Century Casinos, Inc. furnished an update on its business by issuing a press release with its financial results for the third quarter of 2025. The company submitted the press release as Exhibit 99.1 to a current report, making the information available to investors.
The company states that the information in this report and Exhibit 99.1 is being furnished, not filed, so it is not subject to certain liability provisions of the Exchange Act and will only be incorporated into other filings if specifically referenced. The report also notes that the press release may contain forward-looking statements and directs readers to the company’s Form 10-K for the year ended December 31, 2024 for a discussion of risk factors.
Century Casinos (CNTY) filed a Form 12b-25, notifying a late Form 10-Q for the quarter ended September 30, 2025. The delay stems from additional accounting work tied to a material error identified by the Audit Committee that requires restating prior financials, including a goodwill impairment for the Rocky Gap reporting unit affecting the 2024 Form 10-K and the Q1 and Q2 2025 Forms 10-Q.
The company expects to file the September 2025 Form 10-Q within the five-day extension permitted under Rule 12b-25. Reference to the impact on third-quarter 2025 results is provided in Exhibit 99.1 to the Form 8-K filed on November 10, 2025.
Century Casinos (CNTY) announced a restatement and non‑reliance on prior financials. The Audit Committee determined that a miscalculation in the carrying value of invested capital used to value the Rocky Gap reporting unit led to a goodwill impairment that was not properly recorded.
For the year ended December 31, 2024, the restatement will record approximately $26.5 million in goodwill impairment, reduce goodwill by $26.5 million, increase net loss attributable to shareholders by about $25.4 million, and reduce deferred income taxes by roughly $1.0 million. The same goodwill, retained losses, and deferred tax impacts apply to the quarters ended March 31, 2025 and June 30, 2025.
The company plans to file a Form 10‑K/A for 2024 and Forms 10‑Q/A for Q1 and Q2 2025 within five calendar days. Management identified a material weakness in internal control over financial reporting; disclosure controls were not effective as of December 31, 2024, March 31, 2025, and June 30, 2025. Operating cash flows are unaffected, and compliance with debt covenants and compensation metrics is unchanged.
Rice Hall James & Associates, LLC reports beneficial ownership of 1,476,820 shares of Century Casinos, Inc. (CNTY), representing 4.92% of the outstanding common stock. The filing states the shares are held with sole voting and sole dispositive power and were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control. The reporting entity is a Delaware limited liability company and identifies itself as an investment adviser type (IA). The statement is certified by Janine Marquez, Chief Compliance Officer, with an event date of 09/30/2025.
Century Casinos, Inc. entered into a 10b5-1 trading plan on August 11, 2025 to repurchase up to $2.5 million of its common stock under a Board-authorized program through December 31, 2025. The Plan implements the previously authorized share repurchase program and sets a dollar cap on repurchases.
The Plan is intended to comply with Rule 10b5-1 and authorizes repurchases to be executed through an independent broker subject to price, market, volume and timing constraints specified in the Plan.
Royce & Associates LP (RALP) filed Amendment No. 7 to Schedule 13G revealing an 8.41 % passive stake in Century Casinos, Inc. (CNTY) as of 30 June 2025. The investment adviser reports beneficial ownership of 2,580,155 common shares, holding sole voting and dispositive power over the entire position; no shares are held jointly. The holding is maintained on behalf of multiple investment-management clients and, per the certification, was acquired in the ordinary course and not to influence control of the issuer. RALP, an indirect subsidiary of Franklin Resources, Inc., states that internal information barriers separate its investment decisions from other Franklin affiliates; therefore no other affiliate or Franklin principal shareholder is deemed a beneficial owner. Crossing the 5 % threshold obliges public disclosure, but the stake remains below 10 %, limiting any governance impact. Investors may interpret the rising institutional ownership as confidence in CNTY while remaining aware that future portfolio rebalancing by RALP could introduce selling pressure.
Century Casinos (Nasdaq:CNTY) filed a Current Report on Form 8-K disclosing the final results of its 2025 Annual Meeting of Stockholders held on June 23, 2025.
Key outcomes:
- Re-elected Class I directors Dinah Corbaci (11.52 M for; 2.93 M against; 1.01 M abstain; 8.02 M broker non-votes) and Eduard Berger (13.80 M for; 0.64 M against; 1.01 M abstain; 8.02 M broker non-votes).
- Ratified Grant Thornton LLP as independent auditor for fiscal 2025 with 23.34 M votes for, 92 K against and 31 K abstentions.
- Approved the advisory resolution on executive compensation (10.81 M for; 1.84 M against; 2.80 M abstain; 8.02 M broker non-votes).
- Shareholders selected an annual frequency for future say-on-pay votes, receiving 14.96 M votes versus 0.49 M for other options.
No additional financial results, transactions, or risk factors were disclosed.