Century Casinos (CNTY) outlines high lease obligations and strategic review in annual report
Rhea-AI Filing Summary
Century Casinos, Inc. filed its annual report detailing a diversified casino and racetrack portfolio across the US, Canada and Poland, organized into five geographic segments. The company operates properties with hotels, racetracks, off-track betting, sports betting and iGaming partnerships, plus extensive players’ club and loyalty programs.
In 2025 it launched a BetMGM retail and online sportsbook in Missouri and is preparing to offer retail sports betting and iGaming in Alberta under a new regulatory framework. The Board began a comprehensive strategic review exploring options that may include asset sales, partnerships, mergers or a potential sale of the company, with no timetable or outcome yet determined.
The report highlights intense regional competition, seasonality, heavy regulation and significant leverage, including variable-rate debt and long-term triple-net lease obligations on many North American properties. Management also emphasizes cybersecurity, climate and disaster risks, labor availability, and regulatory and tax changes as key ongoing risk factors.
Positive
- None.
Negative
- None.
Insights
High leverage and a broad strategic review define Century Casinos’ current risk-reward profile.
Century Casinos outlines a mature, multi-jurisdiction portfolio supported by sports betting and iGaming partnerships, but also discloses substantial fixed obligations. As of December 31, 2025, long-term debt was about $337.7 million, alongside a long-term Master Lease financing obligation of $715.7 million.
Scheduled 2026 rent under the triple-net Master Lease is roughly $67.3 million, subject to escalation, and most debt is variable rate, so each one-point rate move changes annual cash interest by about $3.4 million. These figures underscore sensitivity to interest rates, local gaming conditions and regulatory changes.
The August 2025 decision to launch a comprehensive strategic review, including potential mergers, partnerships, asset divestitures or a company sale, is the central strategic development. With no set timetable or commitments, actual impact will depend on future Board decisions, market conditions and regulatory approvals disclosed in subsequent filings.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ¨
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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. ¨
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, based upon the closing price of $2.12 for the Common Stock on the Nasdaq Capital Market on that date, was $
As of March 9, 2026, the registrant had
DOCUMENTS INCORPORATED BY REFERENCE:
INDEX
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Part I |
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Item 1. | Business. | 3 |
Item 1A. | Risk Factors. | 9 |
Item 1B. | Unresolved Staff Comments. | 19 |
Item 1C. | Cybersecurity. | 19 |
Item 2. | Properties. | 20 |
Item 3. | Legal Proceedings. | 22 |
Item 4. | Mine Safety Disclosures. | 22 |
Information About our Executive Officers. | 22 | |
Part II | ||
Item 5. | Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 23 |
Item 6. | Removed and Reserved. | 24 |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 24 |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 42 |
Item 8. | Financial Statements and Supplementary Data. | 43 |
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | 43 |
Item 9A. | Controls and Procedures. | 43 |
Item 9B. | Other Information. | 44 |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 44 |
Part III | ||
Item 10. | Directors, Executive Officers and Corporate Governance. | 44 |
Item 11. | Executive Compensation. | 44 |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 45 |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 45 |
Item 14. | Principal Accounting Fees and Services. | 45 |
Part IV | ||
Item 15. | Exhibits and Financial Statement Schedules. | 46 |
Item 16. | Form 10-K Summary. | 49 |
Signatures | 50 | |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K and certain information incorporated herein by reference contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and the Private Securities Litigation Reform Act of 1995 and, as such, may involve risks and uncertainties. Such forward-looking statements include, but are not limited to, statements regarding projects in development and other opportunities, our strategic review process, our credit agreement with Goldman (as defined herein) and obligations under our Master Lease (as defined herein) and our ability to repay our debt and other obligations, outcomes of legal proceedings, changes in our tax provisions or exposure to additional income tax liabilities, impairments and plans for our casinos and our Company including estimates, forecasts and expectations regarding 2026 and later results, and any other statements that are not purely historical. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “could,” “potential,” “continue” or similar terminology. These statements are based on the beliefs and assumptions of the management of the Company based on information currently available to management. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements.
The forward-looking statements included or incorporated by reference in this report are subject to additional risks and uncertainties further discussed under Item 1A. “Risk Factors” and are based on information available to us on the filing date of this report. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. New risks and uncertainties arise from time to time, and we cannot predict those events or how they may affect us. We assume no obligation to update any forward-looking statements.
PART I
Item 1. Business.
As used in this report, the terms “Company,” “we,” “our,” or “us” refer to Century Casinos, Inc. and its consolidated subsidiaries, taken as a whole, unless the context otherwise requires.
This report includes amounts translated into US dollars from certain foreign currencies. For a description of the currency conversion methodology and exchange rates used for certain transactions, see Note 2 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report. The following information should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.
Overview
Century Casinos, Inc., a Delaware corporation founded in 1992, is a casino entertainment company that develops and operates gaming establishments as well as related lodging, restaurant, horse racing (including off-track betting) and entertainment facilities primarily in North America. Our main goal is to grow our business by actively pursuing the development or acquisition of new gaming opportunities and growing and reinvesting in our existing operations.
We began operating casinos in 1996 with the acquisition of our casino in Cripple Creek, Colorado. In 2006, we opened casinos in Central City, Colorado and Alberta, Canada. In 2007, we purchased a 33.3% ownership interest in Casinos Poland, Ltd. (“CPL”), the owner and operator of casinos throughout Poland, and in 2013 we purchased an additional 33.3% ownership interest in CPL, resulting in a majority 66.6% ownership interest. Between 2015 and 2019, we acquired an additional casino and developed two racing and entertainment centers (“RECs”) in Alberta, Canada. In December 2019, we added three properties to our United States (“US”) portfolio, two in Missouri and one in West Virginia (the “2019 Acquisition”). In connection with this acquisition, we entered into a triple net lease agreement (the “Master Lease”) with subsidiaries of VICI Properties Inc. (“VICI PropCo”). In 2022, we acquired 50% of Smooth Bourbon LLC (“Smooth Bourbon”), which leases the land and building for the Nugget Casino Resort (the “Nugget”) in Reno-Sparks, Nevada. In 2023, we acquired the operations of the Nugget and Rocky Gap Casino, Resort & Golf (“Rocky Gap”) in Flintstone, Maryland.
Operations
We view each region in which we operate as a separate operating segment and each casino or other operation within those markets as a reporting unit. During the fourth quarter of 2025, due to changes in expected long-term future economic characteristics, we determined that the aggregation of operating segments within the United States reportable segment was no longer appropriate. As a result, we reorganized our reportable segments to provide greater specificity within the United States. We aggregate all operating segments into five reportable segments based on the geographical locations in which our casinos operate: United States – East (“US East”), United States – Midwest (“US Midwest”), United States – West (“US West”), Canada and Poland. We have additional
business activities including certain other corporate and management operations that are not included in our reportable segments that we present for reconciling purposes.
The general characteristics of our properties, including machine and table counts and the number of hotel rooms at our casinos, are provided in Part I, Item 2. “Properties”.
US East
Mountaineer Casino, Resort & Races – New Cumberland, West Virginia (“MTR” or “Mountaineer”). MTR is located on the Ohio River at the northern tip of West Virginia’s northwestern panhandle approximately 30 miles from Pittsburgh International Airport and a one hour drive from downtown Pittsburgh. In addition to the casino and hotel, MTR has a golf course and a racetrack that holds live thoroughbred races from April to December. The facility also has on-site pari-mutuel wagering, a sports book, five dining venues, a bar and more than 5,200 surface parking spaces neighboring the casino. Sports betting and online gaming (“iGaming”) are also available through mobile apps.
Rocky Gap Casino, Resort & Golf – Flintstone, Maryland (“ROK” or “Rocky Gap”). ROK is located in Rocky Gap State Park. In addition to the casino and hotel, the facility has five food and beverage venues, an 18-hole golf course, a 5,000 square foot events center, several meeting spaces, a spa, several outdoor activities and approximately 750 surface parking spaces neighboring the casino.
US Midwest
Century Casino & Hotel – Caruthersville – Caruthersville, Missouri (“CCV” or “Caruthersville”). CCV and our neighboring hotel, The Farmstead, are located in southeast Missouri along the Mississippi River approximately 95 miles north of Memphis, Tennessee. In addition to the casino and hotel, CCV also has a food and beverage venue, 27-space RV park and 1,343 surface parking spaces neighboring the casino.
Century Casino & Hotel – Cape Girardeau – Cape Girardeau, Missouri (“CCG” or “Cape Girardeau”). CCG is located along the Mississippi River three and a half miles from Interstate 55 in southeast Missouri, approximately 120 miles south of St. Louis, Missouri. In addition to the casino and hotel, the facility has two dining venues, a conference and entertainment center and 1,058 surface parking spaces neighboring the casino. Sports betting is available in the casino’s sports book and through a mobile sports betting app.
Century Casino & Hotel – Central City, Colorado (“CTL” or “Central City”). Central City is located approximately 35 miles west of Denver. CTL is located at the end of the Central City Parkway, an eight mile four-lane highway that connects I-70, the main east/west interstate highway in Colorado, to Central City. In addition to the casino and hotel, the facility has a bar, one restaurant and a 500-space on-site covered parking garage.
Century Casino & Hotel – Cripple Creek, Colorado (“CRC” or “Cripple Creek”). The town of Cripple Creek is located approximately 45 miles southwest of Colorado Springs, the second largest city in the state of Colorado. In addition to the casino and hotel, the facility has two bars, a restaurant and 271 surface parking spaces neighboring the casino. Sports betting is available through a mobile sports betting app.
US West
Nugget Casino Resort – Reno-Sparks, Nevada (“NUG” or “Nugget”). The Nugget is located in Reno-Sparks, Nevada on Interstate 80 approximately three miles from the Reno-Tahoe International Airport. In addition to the casino and hotel, the full-service resort includes 120,000 square feet of convention space, an 8,555 seat outdoor amphitheater, seven food and beverage venues, a 5-story 1,200 space parking garage and 1,272 additional parking spaces. Sports betting is available in the casino’s sports book with a sports bar and television viewing area.
Canada
Century Casino & Hotel – Edmonton, Alberta, Canada (“CRA” or “Edmonton”). CRA is located in Edmonton, Alberta. In addition to the casino and hotel, the facility has an off-track betting parlor, a 10,700 square foot showroom that can seat approximately 500 customers, a 3,000 square foot showroom that can seat approximately 200 customers where we host Yuk Yuks Comedy Club comedic performances, a restaurant, a sports bar and lounge and two additional bars, 600 surface parking spaces and a complimentary underground heated parking garage with 300 additional spaces.
Century Casino St. Albert – St. Albert, Alberta, Canada (“CSA” or “St. Albert”). CSA is located in St. Albert, Alberta northwest of Edmonton. In addition to the casino, the facility has an off-track betting parlor, a restaurant, a bar, a sports bar and lounge, a banquet facility and 585 surface parking spaces.
Century Mile Racetrack and Casino – Edmonton, Alberta, Canada (“CMR” or “Century Mile”). CMR is located on Edmonton International Airport land close to the city of Leduc, south of Edmonton. CMR is a multi-level racing and entertainment center (“REC”) with a one mile horse racetrack. In addition to the casino, the REC has two restaurants, two bars and an off-track betting parlor. CMR operates the majority of the Alberta pari-mutuel network under which CMR provides pari-mutuel content and live video to 23 off-track betting parlors throughout Alberta and has agreements with over 90 racetracks world-wide to broadcast races through the off-track betting network.
Century Downs Racetrack and Casino – Calgary, Alberta, Canada (“CDR” or “Century Downs”). CDR is located in Calgary, Alberta, seven miles from the Calgary International Airport. Our subsidiary Century Resorts Management GmbH (“CRM”) owns 75% of United Horsemen of Alberta Inc. dba Century Downs Racetrack and Casino, which in turn owns and operates a REC and horse racetrack. In addition to the casino and racetrack, the REC has a bar, a lounge, a restaurant facility, an off-track betting parlor, an entertainment area and 700 surface parking spaces. We have a 75% ownership interest in CDR and consolidate CDR as a majority-owned subsidiary for which we have a controlling financial interest.
Poland
Casinos Poland – Poland (“CPL” or “Casinos Poland”). CPL has been in operation since 1989 and currently has six casino licenses throughout Poland. Our subsidiary CRM owns 66.6% of Casinos Poland, and we consolidate CPL as a majority-owned subsidiary for which we have a controlling financial interest. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Poland” for more information about the casinos operated by CPL.
2025 Business Developments
Sports Betting – Missouri
In May 2025, we announced that we have partnered with BetMGM, LLC (“BetMGM”) to operate a sports book at Cape Girardeau and an online and mobile sports betting application under our license in Missouri. On December 1, 2025, the sports book at Cape Girardeau opened and online betting started. The agreement includes a percentage of net gaming revenue payable to us, with a guaranteed minimum.
Additional Projects
We continue to explore additional potential gaming projects and acquisition opportunities. Along with the capital needs of potential projects or acquisitions, 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. For more information on these and other risks related to our business, see Item 1A, “Risk Factors” below.
Strategic Review Process
In August 2025, we announced that our Board of Directors (the “Board”) initiated a comprehensive strategic review of our operations, capital structure and strategic growth options. The review is exploring a range of potential strategic alternatives for our assets and businesses aimed at enhancing shareholder value and supporting long-term growth. These alternatives may include opportunities to unlock value within our existing property portfolio, optimize our capital structure, evaluate potential mergers, strategic partnerships, or the sale of the Company, and 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.
Marketing and Competition
We face intense competition from other casinos within the jurisdictions in which we operate. Many of our competitors are larger and have substantially greater name recognition and financial and marketing resources than we do. We seek to compete through promotion of our players’ clubs, enhancement of social networking initiatives and other targeted marketing efforts. In addition to our players’ clubs, we also have various cash, free play, gift and prize promotions. Our marketing focuses on competition and other facts and circumstances of each market area in which we operate. All visitors to our properties are offered the opportunity and encouraged to join our players’ club. We maintain a proprietary database that consists primarily of slot machine customers that allows us to create effective targeted marketing and promotional programs, point incentives, cash and merchandise giveaways, coupons, downloadable promotional credits, preferred parking, food, lodging, game tournaments and other special events. In the United States, our players’ club cards allow us to update our database and track member gaming preferences, including, but not limited to, maximum, minimum, and total amounts wagered and frequency of visits. We have designed reward programs based on total amounts wagered and frequency of visits to reward customer loyalty and attract new customers to our properties. Those who qualify for VIP status receive additional benefits compared to regular club membership, such as increased free play, promotional table game chips, food and beverage and hotel offerings and invitations to exclusive VIP events.
US East
Mountaineer has four competitors within 50 miles, two in Pennsylvania, one in West Virginia and one in Ohio. Mountaineer is the area’s only full-service casino resort located on the Ohio River in the northern panhandle of West Virginia. We market this casino as a destination for year-round entertainment. Mountaineer primarily attracts customers from neighboring Ohio and from the greater Pittsburgh area. Mountaineer also hosts the annual West Virginia Derby horse racing event. We have partnered with two sports betting operators and two iGaming partners in West Virginia.
Rocky Gap has five competitors within 80 miles, four in Pennsylvania and one in West Virginia. Rocky Gap has had a AAA 4-Diamond Award® designation for 23 years and is the only awarded casino resort in western Maryland. The property also operates the only Jack Nicklaus Design Golf Course in Maryland. Rocky Gap attracts customers from southwest Pennsylvania including Pittsburgh, Maryland including Baltimore, eastern West Virginia, and northern Virginia, including Washington D.C.
US Midwest
Cape Girardeau and Caruthersville have competitors in Missouri, Arkansas and Illinois. The distance between our Cape Girardeau and Caruthersville properties is 85 miles. While our two properties share a small portion of our customer database, we do not believe that our properties compete against one another for customers in any material way. The closest competitor to Cape Girardeau is located approximately 56 miles away in southern Illinois. The majority of Caruthersville’s customers reside in Tennessee. The closest competitor to Caruthersville is located in Arkansas and is 90 miles away. We believe that our expansion projects at both Missouri locations completed in 2024 will allow us to continue to compete for customers that desire a multi-day visit to Cape Girardeau or Caruthersville. We partnered with BetMGM to conduct sports betting at our Cape Girardeau property and through an online app. Sports betting began in Missouri on December 1, 2025. Marshall Yards, located in Kentucky, opened in February 2026. While we do not believe that this location will impact our casinos in Missouri due to its distance from our casinos, an increase in competitors in our markets could lead to a decrease in visitors at our casinos and have a negative impact on our results of operations in Missouri.
Cripple Creek and Central City are located in historic mining towns each about an hour from a major metropolitan city and are highly competitive casino markets. CRC has 11 competitors located within a half mile of the casino. CTL has 20 competitors within a mile of the casino, including competitors in the city of Black Hawk that have larger hotels, upscale dining, performance centers and spa facilities. There are competitors in each city that offer covered parking and more hotel rooms than our casinos. In addition, some of our competitors may offer larger betting limits or certain games not offered by us. We have partnered with a sports betting operator that conducts sports wagering under one of the three Colorado master licenses for sports wagering held by our Colorado subsidiaries.
US West
The Nugget is located in the Reno-Sparks area of Nevada. There are more than 20 casinos in the Reno-Sparks market. We market the casino through concerts, events and amenities such as its high-end steak house and popular oyster bar. The property has over 1,300 hotel rooms for casino guests as well as convention customers and an 8,500 seat outdoor event center that holds concerts, an annual The Best in the West Nugget Rib Cook-Off and other events, such as Hot August Nights.
Canada
Our casinos in the Edmonton market have five competitors. Our casinos within the Edmonton market are within 30 miles of each other; however, we do not believe that our properties compete against one another for customers. CRA is one of two casinos in the city of Edmonton with a hotel and showrooms and is the only casino in the market to offer a complimentary heated parking garage. CMR is the only casino in the market with a horse racetrack. CRA and CSA each have a competitor approximately five miles away, and CMR’s closest competitor is located approximately 17 miles away. A competitor has received conditional approval to relocate its casino from Camrose, Alberta, to south Edmonton, approximately 11 miles from our Century Mile property. We anticipate the casino will open in 2027 once construction is complete and final approvals are received. CDR is located in the Calgary market and has seven competitors (two of which have a combination of hotel and casino). It is the only property in the market with a horse racetrack, and it is one of two casinos in the market with an off-track betting parlor. CDR’s closest competitor is located approximately eight miles away. Additional gaming facilities are allowed in the markets in which we operate. Consideration for additional gaming facilities will be subject to market analysis done by the Alberta Gaming, Liquor and Cannabis Commission (“AGLC”). An increase in competitors in our markets could lead to a decrease in visitors at our casinos and have a negative impact on our results of operations in Canada.
Our main marketing activities for these properties focus on casino branding, promoting the racetracks, the players’ club program and promotions made through various marketing channels. Our casinos in Alberta participate in the Winner’s Edge, an Alberta-wide casino loyalty program implemented by the AGLC. Players who sign up for the program can earn points that can be redeemed for free play, take part in monthly contests and receive discounts on food in any participating casino restaurant. Our casinos offer Winner’s Edge in addition to our own loyalty program. Alberta casinos share in an AGLC Winner’s Edge Marketing Fund based on Winner’s Edge player card usage. The AGLC operates an online gaming website, “Play Alberta,” offering online slot and table
games as well as online sports wagering, including single event sports wagering. The website competes primarily with unregulated online gaming websites that are currently available to Alberta residents. We have not experienced a negative impact to our results of operations in Canada from online gaming; however, increased competition from online gaming could occur and adversely affect our results of operations in Alberta in the future. In June 2025, Alberta’s Bill 48 regulating iGaming in Alberta passed. The bill will create an open market for online sports betting and iGaming with retail sports betting available at casinos and specific sports venues. The regulatory framework is still being finalized, but it is expected that casinos will have the option to select a licensed third-party provider or partner with AGLC to provide sports betting and iGaming products. We plan to offer retail sports betting at our locations in Alberta through either a licensed third-party provider or the AGLC.
CMR operates the majority of the Alberta pari-mutuel network and is the exclusive operator for its home market area covering Edmonton, Calgary and their respective surrounding areas. In addition to permitting customers to place wagers at off-track betting locations, the network offers advance deposit wagering for online wagering.
Poland
There are 52 casino licenses available throughout Poland. The Polish government generally forbids the marketing of gaming activities outside of a casino, but the marketing of entertainment is permissible. CPL relies on the locations of its casinos, which are primarily in hotels in major cities throughout Poland, to attract customers. The Polish government issues casino licenses in Poland by district, and there are additional casinos in each district in which CPL operates. For example, five other casinos in the Warsaw district compete with our casino operating in Warsaw. The Polish Minister of Finance does not disclose individual casino data. Poland also has slot arcades and online gaming that operate through a state-run company. We have not experienced a negative impact to our results of operations in Poland from slot arcades or online gaming; however, increased competition from slot arcades that are located in the cities in which our casinos are located as well as online gaming could occur and adversely affect our results of operations in the future. In addition, we have been unsuccessful in obtaining casino licenses for some locations following their expiration.
Seasonality
At all of our North American properties, winter weather conditions may have an adverse impact on daily business levels.
US East – In West Virginia, we attract more customers from March to August during the racing season. In Maryland, we also attract more customers in the summer months due to the golf course and the location of the casino adjacent to Lake Habeeb and the outdoor activities surrounding it, including a private beach.
US Midwest – Our casinos in Colorado attract more customers during the warmer months from May through September. Our casinos in Missouri attract customers throughout the year with the highest business volumes in February and March.
US West – In Nevada, we attract more customers in the summer months because of outdoor concerts and events that take place in immediate proximity to the casino.
Canada – Canada generally attracts a steady influx of customers throughout the calendar year. However, both Century Downs and Century Mile attract additional customers during the summer months of the racing season as Alberta residents partake in more outdoor activities. Our off-track betting parlors attract more customers during the peak racing season from May through August.
Poland – CPL generally attracts more customers from October through March because domestic customers generally vacation during the summer months.
Governmental Regulation and Licensing
The ownership and operation of casino gaming facilities are subject to extensive state, local, foreign, provincial or federal regulations. We are required to obtain and maintain gaming licenses in each of the jurisdictions in which we conduct gaming operations. The limitation, conditioning, suspension, revocation or non-renewal of gaming licenses, or the failure to reauthorize gaming in certain jurisdictions, would materially adversely affect our gaming operations in that jurisdiction. In addition, changes in laws that restrict, prohibit or permit gaming operations in any jurisdiction, including the removal of the AGLC’s moratorium on approving additional gaming facilities, could have a material adverse effect on our financial position, results of operations and cash flows. In February 2023, the AGLC approved a temporary increase from 15% of slot machines net sales retained by casinos to 17%, which currently runs through March 31, 2029. We estimate that the 2% increase in the slot machine net sales percentage resulted in net operating revenue of approximately $2.9 million at our Canadian properties for the year ended December 31, 2025.
Statutes and regulations can require us to meet various standards relating to, among other matters, business licenses, registration of employees, floor plans, background investigations of licensees and employees, historic preservation, building, fire and accessibility requirements, payment of gaming taxes, and regulations concerning equipment, machines, chips, gaming participants, and ownership interests. Civil and criminal penalties, including shutdowns or the loss of our ability to operate gaming facilities in a
particular jurisdiction, can be assessed against us and/or our officers to the extent of their individual participation in, or association with, a violation of any of the state or local gaming statutes or regulations. Such laws and regulations apply in all jurisdictions in which we may do business. Management believes that we are in compliance with all applicable gaming and non-gaming regulations. A detailed description of the regulations to which we are subject is contained in Exhibit 99.1 to this report, which is incorporated herein by reference.
Other Regulations
We are subject to certain foreign, federal, state, provincial and local safety and health, employment and environmental laws, regulations and ordinances that apply to our non-gaming operations. We have not made, and do not anticipate making, material expenditures with respect to these laws, regulations and ordinances. However, the coverage of, and attendant compliance costs associated with, such laws, regulations and ordinances may result in future additional costs to our operations.
Rules and regulations regarding the service of alcoholic beverages are strict. The loss or suspension of a liquor license could significantly impair our operations. Local building, parking and fire codes and similar regulations also could impact our operations and any proposed development of our properties.
We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering laws and regulations. Any violations of anti-money laundering laws or regulations by any of our properties could have an adverse effect on our business.
Employees and Human Capital
Employees – As of December 31, 2025, we had 2,911 full-time employees and 845 part-time employees. During busier months, our casinos may supplement permanent staff with seasonal employees. We consider our current staffing levels as adequate. Approximately 201 employees at our CPL casinos in Poland, 44 employees at Mountaineer and 211 employees at Rocky Gap belong to trade unions. The trade unions in Poland do not currently have any collective bargaining agreements with CPL, but changes in pay of union employees and certain other actions taken by CPL require approval of the unions. The trade unions at Mountaineer and Rocky Gap have collective bargaining agreements with each casino.
Human Capital – Our company is led by two gaming industry professionals with a combined industry experience of more than 75 years. Due to extensive industry experience, the team’s diversity of experience gives us the ability to tailor our gaming-based entertainment developments and operations to the unique needs and circumstances of each specific location. We are aware that much of our success is based on our employees’ combined talents, skills and ideas. As an international casino entertainment company, we cater to different markets with different customer expectations. In order to meet these expectations, we strive to build a workforce that is as diversified as our customers.
Focusing on employee development and creating a positive work environment is one of our main priorities. We have training and development programs to provide our employees with the opportunity to succeed and thrive at our company. We seek to provide upward and lateral movement to employees at all locations. In Missouri, for example, we have an Upward Mobility Program to provide front-line employees with information on how they can develop their leadership skills and be prepared to step into a leadership role. This program makes training and educational opportunities available to enhance qualification and permit progress into other career fields through mentorships.
As a company, we strive to be community leaders and to add value through our products, services, social responsibility and sharing of our financial and human resources to achieve a positive impact on our employees, their families and our fellow citizens. We have committed to supporting our local communities, including through contributions among several charitable and non-profit organizations. Our management is confident that through working with charitable and non-profit organizations we are able to make a positive difference to the lives of people living in the communities in which we operate. Our initiatives include donation boxes on the casino floors, volunteer events, fundraising drives, event sponsorships and charity events. Unique to Alberta, Canada is the charitable gaming model in which charitable organizations are licensed to conduct and manage casino events at our casinos.
Available Information
Our internet address is www.cnty.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available free of charge on our website at www.cnty.com/investor/financials/sec-filings as soon as reasonably practicable after such report has been filed with, or furnished to, the SEC. None of the information posted to our website is incorporated by reference into this report.
Item 1A. Risk Factors.
Our short and long-term success is subject to many factors beyond our control. If any of the following risks, or any risks described elsewhere in or incorporated by reference in this report, actually occur, our business, financial condition or results of operations could suffer. Additional risks not presently known to us or which we currently consider immaterial may also adversely affect our business, financial condition or results of operations. The following disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Business Environment and Competition Risks
We are particularly sensitive to general economic conditions, market conditions in the jurisdictions in which we operate, downturns or recessions as well as other issues affecting discretionary consumer spending, including geopolitical tensions, pandemics or other public health emergencies, any of which may have an adverse impact on our business, financial condition or results of operations.
