the periods discussed in this Item 2.
|
|
|
Casino |
Closure Date |
Reopen Date |
Katowice (1) |
October 2023 |
March 2024 |
Bielsko-Biala |
October 2023 |
February 2024 |
Wroclaw (2) |
November 2023 |
October 2024 |
Krakow (3) |
May 2024 |
N/A |
LIM Center in Warsaw (3) |
July 2024 |
N/A |
Hilton Hotel in Warsaw (4) |
June 2025 |
N/A |
(1)The Katowice casino reopened with a reduced gaming floor in March 2024. The full gaming floor was reopened in May 2025 following regulatory approval.
(2)The Wroclaw casino reopened at a new location following the closure.
(3)We were notified in October 2024 that we were not awarded casino licenses for these locations.
(4)We were notified in June 2025 that we were not awarded a casino license for this location.
Results in US dollars were impacted by a 6.0% and 2.9% increase in the average exchange rate between the US dollar and Polish zloty for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 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 |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
Net Operating Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
|
|
92.8 |
|
|
80.3 |
|
|
12.5 |
|
15.6% |
|
|
175.3 |
|
|
166.6 |
|
|
8.7 |
|
5.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Costs and Expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
|
|
88.3 |
|
|
78.9 |
|
|
9.4 |
|
11.9% |
|
|
169.8 |
|
|
163.3 |
|
|
6.5 |
|
4.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
|
|
|
|
For the six months |
|
|
|
|
||||||||||
|
|
ended June 30, |
|
|
|
% |
|
ended June 30, |
|
|
|
% |
||||||||||
Amounts in USD, in millions |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
Net operating revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
|
$ |
24.7 |
|
$ |
20.1 |
|
$ |
4.6 |
|
23.0% |
|
$ |
45.3 |
|
$ |
41.7 |
|
$ |
3.6 |
|
8.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
|
$ |
23.5 |
|
$ |
19.8 |
|
$ |
3.7 |
|
18.7% |
|
$ |
43.9 |
|
$ |
40.9 |
|
$ |
3.0 |
|
7.3% |
(1)Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization.
Three Months Ended June 30, 2025 and 2024
The following discussion highlights results for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Explanations below are provided based on PLN results.
Net operating revenue increased primarily due to increased revenue at the casino in Wroclaw that reopened in October 2024. Operating costs and expenses increased due to increased gaming-related expenses related to increased gaming revenue as well as additional costs related to termination of the lease at the Hilton Hotel.
Six Months Ended June 30, 2025 and 2024
The following discussion highlights results for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Explanations below are provided based on PLN results.
Net operating revenue increased primarily due to the casinos that reopened in 2024 in Wroclaw, Bielsko-Biala and Katowice, offset by decreased revenue due to licensing-related closures at our LIM Center casino in Warsaw and the Krakow casino and slower gaming activity in the Warsaw market in the first quarter. Operating costs and expenses increased due to increased gaming-related expenses related to increased gaming revenue as well as increased casino rent expense and additional costs related to termination of the lease at the Hilton Hotel.
A reconciliation of net earnings (loss) attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
|
|
|
|
For the six months |
|
|
|
|
||||||||||
|
|
ended June 30, |
|
|
|
% |
|
ended June 30, |
|
|
|
% |
||||||||||
Amounts in thousands |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Change |
Other revenue |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
— |
|
$ |
— |
|
$ |
13 |
|
$ |
(13) |
|
(100.0%) |
Net operating revenue |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
13 |
|
|
(13) |
|
(100.0%) |
General and administrative expenses |
|
|
(3,133) |
|
|
(3,979) |
|
|
(846) |
|
(21.3%) |
|
|
(6,574) |
|
|
(8,126) |
|
|
(1,552) |
|
(19.1%) |
Depreciation and amortization |
|
|
(18) |
|
|
(43) |
|
|
(25) |
|
(58.1%) |
|
|
(36) |
|
|
(97) |
|
|
(61) |
|
(62.9%) |
Total operating costs and expenses |
|
|
(3,151) |
|
|
(4,022) |
|
|
(871) |
|
(21.7%) |
|
|
(6,610) |
|
|
(8,223) |
|
|
(1,613) |
|
(19.6%) |
Loss from operations |
|
|
(3,151) |
|
|
(4,022) |
|
|
871 |
|
21.7% |
|
|
(6,610) |
|
|
(8,210) |
|
|
1,600 |
|
19.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense) benefit |
|
|
(38) |
|
|
(851) |
|
|
813 |
|
95.5% |
|
|
(214) |
|
|
494 |
|
|
(708) |
|
(143.3%) |
Net loss attributable to Century Casinos, Inc. shareholders |
|
|
(12,666) |
|
|
(14,989) |
|
|
2,323 |
|
15.5% |
|
|
(25,506) |
|
|
(28,131) |
|
|
2,625 |
|
9.3% |
Adjusted EBITDAR |
|
$ |
(2,938) |
|
$ |
(3,490) |
|
$ |
552 |
|
15.8% |
|
$ |
(6,088) |
|
$ |
(7,285) |
|
$ |
1,197 |
|
16.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months and Six Months Ended June 30, 2025 and 2024
The following discussion highlights results for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.
Total operating costs and expenses, including general and administrative expenses, decreased due primarily to lower stock compensation expense, legal fees and insurance costs.
A reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR 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 |
|
2025 |
|
2024 |
|
$ Change |
|
Change |
|
2025 |
|
2024 |
|
$ Change |
|
Change |
||||||
Interest income |
|
$ |
273 |
|
$ |
673 |
|
$ |
(400) |
|
(59.4%) |
|
$ |
653 |
|
$ |
1,359 |
|
$ |
(706) |
|
(51.9%) |
Interest expense |
|
|
(26,211) |
|
|
(25,756) |
|
|
(455) |
|
(1.8%) |
|
|
(52,247) |
|
|
(51,570) |
|
|
(677) |
|
(1.3%) |
Gain on foreign currency transactions, cost recovery income and other |
|
|
1,040 |
|
|
1,428 |
|
|
(388) |
|
(27.2%) |
|
|
1,159 |
|
|
2,590 |
|
|
(1,431) |
|
(55.3%) |
Non-operating (expense) income |
|
$ |
(24,898) |
|
$ |
(23,655) |
|
$ |
(1,243) |
|
(5.3%) |
|
$ |
(50,435) |
|
$ |
(47,621) |
|
$ |
(2,814) |
|
(5.9%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, CPL’s credit facility, our financing obligation under the Master Lease with VICI PropCo, deferred financing costs and our finance lease agreements.
A breakdown of interest expense is below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
For the six months |
||||||||
|
|
ended June 30, |
|
ended June 30, |
||||||||
Amounts in thousands |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
Interest expense - credit agreements |
|
$ |
8,864 |
|
$ |
9,821 |
|
$ |
17,656 |
|
$ |
19,720 |
Interest expense - VICI PropCo financing obligation |
|
|
16,494 |
|
|
15,175 |
|
|
32,896 |
|
|
30,374 |
Interest expense - deferred financing costs |
|
|
674 |
|
|
674 |
|
|
1,348 |
|
|
1,348 |
Interest expense - miscellaneous |
|
|
179 |
|
|
86 |
|
|
347 |
|
|
128 |
Total interest expense |
|
$ |
26,211 |
|
$ |
25,756 |
|
$ |
52,247 |
|
$ |
51,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on foreign currency transactions, cost recovery income and other
Cost recovery income is related to infrastructure built during the development of CDR. The infrastructure was built by the non-controlling shareholders prior to our acquisition of our controlling ownership interest in CDR. Cost recovery income of $1.0 million was received by CDR for the three and six months ended June 30, 2025 related to infrastructure built during the development of the Century Downs REC project. The distribution to CDR’s non-controlling shareholders is part of an agreement between CRM and CDR. Cost recovery income of $1.1 million was received by CDR for the three and six months ended June 30, 2024.
Taxes
Income tax expense is recorded relative to the jurisdictions that recognize book earnings. During the six months ended June 30, 2025, we recognized income tax expense of $1.7 million on pre-tax loss of ($26.7) million, representing an effective income tax rate of (6.5%) compared to an income tax expense of $25.6 million on pre-tax loss of ($25.1) million, representing an effective income tax rate of (102.2%) for the same period in 2024. 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:
|
|
|
|
|
|
|
|
|
For the six months |
||||
|
|
ended June 30, |
||||
Amounts in thousands |
|
2025 |
|
2024 |
||
Net cash provided by (used in) operating activities |
|
$ |
6,658 |
|
$ |
(8,476) |
Net cash used in investing activities |
|
|
(12,982) |
|
|
(36,052) |
Net cash used in financing activities |
|
|
(7,867) |
|
|
(381) |
|
|
|
|
|
|
|
|
|
As of June 30, |
||||
Amounts in thousands |
|
2025 |
|
2024 |
||
Cash, cash equivalents and restricted cash (1) |
|
$ |
85,807 |
|
$ |
123,444 |
Working capital (2) |
|
$ |
35,062 |
|
$ |
79,331 |
(1)Cash, cash equivalents and restricted cash as of June 30, 2025 and 2024 included $0.2 million and $14.0 million, respectively, 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, 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.
Net cash used in investing activities for the six months ended June 30, 2024 consisted of $1.8 million for casino licenses in Poland, $3.3 million in slot machines and gaming related purchases for our US properties, $0.1 million for various hotel renovations to the Mountaineer property in West Virginia, $0.1 million for beach access, and $0.1 million in golf equipment for the Rocky Gap property in Maryland, $7.0 million for our hotel project in Cape Girardeau, Missouri, $15.5 million for our casino project in Caruthersville, Missouri, $0.3 million for a high limit room, $0.1 million for sportsbook improvements and $0.5 million in various renovations in Nevada, and $0.3 million in hotel renovations at our Colorado properties, $0.7 million related to racing related updates at our Century Downs and Century Mile properties and $0.2 million in restaurant renovations at our St. Albert property in Canada, $0.3 million in renovations on the relocated Wroclaw casino in Poland and $5.9 million in other fixed asset additions at our properties, offset by $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, 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.
Net cash used in financing activities for the six months ended June 30, 2024 consisted of $5.0 million in distributions to non-controlling interests and $0.2 million to repurchase shares to satisfy tax withholding related to our performance stock unit awards, offset by an aggregate of $4.8 million in proceeds from borrowings net of principal payments, including $9.9 million of proceeds from borrowings from VICI PropCo for the Caruthersville project.
