UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 31, 20172020

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 0-22900

CENTURY CASINOS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

84-1271317

(State or other jurisdiction of incorporation

(I.R.S. Employer

or organization)

Identification No.)

455 E. Pikes Peak Ave, Suite 210, Colorado Springs, Colorado80903

(Address of principal executive offices) (Zip Code)

(719) 527-8300

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, $0.01 Per Share Par Value

CNTY

Nasdaq Capital Market, Inc.

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No þ

1


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨

Accelerated filer þ

Non-accelerated filer ¨

Smaller reporting company þ

(Do not check if a smaller reporting company)

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2017,2020, based upon the closing price of $7.37$4.15 for the Common Stock on the Nasdaq Capital Market on that date, was $160,852,424.$106,159,594. For purposes of this calculation only, executive officers and directors of the registrant are considered affiliates.

As of March 1, 2018,3, 2021, the registrant had 29,362,76829,575,962 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: Part III incorporates by reference the registrant’s definitive Proxy Statement for its 20182021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after December 31, 2017.2020.

1

2


INDEX


2

3


DISCLOSURECAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSINFORMATION

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”), and 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. All statements included or incorporated by reference in this report, other than statements that are purely historical, are forward-looking statements. 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 indicates.requires.

This report includes amounts translated into U.S.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.

Item 1. Business.Overview

General

Century Casinos, Inc., a Delaware corporation founded in 1992, is an internationala casino entertainment company that develops and operates gaming establishments as well as related lodging, restaurant, horse racing (including off-track betting) and entertainment facilities around the world.primarily in North America. Our main goal is to grow our business worldwide by actively pursuing the development or acquisition of new gaming opportunities and reinvesting in our existing operations.

We began operating land-based 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. Between 2010 and 2019, we acquired two additional casinos and developed two Racing and Entertainment Centers (“RECs”) in Alberta, Canada. In 2013, we increased our ownership in Casinos Poland, Ltd., the owner and operator of eight casinos throughout Poland, to a majority 66.6% ownership interest. In December 2019, we completed our largest acquisition to date, adding three properties to our United States (“US”) portfolio, two in Missouri and one in West Virginia (the “Acquisition”).

Overview

2020 Business Developments

In March 2020, we temporarily closed all of Operationsour casinos, hotels and other facilities to comply with quarantine orders issued by governments to contain the spread of the coronavirus (“COVID-19”) pandemic. Our Polish locations reopened on May 18, 2020 and our North American operations reopened between June 1, 2020 and June 17, 2020. In December 2020, we again temporarily closed our Canadian casinos and RECs and our Poland casinos to comply with quarantines issued by the Alberta and Polish governments to contain the spread of COVID-19. Our Poland casinos reopened February 12, 2021 but our Canadian casinos remain closed.

As discussed further in this report, the temporary closures of all our facilities between March 2020 and June 2020 and additional closures in December 2020 due to COVID-19 negatively impacted our 2020 results. The COVID-19 situation continues to evolve, and it currently appears that the pandemic will adversely impact us at least through the first half of 2021.


3


In May 2018, we opened Century Casino Bath (“CCB”) in Bath, England. The casino was closed in March 2020 due to COVID-19. Due to challenging conditions that included historical and forecast losses due to changes in the regulatory environment for casinos in England requiring enhanced due diligence of customers, CCB’s board of directors determined that CCB would enter into creditors voluntary liquidation, which occurred in May 2020.

Sports wagering in Colorado became legal on May 1, 2020. We have partnered with sports betting operators that will conduct sports wagering under each of the three Colorado master licenses for sports wagering held by our Colorado subsidiaries. One of these mobile sports betting apps launched in July 2020. Each agreement with the sports betting operators provides for a share of net gaming revenue and a minimum revenue guarantee each year.

On December 1, 2020, we sold the casino operations of Century Casino Calgary. We continue to own the underlying real estate, which we lease to the casino operator, and to operate Century Sports, a sports bar, bowling and entertainment facility located on the property. In December 2020, we began to market the sale of the land and building that we continue to own in Calgary. The sale is expected to occur by the end of 2021. See Note 1 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report for additional information about the held for sale assets.

In December 2020, we entered into an agreement with a gaming partner to utilize our license with the state of West Virginia to operate an internet and mobile interactive gaming application. The application is estimated to launch in the second quarter of 2021. The agreement provides for a share of net gaming revenue.

Operations

We view each propertyjurisdiction in which our casinos are located as a separate operating segmentsegments and each casino within those jurisdictions as reportable units. Except as described below, we aggregate all such propertiesour operating segments into three reportable segments based on the geographical locations in which our casinos operate. We have additional business activities, including our concession, management and consulting agreements and certain other corporate and management operations that we report as Corporate and Other. The following are our reportable segments:

·

Canada

·

United States

·

Poland

·

Corporate and Other

United States

4Canada


Poland

Corporate and Other

Canada

Net operating revenue from our Canada segment was $57.7 million, or 37%,The general characteristics of our total net operating revenueproperties, including machine and table counts at our casinos, are provided in Part I, Item 2. Properties.

United States

Colorado –

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, the facility has 26 hotel rooms, a bar, two restaurants 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, the facility has 21 hotel rooms, two bars, a restaurant and 271 surface parking spaces neighboring the casino.

West Virginia –

Mountaineer Casino, Racetrack & Resort – New Cumberland, West Virginia (“MTR” or “Mountaineer”). Mountaineer is located on the Ohio River bank at the northern tip of West Virginia’s northwestern panhandle approximately 30 miles from the Pittsburgh International Airport and a one hour drive from downtown Pittsburgh. In addition to the casino, Mountaineer has a racetrack that holds live thoroughbred races from April to December. The facility also has on-site pari-mutuel wagering, 357 hotel rooms, five dining venues, a golf course and 5,248 surface parking spaces neighboring the casino. Sports betting also is available through the Mountaineer casino.


4


Missouri –

Century Casino Cape Girardeau – Cape Girardeau, Missouri (“CCG” or “Cape Girardeau”). Cape Girardeau 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, the facility has three dining venues, a pavilion and entertainment center and 1,088 surface parking spaces neighboring the casino.

Century Casino Caruthersville – Caruthersville, Missouri (“CCV” or “Caruthersville”). Caruthersville is located in southeast Missouri on the Mississippi River approximately 95 miles north of Memphis, Tennessee. In addition to the casino, the facility has two dining venues, a 40,000 square foot pavilion, a 27 space RV park and 856 surface parking spaces neighboring the casino.

Canada

Edmonton –

Century Casino & Hotel – Edmonton, Alberta, Canada (“CRA” or “Edmonton”). CRA is located in Edmonton, the capital of the province of Alberta. In addition to the casino, the facility has an off-track betting parlor, 26 hotel rooms, 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, two restaurants, three bars, 600 surface parking spaces and a complimentary underground heated parking garage with 300 additional spaces.

Century Casino St. Albert – Edmonton, Alberta, Canada (“CSA” or “St. Albert”). St. Albert is located 13 miles from CRA. In addition to the casino, the facility has an off-track betting parlor, a restaurant, a bar, a lounge, a banquet facility and 585 surface parking spaces.

Century Mile Racetrack and Casino – Edmonton, Alberta, Canada (“CMR” or “Century Mile”). Century Mile is a one-mile horse racetrack and a multi-level REC located on Edmonton International Airport land close to the city of Leduc, south of Edmonton. In addition to the casino, the REC has a restaurant, two bars, two delis and an off-track betting parlor. Century Mile holds a minimum of 100 racing days per year. CMR operates the northern Alberta pari-mutuel network under which CMR provides pari-mutuel content and live video to 20 off-track betting parlors throughout northern Alberta and has agreements with over 90 racetracks world-wide to broadcast races through the off-track betting network. The off-track betting parlors include the parlors at Century Mile, CRA and CSA.

Calgary –

Century Downs Racetrack and Casino – Calgary, Alberta, Canada (“CDR” or “Century Downs”). 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. The REC is in Calgary, the largest city in the province of Alberta, 4.5 miles from the Calgary International Airport. 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. CDR holds a minimum of 100 racing days per year. CDR is consolidated as a majority-owned subsidiary for which we have a controlling financial interest.

Century Sports –Calgary, Alberta, Canada (“CAL” or “Calgary”). On December 1, 2020, we sold the year endedcasino operations of Century Casino Calgary. We continue to own the underlying real estate, which we lease to the casino operator, and to operate Century Sports, a sports bar, bowling and entertainment facility located on the property that includes a 30-lane bowling alley and 18-hole miniature golf course. In December 31, 2017.2020, we began to market the sale of the land and building that we continue to own in Calgary. The sale is expected to occur by the end of 2021. See Note 1 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report for additional information about the held for sale assets.

·

Century Casino & Hotel – Edmonton, Alberta, Canada (“CRA” or “Edmonton”).  We opened this wholly-owned casino in November 2006 and the attached hotel in March 2007. Edmonton is the capital of the Canadian province of Alberta, serving a metropolitan population of over one million people. The facility has 800 ticket in/ticket out (“TITO”) slot machines, 35 tables (including a 24-hour poker room) and 22 video lottery terminals. In addition, the property has 26 hotel rooms, a 10,700 square foot showroom that can seat approximately 450 customers, a 3,000 square foot showroom that can seat approximately 200 customers, where we host Yuk Yuks Comedy Club comedic performances, two restaurants, three bars, 600 surface parking spaces and a complimentary underground heated parking garage with 300 additional spaces.

·

Century Casino St. Albert – Edmonton, Alberta, Canada (“CSA” or “St. Albert”).  We acquired this wholly-owned casino in October 2016. St. Albert is located 13 miles from CRA. The casino includes 407 TITO slot machines, 11 tables and 15 video lottery terminals. In addition, the property has a restaurant, a bar, a lounge, a banquet facility and 567 surface parking spaces.

·

Century Casino Calgary –Calgary, Alberta, Canada (“CAL” or “Calgary”). We acquired this wholly-owned casino in January 2010. Calgary is the largest city in the province of Alberta, serving a metropolitan population of over one million people. The casino includes 504 TITO slot machines, 18 tables, 25 video lottery terminals and a full service off-track betting parlor. In addition, the property has a restaurant, a lounge, a 1,000 square foot showroom that can seat approximately 100 customers, a 30 lane bowling alley, an 18 hole miniature golf course, 465 owned surface parking spaces and 41 leased surface parking spaces neighboring the casino.

·

Century Downs Racetrack and Casino – Calgary, Alberta, Canada (“CDR” or “Century Downs”). Our subsidiary Century Casinos Europe GmbH (“CCE”) owns 75% of United Horsemen of Alberta Inc. dba Century Downs Racetrack and Casino, which in turn owns and operates a Racing and Entertainment Center (“REC”). The REC, which opened in April 2015, is located 17 miles from CAL and 4.5 miles from the Calgary International Airport. The casino includes 590 TITO slot machines and 10 video lottery terminals. In addition, the property has a 5.5 furlong (0.7 mile) racetrack, a bar, a lounge, a restaurant facility, an off-track betting area, an entertainment area and 700 surface parking spaces. We hold a minimum of 100 racing days per year during the horse racing season from March through November, and we host both standardbred and thoroughbred horse races. CDR is consolidated as a majority-owned subsidiary for which we have a controlling financial interest.

·

Century Bets! Inc. – Calgary, Alberta, Canada (“CBS” or “Century Bets”). Our subsidiary CCE formed Century Bets! Inc. in January 2015 and owns 75% of its outstanding shares. CBS operates the southern Alberta pari-mutuel network consisting of the sourcing of common pool pari-mutuel wagering content for racetracks throughout North America and world-wide. As of March 8, 2018, CBS provides pari-mutuel wagering content and live video to 15 off-track betting parlors throughout southern Alberta and has agreements with over 90 racetracks worldwide to broadcast races through the off-track betting network. CBS is consolidated as a majority-owned subsidiary for which we have a controlling financial interest.

Century Bets! Inc. – Calgary, Alberta, Canada (“CBS” or “Century Bets”). CBS operates the southern Alberta pari-mutuel network consisting of the sourcing of common pool pari-mutuel wagering content for racetracks throughout North America and world-wide. CBS provides pari-mutuel wagering content and live video to 12 off-track betting parlors throughout southern Alberta, including the parlor at CDR, and has agreements with over 90 racetracks world-wide to broadcast races through the off-track betting network.

5


Poland

·

Century Mile Racetrack and Casino – Edmonton, Alberta, Canada (“CMR” or “Century Mile”). In September 2016, we were selected by Horse Racing Alberta (“HRA”) as the successful applicant to own, build and operate a horse racing facility in the Edmonton market area, which we are planning to operate as Century Mile Racetrack and Casino.  In March 2017, we received approval for the Century Mile project from the Alberta Gaming and Liquor Commission (“AGLC”). Century Mile will be a one-mile horse racetrack and a multi-level REC. The multi-level REC is expected to have 550 slot machines, restaurants, bars, delis, an off-track betting parlor and grandstand. We expect to hold a minimum of 100 racing days per year. The project is located on Edmonton International Airport land close to the city of Leduc, south of Edmonton. Century Mile will be approximately 30 miles from both CRA and CSA. We estimate that this project will cost approximately CAD 60.0 million ($47.8 million based on the exchange rate in effect as of December 31, 2017)  and that it will be completed in early 2019.  We will finance the project with $25.0 million of the $34.4 million received from the common stock offering we completed in November 2017. The balance of the Century Mile construction will be financed through new credit facilities or with available cash. 

United States

Net operating revenue from our United States segment totaled $32.2 million,Casinos Poland – Poland (“CPL” or 21%, of our total net operating revenue for the year ended December 31, 2017.

·

Century Casino & Hotel – Central City, Colorado (“CTL” or “Central City”).  We opened this wholly-owned casino and hotel in July 2006, as part of a joint venture in which we owned a 65% interest. On December 31, 2007, we acquired the remaining 35% interest in the joint venture. Central City is located approximately 35 miles west of Denver, serving a metropolitan population of over 3.0 million people. Century Casino & Hotel is located in Central City at the end of the Central City Parkway, a four lane highway that connects I-70, the main east/west interstate highway in Colorado, to Central City. The facility has 496 TITO slot machines, seven tables, 26 hotel rooms, a bar, two restaurants and a 500 space on-site covered parking garage.

·

Century Casino & Hotel – Cripple Creek, Colorado (“CRC” or “Cripple Creek”). We have owned and operated this wholly-owned casino and hotel since 1996. The town of Cripple Creek is located approximately 45 miles southwest of Colorado Springs, the second largest city in the state of Colorado, serving a metropolitan population of over 700,000 people. The facility has 442 TITO slot machines, six tables, 21 hotel rooms, two bars, a restaurant and 271 surface parking spaces neighboring the casino.

Poland

Net operating revenue from our Poland segment totaled $59.8 million, or 39%, of our total net operating revenue for the year ended December 31, 2017.

·

Casinos Poland – Poland (“CPL” or “Casinos Poland”).  In March 2007, our subsidiary CCE acquired 33.3% of the outstanding shares of Casinos Poland Ltd. In April 2013, CCE increased its ownership interest in CPL to 66.6% and we began consolidating CPL as a majority-owned subsidiary for which we have a controlling financial interest.

“Casinos Poland”). CPL has been in operation since 1989 and currently is the owner and operator of eight casinos throughout Poland. The following table summarizes information aboutWe consolidate CPL as a majority-owned subsidiary for which we have a controlling financial interest.

We were in preliminary discussions with Totalizator Sportowy, Poland’s state-run gambling operator, regarding a potential sale of our interest in Casinos Poland; however, the casinos that CPL operated as of December 31, 2017. 



 

 

 

 

 

City

Population

Location

License Expiration

Number of Slots

Number of Tables

Warsaw

1.7 million

Marriott Hotel

September 2022

70

26

Warsaw

1.7 million

Hilton Hotel

April 2019

70

24

Krakow

755,000

Dwor Kosciuszko Hotel

March 2018

64

7

Lodz

769,000

Manufaktura Entertainment Complex

February 2018

59

7

Poznan

570,000

Hotel Andersia

April 2018

60

8

Plock

127,000

Hotel Plock

February 2018

52

4

6


Casino licenses are granted for six years. When a casino license expires, the Polish Minister of Finance notifies the public of its availability, and interested parties can submit an application for the casino license. Following approval of a casino license by the Minister of Finance, there is a period in which applicants can appeal the decision. The licenses for our Lodz and Plock casinos expired in February 2018, the license for our Krakow casino expires in March 2018, and the license for our Poznan casino expires in April 2018. CPL has submitted or will submit applications for casino licenses in these cities.

In October 2017, we were awarded casino licenses expiring in 2023 for the Polish cities of Katowice, Bielsko-Biala and Wroclaw. The license awards were appealed by our competitors, and the appealsdiscussions have been dismissed bysuspended and may not resume.

Corporate and Other

Cruise Ships. We have concession agreements with TUI Cruises to operate four ship-based casinos. The ships are currently not operating due to COVID-19.

Mendoza Central Entretenimientos S.A. (“MCE”). Our subsidiary CRM owns 7.5% of the Ministershares of Finance.  In January 2018, we openedMCE. MCE has an exclusive agreement with the Bielsko-Biala casino, which has 50Instituto Provincial de Juegos y Casinos (“IPJC”) to lease slot machines and five tables.  We expectprovide related services to Casino de Mendoza, a casino located in Mendoza, Argentina and owned by the Katowice and Wroclaw casinos will open in the second quarterProvince of 2018 with 62Mendoza. MCE may also pursue other gaming opportunities. MCE leases slot machines to Casino de Mendoza. In addition, CRM and 14 tables and 70 slot machines and 18 tables, respectively.  

Corporate and Other

Net operating revenue from our Corporate and Other segment totaled $4.4 million, or 3%, of our total net operating revenue for the year ended December 31, 2017.

·

Cruise Ships. Through concession agreements with TUI Cruises, Windstar Cruises,  Marella Cruises (formerly Thomson Cruises) and Diamond Cruise International Co., Ltd. (“Diamond”), we operate 14 ship-based casinos. The concession agreement with Windstar Cruises also gives us the exclusive right to install and operate casinos onboard any new ships built or acquired by Windstar Cruises. We operate a total of 236 slot machines and 43 tables onboard the 14 ships. The following table summarizes information about the ship-based casinos that we operate.  

Cruise Line

Ship

Number of Slots

Number of Tables

TUI Cruises

Mein Schiff 1

19

5

TUI Cruises

Mein Schiff 2

17

0

TUI Cruises

Mein Schiff 3

20

1

TUI Cruises

Mein Schiff 4

17

1

TUI Cruises

Mein Schiff 5

17

1

TUI Cruises

Mein Schiff 6

17

1

Windstar Cruises

Wind Surf

27

4

Windstar Cruises

Wind Star

11

2

Windstar Cruises

Wind Spirit

12

2

Windstar Cruises

Star Pride

11

2

Windstar Cruises

Star Breeze

11

2

Windstar Cruises

Star Legend

12

2

Marella Cruises

Marella Discovery

17

3

Diamond Cruise

Glory Sea

28

17

The Mein Schiff 1  and Mein Schiff 2 will be transferred from the TUI Cruises fleet to another cruise line in April 2018 and February 2019, respectively, at which time the concession agreements for these two vessels will end. 

We began operating the ship-based casino onboard the Mein Schiff 6, a new 2,500 passenger cruise ship in May 2017. 

In July 2016, weMCE have entered into a cooperationconsulting services agreement with Dynamic Partners International, Ltd. (“Dynamic”) regardingpursuant to which CRM provides advice on casino matters and receives a service fee. See Note 4 to the operationsConsolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of the ship-based casino onboard Glory Sea. Both parties terminated this agreement in November 2017, and we charged the outstanding $0.3 million related to obtaining this agreement to operating costs and expenses on our consolidated statement of earnings for the year ended December 31, 2017.  We will continue to operate the ship-based casino onboard the Glory Sea. However, Dynamic will no longer market and promote the casino to VIP players.report.

Terminated Projects

7


Century Casino Bath.In March 2015, we mutually agreed with Norwegian Cruise Line Holdings2020, Century Casino Bath was closed due to COVID-19. Due to challenging conditions that included historical and forecast losses due to changes in the regulatory environment for casinos in England requiring enhanced due diligence of customers, CCB’s board of directors determined that CCB would enter into creditors voluntary liquidation and control of CCB was relinquished. CCB entered creditors voluntary liquidation in May 2020 and was deconsolidated as a subsidiary. See Note 1 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report.

Golden Hospitality Limited (“Norwegian”) to terminate our concession agreements with Oceania Cruises (“Oceania”GHL”) and Regent Seven Seas CruisesMinh Chau Ltd. (“Regent”), indirect subsidiaries of Norwegian, effective June 1, 2015 (the “Termination Agreement”MCL”). We transitioned operations of the eight ship-based casinos that we operated onboard Oceania and Regent vessels to Norwegian in the second quarter of 2015. As consideration for the early termination of the concession agreements, we received $4.0 million in June 2015, which we recorded on In April 2018, our consolidated statement of earnings under operating revenue net of $0.6 million in assets that were sold to Norwegian as part of the Termination Agreement.

In March 2015, in connection with the Termination Agreement with Norwegian, wesubsidiary CRM entered into a two-year consulting agreementShareholder’s Agreement with Norwegian that became effective June 1, 2015. UnderGHL and GHL’s shareholders, pursuant to which CRM purchased a 51% ownership interest in GHL. The remaining 49% of GHL was owned by unaffiliated shareholders. As of May 2019, GHL owned approximately 9.21% of MCL, which owns a small hotel and entertainment and gaming club in Vietnam. We sold our interest in GHL to the consulting agreement, we provided limited consulting services forunaffiliated shareholders of GHL in May 2019. The sale of our equity interest in GHL also ended our equity interest in MCL. See Note 4 to the ship-based casinosConsolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of Oceania and Regent in exchange for receiving a consulting fee of $2.0 million payable $250,000 per quarter through May 2017.this report.

·

Mendoza Central Entretenimientos S.A. (“MCE”). In October 2014, our subsidiary CCE purchased 7.5% of the shares of MCE for $1.0 million. The shares are reported on our consolidated balance sheet using the cost method of accounting. MCE has an exclusive agreement with the Instituto Provincial de Juegos y Casinos (“IPJC”) to lease slot machines and provide related services to Casino de Mendoza, a casino located in Mendoza, Argentina and owned by the Province of Mendoza. MCE may also pursue other gaming opportunities. MCE leases 600 TITO slot machines to Casino de Mendoza. CCE has appointed one director to MCE’s board of directors and had a three-year option through October 2017 to purchase up to 50% of the shares of MCE, which we did not exercise. In addition, CCE and MCE have entered into a consulting services agreement pursuant to which CCE provides advice on casino matters and receives a service fee consisting of a fixed fee plus a percentage of MCE’s earnings before interest, taxes, depreciation and amortization (“EBITDA”). See Note 4 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report.

·

Saw Close Casino Ltd. (“SCCL”). In June 2017, our subsidiary CCE acquired casino licenses held by Saw Close Casino Ltd. in Bath, England (the “SCCL License Acquisition”). We are planning to develop and operate a 15,000 square foot casino using the casino licenses. The casino is expected to include 36 slot machines, 20 table games and 48 automated live gaming terminals. The purchase price for the license acquisition was GBP 0.6 million ($0.8 million based on the exchange rate in effect on December 31, 2017), of which GBP 0.1 million ($0.1 million based on the exchange rate in effect on June 20, 2017) was paid at closing, GBP 0.2 million ($0.3 million based on the exchange rate in effect on December 22, 2017) was paid after the receipt of regulatory and governmental approvals, and GBP 0.3 million ($0.4 million based on the exchange rate in effect on December 31, 2017) is subject to the opening of the casino. In addition, we assumed liabilities in the amount of GBP 0.2 million ($0.3 million based on the exchange rate in effect on December 31, 2017) that are repayable if certain performance criteria are met once the casino is in operation. We also have deposited GBP 0.8 million ($1.1 million based on the exchange rate in effect on December 31, 2017) into an escrow account to secure performance of certain obligations under the lease agreements with the landlord of the property that will be released in connection with work performed by SCCL to fit out the casino. We estimate construction and fitting out of the casino will cost an additional GBP 5.5 million ($7.4 million based on the exchange rate in effect on December 31, 2017) and that the casino will open in the second quarter of 2018. We are financing the project with GBP 2.0 million ($2.7 million based on the exchange rate in effect on December 31, 2017) financed through a loan from UniCredit Bank Austria AG (“UniCredit”) and with available cash.

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Hilton Aruba Caribbean Resort & Casino Management Agreement. We had a management agreement to direct the operation of the casino at the Hilton Aruba Caribbean Resort & Casino, for which we received a monthly management fee. The management agreement ended on November 30, 2017. We do not expect the expiration of this management agreement to have a material effect on our results of operations.

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Additional Projects and Other Developments

We currently are exploring an expansion at Century Casino & Hotel Cripple Creek to provide additional hotel rooms for our existing casino and hotel.

In August 2017, we announced that, together with the owner of the Hamilton Princess Hotel & Beach Club in Hamilton, Bermuda, we had submitted a license application to the Bermudan government for a casino at the Hamilton Princess Hotel & Beach Club. The casino will feature approximately 200 slot machines, 17 live table games, one or more electronic table games and a high limit area and salon privé.  In September 2017, the Bermuda Casino Gaming Commission granted a provisional casino gaming license, which is subject to certain conditions and approvals including the adoption of certain rules and regulations by the Parliament of Bermuda. CCE entered into a long-term management agreement with the owner of the hotel to manage the operations of the casino and receive a management fee if the license is awarded. CCE will also provide a $5.0 million loan for the purchase of casino equipment if the license is awarded.

We have additional potential gaming projects that we are currently exploring.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. For more information on these and other risks related to our business, see Item 1A, “Risk Factors” below.

Capital Needs, Uses and Cash Flow

As a gaming company, our operating results are highly dependent on the volume of customers at our casinos.casinos and customer spending. Most of our revenue is essentially cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. Our industry is capital intensive, and we rely heavily on the ability of our casinos to generate operating cash flow 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 or other debt or equity financing.

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 marketing efforts. In addition to our players’ clubs, we also have various cash and prize promotions and market our casinos through a variety of media outlets including internet, television, radio, print and billboard advertising. Our marketing focuses on competition and other facts and circumstances of each market area in which we operate. Our primary marketing strategy centers on attracting new customers and rewarding repeat customers through our players’ club programs. All visitors to our properties are offered the opportunity 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, cash and merchandise giveaways, coupons, downloadable promotional credits, preferred parking, food, lodging, game tournaments and other special events. In Colorado,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

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and frequency of visits. We have designed reward programs based on total amount 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 invitations to exclusive VIP events.

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Canada

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Edmonton - The Century Casino & Hotel in Edmonton, Canada and Century Casino St. Albert have  six competitors (five casinos and one REC) in the Edmonton market. The distance between our properties is approximately 13 miles. We do not believe that our properties compete against one another for customers. The REC that is currently operating in the Edmonton market will close before we complete the Century Mile project. As a result, we do not anticipate that the opening of Century Mile will increase competition in the Edmonton market.

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Century Casino & Hotel in Edmonton – This property is one of two casinos in Edmonton that have both a hotel and showrooms. The property’s showrooms allow us to attract customers to the casino through live music concerts, private concerts, comedic performances, catering and banquet events. In addition, the property is the only casino in the Edmonton market to offer a heated and complimentary parking garage. Our main marketing activity focuses on branding the casino, through various forms of media, as the ultimate entertainment destination and as a provider of a sophisticated, interactive and intimate gaming experience. The casino is located in a densely populated area with the closest competing casino approximately six miles away.

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Century Casino St. Albert –This property is located in St. Albert, the second largest city in the Edmonton capital region. The closest competitor is located approximately five miles away. Our main marketing focus is our distinct casino branding, the players’ club program and promotions made through various marketing channels such as print, mail and social media. The property positions itself as a fine entertainment venue with an excellent restaurant, a small concert and event venue and a well-appointed gaming floor.

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Calgary - Century Casino Calgary and Century Downs have six competitors (two of which have a combination of hotel and casino) in the Calgary market. Both of our casinos have off-track betting parlors, and there is only one other casino in the Calgary market with an off-track betting parlor. The distance between our properties is 17 miles. We do not believe that our properties compete against one another for customers.

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Century Casino Calgary – Unique to this property is a 30 lane bowling alley, an 18 hole miniature golf course, an amusement arcade, a lounge and a showroom. Using numerous forms of media, such as print, radio, mail and social media, we concentrate our marketing on the casino floor, the players’ club and the bowling and miniature golf entertainment center.  This property is located in an industrial area approximately three miles from downtown Calgary with the closest competition located three blocks away.

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Century Downs – Unique to this property is a 5.5 furlong (0.7 mile) horse racetrack. Using numerous forms of media, such as radio, television and billboards, we concentrate our marketing on the casino floor, the players’ club and racetrack. This property is located one mile north of the city limits of Calgary, one mile from the Crossiron Mills Mall and 4.5 miles from the Calgary International Airport with the closest competition located approximately 13 miles away.

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Century Bets - Century Bets is the exclusive operator of the southern Alberta pari-mutuel network. In addition to permitting customers to place wagers at off-track betting locations, the network offers advance deposit wagering for online wagering.

United States

Colorado Cripple Creek, Central City and Black Hawk are the only three cities in Colorado that allow gaming, exclusive of two Native American gaming operations in southwestern Colorado. Cripple Creek,Colorado, and are located approximately 45 miles southwest of Colorado Springs, and Central City and Black Hawk, located approximately 35 miles west of Denver, arein historic mining towns dating back to the late 1800’s that have developed into tourist attractions. As of December 31, 2017, there were 12 activeThe casino licensees operating in Cripple Creek, 6 active casino licensees operating in Central City and 15 active casino licensees operatingoperations in Black Hawk. Unlike other regions in which we operate,Hawk constitute a significant portion of the overall casino gaming market in Colorado is “limited stakes”(exclusive of the Native American gaming operations), which restricts any single wager to a current maximumwith 56% of one hundred dollars.

The citiesthe total gaming devices in Colorado and approximately 72% of total gaming revenue in Colorado in 2020. Central City and Black Hawk are adjoining small mountain tourist towns, located approximately one mile apart. Central Cityapart and Black Hawk compete with one another for market share, andshare. As a result, we view the two cities as one combined market servicing the Denver area. Black Hawk, which we believe does not maintain the same rigorous historical preservation standards as Central City, has been able to successfully attract major casino industry leaders with the ability to offer larger hotels, upscale dining facilities, performance centers and spa facilities.The casino operations in In November 2020, Colorado voters passed a constitutional amendment to allow Cripple Creek, Black Hawk constitute a significant portionand Central City to increase or remove betting limits and approve new casino games. Elected officials in all three cities approved no limits on single bets at the casinos and new games to begin in May 2021. The changes are expected to encourage gamblers who might otherwise travel to destination casinos to gamble in local Colorado casinos. Sports wagering in Colorado became legal on May 1, 2020. We have partnered with sports betting operators that will conduct sports wagering under each of the overall casino gaming market inthree Colorado (exclusive of the Native American gaming operations), with 57% of the total gaming devices in Colorado in 2017 and approximately 76% of total gaming revenues in Colorado in 2017.

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Management believes that an integral component in attracting gaming patrons tomaster licenses for sports wagering held by our Colorado casinos is the availabilitysubsidiaries. One of adequate, nearby parking and lodging. At our Cripple Creek property, we presently own a total of 271 surface parking spaces. We believe we have sufficient close proximity parking. However, covered parking garages provided by four of our competitorsthese mobile sports betting apps launched in Cripple Creek may negatively impact our casino, particularly during inclement weather. Our casino in Central City has a 500-space covered parking garage offering free public parking. Several other casinos in the Central City/Black Hawk market also have covered parking garages. In addition, three of our competitors in the Cripple Creek market and five of our competitors in the Central City and Black Hawk market have more hotel rooms, providing them with an advantage during inclement weather and the peak tourist season.July 2020.

Our marketing objective for the casinos in Colorado is to create public awareness by positioning our casinos as the premier provider of personal service, convenient parking, the latest gaming products and superior food. In addition to our players’ clubs, we also have various cash and prize promotions and market our casinos through a variety of channels including radio, billboard, print and social media. Cripple Creek currently has 12 casinos operating, and there are currently six and 15 casinos operating in Central City and Black Hawk, respectively. There are competitors in each city that offer covered parking and more hotel rooms, which may negatively impact our Colorado casinos, particularly during inclement weather and the peak tourist season.

PolandWest Virginia – Mountaineer is located on the Ohio River bank at the northern tip of West Virginia’s northwestern panhandle approximately 30 miles from the Pittsburgh International Airport and a one hour drive from downtown Pittsburgh. Mountaineer has four competitors within 50 miles; two in Pennsylvania, one in West Virginia and one in Ohio. Mountaineer primarily attracts customers from neighboring Ohio and from the greater Pittsburgh area. We market this casino as a destination for year-round entertainment. Mountaineer also hosts the annual West Virginia Derby horse racing event.

Missouri – Cape Girardeau and Caruthersville have competitors in Missouri, Tennessee, Arkansas, Illinois and Kentucky. The distance between our Cape Girardeau and Caruthersville properties is 85 miles. We do not believe that our properties compete against one another for customers. We market these casinos as the premier providers of personal service. In addition to our players’ clubs, we also have various cash and prize promotions and market our casinos through a variety of channels including radio, billboard, print and social media. Cape Girardeau includes an event center and draws customers mostly from within a 50-mile radius from the property. The two closest competitors to Cape Girardeau are 60 miles and 85 miles away. A potential casino in southern Illinois approximately 56 miles from Cape Girardeau, which we expect to open in 2022, could increase competition at our Cape Girardeau casino. Caruthersville includes a 40,000 square foot pavilion and a 27-space RV park. The two closest competitors to Caruthersville are 85 and 90 miles away.