Our success depends to a large extent on discretionary consumer spending, which is heavily influenced by general economic conditions and the availability of discretionary income. Adverse macroeconomic conditions, including inflation, economic contraction, economic uncertainty or the perception by our customers of weak or weakening economic conditions may cause a decline in demand for casino resorts and other amenities we offer. Changes in discretionary consumer spending or consumer preferences could be driven by factors such as an unstable job market, perceived or actual disposable consumer income and wealth, increased cost of travel, outbreaks of contagious diseases or fears of war and acts of terrorism or other acts of violence. Difficult economic conditions and recessionary periods may have an adverse impact on our business and our financial condition. Negative economic conditions, coupled with high volatility and uncertainty as to the future economic landscape, have at times had a negative effect on consumers’ discretionary income and consumer confidence, and similar impacts can be expected if such conditions recur. A decrease in discretionary spending due to decreases in consumer confidence in the economy or us, or a continued economic slowdown, recession or other deterioration in the economy, could adversely affect the frequency with which customers choose to visit our properties and the amount that our customers spend when they visit. Tariffs imposed by the US on foreign goods or, imposed reciprocally on the US by foreign countries during 2025 have increased costs for consumers. The actual or perceived weakness in the economy could also lead to decreased spending by our customers. Both customer visits and customer spending at our casinos are key drivers of our revenue and profitability, and reductions in either could materially adversely affect our business, financial condition and results of operations. The actual or perceived impact of tariffs on consumer spending and inflation or an economic downturn or recession could lead to fewer customer visits and decreased discretionary spending by our customers.
We face significant competition, and if we are not able to compete successfully, our results of operations will be harmed.
We face intense competition from other casinos in jurisdictions in which we operate and from casinos in neighboring jurisdictions. Many of our competitors are larger and have substantially greater name recognition and financial and marketing resources than we do. We seek to compete through promotion of our players’ clubs and other marketing efforts. For example, for CRA, we emphasize the casino’s showroom, complimentary heated parking, players’ club program, and superior service. These marketing efforts may not be successful, which could hurt our competitive position.
The markets in which we operate generally rely on a local customer base as well as tourists during peak seasons. The number of casinos in some of our markets may exceed demand, which could make it difficult for us to sustain profitability. We are particularly vulnerable to competition in our markets due to the large number of competitors in those markets. New or expanded operations by other entities in any of the markets in which we operate will increase competition for our gaming operations and could have a material adverse impact on us. For example, a competitor has received conditional approval to relocate its casino from Camrose, Alberta, to south Edmonton, approximately 11 miles from our Century Mile property. We anticipate the casino will open in 2027 once construction is complete and final approvals are received. The Happy Valley Casino in Pennsylvania is expected to open in spring 2026. This casino, which is 112 miles from Rocky Gap, is expected to increase competition for Rocky Gap and could have a negative impact on our results of operations in Maryland. The Reno-Sparks market is very competitive, and we compete with other hotel casinos in the market for conventions and hotel group bookings. If we are unable to successfully attract local customers or group bookings at the Nugget, our results of operations in Nevada could be adversely impacted. We partner with third-party iGaming and sports betting operators at the majority of our properties in the US. Increased competitors offering iGaming or sports betting within the markets we operate, including the availability of other technology platforms such as prediction markets, could adversely impact the results of our operations where our agreements provide for a share of net gaming revenue.
Changes to gaming laws in countries or states in which we have operations and in states near our operations could increase competition and could adversely affect our operations. Any expansion of legalized gaming, such as online sports betting, could
adversely impact our properties. In November 2024, Missouri voters passed Amendment 2 legalizing sports betting in Missouri, which became legal on December 1, 2025. We have partnered with BetMGM to operate an online and mobile sports betting application as well as a retail sportsbook under our license in Missouri. However, we cannot predict how these changes will affect us with certainty. In June 2025, Alberta’s Bill 48 regulating iGaming in Alberta passed. The bill will create an open market for online sports betting and iGaming with retail sports betting available at casinos and specific sports venues. The regulatory framework is still being finalized, but it is expected that casinos will have the option to select a licensed third-party provider or partner with AGLC to provide sports betting and iGaming products. We plan to offer retail sports betting at our locations in Alberta through either a licensed third-party provider or the AGLC. If we are unable to secure a partnership and are unable to offer retail sports betting and iGaming at our casinos in Canada, our business could be negatively affected.
Capital expenditures, such as those for new gaming equipment, room refurbishments and amenity upgrades may be necessary from time to time to preserve the competitiveness of our properties. If we are unable to make these improvements due to capital constraints or other factors, our facilities may be less attractive to our visitors than those of our competitors, which could have a negative impact on our business.
We may not be successful in identifying and implementing any potential strategic alternatives in a timely manner or at all, and the perceived uncertainties related to the Company could adversely affect our business and our stockholders, and any strategic transactions that we may consummate in the future could have negative consequences.
In August 2025, we initiated a broad strategic review to enhance stockholder value, which includes an exploration of multiple strategic alternatives, including potential mergers, strategic partnerships, or the sale of the Company. We have not yet established a timeline to complete the strategic review, and our Board has not approved a definitive course of action. We can provide no assurance as to the review’s outcome, that this strategic review process will result in us pursuing any transaction or that we will be able to successfully consummate any particular strategic transaction on attractive terms, on a timely basis, or at all. Any potential transaction will depend on several factors that may be beyond our control including, for example, market conditions, industry trends, third party consents, such as stockholder approval, which could be difficult or costly to obtain, and the available terms of the transaction. The review process, the negotiation and consummation of a transaction or other strategic alternatives may be costly, time consuming, distracting, and disruptive to our business operations. Moreover, the possibility that exploration of strategic alternatives may ultimately result in a sale, merger, or other strategic transaction, or any perceived uncertainty regarding our future operations or employment needs may limit our ability to retain or hire qualified personnel and may contribute to unplanned loss of highly-skilled employees through attrition, and result in the loss of customers, suppliers, and other key business partners, each of which could have a material adverse effect to our business. We may ultimately determine that no transaction is in the best interest of our stockholders. Speculation regarding developments associated with our review of strategic alternatives, and any perceived uncertainties related to the Company or its business, could significantly increase the volatility of our share price. Additionally, there can be no assurance that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stockholder value or that we will make any cash distributions to our stockholders.
We may not realize the anticipated benefits of acquisitions, joint ventures, and divestitures, or these benefits may take longer to realize than expected.
From time to time, we make strategic acquisitions and divestitures and participate in joint ventures. Acquisitions and joint ventures we have entered into, or may enter into in the future, may involve significant challenges and risks, including that the acquisitions or joint ventures do not advance our business strategy, or fail to produce satisfactory returns on investment. Other risks include:
difficulties integrating acquisitions with our operations, applying internal control processes to these acquisitions, managing strategic investments, assimilating new capabilities to meet the future needs of our businesses, and/or combining business cultures;
regulatory or compliance exposure until appropriate processes and controls are implemented;
integration costs and significant attention from management and personnel;
failing to realize the anticipated benefits of acquisitions or joint ventures, or realized benefits being significantly delayed, including because the business or assets acquired may not be complementary or compatible with our business strategy or product portfolio, or may not improve our market position, product portfolio or footprint; and
due diligence evaluations of potential transactions not identifying all of the business, legal, compliance, and financial risks to accurately estimate the impact of a particular acquisition or joint venture, including potential exposure to regulatory sanctions or other licensing issues resulting from an acquisition target’s previous activities or costs associated with any quality issues with an acquisition target’s products or services.
In addition, we periodically review our business to identify properties or other assets that we believe no longer complement our business, are in markets that may not benefit us or could be sold at significant premiums. From time to time, we may attempt to sell these identified properties and assets. There can be no assurance, however, that we will be able to complete dispositions on profitable, commercially reasonable terms or at all.
Credit and Liquidity Risks
Our obligations under our indebtedness and our Master Lease are significant. We may not be able to generate sufficient cash to service all of our indebtedness and pay rent under the Master Lease and may be forced to take other actions to satisfy our obligations under our indebtedness and Master Lease, which may not be successful.
We have a significant amount of indebtedness. As of December 31, 2025, our outstanding debt was approximately $337.7 million. The majority of our long-term debt outstanding as of December 31, 2025 is variable rate debt. Each one percentage point change associated with the variable rate debt would result in an estimated $3.4 million change to our annual cash interest expenses. In addition, we lease the real estate assets of the majority of our North American casinos under a Master Lease with VICI PropCo. The long-term financing obligation to VICI PropCo subsidiaries was $715.7 million as of December 31, 2025. Our scheduled 2026 rent payments under the Master Lease, including a Consumer Price Index (“CPI”) increase, are approximately $67.3 million. Our rent payments are subject to annual escalation. See Notes 5 and 6 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report for more information on our long-term debt and Master Lease.
The significance of the above financial obligations could:
limit our ability to satisfy our other obligations;
limit our ability to obtain additional indebtedness or financing to fund working capital requirements, capital expenditures, debt service, acquisitions, general corporate or other obligations;
limit our ability to use operating cash flow in other areas of our business because we must dedicate a significant portion of these funds to make principal and/or interest payments on our outstanding debt;
expose us to interest rate risk due to the variable interest rate on borrowings under our credit agreements;
place us at a competitive disadvantage compared to competitors that have less debt;
subject us to restrictive covenants that, among other things, limit our ability to pay dividends and distributions, make acquisitions and dispositions, borrow additional funds, and make capital expenditures and other investments;
cause our failure to comply with financial and restrictive covenants contained in our current or future indebtedness, which could cause a default under such indebtedness and which, if not cured or waived, could have a material adverse effect on us;
increase our vulnerability to general adverse economic and industry changes;
limit our flexibility in planning for, or reacting to, changes in our businesses, changing market conditions, changes in our industry and economic downturns; and
affect our ability to renew gaming and other licenses necessary to conduct our business.
We generally would still be required to make rent payments under the Master Lease and scheduled debt payments if closures of our properties, similar to those that occurred in 2020, occur in the future. In addition, the Master Lease requires us to make specific minimum investments in capital expenditures and, subject to certain caps, the rent escalations under the Master Lease will continue to apply regardless of the cash flows generated by the properties subject to the Master Lease and the obligations guaranteed by us. Further, if our properties subject to the Master Lease are impacted by a casualty event, the Master Lease requires us to repair or restore the affected properties even if the cost of such repair or restoration exceeds the insurance proceeds that we receive. Under such circumstances, the rent under the Master Lease is required to be paid during the period of repair or restoration even if all or a portion of the affected property is not operating. We cannot assure that we will maintain a level of cash flows from operating activities sufficient to permit us to pay rent under the Master Lease and the principal, premium, if any, and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service and rent obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service or rent obligations. If we are not able to meet our scheduled obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. Additionally, the agreements governing our existing debt restrict sale of assets and limit the use of the proceeds from any disposition and our Master Lease limits our ability to dispose of leased properties; as a result, we may not be allowed,
under these documents, to dispose of certain of our properties and use proceeds from such dispositions to satisfy all current debt service obligations.
We may be unable to obtain the capital necessary to fund our operations or expand our business.
Our industry is capital intensive, and we rely heavily on the ability of our casinos to generate operating cash flow to repay debt financing, fund maintenance capital expenditures and provide excess cash for future development. While we believe we have an adequate amount of cash on hand for our current plans, we may not be able to obtain funding when we need it on favorable terms or at all. If we are unable to finance our current operations or future expansion projects, we will have to adopt one or more alternatives, such as reducing or delaying planned expansion, development and renovation projects and capital expenditures, selling assets, restructuring debt, obtaining additional debt financing or refinancing, equity financing or joint venture partners, or modifying our bank credit facilities. The amount of capital that we are able to raise often depends on variables that are beyond our control, such as the share price of our stock and its trading volume. The availability of financing may be impacted by local, regional and global economic, credit and stock market conditions, all of which have been volatile. As a result, we may not be able to secure financing on terms attractive to us, in a timely manner or at all. If we are able to consummate a financing or refinancing arrangement, the amount raised may not be sufficient to meet all of our future needs and, if it involves equity, may be highly dilutive to our stockholders. If we cannot raise adequate funds to satisfy our capital requirements, we may have to reduce, dispose of or eliminate certain operations.
A majority of our casinos are located on leased property. If we default on one or more leases or if we are unable to secure renewals of those leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected leased property.
We lease the real estate assets for our casinos in Missouri, West Virginia, Maryland and Canada under a “triple-net” Master Lease. Accordingly, in addition to rent, we are required to pay, among other things, the following: (1) facility maintenance costs; (2) all insurance premiums for insurance with respect to the leased properties and the business conducted on the leased properties; (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. We are responsible for incurring these costs even though many of the benefits received in exchange for such costs accrue to the lessor as the owner of the associated facilities. In addition, we remain obligated for lease payments and other obligations under the Master Lease even if one or more of such leased facilities is not operating or is unprofitable or if we decide to withdraw from those locations. We could incur special charges relating to the closing of such facilities, including lease termination costs, impairment charges and other charges that would reduce our net earnings and could have a material adverse effect on our business, financial condition and results of operations.
Our casinos in Poland are located within leased building spaces. If we were to default on any one or more of the leases or if we are unable to secure renewal terms for these locations, the lessors could terminate the affected leases and we could lose possession of any improvements on the buildings. This could adversely affect our business, financial condition and results of operations as we would then be unable to operate the affected facilities.
We may not be fully compensated to relocate the Nugget Casino and may be required to seek additional funding if the Nevada Department of Transportation (“NDOT”) project moves forward.
A majority of the casino floor at the Nugget is located beneath Interstate 80 (“I-80”) in Sparks, Nevada. NDOT has discussed the possibility of expanding I-80, which would require us to rebuild the Nugget on existing land owned by Smooth Bourbon and leased to the Nugget. We anticipate that NDOT would compensate us to move the casino to a new location; however, the value that is determined by NDOT for purposes of compensating us may not cover the full construction costs. If we are unable to get fully compensated for building a new casino, or if the timing of compensation payments does not match our timing for construction, we may be required to use cash on hand or seek financing, which may not be available on favorable terms or at all.
Operational Risks
Our financial condition and results of operations may be adversely affected by climate change, the occurrence of severe weather, natural or man-made disasters and other catastrophic events, including war, terrorism and other acts of violence, and outbreaks of disease.
The operations of our facilities are subject to disruptions or reductions in the number of customers who visit our properties because of severe weather conditions. If weather conditions limit access to our casino properties or otherwise adversely impact our ability to operate our casinos at full capacity, our revenue will suffer, which will negatively impact our operating results. Extreme weather conditions, potentially exacerbated by climate change, may cause property damage or interrupt business, which could harm our
business and results of operations. High winds, flooding, blizzards and sub-zero temperatures, such as those experienced by our North American operations from time to time, can limit access to our properties. Extreme weather conditions may also interrupt the operations of critical suppliers, and may result in reduced availability or increased price volatility of certain critical supplies.
Events such as terrorist and war activities in the countries in which we are located and other acts of violence, such as the 2017 mass shooting that occurred at a Las Vegas casino, could have a negative impact on travel and leisure expenditures, including gaming, lodging and tourism, especially if these events occur in a region in which we operate. The Russia-Ukraine war could have an adverse impact on our results of operations in Poland, which borders Ukraine, and the collateral global impacts of that situation could adversely impact our results of operations at all of our properties. We cannot predict the extent to which terrorism, security alerts or war, or other acts of violence in the countries that we operate will directly or indirectly affect our business and operating results, but the impact could be material.
An outbreak of a contagious disease, such as the COVID-19 pandemic or any similar illness, could have a negative impact on travel and leisure expenditures, including gaming, lodging and tourism, especially if an outbreak were to occur in or near the areas in which we operate. Negative impacts on the economy, travel restrictions and other restrictions by local or federal governments in the areas in which we operate could result in consumers reducing travel and leisure expenditures, including visits to our casinos. The extent of the effects of the disease outbreaks on our business and the casino industry at large could be material, but is highly uncertain and would ultimately depend on future developments, including, but not limited to, the virulence and severity of any outbreak, the availability and effectiveness of vaccines, and the length of time it takes for normal economic and operating conditions to resume, if at all. We could experience a longer-term impact on our costs, such as, for example, the need for enhanced health and hygiene requirements in one or more regions in attempts to counteract future outbreaks. Further, outbreaks of disease may also affect our operating and financial results in ways that are not presently known to us or that we currently do not consider present significant risks to our operations. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and liquidity.
Our reputation and business may be harmed by interruptions or cybersecurity breaches of our information systems, and we may be subject to legal claims if there is loss, disclosure or misappropriation of or access to our customers', our business partners' or our own information or other breaches of our information security.
We make use of online services and centralized data processing, including through third-party service providers. Issues with performance by these third parties may disrupt our operations, and as a result our operating expenses could increase, which could negatively affect our results of operations. Moreover, the secure maintenance and transmission of customer information, including credit card numbers and other personally identifiable information for marketing and promotional purposes, is a critical element of our operations. Our collection and use of personal data are governed by state and federal privacy laws as well as the applicable laws of the countries in which we operate. Various federal, state and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning privacy, data retention, data transfer, and data protection. Compliance with applicable privacy regulations may increase our operating costs or adversely impact our ability to market our products, properties and services to our guests.
Our information technology systems, and those of our third-party service providers, that maintain and transmit customer information, or those of service providers, or our employee or business information may be compromised by a malicious third party penetration of our network security, or that of a third party service provider or business partner, or by actions or inactions by our employees. As a result, information of our customers, third party service providers or business partners or our employee or business information may be lost, disclosed, accessed or taken without their or our consent. Cybersecurity attacks have become increasingly common, and we have experienced immaterial business disruption, monetary loss and data loss as a result of phishing, business email compromise and other types of attacks on our or our third-party service provider’s systems. In addition, the rapid evolution and increased adoption of new technologies, such as AI, may intensify our cybersecurity risks. Any disruption or failure of these systems or services could cause substantial errors, data loss, processing inefficiencies, security breaches, inability to use the systems or process transactions, loss of customers or other business disruptions, any of which could negatively affect our business and results of operations, subject us to penalties or result in reputational harm. Additionally, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) or a breach of security on systems storing our data may result in a loss of customers and subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of data.
Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs may increase, and we may not be able to obtain the same insurance coverage in the future.
We may suffer damage to our property caused by a casualty loss (such as fire, natural disasters, acts of war, terrorism or other acts of violence) that could severely disrupt our business or subject us to claims by third parties who are injured or harmed. Although we maintain insurance customary in our industry, including property, casualty, terrorism, cybersecurity and business interruption
insurance, that insurance is subject to deductibles and limits on maximum benefits, including limitations on the coverage period for business interruption. Due to these variables, we may not be able to fully insure such losses, or fully collect, if at all, on casualty loss claims. The lack of sufficient insurance for these types of acts could expose us to heavy losses if any damages occur, directly or indirectly, that could have a significant adverse impact on our operations.
We renew our insurance policies on an annual basis. In recent years, the cost of maintaining this coverage has increased. The cost of coverage may become so high that we may need to further reduce our policy limits, agree to certain exclusions from our coverage, or self-insure. Among other factors, regional political tensions, homeland security concerns, other catastrophic events or any change in government legislation governing insurance coverage for acts of terrorism could materially adversely affect available insurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits), additional exclusions from coverage or higher deductibles. Among other potential future adverse changes, in the future we may elect to not, or may not be able to, obtain any coverage for losses due to acts of terrorism.
We may use artificial intelligence (“AI”) in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
We may incorporate AI solutions into our business, offerings, services and features, and these applications may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected. The use of AI applications may result in cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations. AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential future regulation of AI, may also result in additional costs associated with compliance with emerging regulations. The rapid evolution of AI, including potential government regulation of AI, may require significant resources to develop, test and maintain our business, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.
We are subject to risks related to corporate social responsibility and sustainability matters and our business reputation, which may negatively affect our business and operations.
Many factors influence our reputation and the value of our brand, including the perceptions held by our customers, business partners, other key stakeholders and the communities in which we do business. Regulatory developments and stakeholder expectations relating to corporate social responsibility and sustainability matters are rapidly evolving, and our business faces increasing scrutiny related to our corporate social responsibility and sustainability practices, disclosures and goals. Stakeholder expectations are not uniform, and both opponents and proponents of various corporate social responsibility and sustainability-related matters have increasingly resulted in activism and action to advocate for their positions. Navigating varying expectations of policymakers and other stakeholders has inherent costs, and any failure to successfully navigate such expectations may expose us to negative publicity, shareholder activism, and litigation or other engagement from stakeholders with opposing views, as well as the potential for civil investigations and enforcement by federal governmental authorities. If we are unable to recognize and respond to such developments, or if our existing practices and procedures are not adequate to meet changing regulatory requirements, market standards or investor expectations, some of which may be conflicting, we may miss corporate opportunities, become subject to regulatory scrutiny, litigation or third-party claims, or incur costs to revise operations to meet new or revised standards. Moreover, any harm to our reputation could impact employee engagement and retention and the willingness of customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and cash flows.
Difficulties in managing our worldwide operations may have an adverse impact on our business.
We derive our revenue from operations located on two continents. Our management is located in North America and Europe, and our worldwide operations pose risks to our business. Risks associated with international operations include:
fluctuations in foreign currency exchange rates;
changes in laws and policies that govern our foreign operations;
possible failure to comply with anti-bribery laws such as the US Foreign Corrupt Practices Act (“FCPA”) and similar anti-bribery laws in other jurisdictions;
difficulty in establishing and managing non-United States operations due to culture, management and language differences;
different labor regulations;
changes in environmental, health and safety laws;
potentially negative consequences from changes in or interpretations of tax laws;
political instability and actual or anticipated military or political conflicts;
economic instability and inflation, recession or interest rate fluctuations;
uncertainties regarding judicial systems and procedures; and
different time zones.
These factors make it more challenging to manage and administer a globally-dispersed business and, as a result, we must devote greater resources to operating under several regulatory and legislative regimes. See “Governmental Regulation and Licensing” in Item 1, “Business” of this report and Exhibit 99.1 to this report, which is incorporated herein by reference. This business model also increases our costs.
We are dependent upon technology services and electrical power to operate our business, and if we experience damage or service interruptions, we may have to cease some or all of our operations, resulting in a decrease in revenue.
Our gaming operations rely heavily on technology services and an uninterrupted supply of electrical power. Our security systems and all of our gaming devices are controlled by computers and reliant on electrical power to operate. A loss of electrical power or a failure of the technology services needed to run the computers would make us unable to run all or parts of our gaming operations. Any unscheduled interruption in our technology services or interruption in the supply of electrical power is likely to result in an immediate, and possibly substantial, loss of revenue due to a shutdown of our gaming operations. Although we have designed our systems around industry-standard architectures to reduce downtime in the event of outages or catastrophic occurrences, they remain vulnerable to damage or interruption from floods, fires, power loss, telecommunication failures, terrorist attacks, computer viruses, computer denial-of-service attacks and similar events. Additionally, substantial increases in the cost of electricity and natural gas could negatively affect our results of operations.
We face the risk of fraud, theft, and cheating.
We face the risk that gaming customers may attempt or commit fraud or theft or cheat in order to increase winnings. Such acts of fraud, theft or cheating could involve the use of counterfeit chips, AI-powered glasses and other advanced cheating devices or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers, or other casino or gaming area staff. Additionally, we also face the risk that customers may attempt or commit fraud or theft with respect to our non-gaming offerings or against other customers. Such risks include stolen credit or charge cards or cash, falsified checks, theft of retail inventory and purchased goods, and unpaid or counterfeit receipts. Failure to discover such acts or schemes in a timely manner could result in losses in our operations. Negative publicity related to such acts or schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition, results of operations, and cash flows.
Legal, Regulatory and Compliance Risks
We face extensive regulation from gaming and other regulatory authorities, which involve considerable expense and could adversely impact our business, and potential changes in the regulatory environment also may adversely impact us.
As owners and operators of gaming facilities, we are subject to extensive state, local, and international provincial regulation. State, local and provincial authorities require us and our subsidiaries to demonstrate suitability to obtain and retain various licenses and require that we have registrations, permits and approvals to conduct gaming operations. Various regulatory authorities may, for any reason set forth in applicable legislation, rules and regulations, limit, condition, suspend or revoke a license or registration to conduct gaming operations or prevent us from owning the securities of our gaming subsidiaries. Like all gaming operators in the jurisdictions in which we operate or plan to operate, we must periodically apply to renew our gaming licenses or registrations and in North
America we must have the suitability of certain of our directors, officers and employees approved. We are scheduled for renewal for our casino licenses at Mountaineer and Cape Girardeau in 2026. In Poland, casino gaming licenses are granted for a term of six years and are not renewable. Before a gaming license expires for 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, and we have not always been successful in securing new licenses for our existing casinos. A detailed description of the regulations to which we are subject, including the timing of license renewals for our properties, is contained in Exhibit 99.1 to this report, which is incorporated herein by reference. Failure to obtain license renewals would have an adverse effect on us.
In addition to gaming regulations, we are also subject to various federal, state, provincial, local and foreign laws and regulations affecting businesses in general. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, smoking, employees, currency transactions, taxation, zoning and building codes, and marketing and advertising. Rules and regulations regarding the service of alcoholic beverages are strict. The loss or suspension of a liquor license could significantly impair our operations.
We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. Any violations of anti-money laundering laws or regulations by any of our properties could have an adverse effect on our financial condition, results of operations or cash flows. Regulations adopted by the Financial Crimes Enforcement Network require us to report currency transactions at our US locations in excess of $10,000 occurring within a gaming day, including identification of the patron by name and social security number. US Treasury Department regulations also require us to report certain suspicious activity, including any transaction that exceeds $5,000, if we know, suspect or have reason to believe that the transaction involves funds from illegal activity or is designed to evade federal regulations or reporting requirements. Substantial penalties can be imposed if we fail to comply with these regulations. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted.
From time to time, legislators and special interest groups have proposed legislation that would expand, restrict or prevent gaming operations or that may otherwise adversely impact our operations in the jurisdictions in which we operate. Any new gaming laws or regulations in the jurisdictions in which we operate could have an adverse impact on our financial position and results of operations. Any expansion of the gaming industry that results in increased competition and any restriction on or prohibition of our gaming operations could have a material adverse effect on our operating results or cause us to record an impairment of our assets.
The enactment of legislation implementing changes in the US taxation of international business activities or the adoption of other tax reform laws or policies could materially affect our financial position and results of operations.
We are subject to taxation at the federal, state, provincial and local levels in the US and various other countries and jurisdictions. Our future effective tax rate could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes in statutory rates and other legislative changes, changes in the valuation of our deferred tax assets and liabilities, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time, the US federal, state and local and foreign governments make substantive changes to tax rules and their application, which could result in materially higher corporate taxes than would be incurred under existing tax law and could adversely affect our financial condition or results of operations.