Borrowings and Repayments of Long-Term Debt and Lease Agreements
As of June 30, 2025, our total debt under bank borrowings and other agreements, net of $10.1 million related to deferred financing costs, was $328.0 million, of which $321.5 million was long-term debt and $6.4 million was the current portion of long-term debt. The current portion relates to payments due within one year under our Goldman Credit Agreement, the UniCredit Term Loan and CPL’s credit facility. 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. 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 $252.5 million as of June 30, 2025 compared to $218.4 million as of June 30, 2024. 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 amount of 2025 maturities of our debt as of June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
|
|
|
|
|
|
|
|
|
Goldman Term Loan (1) |
|
CPL Credit Facility |
|
UniCredit Term Loan |
|
Total |
||||
$ |
1,750 |
|
$ |
2,150 |
|
$ |
782 |
|
$ |
4,682 |
(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.
The following table lists the amount of remaining 2025 payments due under our operating and finance lease agreements:
|
|
|
|
|
Amounts in thousands |
|
|
|
|
Operating Leases |
|
Finance Leases |
||
$ |
3,693 |
|
$ |
227 |
As of June 30, 2025, estimated cash payments due under the Master Lease for the remainder of 2025 are $30.0 million, which includes a CPI increase and a portion of the deferred Caruthersville rent increase. We have elected to defer the cash payments of $4.2 million in annual increased rent related to the Caruthersville project for 12 months and the deferred rent will be paid over a six month period beginning in December 2025. Estimated cash payments to the non-controlling partners under the lease between Smooth Bourbon and Nugget (the “Nugget Lease”) for the remainder of 2025 are $3.9 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, 2025 and three and six months ended June 30, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
For the six months ended |
||||||||
|
|
June 30, |
|
June 30, |
||||||||
Amounts in thousands |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||
Master Lease |
|
$ |
14,404 |
|
$ |
15,195 |
|
$ |
28,731 |
|
$ |
24,639 |
Nugget Lease (1) |
|
|
1,936 |
|
|
1,913 |
|
|
3,849 |
|
|
3,175 |
(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.
Common Stock Repurchase Program
Since March 2000, we have had a discretionary program to repurchase up to $15.0 million of our outstanding common stock. The repurchase program has no set expiration or termination date and had approximately $13.8 million remaining as of June 30, 2025.
On May 14, 2025, in accordance with the share repurchase program previously authorized by the Board, we announced a 10b5-1 trading plan (the “Plan”) for the purpose of repurchasing up to $3.0 million of shares of our outstanding common stock (the “Repurchase Limit”). The Plan allowed us to repurchase shares up to the Repurchase Limit through July 31, 2025. During the three and six months ended June 30, 2025, we repurchased and retired 428,734 shares of our common stock for $0.9 million on the open market under the Plan. The Plan expired by its terms on July 31, 2025. We intend to engage in additional stock repurchases.
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, 2025, we had $85.5 million in cash and cash equivalents compared to $98.8 million in cash and cash equivalents at December 31, 2024. Cash and cash equivalents decreased primarily due to net cash used in investing activities of $13.0 million as discussed in “Investing Activities” 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. As of June 30, 2025, 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 estimate that we have spent over half of our planned capital expenditures for 2025 in the first half of the year. Remaining capital expenditures for 2025 are estimated to be approximately $8.1 million of maintenance capital expenditures, including elevator upgrades at the Nugget and various upgrades at our properties. We opened the new land-based casino and hotel at Century Casino Caruthersville on November 1, 2024. The project cost approximately $51.9 million and was funded with financing provided by VICI PropCo in conjunction with the Master Lease. We estimate approximately $0.2 million in remaining cash payments related to the Caruthersville project.
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 2023 under which we may issue, from time to time, up to $100 million of common stock, preferred stock, debt securities and other securities. We intend to renew the shelf registration statement in 2026.
If necessary, we may seek to obtain further term loans, mortgages or lines of credit with commercial banks or other debt or equity financings to supplement our working capital and investing requirements. Our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings. A financing transaction may not be available on terms acceptable to us, or at all, and a financing transaction may be dilutive to our current stockholders. The failure to raise the funds necessary to fund our debt service and rent obligations and finance our operations and other capital requirements could have a material and adverse effect on our business, financial condition and liquidity.
We estimate that approximately $45.8 million of our total $85.5 million in cash and cash equivalents at June 30, 2025 is held by our foreign subsidiaries, of which $23.3 million is held by our Canadian subsidiaries and $15.7 million is held by our Austrian subsidiary. 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, 2024. 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, 2024.
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 as of the end of the period covered by this report, our disclosure controls and procedures were 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, 2025 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 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Repurchases
In March 2000, our board of directors approved a discretionary program to repurchase up to $5.0 million of our outstanding common stock. In November 2009, our board of directors 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 $13.8 million remaining as of June 30, 2025.
On May 14, 2025, we announced the Plan for the purpose of repurchasing up to the Repurchase Limit in accordance with the share repurchase program previously authorized by our Board of Directors. The Plan is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. During the three months ended June 30, 2025, there were no repurchases under our repurchase program outside of the Plan. The Plan expired on July 31, 2025.
The table below details the repurchases made under the Plan.
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Period |
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Total number of shares purchased |
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Average price paid per share |
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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 |
April 1, 2025 to April 30, 2025 |
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— |
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— |
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— |
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— |
May 1, 2025 to May 31, 2025 |
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171,078 |
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1.88 |
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171,078 |
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2.7 |
June 1, 2025 to June 30, 2025 |
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257,656 |
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2.27 |
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257,656 |
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2.1 |
Total |
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428,734 |
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2.12 |
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428,734 |
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Item 5. Other Information
None of our directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the fiscal quarter ended June 30, 2025.
Item 6. Exhibits
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Exhibit No. |
Document |
3.1P |
Certificate of Incorporation of Century Casinos, Inc. is hereby incorporated by reference to the Company’s Proxy Statement for the 1994 Annual Meeting of Stockholders. |
3.2 |
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10.1*† |
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31.1* |
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Co-Chief Executive Officer. |
31.2* |
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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** |
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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.
P Filed on Paper.
†Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted as the identified confidential portions are both not material and are the type of information that the registrant treats as private or confidential. The registrant agrees to supplementally furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.
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
Date: August 6, 2025
CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
SECOND AMENDED AND RESTATED OPERATING AGREEMENT
OF
SMOOTH BOURBON, LLC
A NEVADA LIMITED LIABILITY COMPANY EFFECTIVE AS OF APRIL 1, 2022
THE INTERESTS DESCRIBED AND REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS (THE “SECURITIES LAWS”) AND MAY BE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES LAWS. TO THE EXTENT THE INTERESTS CONSTITUTE SECURITIES UNDER THE SECURITIES LAWS, THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
TABLE OF CONTENTS
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Article 8. Contributions to the Company and Capital Accounts |
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Withdrawal or Reduction of Members’ Contributions to Capital |
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Article 9. ALLOCATIONS, INCOME TAX, DISTRIBUTIONS, ELECTIONS AND REPORTS |
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Issuance of Additional Membership Interests to Existing Members |
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This Second Amended and Restated Operating Agreement is made and entered into as of the 1st day of April, 2022 (the “Effective Date”), by and among the Company and each of the Members whose signatures appear on the signature page hereof (the “Members”). Reference is hereby made to the original operating agreement of the Company effective as of May 30, 2017, as amended and restated in the First Amended and Restated Operating Agreement of the Company effective as of April 20, 2018, as further amended March 10, 2022 (the “Prior Operating Agreement”). In consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto desire to continue the Company as a limited liability company in accordance with the Act, to admit the CNTY Member as a Member and to amend and restate the Prior Operating Agreement of the Company in its entirety as set forth in this Agreement, as follows:
Unless the context otherwise specifies or requires, capitalized terms used herein which are not otherwise defined in the text of this Agreement shall have the respective meanings assigned thereto in Addendum I, attached hereto and incorporated herein by reference, for all purposes of this Agreement (such definitions to be equally applicable to both the singular and the plural forms of the terms defined). Unless otherwise specified, all references herein to Articles or Sections are to Articles or Sections of this Agreement.
FORMATION OF COMPANY
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2.5 Term. The Company shall continue in existence until it dissolves in accordance with the provisions of this Agreement or the Act. |
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(a) The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint |
-1-
venturer of any other Member by virtue of this agreement, for any purposes other than as set forth in Section 2.6(b), and neither this Agreement nor any document entered into by the Company or any Member shall be construed to suggest otherwise.
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(b) The Members acknowledge and agree that for federal (and, if applicable, state and local) income tax purposes (i) immediately prior to the transactions contemplated by that certain Membership Interest Purchase Agreement (“MIPA”) dated as of February 22, 2022, the Company was wholly-owned by the Marnell Member and was treated as an entity disregarded as separate from its owner, and (ii) the purchase and sale of the Membership Interests in the Company pursuant to the MIPA shall be treated as a transaction described in Revenue Ruling 99-5, Situation 1, with the following consequences: (A) the Company was converted from a disregarded entity to a partnership when the CNTY Member purchased the Membership Interests in the Company from the Marnell Member, (B) the CNTY Member’s purchase of 50% of the Membership Interests in the Company was treated as the purchase of an undivided 50% interest in each of the Company’s assets, and (C) immediately after such purchase and sale, the Marnell Member and the CNTY Member were treated as contributing their respective interests in the assets of the Company to a partnership in exchange for ownership interests in the partnership. |
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(c) Following the First Closing (as such term is defined in the MIPA), the Members intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and the Company and each Member shall file all tax and information returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment. |
BUSINESS OF COMPANY
The Company is principally organized for such lawful purposes as the Members may from time to time authorize as permitted under the Act, as may be set forth in any filed Articles of Organization. The Company will have all the powers granted to a limited-liability company under the laws of the State of Nevada, as set forth herein or any filed Articles of Organization.
MEMBERS AND UNITS
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provisions required by Article 8 of the Uniform Commercial Code (under which the Membership Interests shall be deemed “securities”). All membership certificates shall be consecutively numbered or otherwise identified. In case of a lost, destroyed or mutilated membership certificate, a new one may be issued upon such terms, and subject to such indemnity to the Company, as the Manager may prescribe.