Canada

Edmonton – CRA, St. Albert and Century Mile have five competitors, all casinos, in the Edmonton market. The distance between CRA and CSA is approximately 13 miles, and CMR is approximately 30 miles from each of CRA and CSA. We do not believe that our properties compete against one another for customers. Our main marketing activities for these properties focus on casino branding, promoting the racetrack, the player’s club program and promotions made through various marketing channels such as print, mail and social media. CRA is one of two casinos in the city of Edmonton that have both a hotel and showrooms. The property’s showrooms allow us to attract customers to the casino through live music concerts, private concerts, comedic performances, catering and banquet events. In addition, the property is the only casino in the Edmonton market to offer a heated and complimentary parking garage. CRA’s closest competitor is located approximately five miles away. St. Albert includes a small concert and event venue. St. Albert’s closest competitor is located approximately five miles away. Century Mile is the only REC in the Edmonton area. Unique to this property is an 8.0 furlong (1.0 mile) horse racetrack. Century Mile’s closest competitor is located approximately 17 miles away.

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Calgary - Century Downs has seven competitors (two of which have a combination of hotel and casino) in the Calgary market. Unique to this property is a 5.5 furlong (0.7 mile) horse racetrack. Our casino is one of three casinos in the market with an off-track betting parlor. Using numerous forms of media, such as radio, television and billboards, we concentrate our marketing on the casino floor, the players’ club and racetrack. This property is located one mile north of the city limits of Calgary, one mile from the CrossIron Mills Mall and 4.5 miles from the Calgary International Airport with the closest competition located approximately 13 miles away.

Pari-mutuel networks – Century Mile and Century Bets are the exclusive operators of the northern and southern Alberta pari-mutuel networks, respectively. In addition to permitting customers to place wagers at off-track betting locations, the networks offer advance deposit wagering for online wagering.

Loyalty program – Our casinos in Alberta participate in the Winner’s Edge, an Alberta-wide casino loyalty program implemented by the Alberta Gaming, Liquor and Cannabis Commission (“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 casino restaurants. Our casinos offer Winner’s Edge in addition to our own loyalty program.

Online gaming – The AGLC launched an online gaming website, “Play Now”, on October 1, 2020. 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.

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. Therefore, CPL’s marketing has focused on advertising the entertainment possibilities at each casino, such as concerts and parties. CPL also 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 Warsaw casinos. three casinos operating in Warsaw. The Polish Minister of Finance does not disclose individual casino data. Changes to the Polish gaming law that went into effect in April 2017 legalize online gaming and reintroduce slot arcades through a state runstate-run company. We expect thatSlot arcades began operating in June 2018 and online gaming and thebegan in December 2018. We have not experienced a negative impact to our results of operations in Poland from slot arcades will begin operating in 2018 and that theor online gaming; however, increased competition from slot arcades will bethat are located in many of the cities in which our casinos are located which may increase competition foras well as online gaming could occur and adversely affect our casinos.results of operations in the future.

Corporate and OtherSeasonality

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Cruise Ships –We have limited marketing opportunities on our ship-based casinos. We work jointly with the onboard revenue departments of the cruise lines on casino promotions and signage, which are in line with the cruise line’s guidelines. While we offer modern gaming products, we compete with other activities on the ship as well as onshore activities, including land-based casinos.

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Argentina – The Casino de Mendoza has four competitors in the Mendoza market. The IPJC is responsible for the marketing efforts for the casino, which are targeted at local residents as well as tourists.

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Bath, England – The city of Bath does not presently have any casinos. Saw Close Casino will be the only casino in the city. No additional casino licenses can be created in, or moved to, Bath without new legislation by the British Parliament. The casino will be located in a new development in the center of Bath’s evening leisure district adjoining the Komedia Club and opposite the Theatre Royal. In addition to the casino, the development will consist of a new 4-star boutique hotel with 147 rooms and two ground floor restaurants. The closest competition is three casinos located in Bristol, 13 miles away.

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Seasonality

CanadaOur Edmonton and Calgary casinos in Alberta, Canada attract more customers from September through April. During the remainder of the year, the casinos attract fewer customers because we compete with outdoor activities. Century Downs also attracts additional customers during the racing season from March through November. Century Bets attracts more customers to off-track betting parlors during the peak racing season from May through August.

United StatesOur casinos in Colorado attract more customers during the warmer months from May through September. We expect to attract fewer customers from October through April because weather conditions during this period are variable and can have a significant impact on daily business levels. In West Virginia, we attract more customers from March to August during the racing season. Our casinos in Missouri attract customers throughout the year with the highest business volumes in February and March.

PolandCanadaOur Edmonton and Calgary casinos in Alberta, Canada attract more customers from September through April. During the remainder of the year, the casinos attract fewer customers because we compete with outdoor activities. Century Downs and Century Mile also attract additional customers during the racing season from March through November. Our off-track betting parlors attract more customers during the peak racing season from May through August.

PolandCPL generally attracts more customers from October through March because domestic customers generally vacation out of the country during the summer months.

Corporate and Other

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Cruise Ships – Our business onboard cruise ships typically is not impacted by seasonality because the cruise ships generally operate year round. Our revenues from these operations fluctuate significantly with the volume and quality of the players onboard the ships. In addition, the cruise ships on which we conduct operations may be out of service from time to time for maintenance or based on the operating schedule of the cruise line, which may impact revenue from our cruise ship casinos.

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Argentina – The Mendoza market has a slight seasonal increase from January through March due to increased tourism.

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Bath, England – Bath attracts tourists year round with an increase in the summer months as well as late November through early December with the Christmas market. 

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 law that restrict or prohibit gaming operations in any jurisdiction could have a material adverse effect on our financial position, results of operations and cash flows.

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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 as described below.

Canada

AGLC - Gaming in Alberta is governed by the provincial government. The AGLC administers and regulates the gaming industry in Alberta. The AGLC operates in accordance with the Gaming and Liquor Act, the Gaming and Liquor Regulation and the Criminal Code of Canada.

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The AGLC requires all gaming operations to be licensed but only allows a certain number of licenses to be granted. All available licenses have currently been granted and the AGLC has an indefinite moratorium on new casinos and RECs. If the AGLC increases the number of licenses available in the future, applicants for a gaming license must submit an application and run through aregulations. A detailed approval process. Following the approvaldescription of the board of the AGLC, the applicant may operate the casino applied for in accordance with federal and provincial legislation, regulation, and policies as well as the municipal requirements, permits, licenses and authorization relatingregulations to the casino. At Edmonton and Calgary,  our licenses must be renewed every five years, with the next renewals scheduled for 2018 for both casinos. At Century Downs and St. Albert, our licenses must be renewed every two years, with the next renewals scheduled for 2018. The AGLC monitors the casino operator and its compliance with all requirements. In the event of a violation of such requirements, civil and criminal charges can be assessed. The failure or inability of our casinos, or the failure or inability of others associated with these casinos, to maintain necessary gaming licenses or approvals for our casinos would have a material adverse effect on our operations.

The AGLC allows casinos to operate slot machines and table games a daily maximum of 17 consecutive hours commencing at 10:00 a.m. and ending no later than 3:00 a.m. and to operate casino poker rooms 24 hours a day. Casinos and RECs may permit only individuals 18 or older to gamble in the casino. The AGLC permits slot machines, video lottery terminals, baccarat, blackjack, poker, craps and roulette. There is a maximum single bet of $2,000 on table games and a maximum table aggregate bet of $12,000 on baccarat. There is also a maximum denomination bet of $5 for slot machines with a maximum single bet of $125.  

The AGLC provides casinos with slot machines, slot technicians and personnel to administer table game counts. In return, casino licensees provide the AGLC with a place to operate slot machines, market the casinos, and provide table game dealers, slot attendants, security and surveillance. Casino licensees do not incur lease expenditures to the AGLC. In lieu of these lease expenses and other expenses associated with operating slot machines (i.e. equipment and personnel), casino licensees retain only a portion of net sales. Net sales, as defined by the AGLC, are calculated as cash played, less cash won, less the cost to lease the equipment, if applicable. At our Edmonton, St. Albert and Calgary casinos, the AGLC retains 85% of slot machine net sales, of which it allocates 15% to charities designated by the AGLC and 70% to the Alberta Lottery Fund. At Century Downs, the AGLC retains 40% of slot machine net sales,  which are allocated to the Alberta Lottery Fund. For all table games, excluding poker and craps, we are requiredsubject is contained in Exhibit 99.1 to allocate 50% of our net win to a charity designated by the AGLC, with the exception of St. Albert, from which we allocate 35% of our net win to a charity designated by the AGLC. For poker and craps, we are required to allocate 25% of our net win to the charity. We record our revenue net of the amounts retained by the AGLC or allocated to the AGLC-designated charity or the Alberta Lottery Fund.

HRA - HRA was formed in June 2002 to facilitate long term industry renewal for horse racing. The objectives of HRA are to govern, direct, control, regulate, manage, market and promote horse racing in any or all of its forms; to protect the health, safety and welfare of racehorses and, with respect to horse racing, the safety and welfare of racing participants and racing officials; and to safeguard the interest of the general public in horse racing.

HRA requires all horse racing operators to be licensed. A licensed operator is responsible for the general supervision of horse races at its facilities but must not interfere with the proper performance of the functions and responsibilities of racing officials. Only individuals 18 or older may place a bet on horse races. HRA also prohibits racing officials, HRA employees, jockeys, drivers of horses and any employee of any of them from betting on a race, encouraging others to bet on a race on their behalf or owning a pari-mutuel ticket. A licensed owner of a horse, its trainer and any authorized agent or employee of such owner or trainer may not bet or encourage others to place a bet on their behalf on a horse other than the horse owned or trained by such licensed owner or trainer.

A licensed operator must also provide and maintain a suitable racetrack, file with HRA a certificate of measurement of the track and provide services at race meetings, including first aid and ambulance facilities. HRA must approve the equipment, facility and any services the operator will provide. HRA also requires a licensed operator to establish and maintain complete records of each horse race conducted by the operator.

The HRA’s portion of slot machine net sales retained from Century Downs,this report, which is currently 16.25%, is used to fund animal welfare programs, purses, breed improvement programs, marketing, and administration and backstretch programs. For off-track betting and live racing wagers, CBS and CDR retain approximately 21.5% of each bet, from which they will distribute 5.4% to the HRA, 0.8% to the Canadian Pari-Mutuel Agency and use the remainder to pay expenses related to the conduct of pari-mutuel wagering.incorporated herein by reference.

13Other Regulations


United States

The ownership and operation of gaming facilities in Colorado are subject to extensive state and local regulations. Licenses must be obtained from the Colorado Limited Gaming Control Commission (the “Gaming Commission”) prior to offering limited gaming to the public in the State of Colorado. In addition, the Division of Gaming (the “DOG”) within the Colorado Department of Revenue, licenses, implements, regulates, and supervises the conduct of limited stakes gaming. The Director of the DOG, under the supervision of the Gaming Commission, has been granted broad powers to ensure compliance with the laws and regulations. The Gaming Commission, DOG and DOG Director are collectively referred to as the “Colorado Gaming Authorities.”

The laws, regulations, and internal control minimum procedures of the Colorado Gaming Authorities seek to maintain public confidence and trust that licensed limited gaming is conducted honestly and competitively, that the rights of the creditors of licensees are protected, and that gaming is free from criminal and corruptive elements. The Colorado Gaming Authorities’ stated policy is that public confidence and trust can be maintained only by strict regulation of all persons, locations, practices, associations, and activities related to the operation of the licensed gaming establishments and the manufacture and distribution of gaming devices and equipment.

The Gaming Commission is empowered to issue six types of licenses. In order to operate a casino, an operator is required to obtain a retail gaming license. Further, under Colorado gaming regulations, no person or entity can have an ownership interest in more than three retail licenses. We currently operate under the maximum of three retail gaming licenses in Colorado (Century Casino & Hotel in Cripple Creek operates under two gaming licenses). Licenses must be renewed every two years, with the next renewals scheduled for 2019 for our casinos in Central City and Cripple Creek. In addition, the Gaming Commission has broad discretion to revoke, suspend, condition, limit or restrict the licensee at any time. The failure or inability of the Century Casino & Hotel in Central City or Cripple Creek, or the failure or inability of others associated with these casinos, to maintain necessary gaming licenses or approvals for the casinos would have a material adverse effect on our operations. 

Our Colorado casinos must meet specified architectural requirements and must not exceed specified gaming square footage limits as a total of each floor and the full building. Colorado casinos may operate 24-hours a day, and may permit only individuals 21 or older to gamble in the casino. Colorado law permits slot machines, blackjack, poker, craps and roulette with a maximum single bet of $100. Colorado casinos may not provide credit to gaming patrons.

The Colorado constitution permits a gaming tax of up to 40% on adjusted gross proceeds (“AGP”), and voter approval is required for any increase to this gaming tax rate. The current gaming tax in Colorado established by the Gaming Commission is a graduated rate of 0.25% to 20% on AGP, where casinos pay a higher percentage as their AGP increase.

Colorado law requires that every officer, director or stockholder holding a 5% or greater interest or controlling interest of a publicly traded corporation, or owner of an applicant or licensee, shall be a person of good moral character and submit to and pay the cost of a full background investigation conducted by the Gaming Commission. Persons found unsuitable by the Gaming Commission may be required to immediately terminate any interest in, association or agreement with, or relationship to, a gaming licensee. A finding of unsuitability with respect to any officer, director, employee, associate, lender or beneficial owner of a licensee or applicant may also jeopardize the licensee’s retail license or applicant’s license application. Licenses may, however, be conditioned upon termination of any relationship with unsuitable persons.

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We may not issue any voting securities except in accordance with the provisions of the Colorado Limited Gaming Act (the “Act”) and the regulations promulgated thereunder. The issuance of any voting securities in violation of the Act will be void, and the voting securities will be deemed not to be issued and outstanding. No voting securities may be transferred, except in accordance with the provisions of the Act and the regulations promulgated thereunder. Any transfer in violation of these provisions will be void. If the Gaming Commission at any time determines that a holder of our voting securities is unsuitable to hold the securities, then we may, within sixty (60) days after the finding of unsuitability, purchase the voting securities of the unsuitable person at the lesser of (a) the cash equivalent of such person’s investment, or (b) the current market price as of the date of the finding of unsuitability, unless such voting securities are transferred to a suitable person within sixty (60) days after the finding of unsuitability. Until our voting securities are owned by persons found by the Gaming Commission to be suitable to own them, (a) we are not permitted to pay any dividends or interest with regard to the voting securities, (b) the holder of such voting securities will not be entitled to vote, and the voting securities will not for any purposes be included in the voting securities entitled to vote, and (c) we may not pay any remuneration in any form to the holder of the voting securities, except in exchange for the voting securities.

Poland

Gaming in Poland is governed by the Minister of Finance, who operates in accordance with Polish gaming law and has the authority to grant casino licenses. Polish gaming law was enacted in 1992. Key items included in Polish gaming law include the following requirements:

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Slot arcades and online gaming, which will be operated through a state run company, are currently permitted under legislation that became effective in April 2017 and are expected to begin operating in 2018;

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A maximum of 70 slot machines are allowed per casino;

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Licenses are not renewable, and licensees must reapply for a license once their current six year license has expired;

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The gaming tax rate assessed on gross gaming revenue is 50%;

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Poker cash games are prohibited in Poland, except for authorized poker tournaments; and

·

Under legislation effective in January 2018, casino patrons winning over PLN 2,280 in a single casino visit are subject to personal income tax on the winnings.

Casino licenses in Poland are limited to 52 and are subject to regional limitations. When a casino license expires, the Minister of Finance notifies the public of its availability, and those interested can submit an application for the casino license. Applicants for a gaming license must complete a detailed approval process. Following approval from the Minister of Finance, there is a period in which applicants can appeal the decision. Once the license is awarded, the applicant may operate the casino for six years. In October 2017, we were awarded casino licenses for the Polish cities of Katowice, Bielsko-Biala and Wroclaw. The license awards were appealed by our competitors, and the appeals have been dismissed by the Minister of Finance. We opened the Bielsko-Biala casino in January 2018. Management believes that CPL will open the Katowice and Wroclaw casinos in the second quarter of 2018. The casino licenses for the Plock, Krakow and Lodz casinos expire in the first quarter of 2018, and the casino license for the Poznan casino will expire in the second quarter of 2018. CPL has submitted or will submit applications for casino licenses in these cities.  The Minister of Finance monitors the casino operator and its compliance with all requirements. In the event of a violation, the Minister of Finance can assess charges and, in certain cases, withdraw casino licenses. 

Corporate and Other

·

Cruise Ships -The casinos onboard the cruise ships operate in international waters and are not regulated by any national or local regulatory body. However, we follow standardized rules and practices in the daily operation of the casinos.

·

Argentina –  The Casino de Mendoza is owned and operated by the Province of Mendoza. To retain the exclusive agreement with the IPJC, MCE must remain in good standing and operate ethically and without fault. In addition, any changes to the slot machines leased by MCE to Casino de Mendoza require approval from the IPJC.

·

Bath, England – Gaming in England is governed by the Gambling Commission, operating in accordance with the Gambling Act of 2005.

The laws and regulations of the Gambling Commission seek to keep gambling crime free, ensure that gambling is conducted in a fair and open way, and protect children and other vulnerable people from being harmed or exploited by gambling. Casino operators must create corporate policies and procedures in compliance with the Gambling Commission’s License Conditions and Codes of Practice and other industry guidance. Operators must commit to conducting their licensing activities with integrity, maintaining a responsible gaming provision, providing regular training to advise and guide staff as well as ensuring that a healthy, responsible and informed environment is maintained.

15


In order to operate a casino, an operator is required to obtain an operating license, personal licenses and a premises license from the Gambling Commission. The operator must pay an annual fee to maintain an operating license, and the license may be suspended or revoked. Personal licenses are granted to individuals responsible for activities at licensed gambling operators and are renewed every five years. A premises license is granted to operate a casino on certain premises. Currently, no additional premise licenses can be awarded under the Gambling Act of 2005.

The Gambling Act of 2005 sets the gambling duty rate based on the type of gambling and gross gaming yield of the casino premises. The gaming duty rate is scaled from 15% to 50% based on the gross gaming yield in a three-month period.

The Gambling Act of 2005 requires that a personal declaration be completed by any stockholder holding a 10% or greater interest in a company that owns a casino. In addition, the Gambling Commission also requires that the company list all stockholders with a 3% or greater interest in the company. 

Other Regulation

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, 2017,2020, we had approximately 1,5542,076 full-time employees and 356178 part-time employees. Approximately 261 full-time employees and 254 part-time employees in Canada are furloughed due to temporary casino closures and are not included in the employee count as of December 31, 2020. During busier months, a casino may supplement its permanent staff with seasonal employees. Approximately 243229 employees at our CPL casinos in Poland and 48 employees at Mountaineer 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 at CPL require approval of the unions. The trade unions at Mountaineer have collective bargaining agreements with Mountaineer.

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 very 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. Information regarding our workforce diversity, including furloughed employees in Canada, can be found below:

By Region

Management Team

Male

Female

Male

Female

Company-wide

50%

50%

64%

36%

United States

53%

47%

65%

35%

Canada

46%

54%

64%

36%

Poland

48%

52%

60%

40%

Corporate and Other

44%

56%

62%

38%

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.


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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 the local communities with their requests and needs in an effort to improve the lives of people in these communities. We seek to disburse contributions fairly 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 have operations. Examples of initiatives include:

donation boxes on the casino floor;

Jeans Days which raises cash donations for select charities;

volunteer events for employees including Relay for Life, Race for the Cure, Polar Bear Plunge, Make a Wish and Adopt a Highway;

fundraising drives to local food banks, hospitals and other community partnerships;

event sponsorships and charity events;

and, unique to Alberta, Canada, the charitable gaming model in which charitable organizations are licensed to conduct and manage casino events at our casinos.

Information about our Executive Officers of the Company

Name

Age

Position Held

Erwin Haitzmann

6467

Chairman of the Board and Co-Chief Executive Officer

Peter Hoetzinger

5558

Vice Chairman of the Board, Co-Chief Executive Officer and President

Margaret Stapleton

5659

Executive Vice President, Principal Financial/Chief Financial Officer and Corporate Secretary

Timothy Wright

50

Chief Accounting Officer and SecretaryCorporate Controller

Andreas Terler

4951

Managing Director of Century Casinos EuropeResorts Management GmbH,
Senior Vice President, Operations – Missouri and West Virginia and

Chief Information Officer

Nikolaus Strohriegel

4951

Managing Director of Century Casinos EuropeResorts Management GmbH and

Senior Vice President, Operations - Europe

Geoff Smith

50

Senior Vice President, Operations - Alberta

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 Executive Vice President, Principal Financial/AccountingChief 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. Mrs. Stapleton previously served as our Director of Internal Audit and Compliance from 2005 until May 2010.2010 and as our Executive Vice President, Principal Financial/Accounting Officer from May 2010 to October 2019.

16Timothy 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 is currently overseeing our operations in North America, our cruise ship-based casinos and our Caribbean operations. Mr. Terler has been employed by us since 2006. He has served as Chief Information Officer since February 2006, Managing Director of CCECRM since February 2007, and Senior Vice President, Operations – Missouri and West Virginia since October 2019. Mr. Terler previously served as Vice President of Operations sincefrom May 2011.2011 to October 2019.

Nikolaus Strohriegel received a Masters degree from the University of Vienna, Austria (1996). Mr. Strohriegel is currently overseeing our operations in Poland and the Saw Close Casino project. Mr. Strohriegel has been employed by us since 2007. He has served as Managing Director of CCECRM since January 2009 and Senior Vice President, Operations – Europe since October 2019. Mr. Strohriegel previously served as Vice President of Operations from March 2017 to October 2019.


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Geoff Smith holds an Honours Bachelor of Commerce degree from the University of Windsor, Ontario, Canada (1994). Mr. Smith has over 25 years of direct casino management experience across a variety of regulated gaming jurisdictions and operating models, including commercial casinos, charity casinos and horse racetrack casino establishments. Mr. Smith has been employed by us since March 2017.2006. He was appointed Senior Vice President, Operations – Canada in October 2019 and has served as Managing Director of Century Casino & Hotel in Edmonton since 2008. He previously served as the General Manager of Century Casino & Hotel in Edmonton from 2006 to 2008.

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 https://www.cnty.com/corporate/investor-relations/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.


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Financial Information about Segments and Geographic Areas

See Note 13 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report for financial information about segments and geographic areas.

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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.

COVID-19 Risks Related

The COVID-19 pandemic has had and is expected to continue to have an adverse effect on our Businessbusiness, operations, financial condition, operating results and Operationsliquidity, and the ultimate outcome of the pandemic is uncertain.

We face significant competition,In late 2019, an outbreak of a new strain of coronavirus, COVID-19, was identified in China and ifhas since spread rapidly around the world as a pandemic, prompting aggressive actions by local, state, federal and provincial governments in the US, Canada and elsewhere to control the spread of the coronavirus. COVID-19 has significantly affected virtually all facets of the United States and global economies and continues, with new, potentially more virulent strains emerging. This outbreak and the actions taken in response to this public health epidemic, pose the risk that we are not able to compete successfully,or our results of operations will be harmed.

We face intense competition from other casinos in 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’ clubsemployees, suppliers, and other marketing efforts. For example,business partners may be prevented from conducting business activities for CRA, we emphasizean unknown period of time. Restrictions on travel, quarantines and other measures imposed in response to 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 are generally not destination resort areas and rely on a local customer baseCOVID-19 pandemic, as well as tourists during peak seasons. The number of casinos in our markets may exceed demand, which could make it difficult for usongoing concern regarding the virus’ potential impact, have had and will likely continue to sustain profitability. 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 impactnegative effect on us.economies and financial markets, including supply chain shortages and additional business disruptions. We are particularly vulnerablewere required to competitiontemporarily close our casinos, hotels and other facilities to comply with quarantine orders issued by governments to contain the spread of COVID-19 and may be required to temporarily close these facilities in Coloradothe future. Our Canadian and Polish casinos were required to close for a second time in December 2020. Our Poland due to the large number of competitorscasinos reopened in those markets. Internet gaming or other gaming opportunities that become available inFebruary 2021, but our markets could also attract players that might otherwise have visited our casinos. At the end of 2016, the gaming law in Poland was changed to permit Internet gaming and slot arcades through a state run company, effective April 2017. The changesCanadian casinos have not yet been implemented. We expect onlinereopened. In addition, some locations are operating with limited operating hours, limited number of gaming positions or continued closures of restaurants and other facilities or amenities, requirements to wear face masks, including the slot arcadespotential to beginrequire guests to wear face masks, increased frequency of disinfecting surfaces and other measures to account for varying levels of demand. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report for additional information on the impact of closures on our financial results.

The COVID-19 pandemic has significantly increased demand uncertainty. Although our properties other than Canada are again operating, some customers may choose for a period of time not to visit our properties as a result of continuing concerns related to COVID-19, which could lead to lower attendance and further disruptions in 2018. Once they begin operations, these changes could increase competitionour business and adversely affect our results of operations. Capital expenditures, such as those for new gaming equipment, room refurbishments and amenity upgradesGovernmental officials may be necessary from timeimpose restrictions on travel or introduce additional social distancing measures. If the coronavirus continues to time to preservespread in the competitiveness of our properties. If we are not successfulUnited States or in making these improvements, our facilities may be less attractive to our visitors than those of our competitors, which could have a negative impact on our business.

We face extensive regulation from gaming and other regulatory authorities, which involve considerable expense and could harm our business.

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 any of our gaming subsidiaries. Like all gaming operators in the jurisdictions in which we operate, or planthe virus recurs, we may elect on a voluntary basis to operate, we must periodically apply to renew our gaming licenses or registrations and have the suitability ofagain close certain of our directors, officersproperties or portions thereof, or governmental officials may order additional closures, impose further restrictions on travel or introduce additional social distancing measures. The current and employees approved. At CRAfuture impact of the COVID-19 pandemic, including its effect on the ability and CAL,desire of people to visit our licenses must be renewed every five years, withproperties, is expected to continue to impact our results, operations, outlooks, plans, goals, growth cash flows and liquidity. The extent of the next renewals scheduledeffects of the outbreak on our business and the casino industry at large is highly uncertain and will ultimately depend on future developments, including, but not limited to, the duration and severity of the outbreak, future recurrences of the outbreak, the availability and effectiveness of COVID-19 vaccines, and the length of time it takes for 2018. At Century Downsnormal economic and St. Albertoperating conditions to resume, if at all.

Even after the COVID-19 pandemic subsides, we could experience a longer-term impact on our costs, such as, for example, the need for enhanced health and hygiene requirements in Colorado,one or more regions in attempts to counteract future outbreaks. Further, COVID-19 may also affect our licenses must be renewed every two years, with the next renewals scheduled for 2018 for Century Downsoperating and St. Albert and 2019 for Central City and Cripple Creek. In Poland, gaming licenses are granted for six year periods andfinancial results in ways that are not renewable. When a gaming license in Poland expires, any gaming company can apply for the license and there can be no guaranteepresently known to us or that we will be granted a new license atcurrently do not consider present significant risks to our existing casinos. The licenses for our Lodz and Plock casinos expired in February 2018, the license for our Krakow casino expires in March 2018, and the license for our Poznan casino expires in April 2018. We may not be able to obtain license renewals or approvals of new licenses. Regulatory authorities may also levy substantial fines against us or seize our assets or the assets of our subsidiaries or the people involved in violating gaming laws or regulations.operations. Any of these eventsthe foregoing could force us to terminate operations at an existing gaming facility, either on a temporary or permanent basis, could result in us being fined or could prohibit us from successfully completing a project in which we invest. Closing facilities or an inability to expand may have a material adverse effect on our business, financial condition, and results of operations.

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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. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted.

Potential changes in the regulatory environment may adversely affect the results of our operations.

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 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. In Poland, changes to the gaming law that went into effect in April 2017, but have not yet been implemented, legalized online gaming and reintroduced slot arcades that will be operated through a state run company. We expect the online gaming and slot arcades to begin operating in 2018. Once they begin operation, these changes could increase competition and adversely affect our results of operations. In addition, there is uncertainty surrounding future legislative changes that the U.S. Congress could impose relating to gaming, including potential changes to online gaming or sports betting laws. Any newly adopted gaming laws in the U.S. or other jurisdictions in which we operate could have an adverse impact on our financial position and results of operations.

The enactment of legislation implementing changes in the U.S. 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 U.S. 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 U.S. 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.

The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017 and included significant changes to the U.S. Internal Revenue Code, including, among other items, a reduction of the federal corporate tax rate from 35% to 21%, a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred, and the creation of new taxes on certain foreign earnings. These changes are complex and will require the Internal Revenue Service (“IRS”) to issue interpretations and regulations that may significantly impact how the Tax Act is applied and ultimately may impact our results of operations.  If there are significant interpretations and regulations issued related to the Tax Act that would increase the tax rates on future U.S. or foreign earnings, these changes could have a material adverse effect on our effective tax rate, financial condition, results of operations and cash flows.liquidity.

Business Environment and Competition Risks

19


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. For instance, the Colorado constitution permits a gaming tax of up to 40% on adjusted gross gaming proceeds. The current gaming tax in Colorado established by the Colorado Gaming Commission is a graduated rate of 0.25% to 20% on adjusted gross gaming proceeds, where casinos pay a higher percentage as their adjusted gross proceeds increase. At our Edmonton, St. Albert and Calgary casinos, the AGLC retains 85% of slot machine net sales, of which the AGLC allocates 15% to licensed charities and 70% to the Alberta Lottery Fund. For all table games in Alberta, Canada, excluding poker and craps, we are required to allocate 50% of our net win to a charity designated by the AGLC, with the exception of our St. Albert casino, for which we are required to allocate 35% of our net win to a charity designated by the AGLC. For poker and craps in Alberta, Canada, we are required to allocate 25% of our net win to the charity. At Century Downs, the AGLC and HRA retain 56.25% of slot machine net sales, which are allocated to and used by the Alberta Lottery Fund and by HRA to fund purses, marketing, administration and animal welfare and other programs. Any change to the agreement between the AGLC and HRA on the division of the slot machine net sales at Century Downs could negatively impact our revenue, as HRA may increase the amount it retains in order to offset increased retention from the AGLC. The Polish Minister of Finance assesses a gaming tax rate on gross gaming revenue of 50%. In Poland, under legislation enacted in late 2017 and effective in January 2018, casino patrons winning over PLN 2,280 in a single casino visit are now subject to personal income tax on their winnings, which could adversely affect our casino patronage and our results of operations. In addition, negativeGeneral economic conditions could intensify the efforts of federal, state, provincial and local governments to raise revenues through increases in gaming taxes or introduction of additional gaming opportunities. 

We may be unable to obtain the capital necessary to fund our operations or potential acquisitions.

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 have a significant amount of cash currently on hand, we may not be able to obtain funding when we need it on favorable terms or at all. We are currently constructing the Century Mile horse racing facility in the Edmonton market area, which we estimate will cost approximately CAD 60.0 million  ($47.8 million based on the exchange rate in effect as of December 31, 2017). We plan to finance this project with $25.0 million received from an equity offering in November 2017, loans under our existing or additional credit facilities and available cash. If we are unable to finance our current or future expansion projects, such as the Century Mile, Saw Close Casino Ltd., and Cripple Creek Palace Hotel 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 equity financing or joint venture partners, or modifying our bank credit facility. In addition, 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 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.

Our financing agreements in Canada impose restrictive covenants that limit our operating flexibility, and a default could have a material adverse effect on us.

Our various credit agreements require us to adhere to a number of significant financial covenants and for the Company to guaranty the debt of our subsidiaries. These restrictions limit the ability of our subsidiaries in Canada to incur additional debt, obtain future financings to withstand a future downturn in our business or the economy in general, or to otherwise conduct necessary corporate activities. A breach of any covenant in any of our credit agreements would result in an event of default under that agreement after any applicable grace periods. An event of default, if not waived or cured, could cause the lender to accelerate the repayment of all outstanding amounts due under the agreement, foreclose on the security granted under the agreement and enforce the Company’s obligations under its guarantee. There can be no assurances that we or our subsidiaries would be able to obtain a waiver of an event of default or modification of a covenant if necessary, or otherwise obtain alternative sources of funding to repay the obligation if a default occurred. Any such occurrences could have a material adverse effect on us.

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Difficulties in managing our worldwide operationsaffecting discretionary consumer spending may have an adverse impact on our business.business, financial condition or results of operations.

We derive our revenue principally from operations locatedOur success depends to a large extent on two continentsdiscretionary consumer spending, which is heavily influenced by general economic conditions and on cruise ships operating around the world. Our management is locatedavailability of discretionary income. The current outbreak and continued spread of COVID-19 has created economic uncertainty and could cause a global recession. Adverse changes in the United Stateseconomic climate, including higher unemployment rates, declines in income levels and Europe. Our worldwide operations pose risksloss of personal wealth resulting from business shutdowns and associated mass layoffs by businesses, and the adoption of social distancing and other policies to slow or control the spread of the virus, have had and are likely to continue to have a negative impact on demand for casinos, including ours, and these impacts could exist for an extensive period of time. Difficult economic conditions and recessionary periods may have an adverse impact on our business especially forand our financial

12


condition. Negative economic conditions, coupled with high volatility and uncertainty as to the future economic landscape, have at times had a smaller companynegative effect on consumers’ discretionary income and consumer confidence, and similar impacts can be expected should such as ours. Risks associated with international operations include:

·

different time zones;

·

culture, management and language differences;

·

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 United States Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;

·

difficulty in establishing staffing and managing non-United States operations;

·

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; and

·

uncertainties regarding judicial systems and procedures.