We face extensive taxation from gaming and regulatory authorities. Potential changes to the tax laws in the jurisdictions in which we operate may adversely affect the results of our operations.
We believe that the prospect of significant revenue to a jurisdiction through taxation and fees is one of the primary reasons jurisdictions permit legalized gaming. As a result, gaming companies are typically subject to significant taxes and fees in addition to normal federal, state, provincial and local income taxes, and such taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to our operations. A detailed description of the gaming taxes and fees to which we are subject is contained in Exhibit 99.1 to this report, which is incorporated herein by reference. In addition, negative economic conditions could intensify the efforts of federal, state, provincial and local governments to raise revenue through increases in gaming taxes or introduction of additional gaming opportunities, which could adversely affect our results of operations and cash flows.
Our effective tax rate or cash tax payment requirements may change in the future, which could adversely impact our future results of operations.
A number of factors may adversely impact our future effective tax rate or cash tax payment requirements, which may impact our future results and cash flows from operations. See Note 12 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report. These factors include, but are not limited to: changes to income tax rates, tax laws or the interpretation of such tax laws (including additional proposals for fundamental international tax reform globally); the jurisdictions in which our profits are determined to be earned and taxed; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon finalization of various tax returns; adjustments to our interpretation of
transfer pricing standards; treatment or characterization of intercompany transactions; changes in available tax credits, grants and other incentives; changes in stock-based compensation expense; changes in US generally accepted accounting principles; and expiration or the inability to renew tax rulings or tax holiday incentives.
Additionally, evaluating the need for, and amount of, a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all the positive and negative evidence available to determine whether all or some portion of deferred tax assets will not be realized. Because management believes it is more likely than not that the benefit from certain deferred tax assets will not be realized, valuation allowances of $70.4 million in the US and $11.5 million in foreign jurisdictions have been provided in recognition of these risks. If our assumptions change and it is determined that we will be able to realize tax benefits related to these deferred tax assets, we will realize a reduction in income tax expense in the year such valuation allowances are reversed.
We depend on agreements with our horsepersons and pari-mutuel clerks. Failure to renew or modify agreements on satisfactory terms could materially adversely affect us.
In the US, the Federal Interstate Horseracing Act of 1978, as amended (“FIHA”), and state law in West Virginia require that, in order to simulcast races, we have certain agreements with the horse owners and trainers at our racetrack. In addition, West Virginia requires applicants seeking to renew their gaming license to demonstrate they have an agreement regarding the proceeds of the gaming machines with a representative of a majority of (i) the horse owners and trainers, (ii) the pari-mutuel clerks, and (iii) the horse breeders. If we fail to present evidence of an agreement with horsemen at a track, we may not be permitted to conduct live racing and to export and import simulcasting at that track and through off-track wagering, and our video lottery license may not be renewed. In addition, our annual simulcast export agreements are subject to horsemen’s approval under FIHA. Simulcast import and export agreements require horsemen approval per West Virginia law.
In Canada, the Pari-Mutuel Betting Supervision Regulations require that in order to conduct pari-mutuel betting we have certain agreements with approved horsepersons addressing the sharing of revenue. If we fail to present evidence of an agreement with approved horsepersons, we may not be permitted to conduct live racing, export simulcasting and teletheatre wagering. If we are unable to conduct live racing, our license to operate a REC may not be renewed.
Failure to renew or modify existing agreements on satisfactory terms could have a material adverse effect on our financial position, results of operations and cash flows.
Any violation of the Foreign Corrupt Practices Act or any other similar anti-corruption laws could have a negative impact on us.
A portion of our revenue is derived from operations outside the United States, which exposes us to complex foreign and US regulations inherent in doing cross-border business and in each of the countries in which we transact business. We are subject to compliance with the US FCPA and other similar anti-corruption laws, which generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. While our employees and agents are required to comply with these laws, we cannot be sure that our internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics. Violations of these laws may result in severe criminal and civil sanctions as well as other penalties, and the SEC and US Department of Justice have increased their enforcement activities with respect to the FCPA. The occurrence or allegation of these types of risks may adversely affect our business, performance, prospects, value, financial condition, and results of operations.
Any failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our business.
The development of intellectual property is part of our overall business strategy. Although our business as a whole is not dependent on our trademarks or other intellectual property, we seek to establish and maintain our proprietary rights in our business operation through the use of trademarks. We file applications for, and obtain trademarks in, the United States and in foreign countries where we believe filing for such protection is appropriate. Despite our efforts to protect our proprietary rights, parties may infringe our trademarks and our rights may be invalidated or unenforceable. The laws of some foreign countries do not protect proprietary rights to as great an extent as the laws of the United States. Monitoring the unauthorized use of our intellectual property is difficult. Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of resources. We cannot assure you that all of the steps we have taken to protect our trademarks in the United States and foreign countries will be adequate to prevent imitation of our trademarks by others. The unauthorized use or reproduction of our trademarks could diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could adversely affect our business.
Human Capital Risks
The loss of key personnel could have a material adverse effect on us.
We are highly dependent on the services of Erwin Haitzmann and Peter Hoetzinger, our founders and Co-Chief Executive Officers, and other members of our senior management team. The agreements through which we retain Erwin Haitzmann and Peter Hoetzinger provide that, under some circumstances, the departure of one executive could allow the other to leave for cause. Our ability to retain key personnel is affected by the competitiveness of our compensation packages and the other terms and conditions of employment, our continued ability to compete effectively against other gaming companies and our growth prospects. The loss of the services of any of these individuals could have a material adverse effect on our business, financial condition and results of operations.
Our business, financial condition, and results of operations may be harmed by staff shortages, work stoppages and other labor issues.
Our ability to attract and retain employees has caused and may in the future cause us to reduce casino operating hours or close certain amenities at our properties which could negatively impact guest loyalty and operating results. We have adjusted, and if required we plan to continue to adjust, operating hours for food and beverage outlets, and hotel and convention spaces where we are impacted by staffing challenges. We have employees in Poland who belong to trade unions that have the right to approve changes in pay for union employees at CPL. In the United States, there are employees at our West Virginia and Maryland casinos who belong to unions and have collective bargaining agreements with the casinos. A lengthy strike or other work stoppage at our casino properties with unions could have an adverse effect on our business and results of operations. Our other employees in the US and Canada are not covered by collective bargaining agreements. From time to time, we have experienced attempts to unionize certain of our non-union employees. If a union seeks to organize any of our employees, we could experience disruption in our business and incur significant costs, both of which could have a material adverse effect on our results of operations and financial condition. If a union were successful in organizing any of our employees, we could experience significant increases in our labor costs which could also have a material adverse effect on our business, financial condition, and results of operations. In addition, changes to labor laws or prevailing market conditions could lead to increased labor costs that could have an adverse impact on our profitability.
Common Stock and Stockholder Risks
Certain anti-takeover measures we have adopted may limit our ability to consummate transactions that some of our security holders might otherwise support.
We have a fair price business combination provision in our certificate of incorporation, which requires approval of certain business combinations and other transactions by holders of 80% of our outstanding shares of voting stock. In addition, our certificate of incorporation allows our Board to issue shares of preferred stock without stockholder approval. These provisions generally have the effect of requiring that any party seeking to acquire us negotiate with our Board in order to structure a business combination with us. This may have the effect of depressing the price of our common stock due to the possibility that certain transactions that our stockholders might favor could be precluded by these provisions.
Stockholders may be required to dispose of their shares of our common stock if they are found unsuitable by gaming authorities.
Gaming authorities in the US and Canada generally can require that any beneficial owner of our common stock and other securities file an application for a finding of suitability. If a gaming authority requires a record or beneficial owner of our securities to file a suitability application, the owner must apply for a finding of suitability within 30 days or at an earlier time prescribed by the gaming authority. The gaming authority has the power to investigate an owner's suitability, and the owner must pay all costs of the investigation. If the owner is found unsuitable, then the owner may be required by law to dispose of our securities. Our certificate of incorporation also provides us with the right to repurchase shares of our common stock from certain beneficial owners declared by gaming regulators to be unsuitable holders of our equity securities, and the price we pay to any such beneficial owner may be below the price such beneficial owner would otherwise accept for his or her shares of our common stock.
General Risk Factors
We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.
From time to time, we are defendants in various lawsuits and gaming regulatory proceedings relating to matters incidental to our business. As with all litigation, no assurance can be provided as to the outcome of these matters and, in general, litigation can be expensive and time consuming. We may not be successful in the defense or prosecution of our current or future legal proceedings,
which could result in settlements or damages that could significantly impact our business, financial condition and results of operations.
We have recorded and may be required in the future to record impairment losses related to assets we currently carry on our balance sheet.
Accounting rules require that we make certain estimates and assumptions related to our determinations as to the future recoverability of a significant portion of our assets. If we were to determine that the values of these assets carried on our balance sheet are impaired due to adverse changes in our business or otherwise, we may be required to record an impairment charge to write down the value of these assets, which would adversely affect our results during the period in which we recorded the impairment charge. In the fourth quarter of 2024, we impaired $70.2 million related to goodwill at the Nugget and Rocky Gap. See Note 4 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report for more information on our goodwill and other intangible assets.
Fluctuations in currency exchange rates and currency controls in foreign countries could adversely affect our business.
The revenue generated and expenses incurred at our casinos in Canada and Poland are generally denominated in Canadian dollars and Polish zloty, respectively. Decreases in the value of these currencies in relation to the value of the US dollar have decreased the operating profit from our foreign operations when translated into US dollars, which has adversely affected our consolidated results of operations, and such decreases may occur in the future. In addition, we may expand our operations into other countries and, accordingly, we could face similar exchange rate risk with respect to the costs of doing business in such countries as a result of any increases in the value of the US dollar in relation to the currencies of such countries. We do not currently hedge our exposure to fluctuations of these foreign currencies, and there is no guarantee that we will be able to successfully hedge any future foreign currency exposure.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
In addition, we
controls and/or training. Our teams evaluate the risk profile of third-party service providers, considering key risk factors such as cybersecurity measures, data privacy policies, and regulatory compliance. We maintain communication channels with key third-party service providers to assess and respond to potential impacts of incidents within a service provider’s organization. We rely on our third parties to communicate such incidents to us in a timely manner. Beyond cybersecurity assessments, our teams conduct a structured due diligence process as part of our vendor compliance program for third-party providers that meet specific criteria set by us. We use third-party risk management services to evaluate additional risk factors, including but not limited to past or pending litigation, criminal history, derogatory information, and financial stability.
Item 2. Properties.
The following table sets forth the location, applicable reportable segment, size and description of certain types of gaming facilities at each of our casinos as of December 31, 2025:
Summary of Property Information
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Segment/Property | Year Opened / Acquired |
| Approximate Casino Square Footage |
| Acreage |
| Slot / Electronic Gaming Machines (#) (1) |
| Tables (#) (1) |
| Hotel Rooms |
| Racetrack |
US East |
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Mountaineer Casino, Resort & Races (2) | 2019 |
| 66,152 |
| 1,528.1 |
| 1,045 |
| 26 |
| 357 |
| 1 |
Rocky Gap Casino, Resort & Golf (2) | 2023 |
| 25,447 |
| 270.0 |
| 630 |
| 12 |
| 198 |
| — |
Subtotal |
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| 91,599 |
| 1,798.1 |
| 1,675 |
| 38 |
| 555 |
| 1 |
US Midwest |
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Century Casino & Hotel - Cape Girardeau (2) | 2019 |
| 45,536 |
| 19.1 |
| 813 |
| 23 |
| 69 |
| — |
Century Casino & Hotel - Caruthersville (2)(3) | 2019 |
| 27,000 |
| 38.2 |
| 579 |
| 7 |
| 74 |
| — |
Century Casino & Hotel - Central City | 2006 |
| 22,640 |
| 1.3 |
| 409 |
| — |
| 26 |
| — |
Century Casino & Hotel - Cripple Creek | 1996 |
| 19,610 |
| 3.5 |
| 377 |
| — |
| 21 |
| — |
Subtotal |
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| 114,786 |
| 62.1 |
| 2,178 |
| 30 |
| 190 |
| — |
US West |
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Nugget Casino Resort (4) | 2023 |
| 72,100 |
| 25.1 |
| 907 |
| 22 |
| 1,382 |
| — |
Canada |
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Century Casino & Hotel - Edmonton (2) | 2006 |
| 24,685 |
| 6.0 |
| 792 |
| 23 |
| 26 |
| — |
Century Casino St. Albert (2) | 2016 |
| 12,951 |
| 7.1 |
| 432 |
| 10 |
| — |
| — |
Century Mile Racetrack and Casino (2) | 2019 |
| 19,407 |
| 100.1 |
| 581 |
| — |
| — |
| 1 |
Century Downs Racetrack and Casino (2) | 2015 |
| 17,549 |
| 57.3 |
| 660 |
| — |
| — |
| 1 |
Subtotal |
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| 74,592 |
| 170.5 |
| 2,465 |
| 33 |
| 26 |
| 2 |
Poland |
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Casinos Poland (5) | 2007 |
| 54,909 |
| — |
| 337 |
| 76 |
| — |
| — |
Total |
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| 407,986 |
| 2,055.8 |
| 7,562 |
| 199 |
| 2,153 |
| 3 |
(1)Machine and table counts are reported as the total number of machines as of December 31, 2025. In Canada, slot/electronic gaming machines include video lottery terminals.
(2)Subsidiaries of VICI PropCo own the real estate assets underlying these properties, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville. Subsidiaries of the Company lease these properties under the Master Lease with subsidiaries of VICI PropCo.
(3)Includes The Farmstead.
(4)The land and building are owned by Smooth Bourbon. We own 50% of Smooth Bourbon.
(5)As of December 31, 2025, Casinos Poland operated five separate casinos in leased building spaces, including hotels, throughout Poland. A sixth casino opened in February 2026. For the locations of these casinos, see “Additional Property Information” below.
Additional Property Information
As of December 31, 2025, our US subsidiaries and the parent of our Canadian subsidiaries were pledged as collateral for our obligations under our credit agreement (“Goldman Credit Agreement”) with Goldman Sachs Bank USA (“Goldman”). As of December 31, 2025, a parcel of land in Kolbaskowo, Poland owned by Casinos Poland is secured by a bank guarantee with mBank S.A. (“mBank”). See Note 5 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report.
Corporate Offices – We lease approximately 13,200 square feet of office space in Colorado Springs, Colorado and approximately 2,500 square feet of office space in Vienna, Austria for corporate and administrative purposes.
Poland – The following table summarizes information about CPL’s casinos as of December 31, 2025(1).
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City | Location | License Expiration | Number of Slots | Number of Tables |
Warsaw | Warsaw Presidential Hotel | September 2028 | 70 | 35 |
Bielsko-Biala (2) | Hotel Grepielnia | February 2030 | 57 | 5 |
Katowice (2) | Metropol Hotel Katowice | February 2030 | 70 | 13 |
Wroclaw (3) | Polonia Hotel | December 2029 | 70 | 14 |
Lodz | Manufaktura Entertainment Complex | June 2030 | 70 | 9 |
Wroclaw (4) | Korona Hotel | March 2031 | — | — |
(1)A detailed description of the regulations applicable to CPL licenses and our ability to obtain new licenses for our locations on their expiration is contained in Exhibit 99.1 to this report, which is incorporated herein by reference.
(2)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 reopened the full gaming floor at the Katowice casino in May 2025 following regulatory approval.
(3)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.
(4)We were awarded a license for a second location in Wroclaw in March 2025. We opened the casino in February 2026 with 41 slot machines and five table games.
Master Lease
In December 2019, certain subsidiaries of the Company and certain subsidiaries of VICI PropCo entered into a sale and leaseback transaction in connection with the 2019 Acquisition and entered into the Master Lease to lease the real estate assets. Mountaineer, Cape Girardeau, Caruthersville, Rocky Gap and our Canadian subsidiaries are currently subject to the Master Lease.
The Master Lease has been amended since 2019 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 by 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. We elected to defer the cash payments related to the increase in initial annualized rent for 12 months, and the deferred rent is being paid over a six month period that began 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 ($12.6 million based on the exchange rate on December 31, 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). In addition, the portion of the Master Lease attributable to the Century Canadian Portfolio has a maximum 2.5% annual escalator increase.
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 scheduled 2026 rent payments under the Master Lease, including a CPI increase, are approximately $67.3 million. The rent payments are subject to annual escalations during the lease term. The Master Lease has an initial term of 15 years with no purchase option. In the December 2022 amendment of the Master Lease, we exercised our first five year renewal term. At our option, the Master Lease may be extended for up to three additional five year renewal terms beyond the 20 year term. The renewal terms are effective as to all, but not less than all, of the properties then subject to the Master Lease. We do not have the ability to terminate our obligations under the Master Lease prior to its expiration without the lessor’s consent.
The Master Lease has a triple-net structure, which requires us to pay substantially all costs associated with the properties, including real estate taxes, insurance, utilities, maintenance and operational costs. The Master Lease contains certain covenants, including minimum capital improvement expenditures. Century Casinos, Inc. has provided a guarantee of our subsidiaries’ obligations under the Master Lease. We account for the sale-leaseback transactions involving the Master Lease as failed sale-leasebacks, and therefore the Master Lease is accounted for as a financing obligation. For additional information regarding the Master Lease, see Note 6 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report.
Nugget Casino Lease
The land, buildings, structures and other improvements of the Nugget Casino are leased from Smooth Bourbon (the “Nugget Lease”). We own 50% of Smooth Bourbon and consolidate it as a subsidiary for which we have a controlling interest. As such the finance lease asset, finance lease liability, revenue and expense are eliminated upon consolidation and the 50% of Smooth Bourbon’s income attributable to Marnell is recorded as non-controlling interest. We distribute dividends to Marnell for its 50% ownership interest in Smooth Bourbon. The dividends consist of rent from the Nugget Lease offset by operating costs of Smooth Bourbon and are recorded as dividends to non-controlling partners in our consolidated statement of cash flows. The scheduled 2026 rent payments under the Nugget Lease attributable to Marnell’s 50% ownership of Smooth Bourbon are $7.9 million. The rent payments are subject to annual escalations during the lease term. The Nugget Lease has an initial term of 35 years and a purchase option if Century purchases the remaining 50% of Smooth Bourbon. At our option, the Nugget Lease may be extended for up to four additional five year renewal terms. The Nugget Lease has a triple-net structure, which requires us to pay substantially all costs associated with the property, including real estate taxes, insurance, utilities, maintenance and operational costs. The Nugget Lease contains certain covenants, including minimum capital improvement expenditure requirements. Century Casinos, Inc. has provided a guarantee of the Nugget’s obligations under the Master Lease.
Item 3. Legal Proceedings.
We are not a party to any pending litigation that, in management’s opinion, could have a material effect on our financial position or results of operations except as disclosed in Note 15 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report.
Item 4. Mine Safety Disclosures.
Not applicable.
Information about our Executive Officers
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Name | Age | Position Held |
Erwin Haitzmann | 72 | Chairman of the Board and Co-Chief Executive Officer |
Peter Hoetzinger | 63 | Vice Chairman of the Board, Co-Chief Executive Officer and President |
Margaret Stapleton | 64 | Chief Financial Officer and Corporate Secretary |
Timothy Wright | 55 | Chief Accounting Officer and Corporate Controller |
Andreas Terler | 56 | Managing Director of Century Resorts Management GmbH and |
Nikolaus Strohriegel | 56 | Managing Director of Century Resorts Management GmbH and Executive Vice President |
Erwin Haitzmann holds a Doctorate and a Masters degree in Social and Economic Sciences from the University of Linz, Austria (1980), and has extensive casino gaming experience ranging from dealer through various casino management positions. Dr. Haitzmann has been employed full-time by us since 1993 and has been employed as either Chief Executive Officer or Co-Chief Executive Officer since March 1994.
Peter Hoetzinger received a Masters degree from the University of Linz, Austria (1986). He thereafter was employed in several managerial positions in the gaming industry with Austrian casino companies. Mr. Hoetzinger has been employed full-time by us since 1993 and has been Co-Chief Executive Officer since March 2005.
Margaret Stapleton was appointed Chief Financial Officer, effective October 2019, and Corporate Secretary, effective May 2010. She holds a Bachelor of Science degree in Accounting from Regis University, Denver, Colorado (2004) and has over 30 years of experience in corporate accounting and internal audit. Ms. Stapleton previously served as our Director of Internal Audit and
Compliance from 2005 until May 2010 and as our Executive Vice President, Principal Financial/Accounting Officer from May 2010 to October 2019.
Timothy Wright was appointed Chief Accounting Officer effective October 2019 and Corporate Controller effective May 2010. Mr. Wright holds a Bachelor of Science degree in Accounting from the University of Colorado, Colorado Springs, Colorado (1995) and has over 30 years of experience in corporate accounting and finance. Mr. Wright has been employed by us since 2007, including previously serving as our Vice President of Accounting from May 2010 to October 2019.
Andreas Terler is a Graduate Engineer in Applied Mathematics from the University of Graz, Austria (1994). Mr. Terler has been employed by us since 2006. He has served as Managing Director of CRM since February 2007 and Executive Vice President since February 2022. Mr. Terler previously served as Vice President of Operations from May 2011 to October 2019, Chief Information Officer from February 2006 to January 2022 and Senior Vice President, Operations – Missouri and West Virginia from October 2019 to February 2022.
Nikolaus Strohriegel received a Masters degree from the University of Vienna, Austria (1996). Mr. Strohriegel has been employed by us since 2007. He has served as Managing Director of CRM since January 2009 and Executive Vice President since February 2022. Mr. Strohriegel previously served as Vice President of Operations from March 2017 to October 2019 and Senior Vice President, Operations – Europe from October 2019 to February 2022.
PART II
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is traded in the United States on the Nasdaq Capital Market under the symbol “CNTY”. The following graph illustrates the cumulative shareholder return of our common stock during the period beginning December 31, 2020 through December 31, 2025, and compares it to the cumulative total return on the Nasdaq and the Dow Jones US Gambling Index. The comparison assumes a $100 investment on December 31, 2020, in our common stock and in each of the foregoing indices, and assumes reinvestment of dividends, if any. This table is not intended to forecast future performance of our common stock.
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| 12/20 |
| 12/21 |
| 12/22 |
| 12/23 |
| 12/24 |
| 12/25 |
CNTY |
| 100.00 |
| 190.61 |
| 110.02 |
| 76.37 |
| 50.70 |
| 20.81 |
Nasdaq |
| 100.00 |
| 121.39 |
| 81.21 |
| 116.47 |
| 149.83 |
| 180.33 |
Dow Jones US Gambling Index |
| 100.00 |
| 87.15 |
| 64.91 |
| 84.33 |
| 83.74 |
| 80.72 |
No dividends have been declared or paid by us. Declaration and payment of dividends, if any, in the future will be at the discretion of the Board.
At March 9, 2026, we had 115 holders of record of our common stock.
Issuer Repurchases
In March 2000, our Board approved and announced a discretionary program to repurchase up to $5.0 million of our outstanding common stock. In November 2009, our Board approved an increase of the amount available to be repurchased under the program to $15.0 million. The repurchase program has no set expiration or termination date and had approximately $10.8 million remaining as of December 31, 2025.
Beginning in May 2025, we have entered into 10b5-1 trading plans (the “Plans”) for the purpose of repurchasing shares of our outstanding common stock in accordance with the share repurchase program previously authorized by the Board. The Plans are intended to comply with Rule 10b5-1(c) under the Exchange Act. Repurchases of common stock under the Plans are being administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plans.
The Plans entered into during 2025 were as follows:
On May 14, 2025, we announced we entered into a Plan for the purpose of repurchasing up to $3.0 million of shares of our outstanding common stock. This Plan expired on July 31, 2025.
On August 11, 2025, we announced we entered into a Plan for the purpose of repurchasing up to $2.5 million of shares of our outstanding common stock. This Plan expired on December 31, 2025.
The table below details the repurchases made under the Plans during the three months ended December 31, 2025. During the three months ended December 31, 2025, there were no repurchases under our repurchase program outside of the Plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
| Total number of shares purchased |
|
| Average price paid per share |
|
| Total number of shares purchased as part of publicly announced plans |
|
| Approximate dollar amount that may yet be purchased under the plan |
Plan Adopted August 11, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
October 2025 |
|
| 174,696 |
|
| 2.39 |
|
| 174,696 |
|
| 1.1 |
November 2025 |
|
| 241,023 |
|
| 1.63 |
|
| 241,023 |
|
| 0.7 |
December 2025 |
|
| 506,579 |
|
| 1.39 |
|
| 506,579 |
|
| — |
Total |
|
| 922,298 |
|
| 1.64 |
|
| 922,298 |
|
|
|
On January 2, 2026, we announced we entered into a new Plan for the purpose of repurchasing up to $1.5 million of shares of our outstanding common stock. This Plan expires on May 10, 2026.
Item 6. Removed and Reserved.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements, Business Environment and Risk Factors
The following discussion should be read in conjunction with Part II, Item 8, “Financial Statements and Supplementary Data” of this report. Information contained in the following discussion of our results of operations and financial condition contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and, as such, is based on current expectations and is subject to certain risks and uncertainties. The reader should not place undue reliance on these forward-looking statements for many reasons, including those risks discussed under Item 1A, “Risk Factors,” and elsewhere in this report. See “Cautionary Statement Regarding Forward-Looking Information” that precedes Part I of this report. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.
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, the term “PLN” refers to Polish zloty and the term “GBP” refers to British pounds. Certain terms used in this Item 7 without definition are defined in Item 1, “Business” of this report.
Amounts presented in this Item 7 are rounded. As such, there may be rounding differences in period over period changes and percentages reported throughout this Item 7.
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.
During the fourth quarter of 2025, due to changes in expected long-term future economic characteristics, we determined that the aggregation of operating segments within the United States reportable segment was no longer appropriate. As a result, we reorganized our reportable segments to provide greater specificity within the United States. We aggregate all operating segments into five reportable segments based on the geographical locations in which our casinos operate: US East, US Midwest, US West, Canada and Poland. We view each casino or other operation within those markets as a reporting unit. 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 as of December 31, 2025.
|
|
Reportable Segment and Operating Segment | Reporting Unit |
US East | Mountaineer Casino, Resort & Races (1) |
| Rocky Gap Casino, Resort & Golf (1) |
US Midwest | Century Casino & Hotel Central City |
| Century Casino & Hotel Cripple Creek |
| Century Casino & Hotel Cape Girardeau and The Riverview (1) |
| Century Casino & Hotel Caruthersville and The Farmstead (1) |
US West | Nugget Casino Resort and Smooth Bourbon, LLC |
Canada | Century Casino & Hotel Edmonton (1) |
| Century Casino St. Albert (1) |
| Century Mile Racetrack and Casino (1) |
| Century Downs Racetrack and Casino (1) |
Poland | Casinos Poland |
(1)The real estate assets, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, are owned by VICI PropCo and leased to us under the Master Lease.