RIGHTS AND DUTIES OF MANAGER; INDEMNIFICATION; OFFICERS
MARNELL GAMING, LLC
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(a) Borrow money for the Company from banks, other lending institutions, the Manager, Members, or Affiliates of the Manager or Members on such terms as the Manager in good faith deems appropriate and, in connection therewith, to Hypothecate Company Property to secure repayment of the borrowed sums; |
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(b) Purchase liability and other insurance to protect the Company’s property and business; |
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(c) Execute and deliver all instruments and documents, including checks, |
drafts, notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, or disposition of Company property; assignments; bills of sale; leases; partnership agreements; operating (or limited liability company) agreements of other limited liability companies; and any other instruments or documents necessary, in the reasonable opinion of the Manager, to the conduct of the business of the Company, including modifications and amendments thereto;
-3-
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(d) Employ accountants, legal counsel, managing agents, other experts, employees and independent contractors to perform services for the Company and to compensate them from Company funds; |
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(e) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Nevada or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof, to effectuate, implement, continue, and defend the valid existence of the Company; and |
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(f) Open bank accounts in the name of the Company and to be the sole signatory thereof on behalf of the Company. |
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(a) Sell or otherwise dispose of any material Company Property; |
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(b) Cause the Company to be a party to a Reorganization; |
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(c) Cause the Company to file for Bankruptcy; |
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(d) Liquidate or dissolve the Company, as further provided in Section 12.1; |
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(e) Borrow money for the Company from any Person or Hypothecate Company Property; provided that the incurrence of debt provided for in the Annual Budget shall not require Approval, nor shall the incurrence of debt pursuant to Section 8.2 resulting from the failure by any Member to make an additional Capital Contribution pursuant to that section; |
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(f) Take any action which would result in a change in the amount of Capital Contributions required from any Member; provided that any such action shall also require the approval of any Member whose Capital Contributions would be changed; |
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(g) Take any action which would result in an increase in the personal liability imposed upon any Member; provided that any such action shall also require the approval of any Member whose personal liability would be increased; |
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(h) Amend, alter or repeal any provision of, or add any provision to, the Company’s Articles of Organization or Operating Agreement, or any other equivalent charter documents; |
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(i) Authorize, issue, sell or grant any Units or other securities; |
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(j) Change the rights, preferences or privileges of any Units of the Company; |
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(k) Engage in any business other than the business conducted by the Company on the date hereof; |
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(l) Make any material change in any existing tax method policies, procedures or elections or otherwise change the Company’s fiscal year or make any material tax elections; |
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(m) Enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary course of business, including any transaction requiring payment of any management fees or other amounts (other than reasonable salaries and compensation) to any Affiliate of the Company, provided that the foregoing shall not apply to (i) that certain Lease of even date herewith between the Company and Nugget, or (ii) the incurrence of debt pursuant to Section 8.2 resulting from the failure by any Member to make an additional Capital Contribution pursuant to that section; |
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(n) Subject to Section 5.14, enter into any agreements or transactions with a ROW Party on behalf of the Company in connection with the Right of Way Process, including but not limited to, any agreements or transactions with NDOT and/or FHWA with respect to compensation payable to the Company or Nugget with respect to Nugget Relocated Assets and any agreements or transactions with any other ROW Party with respect to the design, look, feel, aesthetics, scope, location, cost and construction of Nugget Replacement Assets; |
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(o) Cause or permit actual expenses to exceed by more than [***]percent ([***]%) in the aggregate those in the Annual Budget in any one year; |
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(p) Other than in connection with the Right of Way Process, enter into agreements in any Fiscal Year that exceed [***] individually or $[***] in the aggregate; |
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(q) Initiate or settle any litigation or arbitration proceeding involving the Company; |
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(r) Cause the Company to loan money to any other Person; |
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(s) Other than in connection with the Right of Way Process, take any other action that is outside the usual and ordinary course of business of the Company; or |
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(t) Take any other action for which Approval of a Majority Interest is required hereunder. |
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(a) The Manager shall perform its duties in good faith, in a manner it reasonably believes to be in the best interests of the Company, including but not limited to participating in good faith in the Right of Way Process. |
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(b) The Manager does not, in any way, guarantee the return of any Member’s Capital Contributions from the operations of the Company or otherwise. |
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(c) Except as otherwise provided herein, no Manager will be liable to the Company or the Members or other interest holders for any act or omission in connection with the business or affairs of the Company so long as the Manager against whom liability is asserted acted in good faith on behalf of the Company and in a manner reasonably believed by the Manager to be within the scope of authority under this Agreement and in the best interests of the Company, |
-7-
unless such act or omission constitutes gross negligence, intentional or willful misconduct, fraud or a knowing violation of law.
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(d) In performing his or her duties, the Manager shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the following Persons and groups unless the Manager has knowledge concerning the matter in question that would cause such reliance to be unwarranted: |
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(i) one or more employees or other agents of the Company whom the Manager believes in good faith to be reliable and competent in the matters presented; |
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(ii) legal counsel, public accountants, or other Persons as to matters that the Manager believes in good faith to be within such Persons’ professional or expert competence; or |
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(iii) a committee, upon which the Manager does not serve, duly designated in accordance with the provisions of this Agreement, as to matters within its designated authority, which committee the Manager believes in good faith to merit confidence. |
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(a) Proceeding Other Than By the Company. The Company shall indemnify the Manager or any Member and may indemnify any other Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, whether civil, criminal, administrative or investigative, except an action by or in the right of the Company, by reason of the fact that he is or was a Member, Manager, employee or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, employee or agent of another limited-liability company or corporation, against expenses, including attorneys’ fees, judgment, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a 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, does 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 |
-8-
opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
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(b) Proceeding by the Company. The Company shall indemnify the Manager or any Member and may indemnify any other 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 Company to procure a judgment in its favor by reason of the fact that he is or was a Member, Manager, employee or agent of the Company, or is or was serving at the request of the Company as a Member, Manager, director, officer, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the actions or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which such a Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. |
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(c) Indemnity if Successful. To the extent that a Manager, Member, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in this Section 5.7, or in defense of any claim, issue or matter therein, the Company will indemnify the Manager, Member, employee or agent against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense. |
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(d) Expenses. Any indemnification under this Section 5.7, unless ordered by a court or advanced by the Company, must be made by the Company only as authorized in the specific case upon a determination in good faith by the Manager that indemnification of the Member, Manager, employee or agent is proper in the circumstances. |
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5.10 Vacancies. Any vacancy occurring for any reason of one or more Managers shall be filled by a Majority Interest of the Members. |
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5.11 Compensation, Reimbursement, Organization Expenses. Unless otherwise determined by a Majority Interest of the Members, the Manager shall not be entitled to |
-9-
compensation from the Company for services rendered to the Company in its capacity as such. Upon the submission of appropriate documentation, each Manager shall be reimbursed by the Company for reasonable out-of-pocket expenses incurred on behalf, or at the request, of the Company.
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5.14 Right of Way Process. With respect to the Company’s participation in the Right of Way Process with all ROW Parties: |
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(a) The Manager shall communicate and consult with the Members throughout the Right of Way Process with respect to all material aspects of the Right of Way Process, including material decisions that will impact the Company or Nugget, and shall copy the Members on all material correspondence (including material emails by and among the Manager, the Company and other ROW Parties). The Manager shall consider the Members’ comments in connection with the Right of Way Process in good faith. |
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(b) The Manager and the Members shall be entitled to attend and participate in all meetings in connection with the Right of Way Process and to provide input into the foregoing. To the extent any Member does not attend any such meeting, the Manager shall provide reasonably detailed minutes of the meeting within a reasonable period of time thereafter. |
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(c) Whether or not specifically in connection with the Right of Way Process, the Manager and the Members shall be entitled to attend and participate in all meetings with any ROW Party regarding design, look, feel, aesthetics, scope, location, cost and construction of the Nugget Replacement Assets and to provide input into the foregoing. |
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(d) Not less than quarterly during the pendency of the Right of Way Process, the Manager shall schedule a meeting with the Members for the purpose of discussing the then current status of the Right of Way Process and obtaining the Members’ input into the foregoing. Such meetings shall be held via video conference or teleconference unless the CNTY Member requests an in person meeting. |
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(e) The Manager shall use commercially reasonable efforts to obtain compensation payable to the Company from one or more ROW Parties (other than Nugget) for |
-10-
Nugget Relocated Assets that will allow for the construction of Nugget Replacement Assets which are consistent with the design and interior standards of Nugget at such time.
RIGHTS AND OBLIGATIONS OF MEMBERS
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6.2 Members Have No Agency Authority. Except as expressly provided in this Agreement, the Members (in their capacity such) shall have no agency authority on behalf of the Company. |
ACTIONS OF MEMBERS
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7.5 Meeting of all Members. All meetings shall be held at the place and time designated in the notice of the meeting; provided, however, that if all of the Members shall meet at any time |
-11-
and place, and Approve the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting lawful action may be taken.
CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS
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(a) No Member shall be obligated to make any additional Capital Contributions or advances to the Company, except each Member shall be required to make such additional Capital Contributions as are (i) set forth in the Annual Budget, (ii) necessary to fully fund the design and construction of the Nugget Replacement Assets to the extent the compensation received by the Company in connection with the Right of Way Process for the Nugget Relocated Assets together with other available assets of the Company is insufficient to do so, or (iii) otherwise Approved by the Members. |
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(b) The Manager shall give written notice to each Member of the amount of any required additional Capital Contribution, and each Member shall deliver to the Company its pro rata share thereof no later than thirty (30) days following the date such notice is given. None of the terms, covenants, obligations or rights contained in this Section 8.2 is or shall be deemed to be for the benefit of any Person other than the Members and the Company, and no such third Person shall under any circumstances have any right to compel any actions or payments by the Manager or the Members. |
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(c) If any Member fails to make an additional Capital Contribution as set forth above in this Section 8.2, (i) the Manager shall give notice of such default to the non-defaulting Members, and within thirty (30) days following the date such notice is given, each non-defaulting Member may, but is not required to, make its pro rata share of such additional Capital Contribution |
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or loan to the Company its pro rata share of the amount of such Additional Capital Contribution on commercially reasonable terms. If the non-defaulting Members do not fully fund such additional Capital Contribution, the Manager may seek such capital from any source from which the Company may borrow additional capital, including, without limitation, any Member, upon such terms as the Manager shall deem reasonably appropriate; provided, however, that no Member shall be obligated to make a loan to the Company. The Manager shall deduct from the defaulting Member’s future Distributions (including Distributions under Section 9.5(a)) the amount of such additional Capital Contribution that such Member failed to contribute hereunder.