These factors make it more challengingconditions recur. A decrease in discretionary spending due to manage and administerdecreases in consumer confidence in the economy or us, or 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”continued economic slowdown or deterioration in Item 1, “Business”). This business model also increases our costs.

21


We may experience construction delays during our expansion or development projects, including the development and construction costs associated with the Century Mile project in Edmonton and the Saw Close Casino project in Bath, whicheconomy, could adversely affect the frequency with which customers choose to visit our operations.

From timeproperties and the amount that our customers spend when they visit. The actual or perceived weakness in the economy could also lead to time we may commence construction projectsdecreased spending by our customers. Both customer visits and customer spending at our properties. Construction on the Century Mile project in Edmonton, Alberta, Canada commenced in July 2017, and we expect to open the REC in early 2019. Construction on the Saw Close Casino project in Bath, England commenced in October 2017, and we expect to open the casino in the second quarter of 2018. We may engage in additional construction projects in the future. Construction projects entail significant risks, which can substantially increase costs or delay completion of a project. Most of these factorscasinos are beyond our control.

Our current and future projects could also experience:

·

failure to obtain necessary licenses, permits, entitlements or other governmental approvals;

·

changes to plans and specifications (some of which may require the approval of regulatory agencies);

·

delays and significant cost increases;

·

shortages of materials;

·

shortages of skilled labor or work stoppages for contractors and subcontractors;

·

labor disputes or work stoppages;

·

disputes with and defaults by contractors and subcontractors;

·

health and safety incidents and site accidents;

·

engineering problems, including defective plans and specifications;

·

poor performance or nonperformance by our partners or other third parties on whom we place reliance;

·

changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming and other facilities, real estate development or construction projects;

·

unforeseen construction scheduling, engineering, environmental, permitting, construction or geological problems;

·

environmental issues, including the discovery of unknown environmental contamination;

·

weather interference, floods, fires or other casualty losses; and

·

other unanticipated circumstances or cost increases.

The occurrence of any of these development and construction risks could increase the total costskey drivers of our construction projects, including the Century Mile or Saw Close Casino projects, or delay or prevent the construction or opening or otherwise affect the designrevenue and features of our construction projects. Thisprofitability, and reductions in either could materially adversely affect our plan of operations,business, financial condition and ability to satisfy our debt obligations. In addition, construction at our operating casinos may disrupt our customers’ experienceresults of operations.

We face risks associated with growth and cause a decline in our revenue.acquisitions.

Actual costs and construction periods for anyAs part of our projectsbusiness strategy, we regularly evaluate opportunities for growth and expansion through development of gaming operations in existing or new markets, through acquiring other gaming facilities, through redeveloping our existing gaming facilities, and through joint ventures in new markets. We cannot be sure that we will be able to identify attractive acquisition opportunities or that we will experience the return on investment that we expect. Acquisitions require significant management attention and resources to integrate new properties, businesses and operations. There can differ significantly from initial expectations. We can providebe no assurance that we will complete any project on time, if at all,be able to identify, acquire, develop or within established budgets,profitably manage additional companies or that any project will result in increased earnings to us. Ifoperations or successfully integrate such companies or operations, into our initial budgets are not accurate, we may need to pursue additional financing to complete a proposed project, whichexisting operations without substantial costs, delays or other problems. Our acquisitions, including the recent Acquisition of Mountaineer, Cape Girardeau and Caruthersville (the “Acquired Casinos”), and new developments may not generate revenue that will be available on favorable termssufficient to pay related expenses, or, at all. The adverse impacteven if such revenue is sufficient to pay related expenses, the acquisitions and new developments may not yield an adequate return or any return on our significant investments. In addition, generating returns on acquisitions, including the Acquisition, and new investments may take significantly longer than we expect and may negatively impact our operating results of operations resulting from cost overruns on any construction projects we undertake may harm our stock prices.and financial condition.

We intend to develop and operate additional properties in the future and if our development efforts are not successful, our business may be adversely affected.

We regularly review opportunities to develop new properties. We may not be successful in obtaining the rights to develop suchnew casino properties, and as a result, we may incur significant costs for which we will receive no return. Even if we are successful in obtaining the rights to develop newsuch casino properties, commencing operations at new casino projects may require substantial development capital. Additional risks before commencing operations include the time and expense incurred and unforeseen difficulties from construction delays and cost overruns, in obtaining suitable sites, liquor licenses, building permits, materials, competent and able contractors, supplies, employees, gaming devices and related matters.

WeIn addition, acquisitions require significant management attention and resources to integrate new properties, businesses and operations. Potential difficulties we may engage in construction projectsencounter as part of the integration process include:

the inability to successfully integrate acquired assets in a manner that permits us to achieve the full revenue and other benefits anticipated to result from the acquired operations;

complexities associated with managing the combined business, including difficulties addressing possible differences in cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of the company in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;

potential unknown liabilities and unforeseen increased expenses associated with acquired operations;

diversion of the attention of our developmentmanagement;

the disruption of, additional propertiesor the loss of momentum in, the future. Construction projects entail significant risks, which can substantially increase costs or delay completion of a project. Most of these factors are beyond our control. The occurrence of ongoing businesses; and

inconsistencies in standards, controls, procedures and policies;

any of these development and construction riskswhich could increase the total costs of our construction projects or delay or prevent the construction or opening or otherwise affect the design and features of our construction projects. This could materially adversely affect our plan of operations, financial condition and ability to satisfy our debt obligations.

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Development activities such as the Century Milemaintain relationships with customers, suppliers, employees and SCCL projects involve substantial risks, such as uncertainties regardingother constituencies or our ability to secure various licenses, permitsachieve the anticipated benefits, or could reduce our earnings or otherwise adversely affect our business and government authorizations, and expenses related to such activities, as well as the risks of potential cost over-runs, construction delays and market deterioration.financial results.

We may pursue gaming opportunities that would require us to obtain a gaming license. While our management believes that we are licensable in any jurisdiction that allows gaming operations, each licensing process is unique and requires a significant amount of funds and management time. The licensing process in any particular jurisdiction can take significant time and expense through licensing fees, background investigation costs, legal fees and other associated preparation costs. Moreover, if we proceed with a licensing approval process with industry partners, such industry partners would be subject to regulatory review as well. We seek to find industry partners that are licensable, but cannot assure that such partners will, in fact, be licensable. Certain licenses include competitive situations where, even if we and our industry partners are licensable, other factors such as the economic impact of gaming, financial and operational capabilities of competitors must be analyzed by regulatory authorities. In addition, political factors may make the licensing process more difficult. If any of our gaming license applications are denied or we are otherwise unable to complete a project, we may have to write off costs related to our investment in such application processes, which could be significant. In addition, our ability to attract and retain competent management and employees for any new location is critical to

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our success. One or more of these risks may result in any new gaming opportunity not being successful. If we are not able to successfully commence operations at these properties, our results of operations may be adversely affected.

Our reputationWe may engage in construction projects as part of our development of additional properties in the future. Construction projects entail significant risks, which can substantially increase costs or delay completion of a project. Most of these factors are beyond our control. The occurrence of any of these development and businessconstruction risks could increase the total costs of our construction projects or delay or prevent the construction or opening or otherwise affect the design and features of our construction projects. This could materially adversely affect our plan of operations, financial condition and ability to satisfy our debt obligations.

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 are generally not destination resort areas and rely on a local customer base as well as tourists during peak seasons. The number of casinos in 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 potential casino in southern Illinois could increase competition at our Cape Girardeau casino, and gaming facilities in Ohio that have commenced operations in recent years present significant competition for Mountaineer.

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 such expansion of legalized gaming could adversely impact our properties. Changes to the Colorado gaming law that allows for increased betting limits and expanded table game variety will go into effect in May 2021. It is unclear what impact these changes will have on our Colorado casinos or the Colorado market, but they could be material.

Other potential changes in gaming laws in jurisdictions in which we have operations include:

In Missouri, a sports betting bill would allow Class B gaming licensees and daily fantasy sports licensees to conduct sports wagering including on mobile devices so long as such devices are located within the state of Missouri. This bill is in the early stages of the law-making process and subject to significant changes in proposed statutory language prior to enactment.

In Missouri, a video lottery terminal bill would allow the state lottery to operate video gaming terminals, similar to slot machines, at various locations distributed across the state including bars, restaurants, veterans and fraternal organizations and convenience stores throughout the state. This bill is in the early stages of the law-making process and subject to significant changes in proposed statutory language prior to enactment.

In Canada, a sports betting bill would remove the national prohibition on single-game sports betting and allow the Canadian provinces to regulate the industry. The bill needs to undergo a final review prior to enactment.

It is unclear what impact these changes will have on our casinos in these markets, but they could be material.

Capital expenditures, such as those for new gaming equipment, room refurbishments and amenity upgrades may be harmednecessary from time to time to preserve the competitiveness of our properties. If we are not successful in making these improvements, our facilities may be less attractive to our visitors than those of our competitors, which could have a negative impact on our business.


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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.

All of our $193.8 million face value debt outstanding as of December 31, 2020 is variable rate debt. Each one percentage point change associated with the variable rate debt would result in an estimated $0.7 million change to our annual cash interest expenses. In connection with the Acquisition, we entered into a triple net lease agreement (the “Master Lease”) with VICI Properties Inc. (“VICI PropCo”) subsidiaries to lease the real estate assets of the Acquired Casinos. Our scheduled 2021 rent payments under the Master Lease are approximately $23.1 million. Our rent payments are subject to annual escalation. See Notes 7 and 8 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.

These financial obligations could:

limit our ability to satisfy our 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 have been required to make rent payments under the Master Lease during 2020 even during the temporary closures of the casinos covered by cyber security breaches,the Master Lease. 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.

Some 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 casino.

Our RECs and racetracks in Calgary and Edmonton are located on leased parcels of land, and 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

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these locations, the lessors could terminate the affected leases and we could lose possession of the land or building and any improvements on the land and buildings, including the RECs that we have built in Canada. This would have a significant adverse effect on our business, financial condition and results of operations as we would then be unable to operate the affected facilities.

We lease the land and buildings for our casinos in Missouri and West Virginia 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 notwithstanding the fact that many of the benefits received in exchange for such costs shall in part 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 income and could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to obtain the capital necessary to fund our operations or potential acquisitions.

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 have a significant amount of cash currently on hand, 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 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 equity financing or joint venture partners, or modifying our bank credit facility. 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 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.

Legal, Regulatory and Compliance Risks

We face extensive regulation from gaming and other regulatory authorities, which involve considerable expense and could harm our business, and potential changes in the regulatory environment may adversely impact us.

As owners and operators of gaming facilities, we are subject to legal claims if there is loss, disclosureextensive 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 misappropriation ofrevoke a license or accessregistration to our customers', our business partners'conduct gaming operations or our own information or other breachesprevent us from owning the securities of our information security.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 renewals for our casino licenses in Colorado, West Virginia and Missouri in 2021. 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 make usealso deal with significant amounts of online servicescash in our operations and centralized data processing,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

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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.

We depend on agreements with our horsemen and pari-mutuel clerks. Failure to renew or modify agreements on satisfactory terms could materially affect our financial position and results of operations.

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 third party service providers. 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 the 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 revenues. 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.

If we fail to renew or modify existing agreements on satisfactory terms, this failure could have a material adverse effect on our financial position, results of operations and cash flows.

The secure maintenanceenactment 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 transmissionresults of customer information, including credit card numbersoperations.

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 personally identifiable information for marketinglegislative changes, changes in the valuation of our deferred tax assets and promotional purposes, is a critical elementliabilities, 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. Our collection

We believe that the prospect of significant revenue to a jurisdiction through taxation and usefees is one of personal datathe primary reasons jurisdictions permit legalized gaming. As a result, gaming companies are governedtypically 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 federal privacylocal 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.

Any violation of the Foreign Corrupt Practices Act or any other similar anti-corruption laws as well ascould have a negative impact on us.

A significant portion of our revenue is derived from operations outside the applicable lawsUnited States, which exposes us to complex foreign and US regulations inherent in otherdoing cross-border business and in each of the countries in which we operate. Compliancetransact business. We are subject to 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 technologythe US Foreign Corrupt Practices Act (“FCPA”) and other systemssimilar 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 maintainour internal policies and transmit customer information, or thoseprocedures will always protect us from violations of service providers, orthese laws, despite our employee or business information may be compromised by a malicious third party penetrationcommitment to legal compliance and corporate ethics. Violations 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. 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 datathese laws may result in a losssevere criminal and civil sanctions as well as other penalties, and the SEC

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and US Department of customers and subject usJustice have increased their enforcement activities with respect to fines, paymentthe FCPA. The occurrence or allegation of damages, lawsuits or restrictions on our use or transferthese types of data. Our insurance does not cover cyber security incidents. The loss, disclosure or misappropriation of our business informationrisks may adversely affect our businesses, operatingbusiness, performance, prospects, value, financial condition, and results and financial condition. Furthermore, a cyber security breachof operations.

Any failure to protect our trademarks could have a seriousnegative impact on the value of our reputationbrand names and may adversely affect our businesses, operatingbusiness.

The development of intellectual property is part of our overall business strategy. While our business as a whole is not dependent on either of 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.

Operational Risks

Our financial condition and results and financial condition.

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Weof operations may be adversely affected by reductions in discretionary consumer spending as a resultthe occurrence of consumer concerns over economic conditions, homeland security,severe weather, natural or man-made disasters and other catastrophic events, including war, terrorism and war.

Our business may be adversely affected by international, national and local economic and political conditions. From time to time, the volatile global economic environment has had negative effects on our business because our business is largely impacted by discretionary consumer spending. Reductions in discretionary consumer spending or changes in consumer preferences brought about by factors such as increased unemployment, perceived or actual deterioration in general economic conditions, housing market instability, perceived or actual decline in disposable consumer income and wealth, and changes in consumer confidence in the economy could reduce customer demand for the leisure activities we offer and may adversely affect our revenue and operating cash flow. For example, Alberta, is Canada’s largest oil and gas producer and a decrease in oil and gas prices could create higher unemployment and reduce discretionary consumer spending at our Canadian casinos.

Terrorist attacks and other acts of war or hostility have created many economicviolence, and political uncertainties and have had a negative impact on travel and leisure expenditures, including gaming, lodging and tourism. For example, our locations in Poland are in close proximity to Ukraine and Russia. While we have not experienced any material impact fromdisease, such as the acts of hostility between the two countries, an increase in those hostilities could adversely affect our casinos in Poland. We cannot predict the extent to which terrorism, security alerts or war, or hostilities in countries throughout the world will directly or indirectly affect our business and operating results, but the impact could be material.current COVID-19 pandemic.

Insufficient or lower-than-expected results generated from our new developments and acquired properties may negatively affect our operating results and financial condition.

Our acquisitions and new developments may not generate revenues that will be sufficient to pay related expenses, or, even if such revenues are sufficient to pay related expenses, the acquisitions and new developments may not yield an adequate return or any return on our significant investments. In addition, generating returns on acquisitions and new investments may take significantly longer than we expect and may negatively impact our operating results and financial condition. New facilities also may compete with existing facilities that we own and operate.

Inclement weather and other conditions could seriously disrupt our business, which may hamper our financial condition and results of operations.

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. High winds, flooding, blizzards and sub-zero temperatures, such as those experienced in Colorado and Alberta from time to time, can limit access to our properties.

Events such as terrorist and war activities in the countries in which we are located and other acts of violence, such as the mass shooting in Las Vegas in 2017, 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. 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 current 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. Our operating costs may increase due to additional health and safety requirements, we may experience disruptions due to employee illness, and we could be forced to close our locations for a period of time. As a result of the actions taken by the US government, our management located in Europe may be unable to travel to the US. We cannot predict the extent to which future outbreaks of a contagious disease will directly or indirectly affect our business and operating results, but the impact could be material.

Difficulties in managing our worldwide operations may have an adverse impact on our business.

We derive our revenue principally from operations located on two continents. Our management is located in North America and Europe, and our worldwide operations pose risks to our business, especially for a smaller company such as ours. Risks associated with international operations include:

different time zones;

culture, management and language differences;

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 FCPA and similar anti-bribery laws in other jurisdictions;

difficulty in establishing staffing and managing non-United States operations;

different labor regulations;

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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; and

uncertainties regarding judicial systems and procedures.

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). This business model also increases our costs.

The evolution of the slot machine manufacturing industry could impose additional costs on us.

The majority of our revenue is generated from slot machines operated at our gaming facilities. In order to remain competitive, we seek to offer the most popular and up-to-date slot machine games to our customers. In recent years, slot machine manufacturers have frequently required new slot machines to be leased through participation arrangements instead of selling the machines. Participation arrangements typically require payments based on a percentage of coin-in or net win. Generally, a participation arrangement is substantially more expensive over the long term than the cost to purchase a new machine. For competitive reasons, we may be forced to purchase new slot machines or enter into participation lease arrangements that are more expensive than costs associated with continuing to operate our existing slot machines. If the newer slot machines do not result in sufficient incremental revenue to offset the increased investment and costs, it may negatively impact our operating results.

In addition, a substantial majority of the slot machines sold in the US in recent years were manufactured by a few select companies, and there has been extensive consolidation activity within the gaming equipment sector in recent years. A decrease in the competition in the slot machine manufacturing industry could lead to increased costs related to the acquisition or rental of slot machines and other gaming equipment.

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 terrorism),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 claims resulting from severe weather conditions. 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. The cost of coverage may become so high that we may need to further reduce our policy limits or 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.

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Our business, financial condition, and results of operations may be harmed by work stoppages and other labor issues.

There are 243 employees at our CPL casinos in Poland who belong to trade unions. The trade unions do not currently have any collective bargaining agreements with CPL but changes in pay for union employees at CPL require approval from the trade unions. A lengthy strike or other work stoppage at our casino properties in Poland could have an adverse effect on our business and results of operations. Our employees in the U.S. and Canada and in our Corporate and Other segment 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 operation 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.

Fluctuations in currency exchange rates and currency controls in foreign countries could adversely affect our business.

Our casinos in Canada and Poland represent a significant portion of our business, and the revenue generated and expenses incurred by these operations are generally denominated in Canadian dollars and Polish zloty, respectively. Decreases in the value of these currencies in relation to the value of the U.S. dollar have decreased the operating profit from our foreign operations when translated into U.S. 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 U.S. 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.

We have invested $1.0 million in capital in the MCE project located in Argentina. In addition, we have a Consulting Services Agreement with MCE in which CCE is receiving a service fee consisting of a fixed fee plus a percentage of MCE’s EBITDA. Argentina has implemented currency controls within the country that could limit our ability to repatriate our initial capital, the consulting service fee, or other funds.

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 Co-Chief Executive Officers, and other members of our senior management team. The employment agreements with 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.

We may be required in the future to record impairment losses related to assets we currently carry on our balance sheet.

We have $275 million of tangible and intangible assets, including $15 million of goodwill, $15 million in casino licenses, $2 million in trademarks and $153 million in property and equipment as of December 31, 2017. Accounting rules require that we make certain estimates and assumptions related to our determinations as to the future recoverability of these 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.

25


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.

In Poland, tax laws and other Polish laws and regulations change from time to time, sometimes with no reference to established regulations or cases. The current Polish laws and regulations also have ambiguities that lead to differences in interpretations between authorities and between authorities and companies. Taxes or other payments may frequently be inspected by Polish authorities that are authorized to impose significant fines, extra liabilities and interest for underpayments. As a result, our tax risk is higher in Poland than in countries with better-developed tax systems. Since Polish tax payments may be inspected for up to five years, the amounts included in our financial statements for Polish taxes may change at a later date after the final amounts are determined, and other Polish laws and regulations may lead to additional liabilities. We have open tax audits currently in litigation with the Polish Internal Revenue Service (“Polish IRS”), as described further in Item 3, “Legal Proceedings”. The Supreme Administrative Court in Poland found in favor of the Polish IRS in 2016 regarding certain open tax audits, and we are awaiting a decision from the Supreme Administrative Court relating to another open tax audit. Additional tax obligations as a result of the tax audits by the Polish IRS could adversely affect our financial position.

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 system and all of our slot machines 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.

19

26


Any violationOur reputation and business may be harmed by cybersecurity breaches, and we may be subject to legal claims if there is loss, disclosure or misappropriation of the Foreign Corrupt Practices Act or anyaccess to our customers', our business partners' or our own information or other similar anti-corruption laws could have a negative impact on us. 

A significant portionbreaches of our revenueinformation security.

We make use of online services and centralized data processing, including through third party service providers. The secure maintenance and transmission of customer information, including credit card numbers and other personally identifiable information for marketing and promotional purposes, is derived from operations outsidea critical element of our operations. Our collection and use of personal data are governed by state and federal privacy laws as well as the United States, which exposes us to complex foreign and U.S. regulations inherent in doing cross-border business and in eachapplicable laws of the countries in which we transact business. We are subjectoperate. 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. For example, the European Union adopted the General Data Protection Regulation, which became effective in May 2018, that changed companies’ operational and compliance requirements and included significant penalties for non-compliance. Compliance with applicable privacy regulations may increase our operating costs or adversely impact our ability to compliance with the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Actmarket our products, properties and services to our guests.

Our information technology and other similar anti-corruption laws, which generally prohibit companiessystems 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 intermediaries from making improper payments to foreign government officials for the purposeor our consent. Non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) or a breach of obtaining or retaining business. Whilesecurity on systems storing 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 lawsdata may result in severe criminala loss of customers and civil sanctions as well as other penalties, and the SEC and U.S. Departmentsubject us to fines, payment of Justice have increased their enforcement activities with respect to the FCPA.damages, lawsuits or restrictions on our use or transfer of data. The occurrenceloss, disclosure or allegationmisappropriation of these types of risksour business information may adversely affect our businesses, operating results and financial condition.

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 employment agreements with 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, performance, prospects, value, financial condition and results of operations.

Our business, financial condition, and results of operations may be harmed by work stoppages and other labor issues.

Risks Related

There are 229 employees at our CPL casinos in Poland who belong to trade unions. The trade unions do not currently have any collective bargaining agreements with CPL but changes in pay for union employees at CPL require approval from the trade unions. In the United States, there are 48 employees at our West Virginia casino who belong to unions. 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 Common Stock

Our stock price has been volatile and may decline significantly and unexpectedly.

Our common stock tradesother employees in the U.S. on the Nasdaq Capital Market, which consists of relatively small issuersUS and a lack of significant trading volumes relativeCanada and in our Corporate and Other segment are not covered by collective bargaining agreements. From time to other U.S. markets. These factors may result in volatility in the pricetime, we have experienced attempts to unionize certain of our common stock. For instance, the trading pricenon-union employees. If a union seeks to organize any of our common stockemployees, we could experience disruption in our business and incur significant costs, both of which could have a material adverse effect on the Nasdaq Capital Marketour results of operation and financial condition. If a union were successful in 2016organizing 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 2017 varied from a highresults of $9.85operations. In addition, changes to a low of $5.34. 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 of directors 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 of directors 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.

20

Regulation Risk Related to Stockholders


Stockholders may be required to dispose of their shares of our common stockif they are found unsuitable by U.S. gaming authorities.

Gaming authorities in the U.S.,US and Canada and the United Kingdom 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 open tax audits currently in litigation with the Polish Internal Revenue Service (“Polish IRS”), as described further in Note 17 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report. Additional tax obligations as a result of the tax audits by the Polish IRS could adversely affect our financial position.

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.

We may be required in the future to record impairment losses related to assets we currently carry on our balance sheet.

We have $681 million of tangible and intangible assets, including $11 million of goodwill, $32 million in casino licenses, $4 million in trademarks and $519 million in property and equipment as of December 31, 2020. Accounting rules require that we make certain estimates and assumptions related to our determinations as to the future recoverability of these 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 2020, we impaired $35.1 million related to goodwill and other intangible assets, including our MCE cost investment, due to the impact from COVID-19. See Notes 4 and 6 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.

Item 1B.Unresolved Staff Comments.

None.


21

27


Item 2.Properties.

The following table sets forth the location, applicable reportable segment, size and description of certain types of gaming facilities available at each of our casinos as of December 31, 2017:2020:

Summary of Property Information



 

 

 

 

 

 

 

 

 

 

 

 

 

Property

Segment

Casino Space
Sq. Ft. 

Acreage

Number of
Slot
Machines

Number
of Video
Lottery
Terminals

Number of
Tables

Number of
Off-Track
Betting
Parlors

Century Casino & Hotel – Edmonton

Canada

31,500

6

800

22

35

0

Century Casino – St. Albert

Canada

13,600

7.1

407

15

11

0

Century Casino – Calgary

Canada

20,000

8

504

25

18

1

Century Downs Racetrack and Casino

Canada

22,000

57.3

590

10

0

1

Century Bets! Inc. (1)

Canada

0

0

0

0

0

17

Century Casino & Hotel – Central City

United States

22,350

1.3

496

0

7

0

Century Casino & Hotel – Cripple Creek

United States

19,600

3.5

442

0

6

0

Casinos Poland – Poland (2)

Poland

45,300

0

375

0

76

0

Cruise Ships (total of 14)  (3)

Corporate and Other

16,700

0

236

0

43

0

Mendoza Central Entretenimientos S.A. (4)

Corporate and Other

23,000

0

600

0

0

0

Segment/Property

Year Opened / Acquired

Approximate Casino Square Footage

Acreage

Slot / Electronic Gaming Machines

(#) (1)

Video Lottery Terminals

(#) (1)

Tables

(#) (1)

Racetrack
(#)

United States

Colorado

Century Casino & Hotel - Central City

2006

22,640

1.3

462

7

Century Casino & Hotel - Cripple Creek

1996

19,610

3.5

431

6

West Virginia

Mountaineer Casino, Racetrack & Resort (2)

2019

72,380

214.8

1,127

34

1

Missouri

Century Casino Cape Girardeau (2)

2019

41,530

19.1

844

23

Century Casino Caruthersville (2)

2019

21,000

38.2

523

9

Subtotal

177,160

276.9

3,387

79

1

Canada

Edmonton

Century Casino & Hotel - Edmonton

2006

32,960

6.0

813

30

22

Century Casino St. Albert

2016

12,970

7.1

408

24

10

Century Mile Racetrack and Casino (3)

2019

19,480

100.0

590

14

1

Calgary

Century Downs Racetrack and Casino (4)

2015

25,500

57.3

661

10

1

Century Sports

2010

8.0

Century Bets! Inc. (5)

2015

Subtotal

90,910

178.4

2,472

78

32

2

Poland

Casinos Poland (6)

2007

85,560

526

119

Subtotal

85,560

526

119

Corporate Other

Cruise Ships (total of 4) (7)

N/A

11,900

68

4

Mendoza Central Entretenimientos S.A. (8)

2014

23,000

600

Subtotal

34,900

668

4

Total

388,530

455.3

7,053

78

234

3

(1)Machine and table counts are reported as the total number of machines as of December 31, 2020. Active machines and tables may differ due to operating restrictions related to COVID-19.

(2)The land, buildings and riverboat (as applicable) at these properties are leased under the Master Lease. For more information see “Master Lease” below.

(3)Century Mile runs the pari-mutuel network in northern Alberta. The off-track betting parlors are located throughout northern Alberta and include the parlors at Century Mile, Century Casino & Hotel – Edmonton and Century Casino St. Albert. The land on which the REC and racetrack are located is leased.

(4)The land on which the REC and racetrack are located was sold by CDR to 1685258 Alberta Ltd. (“Rosebridge”) prior to our acquisition of our ownership interest in CDR. CDR leases from Rosebridge the 57.3 acres on which the REC and racetrack are located.

(5)Century Bets! Inc. runs the pari-mutuel network in southern Alberta. The off-track betting parlors are located throughout southern Alberta, including in Century Casinos – Calgary and Century Downs Racetrack and Casino.

(2)  (6)As of December 31, 2017,2020, Casinos Poland operated sixowned eight separate casinos in leased building spaces, including hotels, throughout Poland. For the locations of these casinos, see “Overview of Operations - Poland” in Item 1, “Business” of this report.“Additional Property Information” below.

(3) (7)Operated under concession agreements. We do not own the ships on which our casinos operate. For additional information about these ships, see “Additional Property Information” below.

(4) (8)Operated under a consulting services agreement. We do not own the building in which the casino operates.

Each of the locations listed in the table above are wholly-owned by us except for Century Downs Racetrack and Casino, Century Bets! Inc., the casinos operated by Casinos Poland, the cruise ships and Mendoza Central Entretenimientos S.A.

22


Additional Property Information

As of December 31, 2017, the Century Casino & Hotel in Edmonton, Century Casino St. Albert and Century Casino in Calgary and2020, our 75% interest in Century Downssubsidiaries are pledged as collateral for our obligations under a mortgageour credit facility (“Macquarie Credit Agreement”) with the Bank of Montreal.Macquarie Capital (“Macquarie”). As of December 31, 2017,2020, a parcel of land in Kolbaskowo, Poland owned by Casinos Poland was used to secure a bank guarantee with mBank. See Note 7 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report.

28


Additional Property Information

Century Casino CalgarySportsIn addition to the property described above, we lease approximately 13,049 square feet of land at our property in Calgary for additional parking.

Century Downs Racetrack and Casino – The land on which the REC is located was sold by CDR to 1685258 Alberta Ltd. (“Rosebridge”) prior to our acquisition of our ownership interest in CDR. CDR leases from Rosebridge the 57.3 acres on which the REC is located.

Century Bets – Century Bets leases approximately 250 square feet of office space from Century Casino & Hotel Edmonton and 80 square feet of office space from Century Casino CalgaryMile for administrative purposes.

Corporate Offices We lease approximately 5,70011,100 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, 2020.

City

Location

License Expiration

Number of Slots

Number of Tables

Warsaw

Marriott Hotel

July 2024

70

37

Warsaw

Hilton Hotel

September 2022

70

26

Warsaw

LIM Center

June 2025

63

4

Bielsko-Biala

Hotel President

October 2023

48

5

Katowice

Park Inn by Radisson

October 2023

70

14

Wroclaw

Double Tree Hilton Hotel

November 2023

70

18

Krakow

Dwor Kosciuszko Hotel

May 2024

70

5

Lodz

Manufaktura Entertainment Complex

June 2024

65

10

Cruise Ships – The following table summarizes information about the ship-based casinos for which we had concession agreements as of December 31, 2020.

Cruise Line

Ship

Concession

Agreement End Date

Number of Slots

Number of Tables

TUI Cruises

Mein Schiff Herz

June 2022 (1)

17

1

TUI Cruises

Mein Schiff 4

May 2021

17

1

TUI Cruises

Mein Schiff 5

May 2021

17

1

TUI Cruises

Mein Schiff 6

May 2021

17

1

(1)Estimated - The ship is scheduled to be sold to a different cruise line no earlier than the second quarter of 2022.

Master Lease

Mountaineer, Cape Girardeau and Caruthersville are subject to the Master Lease. The Master Lease provides for the lease of land, buildings, structures and other improvements on the land (including barges and riverboats), easements and similar appurtenances to the land and improvements relating to the operations of the leased properties. The scheduled 2021 rent payments under the Master Lease are approximately $23.1 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. At our option, the Master Lease may be extended for up to four five year renewal terms beyond the initial 15 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 Acquired Casino properties, including real estate taxes, insurance, utilities, maintenance and operational costs. The Master Lease contains certain covenants, including minimum capital improvement expenditures. Our parent company has provided a guarantee of our subsidiaries’ obligations under the Master Lease. For additional information regarding the Master Lease, see Note 8 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report.


23


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 follows.

Since 2011, the Polish IRS has conducted a series of tax audits of CPL to review the calculation and payment of personal income tax by CPL employees for periods ranging from 2007 to 2013. The Polish IRS has asserted that CPL should calculate, collect and remitdisclosed in Note 17 to the Polish IRS personal income tax on tips received by CPL employees from casino customersConsolidated Financial Statements included in Item 8, “Financial Statements and has prevailed in several court challenges by CPL. Through December 31, 2017, CPL has paid PLN 9.4 million ($2.9 million) to the Polish IRS related to these audits. As a resultSupplementary Data” of one court decision currently on appeal, which is scheduled to be heard in April 2018, CPL’s tax records for 2009 remain open for audit.this report.

The Polish IRS did not conduct a tax audit for the period from January 1, 2010 to November 30, 2010, and the statute of limitations has passed for an audit to be conducted. As a result, we adjusted our contingent liability related to the CPL taxes to remove the estimated taxes accrued for the 2010 tax year. The adjustment reduced the contingent liability by PLN 3.4 million ($0.9 million) in December 2015 and was recorded as gain on foreign currency and other on our consolidated statement of earnings during the fourth quarter of the year ended December 31, 2015. In June 2017, the Polish IRS began a tax audit of 2012 and 2013. The audit was completed in August 2017. CPL estimates that it will be required to pay PLN 4.8 ($1.4 million based on the exchange rate in effect on December 31, 2017) related to this audit. The Polish IRS has not issued an official decision on this audit and no payment will be made until the decision is issued. CPL plans to file an appeal if the tax decision would result in a payment to the Polish IRS.

The balance of the potential contingent liability on our consolidated balance sheet for all open periods as of December 31, 2017 is PLN 6.3 million ($1.8 million based on the exchange rate in effect on December 31, 2017). We have evaluated the contingent liability recorded on our consolidated balance sheet as of December 31, 2017 and have concluded that it is properly accrued in light of our estimated obligation related to personal income tax on tips as of December 31, 2017. Additional court decisions and other proceedings by the Polish IRS may expose us to additional employment tax obligations in the future. Any additional tax obligations are not probable or estimable, and we have not recorded any additional obligation related to such taxes as of December 31, 2017. Additional tax obligations assessed in the future as a result of these matters, if any, may be material to our financial position, results of operations and cash flows. 