We have controlling financial interests through our subsidiary CRM in the following reporting units:
We have a 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% in 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 and owns and operates casinos throughout Poland. See Item 2, “Properties”, above for a list of casinos operating as of December 31, 2025.
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.
We have additional business activities including certain other corporate and management operations that are not included in our reportable segments that are presented for reconciliation purposes as Corporate and Other.
Strategic Review Process
In August 2025, we announced that our Board initiated a comprehensive strategic review of our operations, capital structure and strategic growth options. The review is exploring a range of potential strategic alternatives for our assets and businesses aimed at enhancing shareholder value and supporting long-term growth. These alternatives may include opportunities to unlock value within our existing property portfolio, optimize our capital structure, evaluate potential mergers, strategic partnerships, or the sale of the Company, and 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.
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
As detailed further in Item 1, “2025 Business Developments”, on December 1, 2025 through a partnership with BetMGM we began operating a sports book at Cape Girardeau and an online and mobile sports betting application under our license in Missouri.
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.
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 year |
|
| ||
|
| ended December 31, |
| % Change | ||
Average Rates |
| 2025 |
| 2024 |
| 2025/2024 |
Canadian dollar (CAD) |
| 1.3979 |
| 1.3696 |
| (2.1%) |
Euros (EUR) |
| 0.8871 |
| 0.9244 |
| 4.0% |
Polish zloty (PLN) |
| 3.7608 |
| 3.9807 |
| 5.5% |
Source: Xe Currency Converter | ||||||
|
|
|
|
|
|
|
We recognize in our statement 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 our casinos in Canada and Poland are generally denominated in Canadian dollars and Polish zloty, respectively. 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. See Note 2 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.
DISCUSSION OF RESULTS
Years ended December 31, 2025 and 2024
Century Casinos, Inc. and Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
|
|
|
|
| ||||
|
| ended December 31, |
|
| 2025/2024 | ||||||
Amounts in thousands |
|
| 2025 |
|
| 2024 |
|
| $ Change |
| % Change |
Gaming revenue |
| $ | 422,430 |
| $ | 419,948 |
| $ | 2,482 |
| 0.6% |
Pari-mutuel, sports betting and iGaming revenue |
|
| 19,835 |
|
| 19,016 |
|
| 819 |
| 4.3% |
Hotel Revenue |
|
| 49,087 |
|
| 48,253 |
|
| 834 |
| 1.7% |
Food and beverage revenue |
|
| 57,131 |
|
| 58,947 |
|
| (1,816) |
| (3.1%) |
Other revenue |
|
| 24,492 |
|
| 29,755 |
|
| (5,263) |
| (17.7%) |
Net operating revenue |
|
| 572,975 |
|
| 575,919 |
|
| (2,944) |
| (0.5%) |
Gaming expenses |
|
| (224,802) |
|
| (225,466) |
|
| (664) |
| (0.3%) |
Pari-mutuel, sports betting and iGaming expenses |
|
| (22,806) |
|
| (22,234) |
|
| 572 |
| 2.6% |
Hotel expenses |
|
| (19,333) |
|
| (18,883) |
|
| 450 |
| 2.4% |
Food and beverage expenses |
|
| (50,213) |
|
| (52,416) |
|
| (2,203) |
| (4.2%) |
Other expenses |
|
| (9,372) |
|
| (11,381) |
|
| (2,009) |
| (17.7%) |
General and administrative expenses |
|
| (144,249) |
|
| (147,912) |
|
| (3,663) |
| (2.5%) |
Depreciation and amortization |
|
| (50,921) |
|
| (49,595) |
|
| 1,326 |
| 2.7% |
Impairment - goodwill |
|
| — |
|
| (70,189) |
|
| (70,189) |
| (100.0%) |
Total operating costs and expenses |
|
| (521,696) |
|
| (598,076) |
|
| (76,380) |
| (12.8%) |
Earnings (loss) from operations |
|
| 51,279 |
|
| (22,157) |
|
| 73,436 |
| 331.4% |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| (2,748) |
|
| (26,631) |
|
| 23,883 |
| 89.7% |
Net earnings attributable to non-controlling interests |
|
| (7,520) |
|
| (7,085) |
|
| (435) |
| (6.1%) |
Net loss attributable to Century Casinos, Inc. shareholders |
|
| (61,416) |
|
| (153,601) |
|
| 92,185 |
| 60.0% |
Adjusted EBITDAR (1) |
| $ | 105,377 |
| $ | 102,678 |
| $ | 2,699 |
| 2.6% |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Century Casinos, Inc. shareholders | |||||||||||
Basic |
| $ | (2.04) |
| $ | (5.02) |
| $ | 2.98 |
| 59.4% |
Diluted |
| $ | (2.04) |
| $ | (5.02) |
| $ | 2.98 |
| 59.4% |
|
|
|
|
|
|
|
|
|
|
|
|
(1)For a discussion of Adjusted EBITDAR and reconciliation of Adjusted EBITDAR to net loss attributable to Century Casinos, Inc. shareholders, see “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” below in this Item 7.
Comparability Impacts
Items impacting year-over-year comparability of the results include the following:
Impairment of Goodwill (US East and US West - 2024) – We determined that goodwill related to the Nugget and Rocky Gap was impaired during the year ended December 31, 2024. As a result of the impairments, we recorded $70.2 million to impairment – goodwill for the year ended December 31, 2024.
On July 30, 2024, we announced we were replacing the management team at the Nugget. During the annual forecast process that began in mid-fourth quarter 2024, the new management team revised the future operating results assumptions due to revised future performance expectations based on estimated future market conditions and analysis of the property’s sustained decrease in performance since its acquisition. As a result, we fully impaired goodwill at the Nugget based on these updated assumptions.
During the annual forecast process that began mid-fourth quarter 2024, the management team at Rocky Gap revised the future operating results assumptions due to delays in the execution of the planned player engagement strategy. As a result, we fully impaired goodwill at Rocky Gap based on these updated assumptions.
Valuation Allowance (2024) – Income tax expense was primarily impacted by the recording of a valuation allowance on our net deferred tax assets related to our operations within the United States for the year ended December 31, 2024.
Sports Betting (Colorado - 2024) – In 2024, we mutually agreed to cancel two of our sports betting agreements in Colorado. The Circa Sports (“Circa”) agreement was terminated in May 2024 and the Tipico Group Ltd. (“Tipico”) agreement was terminated in July 2024. As part of the Circa 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. As part of the Tipico termination agreement, we received a payment of $1.6 million that included sports betting revenue owed from November 2023 to June 2024 and a breakage fee of $1.0 million. The breakage fees were recorded as other revenue on our consolidated statement of loss, resulting in $1.7 million in other revenue for the year ended December 31, 2024.
Sports Betting (Missouri - 2025) – On December 1, 2025, we opened a retail sportsbook at Cape Girardeau and began offering online sports betting through an agreement with BetMGM. The agreement includes a percentage of net gaming revenue payable to us, with a guaranteed minimum.
Weather – 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 decreased by ($2.9) million, or (0.5%), for the year ended December 31, 2025 compared to the year ended December 31, 2024. Following is a breakout of net operating revenue by reportable segment for the year ended December 31, 2025 compared to the year ended December 31, 2024.
US East decreased by ($2.1) million, or (1.2%).
US Midwest increased by $3.3 million, or 2.0%.
US West decreased by ($7.9) million, or (9.1%).
Canada decreased by ($0.4) million, or (0.5%).
Poland increased by $4.3 million, or 5.3%.
Operating costs and expenses decreased by ($76.4) million, or (12.8%), for the year ended December 31, 2025 compared to the year ended December 31, 2024. Following is a breakout of operating costs and expenses by reportable segment for the year ended December 31, 2025 compared to the year ended December 31, 2024. Corporate and Other is included for reconciliation purposes.
US East decreased by ($29.8) million, or (15.9%).
US Midwest increased by $3.0 million, or 2.5%.
US West decreased by ($50.6) million, or (37.6%).
Canada decreased by ($0.5) million, or (0.8%).
Poland increased by $1.9 million, or 2.3%.
Corporate and Other decreased by ($0.3) million, or (2.2%).
Earnings from operations increased by $73.4 million, or 331.4%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. Following is a breakout of earnings from operations by reportable segment for the year ended December 31, 2025 compared to the year ended December 31, 2024. Corporate and Other is included for reconciliation purposes.
US East increased by $27.7 million, or 175.4%.
US Midwest increased by $0.3 million, or 0.7%.
US West increased by $42.7 million, or 90.5%.
Canada increased by $0.1 million, or 0.6%.
Poland increased by $2.4 million, or 63.6%.
Corporate and Other increased by $0.3 million, or 2.0%.
Net loss attributable to Century Casinos, Inc. shareholders decreased by ($92.2) million, or (60.0%), for the year ended December 31, 2025 compared to the year ended December 31, 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. In 2024, net loss attributable to Century Casinos, Inc. shareholders was impacted by the valuation allowance on our net deferred tax assets related to our United States operations during the second quarter of 2024, and by the impairment of goodwill at the Nugget and Rocky Gap during the fourth quarter of 2024 as detailed above. Interest expense, primarily from the Goldman Credit Agreement and the Master Lease, negatively impacts net loss attributable to Century Casinos, Inc. shareholders. For a discussion of these items, see “Non-Operating Income (Expense)” and “Taxes” below in this Item 7.
For details regarding these results, see “Reportable Segments” below.
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-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-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 earnings, 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-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 earnings, because it excludes the rent expense associated with our Master Lease and certain other items.
The reconciliation of Adjusted EBITDAR to net (loss) earnings attributable to Century Casinos, Inc. shareholders is presented below.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year ended December 31, 2025 | ||||||||||||||||||||
Amounts in thousands |
|
| US |
|
| US |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
| $ | (14,161) |
| $ | 16,069 |
| $ | (11,716) |
| $ | 1,639 |
| $ | (1,110) |
| $ | (52,137) |
| $ | (61,416) |
Interest income |
|
| — |
|
| (121) |
|
| — |
|
| (356) |
|
| (20) |
|
| (820) |
|
| (1,317) |
Interest expense (2) |
|
| 26,019 |
|
| 26,629 |
|
| — |
|
| 13,598 |
|
| 224 |
|
| 38,313 |
|
| 104,783 |
Income tax expense |
|
| — |
|
| 404 |
|
| — |
|
| 1,153 |
|
| 308 |
|
| 883 |
|
| 2,748 |
Depreciation and amortization |
|
| 15,372 |
|
| 15,340 |
|
| 13,481 |
|
| 4,371 |
|
| 2,285 |
|
| 72 |
|
| 50,921 |
Net earnings (loss) attributable to non-controlling interests |
|
| — |
|
| — |
|
| 7,206 |
|
| 869 |
|
| (555) |
|
| — |
|
| 7,520 |
Non-cash stock-based compensation |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,128 |
|
| 1,128 |
Loss (gain) on foreign currency transactions, cost recovery income and other (3) |
|
| 1 |
|
| — |
|
| 36 |
|
| (851) |
|
| (277) |
|
| (2) |
|
| (1,093) |
Loss (gain) on disposition of fixed assets |
|
| 46 |
|
| 47 |
|
| 47 |
|
| (124) |
|
| 74 |
|
| — |
|
| 90 |
Pre-opening and termination expenses |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 2,013 |
|
| — |
|
| 2,013 |
Adjusted EBITDAR |
| $ | 27,277 |
| $ | 58,368 |
| $ | 9,054 |
| $ | 20,299 |
| $ | 2,942 |
| $ | (12,563) |
| $ | 105,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in our reportable segments. Information is presented for reconciliation purposes.
(2)See “Non-Operating (Expense) Income – Interest expense” below for a breakdown of interest expense and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.
(3)Includes $1.0 million related to cost recovery income for CDR in the Canada segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year ended December 31, 2024 | ||||||||||||||||||||
Amounts in thousands |
|
| US |
|
| US |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net (loss) earnings attributable to Century Casinos, Inc. shareholders |
| $ | (47,106) |
| $ | 6,542 |
| $ | (61,289) |
| $ | 3,390 |
| $ | (1,909) |
| $ | (53,229) |
| $ | (153,601) |
Interest income |
|
| — |
|
| (167) |
|
| (1) |
|
| (1,163) |
|
| (80) |
|
| (1,233) |
|
| (2,644) |
Interest expense (2) |
|
| 25,575 |
|
| 22,159 |
|
| — |
|
| 13,707 |
|
| 39 |
|
| 41,887 |
|
| 103,367 |
Income tax expense (benefit) |
|
| 5,748 |
|
| 14,197 |
|
| 7,029 |
|
| 1,010 |
|
| (237) |
|
| (1,116) |
|
| 26,631 |
Depreciation and amortization |
|
| 15,929 |
|
| 14,172 |
|
| 13,153 |
|
| 4,368 |
|
| 1,811 |
|
| 162 |
|
| 49,595 |
Net earnings (loss) attributable to non-controlling interests |
|
| — |
|
| — |
|
| 7,097 |
|
| 943 |
|
| (955) |
|
| — |
|
| 7,085 |
Non-cash stock-based compensation |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 66 |
|
| 66 |
Loss (gain) on foreign currency transactions, cost recovery income and other (3) |
|
| — |
|
| 24 |
|
| — |
|
| (2,057) |
|
| (584) |
|
| (356) |
|
| (2,973) |
Impairment - goodwill (4) |
|
| 26,473 |
|
| — |
|
| 43,716 |
|
| — |
|
| — |
|
| — |
|
| 70,189 |
Loss (gain) on disposition of fixed assets |
|
| 409 |
|
| 135 |
|
| (4) |
|
| (36) |
|
| 953 |
|
| — |
|
| 1,457 |
Acquisition costs |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (19) |
|
| (19) |
Pre-opening and termination expenses |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 3,525 |
|
| — |
|
| 3,525 |
Adjusted EBITDAR |
| $ | 27,028 |
| $ | 57,062 |
| $ | 9,701 |
| $ | 20,162 |
| $ | 2,563 |
| $ | (13,838) |
| $ | 102,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in our reportable segments. Information is presented for reconciliation purposes.
(2)See “Non-Operating (Expense) Income – Interest expense” below for a breakdown of interest expense and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.
(3)Includes $1.1 million related to cost recovery income for CDR in the Canada segment.
(4)Related to the impairment of goodwill at the Nugget and Rocky Gap.
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 were it to become due simultaneously. The reconciliation of Net Debt is presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
| December 31, 2025 |
| December 31, 2024 | ||
Total long-term debt, including current portion |
| $ | 328,931 |
| $ | 328,156 |
Deferred financing costs |
|
| 8,759 |
|
| 11,454 |
Total principal |
| $ | 337,690 |
| $ | 339,610 |
Less: Cash and cash equivalents |
| $ | 68,921 |
| $ | 98,769 |
Net Debt |
| $ | 268,769 |
| $ | 240,841 |
|
|
|
|
|
|
|
RESULTS OF OPERATIONS - REPORTABLE SEGMENTS
The following discussion provides further detail of consolidated results by reportable segment.
|
|
|
|
|
|
|
|
|
|
|
|
US East |
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
|
|
|
|
| ||||
|
| ended December 31, |
|
| 2025/2024 | ||||||
Amounts in thousands |
|
| 2025 |
|
| 2024 |
|
| $ Change |
| % Change |
Gaming revenue |
| $ | 123,626 |
| $ | 128,908 |
| $ | (5,282) |
| (4.1%) |
Pari-mutuel, sports betting and iGaming revenue |
|
| 9,100 |
|
| 7,708 |
|
| 1,392 |
| 18.1% |
Hotel revenue |
|
| 17,054 |
|
| 15,088 |
|
| 1,966 |
| 13.0% |
Food and beverage revenue |
|
| 14,069 |
|
| 14,668 |
|
| (599) |
| (4.1%) |
Other revenue |
|
| 5,647 |
|
| 5,268 |
|
| 379 |
| 7.2% |
Net operating revenue |
|
| 169,496 |
|
| 171,640 |
|
| (2,144) |
| (1.2%) |
Gaming expenses |
|
| (88,512) |
|
| (91,128) |
|
| (2,616) |
| (2.9%) |
Pari-mutuel, sports betting and iGaming expenses |
|
| (7,052) |
|
| (6,798) |
|
| 254 |
| 3.7% |
Hotel expenses |
|
| (5,544) |
|
| (5,465) |
|
| 79 |
| 1.4% |
Food and beverage expenses |
|
| (9,595) |
|
| (9,692) |
|
| (97) |
| (1.0%) |
Other expenses |
|
| (2,490) |
|
| (2,412) |
|
| 78 |
| 3.2% |
General and administrative expenses |
|
| (29,026) |
|
| (29,526) |
|
| (500) |
| (1.7%) |
Depreciation and amortization |
|
| (15,372) |
|
| (15,929) |
|
| (557) |
| (3.5%) |
Impairment - goodwill |
|
| — |
|
| (26,473) |
|
| (26,473) |
| (100.0%) |
Total operating costs and expenses |
|
| (157,591) |
|
| (187,423) |
|
| (29,832) |
| (15.9%) |
Earnings (loss) from operations |
|
| 11,905 |
|
| (15,783) |
|
| 27,688 |
| 175.4% |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| — |
|
| (5,748) |
|
| 5,748 |
| 100.0% |
Net loss attributable to Century Casinos, Inc. shareholders |
|
| (14,161) |
|
| (47,106) |
|
| 32,945 |
| 69.9% |
Adjusted EBITDAR |
| $ | 27,277 |
| $ | 27,028 |
| $ | 249 |
| 0.9% |
The Happy Valley Casino in Pennsylvania is expected to open in spring 2026. This casino, which is 112 miles from Rocky Gap, is expected to increase competition for Rocky Gap and could have a negative impact on our results of operations in Maryland. We believe our marketing efforts to surrounding areas such as Baltimore and Washington D.C. and the other non-casino amenities that our property offers, such as our golf course, will minimize the potential impact of this competitor on Rocky Gap's performance.
We partner with sports betting operators that conduct sports wagering at our West Virginia location. The agreement provides for a share of net gaming revenue. In addition, we operate internet and mobile interactive gaming applications in West Virginia with two iGaming partners. The agreements provide for a share of net iGaming revenue.
2025 compared to 2024
The following discussion highlights results for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Winter weather negatively impacted the properties during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Decreased net operating revenue was due to increased promotional allowances at both properties and decreased gaming revenue at our Mountaineer property, offset by increased gaming revenue and increased hotel revenue due to increases in room rates at our Rocky Gap property and increased pari-mutuel revenue at our Mountaineer property. At our Rocky Gap property, the golf course was closed for the majority of the first quarter of 2025 due to winter weather, which impacted gaming, hotel and food and beverage
revenue. Decreased operating costs and expenses were due to decreased gaming-related, maintenance and insurance expenses, partially offset by increased payroll expense.
Additional information about pari-mutuel, sports betting and iGaming revenue in the US East reportable segment is provided below.
|
|
|
|
|
|
|
|
| For the year | ||||
|
| ended December 31, | ||||
Amounts in millions |
|
| 2025 |
|
| 2024 |
Pari-mutuel revenue |
| $ | 6.2 |
| $ | 5.7 |
Sports betting revenue |
|
| 0.3 |
|
| 0.2 |
iGaming revenue |
|
| 2.6 |
|
| 1.8 |
|
| $ | 9.1 |
| $ | 7.7 |
|
|
|
|
|
|
|
A reconciliation of Adjusted EBITDAR to net loss attributable to Century Casinos, Inc. shareholders for this reportable segment can be found in the “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above in this Item 7.
|
|
|
|
|
|
|
|
|
|
|
|
US Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
|
|
|
|
| ||||
|
| ended December 31, |
|
| 2025/2024 | ||||||
Amounts in thousands |
|
| 2025 |
|
| 2024 |
|
| $ Change |
| % Change |
Gaming revenue |
| $ | 146,681 |
| $ | 142,305 |
| $ | 4,376 |
| 3.1% |
Pari-mutuel, sports betting and iGaming revenue |
|
| 1,084 |
|
| 1,817 |
|
| (733) |
| (40.3%) |
Hotel revenue |
|
| 5,641 |
|
| 4,589 |
|
| 1,052 |
| 22.9% |
Food and beverage revenue |
|
| 7,407 |
|
| 7,340 |
|
| 67 |
| 0.9% |
Other revenue |
|
| 2,997 |
|
| 4,485 |
|
| (1,488) |
| (33.2%) |
Net operating revenue |
|
| 163,810 |
|
| 160,536 |
|
| 3,274 |
| 2.0% |
Gaming expenses |
|
| (58,996) |
|
| (57,909) |
|
| 1,087 |
| 1.9% |
Pari-mutuel, sports betting and iGaming expenses |
|
| (74) |
|
| — |
|
| 74 |
| 100.0% |
Hotel expenses |
|
| (2,858) |
|
| (2,480) |
|
| 378 |
| 15.2% |
Food and beverage expenses |
|
| (7,374) |
|
| (7,946) |
|
| (572) |
| (7.2%) |
Other expenses |
|
| (342) |
|
| (388) |
|
| (46) |
| (11.9%) |
General and administrative expenses |
|
| (35,798) |
|
| (34,910) |
|
| 888 |
| 2.5% |
Depreciation and amortization |
|
| (15,340) |
|
| (14,172) |
|
| 1,168 |
| 8.2% |
Total operating costs and expenses |
|
| (120,782) |
|
| (117,805) |
|
| 2,977 |
| 2.5% |
Earnings from operations |
|
| 43,028 |
|
| 42,731 |
|
| 297 |
| 0.7% |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| (404) |
|
| (14,197) |
|
| 13,793 |
| 97.2% |
Net earnings attributable to Century Casinos, Inc. shareholders |
|
| 16,069 |
|
| 6,542 |
|
| 9,527 |
| 145.6% |
Adjusted EBITDAR |
| $ | 58,368 |
| $ | 57,062 |
| $ | 1,306 |
| 2.3% |
We opened the new land-based casino and hotel in Caruthersville on November 1, 2024. The casino has 579 slot machines and seven live table games, which is approximately 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 hotel 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 and Missouri locations. Each agreement with the sports betting operators provides for a share of net gaming revenue with a minimum revenue guarantee each year. We have partnered with BetMGM to operate a sports book at Cape Girardeau and an online and mobile sports betting application under our license in Missouri. Sports betting began in Missouri on December 1, 2025. As stated above in “Comparability Impacts”, our sports betting agreements in Colorado with Circa and Tipico ended in May 2024 and July 2024, respectively.
The Cripple Creek and Central City casinos in Colorado stopped offering table gaming in January 2025. Through December 2025, the removal of table games has not had a material impact on earnings from operations at our Colorado casinos as the expense savings have offset the decrease in revenue. Table games revenue in Colorado was $1.6 million for the year ended December 31, 2024.
2025 Compared to 2024
The following discussion highlights results for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Winter weather negatively impacted the properties during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
In Missouri, net operating revenue increased by approximately $9.7 million primarily due to increased revenue at our new casino in Caruthersville and increased hotel and food and beverage revenue at our Cape Girardeau property due to the new hotel opened in 2024, offset by decreased gaming revenue at our Cape Girardeau property. The increases in Missouri were offset by decreased net operating revenue of approximately $6.4 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 the inclement weather in February 2025. Operating costs and 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, partially offset by decreased payroll at the Colorado locations due to the closure of table games.
A reconciliation of Adjusted EBITDAR to net earnings attributable to Century Casinos, Inc. shareholders for this reportable segment can be found in the “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above in this Item 7.
|
|
|
|
|
|
|
|
|
|
|
|
US West |
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
|
|
|
|
| ||||
|
| ended December 31, |
|
| 2025/2024 | ||||||
Amounts in thousands |
|
| 2025 |
|
| 2024 |
|
| $ Change |
| % Change |
Gaming revenue |
| $ | 22,179 |
| $ | 22,489 |
| $ | (310) |
| (1.4%) |
Pari-mutuel, sports betting and iGaming revenue |
|
| 75 |
|
| 72 |
|
| 3 |
| 4.2% |
Hotel revenue |
|
| 25,787 |
|
| 27,998 |
|
| (2,211) |
| (7.9%) |
Food and beverage revenue |
|
| 22,031 |
|
| 23,540 |
|
| (1,509) |
| (6.4%) |
Other revenue |
|
| 9,489 |
|
| 13,393 |
|
| (3,904) |
| (29.1%) |
Net operating revenue |
|
| 79,561 |
|
| 87,492 |
|
| (7,931) |
| (9.1%) |
Gaming expenses |
|
| (12,996) |
|
| (13,975) |
|
| (979) |
| (7.0%) |
Hotel expenses |
|
| (10,652) |
|
| (10,664) |
|
| (12) |
| (0.1%) |
Food and beverage expenses |
|
| (18,333) |
|
| (20,236) |
|
| (1,903) |
| (9.4%) |
Other expenses |
|
| (6,417) |
|
| (8,440) |
|
| (2,023) |
| (24.0%) |
General and administrative expenses |
|
| (22,145) |
|
| (24,472) |
|
| (2,327) |
| (9.5%) |
Depreciation and amortization |
|
| (13,481) |
|
| (13,153) |
|
| 328 |
| 2.5% |
Impairment - goodwill |
|
| — |
|
| (43,716) |
|
| (43,716) |
| (100.0%) |
Total operating costs and expenses |
|
| (84,024) |
|
| (134,656) |
|
| (50,632) |
| (37.6%) |
Loss from operations |
|
| (4,463) |
|
| (47,164) |
|
| 42,701 |
| 90.5% |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| — |
|
| (7,029) |
|
| 7,029 |
| 100.0% |
Net earnings attributable to non-controlling interests |
|
| (7,206) |
|
| (7,097) |
|
| (109) |
| (1.5%) |
Net loss attributable to Century Casinos, Inc. shareholders |
|
| (11,716) |
|
| (61,289) |
|
| 49,573 |
| 80.9% |
Adjusted EBITDAR |
| $ | 9,054 |
| $ | 9,701 |
| $ | (647) |
| (6.7%) |
We partner with sports betting operators that conduct sports wagering at our Nevada location. The agreement provides for a share of net gaming revenue.
2025 Compared to 2024
The following discussion highlights results for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Winter weather negatively impacted the property during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Net operating revenue at the Nugget decreased primarily due to fewer events held at our outdoor event center and decreased gaming, hotel and food and beverage revenue, offset by decreased promotional allowances. We continue to focus our efforts on marketing group and convention sales for the hotel and our new loyalty program in an effort to drive revenue growth. Operating costs and expenses decreased primarily due to decreased payroll and cost of goods sold from the cost saving measures and operating efficiencies that we began implementing mid-April 2024 and decreased production costs as a result of fewer events at the outdoor event center. The cost saving measures included staffing changes and changes to hotel operations.
A reconciliation of Adjusted EBITDAR to net loss attributable to Century Casinos, Inc. shareholders for this reportable segment can be found in the “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above in this Item 7.