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(a) A separate Capital Account shall be maintained for each Member. Each Member’s Capital Account shall be increased by (i) the amount of money contributed by such Member to the Company; (ii) the Gross Asset Value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code); (iii) allocations to such Member of Profits; and (iv) any items in the nature of income and gain which are specially allocated to the Member pursuant to Sections 9.2 and 9.3. Each Member’s Capital Account shall be decreased by (1) the amount of money Distributed to such Member by the Company; (2) the Gross Asset Value of property Distributed to such Member by the Company (net of liabilities secured by such Distributed property that such Member is considered to assume or take subject to under Section 752 of the Code); (3) any items in the nature of deduction and loss that are specially allocated to the Member pursuant to Sections 9.2 and 9.3; and (4) allocations to such Member of Losses. |
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(b) Without limiting the other rights and duties of a transferee of a Membership Unit pursuant to this Agreement, in the event of a permitted sale or exchange of a Membership Unit in the Company (except in connection with the sale of Membership Units to the CNTY Member at the First Closing under the MIPA), (i) the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Membership Unit in accordance with Section 1.704-1(b)(2)(iv) of the Regulations, and (ii) the transferee shall be treated as the transferor for purposes of allocations and distributions pursuant to Article 9 and Article 12 to the extent that such allocations and distributions relate to the transferred Membership Unit. |
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(c) The manner in which Capital Accounts are to be maintained pursuant to this Section 8.3 is intended to comply with the requirements of Section 704(b) of the Code and the Regulations thereunder. If in the opinion of the Company’s accountants or tax counsel the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 8.3 should be modified in order to comply with Section 704(b) of the Code and the Regulations thereunder, then, notwithstanding anything to the contrary contained in the preceding provisions of this Section 8.3, the method in which Capital Accounts are maintained shall be so modified. |
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(d) Upon liquidation of the Company, liquidating Distributions shall be made in accordance with Section 12.3 below, as determined after taking into account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs. No Member |
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shall have any obligation to restore all or any portion of a deficit balance in such Member’s Capital Account.
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(e) The Manager shall also: (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of capital reflected on the Company’s balance sheet, as computed for Capital Account purposes, in accordance with Section 1.704-1(b)(2)(iv)(q) of the Regulations, and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations; provided that, to the extent that any such adjustment is inconsistent with other provisions of this Agreement and would have a material adverse effect on any Member, the Manager may not make such adjustment without the consent of such Member. |
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(a) A Member may not withdraw as a Member at any time. |
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(b) A Member shall not receive a Distribution of any part of its Adjusted Capital Contribution to the extent such Distribution would violate Section 9.7. |
ALLOCATIONS, INCOME TAX, DISTRIBUTIONS, ELECTIONS AND REPORTS
(a) the Company were to sell the assets of the Company for their Gross Asset Values, (b) all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Values of the assets securing such liability), (c) the Company were to Distribute the proceeds of sale pursuant to Section 12.3(b)(iv) and (d) the Company were to dissolve pursuant to Article 12, minus the sum of (1) such Member’s share of Company Minimum Gain or Member Minimum Gain, and (2) the amount, if any, that such Member is obligated (or deemed obligated) to contribute, in its capacity as a Member, to the Company; computed immediately prior to the hypothetical sale of assets.
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(a) In the event that any Member unexpectedly receives any adjustments, allocations or Distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) of the Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Deficit Capital Account so created as quickly as possible. It is the intent that this Section 9.2(a) be |
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interpreted to comply with the alternate test for economic effect set forth in Section 1.704- 1(b)(2)(ii)(d) of the Regulations.
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(b) The Losses allocated pursuant to Section 9.1 hereof shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have a Deficit Capital Account at the end of any Fiscal Year. In the event that some, but not all, of the Members would have Deficit Capital Accounts as a consequence of an allocation of Losses pursuant to Section 9.1 hereof, the limitation set forth in the preceding sentence shall be applied on a Member- by-Member basis so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this Section 9.2(b) shall be allocated to the Members in proportion to their respective positive Capital Account balances, if any, and thereafter to the Members in accordance with their interests in the Company as determined by the approval of the Manager in its reasonable discretion. In the event that any Member would have a Deficit Capital Account at the end of any Fiscal Year, the Company shall credit the Capital Account of such Member specially with items of Company income (including gross income) and gain in the amount of such excess as quickly as possible. |
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(c) Notwithstanding any other provision of this Section 9.1, if there is a net decrease in the Company Minimum Gain during any Fiscal Year, then the Capital Accounts of each Member shall be specially allocated items of income (including gross income) and gain for such Fiscal Year (and if necessary for subsequent Fiscal Years) equal to that Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Section 1.704-2(g) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. If in any Fiscal Year that the Company has a net decrease in the Company Minimum Gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its discretion (and shall, if requested to do so by a Member that provides sufficient cash to pay the costs and expenses associated with such request) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Section 1.704-2(f)(4) of the Regulations. |
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(d) Notwithstanding any other provision of this Section 9.2 except Section 9.2(c), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Minimum Gain as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) of the Regulations. A Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. Any Member Minimum Gain allocated pursuant to this provision shall consist of first, gains recognized from the disposition of Company property subject to the Member Nonrecourse Debt, and, second, if necessary, a pro rata portion of the Company’s other items of |
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income or gain (including gross income) for that Fiscal Year. This Section 9.2(d) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.
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(e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) of the Code which are attributable to any nonrecourse debt of the Company and are characterized as partner nonrecourse deductions under Section 1.704-2(i) of the Regulations shall be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Regulations. |
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(f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Regulations), such deductions shall be allocated to the Members, pro rata, in accordance with their Membership Units. |
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(g) Excess nonrecourse liabilities (as described in Section 1.752-3 of the Regulations) shall be allocated to the Members pro rata, in accordance with their Membership Units. |
(i) the Regulatory Allocation had the effect of offsetting a prior Regulatory Allocation or (ii) the Regulatory Allocation likely (in the opinion of the Company’s accountants or tax counsel) will be offset by another Regulatory Allocation in the future (e.g., Regulatory Allocation of “nonrecourse deductions” that likely will be subject to a subsequent “minimum gain chargeback”).
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9.5 Distributions. Except as provided in Sections 8.3(d) (with respect to liquidating Distributions) and 9.6 (with respect to limitations on Distributions): |
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(a) The Company shall Distribute Distributable Cash to each Member in proportion to the federal taxable income of the Company which will be allocated to such Member (other than taxable income incurred in connection with a Reorganization or an Approved Sale or the receipt of a guaranteed payment for services by such Member) (“Tax Profits”) for the current Fiscal Year as reasonably estimated by the Manager no later than 10 days prior to the dates that taxes (including estimated taxes) are due for individuals an amount equal to the remainder, if any, of: (i) the product of the highest marginal income tax rate for such Fiscal Year under the Code multiplied by the estimated Tax Profits allocable to such Member for the applicable period, minus
(ii) the sum of all Distributions made to each such Member pursuant to this Section 9.5(a) or Section 9.5(b) with respect to such Fiscal Year. All Distributions made to the Members pursuant to this Section 9.5(a) shall be treated as an advance of, and applied to reduce, other amounts Distributable to the Members under Section 9.5(b) and under Section 8.3(d).
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(b) The Company may Distribute Distributable Cash at such times and in such amounts as determined by the Manager (subject to the required distributions provided for in Section 9.5(a) above), but no less frequently than on a monthly basis unless otherwise Approved by the Members. All such Distributions shall be made to all Members, pro rata, in accordance with their Membership Units. |
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(c) In the event of a termination of the MIPA pursuant to Section 9.01(e) thereof, the parties acknowledge and agree that (i) the CNTY Member will not be entitled to any distribution of the insurance proceeds of the underlying Substantial Casualty Event (as defined in the MIPA), and (ii) no distribution of any such insurance proceeds of the underlying Substantial Casualty Event will be made to the Marnell Member other than (A) as may be used to partially fund the purchase price to be paid by the Marnell Member or its Affiliate pursuant to Section 9.02(b) of the MIPA, or (B) following consummation of the purchase transaction contemplated in Section 9.02(b) of the MIPA. |
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(d) In the event of a Casualty Event (as defined in the MIPA) that does not result in a termination of the MIPA, (i) any proceeds received by the Company attributable to such Casualty Event will be used solely to repair, replace or otherwise remedy the Casualty Event, and |
(ii) no Distribution of any such insurance proceeds will be made to the Members except to the extent such proceeds exceed the amount necessary under clause (i) above.
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9.7 Limitation Upon Distributions. No Distribution shall be made if such Distribution would violate the Act or this Agreement. |
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9.9 Loans to the Company. Subject to Section 5.4, nothing in this Agreement shall prevent any Member from making secured or unsecured loans to the Company upon the Approval of the Manager. |
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(a) The Manager shall designate the “partnership representative” as defined in Section 6223 of the Code, and if required by law, a “designated individual” as defined in the Regulations. Each Member hereby consents to such designations as the Partnership Representative and shall, upon the request of the Partnership Representative, execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. To the extent the Company is subject to audit for any year beginning before January 1, 2018, the provisions in the Prior Operating Agreement shall apply (in lieu of this Section 9.11) with respect to such audit. |
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(b) In the event the Company is the subject of an income tax audit by any federal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Partnership Representative is hereby authorized, empowered and directed to act for, and its decision will be final and binding upon, the Company and each Member; provided, however, that, except for audits to which Section 9.11(d) would apply, the Partnership Representative shall not compromise or settle any audit or administrative or judicial proceedings without the unanimous written consent of the Members. For audits to which Section 9.11(d) would apply, the Partnership Representative shall consult with the Members prior to compromising or settling any such audit. The Partnership Representative will provide each Member and each former Member (with respect to a fiscal year during which such former Member held a Membership Interest in the Company) with notice, and keep each such Person reasonably apprised, of each tax proceeding related to the Company and any material developments with respect to such tax proceedings. Except as expressly set forth herein, the Partnership Representative will have the right to extend the statute of limitations for assessing or computing any tax liability against the Company or compromise, settle or concede the amount of any partnership tax item. The Partnership Representative may employ accountants, tax counsel or other professionals in connection with any audit or investigation of the Company by the Internal Revenue Service or any other taxing authority and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The Company shall reimburse the Partnership Representative for or otherwise bear all costs and expenses incurred by the Partnership Representative in its capacity as such as the expenses are incurred. Each Member shall |
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cooperate (which, in the case of a Member that is a partnership for United States federal income tax purposes, shall include obtaining the cooperation of each of its partners or members) with the Partnership Representative and do or refrain from doing (and cause any such member to do or refrain from doing) any and all things reasonably required by the Partnership Representative in connection with such audit or contest, administrative settlement, judicial review, or other resulting administrative or judicial proceedings. The Partnership Representative shall use its reasonable efforts to comply with the responsibilities outlined in the Code and Regulations and in doing so will incur no liability to any Member and shall be indemnified and held harmless by the Company for its efforts in complying with the responsibilities outlined in the Code and Regulations.