In October 2016, we filed a motion for arbitration in Poland against LOT Polish Airlines, which previously owned a 33.3% interest in CPL that it sold to us in 2013. We are seeking to collect amounts owed to us by LOT Polish Airlines in connection with the payments made to the Polish IRS for the tax periods December 1, 2007 to December 31, 2008 and January 1, 2011 to January 31, 2011 pursuant to an agreement with LOT Polish Airlines under which we acquired the additional 33.3% interest in CPL.  In June 2017, the arbitrator awarded us PLN 1.2 million ($0.3 million based on the exchange rate in effect on December 31, 2017) related to this claim for the periods indicated. LOT Polish Airlines is appealing the decision.

Item 4.Mine Safety Disclosures.

Not applicable.

29


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, 20122015 through December 31, 2017,2020, 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, 2012,2015, 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.

Picture 6

 

 

 

 

 

 

 

 

 

 

 

 

 

12/12

 

12/13

 

12/14

 

12/15

 

12/16

 

12/17

12/15

12/16

12/17

12/18

12/19

12/20

CNTY

 

100.00

 

183.45

 

177.82

 

273.94

 

289.79

 

321.48

100.00

105.78

117.35

94.99

99.87

82.13

Nasdaq

 

100.00

 

138.32

 

156.85

 

165.84

 

178.28

 

228.63

100.00

107.50

137.86

132.51

179.19

257.38

Dow Jones US Gambling Index

 

100.00

 

168.66

 

133.57

 

98.95

 

122.89

 

167.26

100.00

124.20

169.03

113.85

163.20

144.51

The following table sets forth the low and high sales price per share of our common stock as reported on the Nasdaq Capital Market for the periods indicated.



 

 

 

 

 

 

 

 



 

2017

 

2016



 

High

 

Low

 

High

 

Low

First Quarter

 

$8.23

 

$6.54

 

$7.80

 

$5.34

Second Quarter

 

$8.89

 

$7.12

 

$6.96

 

$5.40

Third Quarter

 

$8.40

 

$6.28

 

$6.93

 

$5.85

Fourth Quarter

 

$9.85

 

$7.50

 

$8.27

 

$6.00

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 of directors. At the present time, we intend to use any earnings that may be generated to finance the growth of our business.

At March 1, 2018,3, 2021, we had 143 holders of record of our common stock.

In March 2000, our board of directors approved and announced a discretionary program to repurchase up to $5.0 million of our outstanding common stock. In November 2009, our board of directors approved an increase of the amount available to be repurchased under the program to $15.0 million. The amount available for repurchase as of December 31, 20172020 is $14.7 million. The repurchase program has no set expiration or termination date. No repurchases were made during the year ended December 31, 2017.2020.

24

30


Item 6. Selected Financial Data.

The selected financial data should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and Part II, Item 8, “Financial Statements and Supplementary Data”, of this Form 10-K.

For the year ended December 31,

Amounts in thousands, except for share information

2020 (1)

2019 (2)

2018 (3)

2017 (4)

2016 (5)

Results of Operations:

Net operating revenue

$

304,268

$

218,227

$

168,938

$

154,069

$

139,234

Impairment - intangible and tangible assets

(35,121)

(16,486)

Gain on sale of casino operations

6,457

(Loss) earnings from operations

(127)

(5,220)

9,459

14,615

16,165

Non-operating (expense) income, net

(43,161)

(6,747)

(3,536)

(2,164)

(565)

Net loss (earnings) attributable to non-controlling interests

134

(3,014)

(612)

(1,632)

(4,598)

Net (loss) earnings attributable to Century Casinos, Inc. shareholders

(48,002)

(19,155)

3,394

6,259

9,215

Adjusted EBITDA (6)

$

48,398

$

30,281

$

23,377

$

26,086

$

25,762

Basic (loss) earnings per share:

(Loss) earnings from operations

$

$

(0.18)

$

0.32

$

0.59

$

0.66

Net (loss) earnings attributable to Century Casinos, Inc. shareholders

$

(1.62)

$

(0.65)

$

0.12

$

0.25

$

0.38

Diluted (loss) earnings per share:

(Loss) earnings from operations

$

$

(0.18)

$

0.32

$

0.57

$

0.66

Net (loss) earnings attributable to Century Casinos, Inc. shareholders

$

(1.62)

$

(0.65)

$

0.11

$

0.24

$

0.37

Balance Sheet:

Cash and cash equivalents

$

63,413

$

54,754

$

45,575

$

74,677

$

38,837

Total assets

680,760

726,900

278,825

274,876

217,838

Long-term debt

184,550

178,963

59,523

56,713

55,609

Financing obligation

278,940

275,605

Total liabilities

553,777

554,825

95,442

87,558

79,254

Non-controlling interests

8,829

8,769

7,062

7,421

6,388

Total Century Casinos, Inc. shareholders' equity

$

118,154

$

163,306

$

183,383

$

187,318

$

132,196

Cash payments on Master Lease

$

25,021

$

3,831

$

$

$

(1)Due to temporary closures of our casinos during the first and second quarters of 2020 to comply with quarantines issued by governments to contain the spread of COVID-19, we impaired $35.1 million related to goodwill, intangible assets and our cost investment to impairment – intangible and tangible assets on our consolidated statement of (loss) earnings. We deconsolidated Century Casino Bath in May 2020 after it entered creditor’s voluntary liquidation following our permanent closure of the casino in March 2020. The deconsolidation resulted in a gain of $7.4 million recorded to general and administrative expenses on our consolidated statement of (loss) earnings. In December 2020, we sold the casino operations of CAL for CAD 10.0 million ($7.5 million based on the exchange rate in effect on August 5, 2020, the date we entered into a purchase agreement for the sale). We recorded the sale less working capital adjustments to gain on sale of casino operations on our consolidated statement of (loss) earnings.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the year ended December 31,

Amounts in thousands, except for share information

 

2017 (1)

 

2016 (2)

 

2015 (3)

 

2014

 

2013 (4)

Results of Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenue

 

$

154,069 

 

$

139,234 

 

$

133,734 

 

$

120,048 

 

$

104,588 

Earnings from operations

 

 

14,615 

 

 

16,165 

 

 

15,796 

 

 

2,657 

 

 

5,483 

Net (earnings) loss attributable to non-controlling interests

 

 

(1,632)

 

 

(4,598)

 

 

(1,471)

 

 

2,321 

 

 

106 

Net earnings attributable to Century Casinos, Inc. shareholders

 

 

6,259 

 

 

9,215 

 

 

11,520 

 

 

1,232 

 

 

6,181 

Adjusted EBITDA (5)

 

$

26,086 

 

$

25,762 

 

$

22,798 

 

$

12,850 

 

$

12,685 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

$

0.59 

 

$

0.66 

 

$

0.65 

 

$

0.11 

 

$

0.23 

Net earnings attributable to Century Casinos, Inc. shareholders

 

$

0.25 

 

$

0.38 

 

$

0.47 

 

$

0.05 

 

$

0.26 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

$

0.57 

 

$

0.66 

 

$

0.65 

 

$

0.11 

 

$

0.23 

Net earnings attributable to Century Casinos, Inc. shareholders

 

$

0.24 

 

$

0.37 

 

$

0.47 

 

$

0.05 

 

$

0.26 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

74,677 

 

$

38,837 

 

$

29,366 

 

$

24,741 

 

$

27,348 

Total assets

 

 

274,876 

 

 

217,838 

 

 

186,424 

 

 

187,112 

 

 

190,303 

Long-term debt

 

 

56,713 

 

 

55,609 

 

 

36,520 

 

 

37,894 

 

 

33,738 

Total liabilities

 

 

87,558 

 

 

79,254 

 

 

59,637 

 

 

64,686 

 

 

60,853 

Non-controlling interests

 

 

7,421 

 

 

6,388 

 

 

4,737 

 

 

3,998 

 

 

7,641 

Total Century Casinos, Inc. shareholders' equity

 

$

187,318 

 

$

132,196 

 

$

122,050 

 

$

118,428 

 

$

121,809 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

In November 2017, we completed an underwritten public offering in which we sold 4,887,500 shares of our common stock and collected proceeds from the offering of $34.4 million.

(2)

In October 2016, we began operation of Century Casino St. Albert. We also adopted Accounting Standard Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”) on a prospective basis as of December 31, 2016. As permitted by the standard, no prior periods have been restated in this report. As a result of the adoption of ASU 2015-17, we netted our deferred taxes into a long-term deferred tax asset. As of December 31, 2015, we had deferred tax liabilities of $3.6 million reported on our consolidated balance sheet.

(3)

In April 2015, we began operations of CDR’s casino and racetrack.  In June 2015, we recorded $3.4 million in net operating revenue from the $4.0 million consideration for the early termination of our Oceania and Regent concession agreements net of $0.6 million in assets sold to Norwegian as part of the termination agreement.

(4)

In April 2013, we purchased an additional 33.3% ownership interest in CPL and began consolidating CPL as a majority-owned subsidiary for which we have a controlling financial interest and we recorded a gain on business combination of $2.1 million associated with the purchase. Additionally, we recorded a gain on business combination of $0.4 million associated with the CDR acquisition in December 2013.

(5)

A reconciliation of Adjusted EBITDA to Net earnings attributable to Century Casinos, Inc. shareholders is presented below.

(2)In January 2019, we adopted Accounting Standard Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and the subsequent amendments using the alternative modified retrospective method, which did not require the restatement of prior periods. Upon adoption of ASU 2016-02 we recognized leased right-of-use (“ROU”) assets of $38.3 million and operating lease liabilities of $40.4 million in our consolidated balance sheet. In April 2019, we began operation of Century Mile Racetrack and Casino. In December 2019, we began operation of Mountaineer Casino, Racetrack & Resort, Century Casino Cape Girardeau and Century Casino Caruthersville. In December 2019, we impaired the assets related to Century Casino Bath and wrote-down $16.5 million to impairment – intangible and tangible assets on our consolidated statement of (loss) earnings.

(3)In May 2018, we began operation of Century Casino Bath.

(4)In November 2017, we completed an underwritten public offering in which we sold 4,887,500 shares of our common stock and received net proceeds from the offering of $34.4 million.

(5)In October 2016, we began operation of Century Casino St. Albert.

(6)A reconciliation of Adjusted EBITDA to net (loss) earnings attributable to Century Casinos, Inc. shareholders is presented below.

We have not declared or paid dividends in any of the years presented above.

25

31


Non-GAAP Measures – Adjusted EBITDA

We define Adjusted EBITDA as net (loss) earnings (loss) attributable to Century Casinos, Inc. shareholders before interest expense (income), net, income taxes (benefit), depreciation and amortization, non-controlling interests (earnings) lossesnet earnings (loss) and transactions, pre-opening expenses, acquisition costs, non-cash stock-based compensation charges, asset impairment costs, loss (gain) loss on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions, cost recovery income and other, gain on business combination and certain other one-time transactions. Expense related to the Master Lease is included in the interest expense (income), net line item. Intercompany transactions consisting primarily of management and royalty fees and interest, along with their related tax effects, are excluded from the presentation of net earnings (loss) attributable to Century Casinos, Inc. shareholders and Adjusted EBITDA reported for each 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”). Adjusted EBITDA is not considered a measure of performance recognized under US GAAP.

Management believes that Adjusted EBITDA is a valuable measure of the relative performance of the Company and its properties. The gaming industry commonly uses Adjusted EBITDA as a method of arriving at the economic value of a casino operation. Management uses Adjusted EBITDA to evaluate and forecast the operationaloperating performance of the Company and its properties as well as to compare results of current periods to prior periods. Management believes that presenting Adjusted EBITDA 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. Management believes that using Adjusted EBITDA is a useful way to compare the relative operating performance of separate reportingreportable segments by eliminating the above mentionedabove-mentioned items associated with the varying levels of capital expenditures for infrastructure required to generate revenue, and the often high cost of acquiring existing operations. Our computation of Adjusted EBITDA may be different from, and therefore may not be comparable to, similar measures used by other companies within the gaming industry.

The reconciliation of Adjusted EBITDA to net (loss) earnings (loss) attributable to Century Casinos, Inc. shareholders is presented below.

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2017

For the year ended December 31, 2020

 

Canada

 

United States

 

Poland

 

Corporate and Other

 

Total

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

 

$

7,681 

 

$

3,469 

 

$

1,280 

 

$

(6,171)

 

$

6,259 

Amounts in thousands

United States

Canada

Poland

Corporate and Other

Total

Net (loss) earnings attributable to Century Casinos, Inc. shareholders

$

(30,571)

$

2,551

$

(1,373)

$

(18,609)

$

(48,002)

Interest expense (income), net(1)

 

3,487 

 

 

105 

 

(25)

 

3,569 

28,357

2,047

27

12,667

43,098

Income taxes (benefit)

 

3,008 

 

2,128 

 

1,388 

 

(1,964)

 

4,560 

1,023

3,765

(518)

578

4,848

Depreciation and amortization

 

3,427 

 

2,405 

 

2,747 

 

366 

 

8,945 

17,580

5,264

3,124

566

26,534

Net earnings attributable to non-controlling interests

 

996 

 

 

636 

 

 

1,632 

Net earnings (loss) attributable to non-controlling interests

553

(687)

(134)

Non-cash stock-based compensation

 

 

 

 

669 

 

669 

(214)

(214)

(Gain) loss on foreign currency transactions, cost recovery income and other

 

(564)

 

 

(822)

 

24 

 

(1,362)

Loss on disposition of fixed assets

 

83 

 

 

535 

 

 

622 

Gain on foreign currency transactions, cost recovery income and other (2)

(6,015)

(233)

(6,897)

(13,145)

Impairment - intangible and tangible assets

30,746

3,375

1,000

35,121

Loss (gain) on disposition of fixed assets

64

(43)

4

1

26

Acquisition costs

 

28 

 

 

 

327 

 

355 

266

266

Pre-opening expenses

 

25 

 

 

537 

 

275 

 

837 

Adjusted EBITDA

 

$

18,171 

 

$

8,005 

 

$

6,406 

 

$

(6,496)

 

$

26,086 

$

47,199

$

11,497

$

344

$

(10,642)

$

48,398

32




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



For the year ended December 31, 2016



 

Canada

 

United States

 

Poland

 

Corporate and Other

 

Total

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

 

$

8,448 

 

$

2,890 

 

$

2,921 

 

$

(5,044)

 

$

9,215 

Interest expense (income), net

 

 

3,037 

 

 

 

 

71 

 

 

(22)

 

 

3,088 

Income taxes (benefit)

 

 

796 

 

 

1,815 

 

 

1,265 

 

 

(2,089)

 

 

1,787 

Depreciation and amortization

 

 

3,049 

 

 

2,488 

 

 

2,430 

 

 

382 

 

 

8,349 

Net earnings attributable to non-controlling interests

 

 

3,137 

 

 

 

 

1,461 

 

 

 

 

4,598 

Non-cash stock-based compensation

 

 

 

 

 

 

 

 

759 

 

 

759 

(Gain) loss on foreign currency transactions, cost recovery income and other

 

 

(2,232)

 

 

 

 

(310)

 

 

19 

 

 

(2,523)

Loss on disposition of fixed assets

 

 

27 

 

 

 

 

301 

 

 

 

 

330 

Acquisition costs

 

 

 

 

 

 

 

 

159 

 

 

159 

Adjusted EBITDA

 

$

16,262 

 

$

7,197 

 

$

8,139 

 

$

(5,836)

 

$

25,762 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



For the year ended December 31, 2015



 

Canada

 

United States

 

Poland

 

Corporate and Other

 

Total

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

 

$

7,432 

 

$

2,381 

 

$

2,899 

 

$

(1,192)

 

$

11,520 

Interest expense (income), net

 

 

3,160 

 

 

 

 

129 

 

 

(13)

 

 

3,277 

Income taxes (benefit)

 

 

1,929 

 

 

1,461 

 

 

1,136 

 

 

(2,872)

 

 

1,654 

Depreciation and amortization

 

 

2,472 

 

 

2,558 

 

 

2,571 

 

 

398 

 

 

7,999 

Net earnings attributable to non-controlling interests

 

 

23 

 

 

 

 

1,448 

 

 

 

 

1,471 

Non-cash stock-based compensation

 

 

 

 

 

 

 

 

1,641 

 

 

1,641 

(Gain) loss on foreign currency transactions, cost recovery income and other

 

 

(685)

 

 

 

 

(1,444)

 

 

 

 

(2,126)

Loss on disposition of fixed assets

 

 

11 

 

 

 

 

341 

 

 

30 

 

 

382 

Pre-opening expenses

 

 

345 

 

 

 

 

 

 

 

 

345 

Other one-time (income) costs

 

 

 

 

 

 

 

 

(3,365)

 

 

(3,365)

Adjusted EBITDA

 

$

14,687 

 

$

6,401 

 

$

7,080 

 

$

(5,370)

 

$

22,798 

Other one-time(1)Expense of $28.4 million related to our Master Lease is included in interest expense (income) costs, net in the United States segment. Expense of $1.5 million related to our CDR land lease is included in interest expense (income), net in the Canada segment. Cash payments related to our Master Lease and CDR land lease were $25.0 million and $1.3 million, respectively, for the year ended December 31, 2015 for Corporate and Other were attributableperiod presented.

(2)Income of $6.5 million is included in the Canada segment related to the termination of the Oceania and Regent concession agreements.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



For the year ended December 31, 2014



 

Canada

 

United States

 

Poland

 

Corporate and Other

 

Total

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

 

$

6,446 

 

$

1,283 

 

$

(112)

 

$

(6,385)

 

$

1,232 

Interest expense (income), net

 

 

2,473 

 

 

 

 

319 

 

 

(37)

 

 

2,756 

Income taxes (benefit)

 

 

1,971 

 

 

786 

 

 

25 

 

 

(1,275)

 

 

1,507 

Depreciation and amortization

 

 

1,910 

 

 

2,419 

 

 

2,839 

 

 

667 

 

 

7,835 

Net loss attributable to non-controlling interests

 

 

(2,267)

 

 

 

 

(54)

 

 

 

 

(2,321)

Non-cash stock-based compensation

 

 

 

 

 

 

 

 

1,028 

 

 

1,028 

(Gain) loss on foreign currency transactions, cost recovery income and other

 

 

(193)

 

 

 

 

(342)

 

 

18 

 

 

(517)

Loss on disposition of fixed assets

 

 

 

 

39 

 

 

587 

 

 

 

 

631 

Acquisition costs

 

 

115 

 

 

 

 

 

 

266 

 

 

381 

Other one-time (income) costs

 

 

(103)

 

 

 

 

421 

 

 

 

 

318 

Adjusted EBITDA

 

$

10,354 

 

$

4,528 

 

$

3,683 

 

$

(5,715)

 

$

12,850 

Other one-time (income) costs for the year ended December 31, 2014 for Canada were insurance proceeds and for Poland were the costs associated with relocating the Poznan casino to Hotel Andersia and the write-off of the Sosnowiec casino license.

33




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



For the year ended December 31, 2013



 

Canada

 

United States

 

Poland

 

Corporate and Other

 

Total

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

 

$

5,670 

 

$

2,229 

 

$

12 

 

$

(1,730)

 

$

6,181 

Interest expense (income), net

 

 

584 

 

 

 

 

374 

 

 

(48)

 

 

910 

Income taxes (benefit)

 

 

1,643 

 

 

1,365 

 

 

145 

 

 

(1,859)

 

 

1,294 

Depreciation and amortization

 

 

1,948 

 

 

2,225 

 

 

1,903 

 

 

523 

 

 

6,599 

Net (loss) earnings attributable to non-controlling interests

 

 

(112)

 

 

 

 

 

 

 

 

(106)

Non-cash stock-based compensation

 

 

 

 

 

 

 

 

33 

 

 

33 

(Gain) loss on foreign currency transactions, cost recovery income and other

 

 

(41)

 

 

 

 

(204)

 

 

(73)

 

 

(318)

Loss on disposition of fixed assets

 

 

 

 

24 

 

 

505 

 

 

38 

 

 

570 

Acquisition costs

 

 

 

 

 

 

 

 

49 

 

 

49 

Other one-time (income) costs

 

 

(57)

 

 

 

 

 

 

(2,478)

 

 

(2,527)

Adjusted EBITDA

 

$

9,638 

 

$

5,843 

 

$

2,749 

 

$

(5,545)

 

$

12,685 

Other one-time (income) costs for the year ended December 31, 2013 for Canada were insurance proceeds, for Poland were the impairment of long-lived assets and for Corporate and Other were the gain on bargain purchase recordedsale of the casino operations of Century Casino Calgary.

26


For the year ended December 31, 2019

Amounts in thousands

United States

Canada

Poland

Corporate and Other

Total

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

$

5,825

$

6,669

$

3,466

$

(35,115)

$

(19,155)

Interest expense (income), net (1)

1,635

5,312

197

1,085

8,229

Income taxes (benefit)

2,018

3,278

1,617

(2,739)

4,174

Depreciation and amortization

2,330

4,539

3,064

910

10,843

Net earnings (loss) attributable to non-controlling interests

1,295

1,731

(12)

3,014

Non-cash stock-based compensation

1,303

1,303

(Gain) loss on foreign currency transactions and cost recovery income

(439)

(1,096)

223

(1,312)

Impairment - intangible and tangible assets

16,486

16,486

Loss on disposition of fixed assets

17

20

413

345

795

Acquisition costs

5,366

5,366

Pre-opening expenses

538

538

Adjusted EBITDA

$

11,825

$

21,212

$

9,392

$

(12,148)

$

30,281

(1)Expense of $1.6 million related to our Master Lease is included in interest expense (income), net in the United States segment. Expense of $2.2 million related to our CDR land lease is included in interest expense (income), net in the Canada segment. Cash payments related to our Master Lease and CDR land lease were $3.8 million and $2.0 million, respectively, for the additional 33.3% ownershipperiod presented.

For the year ended December 31, 2018

Amounts in thousands

United States

Canada

Poland

Corporate and Other

Total

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

$

4,373

$

7,715

$

(153)

$

(8,541)

$

3,394

Interest expense (income), net (1)

1

3,895

206

12

4,114

Income taxes (benefit)

1,508

2,536

595

(2,722)

1,917

Depreciation and amortization

2,178

3,211

3,065

945

9,399

Net earnings (loss) attributable to non-controlling interests

722

(75)

(35)

612

Non-cash stock-based compensation

868

868

(Gain) loss on foreign currency transactions, cost recovery income and other

(235)

(428)

2

(661)

Loss on disposition of fixed assets

1

10

1,054

25

1,090

Pre-opening expenses

1,668

626

350

2,644

Adjusted EBITDA

$

8,061

$

19,522

$

4,890

$

(9,096)

$

23,377

(1)Expense of $2.1 million related to our CDR land lease is included in interest expense (income), net in CPL and the 15% ownership interest in CDR.

Non-GAAP Measures – Constant Currency

The impact of foreign exchange rates is highly variable and difficultCanada segment. Cash payments related to predict. We use a constant currency basis to show the impact from foreign exchange rates on the current period results compared to the prior period results using the prior period’s foreign exchange rates. In order to properly understand the underlying business trends and performance of the Company’s ongoing operations, management believes that investors may find it useful to consider the impact of excluding changes in foreign exchange rates from our net operating revenue, earnings from operations and net earnings (loss) attributable to Century Casinos, Inc. shareholders. Constant currency results are calculated by dividing the current year to date local currency segment results by the prior year’s average exchange rateCDR land lease were $2.1 million for the year and comparing themperiod presented.


27


For the year ended December 31, 2017

Amounts in thousands

United States

Canada

Poland

Corporate and Other

Total

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

$

3,469

$

7,681

$

1,280

$

(6,171)

$

6,259

Interest expense (income), net (1)

2

3,487

105

(25)

3,569

Income taxes (benefit)

2,128

3,008

1,388

(1,964)

4,560

Depreciation and amortization

2,405

3,427

2,747

366

8,945

Net earnings attributable to non-controlling interests

996

636

1,632

Non-cash stock-based compensation

669

669

(Gain) loss on foreign currency transactions, cost recovery income and other

(564)

(822)

24

(1,362)

Loss on disposition of fixed assets

1

83

535

3

622

Acquisition costs

28

327

355

Pre-opening expenses

25

537

275

837

Adjusted EBITDA

$

8,005

$

18,171

$

6,406

$

(6,496)

$

26,086

(1)Expense of $2.0 million related to actual U.S. dollar resultsour CDR land lease is included in interest expense (income), net in the Canada segment. Cash payments related to our CDR land lease were $1.8 million for the prior quarter or year. The current and prior year’s average exchange rates are presented in Note 2period presented.

For the year ended December 31, 2016

Amounts in thousands

United States

Canada

Poland

Corporate and Other

Total

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

$

2,890

$

8,448

$

2,921

$

(5,044)

$

9,215

Interest expense (income), net (1)

2

3,037

71

(22)

3,088

Income taxes (benefit)

1,815

796

1,265

(2,089)

1,787

Depreciation and amortization

2,488

3,049

2,430

382

8,349

Net earnings attributable to non-controlling interests

3,137

1,461

4,598

Non-cash stock-based compensation

759

759

(Gain) loss on foreign currency transactions, cost recovery income and other

(2,232)

(310)

19

(2,523)

Loss on disposition of fixed assets

2

27

301

330

Acquisition costs

159

159

Adjusted EBITDA

$

7,197

$

16,262

$

8,139

$

(5,836)

$

25,762

(1)Expense of $2.0 million related to the Consolidated Financial Statementsour CDR land lease is included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.  The constant currency results are presented below.interest expense (income), net in the Canada segment. Cash payments related to our CDR land lease were $2.0 million for the period presented.




 

 

 

 

 

 

 

 



 

For the year

 

 



 

ended December 31,

 

 



 

 

2017

 

 

2016

 

% Change

Net operating revenue as reported (GAAP)

 

$

154,069 

 

$

139,234 

 

11% 

Foreign currency impact vs. 2016

 

 

(3,936)

 

 

 

 

 

Net operating revenue constant currency (non-GAAP)

 

$

150,133 

 

$

139,234 

 

8% 



 

 

 

 

 

 

 

 

Earnings from operations (GAAP)

 

$

14,615 

 

$

16,165 

 

(10%)

Foreign currency impact vs. 2016

 

 

(289)

 

 

 

 

 

Earnings from operations (non-GAAP)

 

$

14,326 

 

$

16,165 

 

(11%)



 

 

 

 

 

 

 

 

Net earnings attributable to Century Casinos, Inc. shareholders as reported (GAAP)

 

$

6,259 

 

$

9,215 

 

(32%)

Foreign currency impact vs. 2016

 

 

(39)

 

 

 

 

 

Net earnings attributable to Century Casinos, Inc. shareholders constant currency (non-GAAP)

 

$

6,220 

 

$

9,215 

 

(33%)

28

Gains and losses on foreign currency transactions are added back to net earnings in our Adjusted EBITDA calculations. As such, there is no foreign currency impact to Adjusted EBITDA when calculating constant currency results.

34


Non-GAAP Measures – Net Debt

We define Net Debt as total long-term debt (including current portion) plus deferred financing costs minus cash and cash equivalents. Net Debt is not considered a liquidity measure recognized under US GAAP. Management believes that Net Debt is a valuable measure of our overall financial situation. Net Debt provides investors with an indication of our ability to pay off all of our long-term debt if it becomes due simultaneously. The reconciliation of Net Debt is presented below.

 

 

 

 

 

 

 

 

Amounts in thousands

 

December 31, 2017

 

December 31, 2016

December 31, 2020

December 31, 2019

Total long-term debt, including current portion

 

$

56,713 

 

$

55,609 

$

184,550

$

178,963

Deferred financing costs

 

 

258 

 

 

412 

9,261

9,998

Total principal

 

$

56,971 

 

$

56,021 

$

193,811

$

188,961

Less: cash and cash equivalents

 

$

74,677 

 

$

38,837 

Less: Cash and cash equivalents

$

63,413

$

54,754

Net Debt

 

$

(17,706)

 

$

17,184 

$

130,398

$

134,207

 

 

 

 

 

 

35


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 document. See “Disclosure“Cautionary Statement Regarding Forward-Looking Statements”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 wagering, bowling and entertainment facilities that are in most instances a part of the casinos.

We view each casino propertymarket in which we operate as a separate operating segment and each casino within those markets as a reporting unit. We aggregate all such propertiesoperating segments into three reportable segments based on the geographical locations in which our casinos operate: Canada, United States, Canada and Poland. We have additional business activities including concession agreements, management agreements, consulting agreements and certain other corporate and management operations that we report as Corporate and Other.


29


The table below provides information about the aggregation of our operating segments and reporting units into reportable segments:

Reportable Segment

Operating Segment

Canada

Century Casino & Hotel - Edmonton

Canada

Century Casino St. Albert

Canada

Century Casino Calgary

Canada

segments. The reporting units except for Century Downs Racetrack and Casino and Casino

Canada

Century Bets

Canada

Century Mile Racetrack and Casino

United States

Century Casino & Hotel - Central City

United States

Century Casino & Hotel - Cripple Creek

Poland

Casinos Poland

Corporate and Other

Cruise Ships & Other

Corporate and Other

Saw Close Casino Ltd

Corporate and Other

Corporate Other

The following operating segments are owned, operated and managed through wholly-owned subsidiaries:subsidiaries. Our ownership and operation of Century Downs Racetrack and Casino and Casinos Poland are discussed below. The real estate assets at our West Virginia and Missouri operating segments are owned by VICI PropCo.

·

Reportable Segment

The Operating Segment

Reporting Unit

United States

Colorado

Century Casino & Hotel in Edmonton, Alberta, Canada;- Central City

·

The Century Casino St. Albert in Edmonton, Alberta, Canada;

·

The Century Casino Calgary in Calgary, Alberta, Canada;

·

The Century Casino & Hotel in Central City, Colorado; and- Cripple Creek

·West Virginia

Mountaineer Casino, Racetrack & Resort

The Missouri

Century Casino Cape Girardeau

Century Casino Caruthersville

Canada

Edmonton

Century Casino & Hotel in Cripple Creek, Colorado.- Edmonton

36


We have controlling financial interests through our subsidiary CCE in the following operating segments:

·

Century Casino St. Albert

We have a 66.6% ownership interest in CPL and we consolidate CPL as a majority-owned subsidiary for which we have a controlling financial interest. Polish Airports owns the remaining 33.3% of CPL. We account for and report the 33.3% Polish Airports ownership interest as a non-controlling financial interest. CPL has been in operation since 1989 and, as of December 31, 2017, was the owner and operator of six casinos throughout Poland.

During the first half of 2018, the casino licenses for the casinos in Plock, Lodz, Krakow and Poznan have expired or are expiring, and we have submitted, or will submit, applications for casino licenses in these cities. In October 2017, we were granted new casino licenses in the Polish cities of Katowice, Bielsko-Biala and Wroclaw, which have been issued by the Polish Minister of Finance. The license awards at these locations were appealed by CPL’s competitors, and all appeals were denied. The Bielsko-Biala casino opened in January 2018. Management expects to open the Katowice and Wroclaw casinos in the second quarter of 2018.

·Century Mile Racetrack and Casino

Calgary

We have a 75% ownership interest in CDR and we consolidate CDR as a majority-owned subsidiary for which we have a controlling financial interest. We account for and report the remaining 25% ownership interest in CDR as a non-controlling financial interest. CDR operates Century Downs Racetrack and Casino a REC in Balzac, a north metropolitan area of Calgary, Alberta, Canada. CDR is the only horse racetrack in the Calgary area

Century Sports

Century Bets! Inc.

Poland

Poland

Casinos Poland

Corporate and is located less than one-mile north of the city limits of CalgaryOther

Corporate and 4.5 miles from the Calgary International Airport.Other

Cruise Ships & Other

Corporate Other

·

We have a 75% ownership interest in CBS and we consolidate CBS as a majority-owned subsidiary for which we have a controlling financial interest. Rocky Mountain Turf Club (“RMTC”) owns the remaining 25% of CBS. We account for and report the 25% ownership interest of RMTC in CBS as a non-controlling financial interest. The pari-mutuel network consists of sourcing of common pool pari-mutuel wagering content and live video to off-track betting parlors throughout southern Alberta.

The following agreements make upCentury Bets operates the operating segment Cruise Ships & Otherpari-mutuel off-track betting network in southern Alberta, Canada. Prior to August 2019, we had a 75% controlling financial interest in CBS through CRM. In August 2019, we purchased the Corporate and Other reportable segment:

·

We operate 14 ship-based casinos through concession agreements with four cruise lines.

In May 2017, we began operating the ship-based casinos onboard the Mein Schiff 6, a new 2,500 passenger cruise ship.

The Mein Schiff 1 and Mein Schiff 2 are being transferredremaining 25% non-controlling financial interest from the TUI Cruises fleet to another cruise line in April 2018 and February 2019, respectively, at which time the concession agreementsRocky Mountain Turf Club for these two vessels will end.

In July 2016, we entered into a cooperation agreement with Dynamic regarding the operations of the ship-based casino onboard Glory Sea. Both parties terminated this agreement in November 2017, and we charged the outstanding $0.3 million related to obtaining this agreement to operating costs and expenses on our consolidated statement of earnings for the year ended December 31, 2017.  We will continue to operate the ship-based casino onboard the Glory Sea; however, Dynamic will no longer market and promote the casino to VIP players.