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
|
|
|
|
| ||||
|
| ended December 31, |
|
| 2025/2024 | ||||||
Amounts in thousands |
|
| 2025 |
|
| 2024 |
|
| $ Change |
| % Change |
Gaming revenue |
| $ | 47,317 |
| $ | 48,062 |
| $ | (745) |
| (1.6%) |
Pari-mutuel, sports betting and iGaming revenue |
|
| 9,576 |
|
| 9,419 |
|
| 157 |
| 1.7% |
Hotel revenue |
|
| 605 |
|
| 578 |
|
| 27 |
| 4.7% |
Food and beverage revenue |
|
| 12,666 |
|
| 12,566 |
|
| 100 |
| 0.8% |
Other revenue |
|
| 5,765 |
|
| 5,692 |
|
| 73 |
| 1.3% |
Net operating revenue |
|
| 75,929 |
|
| 76,317 |
|
| (388) |
| (0.5%) |
Gaming expenses |
|
| (9,755) |
|
| (10,055) |
|
| (300) |
| (3.0%) |
Pari-mutuel, sports betting and iGaming expenses |
|
| (15,680) |
|
| (15,436) |
|
| 244 |
| 1.6% |
Hotel expenses |
|
| (279) |
|
| (274) |
|
| 5 |
| 1.8% |
Food and beverage expenses |
|
| (11,165) |
|
| (11,020) |
|
| 145 |
| 1.3% |
Other expenses |
|
| (123) |
|
| (141) |
|
| (18) |
| (12.8%) |
General and administrative expenses |
|
| (18,628) |
|
| (19,191) |
|
| (563) |
| (2.9%) |
Depreciation and amortization |
|
| (4,371) |
|
| (4,368) |
|
| 3 |
| 0.1% |
Total operating costs and expenses |
|
| (60,001) |
|
| (60,485) |
|
| (484) |
| (0.8%) |
Earnings from operations |
|
| 15,928 |
|
| 15,832 |
|
| 96 |
| 0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| (1,153) |
|
| (1,010) |
|
| (143) |
| (14.2%) |
Net earnings attributable to non-controlling interests |
|
| (869) |
|
| (943) |
|
| 74 |
| 7.8% |
Net earnings attributable to Century Casinos, Inc. shareholders |
|
| 1,639 |
|
| 3,390 |
|
| (1,751) |
| (51.7%) |
Adjusted EBITDAR |
| $ | 20,299 |
| $ | 20,162 |
| $ | 137 |
| 0.7% |
|
|
|
|
|
|
|
|
|
|
|
|
In February 2023, the AGLC approved a temporary increase from 15% of slot machine net sales retained by casinos to 17% beginning April 1, 2023. In January 2026, the temporary increase was extended through March 31, 2029. We estimate that the additional 2% of slot machine net sales retained by the casinos resulted in net operating revenue of approximately $2.9 million during each of the years ended December 31, 2025 and 2024.
A competitor has received conditional approval to relocate its casino from Camrose, Alberta, to south Edmonton, approximately 11 miles from our Century Mile property. We anticipate the casino will open in 2027 once construction is complete and final approvals are received. 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.
In June 2025, Alberta’s Bill 48 regulating iGaming in Alberta passed. The bill will create an open market for online sports betting and iGaming with retail sports betting available at casinos and specific sports venues. The regulatory framework is still being finalized but it is expected that casinos will have the option to select a licensed third-party provider or partner with AGLC to provide sports betting and iGaming products. We plan to offer retail sports betting at our locations in Alberta through either a licensed third-party provider or the AGLC.
Results in US dollars were impacted by a (2.1%) decrease in the average exchange rate between the US dollar and Canadian dollar for the year ended December 31, 2025 compared to the year ended December 31, 2024. The tables below provide results for the Canada reportable segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
| 2025/2024 |
| |||||||
|
| ended December 31, |
|
|
| % |
| |||||
Amounts in CAD, in millions |
|
| 2025 |
|
| 2024 |
|
| Change |
| Change |
|
Net operating revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
| 106.0 |
|
| 104.5 |
|
| 1.5 |
| 1.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
| 77.7 |
|
| 76.8 |
|
| 0.9 |
| 1.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
|
|
|
|
| ||||
|
| ended December 31, |
|
| 2025/2024 | ||||||
Amounts in millions |
|
| 2025 |
|
| 2024 |
|
| $ Change |
| % Change |
Net operating revenue |
|
|
|
|
|
|
|
|
|
|
|
Canada |
| $ | 75.9 |
| $ | 76.3 |
| $ | (0.4) |
| (0.5%) |
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
Canada |
| $ | 55.6 |
| $ | 56.1 |
| $ | (0.5) |
| (0.9%) |
(1)Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization.
2025 Compared to 2024
The following discussion highlights results for the year ended December 31, 2025 compared to the year ended December 31, 2024. Unless otherwise indicated, explanations below are provided based on CAD results.
Net operating revenue increased due to increased gaming revenue at our St. Albert and Century Downs properties, increased pari-mutuel revenue at both of our racetracks and increased food and beverage revenue at our St. Albert property, offset by decreased gaming revenue at our Edmonton and Century Mile properties. Operating costs and expenses increased due to increased payroll costs.
A reconciliation of Adjusted EBITDAR to net earnings attributable to Century Casinos, Inc. shareholders for this reportable segment can be found in the “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above in this Item 7.
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
|
|
|
|
| ||||
|
| ended December 31, |
|
| 2025/2024 | ||||||
Amounts in thousands |
|
| 2025 |
|
| 2024 |
|
| $ Change |
| % Change |
Gaming |
| $ | 82,627 |
| $ | 78,184 |
| $ | 4,443 |
| 5.7% |
Food and beverage |
|
| 958 |
|
| 833 |
|
| 125 |
| 15.0% |
Other revenue |
|
| 583 |
|
| 883 |
|
| (300) |
| (34.0%) |
Net operating revenue |
|
| 84,168 |
|
| 79,900 |
|
| 4,268 |
| 5.3% |
Gaming expenses |
|
| (54,543) |
|
| (52,399) |
|
| 2,144 |
| 4.1% |
Food and beverage expenses |
|
| (3,746) |
|
| (3,522) |
|
| 224 |
| 6.4% |
General and administrative expenses |
|
| (24,950) |
|
| (25,894) |
|
| (944) |
| (3.6%) |
Depreciation and amortization |
|
| (2,285) |
|
| (1,811) |
|
| 474 |
| 26.2% |
Total operating costs and expenses |
|
| (85,524) |
|
| (83,626) |
|
| 1,898 |
| 2.3% |
Loss from operations |
|
| (1,356) |
|
| (3,726) |
|
| 2,370 |
| 63.6% |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense) benefit |
|
| (308) |
|
| 237 |
|
| (545) |
| (230.0%) |
Net loss attributable to non-controlling interests |
|
| 555 |
|
| 955 |
|
| (400) |
| (41.9%) |
Net loss attributable to Century Casinos, Inc. shareholders |
|
| (1,110) |
|
| (1,909) |
|
| 799 |
| 41.9% |
Adjusted EBITDAR |
| $ | 2,942 |
| $ | 2,563 |
| $ | 379 |
| 14.8% |
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.
The table below provides information about the closures due to licensing delays and failure to receive license awards during the periods discussed below.
|
|
|
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 in March 2024 with a reduced gaming floor. We reopened the full gaming floor 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.
We were awarded a second license in Wroclaw in March 2025, and the casino opened in February 2026.
We have not seen a material negative impact on our operations as a result of the war in Ukraine. Although Poland borders Ukraine, our casinos are not located near the border. However, continued conflict in that region could have a negative impact on our results of operations.
Results in US dollars were impacted by a 5.5% increase in the average exchange rate between the US dollar and the Polish zloty for the year ended December 31, 2025 compared to the year ended December 31, 2024. The tables below provide results for the Poland reportable segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
| 2025/2024 |
| |||||||
|
| ended December 31, |
|
|
| % |
| |||||
Amounts in PLN, in millions |
|
| 2025 |
|
| 2024 |
|
| Change |
| Change |
|
Net operating revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
|
| 316.8 |
|
| 318.3 |
|
| (1.5) |
| (0.5%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Poland |
|
| 313.2 |
|
| 325.8 |
|
| (12.6) |
| (3.9%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
|
|
|
|
| ||||
|
| ended December 31, |
|
| 2025/2024 | ||||||
Amounts in millions |
|
| 2025 |
|
| 2024 |
|
| $ Change |
| % Change |
Net operating revenue |
|
|
|
|
|
|
|
|
|
|
|
Poland |
| $ | 84.2 |
| $ | 79.9 |
| $ | 4.3 |
| 5.3% |
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
Poland |
| $ | 83.2 |
| $ | 81.8 |
| $ | 1.4 |
| 1.7% |
(1)Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization.
2025 Compared to 2024
The following discussion highlights results for the year ended December 31, 2025 compared to the year ended December 31, 2024. Unless otherwise indicated, explanations below are provided based on PLN results.
Net operating revenue decreased primarily due to licensing-related closures of our LIM Center and Krakow casinos and Hilton Hotel casino in Warsaw, offset by increased revenue due to the casinos that reopened in 2024 in Wroclaw, Bielsko-Biala and Katowice. The decreased revenue due to the closure of the casino at the Hilton Hotel in Warsaw was partially offset by increased revenue at the Warsaw Presidential Hotel. Operating costs and expenses decreased due to the decrease in payroll expenses from casino closures.
A reconciliation of Adjusted EBITDAR to net loss attributable to Century Casinos, Inc. shareholders for this reportable segment can be found in the “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above in this Item 7.
RESULTS OF OPERATIONS – CORPORATE AND OTHER
The following discussion provides further detail of consolidated results of our additional business activities including certain other corporate and management operations that are not included in our reportable segments.
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and Other |
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
|
|
|
|
| ||||
|
| ended December 31, |
|
| 2025/2024 | ||||||
Amounts in thousands |
|
| 2025 |
|
| 2024 |
|
| $ Change |
| % Change |
Other revenue |
| $ | 11 |
| $ | 34 |
| $ | (23) |
| (67.6%) |
Net operating revenue |
|
| 11 |
|
| 34 |
|
| (23) |
| (67.6%) |
General and administrative expenses |
|
| (13,702) |
|
| (13,919) |
|
| (217) |
| (1.6%) |
Depreciation and amortization |
|
| (72) |
|
| (162) |
|
| (90) |
| (55.6%) |
Total operating costs and expenses |
|
| (13,774) |
|
| (14,081) |
|
| (307) |
| (2.2%) |
Loss from operations |
|
| (13,763) |
|
| (14,047) |
|
| 284 |
| 2.0% |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense) benefit |
|
| (883) |
|
| 1,116 |
|
| (1,999) |
| (179.1%) |
Net loss attributable to Century Casinos, Inc. shareholders |
|
| (52,137) |
|
| (53,229) |
|
| 1,092 |
| 2.1% |
Adjusted EBITDAR |
| $ | (12,563) |
| $ | (13,838) |
| $ | 1,275 |
| 9.2% |
|
|
|
|
|
|
|
|
|
|
|
|
2025 Compared to 2024
The following discussion highlights results for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Total operating costs and expenses, including general and administrative expenses, remained relatively constant. Net loss attributable to Century Casinos, Inc. shareholders in the table above is driven primarily by interest expense under the Goldman Credit Agreement.
Corporate and Other is presented for reconciliation purposes only. The reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR can be found under “Other” in the “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.
Non-Operating (Expense) Income
Non-operating (expense) income for the years ended December 31, 2025 and 2024 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year ended December 31, |
| 2025/2024 | |||||||
Amounts in thousands |
| 2025 |
| 2024 |
| $ Change |
| % Change | |||
Interest income |
| $ | 1,317 |
| $ | 2,644 |
| $ | (1,327) |
| (50.2%) |
Interest expense |
|
| (104,783) |
|
| (103,367) |
|
| (1,416) |
| (1.4%) |
Gain on foreign currency transactions, cost recovery income and other |
|
| 1,039 |
|
| 2,995 |
|
| (1,956) |
| (65.3%) |
Non-operating (expense) income |
| $ | (102,427) |
| $ | (97,728) |
| $ | (4,699) |
| (4.8%) |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
Interest income is 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, CRM’s term loan with UniCredit Bank Austria AG (“UniCredit”), the CPL credit agreement and credit facility with mBank S.A. (“mBank”, the “CPL Credit Agreement” and the “CPL Credit Facility”), our financing obligation under the Master Lease with VICI PropCo, deferred financing costs and our finance lease agreements. Interest expense in the US East, US Midwest and Canada reportable segments primarily relates to the Master Lease. Interest expense not attributable to our reportable segments and presented in “Corporate and Other” primarily relates to the Goldman Credit Agreement.
A breakdown of interest expense is below.
|
|
|
|
|
|
|
|
| For the year ended December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Interest expense - credit agreements |
| $ | 35,187 |
| $ | 38,931 |
Interest expense - VICI PropCo financing obligation |
|
| 66,174 |
|
| 61,356 |
Interest expense - deferred financing costs |
|
| 2,695 |
|
| 2,695 |
Interest expense - miscellaneous |
|
| 727 |
|
| 385 |
Total interest expense |
| $ | 104,783 |
| $ | 103,367 |
|
|
|
|
|
|
|
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 and $1.1 million was received by CDR for the years ended December 31, 2025 and 2024, respectively. The distribution to CDR’s non-controlling shareholders through non-controlling interest is part of an agreement between CRM and CDR.
Taxes
Income tax expense is recorded relative to the jurisdictions that recognize book earnings. During the year ended December 31, 2025, we recognized income tax expense of $2.7 million on pre-tax loss of ($51.1) million, representing an effective income tax rate of (5.4%), compared to an income tax expense of $26.6 million on pre-tax loss of ($119.9) million, representing an effective income tax rate of (22.2%), for the year ended December 31, 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 12 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” 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 year | ||||
|
| ended December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Net cash provided by (used in) operating activities |
| $ | 6,688 |
| $ | (3,299) |
Net cash used in investing activities |
|
| (22,256) |
|
| (60,888) |
Net cash used in financing activities |
|
| (15,371) |
|
| (4,376) |
|
|
|
|
|
|
|
|
| As of December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Cash, cash equivalents and restricted cash (1) |
| $ | 69,218 |
| $ | 99,013 |
Working capital (2) |
| $ | 24,292 |
| $ | 49,505 |
(1)Cash, cash equivalents and restricted cash as of December 31, 2024 included $2.7 million 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 also to the consolidated statements of cash flows in the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report and to management’s discussion of the results of operations above in this Item 7 for a discussion of earnings from operations.
Investing Activities
Net cash used in investing activities for the year ended December 31, 2025 consisted of $0.7 million for a casino license in Poland, $2.7 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 and $0.7 million for façade and parking lot improvements at Rocky Gap in Maryland, $0.4 million for the sportsbook in Cape Girardeau, $4.0 million for our casino project in Caruthersville, Missouri, $3.4 million in elevator upgrades and $0.2 million to renovate event space at the Nugget in Nevada, $0.7 million in racing related updates at Century Downs and $0.7 million in exterior renovations at St. Albert in Canada, $1.6 million to renovate the new Wroclaw casino and $0.5 million to renovate the Bielsko-Biala casino in Poland, and $5.5 million in other fixed asset additions at our properties, offset by $0.2 million collected on a note receivable and $0.2 million in proceeds from the disposal of assets.
Net cash used in investing activities for the year ended December 31, 2024 consisted of $1.8 million for casino licenses in Poland, $4.9 million in slot machine purchases at our US properties, $0.3 million in various renovations to the Mountaineer property in West Virginia, $11.1 million for our hotel project and $0.5 million to add a Starbucks location in Cape Girardeau, $30.0 million for our casino project in Caruthersville, $0.3 million for a high limit room, $0.1 million for sportsbook improvements and $0.5 million in various renovations in Nevada, $0.5 million in gaming-related purchases and $0.7 million in hotel and exterior renovations at our Colorado properties, $1.9 million related to racing related updates at Century Downs, $0.6 million in various renovations at St. Albert in Canada, $4.9 million in renovations on the new Wroclaw casino location in Poland and $3.0 million in other fixed asset additions at our properties, offset by $0.1 million in proceeds from the disposal of assets and less than $0.1 million collected on a note receivable.
Financing Activities
Net cash used in financing activities for the year ended December 31, 2025 consisted of $8.6 million in distributions to non-controlling interests in CDR, CPL and Smooth Bourbon, $4.0 million to repurchase and retire shares of our common stock and $2.8 million of principal payments net of proceeds from borrowings.
Net cash used in financing activities for the year ended December 31, 2024 consisted of $8.8 million in distributions to non-controlling interests in CDR, CPL and Smooth Bourbon, and $0.2 million to repurchase shares to satisfy tax withholding related to our performance stock unit awards, offset by $4.7 million in proceeds from borrowings net of principal payments, of which $11.8 million consisted of proceeds from borrowings from VICI PropCo for the Caruthersville project.
Borrowings and Repayments of Long-Term Debt and Lease Agreements
As of December 31, 2025, our total debt under bank borrowings and other agreements net of $8.8 million related to deferred financing costs was $328.9 million, of which $321.4 million was long-term debt and $7.6 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 CPL Credit Agreement and the CPL Credit Facility. The Goldman Credit Agreement provides for a $350.0 million Goldman Term Loan and a $30.0 million Revolving Facility. We intend to repay the current portion of our debt obligations with available cash. If opportunities to repurchase debt at a discount are offered, as occurred in February 2024 when we repurchased approximately $3.5 million under our Goldman Term Loan for 97% of its value, we may undertake such repurchases. We also may seek to refinance our debt if market conditions allow. For a description of our debt agreements, see Note 5 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report. Net Debt was $268.8 million as of December 31, 2025 compared to $240.8 million as of December 31, 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-GAAP Measures Definitions and Calculations – Net Debt” above in this Item 7.
The following table lists the 2026 maturities of our debt:
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
|
|
|
|
|
|
|
| |
Goldman Term Loan (1) |
| CPL Credit Agreement (2) |
| CPL Credit Facility (3) |
| Total | ||||
$ | 3,500 |
| $ | 278 |
| $ | 3,780 |
| $ | 7,558 |
(1)The Goldman Term Loan requires scheduled quarterly payments of $875,000, equal to 0.25% of the original aggregate principal amount of the Term Loan, with the balance due at maturity.
(2)The CPL Credit Agreement could be borrowed against through January 29, 2026. The repayments above are based on the payment schedule set forth in the agreement of PLN 83,000 per month (approximately $23,000 per month based on the exchange rate in effect as of December 31, 2025).
(3)The CPL Credit Facility is a line of credit available through June 2026. There is no set repayment schedule for the line of credit. We have included the balance in 2026 based on our planned repayment schedule.
Estimated interest payments based on principal amounts and expected maturities of long-term debt outstanding and management’s forecasted rates for our long-term debt agreements for the year ending December 31, 2026 are $33.2 million. Estimated interest payments do not reflect the impact of future foreign exchange rate changes.
Cash payments due under the Master Lease for 2026 are estimated to be $67.3 million, which includes a CPI increase and deferred rent on the Caruthersville project that will be repaid through May 2026. Estimated cash payments to the non-controlling partners under the lease between Smooth Bourbon and the Nugget for 2026 are estimated to be $7.9 million.
The following table details cash payments under the Master Lease, and 50% of the cash payments under the Nugget Lease for the years ended December 31, 2025 and 2024.
|
|
|
|
|
|
|
|
| For the year ended | ||||
|
| December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Master Lease |
| $ | 58,644 |
| $ | 51,834 |
Nugget Lease (1) |
|
| 7,768 |
|
| 7,001 |
(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 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 Bourdon is recorded as non-controlling interest on our consolidated statements of loss.
The following table lists the amount of 2026 payments due under our operating and finance lease agreements:
|
|
|
|
|
Amounts in thousands |
|
|
| |
Operating Leases |
| Finance Leases | ||
$ | 7,066 |
| $ | 377 |
Common Stock Repurchase Program
Since March 2000, our Board has had a discretionary program to repurchase our outstanding common stock. Beginning in May 2025, we have entered into 10b5-1 trading plans (the “Plans”) for the purpose of repurchasing shares of our outstanding common stock in accordance with the share repurchase program previously authorized by the Board. The Plans are intended to comply with Rule 10b5-1(c) under the Exchange Act. Repurchases of common stock under the Plans are being administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plans.
The Plan announced May 14, 2025 expired by its terms on July 31, 2025, and the Plan announced August 11, 2025 expired by its terms on December 31, 2025. Our current Plan was announced on January 2, 2026. The current Plan authorizes the repurchase of up to $1.5 million of shares of our outstanding common stock and expires by its terms on May 10, 2026. During the year ended December 31, 2025, we repurchased and retired 1,951,955 shares of our common stock for $4.0 million on the open market under the Plans. We intend to engage in additional stock repurchases through our current Plan that expires in May 2026 and also may undertake additional stock repurchases in the future. See Part II, Item 5 of this report for additional details.
Potential Sources and Uses of Liquidity, and Short-Term and Long-Term Liquidity
Historically, our primary source of liquidity and capital resources has been cash flow from operations. As of December 31, 2025, we had $68.9 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 $22.3 million as discussed in “Investing Activities” above, including capital expenditures. Capital expenditures in 2025 were approximately $22.0 million. We plan to decrease our 2026 capital expenditures and estimate capital expenditures in 2026 to be approximately $14.7 million, including elevator upgrades at the Nugget and other maintenance expenditures at our properties. We may also utilize available cash to pay down debt or repurchase our common stock.
A substantial portion of our operating cash flow also is used to fund our debt repayments and lease payments as described in “Borrowings and Repayments of Long-Term Debt and Lease Agreements” above. When necessary and available, we supplement the cash flows generated by our operations with funds provided by bank borrowings or other debt or equity financing activities. If we have aggregate outstanding revolving loans, swingline loans, and letters of credit under the Goldman Credit Agreement greater than $10.5 million as of the last day of any fiscal quarter, we are required to maintain a Consolidated First Lien Net Leverage Ratio of 5.50 to 1.00 or less for such fiscal quarter. We had no outstanding revolving loans, swingline loans, or letters of credit as of December 31, 2025, and therefore the Consolidated First Lien Net Leverage Ratio requirement did not apply. As of December 31, 2025, we had $30.0 million available on our Revolving Facility. See Note 5, “Long-Term Debt” to the Consolidated Financial Statements included in Part II, Item 8 of this report.
We may be required to raise additional capital to address our liquidity and capital needs. We have a shelf registration statement with the SEC that became effective in June 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, sale and leaseback transactions of property we own or acquire, or other debt financings or refinancings or equity financings to supplement our working capital and investing requirements. Our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the financing markets, the availability of sufficient amounts of financing, our 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 $36.7 million of our total $68.9 million in cash and cash equivalents at December 31, 2025 is held by our foreign subsidiaries, of which $21.4 million, including $8.8 million in casino cash, is held by our Canadian subsidiaries and $3.7 million, including $3.4 million in casino cash, is held by our Poland subsidiary, and the remaining $11.5 million is held by our foreign corporate subsidiaries. The cash and cash equivalents held by our foreign subsidiaries are not available to fund US operations unless repatriated. Due to management’s anticipation of repatriating certain current earnings from its foreign subsidiaries, we recorded a deferred tax liability of $4.2 million for the foreign withholding tax required on a potential cash dividend to the US related to earnings from the sale and leaseback of our Canadian properties in 2023, as well as current earnings from foreign subsidiaries.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our consolidated financial statements.
Critical Accounting Estimates
Management's discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements. To prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, we must make estimates and assumptions that affect the amounts reported in the consolidated financial statements. On an ongoing basis, we evaluate these estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. Our significant accounting policies are discussed in Note 2 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report. Critical estimates inherent in these accounting policies are discussed in the following paragraphs.
Property and Equipment – We have significant capital invested in our property and equipment, which represented approximately 81% of our total assets as of December 31, 2025. Judgments are made in determining the estimated useful lives of assets, salvage values to be assigned to assets and if or when an asset has been impaired. The accuracy of these estimates affects the amount of depreciation expense recognized in our financial results and the extent to which we have a gain or loss on the disposal of the asset. We assign lives to our assets based on our standard policy, which we believe is representative of the useful life of each category of assets. As of December 31, 2025, we have made no changes to our estimates related to useful lives.
We use judgment in estimating future cash flows when we review the carrying value of our property and equipment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. The factors we consider in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. The accuracy of these estimates affects the carrying value of our property and equipment on our consolidated balance sheets. As of December 31, 2025, we believe that our investments in property and equipment are recoverable.
Goodwill and Intangible Assets – We test goodwill and indefinite-lived intangible assets for impairment as of October 1 each year, or more frequently as circumstances indicate it is necessary. Our identifiable intangible assets include trademarks, player’s club lists and casino licenses. Testing compares the estimated fair values of our reporting units to the reporting units’ carrying values. Assessing goodwill and intangible assets for impairment requires significant judgment and involves detailed qualitative and quantitative business-specific analysis and many individual assumptions that may fluctuate between assessments. Our properties’ estimated future cash flows are a primary assumption in the respective impairment analyses. Cash flow estimates include assumptions regarding factors such as recent and budgeted operating performance, growth percentages as well as competitive impacts from current and anticipated competition, operating margins and current regulatory, social and economic climates. The most significant of the assumptions used in our valuations include revenue growth/decline percentages, discount rates, future terminal values and capital expenditure assumptions. These assumptions are developed for each property based on historical trends, the current markets in which they operate and projections of future performance and competition.
We believe we have used reasonable estimates and assumptions to calculate the fair value of our goodwill and indefinite-lived intangible assets; however, these estimates and assumptions could be materially different from actual results. Unforeseen events, changes in circumstances and market conditions and material differences in estimates of future cash flows could negatively affect the fair value of our assets. If actual market conditions are less favorable than those projected, or if events occur or circumstances change that could reduce the fair value of our goodwill of intangible assets below the carrying value, we will recognize an impairment for the amount by which the carrying value exceeds the reporting unit’s fair value, which may be material.
Our reporting units with goodwill balances as of December 31, 2025 are included within the Canada and Poland reportable segments. We performed a qualitative goodwill impairment test of each reporting unit with goodwill balances using a combination of (i) actual results compared to previously forecast estimates and (ii) analysis of the markets in which the casinos operate. A downturn in the economies in which these casinos operate could negatively affect key assumptions management used in its analysis. We make a variety of estimates and judgments about the relevance of these factors to the reporting units in estimating their fair values.
During 2024 we determined that goodwill at the Nugget and Rocky Gap was impaired. The impairments resulted in a $70.2 million impairment of goodwill for the year ended December 31, 2024. For information about the impairments, see Note 4 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.
Our indefinite-lived intangible assets are not amortized. We performed a qualitative impairment test of each reporting unit with indefinite-lived intangible assets using a combination of (i) actual results compared to previously forecast estimates and (ii) analysis of the markets in which the casinos operate. A downturn in the economies in which these casinos operate could negatively affect key assumptions management used in its analysis.