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(c) The Company shall elect out of subchapter C, chapter 63, of the Code, pursuant to Code Section 6221(b), unless such election is unavailable for any taxable year. In the case of any adjustment to an item of Company income, gain, loss, deduction or credit, (i) each Person who was a Member during any Reviewed Year whether or not such Person is a Member during the Adjustment Year (each such Person, a “Reviewed Year Member”) shall report his, her or its allocable share of such adjustment on his, her or its federal income tax return pursuant to either the Amended Return Procedures or the Alternative Payment Procedures, as determined by the Partnership Representative in its sole discretion; and (ii) if the Partnership Representative determines not to, or is unable to, elect the Alternative Payment Procedures, each Reviewed Year Member shall indemnify the Company from and against any and all loss attributable to such Reviewed Year Member’s (or such Review Year Member’s transferees’) allocable share of any Imputed Underpayment required to be paid by the Company, including without limitation any interest, penalty, other additions to tax, and all other costs and expenses (including without limitation reasonable attorney’s fees) of any kind or nature that may be sustained or suffered by the Company related thereto. The Company shall be entitled to recover such loss by any lawful means, including without limitation by offsetting such loss against amounts otherwise distributable to the Reviewed Year Member or the Reviewed Year Member’s transferees. |
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(d) With respect to any tax year or portion thereof ending on or before the First Closing under the MIPA, the Marnell Member shall reimburse the Company and each other Member for any losses, fees, costs or expenses reasonably incurred by the Company, such Member or the Partnership Representative in connection with any audit, investigation, examination, settlement, administrative and judicial proceedings or adjustments related to such tax year. |
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(e) The provisions of this Section 9.11 shall survive the termination of the Company or the termination of any Member’s Interest in the Company and shall remain binding on the Members for as long a period of time as is necessary to resolve with the Internal Revenue Service or any other taxing authority any and all matters regarding the taxation of the Company or the Members. |
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(a) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704- 1(b)(2)(iv)(d) of the Regulations, if a Member contributes property with an initial Gross Asset Value that differs from its adjusted basis at the time of contribution, the Company shall allocate income, gain, loss and deductions with respect to the property, solely for federal income tax purposes (and not for Capital Account purposes), among the Members so as to take account of any variation between the adjusted basis of such property to the Company and its Gross Asset Value |
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at the time of contribution pursuant to the traditional method under Section 1.704-3(b) of the Regulations (or such other method under the Regulations as may be selected by Members holding at least a Majority Interest). In the event the Gross Asset Value of any Company asset is adjusted pursuant to clause (b) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset will take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder and such method as may be selected pursuant to the preceding sentence.
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(b) To the extent permitted under applicable law, the Company shall allocate all recapture of income tax deductions resulting from sale or disposition of any or all of the Company Property to the Members to which the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. |
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9.13 Inclusion of Assignees. The term “Member” for purposes of this Article 9 shall include an Assignee. |
TRANSFERABILITY
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(a) A Member shall only have the right to Transfer all or any portion of the Member’s Membership Units if such Transfer is in full compliance with the provisions herein. Notwithstanding anything to the contrary herein, a Member shall not be permitted to Transfer all or any portion of the Member’s Membership Units without the written consent of the Member(s) other than the Transferring Member and its Affiliates, which consent shall not be required if (i) a Transfer is otherwise specifically permitted under this Article 10, or (ii) such Transfer all or any portion of its Membership Units is (A) to the Company, (B) to another Member, (C) to an Affiliate of a Member, or (D) a Permitted Financing Transfer, and any such Transfer pursuant to clause (ii) of this paragraph shall be deemed a “Permitted Transfer” hereunder. |
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(b) Each Member hereby acknowledges the reasonableness of the restrictions on Transfer of Membership Units imposed by this Agreement in view of the Company’s purposes and the relationship of the Members. Accordingly, the restrictions on Transfer contained herein shall be specifically enforceable. |
written offer, letter of intent or other written document signed by the Proposed Transferee(s) setting forth the proposed terms and conditions of the Transfer.
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(a) If the Member(s) other than the Transferring Member and its Affiliates Approve the proposed Transfer (other than a Permitted Transfer, which will require no such approval), a transferee of a Membership Unit, or any portion thereof, shall become a Substitute Member subject to all of the terms, conditions, restrictions and obligations of this Agreement. Such Substitute Member shall execute and deliver to the Company the Statement of Acceptance, attached as Exhibit B. If so admitted, the Substitute Member has all the rights and powers and is subject to all the obligations, restrictions and liabilities of the Member originally assigning the Membership Unit. The admission of a Substitute Member shall not release the Member assigning the Membership Unit from any liability to the Company that existed prior to the approval. |
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(b) If the other Member(s) do not Approve the Transfer of the Transferring Member’s Membership Units to a proposed transferee as provided in Section 10.3(a), then the proposed transferee shall become an Assignee. |
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(c) Upon and contemporaneously with any Transfer of a Member’s Membership Units, the Transferring Member shall cease to have any residual rights associated with the Membership Units Transferred to the transferee. |
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(a) If a Transferring Member Transfers Membership Units to a Person that is not already a Member, the Manager may require the Transferring Member and the proposed successor-in-interest to execute, acknowledge and deliver to the Manager (and the Transferring Member and the proposed successor-in-interest shall execute) such instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform all such other acts which the Manager may reasonably deem necessary or desirable to accomplish any one or more of the following: |
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(i) Constitute such successor-in-interest as a Substituted Member and confirm such Substituted Member has accepted, assumed and agreed to be subject to and bound by all of the terms, obligations and conditions of this Agreement, as the same may have been further amended; |
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(ii) Maintain the status of the Company as a partnership for federal tax purposes; and |
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(iii) Assure compliance with any applicable state and federal laws and regulations, including Securities Laws. |
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(b) The Transferring Member hereby indemnifies the Company and the remaining Members against any and all loss, damage, or expense (including tax liabilities or loss of tax benefits) arising directly or indirectly as a result of any Transfer or purported Transfer in violation of this Article 10. All costs and expenses incurred by the Company in connection with any Transfer pursuant to this Article 10 and another Person becoming a Member, in respect of |
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such interest or such part thereof, including the fees and disbursements of counsel, shall be paid by the Transferring Member, including any expenses associated with any part year allocation made pursuant to Section 11.3. Any indemnification or payment due pursuant to this Section 10.5(b) shall be paid at or before the time of the Transfer.
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(c) Any Member that Transfers Membership Units in accordance with this Agreement shall notify the Company in writing within thirty (30) days of the Transfer, or, if earlier, by March 31 following the Transfer, which notice must include the names and addresses of the transferor and transferee, the taxpayer identification numbers of the transferor and transferee, if known, the date of the Transfer and such other information as may be required by any law applicable to the Company, any Member or both. |
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(a) In the event of a Triggering Event (as defined below), the Company (if approved by a majority in interest of Members other than the Dissociated Member), and, then, the other Members shall have the option to purchase all, but not less than all, of the Membership Units of the Dissociated Member (as hereinafter defined) upon the terms set forth in this Section 10.5. A “Triggering Event” means, with respect to any Member, the occurrence of any of the following events: (i) the execution, attachment, levy or other similar seizure against a Membership Unit of a Member, which is not dismissed or bonded within ninety (90) days; (ii) any involuntary transfer, assignment, or other disposition of a Membership Unit by operation of law; or (iii) the Bankruptcy of such Member, which is not dismissed within ninety (90) days. The Member with respect to which a Triggering Event occurs is sometimes referred to herein as a “Dissociated Member.” |
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(b) In order to exercise such purchase rights, no later than thirty (30) calendar days following its receipt of written notice of the occurrence of a Triggering Event, the Company shall deliver to the Dissociated Member a written notice of intention to exercise the option (the “Dissociation Option”) to purchase all, or part of the Dissociated Member’s Membership Units. If the Company does not exercise the Dissociation Option to purchase all of the Dissociated Member’s Membership Units, then the Company shall notify the other Members in writing, providing the other Members with a copy of the Company’s notice of intention with respect to right to purchase. Thereafter, the other Members shall have the right to purchase the Dissociated Member’s Membership Units not purchased by the Company at the same price and on the terms as available to the Company under this Agreement (the “Dissociation Event Purchasing Member”). To exercise such purchase rights, within thirty (30) calendar days after receiving notice from the Company, the Dissociation Event Purchasing Member shall deliver to all of the Member(s) (including the Dissociated Member) a written notice of intention to exercise the right to purchase so much of the Dissociated Member’s Membership Units not otherwise purchased by the Company as the Dissociation Event Purchasing Member may desire to purchase. If the Dissociation Event Purchasing Member and/or Company do not exercise the Dissociation Option, or do not exercise the Dissociation Option as to all of the Dissociated Member’s Units, then the Dissociated Member, or successor-in-interest, shall remain a Member as to all of the Units held by the Dissociated Member on the date that the Triggering Event occurred, subject to the terms and conditions of this Agreement. |
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(c) The purchase price of the Dissociated Member’s Membership Units shall be for an agreed upon amount, or if no amount can be agreed upon, the amount that would be |
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distributed to such Member if all of the assets of the Company were sold for their fair market value, as determined by an independent qualified appraiser appointed by the Company (or, by the Dissociation Event Purchasing Member, if applicable), and the Dissociated Member (or its representative, as applicable), and the resulting proceeds were used to repay the liabilities of the Company and liquidate the Company in accordance with Article 12. If the parties cannot agree on an appraiser, the Company (or, the Dissociation Event Purchasing Member, as applicable), and the Dissociated Member shall each choose an independent qualified appraiser and the two (2) appraisers shall choose a third independent qualified appraiser who has at least five (5) years’ experience in business valuations and appraisals. The third appraiser shall thereupon determine the fair market value of the Company’s assets. The Dissociated Member shall thereupon be entitled to an amount equal to the purchase price for its Membership Units, to be paid with a down payment of at least [***] percent ([***]%), with the remaining balance payable pursuant to the terms of a promissory note (the “Note”) to be executed by the Company and/or the Dissociation Event Purchasing Member, as applicable. The Note shall provide for monthly payments amortized and due in equal installments over a period of not more than sixty (60) months and interest shall accrue on the declining principal balance at a rate of at least [***]percent ([***]%) per annum, unless otherwise determined by the parties. The Note shall be dated as of the date the down payment is required to be made under this Agreement. The Note shall provide that the maker may prepay all or any portion of the unpaid principal balance and accrued interest at any time, without penalty. The Dissociated Member’s Units in the Company shall be pledged as security for the Note. The value of the Member’s Membership Units shall include the amount of any distributions to which the Member is entitled under this Operating Agreement through the date of the sale of the Member’s Membership Units to the Purchasing Member and/or the Company, based upon the Member’s right to share in distributions from the Company (to the extent that such distributions have not been paid) reduced by any damages sustained by the Company as a result of the occurrence of the Triggering Event, as determined by the Manager in its reasonable discretion. Closing of the purchase of the Dissociated Member’s Membership Units shall occur on or before the date that is thirty (30) days after the determination of the purchase price for its Membership Units. The Dissociated Member and the Purchasing Member and/or the Company shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Membership Unit pursuant to the terms of this Section 10.5.
