Century Casinos SEC Filings

Century Casinos, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 22, 2026. Stockholders elected Class II directors Peter Hoetzinger and Mitchell Etess, each receiving over 13 million votes in favor with more than 1.4 million votes against and broker non-votes recorded.

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 21,657,786 votes for, 80,969 against and 728,594 abstentions. An advisory resolution approving compensation of named executive officers received 10,805,746 votes for, 3,389,851 against and 410,198 abstentions, with broker non-votes also reported.

Century Casinos, Inc. filed a shelf registration to offer up to $100,000,000 of securities, including common stock, preferred stock, debt securities, depositary certificates, warrants and units. The shelf permits multiple offerings from time to time and will be accompanied by prospectus supplements that specify amounts, prices and terms.

The prospectus states the company may use proceeds for gaming projects, working capital, acquisitions and debt repayment. It discloses 28,133,538 shares of common stock outstanding as of June 10, 2026, a Nasdaq last reported sale price of $1.45 (June 10, 2026) and an approximate public float of $37.1 million calculated as of May 8, 2026.

Century Casinos, Inc. reported that its Audit Committee dismissed Grant Thornton LLP as independent auditor on May 21, 2026 and appointed Ernst & Young LLP on May 22, 2026 to audit the fiscal year ending December 31, 2026.

Grant Thornton’s reports on the company’s 2024 and 2025 financial statements were clean, with no adverse or qualified opinions. The company states there were no disagreements with Grant Thornton on accounting or auditing matters, but it previously disclosed material weaknesses in internal control over financial reporting related to review of key inputs and assumptions in impairment testing.

These material weaknesses led to restatements of the 2024 annual financial statements and the unaudited quarterly financial statements for the three months ended March 31, 2025 and the three and six months ended June 30, 2025. The company also notes it did not consult Ernst & Young on accounting or audit issues before the appointment.

Century Casinos Inc. executive Randolph Lyle, an Executive Vice President, has filed an initial Form 3 showing his current holdings in the company. The filing reports that he directly owns 40,452 shares of Common Stock, establishing a baseline of his equity position as of the reported date, with no specific buy or sell transaction described.

Etess Mitchell G. reported acquisition or exercise transactions in this Form 4 filing.

Century Casinos director Mitchell G. Etess received a grant of 457 restricted stock units (RSUs). Each unit represents a contingent right to receive one share of CNTY common stock, giving him potential future ownership if vesting conditions are met.

The RSUs vest on May 12, 2027, with shares scheduled for delivery on May 13, 2027. Dividend equivalent rights will accrue on these RSUs when and as dividends are paid on the company’s common stock, aligning part of the award’s value with any future dividend payments.

Century Casinos Inc. director Mitchell G. Etess filed an initial Form 3 indicating no ownership of the company’s common stock. The filing shows zero shares beneficially owned following the reported date, and a footnote explicitly states that no securities are beneficially owned.

Century Casinos, Inc. reported senior leadership changes across its North American operations. The company notified Andreas Terler, EVP Operations – United States, and Nikolaus Strohriegel, EVP Operations – Canada and Europe, that their employment will be terminated effective May 15, 2026, with continued employment through September 15, 2026 to satisfy local notice requirements. Their departures are treated as terminations without cause, entitling each to severance equal to two times base salary plus the average bonus over the last three years, paid over two years, and immediate vesting of unvested equity awards where performance goals are met.

The company appointed long-time executive Lyle Randolph as Executive Vice President of Operations for the United States, effective May 15, 2026. He will oversee seven U.S. properties with 4,701 slot machines, 93 table games, 2,127 hotel rooms and over 20 food and beverage venues. The company highlights his more than 30 years of gaming and hospitality experience and notes he has overseen more than $80 million in capital projects, contributing to over 70% growth in Adjusted EBITDAR under his leadership at the Missouri properties.

Century Casinos, Inc. reported record first‑quarter net operating revenue for Q1 2026 of $137.2 million, up 5% from $130.4 million a year earlier. Earnings from operations rose to $11.8 million from $7.1 million, while the net loss attributable to shareholders narrowed to $16.5 million from $20.6 million.

Adjusted EBITDAR, a non‑GAAP profitability metric, increased 24% to $24.9 million, helped by broad growth across all North American properties. The Nugget Casino Resort in the US West segment delivered a 93% jump in Adjusted EBITDAR. Consolidated net earnings margin improved to a 12% loss from a 16% loss.

As of March 31 2026, the company held $60.0 million in cash and cash equivalents and $336.7 million of outstanding debt, largely a $332.5 million term loan. It also carries a $712.0 million long‑term financing obligation under its Master Lease with VICI Properties subsidiaries.

Century Casinos, Inc. reported higher net operating revenue but continued losses for the quarter ended March 31, 2026. Net operating revenue rose to $137.2 million from $130.4 million a year earlier, driven mainly by gaming growth across US and Canadian properties.

The company posted a net loss attributable to shareholders of $16.5 million, or $0.58 per share, compared with a $20.6 million loss, or $0.67 per share, last year, as interest and lease costs remained heavy. Interest expense was $25.9 million, largely tied to the Goldman term loan and the long-term Master Lease.

Century ended the quarter with $60.3 million in cash, cash equivalents and restricted cash, long-term debt of $328.6 million and a long-term financing obligation to VICI subsidiaries of $712.0 million. Operating cash flow was a modest outflow of $1.3 million. The company also repurchased 275,673 shares for $0.4 million, launched sports betting in Missouri in late 2025, and continues a strategic review of operations and capital structure.