Our finite-lived intangible assets are amortized over their respective useful lives. Finite-lived intangibles are evaluated for impairment annually or more frequently if necessary. There were no impairment charges recorded for the finite-lived intangible assets for the periods presented in this report.
Income Taxes – The determination of our provision for income taxes requires management’s judgment in the use of estimates and the interpretation and application of complex tax laws. Judgment is also required in assessing the timing and amounts of deductible and taxable items. We establish contingency reserves for material, known tax exposures relating to deductions, transactions and other matters involving some uncertainty as to the proper tax treatment of the item. Our reserves reflect our judgment as to the resolution of the issues involved if subject to judicial review. Several years may elapse before a particular matter, for which we have established a reserve, is audited and finally resolved or clarified. While we believe that our reserves are adequate to cover reasonably expected tax risks, issues raised by a tax authority may be finally resolved at an amount different from the related reserve. Such differences could materially increase or decrease our income tax provision in the current and/or future periods. When facts and circumstances change (including a resolution of an issue or statute of limitations expiration), these reserves are adjusted through the provision for income taxes in the period of change. To the extent we determine that we will not realize the benefit of some or all of the deferred tax assets, then these assets will be adjusted through our provision for income taxes in the period in which this determination is made.
Additionally, evaluating the need for, and amount of, a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all the positive and negative evidence available to determine whether all or some portion of deferred tax assets will not be realized. Because management believes it is more likely than not that the benefit from certain deferred tax assets will not be realized, a valuation allowance of $11.5 million and $11.0 million as of December 31, 2025 and 2024, respectively, in foreign jurisdictions has been recorded in recognition of these risks. Further, a valuation allowance of $70.4 million and $55.7 million as of December 31, 2025 and 2024, respectively, has been recorded to recognize the portion of US deferred tax assets more likely than not to be realized.
We have recorded a deferred tax liability of $4.2 million on the estimated foreign withholding tax required as part of a cash dividend to the US related to earnings from the sale and leaseback of our Canadian properties in 2023, as well as current earnings from foreign subsidiaries. Management continues to consider historical foreign earnings in Canada, as well as accumulated earnings in other jurisdictions, indefinitely reinvested outside of the US.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Our earnings, cash flows and financial position are exposed to market risks relating to fluctuations in interest rates and foreign currency exchange rates. All of the potential changes noted below are based on information available at December 31, 2025. The majority of our $337.7 million face value of debt outstanding as of December 31, 2025 is variable-rate debt. Each one percentage point change associated with the variable rate debt would result in a $3.4 million change to our annual cash interest expenses.
Foreign Currency Exchange Risk
As a result of our international business presence, we are exposed to foreign currency exchange risk. We transact in foreign currencies and have assets and liabilities denominated in foreign currencies. Therefore, our earnings experience volatility related to movements in foreign currency exchange rates. We have not hedged against foreign currency exchange rate changes related to our international operations. Our foreign subsidiaries transact in their local currencies and hold the majority of their assets and liabilities in their local currency.
The majority of our foreign currency exposure is related to the US dollar versus the Canadian dollar and the Polish zloty. The assets and liabilities of our foreign subsidiaries that are measured in foreign currencies are translated at the applicable period-end exchange rate on our consolidated balance sheets. The resulting translation adjustment is included in accumulated other comprehensive loss as a component of shareholders’ equity. During the years ended December 31, 2025 and 2024, the change in the relative value of the US dollar against all foreign currencies in which our foreign subsidiaries operate resulted in a ($1.3) million decrease and $2.4 million increase, respectively, in accumulated other comprehensive loss within shareholders equity.
We translate revenue and expenses at each period’s average exchange rate on our consolidated statements of loss and the gains and losses from translation are included in the results of operations as incurred. A depreciation in the value of the US dollar in relation to all foreign currencies in which our foreign subsidiaries operate would increase the earnings from our foreign operations when
translated into US dollars. An appreciation in the value of the US dollar in relation to all foreign currencies in which we operate would decrease the earnings from our foreign operations when translated into US dollars. The timing of the changes in the relative value of the US dollar combined with the operations that are impacted by that change can affect the magnitude of the impact that fluctuations in foreign exchange rates have on our earnings from operations. In 2025, earnings from operations were $51.3 million. For the year ended December 31, 2025, a 10% depreciation in the value of the US dollar relative to the Canadian dollar and the Polish zloty would have resulted in an increase in earnings from operations of $1.6 million.
As of December 31, 2025, our debt is primarily held in US dollars.
Item 8. Financial Statements and Supplementary Data.
See Index to Financial Statements on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. 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, as of December 31, 2025. Based on such evaluation, our principal executive officers and principal financial officer have concluded that as of December 31, 2025, our disclosure controls and procedures were not effective due to the material weakness described below.
Management’s Annual Report on Internal Control over Financial Reporting – Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance to our management and Board regarding the reliability of financial reporting and the preparation of financial statements.
Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth in the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on this assessment, our management believes that, as of December 31, 2025, our internal control over financial reporting was not effective based on those criteria. See the explanation for the controls related to the material weakness described in “Material Weakness” below.
Material Weakness
We concluded that our internal control over financial reporting was not effective as of December 31, 2024. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Management identified the following material weakness in our internal control over financial reporting as of December 31, 2024:
We did not adequately design, implement and maintain effective controls to timely review certain key inputs and assumptions used in the performance of impairment testing and related disclosures.
Remediation plan for material weakness
With the oversight of the Audit Committee of the Board, management is in the process of developing a detailed remediation plan to address the material weakness. Elements of the plan include the design and implementation of review attributes of the carrying value of invested capital at an increased level of precision of the calculation and additional reviews around assumptions used in the performance impairment testing. While we will devote significant time and attention to these remediation efforts, the material weakness will not be considered remediated until management completes the design and implementation of the actions described above, the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective.
Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None of our directors or executive officers
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item will be included in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2025 and is incorporated herein by reference. Information required by Regulation S-K Item 401 concerning executive officers is included in Part I of this Annual Report on Form 10-K under the caption “Information about our Executive Officers.”
We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including our Co-Chief Executive Officers, our Principal Financial Officer and our Principal Accounting Officer. A complete text of this Code of Business Conduct and Ethics is available on our website (www.cnty.com/investor/governance/facts-overview). Any future amendments to or waivers of the Code of Business Conduct and Ethics will be posted to the Corporate Governance section of our website.
We have
Item 11. Executive Compensation.
The information required by this item will be included in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2025 and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item relating to securities ownership of certain beneficial owners and management will be included in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2025 and is incorporated herein by reference. Information relating to securities authorized for issuance under equity compensation plans as of December 31, 2025 is as follows:
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Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| (a) | (b) | (c) |
Equity compensation plan approved by security holders (1) | 2,516,010 (2) | $5.76 (3) | 690,230 |
Equity compensation plan not approved by security holders | — | — | — |
Total | 2,516,010 | $5.76 | 690,230 |
(1)This plan consists of the Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”), which was approved by our stockholders on June 24, 2024.
(2)As of December 31, 2025, there were 1,095,000 shares of our common stock issuable upon exercise of outstanding options, and 7,317 shares of restricted stock units and 1,413,693 performance stock units (the “PSUs”) issued under the 2016 Plan that, if and when vested, will be settled in shares of our common stock. The amount reported in the table assumes target level performance for the PSUs. Assuming maximum level performance for the PSUs, the number of shares of common stock would increase by 1,413,693.
(3)The weighted-average exercise price relates only to outstanding stock options.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be included in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2025 and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this item will be included in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2025 and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
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(a) | List of documents filed with this report | |
1. | Financial Statements | |
| The financial statements and related notes, together with the reports of our independent registered public accounting firm, appear in Part II, Item 8, “Financial Statements and Supplementary Data”, of this Form 10-K. | |
2. | Financial Statement Schedules | |
| None. | |
3. | List of Exhibits | |
(b) | Exhibits Filed Herewith or Incorporated by Reference to Previous Filings with the Securities and Exchange Commission | |
| (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession | |
2.1 | Membership Interest Purchase Agreement, dated as of February 22, 2022, by and among Marnell Gaming, LLC, as seller, Century Nevada Acquisition, Inc., as buyer, and Century Casinos, Inc., as guarantor, is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 23, 2022. | |
2.2 | Equity Purchase Agreement, dated as of August 24, 2022, by and among Lakes Maryland Development, LLC, Century Casinos, Inc., VICI Properties L.P. and Golden Entertainment, Inc., is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 26, 2022. | |
2.3 | Portfolio Agreement of Purchase and Sale, dated as of May 16, 2023, by and among Century Resorts Alberta Inc., Century Casino St. Albert Inc., Century Mile Inc. and United Horsemen of Alberta Inc., collectively as Vendor, and Century Casinos, Inc., as Vendor Parent, and VICI Properties L.P., as Purchaser, is hereby incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q filed on August 8, 2023. | |
| (3) Articles of Incorporation and Bylaws | |
3.1P | Certificate of Incorporation of Century Casinos, Inc. is hereby incorporated by reference to the Company’s Proxy Statement in respect of the 1994 Annual Meeting of Stockholders. | |
3.2 | Amended and Restated Bylaws of Century Casinos, Inc., is hereby incorporated by reference to Exhibit 11.14 to the Company’s Quarterly Report on Form 10-Q filed on July 26, 2002. | |
| (4) Instruments defining the rights of security holders, including indentures | |
4.1 | Description of Securities is hereby incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on March 13, 2020. | |
4.2 | Form of Indenture – Senior Debt Securities is hereby incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-3 filed with the SEC on July 7, 2020. | |
4.3 | Form of Indenture – Subordinated Debt Securities is hereby incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3 filed with the SEC on July 7, 2020. | |
| (10) Material Contracts | |
10.1 | Credit Agreement by and between Century Casinos Europe GmbH and United Horsemen of Alberta Inc., dated October 25, 2012, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 3, 2012. | |
10.2 | Management Agreement by and between Century Casinos Europe GmbH and United Horsemen of Alberta Inc., dated November 23, 2012, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 3, 2012. | |
10.3 | Credit Agreement, dated as of November 29, 2013, by and between Century Casinos Europe GmbH and United Horsemen of Alberta Inc., is hereby incorporated by reference to Exhibit 10.2B to the Company’s Current Report on Form 8-K filed on December 3, 2013. | |
10.4A* | Employment Agreement by and between Century Casinos, Inc. and Peter Hoetzinger as restated on February 18, 2003, is hereby incorporated by reference to Exhibit 10.121 to the Company’s Annual Report on Form 10-K filed on March 13, 2003. | |
10.4B* | Amendment No. 1 to Employment Agreement by and between Century Casinos, Inc. and Peter Hoetzinger, dated February 3, 2005, is hereby incorporated by reference to Exhibit 10.144 to the Company’s Current Report on Form 8-K filed on February 10, 2005. | |
10.4C* | Amendment No. 2 to Employment Agreement by and between Century Casinos, Inc. and Peter Hoetzinger, effective September 1, 2006, is hereby incorporated by reference to Exhibit 10.179 to the Company’s Current Report on Form 8-K filed on October 19, 2006. | |
10.4D* | Amendment No. 3 to Employment Agreement by and between Century Casinos, Inc. and Peter Hoetzinger, effective November 5, 2009, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 10, 2009. | |
10.4E* | Amendment No. 4 to Employment Agreement by and between Century Casinos, Inc. and Peter Hoetzinger effective November 3, 2014, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 12, 2014. | |
10.4F* | Amendment No. 5 to Employment Agreement by and between Century Casinos, Inc. and Peter Hoetzinger effective November 1, 2024, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024. | |
10.5* | Amended and Restated Management Agreement, effective November 1, 2024, by and between Century Resorts International Ltd., Century Casinos, Inc. and Flyfish Management & Consulting AG, is hereby incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024. | |
10.6* | Amended and Restated Management Agreement, effective November 1, 2024, by and between Century Resorts International Ltd., Century Casinos, Inc. and Focus Lifestyle & Entertainment AG, is hereby incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024. | |
10.7* | Amended and Restated Employment Agreement by and between Margaret Stapleton and Century Casinos, Inc., effective November 1, 2024, is hereby incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024. | |
10.8* | Employment Agreement by and between Timothy Wright and Century Casinos, Inc., effective November 1, 2024, is hereby incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024. | |
10.9* | Amended and Restated Employment Agreement by and between Andreas Terler, Century Resorts Management GmbH and Century Casinos, Inc., effective November 1, 2024, is hereby incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024. | |
10.10* | Amended and Restated Employment Agreement by and between Nikolaus Strohriegel, Century Resorts Management GmbH and Century Casinos, Inc., effective November 1, 2024, is hereby incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024. | |
10.11* | Century Casinos, Inc. Amended and Restated 2016 Equity Incentive Plan is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 25, 2024. | |
10.12* | Form of Century Casinos, Inc. Performance Stock Unit Award Agreement is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 8, 2017. | |
10.13* | Form of Century Casinos, Inc. Option Agreement is hereby incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on March 13, 2020. | |
10.14* | Form of Stock Unit Agreement is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 21, 2023. | |
10.15A | Share and Real Property Purchase Agreement, dated as of June 29, 2016, by and among Century Casinos Europe GmbH, 851896 Alberta Ltd., Game Plan Developments Ltd., Casino St. Albert Inc., Action ATM Inc., MVP Sports Bar Ltd. and Bruce McPherson, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2016. | |
10.15B | Assignment of Share and Real Property Purchase Agreement, dated July 22, 2016, by and between Century Casinos Europe GmbH and Century Casino St. Albert Inc., is hereby incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2016. | |
10.15C | First Amendment to Share and Real Property Purchase Agreement, dated as of August 24, 2016, by and among Century Casino St. Albert Inc., Casino St. Albert Inc., Action ATM Inc., MVP Sports Bar Ltd., Game Plan Developments Ltd., 851896 Alberta Ltd. and Bruce McPherson, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2016. | |
10.15D | Second Amendment to Share and Real Property Purchase Agreement, dated as of September 19, 2016, by and among Century Casino St. Albert Inc., Casino St. Albert Inc., Action ATM Inc., MVP Sports Bar Ltd., Game Plan Developments Ltd., 851896 Alberta Ltd. and Bruce McPherson, is hereby incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2016. | |
10.16 | Loan Agreement, dated August 13, 2018, by and among Century Resorts Management GmbH, Century Casinos, Inc. and UniCredit Bank Austria AG is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 16, 2018. | |
10.17A | Lease, dated as of December 6, 2019, among certain of the Company’s subsidiaries named therein, as tenant, and certain of VICI Properties Inc.’s subsidiaries named therein, as landlord, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2019. | |
10.17B | First Amendment to Lease, dated as of May 5, 2020, among certain of the Company’s subsidiaries named therein, as tenant, and certain of VICI Properties Inc.’s subsidiaries named therein, as landlord, is hereby incorporated by reference to Exhibit 10.15B to the Company’s Annual Report on Form 10-K filed on March 10, 2023. | |
10.17C | Second Amendment to Lease, dated as of December 14, 2021, among certain of the Company’s subsidiaries named therein, as tenant, and certain of VICI Properties Inc.’s subsidiaries named therein, as landlord, is hereby incorporated by reference to Exhibit 10.15C to the Company’s Annual Report on Form 10-K filed on March 10, 2023. | |
10.17D | Third Amendment to Lease, dated as of December 1, 2022, among certain of the Company’s subsidiaries named therein, as tenant, and certain of VICI Properties Inc.’s subsidiaries named therein, as landlord, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2022. | |
10.17E | Fourth Amendment to Lease, dated as of July 25, 2023, among certain of the Company’s subsidiaries named therein, as tenant, and certain of VICI Properties Inc.’s subsidiaries named therein, as landlord, is hereby incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 8, 2023. | |
10.17F | Fifth Amendment to Lease, dated as of September 6, 2023, among certain of the Company’s subsidiaries named therein, as tenant, and certain of VICI Properties Inc.’s subsidiaries named therein, as landlord, is hereby incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2023. | |
10.18 | Credit Agreement, dated as of April 1, 2022, among Century Casinos, Inc., as borrower, the subsidiaries of Century Casinos, Inc. 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, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 5, 2022. | |
10.19 | Second Amended and Restated Operating Agreement of Smooth Bourbon, LLC, dated April 1, 2022, by and between Century Nevada Acquisition, Inc. and Marnell Gaming, LLC is hereby incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2025. | |
| (19) Insider Trading Policy | |
19 | Statement of Policy and Procedures Concerning Insider Trading in Securities of Century Casinos, Inc., is hereby incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K filed on March 13, 2025. | |
| (21) Subsidiaries of the Registrant | |
21† | Subsidiaries of the Registrant. | |
| (23) Consents of Experts and Counsel | |
23† | Consent of Independent Registered Public Accounting Firm – Grant Thornton LLP. | |
| (31) Rule 13a-14(a)/15d-14(a) Certifications | |
31.1† | Certification of Erwin Haitzmann, Co-Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | |
31.2† | Certification of Peter Hoetzinger, President and Co-Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | |
31.3† | Certification of Margaret Stapleton, Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | |
| (32) Section 1350 Certifications | |
32.1†† | Certification of Erwin Haitzmann, Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350. | |
32.2†† | Certification of Peter Hoetzinger, President and Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350. | |
32.3†† | Certification of Margaret Stapleton, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350. | |
| (97) Policy relating to recovery of erroneously awarded compensation | |
97.1 | Century Casinos, Inc. Compensation Recovery Policy, adopted September 20, 2023, is hereby incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on March 14, 2024. | |
| (99) Additional Exhibits | |
99.1† | Governmental Regulation and Licensing. | |
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101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101 |
* A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K.
† Filed herewith.
†† Furnished herewith.
PFiled on Paper
Item 16. Form 10-K Summary.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CENTURY CASINOS, INC. | |
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By:/s/ Erwin Haitzmann | By:/s/ Peter Hoetzinger |
Erwin Haitzmann, Chairman of the Board and | Peter Hoetzinger, Vice Chairman of the Board, |
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| Date: March 17, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 17, 2026.
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Signature | Title | Signature | Title |
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/s/ Erwin Haitzmann Erwin Haitzmann | Chairman of the Board and Co-Chief Executive Officer | /s/ Gottfried Schellmann Gottfried Schellmann
| Director |
/s/ Peter Hoetzinger Peter Hoetzinger | Vice Chairman of the Board, Co-Chief Executive Officer
| /s/ Dinah Corbaci Dinah Corbaci | Director |
/s/ Margaret Stapleton Margaret Stapleton
| Chief Financial Officer | /s/ Eduard Berger Eduard Berger | Director |
/s/ Timothy Wright Timothy Wright | Chief Accounting Officer |
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Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
Financial Statements: |
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Report of Independent Registered Public Accounting Firm Grant Thornton LLP (PCAOB ID Number | F2 |
Consolidated Balance Sheets as of December 31, 2025 and 2024 | F3 |
Consolidated Statements of Loss for the Years Ended December 31, 2025 and 2024 | F4 |
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2025 and 2024 | F5 |
Consolidated Statements of (Deficit) Equity for the Years Ended December 31, 2025 and 2024 | F6 |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | F7 |
Notes to Consolidated Financial Statements | F8 |
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Financial Statement Schedules: |
All schedules are omitted because they are not applicable or are insignificant, or the required information is shown in the consolidated financial statements or notes thereto. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Century Casinos, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Century Casinos, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of loss, comprehensive loss, (deficit) equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
We have served as the Company's auditor since 2020.
March 17, 2026
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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| December 31, |
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| December 31, | |
Amounts in thousands, except for share and per share information |
| 2025 |
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| 2024 | |
ASSETS |
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Current Assets: |
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Cash and cash equivalents |
| $ |
| $ | ||
Receivables, net |
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Prepaid expenses |
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Inventories |
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Other current assets |
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Total Current Assets |
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Property and equipment, net |
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Leased right-of-use assets, net |
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Goodwill |
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Intangible assets, net |
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Deferred income tax assets |
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Deposits and other |
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Total Assets |
| $ |
| $ | ||
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Current portion of long-term debt |
| $ |
| $ | ||
Current portion of operating lease liabilities |
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Current portion of finance lease liabilities |
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Accounts payable |
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Accrued liabilities |
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Accrued payroll |
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Taxes payable |
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Total Current Liabilities |
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Long-term debt, net of current portion and deferred financing costs (Note 5) |
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Long-term financing obligation to VICI Properties, Inc. subsidiaries (Note 6) |
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Operating lease liabilities, net of current portion |
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Finance lease liabilities, net of current portion |
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Taxes payable and other |
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Deferred income tax liabilities |
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Total Liabilities |
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Commitments and Contingencies (Note 15) |
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(Deficit) Equity: |
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Preferred stock; $ |
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Common stock; $ |
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Additional paid-in capital |
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Retained loss |
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| ( |
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Accumulated other comprehensive loss |
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| ( |
Total Century Casinos, Inc. Shareholders' (Deficit) Equity |
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| ( |
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| ( |
Non-controlling interests |
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Total (Deficit) Equity |
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| ( |
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Total Liabilities and (Deficit) Equity |
| $ |
| $ | ||
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See notes to consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF LOSS
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| For the year | ||||
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| ended December 31, | ||||
Amounts in thousands, except for share and per share information |
| 2025 |
| 2024 | ||
Operating revenue: |
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Gaming |
| $ |
| $ | ||
Pari-mutuel, sports betting and iGaming |
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Hotel |
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Food and beverage |
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Other |
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Net operating revenue |
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Operating costs and expenses: |
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Gaming |
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Pari-mutuel, sports betting and iGaming |
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Hotel |
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Food and beverage |
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Other |
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General and administrative |
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Depreciation and amortization |
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Impairment - goodwill |
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| — |
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Total operating costs and expenses |
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Earnings (loss) from operations |
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| ( | |
Non-operating (expense) income: |
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Interest income |
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Interest expense |
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| ( |
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Gain on foreign currency transactions, cost recovery income and other (Note 2) |
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Non-operating (expense) income, net |
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| ( |
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| ( |
Loss before income taxes |
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| ( |
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| ( |
Income tax expense |
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| ( |
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| ( |
Net loss |
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| ( |
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| ( |
Net earnings attributable to non-controlling interests |
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| ( |
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| ( |
Net loss attributable to Century Casinos, Inc. shareholders |
| $ | ( |
| $ | ( |
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Loss per share attributable to Century Casinos, Inc. shareholders: |
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Basic |
| $ | ( |
| $ | ( |
Diluted |
| $ | ( |
| $ | ( |
Weighted average shares outstanding - basic |
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Weighted average shares outstanding - diluted |
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See notes to consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
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| For the year | ||||
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| ended December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Net loss |
| $ | ( |
| $ | ( |
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Other comprehensive income (loss) |
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Foreign currency translation adjustments |
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| ( | |
Other comprehensive income (loss) |
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| ( | |
Comprehensive loss |
| $ | ( |
| $ | ( |
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Comprehensive loss attributable to non-controlling interests |
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Net earnings attributable to non-controlling interests |
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| ( |
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Foreign currency translation adjustments |
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| ( |
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Comprehensive loss attributable to Century Casinos, Inc. shareholders |
| $ | ( |
| $ | ( |
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See notes to consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF (DEFICIT) EQUITY
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| For the year | ||||
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| ended December 31, | ||||
Amounts in thousands, except for share information |
| 2025 |
| 2024 | ||
Common Stock |
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Balance, beginning of period |
| $ |
| $ | ||
Common stock repurchases |
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| ( |
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| — |
Performance stock unit issuance |
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| — |
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Balance, end of period |
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Additional Paid-in Capital |
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Balance, beginning of period |
| $ |
| $ | ||
Amortization of stock-based compensation |
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Common stock repurchases (including incremental costs) |
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| — |
Performance stock unit issuance |
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| — |
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| ( |
Balance, end of period |
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Accumulated Other Comprehensive Loss |
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Balance, beginning of period |
| $ | ( |
| $ | ( |
Foreign currency translation adjustment |
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| ( | |
Balance, end of period |
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| ( |
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Retained (Loss) Earnings |
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Balance, beginning of period |
| $ | ( |
| $ | |
Net loss attributable to Century Casinos, Inc. shareholders |
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| ( |
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| ( |
Balance, end of period |
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| ( |
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| ( |
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Total Century Casinos, Inc. Shareholders' (Deficit) Equity |
| $ | ( |
| $ | ( |
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Non-controlling Interests |
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Balance, beginning of period |
| $ |
| $ | ||
Net earnings attributable to non-controlling interests |
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Foreign currency translation adjustment |
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| ( | |
Distributions to non-controlling interests |
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| ( |
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| ( |
Balance, end of period |
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Total (Deficit) Equity |
| $ | ( |
| $ | |
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Common shares issued |
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| — |
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Common shares repurchased and retired |
|
| ( |
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| — |
See notes to consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
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| For the year | |||||
| ended December 31, | |||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Cash Flows provided by (used in) Operating Activities: |
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Net loss |
| $ | ( |
| $ | ( |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Operating lease expense |
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Paid in kind interest on financing obligation |
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Loss on disposition of fixed assets |
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Amortization of stock-based compensation expense |
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Amortization of deferred financing costs and discount on notes receivable |
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Gain on debt repurchase |
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| — |
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| ( |
Deferred taxes |
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| ( |
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Impairment - goodwill |
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| — |
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Changes in Operating Assets and Liabilities: |
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Receivables, net |
|
| ( |
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Prepaid expenses and other assets |
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| ( | |
Accounts payable |
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| ( |
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| ( |
Other current and long-term liabilities |
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| ( |
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Inventories |
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Accrued payroll |
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| ( |
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| ( |
Taxes payable |
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| ( | |
Net cash provided by (used in) operating activities |
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| ( | |
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Cash Flows (used in) provided by Investing Activities: |
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Purchases of property and equipment |
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| ( |
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| ( |
Notes receivable proceeds |
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Purchase of intangible assets - casino license |
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| ( |
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| ( |
Proceeds from disposition of assets |
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Net cash used in investing activities |
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| ( |
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| ( |
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Cash Flows (used in) provided by Financing Activities: |
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Proceeds from borrowings of long-term debt |
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Principal payments of long-term debt and finance leases |
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| ( |
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| ( |
Distributions to non-controlling interests |
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| ( |
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| ( |
Common shares repurchased and retired |
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| ( |
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| — |
Repurchase of shares to satisfy tax withholding |
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| — |
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| ( |
Net cash used in financing activities |
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| ( |
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| ( |
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Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash |
| $ |
| $ | ( | |
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Decrease in Cash, Cash Equivalents and Restricted Cash |
| $ | ( |
| $ | ( |
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Cash, Cash Equivalents and Restricted Cash at Beginning of Period |
| $ |
| $ | ||
Cash, Cash Equivalents and Restricted Cash at End of Period |
| $ |
| $ | ||
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Supplemental Disclosure of Cash Flow Information: |
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Interest paid |
| $ |
| $ | ||
Income taxes paid (net of refunds received) |
| $ |
| $ | ||
Non-Cash Investing Activities: |
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Purchase of property and equipment on account |
| $ |
| $ |
See notes to consolidated financial statements.