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(a) Upon Bankruptcy of the maker of the Note; |
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(b) Upon default in payment of any of the terms by the maker of amounts required to be paid in the Note; |
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(c) In the event the maker is a Member, upon the sale of all, or substantially all, of the Member’s Membership Units; |
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(d) If the maker is the Company, upon the sale of the Company of all or substantially all of the assets of the Company; or |
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(e) A Reorganization in which the Company is a party and in which the Members before such ownership change do not retain, directly or indirectly, at least a majority of the beneficial interest in the voting ownership interests of the Company after such transaction. |
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(a) The purchase price payable by the CNTY Member for the Marnell Member’s Membership Units pursuant to the exercise of the Call Right shall be the Preferred Capital Amount (“Call Right Purchase Price”). |
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(b) The closing of the purchase of the Marnell Member’s Membership Units under this Section 10.7 shall take place on or before the date that is thirty (30) days following notice of CNTY’s exercise of the Call Right. |
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(c) At such closing, the Marnell Member shall deliver to the CNTY Member a duly executed assignment of all of its Membership Units and the CNTY Member shall deliver to the Marnell Member the entire Call Right Purchase Price in cash. |
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(d) In connection with the Call Right sale, the Marnell Member shall not be required to make any representations or warranties except for the following: valid execution and delivery of the assignment, its authority to sell its Units, that it owns the Units free and clear of any liens, and that neither its execution and delivery of documents to be entered into in connection with such transaction, nor the performance of its obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency. Furthermore, it shall be a condition to the exercise of the Call Right that the CNTY Member shall cause the Marnell Member and its applicable Affiliates to be removed from any personal guarantee or similar obligation with respect to any Company indebtedness, agreement or obligation at or prior to the closing of the Call Right transaction. |
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(a) Provided the CNTY Call Right has not been exercised prior to such date and that the Marnell Member still owns Membership Units in the Company, beginning on the earlier of (i) the date that is five (5) years following the Effective Date or (ii) a Permitted Financing Transfer of the type described in clause (ii) or (iii) of the definition of such term, each Member shall have the right, upon written notice to the Manager and the other Member (the “Sale Notice”), to cause (and/or direct the Manager to cause) the Company and the Members to take the actions contemplated in this Section 10.8. Promptly following delivery of the Sale Notice, the Company shall engage a representative reasonably satisfactory to the Members (the “Selling Agent”) to advise the Members on the fair market value of the Company and potential purchasers of the Company or the Membership Units. The Members, acting in good faith, shall seek to agree on a minimum cash sale price for the Company or the Membership Units (the “Minimum Price”). For a period of eighteen (18) months from date on which the Sale Notice is delivered (the “Sale Period”), the Selling Agent shall seek to sell the Company or the Membership Units for not less than the Minimum Price. Such sale may be in the form of a sale of the Company, whether by |
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merger, consolidation, sale of all or substantially all of the assets of the Company or of the Membership Interests of the Company, in one transaction or a series of transactions, which has been Approved by the Members in connection with their agreement on a Minimum Price or thereafter as requested by a prospective purchaser; provided that the Members shall seek to maintain the most favorable tax consequences for the Members in connection with structuring the sale transaction. In connection with a sale transaction, the Members agree as follows:
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(i) The sale will be completed pursuant to one or more definitive purchase agreements in a form customary for transactions of the applicable type, which agreements may include, among other matters, customary representations and warranties, covenants and termination rights, closing conditions and indemnification provisions. |
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(ii) If the sale is structured as a sale of assets or a Reorganization, the Members shall take all actions in their capacity as Members reasonably necessary or appropriate in order to cause the Company to take all action necessary or appropriate to give effect to such transaction and all Members shall approve such transaction in their capacity as Members. |
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(iii) If the sale is structured as a sale of the Membership Interests, the Members shall take all actions reasonably necessary or appropriate in order to cause the sale of all of the Membership Interests in the Company, including, without limitation, any necessary assignment(s) of such Member’s Units sufficient to convey to such buyer good, valid and marketable title to the Units free and clear of any liens. |
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(b) In furtherance of the foregoing, in connection with any sale transaction conducted under this Section 10.8, each Member (i) will raise no objections against the sale transaction or the process pursuant to which it was arranged, (ii) will and hereby does waive any appraisal or dissenters rights under applicable law and other similar rights, and (iii) will execute all documents containing such terms and conditions as those executed by other Members; provided, that such Members shall not be required to make any representations or warranties except for the following: valid execution and delivery of documents, their authority to sell their respective Units and as to their ownership of their respective Membership Units free and clear of any liens and that neither their execution and delivery of documents to be entered into in connection with such transaction, nor the performance of their obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency). Furthermore, each Member and its applicable Affiliates shall be removed from any personal guarantee or similar obligation with respect to any Company indebtedness, agreement or obligation at or prior to the closing of the sale transaction. |
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(c) Notwithstanding any provision of this Agreement to the contrary, at the closing of a sale pursuant to this Section 10.8, in the event that the aggregate proceeds to the Members of a sale under this Section 10.8 are greater than the Preferred Capital Amount computed as of the date of such closing, the Marnell Member shall be entitled to receive an amount equal to the Preferred Capital Amount computed as of the date of such closing and the CNTY Member shall be entitled to receive the balance of the sales proceeds. In the event that the aggregate proceeds to the Members of a sale under this Section 10.8 are less than or equal to the Call Right Purchase Price computed as of the date of such closing, the Marnell Member shall be entitled to receive all of the proceeds payable to the Members as result of such transaction. |
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(a) The purchase price payable by the CNTY Member for the Marnell Member’s Membership Units pursuant to the exercise of the Marnell Put Right shall be the Preferred Capital Amount (“Put Right Purchase Price”). |
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(b) The closing of the purchase of the Marnell Member’s Membership Units under this Section 10.9 shall take place on or before the date that is thirty (30) days following notice of the Marnell Member’s exercise of the Marnell Put Right. |
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(c) At such closing, the Marnell Member shall deliver to the CNTY Member a duly executed assignment of all of its Membership Units and the CNTY Member shall deliver to the Marnell Member the entire Put Right Purchase Price in cash. |
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(d) In connection with the Marnell Put Right sale, the Marnell Member shall not be required to make any representations or warranties except for the following: valid execution and delivery of the assignment, its authority to sell its Membership Units, that it owns the Membership Units free and clear of any liens, and that neither its execution and delivery of documents to be entered into in connection with such transaction, nor the performance of its obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency. Furthermore, the CNTY Member shall cause the Marnell Member and its applicable Affiliates to be removed from any personal guarantee or similar obligation with respect to any Company indebtedness, agreement or obligation at or prior to the closing of the Marnell Put Right transaction. |
$95,000,000 and, as a condition to the receipt of such amount, the CNTY Member shall deliver to the Marnell Member or its designee good and valid title to all of the CNTY Member’s right, title and interest in and to the CNTY Member’s Units, free and clear of all Encumbrances (other than those restrictions imposed by the Organizational Documents of the Company or applicable securities Laws) pursuant to a conveyance instrument substantially similar to the Assignment and Assumption Agreement. Notwithstanding the foregoing, if the MIPA is terminated by the Marnell Member pursuant to Section 9.01(c) of the MIPA or is terminated by the CNTY Member but as of the date of such termination the CNTY Member or Guarantor, as applicable, was in material uncured breach of any representation, warranty, covenant, obligation or agreement set forth in the MIPA, which breach would give rise to the failure of a condition under Article VII of the MIPA, then the Marnell Member shall have the right, but not the obligation, upon written notice to the CNTY Member, to purchase (or cause the purchase of) the CNTY Member’s Units on the terms set forth Section 9.01(b) of the MIPA within one (1) year following such termination.
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Capitalized terms in this Section 10.10 which are not otherwise defined herein shall have the meanings set forth in the MIPA.
ISSUANCE OF MEMBERSHIP INTERESTS
Each Person acquiring Membership Units in the Company after the Effective Date (other than any existing Member), regardless of the section of this Agreement under which such acquisition takes place, by their execution of or other agreement to be bound by this Agreement, hereby or thereby makes to the Company the representations set forth on Exhibit C of this Agreement in connection with such Person’s acquisition of such Membership Units.
DISSOLUTION AND TERMINATION
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(a) The Company shall be dissolved only upon the occurrence of any of the following events: |
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(i) |
Approval of such dissolution by the Members; |
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(ii) |
the sale or disposition of all or substantially all of the Company assets in an Approved Sale, and the distribution of the proceeds thereof to the Members; |
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(iii) |
any event which makes it unlawful for the Company’s business to be continued; or |
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(iv) |
the entry of a decree of judicial dissolution. |
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Notwithstanding anything to the contrary in the Act, the Company shall not be dissolved upon the death, retirement, resignation, expulsion, Bankruptcy or dissolution of a Member.