In March 2015, we mutually agreed with Norwegian to terminate our concession agreements with Oceania and Regent, indirect subsidiaries of Norwegian, effective June 1, 2015 (the “Termination Agreement”). We transitioned operations of the eight ship-based casinos that we operated onboard Oceania and Regent vessels to Norwegian in the second quarter of 2015. As consideration for the early termination of the concession agreements, we received $4.0 million in June 2015, which we recorded on our consolidated statement of earnings under operating revenue, net of $0.6 million in assets that were sold to Norwegian as part of the Termination Agreement.

In March 2015, in connection with the Termination Agreement with Norwegian, we entered into a two-year consulting agreement with Norwegian that became effective June 1, 2015. Under the consulting agreement, we provided limited consulting services for the ship-based casinos of Oceania and Regent in exchange for receiving a consulting fee of $2.0 million payable $250,000 per quarter through May 2017.

37


·

Through our subsidiary CCE, we have a 7.5% ownership interest in MCE and we report our ownership interest using the cost method of accounting. MCE has an exclusive concession agreement with IPJC to lease slot machines and provide related services to Casino de Mendoza, a casino located in Mendoza, Argentina, and owned by the Province of Mendoza. MCE may also pursue other gaming opportunities. CCE has appointed one director to MCE’s board of directors and had a three-year option through October 2017 to purchase up to 50% of the shares of MCE, which we did not exercise. In addition, CCE and MCE have entered into a consulting service agreement pursuant to which CCE provides advice on casino matters and receives a service fee consisting of a fixed fee plus a percentage of MCE’s EBITDA.

·

We had a management agreement to direct the operation of the casino at the Hilton Aruba Caribbean Resort & Casino from which we received a monthly management fee. The management agreement ended on November 30, 2017.  We do not expect expiration of this management agreement to have a material effect on our results of operations.

Additional Projects Under Development

In September 2016, we were selected by HRA as the successful applicant to own, build and operate a horse racing facility in the Edmonton market area, which we are planning to operate as Century Mile Racetrack and Casino. In March 2017, we received approval for the Century Mile project from the AGLC. Century Mile will be a one-mile horse racetrack and a multi-level REC. The project is located on Edmonton International Airport land close to the city of Leduc, south of Edmonton. We began construction on the Century Mile project in July 2017. We estimate this project will cost approximately CAD 60.00.2 million ($47.8 million based on the exchange rate in effect as of December 31, 2017) and that it will be completed in early 2019.  We will finance the project with $25.0 million of the $34.4 million received from the common stock offering we completed in November 2017 and the balance of the Century Mile construction will be financed through new credit facilities or with available cash.

In June 2017, our subsidiary, CCE, acquired casino licenses held by Saw Close Casino Ltd. in Bath, England (the “SCCL License Acquisition”). We are planning to develop and operate a 15,000 square foot casino using the casino licenses. The casino is expected to include approximately 35 slot machines, 18 table games and 24 automated live gaming terminals. The purchase price for the license acquisition was GBP 0.6 million ($0.80.2 million based on the exchange rate in effect on August 5, 2019), resulting in CBS becoming a wholly-owned subsidiary.

On March 17, 2020, we announced that we had permanently closed CCB. CCB voluntarily surrendered its casino gaming license on April 28, 2020 and entered into a creditors voluntary liquidation on May 6, 2020. For additional information related to CCB, see Note 1, “Description of Business and Basis of Presentation,” to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.

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, as of December 31, 2017),2020, owned eight casinos throughout Poland.

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 which GBP 0.1 million ($0.1 million based on the exchange rate in effect on June 20, 2017) was paid at closing, GBP 0.2 million ($0.3 million based on the exchange rate in effect on December 22, 2017) was paid after the receipt of regulatory and governmental approvals, and GBP 0.2 million ($0.3 million based on the exchange rate in effect on December 31, 2017) will be paid after the casino opens. In addition, we assumed liabilities in the amount of GBP 0.2 million ($0.3 million based on the exchange rate in effect on December 31, 2017) that are repayable if certain performance criteria are met once the casino is in operation. Calgary, Alberta, Canada.

We also have deposited GBP 0.8 million ($1.1 million based ona concession agreement for ship-based casinos and ownership in and a consulting agreement with MCE, which are detailed further under “Corporate and Other” below.

Acquisition

On December 6, 2019, we completed the exchange rate in effect on December 31, 2017) into an escrow account to secure performance of certain obligations under the lease agreements with the landlordAcquisition of the property that will be released in connection with work performed by SCCL to fit out the casino. We estimate constructionoperations of Cape Girardeau, Caruthersville and fitting outMountaineer from Eldorado Resorts, Inc. for an aggregate purchase price of the casino will costapproximately $111.7 million, which consisted of $110.6 million at closing and an additional GBP 5.5$1.1 million ($7.4 million based on the exchange rate in effect on December 31, 2017) and that the casino will open in the second quarter of 2018, subjectworking capital adjustments. Immediately prior to the receipt of certain regulatoryAcquisition, the real estate assets underlying the Acquired Casinos were sold to VICI PropCo, and governmental approvals.

In August 2017, we announced that, together with the owner of the Hamilton Princess Hotel & Beach Club in Hamilton, Bermuda, we had submitted a license application to the Bermudan government for a casino at the Hamilton Princess Hotel & Beach Club. The casino will feature approximately 200 slot machines, 17 live table games, one or more electronic table games and a high limit area and salon privé. In September 2017, the Bermuda Casino Gaming Commission granted a provisional casino gaming license, which is subject to certain conditions and approvals including the adoption of certain rules and regulations by the Parliament of Bermuda. CCEVICI PropCo subsidiaries entered into a long-term management agreementtriple net Master Lease for the three Acquired Casino properties. See “Master Lease” in Item 2 for more information.

Additional Projects Under Development

We currently are exploring additional potential gaming projects and acquisition opportunities. Along with the ownercapital needs of the hotelpotential projects, there are various other risks which, if they materialize, could affect our ability to manage the operations of the casino and receivecomplete a management fee if the license is awarded. CCE will also provide a $5.0 million loan for the purchase of casino equipment if the license is awarded.proposed project or acquisition or could eliminate its feasibility altogether.

30

We are exploring an expansion at Century Casino & Hotel Cripple Creek to provide additional hotel rooms for our existing casino and hotel.

38


Presentation of Foreign Currency Amounts -

The average exchange rates to the U.S.US dollar used to translate balances during each reported period are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year

 

 

 

 

For the year

 

ended December 31,

 

% Change

ended December 31,

% Change

Average Rates

 

2017

 

2016

 

2015

 

2017/2016

 

2016/2015

2020

2019

2018

2020/2019

2019/2018

Canadian dollar (CAD)

 

1.2981 

 

1.3256 

 

1.2786 

 

2.1% 

 

(3.7%)

1.3412

1.3268

1.2960

(1.1%)

(2.4%)

Euros (EUR)

 

0.8871 

 

0.9041 

 

0.9014 

 

1.9% 

 

(0.3%)

0.8776

0.8934

0.8473

1.8%

(5.4%)

Polish zloty (PLN)

 

3.7764 

 

3.9455 

 

3.7706 

 

4.3% 

 

(4.6%)

3.8989

3.8378

3.6103

(1.6%)

(6.3%)

British pound (GBP)

 

0.7767 

 

0.7410 

 

0.6545 

 

(4.8%)

 

(13.2%)

0.7798

0.7836

0.7497

0.5%

(4.5%)

Source: Pacific Exchange Rate Service

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

We recognize in our statement of (loss) earnings, foreign currency transaction gains or losses resulting from the translation of casino operations and other transactions that are denominated in a currency other than U.S.US dollars. Our casinos in Canada and Poland represent a significant portion of our business, and the revenue generated and expenses incurred by these operations are generally denominated in Canadian dollars and Polish zloty. A decrease in the value of these currencies in relation to the value of the U.S.US dollar would decrease the earnings from our foreign operations when translated into U.S.US dollars. An increase in the value of these currencies in relation to the value of the U.S.US dollar would increase the earnings from our foreign operations when translated into U.S.US dollars. See Note 2 “Significant Accounting Policies - Foreign Currency” to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.

Recent Developments Related to COVID-19

In late 2019, an outbreak of COVID-19 was identified in China and has since spread throughout much of the world. The COVID-19 pandemic had an adverse effect on our 2020 results of operations and financial condition, and we expect the situation will continue to have an adverse impact on our results into 2021. The duration and impact of the COVID-19 pandemic otherwise remains uncertain. The table below provides a summary of the time periods in 2020 in which we closed our casinos, hotels and other facilities to comply with quarantines issued by governments to contain the spread of COVID-19 and the percentage of gaming floors currently open unless otherwise indicated.

Operating Segment

Closure Date

Reopen Date

Gaming Floor Open

Colorado

March 17

June 15 and June 17

82% (1)

Missouri

March 17

June 1

94%

West Virginia

March 17

June 5

85%

Edmonton

March 17

June 13

71% (2)

December 13

Currently Closed

Calgary

March 17

June 13

71% (2)

December 13

Currently Closed

Poland

March 13

May 18

69% (3)

December 29

February 12, 2021

39

(1)CRC’s slot floor is fully open. CTL’s slot floor is 71% open due to a county variance requiring every other machine to be powered off. Table games at CRC were closed from June to December 2020. Table games at CTL were closed from June to September 2020 and closed again in December 2020. When table games at CTL were open, there were restrictions on the number of gaming positions. CRC and CTL reopened table games in February 2021 with restrictions on the number of gaming positions.

(2)Percentage of the gaming floor open prior to the second closure in December 2020. Prior to the second closure in December 2020, slot floors were open with restrictions on the number of slot machines operating. Table games were open from September 2020 to November 2020 with restrictions on the number of gaming positions. 

(3)CPL’s slot floors are fully open. Table games are open with restrictions on the number of gaming positions.

Our casinos have varied their operations based on the governmental health and safety requirements in the jurisdictions in which they are located. In Colorado, each city has different gaming floor restrictions, and table games in both Cripple Creek and Central City were closed during portions of 2020 but were able to reopen in February 2021. The full slot floor is open in Cripple Creek compared to approximately 65% in Central City. For both Colorado cities, there are capacity restrictions within the casinos and alcohol sales must stop at 2:00 a.m. but the casinos are able to operate 24 hours a day, seven days per week. In Missouri, the full gaming floor is open with restrictions on gaming positions, hours of operation are reduced, and food outlets that have reopened have limited operating hours. In West Virginia, the majority of the gaming floor has reopened, the gaming floor is limited to machines that are six feet apart or with barriers, food and beverage outlets have reopened with limited hours of operation, the convention space remains closed, hours of operation are limited, there are capacity restrictions within the casino, and the hotel is

31


operating with limited rooms available. In Canada, casinos remain closed. In Poland, the slot floors are fully reopened, table games have reopened with capacity restrictions, alcohol sales are currently suspended and there are capacity restrictions within the casinos.

Temporary closures of all our facilities throughout 2020 due to COVID-19 negatively impacted results for the year ended December 31, 2020. We estimate that the closures during the first and second quarters of 2020 adversely impacted net operating revenue and Adjusted EBITDA by approximately $91.3 million and $34.3 million, respectively, and closures in December 2020 adversely impacted net operating revenue and Adjusted EBITDA by approximately $9.2 million and $1.7 million, respectively. We estimate that the net cash outflows related to operations during the time they were fully suspended were, on average, approximately $8.0 million per month. We continue to monitor our liquidity in light of the uncertainty resulting from COVID-19. We plan to continue to reduce marketing and operational expenditures where possible and to seek government subsidies in jurisdictions in which they are available and attainable. Planned capital expenditures in 2021 include approximately $8.0 million in gaming equipment, renovations to various properties and security system upgrades. Our planned capital expenditure projects in 2021 will be evaluated throughout the year and postponed to 2022 if necessary and permitted under our agreements.

In March 2020, as a proactive measure to increase our cash position and preserve financial flexibility in light of the uncertainty resulting from the COVID-19 pandemic, we borrowed $9.95 million on our revolving credit facility with Macquarie and $7.4 million on our credit facility with UniCredit Bank Austria AG (“UniCredit”). We repaid the revolving credit facility in July 2020 except for a $50,000 letter of credit that we cash collateralized. See Note 7 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report for further discussion of the Macquarie credit agreement and the UniCredit credit agreement, including discussion of a recent amendment to the Macquarie credit agreement that, among other things, waives compliance with a financial covenant under the Macquarie credit agreement.

We cannot predict the negative impacts that the failure to suppress the spread of COVID-19 will continue to have on our consumer demand, workforce, suppliers, contractors and other partners and whether future closures will be required. Such closures have had and will continue to have a material impact on us. While the severity and duration of such business impacts cannot currently be estimated, the effects of COVID-19 and the requirements of health and safety protocols are expected to continue to have a material impact on us.


32


DISCUSSION OF RESULTS

Years ended December 31, 2017,  20162020, 2019 and 20152018

Century Casinos, Inc. and Subsidiaries

For the year

ended December 31,

2020/2019

2019/2018

Amounts in thousands

2020

2019

2018

$ Change

% Change

$ Change

% Change

Gaming Revenue

$

253,281

$

176,866

$

140,301

$

76,415

43.2%

$

36,565

26.1%

Hotel Revenue

5,910

2,521

1,986

3,389

134.4%

535

26.9%

Food and Beverage Revenue

16,194

20,022

15,742

(3,828)

(19.1%)

4,280

27.2%

Other Revenue

28,883

18,818

10,909

10,065

53.5%

7,909

72.5%

Net Operating Revenue

304,268

218,227

168,938

86,041

39.4%

49,289

29.2%

Gaming Expenses

(131,563)

(92,749)

(73,328)

38,814

41.8%

19,421

26.5%

Hotel Expenses

(2,125)

(906)

(727)

1,219

134.5%

179

24.6%

Food and Beverage Expenses

(15,962)

(19,482)

(15,854)

(3,520)

(18.1%)

3,628

22.9%

General and Administrative Expenses

(99,547)

(82,980)

(60,194)

16,567

20.0%

22,786

37.9%

Depreciation and Amortization

(26,534)

(10,843)

(9,399)

15,691

144.7%

1,444

15.4%

Impairment - Intangible and Tangible Assets

(35,121)

(16,486)

18,635

113.0%

16,486

100.0%

Gain on Sale of Casino Operations

6,457

6,457

100.0%

Total Operating Costs and Expenses

(304,395)

(223,446)

(159,502)

80,949

36.2%

63,944

40.1%

(Loss) Earnings from Equity Investment

(1)

23

1

100.0%

(24)

(104.3%)

(Loss) Earnings from Operations

(127)

(5,220)

9,459

5,093

97.6%

(14,679)

(155.2%)

Income Tax Expense

(4,848)

(4,174)

(1,917)

674

16.1%

2,257

117.7%

Net Loss (Earnings) Attributable to Non-controlling Interests

134

(3,014)

(612)

(3,148)

(104.4%)

2,402

392.5%

Net (Loss) Earnings Attributable to Century Casinos, Inc. Shareholders

(48,002)

(19,155)

3,394

(28,847)

(150.6%)

(22,549)

(664.4%)

Adjusted EBITDA (1)

$

48,398

$

30,281

$

23,377

$

18,117

59.8%

$

6,904

29.5%

(Loss) Earnings Per Share Attributable to Century Casinos, Inc. Shareholders

Basic (Loss) Earnings Per Share

$

(1.62)

$

(0.65)

$

0.12

$

(0.97)

(149.2%)

$

(0.77)

(641.7%)

Diluted (Loss) Earnings Per Share

$

(1.62)

$

(0.65)

$

0.11

$

(0.97)

(149.2%)

$

(0.76)

(690.9%)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the year

 

 

 

 

 

 

 

 

 

 



 

ended December 31,

 

 

2017/2016

 

 

2016/2015

Amounts in thousands

 

 

2017

 

 

2016

 

 

2015

 

 

$ Change

 

% Change

 

 

$ Change

 

% Change

Gaming Revenue

 

$

137,871 

 

$

123,355 

 

$

116,933 

 

$

14,516 

 

11.8% 

 

$

6,422 

 

5.5% 

Hotel Revenue

 

 

1,943 

 

 

1,906 

 

 

1,681 

 

 

37 

 

1.9% 

 

 

225 

 

13.4% 

Food and Beverage Revenue

 

 

14,513 

 

 

12,500 

 

 

12,003 

 

 

2,013 

 

16.1% 

 

 

497 

 

4.1% 

Termination of Concession Agreements

 

 

 

 

 

 

3,365 

 

 

 

0.0% 

 

 

(3,365)

 

(100.0%)

Other Revenue

 

 

10,128 

 

 

10,416 

 

 

8,201 

 

 

(288)

 

(2.8%)

 

 

2,215 

 

27.0% 

Gross Revenue

 

 

164,455 

 

 

148,177 

 

 

142,183 

 

 

16,278 

 

11.0% 

 

 

5,994 

 

4.2% 

Less Promotional Allowances

 

 

(10,386)

 

 

(8,943)

 

 

(8,449)

 

 

1,443 

 

16.1% 

 

 

494 

 

5.8% 

Net Operating Revenue

 

 

154,069 

 

 

139,234 

 

 

133,734 

 

 

14,835 

 

10.7% 

 

 

5,500 

 

4.1% 

Gaming Expenses

 

 

(66,364)

 

 

(58,928)

 

 

(56,364)

 

 

7,436 

 

12.6% 

 

 

2,564 

 

4.5% 

Hotel Expenses

 

 

(660)

 

 

(541)

 

 

(561)

 

 

119 

 

22.0% 

 

 

(20)

 

(3.6%)

Food and Beverage Expenses

 

 

(12,959)

 

 

(10,945)

 

 

(10,267)

 

 

2,014 

 

18.4% 

 

 

678 

 

6.6% 

General and Administrative Expenses

 

 

(50,526)

 

 

(44,306)

 

 

(42,747)

 

 

6,220 

 

14.0% 

 

 

1,559 

 

3.6% 

Total Operating Costs and Expenses

 

 

(139,454)

 

 

(123,069)

 

 

(117,938)

 

 

16,385 

 

13.3% 

 

 

5,131 

 

4.4% 

Earnings from Operations

 

 

14,615 

 

 

16,165 

 

 

15,796 

 

 

(1,550)

 

(9.6%)

 

 

369 

 

2.3% 

Income Tax Expense

 

 

(4,560)

 

 

(1,787)

 

 

(1,654)

 

 

2,773 

 

155.2% 

 

 

133 

 

8.0% 

Net Earnings Attributable to Non-controlling Interests

 

 

(1,632)

 

 

(4,598)

 

 

(1,471)

 

 

(2,966)

 

(64.5%)

 

 

3,127 

 

212.6% 

Net Earnings Attributable to Century Casinos, Inc. Shareholders

 

 

6,259 

 

 

9,215 

 

 

11,520 

 

 

(2,956)

 

(32.1%)

 

 

(2,305)

 

(20.0%)

Adjusted EBITDA (1)

 

$

26,086 

 

$

25,762 

 

$

22,798 

 

$

324 

 

1.3% 

 

$

2,964 

 

13.0% 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share Attributable to Century Casinos, Inc. Shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Share

 

$

0.25 

 

$

0.38 

 

$

0.47 

 

$

(0.13)

 

(34.2%)

 

$

(0.09)

 

(19.1%)

Diluted Earnings Per Share

 

$

0.24 

 

$

0.37 

 

$

0.47 

 

$

(0.13)

 

(35.1%)

 

$

(0.10)

 

(21.3%)

(1)

For a discussion of Adjusted EBITDA and reconciliation of Adjusted EBITDA to net earnings (loss) attributable to Century Casinos, Inc. shareholders, see Item 6, “Selected Financial Data” of this report.

(1)For a discussion of Adjusted EBITDA and reconciliation of Adjusted EBITDA to net (loss) earnings attributable to Century Casinos, Inc. shareholders, see Item 6, “Selected Financial Data” of this report.

Factors impacting year-over-year comparability of the results include the following:

·

In March 2015, we acquired an additional 60% ownership interest in CDR through the conversion of CAD 11.0 million in loans we made to CDR. We now own 75% of CDR. The non-controlling interest in CDR was 85% through March 19, 2015 and 25% beginning as of March 20, 2015. The casino and racetrack at CDR began operating in April 2015.

CDRUnited States

We acquired the operations at MTR, CCG and CCV in the Acquisition in December 2019. MTR is reported in the West Virginia operating segment and CCG and CCV are reported in the Missouri operating segment.

West Virginia contributed $17.4a total of $90.2 million in net operating revenue and $2.1($5.9) million in net losses for the year ended December 31, 2020 and $8.7 million in net operating revenue and $0.4 million in net earnings for the year ended December 31, 2017, $16.02019, which consisted of the month of December 2019.

Missouri contributed a total of $79.6 million in net operating revenue and $3.7($31.3) million in net losses for the year ended December 31, 2020 and $7.4 million in net operating revenue and $1.0 million in net earnings for the year ended December 31, 2016 and $12.02019, which consisted of the month of December 2019.

Canada

In Edmonton, we began operating CMR in April 2019. CMR contributed a total of $14.7 million in net operating revenue and $1.5($3.9) million in net losses for the year ended December 31, 2020, $18.9 million in net operating revenue and ($2.4) million in net losses for the year ended December 31, 2019 and ($1.1) million in net losses for the year ended December 31, 2018.


33


Poland

Casino closures due to license expirations and delays in license tender awards in Poland impacted comparability of results for CPL beginning in 2017. We estimate that casino closures throughout 2018 decreased CPL’s net operating revenue by PLN 35.2 million ($9.8 million based on the average exchange rate for the year ended December 31, 2018), net income attributable to Century Casinos, Inc. shareholders by PLN 7.4 ($2.1 million based on the average exchange rate for the year ended December 31, 2018), and Adjusted EBITDA by PLN 12.0 ($3.3 million based on the average exchange rate for the year ended December 31, 2018). See the Poland discussion below for additional information.

Corporate and Other

We began operating CCB in May 2018. CCB was closed in March 2020 due to COVID-19 and CCB’s board of directors determined that CCB would enter into creditors voluntary liquidation, which occurred in May 2020. CCB was deconsolidated as a subsidiary in May 2020. We recorded a $23.7 million gain related to the deconsolidation to general and administrative expenses for the year ended December 31, 2020. Due to historical and forecast losses at CCB due to changes in the current regulatory environment for casinos in England requiring enhanced due diligence of customers, we determined that the long-lived assets, ROU operating lease asset and intangible asset were impaired and wrote-off $16.5 million to impairment – intangible and tangible assets in December 2019. CCB contributed a total of $0.5 million in net operating revenue and $23.1 million in net earnings for the year ended December 31, 2015. CDR is reported2020, primarily related to the gain on deconsolidation. CCB contributed $3.2 million in net operating revenue and ($20.0) million in net losses for the Canada reportable segment.

·

CBS began operating the southern Alberta pari-mutuel network in May 2015. We have a 75% ownership interest in CBS.

CBS contributed a total ofyear ended December 31, 2019, and $2.7 million in net operating revenue and $0.1($2.1) million in net earningslosses for the year ended December 31, 2017, $3.02018.

We incurred $5.4 million in net operating revenue and $0.2 millionacquisition costs in net earnings for2019 related to the year ended December 31, 2016 and $2.2 million in net operating revenue and $0.1 million in net earnings for the year ended December 31, 2015. CBS is reported in the Canada reportable segment.Acquisition.

·

We recorded $3.4 million in net operating revenue and net earnings for the year ended December 31, 2015 in the Corporate and Other segment, related to the $4.0 million consideration for the termination of the Oceania and Regent concession agreements net of $0.6 million of assets sold as part of the agreement. This is included in the Corporate and Other segment.

·

We began operating CSA in October 2016. CSA contributed a total of $8.8 million in net operating revenue and $1.2 million in net earnings for the year ended December 31, 2017 and $2.0 million in net operating revenue and $0.3 million in net earnings for the year ended December 31, 2016. CSA is reported in the Canada reportable segment.

40


·

We released the $2.2 million Canadian valuation allowance on CDR’s deferred tax assets, resulting in a tax benefit for the year ended December 31, 2016.

·

We released the $5.7 million U.S. valuation allowance on our U.S. deferred tax assets, resulting in a tax benefit for the year ended December 31, 2017. The tax benefit from the release of the U.S. valuation allowance was offset by increased tax expense of $5.4 million resulting from the tax law changes made in the Tax Act that became effective in the 2017 tax year, as discussed further in Taxes below.

·

Results in Poland for the year ended December 31, 2017 were negatively impacted by the expiration of several casino licenses in Poland, which resulted in the closure of the Wroclaw casino in June 2017 and the Katowice casino in July 2016. Although we have applied for and obtained some casino licenses following their expiration, including the Wroclaw and Katowice casino licenses, and will be applying for other licenses, license expirations may continue to impact results in Poland in 2018

·

In November 2017, we closed a public offering of 4,887,500 shares of our common stock. The additional shares of common stock decreased earnings per share attributable to Century Casinos Inc. shareholders by $0.01 for the year ended December 31, 2017. 

Net operating revenue increased by $14.8$86.0 million, or 10.7%39.4%, and by $5.5$49.3 million, or 4.1%29.2%, for the year ended December 31, 20172020 compared to the year ended December 31, 20162019 and for the year ended December 31, 20162019 compared to the year ended December 31, 2015,2018, respectively. Following is a breakout of net operating revenue by segment for the year ended December 31, 20172020 compared to the year ended December 31, 20162019 and for the year ended December 31, 20162019 compared to the year ended December 31, 2015.  2018.

·

Canada increased by $7.5 million, or 14.9%, and by $5.0 million, or 11.1%.

·

United States increased by $2.0 million, or 6.7%, and by $1.7 million, or 6.0%.

·

Poland increased by $4.9 million, or 8.9%, and by $2.7 million, or 5.1%.

·

Corporate Other increased by $0.4 million, or 10.4%, and decreased by ($3.9) million, or (49.6%).

United States increased by $148.3 million, or 296.7%, and by $16.5 million, or 49.3%.

Canada decreased by ($30.4) million, or (37.7%), and increased by $19.3 million, or 31.4%.

Poland decreased by ($27.6) million, or (33.7%), and increased by $13.7 million, or 20.1%.

Corporate Other decreased by ($4.3) million, or (75.1%), and by ($0.2) million, or (3.4%).

Operating costs and expenses increased by $16.4$80.9 million, or 13.3%36.2%, and by $5.1$63.9 million, or 4.4%40.1%, for the year ended December 31, 20172020 compared to the year ended December 31, 20162019 and for the year ended December 31, 20162019 compared to the year ended December 31, 2015,2018, respectively. Following is a breakout of operating costs and expenses by segment for the year ended December 31, 20172020 compared to the year ended December 31, 20162019 and for the year ended December 31, 20162019 compared to the year ended December 31, 2015.  2018.

·

Canada increased by $6.1 million, or 16.4%, and by $3.7 million, or 11.1%.

·

United States increased by $1.1 million, or 4.4%, and by $0.8 million, or 3.4%.

·

Poland increased by $7.7 million, or 15.6%, and by $1.4 million, or 3.0%.

·

Corporate Other increased by $1.5 million, or 13.1%, and decreased by ($0.9) million, or (7.1%).

Earnings from operationsUnited States increased by $159.0 million, or 392.4%, and by $12.9 million, or 46.8%.

Canada decreased by ($1.6)23.6) million, or (9.6%(36.6%), and increased by $0.4$17.8 million, or 2.3%38.1%.

Poland decreased by ($18.9) million, or (24.9%), and increased by $7.9 million, or 11.6%.

Corporate Other decreased by ($35.5) million, or (83.7%), and increased by $25.3 million, or 147.9%.

(Loss) earnings from operations increased by $5.1 million, or 97.6%, and decreased by ($14.7) million, or (155.2%), for the year ended December 31, 20172020 compared to the year ended December 31, 20162019 and for the year ended December 31, 20162019 compared to the year ended December 31, 2015,2018, respectively. Following is a breakout of (loss) earnings from operations by segment for the year ended December 31, 20172020 compared to the year ended December 31, 20162019 and for the year ended December 31, 20162019 compared to the year ended December 31, 2015.  2018.

·

Canada increased by $1.4 million, or 10.8%, and by $1.3 million, or 11.2%.

·

United States increased by $0.9 million, or 19.0%, and by $0.9 million, or 22.5%.

·

Poland decreased by ($2.8) million, or (52.2%), and increased by $1.2 million, or 29.8%.

·

Corporate Other decreased by ($1.0) million, or (14.6%), and by ($3.1) million, or (75.2%).

Net earnings decreased by ($3.0)10.7) million, or (32.1%(112.6%), and increased by $3.6 million, or 61.1%.

Canada decreased by ($6.8) million, or (42.0%), and increased by $1.5 million, or 10.1%.

Poland decreased by ($8.7) million, or (147.0%), and increased by $5.8 million, or 3979.3%.

Corporate Other increased by $31.2 million, or 85.0%, and decreased by ($25.5) million, or (227.9%).

34


Net (loss) earnings attributable to Century Casinos, Inc. shareholders decreased by ($28.8) million, or (150.6%), and by ($2.3)22.5) million, or (20.0%(664.4%), for the year ended December 31, 20172020 compared to the year ended December 31, 20162019 and for the year ended December 31, 20162019 compared to the year ended December 31, 2015,2018, respectively. Items deducted from or added to earnings from operations to arrive at net earnings include interest income, interest expense, gains (losses) on foreign currency transactions and other, income tax expense and non-controlling interests. For a discussion of these items, see “Non-Operating Income (Expense)” and “Taxes” below in this Item 7.

REPORTABLE SEGMENTS

41


Reportable Segments

The following discussion provides further detail of consolidated results by reportable segment.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

For the year

 

 

 

 

 

 

 

 

 

For the year

 

ended December 31,

 

2017/2016

 

 

2016/2015

ended December 31,

2020/2019

2019/2018

Amounts in thousands

 

 

2017

 

 

2016

 

 

2015

 

 

$ Change

 

% Change

 

 

$ Change

 

% Change

2020

2019

2018

$ Change

% Change

$ Change

% Change

Gaming

 

$

39,866 

 

$

34,009 

 

$

31,044 

 

$

5,857 

 

17.2% 

 

$

2,965 

 

9.6% 

$

168,904

$

42,285

$

27,736

$

126,619

299.4%

$

14,549

52.5%

Hotel

 

554 

 

561 

 

662 

 

 

(7)

 

(1.2%)

 

 

(101)

 

(15.3%)

5,826

2,030

1,444

3,796

187.0%

586

40.6%

Food and Beverage

 

10,017 

 

8,501 

 

8,386 

 

 

1,516 

 

17.8% 

 

 

115 

 

1.4% 

9,795

4,804

3,931

4,991

103.9%

873

22.2%

Other Revenue

 

 

8,427 

 

 

8,035 

 

 

6,158 

 

 

392 

 

4.9% 

 

 

1,877 

 

30.5% 

13,819

879

372

12,940

1472.1%

507

136.3%

Gross Revenue

 

 

58,864 

 

 

51,106 

 

 

46,250 

 

 

7,758 

 

15.2% 

 

 

4,856 

 

10.5% 

Less Promotional Allowances

 

 

(1,132)

 

 

(869)

 

 

(1,047)

 

 

263 

 

30.3% 

 

 

(178)

 

(17.0%)

Net Operating Revenue

 

 

57,732 

 

 

50,237 

 

 

45,203 

 

 

7,495 

 

14.9% 

 

 

5,034 

 

11.1% 

198,344

49,998

33,483

148,346

296.7%

16,515

49.3%

Gaming Expenses

 

 

(12,296)

 

 

(10,725)

 

 

(9,257)

 

 

1,571 

 

14.6% 

 

 

1,468 

 

15.9% 

(90,553)

(21,495)

(12,897)

69,058

321.3%

8,598

66.7%

Hotel Expenses

 

(203)

 

(185)

 

(194)

 

 

18 

 

9.7% 

 

 

(9)

 

(4.6%)

(2,056)

(690)

(522)

1,366

198.0%

168

32.2%

Food and Beverage Expenses

 

(7,981)

 

(6,790)

 

(6,445)

 

 

1,191 

 

17.5% 

 

 

345 

 

5.4% 

(8,871)

(4,772)

(3,935)

4,099

85.9%

837

21.3%

General and Administrative Expenses

 

 

(19,217)

 

 

(16,302)

 

 

(14,976)

 

 

2,915 

 

17.9% 

 

 

1,326 

 

8.9% 

(49,729)

(11,233)

(8,069)

38,496

342.7%

3,164

39.2%

Depreciation and Amortization

(17,580)

(2,330)

(2,178)

15,250

654.5%

152

7.0%

Impairment - Intangible and Tangible Assets

(30,746)

30,746

100.0%

Total Operating Costs and Expenses

 

 

(43,124)

 

 

(37,051)

 

 

(33,344)

 

 

6,073 

 

16.4% 

 

 

3,707 

 

11.1% 

(199,535)

(40,520)

(27,601)

159,015

392.4%

12,919

46.8%

Earnings from Operations

 

 

14,608 

 

 

13,186 

 

 

11,859 

 

 

1,422 

 

10.8% 

 

 

1,327 

 

11.2% 

(Loss) Earnings from Operations

(1,191)

9,478

5,882

(10,669)

(112.6%)

3,596

61.1%

Income Tax Expense

 

 

(3,008)

 

 

(796)

 

 

(1,929)

 

 

2,212 

 

277.9% 

 

 

(1,133)

 

(58.7%)

(1,023)

(2,018)

(1,508)

(995)

(49.3%)

510

33.8%

Net Earnings Attributable to Non-controlling Interests

 

 

(996)

 

 

(3,137)

 

 

(23)

 

 

(2,141)

 

(68.2%)

 

 

3,114 

 

13539.1% 

Net Earnings Attributable to Century Casinos, Inc. Shareholders

 

 

7,681 

 

 

8,448 

 

 

7,432 

 

 

(767)

 

(9.1%)

 

 

1,016 

 

13.7% 

(30,571)

5,825

4,373

(36,396)

(624.8%)

1,452

33.2%

Adjusted EBITDA

 

$

18,171 

 

$

16,262 

 

$

14,687 

 

$

1,909 

 

11.7% 

 

$

1,575 

 

10.7% 

$

47,199

$

11,825

$

8,061

$

35,374

299.1%

$

3,764

46.7%

On October

We acquired MTR in West Virginia and CCG and CCV in Missouri in the Acquisition in December 2019.