CENTURY CASINOS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company owns, operates and manages the following casinos through wholly-owned subsidiaries in North America:
The Century Casino & Hotel in Central City, Colorado (“Central City” or “CTL”)
The Century Casino & Hotel in Cripple Creek, Colorado (“Cripple Creek” or “CRC”)
Mountaineer Casino, Resort & Races in New Cumberland, West Virginia (“Mountaineer” or “MTR”) (1)
The Century Casino & Hotel in Cape Girardeau, Missouri (“Cape Girardeau” or “CCG”) (1)
The Century Casino & Hotel in Caruthersville, 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)
The Century Casino & Hotel in Edmonton, Alberta, Canada (“Century Resorts Alberta” or “CRA”) (1)
The Century Casino St. Albert in St. Albert, Alberta, Canada (“St. Albert” or “CSA”) (1); and
Century Mile Racetrack and Casino in Edmonton, Alberta, Canada (“Century Mile” or “CMR”) (1)
(1)Subsidiaries of VICI Properties Inc. (“VICI PropCo”), an unaffiliated third party, own the real estate assets underlying these properties, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, and subsidiaries of the Company lease these properties under a triple net master lease agreement (“Master Lease”) with subsidiaries of VICI PropCo.
(2)Smooth Bourbon, LLC (“Smooth Bourbon”), a
The Company’s Colorado, Missouri, West Virginia and Nevada subsidiaries have partnered with third-party sports betting and iGaming operators to offer sports wagering and online betting through mobile apps. See below for more information about Missouri sports betting. During 2024,
The Company has a controlling financial interest through its wholly-owned subsidiary Century Resorts Management GmbH (“CRM”) in the following majority-owned subsidiaries:
The Company owns
The Company owns
Through its wholly owned subsidiary Century Nevada Acquisition, Inc., the Company has a
Other Projects and Developments
Sports Betting – Missouri
In May 2025, the Company announced that it has partnered with BetMGM, LLC (“BetMGM”) to operate an online and mobile sports betting application and retail sportsbook at its Cape Girardeau location under the Company’s license in Missouri. The agreement includes a percentage of net gaming revenue payable to the Company, with a guaranteed minimum. Sports betting began in Missouri on December 1, 2025.
Caruthersville Land-Based Casino and Hotel
On November 1, 2024, the Company opened its new land-based casino with a
Cape Girardeau Hotel
On April 4, 2024, the Company opened a
Terminated Projects
Golden Hospitality Limited
The Company previously sold an ownership interest in Golden Hospitality Limited (“GHL”) to unaffiliated shareholders of GHL in May 2019 for a $
Circa Sports and Tipico
During 2024, two of the Company’s sports betting partners in Colorado, Circa Sports and Tipico, requested early termination of their agreements, and we agreed to cancel the agreements. See above in this Note 1 for discussion of these terminated agreements.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adopted this standard as of December 31, 2025 and retrospectively applied the standard to 2024. The adoption of this guidance resulted in additional disclosure only and did not have an impact on the Company’s financial position. See “Note 12 – Income Taxes” for additional disclosures.
Accounting Pronouncements Pending Adoption –
In October 2023, the FASB issued 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 that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective and is to be applied prospectively. If by June 30, 2027, the SEC has not removed the applicable requirements the pending content will be removed. The Company is reviewing the updates provided by this standard. The Company is still evaluating the impact of adoption but does not expect the standard to have a material impact on the Company’s 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.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). The objective of ASU 2025-11 is to improve the navigability of the interim reporting guidance in Accounting Standard Codification 270 “Interim Reporting” (“ASC 270”) and to clarify when ASC 270 applies. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2025-11 is permitted. The Company is currently analyzing ASU 2025-11 and the impact of adoption on the Company's interim financial statements.
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|
| December 31, |
| December 31, | ||
Amounts in thousands |
| 2025 |
| 2024 | ||
Cash and cash equivalents |
| $ |
| $ | ||
Restricted cash included in deposits and other |
|
|
|
| ||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows |
| $ |
| $ | ||
As of December 31, 2025, the Company had $
Property and Equipment – Property and equipment are stated at cost. Costs of major improvements are capitalized, and costs of normal repairs and maintenance are charged to expense as incurred. Depreciation of assets in service is determined using the straight-line method over the estimated useful lives of the assets. Estimated service lives used are as follows:
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|
Buildings and improvements | |
Gaming equipment | |
Furniture and non-gaming equipment |
The Company evaluates long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If there is an indication of impairment, determined by the excess of the carrying value in relation to anticipated undiscounted future cash flows, the carrying amount of the asset is written down to its estimated fair value by a charge to operations. See Note 3 for additional information about the Company’s property and equipment.
The exchange rates to the US dollar used to translate balances for the reported periods are as follows:
|
|
|
|
|
|
| As of December 31, |
| As of December 31, |
Ending Rates |
| 2025 |
| 2024 |
Canadian dollar (CAD) |
|
| ||
Euros (EUR) |
|
| ||
Polish zloty (PLN) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year |
|
| ||
|
| ended December 31, |
| % Change | ||
Average Rates |
| 2025 |
| 2024 |
| 2025/2024 |
Canadian dollar (CAD) |
|
|
| ( | ||
Euros (EUR) |
|
|
| |||
Polish zloty (PLN) |
|
|
| |||
Source: Xe Currency Converter | ||||||
|
|
|
|
|
|
|
Gaming
The majority of the Company’s revenue is derived from gaming transactions involving wagers wherein, upon settlement, the Company either retains the customer’s wager, or returns the wager to the customer. Gaming revenue is reported as the net difference between wins and losses. The Company applies a practical expedient by accounting for its casino wagering transactions on a portfolio basis versus an individual basis as all wagers have similar characteristics. Gaming revenue is reduced by the incremental amount of unpaid progressive jackpots in the period during which the jackpot increases and the dollar value of points earned through tracked play. Performance obligations are satisfied upon completion of the wager with liabilities recognized for points earned through play. The Company offers lines of credit to customers at select locations; the lines of credit are short-term in nature.
In Canada, gaming activity is regulated at the provincial level. The Alberta Gaming, Liquor and Cannabis Commission (“AGLC”), under its authority, has granted licenses to the Company. The Company has entered into an agreement with the AGLC to provide gaming facility operation services as its agent, and pursuant to this agreement, the AGLC is considered the Company’s customer. For locations operating approved RECs, the Company also receives a contractually agreed upon commission from Horse Racing Alberta (“HRA”) based on net slot proceeds generated at those locations. The Company’s arrangements with the AGLC and HRA are accounted for as a combined contract, representing a single integrated obligation to provide gaming facility operation services that are satisfied over time.
Hotel accommodations and food and beverage furnished without charge, coupons and downloadable credits provided to customers to entice play are considered marketing incentives to induce play and are presented as a reduction to gaming revenue at their retail value on the date of redemption. Members of the Company’s casinos’ player’s clubs earn points based on, among other things, their volume of play at the Company’s casinos. Players can accumulate points over time that they may redeem at their discretion under the terms of the program. The value of the points is offset against the revenue in the period in which the points were earned. Marketing incentives and player’s club points provided to gaming customers allocated to gaming revenue were $
Hotel, Food and Beverage and Other Sales
Goods and services provided include hotel room rentals, food and beverage sales and retail sales. The majority of the hotel, food and beverage and other sales contracts are satisfied on the same day and revenue is recognized on the date of the sale. Revenue that is collected before the date of sale is recorded as deferred revenue. In the normal course of business, the Company does not accept product returns. The Company excludes taxes assessed by a governmental authority and collected by the Company from the transaction price.
Pari-Mutuel
Pari-mutuel revenue involves wagers on horse racing. The Company facilitates wagers on horse racing through live racing at the Company’s racetrack, off-track betting parlors at the Company’s casinos, and the operation of the Alberta off-track betting network. The Company has determined that it is the principal in the performance obligations through which amounts are wagered on horse
races run at the Company’s racetrack. For these performance obligations, the Company records revenue as the commission retained on wagers with revenue recognized on the date of the wager. The Company has determined that it is acting as the agent for all wagers placed through the Company’s off-track betting parlors and the off-track betting network. For these performance obligations, the Company records pari-mutuel revenue as the commission retained on wagers less the expense for host fees to the host racetrack. Expenses related to licenses and HRA levies are expensed in the same month as revenue is recognized.
Sports Betting and iGaming
Sports betting revenue involves wagers on sporting events, and iGaming revenue involves wagers on casino games through an online platform. The Company partners with sports betting and iGaming operators at its Missouri, Colorado, West Virginia and Nevada casinos to provide these services. The agreements generally provide the Company with a share of net gaming revenue and a minimum revenue guarantee each year from the sports betting and iGaming operators. The Company has determined that it is acting as the agent in its sports betting and iGaming transactions as the partner controls the betting service. For these performance obligations, the Company records sports betting and iGaming revenue as the minimum revenue guarantee or its contractual share of the net gaming revenue with the revenue recognized upon settlement of the wager. A contract liability is maintained for wagers at the Company’s Cape Girardeau sports book for unsettled wagers.
Promotional Allowances – The Company issues coupons and downloadable promotional credits to customers for the purpose of generating future revenue. The value of coupons and downloadable promotional credits redeemed is applied against the revenue generated on the day of the redemption. For the years ended December 31, 2025 and 2024, the estimated direct costs of providing promotional allowances were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year | ||||
|
| ended December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Hotel |
| $ |
| $ | ||
Food and beverage |
|
|
|
| ||
|
| $ |
| $ | ||
|
|
|
|
|
|
|
Weighted average shares outstanding for the years ended December 31, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year | ||||
|
| ended December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Weighted average common shares, basic |
|
|
|
| ||
Dilutive effect of stock options |
|
| — |
|
| — |
Weighted average common shares, diluted |
|
|
|
| ||
|
|
|
|
|
|
|
The following stock options are anti-dilutive and have not been included in the weighted-average shares outstanding calculation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year | ||||
|
| ended December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Stock options |
|
|
|
| | |
|
|
|
|
|
|
|
Property and equipment at December 31, 2025 and 2024 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Land |
| $ |
| $ | ||
Buildings and improvements |
|
|
|
| ||
Gaming equipment |
|
|
|
| ||
Furniture and non-gaming equipment |
|
|
|
| ||
Property and equipment held under finance leases (Note 8) |
|
|
|
| ||
Capital projects in process |
|
|
|
| ||
|
| $ |
| $ | ||
Less: accumulated depreciation |
|
| ( |
|
| ( |
Property and equipment, net |
| $ |
| $ | ||
|
|
|
|
|
|
|
Depreciation expense was $
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 the reporting units to the reporting units’ carrying values. The reportable segments with goodwill balances as of December 31, 2025 were Canada and Poland. For the quantitative goodwill impairment test, the current fair value of each reporting unit with goodwill balances is estimated using a combination of (i) the income approach using the discounted cash flow method for projected revenue, EBITDA and working capital, (ii) the market approach observing the price at which comparable companies or shares of comparable companies are bought or sold, and (iii) fair value measurements
using either quoted market price or an estimate of fair value using a present value technique. The cost approach, estimating the cost of reproduction or replacement of an asset, was considered but not used because it does not adequately capture an operating company’s intangible value. If the carrying value of a reporting unit exceeds its estimated fair value, the Company will recognize an impairment for the amount by which the carrying value exceeds the reporting unit’s fair value. The impairment analysis requires management to make estimates about future operating results, valuation multiples and discount rates and assumptions based on historical data and consideration of future market conditions. Changes in the assumptions can materially affect these estimates. Given the uncertainty inherent in any projection, actual results may differ from the estimates and assumptions used, or conditions may change, which could result in additional impairment charges in the future. Such impairments could be material. During the 2025 annual impairment testing, the Company performed a qualitative goodwill impairment test of each reporting unit with goodwill balances using a combination of (i) actual results compared to previously forecast estimates and (ii) analysis of the markets in which the casinos operate.
During its 2024 annual impairment testing, the Company determined that goodwill related to the Nugget was impaired. On July 30, 2024, the Company announced that it was replacing the management team at the Nugget. During the annual forecast process that began mid-fourth quarter 2024, the new management team revised the future operating results assumptions due to revised future performance expectations for the Nugget based on estimated future market conditions and analysis of the property’s sustained decrease in performance since its acquisition. The Company recorded $
During 2024, the Company determined that goodwill related to Rocky Gap was impaired. During the annual forecast process that began mid-fourth quarter 2024, the management team at Rocky Gap revised the future operating results assumptions due to delays in the execution of a planned player engagement strategy. As a result of the updated forecast, goodwill related to Rocky Gap was concluded to be impaired during the fourth quarter of the year ended December 31, 2024. The Company recorded $
Changes in the carrying value of goodwill related to US East, US Midwest, US West, Canada and Poland segments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
| US East |
| US Midwest |
| US West |
| Canada |
| Poland |
| Total | ||||||
Gross Carrying Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 1, 2024 |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | ||||||
Currency translation |
|
| — |
|
| — |
|
| — |
|
| ( |
|
| ( |
|
| ( |
As of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Currency translation |
|
| — |
|
| — |
|
| — |
|
|
|
|
|
| |||
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated impairment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
As of January 1, 2024 |
|
| ( |
|
| ( |
|
| — |
|
| ( |
|
|
|
| ( | |
Impairments |
|
| ( |
|
| — |
|
| ( |
|
|
|
|
|
| ( | ||
As of December 31, 2024 |
|
| ( |
|
| ( |
|
| ( |
|
| ( |
|
|
|
| ( | |
As of December 31, 2025 |
|
| ( |
|
| ( |
|
| ( |
|
| ( |
|
|
|
| ( | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2024 |
| $ | — |
| $ | — |
| $ | — |
| $ |
| $ |
| $ | |||
At December 31, 2025 |
| $ | — |
| $ | — |
| $ | — |
| $ |
| $ |
| $ | |||
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 (“MPEEM”) and the relief from royalty method under the income approach. During the 2025 annual impairment testing, the Company performed a qualitative impairment test of each reporting unit with indefinite-lived intangible assets using a combination of (i) actual results compared to previously forecast estimates and (ii) analysis of the markets in which the casinos operate.
Intangible assets at December 31, 2025 and 2024 consisted of the following:
|
|
|
|
|
|
|
|
|
| December 31, |
|
| December 31, |
Amounts in thousands |
| 2025 |
| 2024 | ||
Finite-lived |
|
|
|
|
|
|
Casino licenses |
| $ | |
| $ | |
Less: accumulated amortization |
|
| ( |
|
| ( |
|
|
| |
|
| |
Trademarks |
|
| |
|
| |
Less: accumulated amortization |
|
| ( |
|
| ( |
|
|
| |
|
| |
Player's club lists |
|
| |
|
| |
Less: accumulated amortization |
|
| ( |
|
| ( |
|
|
| |
|
| |
Total finite-lived intangible assets, net |
|
| |
|
| |
Indefinite-lived |
|
|
|
|
|
|
Casino licenses |
|
| |
|
| |
Trademarks |
|
| |
|
| |
Total indefinite-lived intangible assets |
|
| |
|
| |
Total intangible assets, net |
| $ | |
| $ | |
Trademarks
The Company currently owns
Trademarks: Finite-Lived
The Company has determined that each of the Mountaineer and Rocky Gap trademarks, reported in the US East segment, and the Nugget trademark, reported in the US West segment, have a useful life of
Changes in the carrying amount of the finite-lived trademarks are as follows:
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at |
|
| Amortization |
|
| Balance at |
US East |
| $ |
| $ | ( |
| $ | ||
US West |
|
|
|
| ( |
|
| ||
Total |
| $ |
| $ | ( |
| $ | ||
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at |
|
| Amortization |
|
| Balance at |
US East |
| $ |
| $ | ( |
| $ | ||
US West |
|
|
|
| ( |
|
| ||
Total |
| $ |
| $ | ( |
| $ |
As of December 31, 2025, estimated amortization expense for the finite-lived trademarks over the next five years was as follows:
|
|
|
|
Amounts in thousands |
|
|
|
2026 |
| $ | |
2027 |
|
| |
2028 |
|
| |
2029 |
|
| |
2030 |
|
| |
Thereafter |
|
| |
|
| $ | |
Trademark amortization expense was $
Trademarks: Indefinite-Lived
The Company has determined the Casinos Poland trademark, reported in the Poland segment, and the Century Casinos trademark, presented in the table below as Corporate and Other for reconciliation purposes, have indefinite useful lives and therefore the Company does not amortize these trademarks. Costs incurred to renew trademarks that are indefinite-lived are expensed over the renewal period as general and administrative expenses on the Company’s 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 |
Poland |
| $ |
| $ |
| $ | |||
Corporate and Other |
|
|
|
|
|
| |||
Total |
| $ |
| $ |
| $ | |||
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at January 1, 2024 |
|
| Currency translation |
|
| Balance at |
Poland |
| $ |
| $ | ( |
| $ | ||
Corporate and Other |
|
|
|
|
|
| |||
Total |
| $ |
| $ | ( |
| $ |
Casino Licenses: Finite-Lived
As of December 31, 2025, Casinos Poland had
Changes in the carrying amount of the finite-lived licenses are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at January 1, 2025 |
|
| New Casino License |
|
| Amortization |
|
| Currency translation |
|
| Balance at |
Poland |
| $ |
| $ |
| $ | ( |
| $ |
| $ | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at January 1, 2024 |
|
| New Casino License |
|
| Amortization |
|
| Currency translation |
|
| Balance at December 31, 2024 |
Poland |
| $ |
| $ |
| $ | ( |
| $ | ( |
| $ |
As of December 31, 2025, estimated amortization expense for the finite-lived casino licenses over the next five years was as follows:
|
|
|
|
Amounts in thousands |
|
|
|
2026 |
| $ | |
2027 |
|
| |
2028 |
|
| |
2029 |
|
| |
2030 |
|
| |
Thereafter |
|
| |
|
| $ |
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 $
Casino Licenses: Indefinite-Lived
The Company has determined that the casino licenses held in the US East segment from the West Virginia Lottery Commission, in the US Midwest segment from the Missouri Gaming Commission, in the US West segment from the Nevada Gaming Commission (held by Smooth Bourbon) and in the Canada segment from the AGLC and the HRA 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 consolidated statements of loss. Changes in the carrying amount of the licenses are as follows:
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at |
|
| Currency translation |
|
| Balance at |
US East |
| $ |
| $ |
| $ | |||
US Midwest |
|
|
|
|
|
| |||
US West |
|
|
|
|
|
| |||
Canada |
|
|
|
|
|
| |||
Total |
| $ |
| $ |
| $ | |||
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at |
|
| Currency translation |
|
| Balance at |
US East |
| $ |
| $ |
| $ | |||
US Midwest |
|
|
|
|
|
| |||
US West |
|
|
|
|
|
| |||
Canada |
|
|
|
| ( |
|
| ||
Total |
| $ |
| $ | ( |
| $ |
Player’s Club Lists
The Company has determined that the player’s club lists, reported in the US East, US Midwest and US West segments, have useful lives of
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at |
|
| Amortization |
|
| Balance at |
US East |
| $ |
| $ | ( |
| $ | ||
US Midwest |
|
|
|
| ( |
|
| ||
US West |
|
|
|
| ( |
|
| ||
Total |
| $ |
| $ | ( |
| $ | ||
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| Balance at |
|
| Amortization |
|
| Balance at |
US East |
| $ |
| $ | ( |
| $ | ||
US Midwest |
|
|
|
| ( |
|
| ||
US West |
|
|
|
| ( |
|
| ||
Total |
| $ |
| $ | ( |
| $ |
As of December 31, 2025, estimated amortization expense for the player’s club lists over the next five years was as follows:
|
|
|
|
Amounts in thousands |
|
|
|
2026 |
| $ | |
2027 |
|
| |
2028 |
|
| |
2029 |
|
| |
2030 |
|
| |
Thereafter |
|
| |
|
| $ |
Long-term debt and the weighted average interest rates at December 31, 2025 and 2024 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
| December 31, 2025 |
| December 31, 2024 | ||||||||
Goldman term loan |
| $ |
|
|
| $ |
|
| ||||
Credit agreement - CPL |
|
|
|
|
|
| — |
|
| — | ||
Credit facility - CPL |
|
|
|
|
|
| |
|
| |||
UniCredit term loan |
|
| — |
|
| — |
|
|
|
| ||
Total principal |
| $ | |
|
|
| $ | |
|
| ||
Deferred financing costs |
|
| ( |
|
|
|
|
| ( |
|
|
|
Total long-term debt |
| $ | |
|
|
|
| $ | |
|
|
|
Less current portion |
|
| ( |
|
|
|
|
| ( |
|
|
|
Long-term portion |
| $ | |
|
|
|
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goldman Credit Agreement
On April 1, 2022, the Company entered into the Goldman Credit Agreement by and among the Company, as borrower, the subsidiary guarantors party thereto, Goldman Sachs Bank USA, as administrative agent and collateral agent, Goldman Sachs Bank USA and BofA Securities, Inc., as joint lead arrangers and joint bookrunners, and the lenders and letter of credit lenders party thereto. The Goldman Credit Agreement provides for a $
The Goldman Term Loan matures on
Borrowings under the Goldman Credit Agreement bear interest at a rate equal to, at the Company’s option, either (a) the Adjusted Term SOFR (as defined in the Goldman Credit Agreement), plus an applicable margin (each loan, being a “SOFR Loan”), or (b) the ABR (as defined in the Goldman Credit Agreement), plus an applicable margin (each loan, being an “ABR Loan”). The applicable margin for the Goldman Term Loan is
In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Facility a commitment fee in respect of any unused commitments under the Revolving Facility at a per annum rate of
The Goldman Credit Agreement requires the Company to prepay the Goldman Term Loan, subject to certain exceptions, with:
•
•
The Goldman Credit Agreement provides that the Goldman Term Loan may be prepaid without a premium or penalties.
The borrowings under the Goldman Credit Agreement are guaranteed by the material subsidiaries of the Company, subject to certain exceptions (including the exclusion of the Company’s non-domestic subsidiaries), and are secured by a pledge (and, with respect to real property, mortgage) of substantially all of the existing and future property and assets of the Company and the guarantors, subject to certain exceptions.
The Goldman Credit Agreement contains customary representations and warranties, affirmative, negative and financial covenants, and events of default. All future borrowings under the Goldman Credit Agreement are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties. If the Company has aggregate outstanding revolving loans, swingline loans and letters of credit greater than $
Deferred financing costs consist of the Company’s costs related to financings. Amortization expenses relating to the Goldman Credit Agreement were $
Casinos Poland
As of December 31, 2025, CPL had a short-term line of credit (“CPL Credit Facility”) with mBank S.A. (“mBank”) used to finance current operations. The CPL Credit Facility was amended in June 2025 to extend the borrowing capacity of PLN
On November 20, 2025, CPL entered into a credit agreement with mBank (the “CPL Credit Agreement”). The CPL Credit Agreement is a term loan with a maximum borrowing amount of PLN
Under Polish gaming law, CPL is required to maintain PLN
of December 31, 2025) in deposits for this purpose as of December 31, 2025. These deposits are included in deposits and other on the Company’s consolidated balance sheet for the year ended December 31, 2025.
Century Resorts Management
CRM previously had a EUR
As of December 31, 2025, scheduled repayments related to long-term debt were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in thousands |
| Goldman Term Loan |
| CPL Credit Agreement (1) |
| CPL Credit Facility (2) |
| Total | ||||
2026 |
| $ |
| $ |
| $ |
| $ | ||||
2027 |
|
|
|
|
|
|
|
| ||||
2028 |
|
|
|
|
|
|
|
| ||||
2029 |
|
|
|
|
|
|
|
| ||||
Thereafter |
|
| — |
|
|
|
|
|
| — | ||
Total |
| $ |
| $ |
| $ |
| $ | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)The CPL Credit Agreement could be borrowed against through January 29, 2026. The repayments above are based on the payment schedule set forth in the agreement of PLN
(2)The CPL Credit Facility is available through June 2026. There is no set repayment schedule for the line of credit. The Company has included the balance in 2026 based on the planned repayment schedule.
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 2019 Acquisition and entered into the Master Lease to lease the real estate assets. See Note 1 for a list of the Company’s subsidiaries 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 by approximately $
On July 25, 2023, an amendment (i) added Rocky Gap to the Master Lease, (ii) increased initial annualized rent by approximately $
On September 6, 2023, an amendment (i) added the Century Canadian Portfolio to the Master Lease, (ii) increased initial annualized rent by approximately CAD
The Master Lease does not transfer control of the properties under the Master Lease to VICI PropCo subsidiaries. The Company accounts for the transaction as a failed sale-leaseback financing obligation. When cash proceeds are exchanged, a failed sale-leaseback financing obligation is equal to the proceeds received for the assets that are sold and then leased back. The value of the failed sale-leaseback financing obligations recognized in this transaction was determined to be the fair value of the leased real estate assets. In subsequent periods, a portion of the periodic payment under the Master Lease will be recognized as interest expense with the remainder of the payment reducing the failed sale-leaseback financing obligation using the effective interest method. The failed sale-leaseback obligations will not be reduced to less than the net book value of the leased real estate assets as of the end of the lease term.
The fair values of the real estate assets and the related failed sale-leaseback financing obligation were estimated at lease inception based on the present value of the estimated future payments over the term plus renewal options of
The Master Lease provides for the lease of land, buildings, structures and other improvements on the land, easements and similar appurtenances to the land and improvements relating to the operations of the leased properties. The Master Lease has an initial term of
The Master Lease has a triple-net structure, which requires the Tenant to pay substantially all costs associated with the Company’s properties that are subject to the Master Lease, including real estate taxes, insurance, utilities, maintenance and operating costs. The Master Lease contains certain covenants, including minimum capital improvement expenditures. The Company has provided a guarantee of the Tenant’s obligations under the Master Lease.
The rent payable under the Master Lease currently escalates at the greater of either
The estimated future payments in the table below include payments and adjustments to reflect estimated payments as described in the Master Lease, including the minimum annual escalator of
|
|
|
|
Amounts in thousands |
|
|
|
2026 (1) |
| $ | |
2027 |
|
| |
2028 |
|
| |
2029 |
|
| |
2030 |
|
| |
Thereafter |
|
| |
Total payments |
|
| |
Residual value |
|
| |
Less imputed interest |
|
| ( |
Total |
| $ | |
(1)Included in 2026 is $
Total payments and interest expense related to the Master Lease for the years ended December 31, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
| For the year ended | ||||
|
| December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Payments made per Master Lease |
| $ | |
| $ | |
CPI increase |
|
| |
|
| |
Total payments made including CPI increase |
|
| |
|
| |
|
|
|
|
|
|
|
Cash paid for principal (1) |
| $ | |
| $ | |
Cash paid for interest |
|
| |
|
| |
|
|
|
|
|
|
|
Interest expense |
| $ | |
| $ | |
The Company derives revenue and other income primarily from contracts with customers. A breakout of the Company’s revenue and other income is presented in the table below.
|
|
|
|
|
|
|
|
| For the year | ||||
|
| ended December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Revenue from contracts with customers |
| $ |
| $ | ||
Cost recovery income |
|
|
|
| ||
Total revenue |
| $ |
| $ | ||
The Company operates gaming establishments as well as related lodging, restaurant, horse racing (including off-track betting), sports betting, iGaming, and entertainment facilities in the US, Canada and Poland. 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.