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(b) As soon as possible following the occurrence of any of the events specified in Section 12.1(a) effecting the dissolution of the Company, the Manager shall execute all documents required by the Act at the time of dissolution and file or record such statements with the appropriate officials. |
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(a) Upon dissolution, an accounting shall be made by the Manager of the accounts of the Company and of the Company’s assets, liabilities, and results of operations from the date of the last previous accounting until the date of dissolution. The Manager shall immediately proceed to wind up the affairs of the Company. |
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(b) If the Company is dissolved and its affairs are to be wound up, the Manager |
shall:
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(i) Sell or otherwise liquidate all of the Company Property as promptly as practicable (except to the extent that the Manager may determine to Distribute in kind any assets to the Members pursuant to Section 12.3(b)(iv)); |
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(ii) Allocate any Profit or Loss resulting from such sales to the Members’ Capital Accounts in accordance with Article 9 hereof; |
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(iii) Discharge all liabilities of the Company, including liabilities to Members who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members for Distributions and the return of Capital Contributions, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such Reserves shall be deemed to be an expense of the Company); and |
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(iv) Distribute the remaining assets to the Members and Assignees, either in cash or in kind, as determined by the Manager, with any Company Property Distributed in kind being valued for this purpose at their fair market value, as follows: |
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(A) to the Marnell Member, on a priority basis, an amount equal to the Preferred Capital Amount computed as of the date of such Distribution; and |
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(B) to the CNTY Member, the balance. |
Any liquidating Distributions to the Members and Assignees shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations. If any Company Property is to be Distributed in kind, the net fair market value of such Company Property as of the date of dissolution shall be determined by agreement of the Members, or, if the Members do not agree, by an appraiser selected by the Manager.
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Such Company Property shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of Section 8.3 of this Agreement to reflect such deemed sale.
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(c) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a Deficit Capital Account (after giving effect to all contributions, Distributions, allocations and other Capital Account adjustments for all Fiscal Years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution so as to restore its Capital Account to zero, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company, to the other Members, or to any other Person for any purpose whatsoever. |
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(d) The Manager shall comply with any requirements of applicable law pertaining to the winding up of the affairs of the Company and the final Distribution of its assets. |
BOOKS AND RECORDS
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13.4 Inspection. Any Member may obtain, inspect and copy records of the Company in accordance with Section 86.241 of the Act. Any request for information must be made in writing |
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and state the purpose of the request, which purpose must be reasonably related to the interest of the Member or group of Members as a Member or Members of the Company. The requested information shall be made available by the Company at the principal place of business of the Company or such other place as agreed to by the requesting Member not later than thirty (30) days after the Manager’s receipt of the request. If an attorney or other agent of a Member or group of Members seeks to exercise any right arising under this Section 13.4 on behalf of such Member(s), the request must be accompanied by a power of attorney signed by the Member(s) authorizing the attorney or other agent to exercise such rights on behalf of the Member(s). The rights authorized by this Section 13.4 may be denied to a Member or group of Members, as the case may be, or to such Person’s attorney or other agent, upon the refusal of the Member(s) to furnish to the Company an affidavit called for under Section 86.243(1) of the Act, as may be in effect from time to time.
MISCELLANEOUS PROVISIONS
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determined pursuant to Section 2.3. Such notice shall be effective, (a) if delivered by messenger or by overnight courier, upon actual receipt (or if the date of actual receipt is not a business day, upon the next business day); (b) if sent by facsimile or electronic mail transmission, upon electronic confirmation of successful transmission (or if the time of such electronic confirmation of successful transmission is later than 5:00 p.m. Pacific time on a business day (or reflects delivery on a non-business day), upon the next business day); or (c) if mailed, upon the earlier of (i) three
(3) business days after deposit in the mail; or (ii) the delivery as shown by return receipt therefor. Any Member or the Company may change its address by giving notice in writing to the Company and the other Members of its new address.
(g) the headings of provisions contained in this Agreement are solely for convenience of reference and do not control the meaning or interpretation of any provision of this Agreement, and (h) any reference to a monetary amount is a reference to lawful money of the United States. Any reference herein to a “day” or number of “days” (without the explicit qualification of “business”) will be deemed to refer to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular day, and such calendar day is not a business day, then such action or notice may be taken or given on the next succeeding business day.
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expressly referenced in this Agreement, and, except to the extent that a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. In the event that the Act is subsequently amended or interpreted in such a way to make valid any provision of this Agreement that was formerly invalid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. The duties and obligations imposed on the Members as such shall be those set forth in this Agreement, which is intended to govern the relationship among the Company and the Members, notwithstanding any provision of the Act or common law to the contrary.
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14.13 No Third-party Beneficiaries; Creditors. Except as specifically provided otherwise herein, this Agreement is for the sole benefit of the parties hereto and their respective successors |
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and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
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(a) All bills of sale, assignment forms or other appropriate transfer documents necessary to effectuate Transfers of a Member’s Membership Units effected in accordance with Article 10; |
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(b) All instruments, documents, and certificates which may from time to time be required by the laws of Nevada or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof, to effectuate, implement, continue, and defend the valid existence of the Company; and |
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(c) All instruments, documents, and certificates which the Manager deems necessary or desirable in connection with a Reorganization or the dissolution and termination of the Company, either of which has been authorized in accordance with the terms of this Agreement. |
This power of attorney shall not be affected by and shall survive the Bankruptcy, insolvency, death, incompetency, or dissolution of a Member and shall survive the delivery of any assignment by the Member of the whole or any portion of its Membership Units. Each Member hereby releases the Manager from any liability or claim in connection with the exercise of the authority granted pursuant to this power of attorney, and in connection with any other action taken by such Manager pursuant to which such Manager purports to act as the attorney-in-fact for one or more Members, if the Manager believed in good faith that such action taken was consistent with the authority granted to it pursuant to this Section 14.16.
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[SIGNATURE PAGE FOLLOWING]
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THE UNDERSIGNED, being all of the Members of the Company, hereby evidence their approval, adoption and ratification of the foregoing Operating Agreement, which shall be effective as of the date first written above. Each Member further understands that its execution hereof shall constitute its acknowledgement and agreement with the arbitration provisions of Section 14.17 hereof.
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MARNELL GAMING, LLC |
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By: |
/s/ Anthony A. Marnell III |
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Name: |
Anthony A. Marnell III |
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Title: |
Chief Executive Officer |
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CENTURY NEVADA ACQUISITION, INC. |
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By: |
/s/ Margaret Stapleton |
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Name: |
Margaret Stapleton |
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Title: |
Chief Financial Officer |
[SMOOTH BOURBON, LLC Operating Agreement Signature Page]
ADDENDUM I
DEFINITIONS
Act. The Nevada Limited Liability Company Act at Nevada Revised Statutes Chapter 86, as amended.
Adjusted Capital Contributions. The sum of all Capital Contributions made by a Member, less any Distributions made by the Company to such Member.
Adjustment Year. Any “adjustment year” of the Company as defined in Section 6225 of the Code, as amended by the RPAP.
Affiliate. In the case of an individual, the spouse, estate, heirs, devisees, lineal descendants or the spouse of a lineal descendant of that individual, or a trust or other Entity formed by the individual for the benefit of the individual or his spouse or lineal descendants or the spouse of a lineal descendant of that individual and in which day-to-day voting control is directly or indirectly held by the individual, and in the case of a Person other than an individual, (a) any Person directly or indirectly controlling, controlled by, or under common control with such Person, (b) any Person owning or controlling Ten percent (10%) or more of the outstanding equity interests of such Person, (c) any officer, director, manager, or general partner of such Person, or (d) any Person who is an officer, director, manager, general partner, trustee, or holder of Ten percent (10%) or more of the equity interests of any Person described in clauses (a) through (c) of this sentence. For purposes of this definition, the term “control,” “controls,” “controlling,” “controlled by,” or “under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. No Member or Manager shall be deemed to be an Affiliate of another Member or Manager due solely to such Person’s status as a Member or Manager of the Company. For purposes of this definition, “lineal descendants” includes adopted children.
Agreement. This Operating Agreement as originally executed and as amended from time to time.
Alternative Payment Procedures. The procedures described in Section 6226 of the Code, as amended by the RPAP.
Amended Return Procedures. The procedures described in Section 6225(c)(2) of the Code, as amended by the RPAP.
Annual Budget. A budget for operating expenses (as defined under generally accepted accounting principles), and capital expenditures for the Company for each calendar year (or part thereof).
Approve or Approval. With respect to Members, such Members’ approval expressed by the Members holding the requisite Membership Interests at a meeting of the Members or expressed by written consent by Members holding the requisite Membership Interests as provided for in Article 7 of this Agreement.
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Approved Sale. The sale of the Company, whether by merger, consolidation, sale of all or substantially all of the assets of the Company or of all or substantially all of the Membership Interests of the Company, in one transaction or a series of transactions, which has been approved by (i) the Manager of the Company, and (ii) Members holding a Majority Interest.
Assignee. A transferee of a Membership Unit who has not been admitted as a Member pursuant to Section 10.3. An Assignee shall have no voting rights in the Company with respect to its Membership Unit, including, without limitation, any and all rights to participate in the management of the business and affairs of the Company and to vote on any matters as to which a Member is entitled to vote. The Assignee is only entitled to a Capital Account, to receive the Distributions and return of capital, and to be allocated the Profits and Losses attributable to the assigned Membership Unit or portion thereof.
Articles of Organization. The articles of organization of the Company as filed with the Secretary of State as the same may be amended from time to time.
Bankruptcy. With respect to a Person, the occurrence of any of the following events: (a) such Person makes an assignment for the benefit of creditors; (b) such Person files a voluntary petition in bankruptcy; (c) such Person is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding; (d) such Person files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (e) such Person files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; (f) such Person seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of such Person or of all or any substantial part of its properties; or (g) one hundred twenty (120) days after the commencement of any proceeding against such Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, if the proceeding has not been dismissed, or if within ninety (90) days after the appointment without its consent or acquiescence of a trustee, receiver, or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated.
Capital Account. As of any given date, the capital account of each Member as described in Section 8.3 and maintained to such date in accordance with this Agreement.
Capital Contribution. Any contribution to the capital of the Company in cash or property by a Member whenever made.
CNTY Member. Century Nevada Acquisition, Inc. and any other Person (other than the Company or the Marnell Member) that receives Century Nevada Acquisition, Inc.’s Membership Units in a Permitted Transfer (which, for purposes of this definition, shall be deemed not to include, prior to the foreclosure, transaction in lieu of foreclosure or other actual transfer of the Membership Units to the lender, financial institution or designee thereof, any deemed Transfer under clause (i) of the definition of Permitted Financing Transfer).