Sports wagering in Colorado became legal on May 1, 2016, our subsidiary, Century Casino St. Albert Inc., acquired 100%2020. We have partnered with sports betting operators that will conduct sports wagering under each of the issuedthree Colorado master licenses for sports wagering held by our Colorado subsidiaries. One of these mobile sports betting apps launched in July 2020. Each agreement with the sports betting operators provides for a share of net gaming revenue and outstanding sharesa minimum revenue guarantee each year.

In November 2020, Colorado voters passed a constitutional amendment to allow voters in Cripple Creek, Black Hawk and Central City to increase or remove betting limits and approve new casino games. Elected officials in all three cities approved no limits on single bets at the casinos and new games to begin May 2021. The changes are expected to encourage gamblers who might otherwise travel to destination casinos to gamble in local Colorado casinos.

In December 2020, we entered into an agreement with a gaming partner to utilize our license with the state of several entities that collectively ownedWest Virginia to operate an internet and operatedmobile interactive gaming application. The application is estimated to launch in the Apex Casinosecond quarter of 2021. The agreement provides for a share of net gaming revenue.


35


Our US operations closed due to COVID-19 on March 17, 2020 and reopened between June 1, 2020 and June 17, 2020. The results below are presented to illustrate the estimated impact of COVID-19 on net operating revenue in St. Albert, Edmonton, Canada, as well as the related real property (the “Apex Acquisition”). In October 2016, we began operating CSA.

CDR began hosting thoroughbred horse races, in addition to standardbred horse races, in September 2017. Previously, CDR conducted only standardbred horse races. The thoroughbred races have generated additional customers and increased gaming and food and beverage revenue. We released the $2.2 million Canadian valuation allowance on CDR’s deferred tax assets, resulting in a tax benefitUnited States segment for the year ended December 31, 2016.

Construction on the Century Mile project began in July 2017. We estimate that we will open Century Mile in early 2019.

In Edmonton, our competitors continue to remodel their casinos with the Palace Casino at the West Edmonton Mall undergoing rebranding and renovations in 2018. The renovations could lead to increased business at CRA and CSA during construction.

At CAL we converted one of our showrooms to an 18 hole miniature golf course. We are marketing the miniature golf course and bowling alley as an entertainment center and anticipate a new customer demographic to visit the casino as a result of these changes.

Years ended December 31, 2017 and 2016

The following discussion highlights results for the year ended December 31, 20172020 compared to the year ended December 31, 2016.  

Results in U.S. dollars were impacted by a 2.1% exchange rate increase in the average rate between the U.S. dollar and Canadian dollar for2019 as well as the year ended December 31, 20172019 compared to the year ended December 31, 2016.2018. We did not acquire the West Virginia and Missouri properties until December 2019.

Amounts in millions

Q1

Q2

Q3

Q4

YTD

Colorado

2020

6.7

2.0

10.4

9.5

28.6

2019

8.1

8.8

9.2

7.8

33.9

2018

7.7

8.5

9.4

7.9

33.5

2020/2019

(1.4)

(6.8)

1.2

1.7

(5.3)

(17.3%)

(77.3%)

13.3%

20.5%

(15.7%)

2019/2018

0.4

0.3

(0.2)

(0.1)

0.4

4.7%

3.9%

(1.7%)

(0.9%)

1.4%

West Virginia

2020

25.1

12.2

28.4

24.5

90.2

2019

8.7

8.7

Missouri

2020

21.6

9.6

23.9

24.5

79.6

2019

7.4

7.4

42


Revenue Highlights

In CAD

In U.S. dollars

At CRA, netThe results below are presented to illustrate the estimated impact of COVID-19 on operating revenue decreased by (CAD 1.1) million, or (3.9%), due to lower gaming and food and beverage revenue. Increased competition from a casino that opened in the downtown Edmonton area in 2016 contributed to the decline in gaming revenue. In addition, the decreased food and beverage revenue was due to fewer shows presented in our showroom throughout the year and lower spending per customer.

At CRA, net operating revenue decreased by ($0.4) million, or (1.7%).

At CSA, net operating revenue increased by CAD 8.7 million, or 322.9%, due to operating the casino for a full year in 2017 versus three months in 2016.

At CSA, net operating revenue increased by  $6.8 million, or 335.6%.

At CAL, net operating revenue decreased by (CAD 0.2) million, or (1.6%), due to lower gaming and food and beverage revenue and increased promotional allowances.  In the fourth quarter of 2017, we completed the addition of an 18 hole miniature golf course that, together with the 30 lane bowling alley, will create an entertainment center that we believe will attract new customers to the casino.  

At CAL, net operating revenue increased by $0.1 million, or 0.7%.

At CDR, net operating revenue increased by CAD 1.4 million, or 6.4%, due to increased gaming and food and beverage revenue. The increased revenue was due to the addition of 40 slot machines during the second quarter of 2017 and our introduction of thoroughbred racing during the fourth quarter of 2017. Thoroughbred racing attracts patrons that tend to spend more on gaming and food and beverage. 

At CDR, net operating revenue increased by $1.4 million, or 8.5%.

Operating Expense Highlights

In CAD

In U.S. dollars

At CRA, operating expenses decreased by (CAD 0.9) million, or (4.4%),  due to decreased cost of goods as a result of lower food and beverage sales; decreased marketing expenses due to fewer shows presented in the showroom; and decreased payroll costs due to labor efficiencies.  

At CRA, operating expenses decreased by ($0.3) million, or (2.3%).

At CSA, operating expenses increased by CAD 6.3 million, or 324.3%, due to operating the casino for a full year in 2017 versus three months in 2016.

At CSA, operating expenses increased by  $4.9 million, or 336.8%.

At CAL, operating expenses increased by CAD 0.5 million, or 4.9%, primarily due to increased payroll costs due in part to staffing changes in upper management and increased marketing expense related to marketing the new entertainment center.

At CAL, operating expenses increased by $0.5 million, or 7.2%.

At CDR, operating expenses increased by CAD 1.2 million, or 8.6%, due to increased payroll costs and operating expenses primarily related to operating thoroughbred racing beginning in September 2017.

At CDR, operating expenses increased by $1.2 million, or 10.9%.

43


Operating expenses related toin the Century Mile project were less than $0.1 millionUnited States segment for the year ended December 31, 2017.

We also operate the Southern Alberta pari-mutuel off-track betting network through CBS. Earnings from operations at CBS decreased by ($0.1) million, or (30.5%), for the year ended December 31, 20172020 compared to the year ended December 31, 2016. We anticipate that earnings from operations at CBS for2019 as well as the year endingended December 31, 2019 compared to the year ended December 31, 2018, will remain flat comparedexcluding depreciation and amortization expense and impairment – intangible and tangible assets.

Amounts in millions

Q1

Q2

Q3

Q4

YTD

Colorado

2020

5.9

1.7

5.7

6.1

19.4

2019

6.2

6.6

6.9

6.3

26.0

2018

6.0

6.4

6.7

6.3

25.3

2020/2019

(0.3)

(4.9)

(1.2)

(0.2)

(6.6)

(4.8%)

(74.2%)

(17.4%)

(3.3%)

(25.5%)

2019/2018

0.2

0.3

0.2

0.7

3.0%

4.0%

3.0%

0.9%

2.7%

West Virginia

2020

23.3

12.7

23.6

21.2

80.8

2019

7.4

7.4

Missouri

2020

15.5

7.3

14.2

14.1

51.1

2019

4.8

4.8

During the United States closures we suspended marketing initiatives, furloughed employees and reduced operating costs and expenses as much as possible. Additional savings related to 2017.gaming-related expenses. COVID-19 continues to impact results, and we are seeking to maintain operating cost efficiencies during 2021. We anticipate increasing our promotional offerings as needed to compete in the competitive markets in which we operate our US casinos. We plan to continue to encourage social distancing and other measures in compliance with governmental health and safety requirements.

A reconciliation of net earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion in Item 6, “Selected Financial Data” of this report.


36

Years ended December 31, 2016


Canada

For the year

ended December 31,

2020/2019

2019/2018

Amounts in thousands

2020

2019

2018

$ Change

% Change

$ Change

% Change

Gaming

$

30,319

$

49,450

$

40,470

$

(19,131)

(38.7%)

$

8,980

22.2%

Hotel

84

491

542

(407)

(82.9%)

(51)

(9.4%)

Food and Beverage

5,832

13,507

10,528

(7,675)

(56.8%)

2,979

28.3%

Other Revenue

14,005

17,202

9,821

(3,197)

(18.6%)

7,381

75.2%

Net Operating Revenue

50,240

80,650

61,361

(30,410)

(37.7%)

19,289

31.4%

Gaming Expenses

(5,583)

(13,999)

(12,105)

(8,416)

(60.1%)

1,894

15.6%

Hotel Expenses

(69)

(216)

(205)

(147)

(68.1%)

11

5.4%

Food and Beverage Expenses

(4,921)

(11,541)

(8,610)

(6,620)

(57.4%)

2,931

34.0%

General and Administrative Expenses

(28,135)

(34,240)

(22,597)

(6,105)

(17.8%)

11,643

51.5%

Depreciation and Amortization

(5,264)

(4,539)

(3,211)

725

16.0%

1,328

41.4%

Impairment - Intangible and Tangible Assets

(3,375)

3,375

100.0%

Gain on Sale of Casino Operations

6,457

6,457

100.0%

Total Operating Costs and Expenses

(40,890)

(64,535)

(46,728)

(23,645)

(36.6%)

17,807

38.1%

Earnings from Operations

9,350

16,115

14,633

(6,765)

(42.0%)

1,482

10.1%

Income Tax Expense

(3,765)

(3,278)

(2,536)

487

14.9%

742

29.3%

Net Earnings Attributable to Non-controlling Interests

(553)

(1,295)

(722)

(742)

(57.3%)

573

79.4%

Net Earnings Attributable to Century Casinos, Inc. Shareholders

2,551

6,669

7,715

(4,118)

(61.7%)

(1,046)

(13.6%)

Adjusted EBITDA

$

11,497

$

21,212

$

19,522

$

(9,715)

(45.8%)

$

1,690

8.7%

In Edmonton, construction on the Century Mile project began in July 2017. In January 2019, CMR began operating the Northern Alberta off-track betting network. The CMR casino in Edmonton opened on April 1, 2019, and 2015the first horse race was held on April 28, 2019.

The following discussion highlights results for the year ended December 31, 2016 compared to the year ended December 31, 2015. In March 2015, our subsidiary, CCE, converted CAD 11.0 million of loans it made to CDR into an additional 60% ownership interest in CDR, resulting in a 75% ownership interest in CDR. CDR began operations in April 2015 and CBS began operations in May 2015.

Results in U.S.US dollars were impacted by a 3.7%(1.1%) and (2.4%) exchange rate decreasedecreases in the average raterates between the U.S.US dollar and the Canadian dollar for the year ended December 31, 20162020 compared to the year ended December 31, 2015.

Revenue Highlights

In CAD

In U.S. dollars

At CRA, net operating revenue decreased by (CAD 0.8) million, or (2.7%), due to lower gaming2019 and food and beverage revenue. We conducted a casino remodel during the second and third quarters of 2016, which contributed to the decrease in revenue. The remodel included expanding the gaming floor, relocating the poker room, enhancing the high limit gaming area and adding a new bar to the casino. The remodel was substantially completed in November 2016. In addition, increased competition from a new casino in the downtown Edmonton area contributed to the decline in net operating revenue.

At CRA, net operating revenue decreased by ($1.4) million, or (6.3%).

At CSA, net operating revenue was CAD 2.7 million.  

At CSA, net operating revenue was $2.0 million.

At CAL, net operating revenue decreased by (CAD 0.1) million, or (0.8%), due to lower gaming and food and beverage revenue. CAL was greatly impacted by the weak Alberta economy resulting from lower oil prices. In response to the decreased gaming and food and beverage revenue, we decreased the promotional allowances offered at this location.

At CAL, net operating revenue decreased by ($0.4) million, or (4.7%).

At CDR, net operating revenue increased by CAD 5.8 million, or 37.5%, due to operating the casino for three additional months and the racetrack for approximately two additional months in 2016 compared to 2015.

At CDR, net operating revenue increased by $4.0 million, or 33.7%.

44


Operating Expense Highlights

In CAD

In U.S. dollars

At CRA, operating expenses increased by CAD 0.6 million, or 2.9%, primarily due to increased payroll costs of CAD 0.4 million from higher minimum wages in Alberta, Canada and increased marketing expenses of CAD 0.2 million.

At CRA, operating expenses decreased by ($0.1) million, or (0.8%).

At CSA, operating expenses were CAD 2.0 million.

At CSA, operating expenses were $1.5 million.

At CAL, operating expenses increased by CAD 0.2 million, or 2.1%, primarily due to increased payroll costs of CAD 0.2 million, resulting primarily from higher minimum wages in Alberta, Canada, and increased administrative expenses of CAD 0.1 million, offset by decreased marketing expenses of CAD 0.1 million.

At CAL, operating expenses decreased by ($0.1) million, or (1.5%).

At CDR, operating expenses increased by CAD 2.8 million, or 24.9%, due to operating the casino for three additional months and the racetrack for approximately two additional months in 2016 compared to 2015.

At CDR, operating expenses increased by $1.9 million, or 21.7%.

Earnings from operations at CBS increased by $0.2 million, or 188.6%, for the year ended December 31, 20162019 compared to the year ended December 31, 2015.2018, respectively.

Our Canadian operations closed due to COVID-19 on March 17, 2020 and reopened on June 13, 2020. The Canadian operations closed again on December 13, 2020 due to COVID-19. The results below are presented to illustrate the estimated impact of COVID-19 on net operating revenue in the Canada segment for the year ended December 31, 2020 compared to the year ended December 31, 2019 and the year ended December 31, 2019 compared to the year ended December 31, 2018, respectively.

Amounts in millions

Q1

Q2

Q3

Q4

YTD

Edmonton - CAD

2020

13.1

3.9

13.5

10.2

40.7

2019

11.8

18.5

17.9

16.6

64.8

2018

9.5

9.7

9.7

10.4

39.3

2020/2019

1.3

(14.6)

(4.4)

(6.4)

(24.1)

11.0%

(78.9%)

(24.6%)

(38.1%)

(37.1%)

2019/2018

2.3

8.8

8.2

6.2

25.5

24.4%

91.3%

85.4%

58.3%

64.9%

Edmonton - USD

2020

9.8

2.8

10.2

7.8

30.6

2019

8.9

13.8

13.6

12.5

48.8

2018

7.5

7.5

7.4

7.9

30.3

2020/2019

0.9

(11.0)

(3.4)

(4.7)

(18.2)

10.1%

(79.7%)

(25.2%)

(37.6%)

(37.3%)

2019/2018

1.4

6.3

6.2

4.6

18.5

18.5%

84.7%

83.5%

58.6%

61.2%


37


Amounts in millions

Q1

Q2

Q3

Q4

YTD

Calgary - CAD

2020

8.5

2.6

8.6

6.4

26.1

2019

9.9

10.9

11.2

10.2

42.2

2018

9.1

10.1

10.8

10.3

40.3

2020/2019

(1.4)

(8.3)

(2.6)

(3.8)

(16.1)

(14.1%)

(76.1%)

(23.6%)

(36.8%)

(38.2%)

2019/2018

0.8

0.8

0.4

(0.1)

1.9

8.7%

7.7%

3.7%

(0.4%)

4.8%

Calgary - USD

2020

6.4

1.9

6.4

4.9

19.6

2019

7.4

8.2

8.5

7.7

31.8

2018

7.2

7.8

8.3

7.8

31.1

2020/2019

(1.0)

(6.3)

(2.1)

(2.8)

(12.2)

(13.5%)

(76.8%)

(24.3%)

(36.3%)

(38.3%)

2019/2018

0.2

0.3

0.2

0.7

3.4%

4.0%

2.5%

(0.3%)

2.4%

The results below are presented to illustrate the estimated impact of COVID-19 on operating expenses in the Canada segment for the year ended December 31, 2020 compared to the year ended December 31, 2019 and the year ended December 31, 2019 compared to the year ended December 31, 2018, respectively, excluding depreciation and amortization expense, impairment – intangible and tangible assets and gain on sale of casino operations.

Amounts in millions

Q1

Q2

Q3

Q4

YTD

Edmonton - CAD

2020

11.6

4.1

10.3

7.8

33.8

2019

9.6

14.5

14.4

12.7

51.2

2018

6.8

7.0

7.0

7.5

28.2

2020/2019

2.0

(10.4)

(4.1)

(4.9)

(17.4)

20.8%

(71.7%)

(28.5%)

(38.6%)

(33.9%)

2019/2018

2.9

7.5

7.4

5.2

23.0

42.3%

107.6%

106.1%

69.5%

81.4%

Edmonton - USD

2020

8.7

2.9

7.8

6.0

25.3

2019

7.3

10.8

10.9

9.6

38.6

2018

5.4

5.4

5.3

5.7

21.8

2020/2019

1.4

(7.9)

(3.1)

(3.7)

(13.3)

19.2%

(73.1%)

(28.4%)

(38.2%)

(34.5%)

2019/2018

1.9

5.4

5.5

4.0

16.8

35.4%

100.3%

103.9%

69.8%

77.3%


38


Amounts in millions

Q1

Q2

Q3

Q4

YTD

Calgary - CAD

2020

6.0

2.5

5.8

3.6

17.9

2019

6.1

7.0

8.3

7.0

28.4

2018

6.2

6.9

7.8

7.3

28.2

2020/2019

(0.1)

(4.5)

(2.5)

(3.4)

(10.5)

(1.6%)

(64.3%)

(30.1%)

(47.8%)

(36.8%)

2019/2018

(0.1)

0.1

0.5

(0.3)

0.2

(2.2%)

1.3%

7.3%

(4.6%)

0.6%

Calgary - USD

2020

4.5

1.8

4.4

2.7

13.4

2019

4.6

5.2

6.3

5.3

21.4

2018

4.9

5.3

6.0

5.5

21.9

2020/2019

(0.1)

(3.4)

(1.9)

(2.6)

(8.0)

(2.2%)

(65.4%)

(30.2%)

(47.7%)

(37.3%)

2019/2018

(0.3)

(0.1)

0.3

(0.3)

(0.4)

(7.1%)

(2.3%)

6.1%

(4.6%)

(1.6%)

Net operating revenue during the year ended December 31, 2020 compared to the year ended December 31, 2019 was impacted negatively by closures due to COVID-19. Following the March 2020 closures, table games were reopened in mid-September 2020 and closed again in November 2020. Our casinos in Canada were operating with approximately 71% of the slot floor open prior to the second closures in December 2020. Attendance restrictions for racing and closures of our showroom in Edmonton also negatively impacted food and beverage revenue in 2020. We do not expect the Edmonton showroom to reopen until at least the third quarter of 2021. In addition, we sold the casino operations of CAL in December 2020, which will impact comparability of the Calgary operating segment in 2021.

Net operating revenue during the year ended December 31, 2019 compared to the year ended December 31, 2018 was impacted in the Edmonton operating segment primarily due to opening CMR in April 2019 and in the Calgary operating segment due to a casino expansion that added 70 slot machines to CDR’s gaming floor in November 2019.

Operating expenses during the year ended December 31, 2020 compared to the year ended December 31, 2019 were impacted by COVID-19. We received wage subsidies provided by the Canadian government through the Canada Emergency Wage Subsidy that was enacted in April 2020 as a result of COVID-19 to help employers offset a portion of their employee wages for a limited period. The qualified government wage subsidies reduced operating expenses by CAD 7.4 million ($5.5 million based on the average exchange rate for the year ended December 31, 2020). In addition, we sold the casino operations of CAL in December 2020. The gain on sale of the casino operations reduced operating expenses in the Calgary operating segment by $6.5 million, and the sale of the casino operations will reduce operating expenses in the Calgary operating segment going forward.

Operating expenses in the Edmonton operating segment during the year ended December 31, 2019 compared to the year ended December 31, 2018 were impacted by the opening of CMR in April 2019.

During the Canadian closures we suspended marketing initiatives, furloughed employees and reduced operating costs and expenses as much as possible. Because COVID-19 continues to impact results, we are continuing to focus on managing costs. We continue to look for synergies between our Canadian properties including prizes that are available to guests at all locations instead of at individual casinos only. We expect payroll costs will begin to trend higher as it is expected that table games will reopen when the casinos reopen, and government wage subsidies are not forecast to continue once operations resume in 2021. We plan to continue to update our properties with enhancements to encourage social distancing and other measures to allow us to reopen additional gaming space and other facilities that currently are closed due to COVID-19 restrictions.

A reconciliation of net earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion in Item 6, “Selected Financial Data” of this report.


4539


Poland

For the year

ended December 31,

2020/2019

2019/2018

Amounts in thousands

2020

2019

2018

$ Change

% Change

$ Change

% Change

Gaming

$

53,228

$

80,829

$

67,289

$

(27,601)

(34.1%)

$

13,540

20.1%

Food and Beverage

462

912

782

(450)

(49.3%)

130

16.6%

Other Revenue

581

153

138

428

279.7%

15

10.9%

Net Operating Revenue

54,271

81,894

68,209

(27,623)

(33.7%)

13,685

20.1%

Gaming Expenses

(34,700)

(53,111)

(44,632)

(18,411)

(34.7%)

8,479

19.0%

Food and Beverage Expenses

(2,037)

(2,237)

(2,714)

(200)

(8.9%)

(477)

(17.6%)

General and Administrative Expenses

(17,193)

(17,567)

(17,653)

(374)

(2.1%)

(86)

(0.5%)

Depreciation and Amortization

(3,124)

(3,064)

(3,065)

60

2.0%

(1)

Total Operating Costs and Expenses

(57,054)

(75,979)

(68,064)

(18,925)

(24.9%)

7,915

11.6%

(Loss) Earnings from Operations

(2,783)

5,915

145

(8,698)

(147.0%)

5,770

3979.3%

Income Tax Benefit (Expense)

518

(1,617)

(595)

(2,135)

(132.0%)

1,022

171.8%

Net Loss (Earnings) Attributable to Non-controlling Interests

687

(1,731)

75

(2,418)

(139.7%)

1,806

2408.0%

Net (Loss) Earnings Attributable to Century Casinos, Inc. Shareholders

(1,373)

3,466

(153)

(4,839)

(139.6%)

3,619

2365.4%

Adjusted EBITDA

$

344

$

9,392

$

4,890

$

(9,048)

(96.3%)

$

4,502

92.1%

In Poland, casino gaming licenses are granted for a term of six years. These licenses are not renewable. Before a gaming license expires, there is a public notification of the available license and any gaming company can apply for a new license for that city. The casino at the LIM Center in Warsaw reopened in August 2019. We expanded the gaming floor at the Marriott Hotel and added an additional six table games in May 2019.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the year

 

 

 

 

 

 

 

 

 

 



 

ended December 31,

 

 

2017/2016

 

 

2016/2015

Amounts in thousands

 

 

2017

 

 

2016

 

 

2015

 

 

$ Change

 

% Change

 

 

$ Change

 

% Change

Gaming

 

$

34,610 

 

$

32,398 

 

$

31,038 

 

$

2,212 

 

6.8% 

 

$

1,360 

 

4.4% 

Hotel

 

 

1,389 

 

 

1,345 

 

 

1,019 

 

 

44 

 

3.3% 

 

 

326 

 

32.0% 

Food and Beverage

 

 

3,782 

 

 

3,397 

 

 

3,070 

 

 

385 

 

11.3% 

 

 

327 

 

10.7% 

Other Revenue

 

 

334 

 

 

352 

 

 

346 

 

 

(18)

 

(5.1%)

 

 

 

1.7% 

Gross Revenue

 

 

40,115 

 

 

37,492 

 

 

35,473 

 

 

2,623 

 

7.0% 

 

 

2,019 

 

5.7% 

Less Promotional Allowances

 

 

(7,961)

 

 

(7,357)

 

 

(7,035)

 

 

604 

 

8.2% 

 

 

322 

 

4.6% 

Net Operating Revenue

 

 

32,154 

 

 

30,135 

 

 

28,438 

 

 

2,019 

 

6.7% 

 

 

1,697 

 

6.0% 

Gaming Expenses

 

 

(13,273)

 

 

(12,723)

 

 

(12,363)

 

 

550 

 

4.3% 

 

 

360 

 

2.9% 

Hotel Expenses

 

 

(457)

 

 

(356)

 

 

(367)

 

 

101 

 

28.4% 

 

 

(11)

 

(3.0%)

Food and Beverage Expenses

 

 

(2,810)

 

 

(2,463)

 

 

(2,338)

 

 

347 

 

14.1% 

 

 

125 

 

5.3% 

General and Administrative Expenses

 

 

(7,610)

 

 

(7,398)

 

 

(6,969)

 

 

212 

 

2.9% 

 

 

429 

 

6.2% 

Total Operating Costs and Expenses

 

 

(26,555)

 

 

(25,428)

 

 

(24,595)

 

 

1,127 

 

4.4% 

 

 

833 

 

3.4% 

Earnings from Operations

 

 

5,599 

 

 

4,707 

 

 

3,843 

 

 

892 

 

19.0% 

 

 

864 

 

22.5% 

Income Tax Expense

 

 

(2,128)

 

 

(1,815)

 

 

(1,461)

 

 

313 

 

17.2% 

 

 

354 

 

24.2% 

Net Earnings Attributable to Century Casinos, Inc. Shareholders

 

 

3,469 

 

 

2,890 

 

 

2,381 

 

 

579 

 

20.0% 

 

 

509 

 

21.4% 

Adjusted EBITDA

 

$

8,005 

 

$

7,197 

 

$

6,401 

 

$

808 

 

11.2% 

 

$

796 

 

12.4% 

We continue to see growth at our Colorado propertiesDelays by the Polish government in awarding licenses following their expiration resulted in several casinos closing throughout Poland, lost gaming tax revenue for the government and anticipate slow growth in these markets inadditional costs and expenses for the coming years. In Central City,casino operators, including CPL, during the Reserve has been upgraded and rebranded as the Grand Z. We anticipate that this may negatively impact CTL’s market share and results of operations during 2018. We are exploring an expansion at CRC to provide additional hotel rooms for our existing casino and hotel. We estimate that this project, if undertaken, will cost approximately $6.5 million.

Yearsyear ended December 31, 2017 and 2016

The following discussion highlights2018. CPL’s results were significantly impacted for the year ended December 31, 20172018 compared to the year ended December 31, 2016.  

Market Share Highlights

Market share is calculated by dividing our property’s AGP into the market’s AGP for the same time period, as reported2019 by the Colorado Division of Gaming.

·

The Central City market increased by 3.2% and CTL’s share of the Central City market was 29.3%, an increase of 4.3% compared to the year ended December 31, 2016.

·

The Cripple Creek market increased by 2.5% and CRC’s share of the Cripple Creek market was 10.1%, an increase of 2.0% compared to the year ended December 31, 2016.

Revenue Highlights

·

At CTL, net operating revenue increased by $1.2 million, or 6.9%, primarily due to increased gaming and food and beverage revenue, offset by increased promotional allowances. CTL has had continued success in attracting more VIP players to the casino, which contributed to the increased net operating revenue.

·

At CRC, net operating revenue increased by $0.8 million, or 6.4%, primarily due to increased gaming and decreased promotional allowances.

Operating Expense Highlights

·

At CTL, operating expenses increased by $1.0 million, or 6.6%, due to increased gaming-related expenses, increased payrolladditional costs and increased cost of goods sold related to increased food and beverage sales. These increases were offset by a decrease in advertising expenses.

·

At CRC, operating expenses increased by $0.1 million, or 1.1%, primarily due to increased payroll costs.

46


A reconciliation of net earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion in Item 6, “Selected Financial Data” of this report.

Years ended December 31, 2016 and 2015

The following discussion highlights results for the year ended December 31, 2016 compared to the year ended December 31, 2015.  

Market Share Highlights

Market share is calculated by dividing our property’s AGP into the market’s AGP for the same time period.

·

The Central City market increased by 6.4% and CTL’s share of the Central City market was 28.2%, an increase of 0.5% compared to the year ended December 31, 2015.

·

The Cripple Creek market increased by 2.6% and CRC’s share of the Cripple Creek market was 9.9%, remaining constant compared to the year ended December 31, 2015.

Revenue Highlights

·

At CTL, net operating revenue increased by $1.4 million, or 8.5%, primarily due to increased gaming and food and beverage revenue. CTL has been successful in attracting more VIP players to the casino, which contributed to the increased net operating revenue.

·

At CRC, net operating revenue increased by $0.3 million, or 2.5%, primarily due to increased gaming and hotel revenue offset by increased promotional allowances. Online hotel bookings contributed to increased hotel revenue.

Operating Expense Highlights

·

At CTL, operating expenses increased by $0.7 million, or 4.8%, due to increased gaming-related expenses of $0.4 million and increased payroll costs of $0.1 million.

·

At CRC, operating expenses increased by $0.1 million, or 1.3%, primarily due to increased payroll costs.

A reconciliation of net earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion in Item 6, “Selected Financial Data” of this report.

47




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Poland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the year

 

 

 

 

 

 

 

 

 

 



 

ended December 31,

 

 

2017/2016

 

 

2016/2015

Amounts in thousands

 

 

2017

 

 

2016

 

 

2015

 

 

$ Change

 

% Change

 

 

$ Change

 

% Change

Gaming

 

$

60,180 

 

$

54,791 

 

$

51,673 

 

$

5,389 

 

9.8% 

 

$

3,118 

 

6.0% 

Food and Beverage

 

 

714 

 

 

602 

 

 

547 

 

 

112 

 

18.6% 

 

 

55 

 

10.1% 

Other Revenue

 

 

158 

 

 

214 

 

 

347 

 

 

(56)

 

(26.2%)

 

 

(133)

 

(38.3%)

Gross Revenue

 

 

61,052 

 

 

55,607 

 

 

52,567 

 

 

5,445 

 

9.8% 

 

 

3,040 

 

5.8% 

Less Promotional Allowances

 

 

(1,256)

 

 

(717)

 

 

(359)

 

 

539 

 

75.2% 

 

 

358 

 

99.7% 

Net Operating Revenue

 

 

59,796 

 

 

54,890 

 

 

52,208 

 

 

4,906 

 

8.9% 

 

 

2,682 

 

5.1% 

Gaming Expenses

 

 

(38,308)

 

 

(33,582)

 

 

(32,090)

 

 

4,726 

 

14.1% 

 

 

1,492 

 

4.6% 

Food and Beverage Expenses

 

 

(2,168)

 

 

(1,692)

 

 

(1,484)

 

 

476 

 

28.1% 

 

 

208 

 

14.0% 

General and Administrative Expenses

 

 

(13,986)

 

 

(11,778)

 

 

(11,895)

 

 

2,208 

 

18.7% 

 

 

(117)

 

(1.0%)

Total Operating Costs and Expenses

 

 

(57,209)

 

 

(49,482)

 

 

(48,040)

 

 

7,727 

 

15.6% 

 

 

1,442 

 

3.0% 

Earnings from Operations

 

 

2,587 

 

 

5,408 

 

 

4,168 

 

 

(2,821)

 

(52.2%)

 

 

1,240 

 

29.8% 

Income Tax Expense

 

 

(1,388)

 

 

(1,265)

 

 

(1,136)

 

 

123 

 

9.7% 

 

 

129 

 

11.4% 

Net Earnings Attributable to Non-controlling Interests

 

 

(636)

 

 

(1,461)

 

 

(1,448)

 

 

(825)

 

(56.5%)

 

 

13 

 

0.9% 

Net Earnings Attributable to Century Casinos, Inc. Shareholders

 

 

1,280 

 

 

2,921 

 

 

2,899 

 

 

(1,641)

 

(56.2%)

 

 

22 

 

0.8% 

Adjusted EBITDA

 

$

6,406 

 

$

8,139 

 

$

7,080 

 

$

(1,733)

 

(21.3%)

 

$

1,059 

 

15.0% 

In June 2017, we opened the 17,000 square foot casino at the Hilton Warsaw Hotel and Convention Centre in Warsaw, Polandexpenses associated with 70 slot machines, 24 table games and a bar and lounge area. The Hilton Warsaw Hotel is utilizing the casino license that was used at the LIM Center casino in Warsaw, which had a 3,000 square foot casino and was closed in May 2017. As a result of the closure of the LIM Center casino, we impaired PLN 0.5 million ($0.1 million) in leasehold improvements that are included in general and administrative expenses in our consolidated statementseveral of earnings for the year ended December 31, 2017.

In June 2017, the casino license at our Wroclaw casino expired. In October 2017, we were awarded a  casino license for Wroclaw as well as the Polish cities of Katowice and Bielsko-Biala. The license awards were appealed by our competitors, and all appeals have been denied by the Polish Minister of Finance. We opened the Bielsko-Biala casino with 50 slot machines and 5 live table games in January 2018. We expect to open the Katowice and Wroclawits casinos in the second quarter of 2018 with 62 slot machines and 14 live table games and 70 slot machines and 18 live table games, respectively.  