Revenue from external customers is attributed to reportable segments based on the location of the Company’s casino operations. Disaggregation of the Company’s revenue from contracts with customers by type of revenue and reportable segment is presented in the tables below.
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|
|
|
| For the year ended December 31, 2025 | |||||||||||||||||||
Amounts in thousands |
| US |
|
| US Midwest |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Gaming | $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
Pari-mutuel, sports betting and iGaming |
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| |||||
Hotel |
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| |||||
Food and beverage |
|
|
|
|
|
|
|
|
|
|
| — |
|
| ||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net operating revenue | $ |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | |||||||
|
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|
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|
(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
| For the year ended December 31, 2024 | |||||||||||||||||||
Amounts in thousands |
| US |
|
| US Midwest |
|
| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Gaming | $ |
| $ |
| $ |
| $ |
| $ |
| $ | — |
| $ | ||||||
Pari-mutuel, sports betting and iGaming |
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| |||||
Hotel |
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| |||||
Food and beverage |
|
|
|
|
|
|
|
|
|
|
| — |
|
| ||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net operating revenue | $ |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
For the majority of the Company’s contracts with customers, payment is made in advance of the services and contracts are settled on the same day the sale occurs with revenue recognized on the date of the sale. For contracts that are not settled, a contract liability is created. The 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 $
|
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|
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|
|
|
|
|
|
|
|
| For the year ended |
| For the year ended | ||||||||
|
| December 31, 2025 |
| December 31, 2024 | ||||||||
Amounts in thousands |
| Receivables |
| Contract Liabilities |
| Receivables |
| Contract Liabilities | ||||
Opening |
| $ |
| $ |
| $ |
| $ | ||||
Closing |
|
|
|
|
|
|
|
| ||||
Increase (Decrease) |
| $ |
| $ |
| $ | ( |
| $ | ( | ||
Receivables are included in accounts receivable and contract liabilities are included in accrued liabilities on the Company’s 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 applied the optional exemption and 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.
Pari-mutuel, sports betting and iGaming revenue includes the following for the years ended December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
| For the year ended December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Pari-mutuel revenue |
| $ |
| $ | ||
Sports betting revenue |
|
|
|
| ||
iGaming revenue |
|
|
|
| ||
Total |
| $ |
| $ | ||
The Company determines if an arrangement is a lease at inception. 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
The components of lease expense were as follows:
|
|
|
|
|
|
|
|
| For the year ended | ||||
|
| December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Operating lease expense |
| $ | |
| $ | |
|
|
|
|
|
|
|
Finance lease expense: |
|
|
|
|
|
|
Amortization of right-of-use assets |
| $ | |
| $ | |
Interest on lease liabilities |
|
| |
|
| |
Total finance lease expense |
| $ | |
| $ | |
|
|
|
|
|
|
|
Short-term lease expense |
| $ | |
| $ | |
|
|
|
|
|
|
|
Variable lease expense |
| $ | |
| $ | |
Variable lease expense relates primarily to rates based on a percentage of gaming revenue, 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 year ended | ||||
|
| December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
Operating cash flows from finance leases |
| $ |
| $ | ||
Operating cash flows from operating leases |
|
|
|
| ||
Financing cash flows from finance leases |
|
|
|
| ||
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for operating lease liabilities |
| $ |
| $ | ||
Right-of-use assets obtained in exchange for finance lease liabilities |
| $ |
| $ | ||
|
|
|
|
|
|
|
Supplemental balance sheet information related to leases was as follows:
|
|
|
|
|
|
|
|
| As of |
| As of | ||
Amounts in thousands |
| December 31, 2025 |
| December 31, 2024 | ||
Operating leases |
|
|
|
|
|
|
Leased right-of-use assets, net |
| $ | |
| $ | |
|
|
|
|
|
|
|
Current portion of operating lease liabilities |
|
| |
|
| |
Operating lease liabilities, net of current portion |
|
| |
|
| |
Total operating lease liabilities |
|
| |
|
| |
|
|
|
|
|
|
|
Finance leases |
|
|
|
|
|
|
Finance lease right-of-use assets, gross |
|
| |
|
| |
Accumulated depreciation |
|
| ( |
|
| ( |
| |
|
| | ||
|
|
|
|
|
|
|
Current portion of finance lease liabilities |
|
| |
|
| |
Finance lease liabilities, net of current portion |
|
| |
|
| |
Total finance lease liabilities |
|
| |
|
| |
|
|
|
|
|
|
|
Weighted-average remaining lease term |
|
|
|
|
|
|
Operating leases |
|
|
|
| ||
Finance leases |
|
|
|
| ||
|
|
|
|
|
|
|
Weighted-average discount rate |
|
|
|
|
|
|
Operating leases |
|
|
|
| ||
Finance leases |
|
|
|
| ||
Maturities of lease liabilities as of December 31, 2025 were as follows:
|
|
|
|
|
|
|
Amounts in thousands |
|
| Operating Leases |
| Finance Leases | |
2026 |
| $ | |
| $ | |
2027 |
|
| |
|
| |
2028 |
|
| |
|
| |
2029 |
|
| |
|
| |
2030 |
|
| |
|
|
|
Thereafter |
|
| |
|
|
|
Total lease payments |
|
| |
|
| |
Less imputed interest |
|
| ( |
|
| ( |
Total |
| $ | |
| $ | |
Accrued liabilities include the following as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
| ||||
|
| December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Accrued commissions (AGLC) |
| $ |
| $ | ||
Progressive slot, table and on track liability |
|
|
|
| ||
Player point liability |
|
|
|
| ||
Chip liability |
|
|
|
| ||
Racing-related liabilities |
|
|
|
| ||
Deposit liability |
|
|
|
| ||
Deferred revenue |
|
|
|
| ||
Construction liability |
|
| — |
|
| |
Accrued interest |
|
|
|
| ||
Other accrued liabilities |
|
|
|
| ||
Total |
| $ |
| $ | ||
Accrued commissions (AGLC) include the portion of slot machine net sales and table game wins owed to the AGLC as of December 31, 2025 and 2024.
Taxes payable include the following as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Accrued property taxes |
| $ |
| $ | ||
Gaming taxes payable |
|
|
|
| ||
Income taxes payable |
|
|
|
| ||
Other taxes payable |
|
|
|
| ||
Total |
| $ |
| $ | ||
Taxes payable and other include the following as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
| December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Income taxes payable - long term |
| $ | — |
| $ | |
Other taxes payable and other |
|
|
|
| ||
Total |
| $ |
| $ | ||
Since March 2000, the Company has had a discretionary program to repurchase its outstanding common stock. Beginning in May 2025, the Company has entered into 10b5-1 trading plans (the “Plans”) for the purpose of repurchasing shares of the Company’s outstanding common stock in accordance with the share repurchase program previously authorized by the Board. The Plans are intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Repurchases of common stock under the Plans are being administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plans.
The Company’s Plan announced on May 14, 2025 expired by its terms on July 31, 2025, and the Plan announced on August 11, 2025 expired by its terms on December 31, 2025. The Company’s current Plan was announced on January 2, 2026. The current Plan authorizes the repurchase of up to $
The Company has not declared or paid any dividends. Declaration and payment of dividends, if any, in the future will be at the discretion of the Board. The Company does not have any minimum capital requirements related to its status as a US corporation in the state of Delaware.
Stockholders of the Company approved the 2016 Equity Incentive Plan (the “2016 Plan”) at the 2016 annual meeting of stockholders. The 2016 Plan was amended and restated at the Company’s 2024 annual meeting of stockholders. The 2016 Plan will expire in
PSUs
The PSUs vest subject to market and performance conditions. The conditions are weighted
Activity in the Company’s stock-based compensation plan for the PSUs was as follows:
|
|
|
|
|
|
|
| Target PSUs |
|
| Weighted-Average Grant-Date Fair Value |
Nonvested at January 1, 2024 |
|
| $ | ||
Granted |
|
|
| ||
Vested |
| ( |
|
| |
Forfeited |
| ( |
|
| |
Nonvested at December 31, 2024 |
|
| $ | ||
Granted |
|
|
| ||
Vested |
|
|
| ||
Forfeited |
| ( |
|
| |
Nonvested at December 31, 2025 |
|
| $ |
At December 31, 2025, there was a total of $
The fair value of the PSUs granted is estimated on the date of grant using the Monte Carlo model with the following assumptions:
|
|
|
Assumptions for PSU Awards |
|
|
| 2025 | 2024 |
Risk-free interest rate | ||
Expected life | ||
Expected volatility | ||
Expected dividends | $ | $ |
Forfeiture rate |
Stock Options
Activity related to options in the Company’s stock-based compensation plans for employee stock options was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Option Shares |
|
| Weighted-Average Exercise Price |
| Weighted-Average Remaining Contractual Term (1) |
| Options Exercisable |
|
| Weighted-Average Exercise Price |
Outstanding at January 1, 2025 |
|
| $ |
|
|
| $ | |||||
Outstanding at December 31, 2025 |
|
| $ |
|
|
| $ | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)In years
The following table summarizes information about employee stock options outstanding and exercisable at December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in thousands |
| Options Outstanding |
| Options Exercisable |
|
| Intrinsic Value of Options Outstanding |
|
| Intrinsic Value of Options Exercisable |
| Weighted-Average Life of Options Outstanding (1) |
| Weighted-Average Life of Options Exercisable |
Exercise Price: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
| — |
|
| — |
|
| ||||
|
|
|
| $ | — |
| $ | — |
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) In years
The aggregate intrinsic value represents the difference between the Company’s closing stock price of $
Director Equity
The Company’s outside directors were issued
Additional Stock Information
There were
Stock-based compensation expense was recognized in general and administrative expenses on the Company’s consolidated statements of loss as follows:
|
|
|
|
|
|
|
|
| For the year ended December 31, | ||||
Amounts in thousands |
| 2025 |
| 2024 | ||
Compensation expense: |
|
|
|
|
|
|
2016 Plan |
| $ |
| $ | ||
|
|
|
|
|
|
|
The Company’s US and foreign pre-tax (loss) income is summarized in the table below:
|
|
|
|
|
|
|
Amounts in thousands |
| 2025 |
| 2024 | ||
(Loss) income before taxes: |
|
|
|
|
|
|
US |
| $ | ( |
| $ | ( |
Foreign |
|
| |
|
| |
Total (loss) income before taxes |
| $ | ( |
| $ | ( |
The Company’s provision (benefit) for income taxes is summarized as follows:
|
|
|
|
|
|
|
|
|
| ||||
|
| For the year ended December 31, | ||||
Amounts in thousands |
|
| 2025 |
|
| 2024 |
Current: |
|
|
|
|
|
|
US - Federal |
| $ |
| $ | ||
US - State |
|
|
|
| ||
Foreign |
|
|
|
| ||
Total current |
|
|
|
| ||
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
US - Federal |
|
|
|
| ||
US - State |
|
| ( |
|
| |
Foreign |
|
| ( |
|
| ( |
Total deferred |
|
| ( |
|
| |
|
|
|
|
|
|
|
Total: |
|
|
|
|
|
|
US - Federal |
|
|
|
| ||
US - State |
|
|
|
| ||
Foreign |
|
|
|
| ||
Total provision (benefit) for income taxes |
| $ |
| $ | ||
|
|
|
|
|
|
|
The components of the Company’s income taxes paid, net of refunds, are as follows:
|
|
|
|
|
|
|
Amounts in thousands |
| 2025 |
| 2024 | ||
US federal |
| $ | ( |
| $ | |
|
|
|
|
|
|
|
US state and local |
|
|
|
|
|
|
Missouri |
|
| |
|
| |
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
|
Canada |
|
| |
|
| |
Austria |
|
| — |
|
| — |
Poland |
|
| |
|
| |
|
|
|
|
|
|
|
Total taxes paid, net of refunds |
| $ | |
| $ | |
The Company’s effective income tax rate differs from the statutory federal income tax rate as follows:
|
|
|
|
|
|
|
|
|
Amounts in thousands |
|
| 2025 |
|
| 2024 | ||
US federal statutory tax rate |
| $ | ( |
| $ | ( | ||
State and local income taxes, net of federal income tax effect |
|
|
|
|
|
|
|
|
Income tax effect (1) |
|
| | ( |
|
| | ( |
Foreign tax effects |
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
Changes in valuation allowances |
|
| | ( |
|
| | ( |
Other |
|
| ( |
|
| | ( | |
Austria |
|
|
|
|
|
|
|
|
Changes in valuation allowances |
|
| ( |
|
| ( | ||
Withholding taxes |
|
| | ( |
|
| | ( |
Other |
|
| ( |
|
| | ( | |
Poland |
|
| | ( |
|
| | ( |
Mauritius |
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| |
|
| | ||
Effect of changes in tax laws or rates enacted in the current period |
|
| — | — |
|
| — | — |
Effect of cross-border tax laws |
|
| | ( |
|
| | ( |
Tax credits |
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| ( |
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| ( | ||
Changes in valuation allowances |
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| | ( |
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| | ( |
Nontaxable or nondeductible items |
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Income taxed to owners of non-controlling interest |
|
| ( |
|
| ( | ||
Other |
|
| | ( |
|
| | ( |
Worldwide changes in prior year unrecognized tax benefits |
|
| ( |
|
| ( | ||
Effective tax rate |
| $ | | ( |
| $ | | ( |
(1)In 2024 and 2025, state taxes in Missouri comprised the majority of the state and local income taxes, net of federal effect category.
The Company’s effective income tax rate for the year ended December 31, 2025 was (
The Company continues to maintain valuation allowances on deferred tax assets for CMR, CRM and Century Resorts International, Ltd., as well as deferred tax assets in the US. The Company's valuation allowances increased by $
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA extends and makes permanent several key provisions of the Tax Cuts and Jobs Act of 2017 previously set to expire at the end of 2025. This new legislation also introduced modifications to international taxation. The OBBBA did not have a material impact on the Company’s 2025 effective tax rate or income taxes paid. Management will continue to analyze and adjust future amounts as administrative guidance, regulations, and potential amendments and interpretations of the OBBBA occur.
The Company’s deferred income taxes at December 31, 2025 and 2024 are summarized as follows:
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Amounts in thousands |
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| 2025 |
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| 2024 |
Deferred tax assets (liabilities) – US Federal and state: |
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Deferred tax assets |
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Amortization of goodwill for tax |
| $ | |
| $ | |
Financing obligation to VICI Properties, Inc. subsidiaries |
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NOL carryforward |
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Leases |
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Disallowed interest expense |
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Accrued liabilities and other |
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Valuation allowance |
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| ( |
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| ( |
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| $ |
| $ | ||
Deferred tax liabilities |
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Property and equipment |
| $ | ( |
| $ | ( |
Leases |
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| ( |
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| ( |
Prepaid expenses |
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| ( |
|
| ( |
Unremitted foreign subsidiary earnings |
|
| ( |
|
| ( |
|
| $ | ( |
| $ | ( |
Long-term deferred tax (liability) asset |
| $ | ( |
| $ | ( |
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Deferred tax assets (liabilities) – foreign |
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Deferred tax assets |
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Property and equipment |
| $ | |
| $ | |
Financing obligation to VICI Properties, Inc. subsidiaries |
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NOL carryforward |
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| |
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| |
Accrued liabilities and other |
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Leases |
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Disallowed interest |
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| — |
Subsidiary liquidation |
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Exchange rate gain |
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Valuation allowance |
|
| ( |
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| ( |
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| $ | |
| $ | |
Deferred tax liabilities |
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Property and equipment |
| $ | ( |
| $ | ( |
Exchange rate loss |
|
| ( |
|
| ( |
Intangibles |
|
| ( |
|
| ( |
Leases |
|
| ( |
|
| ( |
Unremitted foreign subsidiary earnings |
|
| ( |
|
| ( |
Others |
|
| ( |
|
| ( |
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| $ | ( |
| $ | ( |
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Long-term deferred tax asset |
| $ | |
| $ | |
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|
The Company had income tax net operating loss carryforwards related to its domestic and international operations of approximately $
|
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|
Amounts in thousands |
|
|
|
2025 – 2034 |
| $ | |
2035 – 2045 |
|
| |
No expiration |
|
| |
Total deferred tax assets |
| $ |
As of December 31, 2025, the Company has accumulated undistributed earnings generated by its foreign subsidiaries that significantly exceed the approximately $
The Company has analyzed filing positions in all of the US federal, state and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its US federal tax return, its state tax returns in Colorado, Missouri, West Virginia and Maryland and its foreign tax returns in Canada and Poland as “major” tax jurisdictions, as defined by the Internal Revenue Code.
The Company’s income tax returns for the following periods are currently subject to examination:
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Jurisdiction |
| Periods |
|
US Federal |
|
| |
US State – Colorado |
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US State – Maryland |
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| |
US State – Missouri |
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US State – West Virginia |
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| |
Canada |
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| |
Mauritius |
|
| |
Poland |
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| |
Austria |
|
|
During 2024, the Company recognized $
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Amounts in thousands |
| 2025 |
| 2024 | ||
Unrecognized tax benefit - January 1 |
| $ |
|
| $ | |
Lapse of statute of limitations |
|
|
|
|
| ( |
Unrecognized tax benefit - December 31 |
| $ |
|
| $ |
|
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
Nonrecurring 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.
Debt – The carrying value of the Goldman Credit Agreement approximates fair value based on variable interest paid on the obligations. The estimated fair values of the outstanding balance under the Goldman Credit Agreement is designated as Level 2 measurements in the fair value hierarchy based on quoted prices in active markets for similar liabilities. The carrying value of the CPL Credit Facility approximates fair value due to the short-term nature of the agreement. The carrying value of the CPL Credit Agreement approximates fair value based on the recently negotiated terms. 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 values of 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. Cash equivalents as of December 31, 2025 and 2024, were $
During the fourth quarter of 2025, due to changes in expected long-term future economic characteristics, the Company determined that the aggregation of operating segments within the United States reportable segment was no longer appropriate. As a result, the Company reorganized its reportable segments to provide greater specificity within the United States. Although the Company’s consolidated results of operations, financial position and cash flows were not impacted, the Company has updated the segment disclosures for prior periods to reflect the new reporting structure.
The Company reports its financial performance in
The Company’s chief operating decision maker is a management function comprised of
within the annual budget and forecasting process when making decisions about the allocation of operating and capital resources to each segment;
to evaluate monthly results compared to budget which are used in assessing segment performance;
to determine whether to invest in growth projects in the segment; and
to determine initiatives such as acquisitions or deleveraging.
The table below provides information about the aggregation of the Company’s reporting units and operating segments into reportable segments as of December 31, 2025:
|
|
Reportable Segment and | Reporting Unit |
US East | |
| |
US Midwest | |
| |
| |
| |
US West | |
Canada | |
| |
| |
| |
Poland |
(1)The real estate assets, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, are owned by VICI PropCo and leased under the Master Lease.
Adjusted EBITDAR
Adjusted EBITDAR is a 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) losses 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 interest expense. Intercompany transactions consisting primarily of management and royalty fees and interest, along with their related tax effects, are excluded from the presentation of Segment Adjusted EBITDAR. Not all of the aforementioned items occur in each reporting period, but have been included in the definition based on historical activity. These adjustments have no effect on the consolidated results as reported under US GAAP. Adjusted EBITDAR is not considered a measure of performance recognized under US GAAP.
The following tables provide summary information regarding the Company’s reportable segments:
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| For the year ended December 31, 2025 | ||||||||||||||||||||
Amounts in thousands |
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| US |
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| US |
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| US |
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| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net operating revenue |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | |||||||
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Less: |
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Payroll expense |
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Operating expenses (2) |
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Gaming tax expense |
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| — |
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Cost of goods sold |
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Other segment items (3) |
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Pre-opening and termination expenses |
|
| — |
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| — |
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| — |
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| — |
|
| ( |
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Segment Adjusted EBITDAR |
| $ |
| $ |
| $ |
| $ |
| $ |
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| $ | ||||||
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Other operating benefits (costs) and other income (expenses): |
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| |||||||||||||||
Corporate and other expenses |
|
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| $ | ( | |||||||||||||||
Interest income |
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| ||||||||||||||||
Interest expense (4) |
|
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| ( | |||||||||||||||
Depreciation and amortization |
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| ( | |||||||||||||||
Non-cash stock-based compensation |
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| ( | |||||||||||||||
Gain on foreign currency transactions, cost recovery income and other (5) |
|
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| ||||||||||||||||
Loss on disposition of fixed assets |
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| ( | |||||||||||||||
Pre-opening and termination expenses |
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| ( | |||||||||||||||
Loss before income taxes |
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| ( | |||||||||||||||
Income tax expense |
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| ( | |||||||||||||||
Net loss |
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| $ | ( | |||||||||||||||
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(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
(2)Operating expenses include professional services, supplies, maintenance, utilities and other expenses not otherwise categorized in this table.
(3)Other segment items include marketing expenses.
(4)Interest expense primarily relates to the Master Lease and the Goldman Credit Agreement.
(5)Includes $
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| For the year ended December 31, 2024 | ||||||||||||||||||||
Amounts in thousands |
|
| US |
|
| US |
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| US |
|
| Canada |
|
| Poland |
|
| Other (1) |
|
| Total |
Net operating revenue |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | |||||||
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Less: |
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Payroll expense |
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Operating expenses (2) |
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Gaming tax expense |
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| — |
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| ||||
Cost of goods sold |
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Other segment items (3) |
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| |||||
Pre-opening and termination expenses |
|
| — |
|
| — |
|
| — |
|
| — |
|
| ( |
|
|
|
|
|
|
Segment Adjusted EBITDAR |
| $ |
| $ |
| $ |
| $ |
| $ |
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| $ | ||||||
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Other operating benefits (costs) and other income (expenses): |
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| |||||||||||||||
Corporate and other expenses |
|
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| $ | ( | |||||||||||||||
Interest income |
|
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|
| ||||||||||||||||
Interest expense (4) |
|
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| ( | |||||||||||||||
Depreciation and amortization |
|
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| ( | |||||||||||||||
Non-cash stock-based compensation |
|
|
|
|
| ( | |||||||||||||||
Gain on foreign currency transactions, cost recovery income and other (5) |
|
|
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| ||||||||||||||||
Impairment - goodwill (6) |
|
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| ( | |||||||||||||||
Loss on disposition of fixed assets |
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| ( | |||||||||||||||
Acquisition costs |
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| ||||||||||||||||
Pre-opening and termination expenses |
|
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| ( | |||||||||||||||
Loss before income taxes |
|
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|
| ( | |||||||||||||||
Income tax expense |
|
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| ( | |||||||||||||||
Net loss |
|
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| $ | ( | |||||||||||||||
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(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
(2)Operating expenses include professional services, supplies, maintenance, utilities and other expenses not otherwise categorized in this table.
(3)Other segment items include marketing expenses.
(4)Interest expense primarily relates to the Master Lease and the Goldman Credit Agreement.
(5)Includes $
(6)Related to the impairment of goodwill at the Nugget and Rocky Gap.
Additional reconciliations of the Company’s assets by reportable segment are included in the table below.
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| As of December 31, | ||||||||||||||||
Amounts in thousands |
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
|
| Segment Assets (1) |
| Long-Lived Assets (2) |
| Total Assets | ||||||||||||
US East |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | ||||||
US Midwest |
|
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| ||||||
US West |
|
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| ||||||
Canada |
|
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| ||||||
Poland |
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| ||||||
Other (3) |
|
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| ||||||
Total |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ | ||||||
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(1)Segment assets are cash and cash equivalents.
(2)Long-lived assets are calculated as total assets less total current assets and deferred income taxes.
(3)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
Additional reconciliations of capital expenditures by reportable segment are included in the table below.
|
|
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|
|
|
|
|
| For the year ended | ||||
|
| December 31, | ||||
Amounts in thousands |
|
| 2025 |
|
| 2024 |
US East |
| $ |
| $ | ||
US Midwest |
|
|
|
| ||
US West |
|
|
|
| ||
Canada |
|
|
|
| ||
Poland |
|
|
|
| ||
Other (1) |
|
|
|
| ||
Total |
| $ |
| $ | ||
|
|
|
|
|
|
|
(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.
Litigation – From time to time, the Company is subject to various legal proceedings arising from normal business operations. The Company does not expect the outcome of such 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) – CPL 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. CPL 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. The final payments related to the Hilton Hotel casino were made in September 2025.
A reconciliation of the termination cost liability as of December 31, 2025 is presented below:
|
|
|
|
Amounts in thousands |
|
|
|
Balance as of January 1, 2025 |
| $ | |
Termination costs (1) |
|
| |
Payments |
|
| ( |
Estimate adjustments |
|
| ( |
Currency translation |
|
| |
Balance as of December 31, 2025 |
| $ | |
|
|
|
|
(1)Termination costs are included in general and administrative expenses in the Poland reportable segment for the year ended December 31, 2025.
Employee Benefit Plans – The Company provides its employees in the United States with a 401(k) Savings and Retirement Plan (the “401K Plan”). The 401K Plan allows eligible employees to make tax-deferred cash contributions that are matched on a discretionary basis by the Company up to a specified level. Participants become fully vested in employer contributions over a
16. TRANSACTIONS WITH RELATED PARTIES
The Company has entered into separate management agreements with Flyfish Management & Consulting AG (“Flyfish”), a management company controlled by Co CEO Erwin Haitzmann, and with Focus Lifestyle and Entertainment AG (“Focus”), a management company controlled by Co CEO Peter Hoetzinger’s family trust/foundation, to secure the services of each officer and related management company. Both Co CEOs are responsible for planning, directing, and controlling the activities of the Company. Included in general and administrative expenses in the Company’s consolidated statements of loss are payments to both Flyfish and Focus for a total of $
The Nugget Lease finance lease asset, finance lease liability, revenue and expense are eliminated upon consolidation. The rent payments are subject to annual escalations during the lease term. The Nugget Lease has an initial term of
The Company evaluated subsequent events and accounting and disclosure requirements related to material subsequent events in its consolidated financial statements and related notes. The Company did not identify any material subsequent events impacting its financial statements in this report.
FAQ
What does Century Casinos (CNTY) primarily do according to its latest 10-K?
What strategic review is Century Casinos (CNTY) conducting?
How leveraged is Century Casinos (CNTY) based on the 2025 10-K?
How is Century Casinos (CNTY) expanding in sports betting and iGaming?
What are the main competitive risks for Century Casinos (CNTY)?
How does Century Casinos (CNTY) describe its cybersecurity and technology risk management?