Code. The Internal Revenue Code of 1986, as amended from time to time.
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Company. SMOOTH BOURBON, LLC, a Nevada limited-liability company.
Company Minimum Gain. “Partnership minimum gain,” as defined in Section 1.107- 2(b)(2) of the Regulations and as determined in accordance with Section 1.704-2(d) of the Regulations.
Company Property. All assets (real or personal, tangible or intangible, including cash) of the Company.
Deficit Capital Account. With respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the Fiscal Year, after giving effect to the following adjustments:
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(a) Credit to such Capital Account the amount, if any, which such Member is obligated to restore under Section 1.704-1(b)(2)(ii)(c) of the Regulations, as well as any addition thereto pursuant to the next to last sentence of Sections 1.704-2(g)(1) and (i)(5) of the Regulations, after taking into account thereunder any changes during such year in Company Minimum Gain and in any Member Minimum Gain; and |
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(b) Debit to such Capital Account the items described in Sections 1.704- 1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations. |
This definition of Deficit Capital Account is intended to comply with the provisions of Sections 1.704-1(b)(2)(ii)(d) and 1.704-2 of the Regulations, and shall be interpreted consistently with those provisions.
Distributable Cash. All cash, whether revenues or other funds received by the Company, less the sum of the following to the extent paid or set aside by the Company: (a) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (b) all cash expenditures incurred incident to the normal operation of the Company’s business; and
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(c) |
Reserves. Any funds released from a Reserve shall be considered a cash receipt by the Company for purposes of this definition. |
Distribution or Distribute. Any transfer of Distributable Cash from the Company to or for the benefit of a Member or an Assignee by reason of such Member’s Membership Units or such Assignee’s interest in the Company.
Entity. Any general partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust, or foreign business organization or other juridical Person.
FHWA. The United States Federal Highway Administration.
Fiscal Year. The taxable year of the Company as determined under the Code.
Gross Asset Value. With respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:
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(a) The initial Gross Asset Value of any asset contributed by a Member to the Company will be the gross fair market value of such asset on the date of contribution, as determined by the contributing Member and the Manager, provided that the initial Gross Asset Values of the assets contributed (or deemed contributed) to the Company pursuant to Section 8.1 hereof be as set forth in Exhibit A, and provided further that, if the contributing Member is a Manager, the determination of the fair market value of any other contributed asset will require the Approval of the other Members holding a Majority Interest (determined without regard to the voting interest of such contributing Member); |
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(b) The Gross Asset Values of all Company assets will be adjusted to equal their respective gross fair market values (taking into account Section 7701(g) of the Code), as determined by the Manager as of the following times: (i) the acquisition of an interest by any new Member or an additional interest by an existing Member in exchange for more than a de minimis contribution of property (including money); (ii) the Distribution by the Company to a Member of more than a de minimis amount of property as consideration for an Ownership Interest; (iii) the liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations; and (iv) the grant of an Ownership Interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in the capacity of a Member or by a new Member acting in the capacity of a Member or in anticipation of being a Member; provided, however, that adjustments pursuant to clauses (i) and (ii) above will be made only if the Manager determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company; |
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(c) The Gross Asset Value of any Company asset Distributed to any Member will be adjusted to equal the gross fair market value of such asset on the date of Distribution as determined by the distributee and the Manager, provided that, if the distributee is a Manager, the determination of the fair market value of the Distributed asset will require the Approval of the other Members holding a Majority Interest (determined without regard to the voting interest of the distributee Member); and |
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(d) The Gross Asset Values of Company assets will be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations and Section 9.3 and subparagraph (g) under the definition of Profits and Losses; provided, however, that Gross Asset Values will not be adjusted pursuant to this subparagraph (d) of this definition to the extent that the Manager determines that an adjustment pursuant to subparagraph (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d). |
If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (a), (b), or (d) of this definition, then such Gross Asset Value will thereafter be adjusted by the depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.
Imputed Underpayment. The “imputed underpayment” within the meaning of the RPAP.
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Hypothecate or Hypothecation. A lien, pledge, hypothecation, mortgage, grant of a security interest, or effecting an encumbrance as security for repayment of a liability.
Losses. For each Fiscal Year of the Company an amount equal to the Company’s net taxable loss for such year as determined for federal income tax purposes (including separately stated items) in accordance with the accounting method and rules used by the Company and in accordance with Section 703 of the Code.
Majority or Majority Interest. One or more of the Membership Interests of the Members which taken together exceed fifty percent (50%) of the outstanding Units. With respect to the Managers, if there is more than one Manager, Majority shall mean more than fifty (50%) of the Managers in office at the time.
Marnell Member. Marnell Gaming, LLC, a Nevada limited liability company.
Member. Each of the parties who executes a counterpart of this Agreement as an initial Member and each Person who may hereafter become a Member or Substitute Member pursuant to the terms and conditions of this Agreement.
Member Minimum Gain. “Partner nonrecourse debt minimum gain,” as defined in Section 1.704-2(i)(2) of the Regulations and as determined under Section 1.704-2(i)(3) of the Regulations.
Member Nonrecourse Debt. Partner nonrecourse debt as defined under Section 1.704- 2(b)(4) of the Regulations.
Membership Interest. A Member’s entire interest in the Company as determined by Membership Units held by such Member, and affording such other rights and privileges that a Member may enjoy by being a Member under this Agreement.
Membership Unit. Unit of measure by which a Member’s entitlement to participate in the Profits, Losses, Distributions, and other economic rights in the Company is measured and by which a Member’s right to vote is measured, as set forth herein. Any Transfer of a Membership Unit shall constitute a transfer of the Membership Interest associated therewith. Membership Units will be set forth on Exhibit “A,” attached hereto, as updated from time to time in connection with the issuance of additional Membership Units.
NDOT. The State of Nevada Department of Transportation.
NDOT Lease. That certain [***].
NDOT Lease Area. The ground surface and airspace leased to Nugget pursuant to the NDOT Lease.
Nugget. Nugget Sparks, LLC, a Nevada limited liability company, dba Nugget Casino Nugget Relocated Assets.
Resort.
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The real property interests and other assets of the Company that are within the NDOT Lease Area, are impacted by the proposed reconstruction and expansion of Interstate 80 by NDOT, and that are within the scope of the Right of Way Process.
Nugget Replacement Assets. The real property interests and other assets of the Company that are to be designed and constructed in replacement of or modification to the Nugget Relocated Assets.
Partnership Representative. The “partnership representative” and, as applicable, the “designated individual”.
Permitted Financing Transfer. (i) Any grant of a lien, pledge, hypothecation, mortgage, security interest or other Hypothecation by the CNTY Member of its Membership Interest to secure indebtedness incurred by the CNTY Member or an Affiliate of the CNTY Member, (ii) any foreclosure, transaction in lieu of foreclosure or other exercise of remedies pursuant to which any lender, financial institution or designee thereof acquires or otherwise obtains such Membership Interest and (iii) the first transfer of such Membership Interest by any such lender, financial institution or designee thereof (it being understood that any subsequent transfer of such Membership Interest by the transferee of such first transfer shall not constitute a Permitted Financing Transfer).
Person. Any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such “Person” where the context so permits.
Preferred Capital Amount. One Hundred Five Million and No/100ths Dollars ($105,000,000) plus an interest factor computed from the Effective Date hereof at the rate of two percent (2%) per annum, compounded annually, less any amounts owed to the Company in respect of the Marnell Member’s Membership Units.
Profits. For each Fiscal Year of the Company an amount equal to the Company’s net taxable income for such year as determined for federal income tax purposes (including separately stated items) in accordance with the accounting method and rules used by the Company and in accordance with Section 703 of the Code.
Regulations. The proposed, temporary, and final regulations promulgated under the Code in effect as of the date of filing the Articles of Organization and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.
Regulatory Allocations. The allocations made pursuant to Sections 9.2(a), 9.2(b), 9.2(c), 9.2(d), 9.2(e), 9.2(f), and 9.3.
Reorganization. The merger, consolidation or conversion of the Company, the sale or other disposition of all or substantially all of the assets of the Company, the sale or other disposition of all or substantially all of the Membership Units, or any other transaction pursuant to which one or more Persons acquire all or substantially all of the assets of, or Membership Units in, the Company in a single or series of related transactions, including a merger or conversion of the Company into a corporation or other Entity, whether or not such corporation or other Entity has the same owners as the Company and whether or not additional capital is contributed to such corporation or other Entity.
I- 7
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Reserves. With respect to any fiscal period, funds set aside or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient by the Manager, acting in good faith, for any Company purpose, including, but not limited to, working capital and for payment of taxes, insurance, debt service, and any other costs or expenses incident to the ownership or operation of the Company’s business.
Reviewed Year. Any “reviewed year” of the Company as defined in Section 6225 of the Code, as amended by the RPAP.
Right of Way Process. With respect to Nugget and the Nugget Relocated Assets, the process by which NDOT and the FHWA administer relocation, acquisition and management of real property interests pursuant to applicable statutes, regulations and policies, including but not limited to, Chapter 342 of the Nevada Revised Statutes, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (42 U.S.C. 4601 et seq), the regulations set forth in 23 CFR part 710 and the regulations set forth in 49 CFR part 24.
ROW Parties. NDOT, FHWA, Nugget and such other Persons as may become involved with the Company in connection with the Right of Way Process and/or the design, scope, location, cost and construction of the Nugget Replacement Assets.
RPAP. Sections 6221 through 6241 of the Code, as originally enacted in P.L. 114-74, and as may be amended, and including any Regulations or other administrative guidance promulgated thereunder.
Securities Laws. Any Federal securities acts and laws as well as the securities acts and laws of any state, including the Securities Act of 1933, as amended.
Substitute Member. A transferee of Membership Units who has been admitted to all of the rights of a Member as to such Membership Units pursuant to Article 10.
Transfer. A voluntary sale, transfer, encumbrance, assignment, exchange, Hypothecation, gift, devise, bequest, or other disposition, whether or not for consideration.
Transferring Member. A Member who voluntarily sells, transfers, encumbers, assigns, exchanges, Hypothecates, or otherwise disposes of all or any part of the Member’s Interest in the Company to any third Person or entity.
Unit. A Membership Unit.
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, 2025
/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, 2025
/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, 2025
/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, 2025 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, 2025
/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, 2025 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, 2025
/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, 2025 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, 2025
/s/ Margaret Stapleton
Margaret Stapleton
Chief Financial Officer