Effective April 2017, the Polish gaming laws permit online gaming and slot arcades operated through a state run company. We expect online gaming and the slot arcades to begin operating in 2018. Once they begin operation, these changes could increase competition and adversely affect our results of operations in the future. In addition, pursuant to changes to the Polish income tax laws enacted by the Polish Parliament in late 2017 and effective in January 2018, casino patrons winning over PLN 2,280 in a single casino visit are subject to personal income tax on their winnings. Increased taxation on winnings could adversely affect our casino patronage and our results of operations in the future.

The casino licenses for the casinos in Plock, Lodz and Krakow expire in the first quarter of 2018, and the license for the casino in Poznan will expire in the second quarter of 2018.  CPL has submitted or will submit applications for casino licenses in these cities. If any of the licenses are awarded, CPL plans to operate the casinos at their existing locations and management believes that there may be a period of three to six months that the casinos are not operating while the license tender process is ongoing. Management believes that the revenue that may be lost during this time period will be partially offset by revenue generated from the new casinos in Bielsko-Biala, Katowice and Wroclaw as well as the operation of the casino at the Hilton Warsaw Hotel for the full year of 2018. The casinos operated bynext license expiration for a CPL casino occurs in Plock, Lodz, Krakow and Poznan had net operating revenue of $15.6 million and earnings from operations of $0.7 million for the year ended December 31, 2017.September 2022.

48


Years ended December 31, 2017 and 2016

The following discussion highlights results for the year ended December 31, 2017 compared to the year ended December 31, 2016.

Results in U.S.US dollars were impacted by a 4.3%(1.6%) and (6.3%) exchange rate increasedecreases in the average raterates between the U.S.US dollar and the Polish zloty for the year ended December 31, 20172020 compared to the year ended December 31, 2016.2019 and the year ended December 31, 2019 compared to the year ended December 31, 2018, respectively.

Revenue HighlightsThe casinos in Poland closed due to COVID-19 on March 13, 2020 and reopened on May 18, 2020. The Poland casinos closed again in December 2020 and reopened in February 2021. The results below are presented to illustrate the estimated impact of COVID-19 on net operating revenue in the Poland segment for the year ended December 31, 2020 compared to the year ended December 31, 2019 and the year ended December 31, 2019 compared to the year ended December 31, 2018, respectively.

In PLN

In U.S. dollars

Net operating revenue increased by PLN 9.0 million, or 4.1%, due to increased gaming revenue offset by increased promotional allowances. Revenue increased at all locations in Poland. However, the increases were offset by decreased revenue at our closed casino locations in Wroclaw, Katowice, Sosnowiec and the LIM Center in Warsaw. Our casinos in Warsaw continued to generate the majority of revenue for CPL. In 2017, the table hold percentage, which represents the percentage of PLN bet that we retained, decreased 24%, primarily related to fourth quarter table game results at our Warsaw casinos, which we do not expect to continue in 2018.

Net operating revenue increased by $4.9 million, or 8.9%.

Amounts in millions

Q1

Q2

Q3

Q4

YTD

PLN

2020

66.6

29.6

62.1

51.0

209.3

2019

74.8

76.6

79.0

83.9

314.3

2018

59.1

52.2

61.9

73.5

246.7

2020/2019

(8.2)

(47.0)

(16.9)

(32.9)

(105.0)

(11.0%)

(61.4%)

(21.4%)

(39.1%)

(33.4%)

2019/2018

15.7

24.4

17.1

10.4

67.6

26.6%

46.8%

27.6%

14.1%

27.4%

USD

2020

17.1

7.4

16.3

13.5

54.3

2019

19.8

20.1

20.3

21.7

81.9

2018

17.4

14.6

16.7

19.5

68.2

2020/2019

(2.7)

(12.7)

(4.0)

(8.2)

(27.6)

(13.6%)

(63.2%)

(19.7%)

(38.1%)

(33.7%)

2019/2018

2.4

5.5

3.6

2.2

13.7

13.6%

38.0%

21.6%

11.6%

20.1%

40


The results below are presented to illustrate the estimated impact of COVID-19 on operating expenses in the Poland segment for the year ended December 31, 2020 compared to the year ended December 31, 2019 and the year ended December 31, 2019 compared to the year ended December 31, 2018, respectively, excluding depreciation and amortization expense and impairment – intangible and tangible assets.

Amounts in millions

Q1

Q2

Q3

Q4

YTD

PLN

2020

62.5

35.9

58.3

51.9

208.6

2019

65.5

69.0

69.8

73.3

277.6

2018

53.4

54.6

59.2

67.9

235.1

2020/2019

(3.0)

(33.1)

(11.5)

(21.4)

(69.0)

(4.6%)

(48.0%)

(16.5%)

(29.2%)

(24.8%)

2019/2018

12.1

14.4

10.6

5.4

42.5

22.7%

26.3%

17.8%

8.0%

18.1%

USD

2020

16.0

8.9

15.3

13.8

53.9

2019

17.3

18.1

18.0

19.6

72.9

2018

15.7

15.2

16.0

18.0

65.0

2020/2019

(1.3)

(9.2)

(2.7)

(5.8)

(19.0)

(7.5%)

(50.8%)

(15.0%)

(29.4%)

(26.0%)

2019/2018

1.6

2.8

2.0

1.5

7.9

10.2%

18.5%

12.2%

8.5%

12.2%

The net operating revenue decreases during 2020 relate primarily to temporary casino closures and reduced tourism in Warsaw.

The net operating revenue increases for the year ended December 31, 2019 compared to the year ended December 31, 2018 were impacted by the following changes resulting from delays in issuing licenses.

The casino at the Dwor Kosciuszko Hotel in Krakow operated four additional months during 2019.

The casino at the Manufaktura Entertainment Complex in Lodz operated six additional months during 2019.

The casino at the HP Park Plaza Hotel in Wroclaw operated three additional months during 2019.

The casino at the Park Inn by Radisson in Katowice operated four additional months during 2019.

The casino at the LIM Center in Warsaw reopened in August 2019. The casino did not operate in 2018.

The casinos at the Hotel Andersia in Poznan and the Hotel Plock in Plock were closed in April 2018 and February 2018, respectively.

All other casinos were operational for the full year ended December 31, 2019 and 2018.

We expanded the gaming floor at the Marriott Hotel and added an additional six table games in May 2019.

During the closures of our Poland casinos, we reduced operating costs and expenses as much as possible. Operating Expense Highlightscosts and expenses in the Poland segment continued to be lower during the year ended December 31, 2020 compared to the year ended December 31, 2019 because of lower payroll and marketing expenditures as well as lower gaming related expenses corresponding to decreased gaming revenue. COVID-19 continues to impact results, and we continue to focus on analyzing staffing needs to match customer volumes to continue to manage our costs.

Operating expenses increases for the year ended December 31, 2019 compared to the year ended December 31, 2018 were impacted by increased expenses related to additional months of operations in 2019 compared to 2018 as detailed above. Additional expense related to the disposal of assets at the Poznan and Plock casinos for the year ended December 31, 2018.

We currently operate three casinos in Warsaw. There is proposed legislation to split the Warsaw voivodship (or province), which could limit the number of casino licenses available in Warsaw in the future. If the legislation is passed, it is expected that as licenses in Warsaw expire a new tender would not be offered until the maximum number of licenses available is reached. Any change to the number of licenses available in a city could have a negative impact on results if we are unable to obtain new casino licenses.

We were in preliminary discussions with Totalizator Sportowy, Poland’s state-run gambling operator, regarding a potential sale of our interests in Casinos Poland; however, the discussions have been suspended and may not resume.

41

In PLN

In U.S. dollars

Operating expenses increased by PLN 19.8 million, or 10.1%, primarily due to increased gaming related expenses of PLN 3.1 million, payroll costs of PLN 10.1 million and increased marketing expenses of PLN 1.5 million. In addition, we had a PLN 0.5 million impairment on leasehold improvements at the LIM Center casino. Payroll costs increased as the result of salary increases and additional payroll expenses related to increased staff required to operate the casino at the Hilton Warsaw Hotel.

Operating expenses increased by $7.7 million, or 15.6%.


A reconciliation of net earnings (loss) attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion in Item 6, “Selected Financial Data” of this report.

Years ended December 31, 2016 and 2015

Corporate and Other

For the year

ended December 31,

2020/2019

2019/2018

Amounts in thousands

2020

2019

2018

$ Change

% Change

$ Change

% Change

Gaming

$

830

$

4,302

$

4,806

$

(3,472)

(80.7%)

$

(504)

(10.5%)

Food and Beverage Revenue

105

799

501

(694)

(86.9%)

298

59.5%

Other Revenue

478

584

578

(106)

(18.2%)

6

1.0%

Net Operating Revenue

1,413

5,685

5,885

(4,272)

(75.1%)

(200)

(3.4%)

Gaming Expenses

(727)

(4,144)

(3,694)

(3,417)

(82.5%)

450

12.2%

Food and Beverage Expenses

(133)

(932)

(595)

(799)

(85.7%)

337

56.6%

General and Administrative Expenses

(4,490)

(19,940)

(11,875)

(15,450)

(77.5%)

8,065

67.9%

Depreciation and Amortization

(566)

(910)

(945)

(344)

(37.8%)

(35)

(3.7%)

Impairment - Intangible and Tangible Assets

(1,000)

(16,486)

(15,486)

(93.9%)

16,486

100.0%

Total Operating Costs and Expenses

(6,916)

(42,412)

(17,109)

(35,496)

(83.7%)

25,303

147.9%

(Loss) Earnings from Equity Investment

(1)

23

1

100.0%

(24)

(104.3%)

Losses from Operations

(5,503)

(36,728)

(11,201)

31,225

85.0%

(25,527)

(227.9%)

Income Tax (Expense) Benefit

(578)

2,739

2,722

(3,317)

(121.1%)

17

0.6%

Net Loss Attributable to Non-controlling Interests

12

35

(12)

(100.0%)

(23)

(65.7%)

Net Loss Attributable to Century Casinos, Inc. Shareholders

(18,609)

(35,115)

(8,541)

16,506

47.0%

(26,574)

(311.1%)

Adjusted EBITDA

$

(10,642)

$

(12,148)

$

(9,096)

$

1,506

12.4%

$

(3,052)

(33.6%)

The following discussion highlights resultsoperations and agreements make up the reporting unit Cruise Ships & Other in the Corporate and Other reportable segment:

The casino at CCB opened in May 2018. CCB was permanently closed in March 2020 due to COVID-19 and CCB’s board of directors determined that CCB would enter into creditors voluntary liquidation, which occurred in May 2020. CCB was deconsolidated as a subsidiary in May 2020. We recorded a $23.7 million gain related to the deconsolidation to general and administrative expenses for the year ended December 31, 20162020. Due to historical and forecast losses at CCB from changes in the current regulatory environment for casinos in England requiring enhanced due diligence of customers, we determined that the long-lived assets, ROU operating lease asset and intangible asset at CCB were impaired and wrote-off $16.5 million to impairment – intangible and tangible assets in December 2019. For additional information related to CCB, see Note 1, “Description of Business and Basis of Presentation,” to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.

As of December 31, 2020, we had a concession agreement with TUI Cruises for four ship-based casinos, none of which was operating. The agreement ends in June 2022.

We have decreased our operation of ship-based casinos on cruise ships over the past few years, and mutually agreed with cruise lines with which we had concession agreements not to extend certain agreements at their termination dates. The following is a summary of concession agreements that ended between 2018 and 2020.

Cruise Ship

Month of Contract Expiration

Mein Schiff 1

April 2018

Marella Discovery

October 2018

Wind Star

November 2018

Wind Spirit

January 2019

Star Pride

March 2019

Wind Surf

April 2019

Star Breeze

April 2019

Star Legend

May 2019

Mein Schiff 3

May 2020


42


Through our subsidiary CRM, we have a 7.5% ownership interest in MCE. In addition, CRM provides advice to MCE on casino matters pursuant to a consulting agreement for a service fee consisting of a fixed fee plus a percentage of MCE’s EBITDA. In March 2020, due to the impact of COVID-19 on MCE, we impaired the $1.0 million MCE investment and wrote-down a $0.3 million receivable related to MCE. For additional information related to MCE, see Note 4, “Investments,” to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.

Through our subsidiary CRM, we had a 51% ownership interest in GHL. We sold our interest in GHL to the unaffiliated shareholders of GHL in May 2019 for a $0.7 million non-interest bearing promissory note. We recognized a loss on the sale of this investment of less than ($0.1) million in general and administrative expenses on our consolidated statement of (loss) earnings for the year ended December 31, 2019. The sale of our equity interest in GHL also ended our equity interest in MCL. For additional information related to GHL and MCL, see Note 4, “Investments,” to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.

Results at CCB were impacted by a 0.5% exchange rate increase and (4.5%) exchange rate decrease for the year ended December 31, 2020 compared to the year ended December 31, 2015.

Results in U.S. dollars were impacted by a 4.6% exchange rate decrease in the average rate between the U.S. dollar2019 and Polish zloty for the year ended December 31, 20162019 compared to the year ended December 31, 2015.2018, respectively.

Revenue Highlights

In PLN

In U.S. dollars

Net operating revenue increased by PLN 19.9 million, or 10.1%, due to increased gaming revenue. In Warsaw, our main competitor ceased operations, contributing to increased revenue at our Marriott Warsaw property. The increased revenue at the Marriott Warsaw was offset by the closure of the Katowice casino in June 2016, and the movement of its casino operations to the Sosnowiec casino.

Net operating revenue increased by $2.7 million, or 5.1%.

49


Operating Expense Highlights

In PLN

In U.S. dollars

Operating expenses increased by PLN 14.2 million, or 7.8%, primarily due to increased gaming related expenses of PLN 10.4 million and payroll costs of PLN 4.0 million, offset by decreased marketing expenses of (PLN 0.4) million. In addition, we had a PLN 1.2 million impairment on the leasehold improvements at the Katowice location due to the loss of the casino license.

Operating expenses increased by $1.4 million, or 3.0%, including as a result of the Katowice leasehold improvements impairment of $0.4 million.

A reconciliation of net earnings (loss) attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion in Item 6, “Selected Financial Data” of this report.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the year

 

 

 

 

 

 

 

 

 

 



 

ended December 31,

 

 

2017/2016

 

 

2016/2015

Amounts in thousands

 

 

2017

 

 

2016

 

 

2015

 

 

$ Change

 

% Change

 

 

$ Change

 

% Change

Gaming

 

$

3,215 

 

$

2,157 

 

$

3,178 

 

$

1,058 

 

49.0% 

 

$

(1,021)

 

(32.1%)

Termination of Concession Agreements

 

 

 

 

 

 

3,365 

 

 

 

0.0% 

 

 

(3,365)

 

(100.0%)

Other Revenue

 

 

1,209 

 

 

1,815 

 

 

1,350 

 

 

(606)

 

(33.4%)

 

 

465 

 

34.4% 

Gross Revenue

 

 

4,424 

 

 

3,972 

 

 

7,893 

 

 

452 

 

11.4% 

 

 

(3,921)

 

(49.7%)

Less Promotional Allowances

 

 

(37)

 

 

 

 

(8)

 

 

37 

 

100.0% 

 

 

(8)

 

(100.0%)

Net Operating Revenue

 

 

4,387 

 

 

3,972 

 

 

7,885 

 

 

415 

 

10.4% 

 

 

(3,913)

 

(49.6%)

Gaming Expenses

 

 

(2,487)

 

 

(1,898)

 

 

(2,654)

 

 

589 

 

31.0% 

 

 

(756)

 

(28.5%)

General and Administrative Expenses

 

 

(9,713)

 

 

(8,828)

 

 

(8,907)

 

 

885 

 

10.0% 

 

 

(79)

 

(0.9%)

Total Operating Costs and Expenses

 

 

(12,566)

 

 

(11,108)

 

 

(11,959)

 

 

1,458 

 

13.1% 

 

 

(851)

 

(7.1%)

Losses from Operations

 

 

(8,179)

 

 

(7,136)

 

 

(4,074)

 

 

(1,043)

 

(14.6%)

 

 

(3,062)

 

(75.2%)

Income Tax Benefit

 

 

1,964 

 

 

2,089 

 

 

2,872 

 

 

(125)

 

(6.0%)

 

 

(783)

 

(27.3%)

Net Loss Attributable to Century Casinos, Inc. Shareholders

 

 

(6,171)

 

 

(5,044)

 

 

(1,192)

 

 

(1,127)

 

(22.3%)

 

 

(3,852)

 

(323.2%)

Adjusted EBITDA

 

$

(6,496)

 

$

(5,836)

 

$

(5,370)

 

$

(660)

 

(11.3%)

 

$

(466)

 

(8.7%)

Years ended December 31, 20172020 and 20162019

Non-Corporate Reporting Units

We beganNet operating revenue decreased due to the closure of CCB as detailed above. In addition, our four ship-based casinos onboardwere not operating for the Mein Schiff 5majority of the year due to COVID-19 related shutdowns of the cruise ships on which they operate.

Years ended December 31, 2019 and Marella Discovery in June 2016, the Glory Sea in July 2016 and the Mein Schiff 6 in May 2017.2018

Non-Corporate Reporting Units

The Mein Schiff 1 and Mein Schiff 2 will be transferredNet operating revenue decreased by ($0.2) million, or (3.4%), due to decreased revenue from Cruise Ships & Other resulting from the TUI Cruises fleet to another cruise line in April 2018 and February 2019, respectively, at which time theexpiration of certain of our concession agreements for these two vessels will end. The Mein Schiff 1 and Mein Schiff 2the operation of ship-based casinos contributed $0.4 million inas detailed above. This decrease was offset by increased net operating revenue at CCB, which operated for a full year in 2019 compared to eight months in 2018.

Net operating revenue for CCB increased by GBP 0.5 million, or 22.5%, due to increased gaming and less than $0.1food and beverage revenue from operating for a full year in 2019 compared to eight months in 2018. Revenue growth was impacted by enforcement of anti-money laundering and social responsibility regulations that required us to limit customers’ play until the required information is provided by the player. In addition, we believe that concerns about the withdrawal of the United Kingdom from the European Union (commonly referred to as “Brexit”) reduced discretionary consumer spending in the market. In US dollars, net operating revenue increased by $0.5 million, in earnings from operations during the yearor 20.4%.

Operating Expense Highlights

Years ended December 31, 2017.2020 and 2019

Non-Corporate Reporting Units

In July 2016, we entered into a cooperation agreement with Dynamic regarding the operations of the ship-based casino onboard Glory Sea. Both parties terminated this agreement in November 2017, and we charged the outstanding $0.3 million related to obtaining this agreement toTotal operating costs and expenses decreased due to casino closures at CCB and on the ships. In addition, the deconsolidation of CCB resulted in a gain of $7.4 million that we recognized in general and administrative expenses on our consolidated statementstatements of (loss) earnings for the year ended December 31, 2017.  We will continue2020.

Corporate Reporting Units

Total operating costs and expenses decreased by ($5.8) million, or (35.5%). In March 2020, we impaired the MCE investment due to operatean assessment of MCE’s operations resulting from COVID-19. As a result of the impairment, we recorded $1.0 million to impairment – intangible and tangible assets during the year ended December 31, 2020. In addition, we assessed the collectability of a receivable from LOT Polish Airlines (“LOT”), which previously owned a 33.3% interest in CPL that we acquired in 2013, related to the Poland contingent liability and determined that, due to COVID-19, it was more likely than not that LOT would be unable to repay us for LOT’s portions of payments made by CPL to the Polish IRS for tax periods in January 2009 to March 2013. Due to COVID-19, LOT grounded flights in March 2020. Based on past efforts to collect on the receivable and analysis of LOT’s ability to pay, we wrote-down the $0.7 million receivable to general and administrative expenses for the year ended December 31, 2020. Offsetting these increases, during the closures certain of our corporate staff voluntarily decreased their salaries. In addition, in 2019 there were additional expenses related to the Acquisition that did not reoccur in 2020, as discussed below.

43


Years ended December 31, 2019 and 2018

Non-Corporate Reporting Units

Total operating costs and expenses increased by $17.4 million, or 214.2%. In December 2019, we impaired certain assets at CCB due to historical and forecast operating losses at this casino resulting from the factors discussed above. As a result of the impairment, we wrote down $16.5 million to impairment – intangible and tangible assets for the year ended December 31, 2019. In addition, we evaluated our agreement with Diamond Cruises related to the operation of the ship-based casino onboard the Glory Sea. However, Dynamic will no longer marketWe determined that it was more likely than not that the agreement was impaired and promotewrote-down $0.9 million in receivables related to the casinoGlory Sea along with increased expense of $0.3 million related to VIP players.

We began constructionthe loss on disposal of fixed assets related to the SCCL project in October 2017. We anticipateGlory Sea and disposal of assets from storage. These increased expenses were partially offset by decreased operating expenses related to the casino will open in the second quarterexpiration of 2018.

The following discussion highlights resultscertain of our concession agreements for the year ended December 31, 2017 compared to the year ended December 31, 2016.  operation of ship-based casinos as detailed above.

Revenue HighlightsCorporate Reporting Units

·

Net operating revenue for Cruise Ships & Other increased by $0.4 million, or 10.4%, due to a full year of revenue from the Mein Schiff 5, Marella Discovery and Glory Sea, which increased revenue by $0.7 million and revenue from the Mein Schiff 6 of $0.2 million. The increased gaming revenue was offset by decreased revenue of ($0.6) million due to the termination of the consulting agreement with Norwegian Cruise Line Holdings in May 2017.

50


Operating Expense Highlights

·

Total operating costs and expenses for Cruise Ships & Other increased by $0.7 million, or 20.9%, primarily due to a full year of operations onboard the Mein Schiff 5, Marella Discovery and Glory Sea, the operation of the Mein Schiff 6, as well as the $0.3 million charged to operating costs and expenses related to the termination of the cooperation agreement with Dynamic.

Losses from operations attributable to the SCCL project were ($0.3) million for the year ended December 31, 2017.

Losses from operations attributable to our Corporate Other operating segment, which includesOur corporate reporting units include certain other corporate and management operations,operations. Total operating costs and expenses increased by ($0.5)$7.9 million, or (6.7%)87.9%, for the year ended December 31, 2017 compared to the year ended December 31, 2016 due to increased payroll and travel costs as well as the acquisitionone-time costs related to the SCCL project. This increased the net loss attributable to Century Casinos, Inc. shareholders for the year ended December 31, 2017.

The net loss attributable to Century Casinos, Inc. shareholders from the Corporate and Other segment was also impacted by the release of our $5.7 million U.S. valuation allowance on our U.S. deferred tax assets, resulting in a tax benefit for the year ended December 31, 2017. The tax benefit from the release of the U.S. valuation allowance was offset by increased tax expense ofAcquisition including $5.4 million resulting from the tax law changes made in the Tax Act that became effectiveacquisition costs and a $0.6 million in the 2017 tax year, as discussed further in Taxes below.bonuses. In addition, payroll costs and travel-related expenses increased.

A reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion in Item 6, “Selected Financial Data” of this report.

Years ended December 31, 2016 and 2015

The following discussion highlights results for the year ended December 31, 2016 compared to the year ended December 31, 2015.  

Revenue Highlights

·

Net operating revenue for Cruise Ships & Other decreased by ($0.5) million, or (12.1%), primarily due to decreased revenue related to a casino onboard the Nova Star that we no longer operate, offset by additional revenue from the consulting agreement with Norwegian and revenue from beginning casino operations onboard Mein Schiff 5, Marella Discovery and Glory Sea.

Operating Expense Highlights

·

Total operating costs and expenses for Cruise Ships & Other decreased by ($0.5) million, or (14.1%), primarily due to decreased cruise ship-related expenses as a result of the termination of the concession agreements with Oceania and Regent, offset by increased payroll and start-up costs related to our casino onboard the Glory Sea.

Losses from operations attributable to our Corporate Other operating segment, which includes certain other corporate and management operations, increased by $3.0 million, or 60.7%, for the year ended December 31, 2016 compared to the year ended December 31, 2015 primarily due to $3.4 million of revenue related to the termination of the concession agreements with Oceania and Regent that we recognized in the 2015 period and increased payroll expense. 

A reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDA can be found in the “Non-GAAP Measures – Adjusted EBITDA” discussion in Item 6, “Selected Financial Data” of this report.

51


Non-Operating Income (Expense)

Non-operating income (expense) for the years ended December 31, 2017,  20162020, 2019 and 20152018 was as follows:

For the year
ended December 31,

2020/2019

2019/2018

Amounts in thousands

2020

2019

2018

$ Change

% Change

$ Change

% Change

Interest Income

$

6

$

21

$

103

$

(15)

(71.4%)

$

(82)

(79.6%)

Interest Expense

(43,104)

(8,250)

(4,217)

34,854

422.5%

4,033

95.6%

(Loss) Gain on Foreign Currency Transactions, Cost Recovery Income and Other

(63)

1,482

578

(1,545)

(104.3%)

904

156.4%

Non-Operating (Expense)

$

(43,161)

$

(6,747)

$

(3,536)

$

(36,414)

(539.7%)

$

(3,211)

(90.8%)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the year

ended December 31,

 

2017/2016

 

2016/2015

Amounts in thousands

 

2017

 

2016

 

2015

 

$ Change

 

% Change

 

$ Change

 

% Change

Interest Income

 

$

92 

 

$

72 

 

$

38 

 

$

20 

 

27.8% 

 

$

34 

 

89.5% 

Interest Expense

 

 

(3,661)

 

 

(3,160)

 

 

(3,315)

 

 

501 

 

15.9% 

 

 

(155)

 

(4.7%)

Gain on Foreign Currency Transactions, Cost Recovery Income and Other

 

 

1,405 

 

 

2,523 

 

 

2,126 

 

 

(1,118)

 

(44.3%)

 

 

397 

 

18.7% 

Non-Operating (Expense)

 

$

(2,164)

 

$

(565)

 

$

(1,151)

 

$

(1,599)

 

(283.0%)

 

$

586 

 

50.9% 

Interest income

Interest income is directly related to interest earned on our cash reserves.

Interest expense

Interest expense is directly related to interest owed on our borrowings under our second amended and restatedMacquarie Credit Agreement, our financing obligation with VICI PropCo, our credit agreement with the Bank of Montreal (the “BMOthat was replaced by the Macquarie Credit Agreement”),Agreement, the fair value adjustments for our interest rate swap agreements, that began in 2015, our CPL and SCCLCRM borrowings, our capital lease agreements and interest expense related to CDR’sthe CDR land lease.

Gain on foreign currency transactions, cost recovery income and other

Cost recovery income of $0.6 million, $2.2$0.2 million and $0.5$0.4 million was received by CDR for the years ended December 31, 2017, 20162020 and 2015,2019, respectively, related to infrastructure built during the development of the Century Downs REC project. The distribution to CDR’s non-controlling shareholders through non-controlling interest is part of thea credit agreement between CCECRM and CDR. Gain on foreign currency transactions,There was no cost recovery income and otherreceived by CDR for the year ended December 31, 2015 also includes a $0.9 million reduction of2018.

We adjusted the contingent liability duringrelated to the year ended December 31,CPL taxes to remove the estimated taxes accrued for the 2015 and 2014 tax years due to the expiration of the statute of limitations for each tax year. This adjustment reduced the Polish IRS to audit CPLcontingent liability by PLN 2.8 ($0.7 million) and PLN 2.2 million ($0.6 million) in for the 2010years ended December 31, 2020 and 2019, respectively.

44


Taxes

Income tax year.

52


Taxes

Ourexpense is recorded relative to the jurisdictions that recognize book earnings. During the year ended December 31, 2020, we recognized income tax expense by jurisdiction is summarized in the table below:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts in

 

For the year

 

For the year

 

For the year

thousands

 

ended December 31,  2017

 

ended December 31,  2016

 

ended December 31,  2015

   

 

Pre-tax income (loss)

 

Income tax expense (benefit)

 

Effective tax rate

 

Pre-tax income  (loss)

 

Income tax expense (benefit)

 

Effective tax rate

 

Pre-tax income  (loss)

 

Income tax expense (benefit)

 

Effective tax rate

Canada

 

$

8,460 

 

$

2,169 

 

 

25.6% 

 

$

9,889 

 

$

149 

 

 

1.5% 

 

$

6,983 

 

$

1,305 

 

 

18.7% 

United States

 

 

1,059 

 

 

497 

 

 

46.9% 

 

 

138 

 

 

85 

 

 

61.7% 

 

 

(1,593)

 

 

84 

 

 

(5.3%)

Mauritius*

 

 

241 

 

 

 

 

2.5% 

 

 

480 

 

 

11 

 

 

2.3% 

 

 

3,856 

 

 

129 

 

 

3.3% 

United Kingdom

 

 

(312)

 

 

(25)

 

 

8.0% 

 

 

 

 

 

 

0.0% 

 

 

 

 

 

 

0.0% 

Austria

 

 

(93)

 

 

519 

 

 

(558.1%)

 

 

(430)

 

 

278 

 

 

(64.7%)

 

 

(13)

 

 

(997)

 

 

7669.2% 

Poland

 

 

3,096 

 

 

1,394 

 

 

45.0% 

 

 

5,523 

 

 

1,264 

 

 

22.9% 

 

 

5,412 

 

 

1,133 

 

 

20.9% 

Total

 

$

12,451 

 

$

4,560 

 

 

36.6% 

 

$

15,600 

 

$

1,787 

 

 

11.5% 

 

$

14,645 

 

$

1,654 

 

 

11.3% 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*Ship-based casinos

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Our worldwideof $4.8 million on pre-tax loss of ($43.3) million, representing an effective income tax rate for 2017 was 36.6%. The blended corporateof 11.2%, compared to income tax rate in the United States for 2017 was 37.25%. However, the effective tax rate in the United States for 2017 was 46.9% due to several factors taking place in 2017, including the releaseexpense of our $5.7$4.2 million valuation allowance and items impacted by the Tax Act. A substantial portionon pre-tax loss of our earnings are from Canada, which has a 27% income tax rate; the effective tax rate in Canada of 25.6% for 2017 was due primarily to the impact of foreign currency exchange rates. The income tax rate for our earnings from Mauritius is 3%; the effective tax rate of 2.6% for 2017 was due primarily to immaterial permanent deductions. A portion of our earnings are from Austria, which has a 25% income tax rate, and due to disallowed interest expense and the impact of foreign currency exchange rates, the effective tax rate for 2017 was (560.6%). Another substantial portion of our earnings are from Poland, which has a 19% income tax rate. The effective tax rate in Poland of 45.0% for 2017 was due to nondeductible payments to certain governing authorities, contingent liability settlements, as well as meals, entertainment, gifts and giveaways. A portion of our earnings are from the United Kingdom (“U.K.”), where the income tax rate is 19%. The effective tax rate in the U.K. of 8.1% is due to nondeductible initial startup fees and exchange rate differences. The movement of exchange rates for intercompany loans denominated in U.S. dollars further impacts the($12.0) million, representing an effective income tax rate because foreign currency gainsof 34.9% and losses generally are not taxed until realized. Therefore, the overallincome tax expense of $1.9 million on pre-tax income of $5.9 million, representing an effective income tax rate was significantly impactedof 32.4% for the same periods in 20172019 and can be significantly impacted by foreign currency gains or losses in the future.

The Tax Act, which was enacted2018, respectively. For further discussion on December 22, 2017, included significant changesour effective income tax rates and an analysis of our effective income tax rate compared to the Internal Revenue Code including, among other items, a reduction of theUS federal corporatestatutory income tax rate, from 35% to 21%, a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred, and the creation of new taxes on certain foreign earnings. The amounts recorded resulting from the provisions of the Tax Act represent management's best estimates of the effect on the current period and are subject to refinement and revisions over a one-year period ending December 22, 2018.  Seesee Note 1114, “Income Taxes,” to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report for more discussion of provisional amounts related to the Tax Act.report.

Our effective income tax rate for 2017 was impacted by the decrease of pre-tax income in Canada, Mauritius and Poland. The comparison of pre-tax income of $12.5 million for the year ended December 31, 2017, compared to pre-tax income of $15.6 million for the year ended December 31, 2016 should be considered when comparing tax rates year over year. The overall effective tax rate of 36.6% was significantly driven by the full release of the U.S. valuation allowance and the impact of the Tax Act. A majority of the earnings recognized by us during the year ended December 31, 2017 were from our properties in Canada.

53


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 or other debt or equity financing activities. In 2020, our liquidity has been adversely affected by temporary closures of all of our casinos, hotels and other facilities to comply with quarantines issued by governments to contain the spread of COVID-19, as discussed below.

As of December 31, 2017,2020, our total debt under bank borrowings and other agreements net of $0.3$9.3 million related to deferred financing costs was $56.7$184.6 million, of which $51.0$173.7 million was long-term debt and $5.7$10.8 million was the current portion of long-term debt. The current portion relates to payments due within one year under our BMOMacquarie Credit Agreement, SCCL’sCPL credit agreements, UniCredit loan and credit agreement and other capital lease agreements. We intend to repay the current portion of our debt obligations with available cash.CRM credit facility. For a description of our debt agreements, see Note 7 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report. Net Debt was ($17.7)$130.4 million as of December 31, 20172020 compared to $17.2$134.2 million as of December 31, 2016, primarily due to the increase in cash to $74.7 million at December 31, 2017 from $38.8 million at December 31, 2016 as a result of the $34.3 million of net proceeds from the public offering of common stock in November 2017. In September 2017, we borrowed GBP 2.0 million ($2.7 million based on the exchange rate in effect on December 31, 2017) from UniCredit to finance the construction and fitting out of the SCCL project.2019. For the definition and reconciliation of Net Debt to the most directly comparable GAAP measure, see “Non-GAAP Measures – Net Debt” in Item 6, “Selected Financial Data” of this report. We intend to repay the current portion of our debt obligations with available cash.

The following table lists the 20182021 maturities of our debt:

 

 

 

 

 

 

 

 

 

Amounts in thousands

Amounts in thousands

 

 

 

 

 

 

 

 

Amounts in thousands

 

 

Saw Close Casino Ltd. Credit

 

Century Downs

 

 

 

 

Bank of Montreal

 

Agreement

 

Land Lease

 

Capital Leases

 

Total

Macquarie Credit Agreement

Macquarie Credit Agreement

Casinos Poland
Credit Agreements

UniCredit Loan

Century Downs
Land Lease

UniCredit Credit Agreement

Total

$

5,244 

 

$

135 

 

$

 

$

318 

 

$

5,697 

1,700

$

1,072

$

546

$

$

7,400

$

10,718

There is no set repayment schedule for the CPL credit facility, and we classify it as short-term debt due to the nature of the agreements. We plan to convert the UniCredit credit agreement to a term loan in 2021.

The following table lists the amount of 2021 payments due under our lease agreements:

Amounts in thousands

Operating Leases

Finance Leases

Total

$

5,679

$

137

$

5,816

In addition to these payment obligations, our scheduled payments for 2021 under the Master Lease are $23.1 million and under the CDR land lease financing obligation are $1.6 million, excluding variable rent payments. Cash payments related to the Master Lease and CDR land lease were $25.0 million and $1.3 million, respectively, for the year ended December 31, 2020.

Cash Flows

Cash, cash equivalents and restricted cash totaled $76.4$63.7 million and working capital (current assets minus current liabilities) was $50.2$34.5 million at December 31, 20172020 compared to cash, cash equivalents and restricted cash of $39.0$55.6 million and working capital of $17.3$22.8 million at December 31, 2016,2019, and cash, cash equivalents and restricted cash of $29.6$46.3 million and working capital of $10.8$5.0 million at December 31, 2015.2018. The increase in cash, cash equivalents and restricted cash from December 31, 20162019 to December 31, 20172020 is due to $19.4$9.0 million of cash provided by operating activities, $34.3activities; $4.2 million in proceeds from borrowings net of net proceeds received in the common stock offering in November 2017, less than $0.1repayments; $6.6 million in proceeds from the exercisesale of stock optionsthe casino operations of Century Casino Calgary, net of cash assumed by the buyer; and $1.7$1.2 million in exchange rate changes on cash,changes; offset by $11.1$1.2 million of cash used for payment related to the working capital adjustment in the Acquisition; $10.7 million of cash used to purchase property and equipment, $2.5equipment; $0.9 million in principal repayments netdeferred financing costs; and $0.2 million of borrowings, $1.5 million paid for the Apex Acquisition, $0.4 million paid for the acquisition of the Saw Close Casino licenses, a $2.0 million distributiondistributions to non-controlling interests in CDR, and $0.5 million in principal repayments of capital lease agreements.interests.


45


Operating Activities

Net cash provided by operating activities was $19.4$9.0 million, $18.8 million and $22.3 million in 2020, 2019 and $19.3 million in 2017, 2016 and 2015,2018, respectively. Our cash flows from operations have historically been positive and sufficient to fund ordinary operations. Trends in our operating cash flows tend to follow trends in earnings from operations, excluding non-cash charges. 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 (loss) earnings from operations.

Investing Activities

Net cash used in investing activities of $13.0$5.3 million for the year ended December 31, 20172020 consisted of $4.3a $1.2 million payment related to the working capital adjustment in the Acquisition; $0.6 million for the Century Mile project;slot machine purchases at our Colorado properties; $0.1 million for slot chairs at CTL; $1.0 million for slot machine purchases, $0.2 million in rebranding signage, $1.8 million for player tracking systems and upgrades to the Palace Hotel renovation projectslot accounting systems, and $0.6 million in computer upgrades at CRC, which was placed on hold during the first quarter of 2017;our Missouri properties; $0.2 million for surveillance upgrades, $1.1 million for slot machine purchases, $0.2 million for racetrack reconditioning, and $0.3 million to purchase slot machines for CTL and CRC; $0.1 million for the CRA casino renovation;in computer upgrades at our West Virginia property; $0.5 million for bowling lane renovations and a miniature golf course at CAL; $0.8 million for a parking lot and thoroughbred infrastructure at CDR; $0.1table game equipment, $0.9 million in new carpet for the gaming floor at CSA; $2.1building updates, and $0.2 million in leasehold improvements, gamingracetrack and other equipmentbarn updates at the Hilton Hotel Warsaw and new CPL locations in Katowice and Wroclaw; $0.5 million in gaming equipment upgrades at various CPL casinos; $1.2 million for the SCCL leasehold renovations;our Edmonton properties; $0.2 million for table game equipment for the Mein Schiff 6; $0.9at our Calgary properties; $0.3 million in casino improvements in Poland; and $2.5 million in other fixed asset additions at our properties, a $1.5properties; offset by $6.6 million payment related to a working capital adjustmentfrom the sale of Century Casino Calgary, net of cash assumed by the buyer.

Net cash used in investing activities of $120.7 million for the Apex Acquisition and $0.4year ended December 31, 2019 consisted of $96.6 million related to the SCCL License Acquisition, net of cash acquired; $15.0 million for construction costs related to the Century Mile project; $4.3 million related to leasehold improvements at the Marriott Hotel in Warsaw, Poland and additional assets for the casinos in Poland; $0.8 million in Colorado for slot machines, chairs and security upgrades; $1.2 million in Calgary for the building expansion at CDR and a bar at CAL; $0.3 million in Edmonton for new carpet and surveillance equipment at CRA; $2.3 million in other fixed asset additions at our properties; and $0.2 million used to acquire the non-controlling interest in CBS.

Net cash used in investing activities of $57.7 million for the year ended December 31, 2018 consisted of $40.0 million for construction costs related to the Century Mile project; $7.8 million for the Century Casino Bath project; $5.1 million in leasehold improvements at the new casinos in Poland and additional assets for the casinos in Poland; $0.9 million in Calgary for racetrack improvements and a barn at CDR and surveillance upgrades at CAL; $0.8 million in Colorado for slot machines and carpet replacement; $2.4 million in other fixed asset additions at our properties; $0.3 million for CRM’s purchase of its ownership interest in GHL, net of cash acquired; and $0.6 million for GHL’s purchase of its ownership interest in MCL, offset by less than $0.1 million in proceeds from the disposition of fixed assets.

Financing Activities

54


Net cash used in investingprovided by financing activities of $26.8$3.1 million for the year ended December 31, 20162020 consisted of $19.7$4.2 million for the Apex Acquisition; $2.0in proceeds from borrowings net of principal payments, offset by $0.9 million for the casino remodel at CRA; $1.7 million of developmentin deferred financing costs for continued work related to landscaping, barns and equipment at CDR; $0.8 million to purchase slot machines and table game equipment for the casinos operated by Casinos Poland; $0.3 million for improvements to the LIM Center casino operated by Casinos Poland; $0.4 million to purchase slot machines and table game equipment for the Mein Schiff 5 and Marella Discovery ship-based casinos;a $0.2 million distribution to purchase equipment and upgrade the casino onboard the Glory Sea; $0.4 million to purchase slot machines and gaming equipment for our Cripple Creek and Central City properties; $0.2 millionnon-controlling interests in pre-construction costs related to the Cripple Creek Hotel project; $0.1 million to renovate a bar at CAL and $1.0 million in other fixed asset additions at our properties.CDR.

Net cash used in investingprovided by financing activities of $18.2$113.9 million for the year ended December 31, 20152019 consisted of $14.1$124.7 million for development costs related to the Century Downs project; $0.7 million to purchase slot machinesreceived from borrowings net of principal repayments and table game equipment for the casinos operated by Casinos Poland, $0.1 million for improvements to the casinos in Poznan and Katowice operated by Casinos Poland, $0.1 million in new sign displays for the casinos in Warsaw and Wroclaw operated by Casinos Poland, $0.3 million to purchase new slot machines for the Mein Schiff 4, Star Breeze and Star Legend ship-based casinos, $0.5 million to purchase slot machines for our Cripple Creek and Central City properties, $0.2 million to purchase new surveillance equipment at our Cripple Creek property, $0.1 million to purchase new HVAC equipment for our hotel rooms in Central City, $0.1 million in sound equipment for the showroom and $0.1 million in parking lot repairs at CRA, $0.1 million to remodel the Mid City Grill and kitchen at CAL and $2.5 million in other fixed asset additions at our properties offset by $0.7 million in proceeds from the disposition of assets.

Net cash provided by financing activities of $29.2 million for the year ended December 31, 2017 consisted of $34.3 million in net proceeds received in the common stock offering completed in November 2017 and less than $0.1 million from the exercise of stock options, offset by $2.5$10.1 million of principal repayments net of borrowings, $0.5 million of principal repayments for capital leases,deferred financing costs paid and $2.0$1.0 million in distributions to non-controlling interests in CDR, CBS and CPL.

Net cash provided by financing activities of $15.6$7.2 million for the year ended December 31, 20162018 consisted of $22.8$8.2 million received from borrowings under our BMO Credit Agreement for the Apex Acquisitionnet of principal repayments and $0.1$0.3 million cash from the exercise of stock options, offset by $4.8 million of principal repayments, $0.4$0.3 million of principal repayments for capital leases, $0.3$0.4 million of deferred financing costs paid and $1.9$0.6 million in distributions to non-controlling interests in CDRCBS and CPL.

Net cash provided by financing activities of $4.4 million for the year ended December 31, 2015 consisted of $4.8 million received from various loan agreements net of principal repayments and $0.1 million cash from the exercise of stock options, offset by a $0.5 million distribution to non-controlling interests in CDR.

Tax Act

During 2018, the Company completed its accounting of the one-time transition tax on undistributed and previously untaxed post-1986 foreign earnings and profits imposed by the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act which was enacted on December 22, 2017, makes significant changespermits a company to pay the Internal Revenue Code effective for 2018, although certain provisions affected our 2017 financial results. The changes impacting our 2017 results include, but are not limited to, the write-down of net deferred tax assets resulting from the reduction in the U.S. federal corporate income tax rate from 35% to 21% and a one-time deemed transition tax over eight years on certain unremitted earnings of foreign subsidiaries.  We have not completed our accounting for the income tax effectsan interest free basis. The Company paid $0.6 million of the Tax Act and the provisional amounts will be refined as needed during the measurement period allowed by Staff Accounting Bulletin No. 118 (“SAB 118”). While we believe that we have made reasonable estimates of the impact of the U.S. corporate income tax rate reduction and the one-time deemed transition tax on unremitted earnings of foreign subsidiaries, these estimates could change as we continue to analyze IRS guidancein 2018. The remaining cash payments due related to the Tax Act as it is released. Further changes could result as we refine our calculations surrounding the remeasurement of our deferredtransition tax balances, as well as our calculations of earnings and profits as used in the computation of the transition tax.    The estimated net cash payments resulting from the Tax Act are estimated to be $1.2total $0.9 million as detailedset forth in the Contractual Obligations and Contingencies table below.

Common Stock Repurchase Program

Since 2000, we have had a discretionary program to repurchase our outstanding common stock. In November 2009, we increased the amount available to be repurchased to $15.0 million. We did not repurchase any common stock in 2017,  2016 or 2015. The total amount remaining under theour stock repurchase program was $14.7 million as of December 31, 2017.2020. We did not repurchase any common stock in 2020, 2019 or 2018. The repurchase program has no set expiration or termination date.

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55


Potential Sources and Uses of Liquidity, Short-Term Liquidity

Historically, our primary sourcessource of liquidity and capital resources havehas been cash flow from operations. 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. In addition, we have generated cash from sales of existing casino operations and proceeds from the issuance of equity securities upon the exercise of stock options. In November 2017,

The COVID-19 pandemic has had an adverse effect on our results of operations, financial condition and liquidity for 2020, and we closed a public offering of 4,887,500 shares of our common stock. The proceeds fromexpect the offering were approximately $34.4 million. As discussed below, we plan to use up to $25.0 million of the proceeds for construction of the Century Mile project. We intend to use the remaining net proceeds to invest in additional gaming projects and for working capital and other general corporate purposes.

We believe that our cash at December 31, 2017, as supplemented by cash flows from operations, will be sufficient to fund our anticipated operating costs, capital expenditures at existing properties and current debt repayment obligations for at least the next 12 months. We expect that the primary sources of cash will be from our gaming operations and additional borrowings under the BMO Credit Agreement and other credit arrangements. In addition to the payment of operating costs, expected uses of cash within one year include capital expenditures for our existing properties, interest and principal payments on outstanding debt, the construction of Century Mile, the construction of the SCCL project, an expansion at CRC to provide additional hotel rooms for our existing casino and hotel, and other potential new projects. Wesituation will continue to evaluatehave an adverse effect on our planned capital expenditures at eachresults of operations, financial condition and liquidity into 2021. The duration and impact of the COVID-19 pandemic remains uncertain. Between March 13, 2020 and March 17, 2020, we closed all of our existingcasinos, hotels and other facilities to comply with quarantines issued by governments to contain the spread of COVID-19. Our Polish locations reopened on May 18, 2020, and our North American operations reopened between June 1, 2020 and June 17, 2020. Additional closures of our Canada and Poland casinos were required in December 2020 to comply with quarantines issued by governments. Our Poland casinos reopened in February 2021, but our Canada casinos remain closed. Our casinos have varied their operations based on the governmental health and safety requirements in the jurisdictions in which they are located. These include capacity and gaming floor restrictions and limited hours of operations. We estimate that the net cash outflows related to operations during the time they were fully suspended in the first two quarters of 2020 were, on average, approximately $8.0 million per month.

We continue to monitor our liquidity in light of the operating performance of the facilities at such locations.

We estimate that the Century Mile project will cost approximately CAD 60.0 million ($47.8 million based on the exchange rate in effect on December 31, 2017).uncertainty resulting from COVID-19. We plan to use upcontinue to $25.0reduce marketing and operating expenditures where possible. Planned capital expenditures in 2021 include approximately $8.0 million in gaming equipment, renovations to various properties and security system upgrades. Our 2021 planned capital expenditure projects will be evaluated throughout the year and postponed to 2022 if necessary and permitted under our agreements.

In March 2020, as a proactive measure to increase our cash position and preserve financial flexibility in light of the net proceedsuncertainty resulting from the common stock offeringCOVID-19 pandemic, we borrowed $9.95 million on our revolving credit facility with Macquarie and $7.4 million on our credit agreement with UniCredit. We repaid the Macquarie revolving credit facility in July 2020 except for constructiona $50,000 letter of credit that we cash collateralized. See Note 7 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report for further discussion of the Century Mile project. The balanceMacquarie credit agreement and the UniCredit credit agreement, including discussion of a recent amendment to the Century Mile constructionMacquarie credit agreement that, among other things, waives compliance with a financial covenant under the Macquarie credit agreement.

We cannot predict the negative impacts that the failure to suppress the spread of COVID-19 will have on our consumer demand, workforce, suppliers, contractors and other partners and whether future closures will be financed through new credit facilities or with available cash. The debt financing forrequired. Such closures have had and will continue to have a material impact on our business. While the Century Mile projectseverity and duration of such business impacts cannot currently be estimated, the effects of COVID-19 and the requirements of health and safety protocols are expected to continue to have a material impact on our business.

We may be in the form of a construction or term loan or line of credit with a commercial bank, or a combination of these financings. We estimate that the SCCL project will cost approximately GBP 5.5 million ($7.4 million based on the exchange rate in effect on December 31, 2017), in additionrequired to GBP 0.3 million ($0.4 million based on the exchange rate in effect on December 31, 2017) ofraise additional payments duecapital to the seller of SCCL on the satisfaction of certain conditions. In September 2017, we obtained a loan for the SCCL project of GBP 2.0 million ($2.7 million based on the exchange rate in effect as of December 31, 2017)address our liquidity and expect to fund the balance of the SCCL project costs with available cash.

capital needs. We have a shelf registration statement with the SEC that became effective in July 20172020 under which we may issue, from time to time, up to $100 million of common stock, preferred stock, debt securities and other securities and under which we undertook the common stock offering in November 2017. securities.

If necessary, we may seek to obtain further term loans, mortgages or lines of credit with commercial banks or other debt or equity financings to supplement our working capital and investing requirements. Our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings. A financing transaction may not be available on terms acceptable to us, or at all, and a financing transaction may be dilutive to our current stockholders.The failure to raise the funds necessary to fund our debt service and rent obligations and finance our operations and other capital requirements could have a material and adverse effect on our business, financial condition and liquidity. 

In addition, we expect our U.S.US domestic cash resources will be sufficient to fund our U.S.US operating activities and cash commitments for investing and financing activities. While we currently do not have an intent nor foresee a need to repatriate funds, we could require more capital in the U.S.US than is generated by our U.S.US operations either for operations, capital expenditures or significant discretionary activities such as acquisitions orof businesses and share repurchases. If so, we could elect to repatriate earnings from foreign jurisdictions orin the form of a cash dividend, which would generally be exempt from taxation with the exception of the adverse impact of withholding taxes. We also could elect to raise capital in the U.S.US through debt or equity issuances. Under the newly-enacted Tax Act, a cash dividend from a foreign subsidiary to its U.S. parent would generally be exempt from U.S. income taxation. We estimate that approximately $35.3$27.5 million of our total $74.7$63.4 million in cash and cash equivalents at December 31, 20172020 is held by our foreign subsidiaries and is not available to fund U.S.US operations unless repatriated. The determination of the additional deferred taxes that would be provided for undistributed earnings has not been determined because the hypothetical calculation is not practicable.

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56


Contractual Obligations and Contingencies

The following table summarizes our future commitments and contingency payments as of December 31, 2017.2020.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Payments due by Period

Amounts in thousands

 

 

Total

 

 

Less than 1 Year

 

 

1-3 Years

 

 

3-5 Years

 

 

After 5 Years

Recorded contractual obligations and contingencies:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt (1)

 

$

56,448 

 

$

5,379 

 

$

20,291 

 

$

14,832 

 

$

15,946 

Capital lease obligations

 

 

523 

 

 

318 

 

 

185 

 

 

20 

 

 

Other contingencies (2)

 

 

1,833 

 

 

 

 

 

 

 

 

Unrecorded contractual obligations and contingencies:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated interest payments - long-term debt (3)

 

 

14,156 

 

 

3,193 

 

 

4,942 

 

 

3,453 

 

 

2,567 

Operating leases (4)

 

 

58,690 

 

 

2,440 

 

 

4,150 

 

 

4,118 

 

 

47,982 

U.S. tax reform obligations (5)

 

 

1,163 

 

 

93 

 

 

186 

 

 

186 

 

 

698 

Contractual obligations

 

$

132,813 

 

$

11,423 

 

$

29,754 

 

$

22,609 

 

$

67,193 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Represents principal payments only, and excludes any fair market value adjustments recorded in long-term debt under derivative and hedge accounting rules. These amounts do not reflect the impact of future foreign exchange rate changes. Payments due in one to three years represent the portion of the BMO Credit Agreement expiring in August 2019. Payments due in three to five years represent the remaining balance of the BMO Credit Agreement expiring in September 2021. We currently intend to seek to extend the term of the BMO Credit Agreement or otherwise refinance the loan. The payments due after five years include the CDR land lease. The CDR land lease is accounted for using the financing method, and no principal payments will be made unless the land is purchased. The first option to purchase the land is July 1, 2023. See Notes 7 and 12 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report for further information.

(2)

Estimated contingencies related to the CPL contingent liability are not included in the table above because we are not able to make reasonably reliable estimates of the period of cash settlement. See Note 14 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report for further information.

(3)

Estimated interest payments are based on principal amounts and expected maturities of long-term debt outstanding as of December 31, 2017 and management’s forecasted rates for our BMO Credit Agreement and SCCL credit agreement. Estimated interest payments do not reflect the impact of future foreign exchange rate changes.

(4)

Operating leases do not include month-to-month lease agreements. In 2017, we entered into a 20-year lease agreement with Edmonton International Airport to lease the land on which CMR is currently being constructed. Payments are scheduled to begin when the casino opens. In 2017, we also entered into a 30-year lease agreement for the lease of the building in which we are constructing the SCCL casino. Payments are scheduled to begin in November 2018.

(5)

Amounts reflect estimated payments related to the Tax Act. Payments are allowed over an eight year period. See Note 11 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report for additional discussion of the effects of the Tax Act.

Payments due by Period

Amounts in thousands

Total

Less than 1 Year

1-3 Years

3-5 Years

After 5 Years

Recorded contractual obligations and contingencies:

Long-term debt (1)

$

193,811

$

10,718

$

4,580

$

3,400

$

175,113

Finance obligations - VICI Properties, Inc. subsidiaries (2)

1,161,675

23,146

51,324

52,484

1,034,721

Finance lease obligations

224

137

67

20

Operating lease obligations

49,097

5,679

10,232

6,816

26,370

Other contingencies (3)

476

Unrecorded contractual obligations and contingencies:

Estimated interest payments - long-term debt (4)

88,525

13,021

25,677

25,369

24,458

US Tax Act obligations (5)

948

233

715

Contractual obligations

$

1,494,756

$

52,701

$

92,113

$

88,804

$

1,260,662

(1)Represents principal payments only. These amounts do not reflect the impact of future foreign exchange rate changes. The CDR land lease is excluded from long-term debt because we are not obligated to purchase the land. The CDR land lease is accounted for using the financing method, and no principal payments will be made unless the land is purchased. The first option to purchase the land at fair market value is July 1, 2023. See Note 7 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report for further information.

(2)Represents minimum payments and estimates based on contingent rental payments due under the Master Lease. Variable payments and index rate adjustments over the minimum amount stated in the Master Lease are not included. See Note 8 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report for further information.

(3)Estimated contingencies related to the CPL contingent liability are not included in the table above because we are not able to make reasonably reliable estimates of the period of cash settlement. See Note 17 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report for further information.

(4)Estimated interest payments are based on principal amounts and expected maturities of long-term debt outstanding as of December 31, 2020 and management’s forecasted rates for our Macquarie Credit Agreement, CDR land lease, CPL credit agreements, UniCredit Loan and CRM credit facility. Estimated interest payments do not reflect the impact of future foreign exchange rate changes. Fixed payments related to the CDR land lease are presented as if we do not elect the purchase options. The table above excludes the variable payments related to the CDR land lease.

(5)Amounts reflect remaining cash payments due for the transition tax. The next payment is due April 15, 2023. See Note 14 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report for additional discussion of the effects of the Tax Act.

Off-Balance Sheet Arrangements

The unrecorded contractual obligations above are not expected to have a material effect on our consolidated financial statements. We do not have any additional 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.

57


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 on-goingongoing 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.

48


Property and Equipment  -We have significant capital invested in our property and equipment, which representsrepresented approximately 56%76% of our total assets as of December 31, 2017.2020. 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. 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 from the estimated future cash flows expected to result from its use and eventual disposition. 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. As of December 31, 2017,2020, we believe that our investments in property and equipment are recoverable. For the year ended December 31, 2017,2019, we wrote down the leasehold improvementslong-lived assets at Casinos Poland’s LIM Center casinoCCB due to historical and forecast losses at the transfer of the license to the Hilton Warsaw casino and charged $0.1$8.0 million to operating costsimpairment – intangible and expenses. For the year ended December 31, 2016, we wrote down the leasehold improvements at Casinos Poland’s Katowice casino basedtangible assets on the lossour consolidated statement of the license for that location(loss) earnings.

Goodwill and charged $0.4 million to operating costs and expenses. There were no impairment charges recorded for the year ended December 31, 2015.

Goodwill -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, 2017 include CRA, CSA, CDR2020 are included within Canada and CPL. We consider a variety of factors when estimatingPoland reportable segments. For the quantitative goodwill impairment test, the current fair value of our reporting units, including estimates about the future operating results of each reporting unit multipleswith goodwill balances is estimated using a combination of earnings, various(i) the income approach using the discounted cash flow method for projected revenue, EBITDA and working capital, (ii) the market analyses, and recent salesapproach observing the price at which comparable companies or shares of comparable businesses, if such information is available to us.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. We make a variety of estimates and judgments about the relevance of these factors to the reporting units in estimating their fair values. IfDuring 2020, as a result of the carrying valueCOVID-19 pandemic and associated closures of aour casinos, we determined that goodwill was impaired related to certain reporting unit exceeds its estimated fair value,units. For information about the fair value of each reporting unit is allocated2020 impairments, see Note 6 to the reporting unit’s assetsConsolidated Financial Statements included in Part II, Item 8, “Financial Statements and liabilities to determine the implied fair valueSupplementary Data” of the reporting unit’s goodwill and whether impairment is necessary. No impairment charges related to goodwill were recorded for the years ended December 31, 2017, 2016 and 2015.this report. As of December 31, 2017,2020, the estimated fair value of our goodwill at our CSACRA reporting unit was 1% in excess ofexceeded its related carrying value.value by 19%. Goodwill related to our CSACRA reporting unit was $3.7$3.9 million as of December 31, 2017.2020. Key assumptions in the valuation of goodwill at the CSACRA reporting unit relate to future earnings at CSA.CRA. A downturn in the Alberta economy could negatively affect the key assumptions management used in its analysis.

Intangible Assets - Identifiable intangible assets includeOur Century Casinos and Casinos Poland trademarks and our casino licenses. Our trademarks, CDR’s licenses, issued bywith the AGLC and HRA, CSA’s license issued by the AGLC and SCCL’s licenses issued by the Great Britain Gambling Commissionexception of CPL, are indefinite-lived intangible assets and therefore are not amortized. We test our trademarks and indefinite-lived licenses for impairment as of October 1 each year, or more frequently as circumstances indicate it is necessary. We test for impairmentThe fair values are determined primarily using the relief-from-royalty method. Ifmulti-period excess earnings methodology (“MPEEM”) and the fair value of an indefinite-lived intangible asset is less than its carrying amount, we would recognize an impairment charge equalrelief from royalty method under the income approach. For information about impairments in 2020 and 2019, see Note 6 to the difference. No impairment charges related to our trademarks or indefinite-lived licenses were recorded for the years ended December 31, 2017,  2016Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and 2015. Our casino licenses related to CPL are finite-lived intangible assets and are amortized over their respective useful lives. CPL licenses are evaluated for impairment annually or more frequently if necessary. There were no impairment charges recorded for the years ended December 31, 2017, 2016 and 2015.Supplementary Data” of this report. As of December 31, 2017,2020, the fair value of our indefinite-lived intangible assets at our CSA reporting unit was 6%2% in excess of its related carrying value. Intangible assets related to our CSA reporting unit were $9.7$9.6 million as of December 31, 2017.2020. Key assumptions in the valuation of intangible assets at the CSA reporting unit relate to future earnings at CSA. A downturn in the Alberta economy could negatively affect the key assumptions management used in its analysis.

Our casino licenses related to CPL, our Mountaineer trademark and our player’s club lists are finite-lived intangible assets and 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.

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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.  

The Tax Act enacted on December 22, 2017, makes significant changes to the Internal Revenue Code effective for 2018, although certain provisions affected our 2017 financial results. The changes impacting our 2017 results include, but are not limited to, the write-down of net deferred tax assets resulting from the reduction in the U.S. federal corporate income tax rate from 35% to 21% and imposing a one-time deemed transition tax on certain unremitted earnings of foreign subsidiaries. The Tax Act also establishes new corporate tax laws that will be effective in 2018, but did not impact our 2017 financial results. These changes include, but are not limited to, lowering the U.S. federal corporate income tax rate, a general elimination of U.S. federal income taxes on income and dividends from foreign subsidiaries, a new tax on global intangible low-taxed income (“GILTI”) net of allowable foreign tax credits, a new deduction for foreign derived intangible income (“FDII”), and limitations on the use of foreign tax credits to reduce the U.S. federal income tax liability.

Due to the complexities involved in accounting for the enactment of the Tax Act, the SEC staff issued SAB 118, which provided guidance on accounting for the income tax effects of the Tax Act. SAB 118 provided a measurement period that may not extend beyond one year from the Tax Act enactment date to complete the accounting for the impact of the Tax Act. SAB 118 allowed us to provide provisional estimates of the impact of the Tax Act in our financial statements for the year ended December 31, 2017.  Accordingly, based on information and IRS guidance currently available, we have recorded a net tax expense of $5.4 million for the year ended December 31, 2017 related to the Tax Act provisions. This consists primarily of a net expense of $0.3 million for the write down of our net deferred tax balances due to the U.S. corporate income tax rate reduction and a net expense of $5.1 million for the one-time deemed transition tax. We have not completed our analysis of the tax impact resulting from the enactment of the Tax Act and the provisional amounts will be refined as needed during the measurement period allowed by SAB 118. While we believe that we have made reasonable estimates of the impact of the U.S. corporate income tax rate reduction and the one-time deemed transition tax on unremitted earnings of foreign subsidiaries, these estimates could change as we continue to analyze IRS guidance related to the Tax Act as it is released. Further changes could result as we refine our calculations surrounding the remeasurement of our deferred tax balances, as well as our calculations of earnings and profits as used in the computation of the transition tax.

The Tax Act createscreated a new requirement that certain income, such as GILTI,global intangible low-taxed income (“GILTI”), earned by a controlled foreign corporation (“CFC”) must be included currently in the gross income of the CFC’s U.S.US shareholder, effective in 2018. Because ofWe have elected to account for GILTI in the complexity ofyear the new GILTI tax rules, we are continuing to evaluate this provision of the Tax Act. Under U.S. GAAP, we are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTIis incurred as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into our measurementand recorded net tax expense of our deferred taxes (the “deferred method”). Our selection of an accounting policy with respect to$0.5 million and less than $0.1 million for the new GILTIyears ended December 31, 2019 and 2018, respectively. We did not record a net tax rules will depend, in part, on analyzing our global income to determine whether we expect to have future U.S. inclusions in taxable incomeexpense related to GILTI and, if so, what the impact is expected to be. Because whether we expect to have future U.S. inclusions in taxable income related to GILTI depends not only on our current structure and estimated future results of global operations but also our intent and ability to modify our structure and/or our business, we are not yet able to reasonably estimate the effect of this provision of the Tax Act. Therefore, we have not made any adjustments related to potential GILTI tax in our financial statements for the periodyear ended December 31, 2017, and we have not made a policy choice regarding whether to record deferred taxes on GILTI. We will continue to analyze the effects of the Tax Act on our financial statements,  and additional impacts from the enactment of the Tax Act will be recorded as they are identified during the measurement period as allowed in SAB 118.2020.

As of December 31, 2017, ourOur undistributed foreign earnings have beenwere subject to the one-time transition tax.tax for the year ended December 31, 2017. We continue to consider our foreign earnings indefinitely reinvested. Based on our capital, debt and liquidity position, there is no expected need for cash repatriation from foreign subsidiaries, and all cash held in foreign jurisdictions is considered permanently reinvested. These foreign earnings could become subject to additional taxes, such as withholding taxes and local country taxes, if they are repatriated to the United States.

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See Note 1114 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report for additional discussion of the Tax Act.

Business CombinationsIn accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”), the Acquisition was recorded using the acquisition method of accounting. We include the operating results of the Acquired Casinos from the date of acquisition. We recognize and measure the identifiable assets acquired, liabilities assumed and any non-controlling interest acquired at fair value at the acquisition date. The valuation of intangible assets requires management judgment, the utilization of independent valuation experts and often involves the use of significant estimates and assumptions with respect to timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other things. If the subsequent projections of the underlying business activity change compared with the assumptions and projections used to develop these fair values, we could record impairment charges. The valuation of intangible assets was determined using an income approach methodology. Our key assumptions used in valuing the intangible assets included projected future revenues, customer attrition rates and market recognition. The excess of total consideration transferred over the fair value of identifiable assets acquired and liabilities assumed was recognized as goodwill. Costs incurred as the result of the Acquisition other than costs related to the issuance of debt were recorded in the period the costs were incurred.

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, 2017. We attempt to limit our exposure to interest rate risk by managing the mix2020. The majority of our debt between fixed-rate and variable-rate obligations. Of our $56.7$184.6 million face value of debt outstanding as of December 31, 2017, $0.5 million is fixed-rate capital lease agreements, $22.8 million is fixed-rate debt using interest rate swap agreements and $33.4 million2020 is variable-rate debt. Each one percentage point change associated with the variable rate debt would result in a $0.2$0.7 million change to our annual cash interest expenses.

As of December 31, 2017,  our  three interest rate swap agreements totaled  $22.8 million. The difference to be paid or received under the terms of the interest rate swap agreements is accrued as interest rates change and recognized as an adjustment to interest expense for the related debt in the period incurred. Changes in the variable interest rates to be paid pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows.

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 significant 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, 2020 and 2019, the change in the relative value of the US dollar against all foreign currencies in which our foreign subsidiaries operate resulted in a $3.4 million and $5.0 million decrease in accumulated other comprehensive loss within shareholder’s equity, respectively.

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We translate revenue and expenses at each period’s average exchange rate on our consolidated statement of (loss) earnings 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. 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 2020, losses from operations were ($6.6) million. For the year ended December 31, 2020, 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 losses from operations of less than ($0.1) million.

As of December 31, 2020, 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/accountingfinancial 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, 2017.2020. Based on such evaluation, our principal executive officers and principal financial/accountingfinancial officer have concluded that as of December 31, 2017,2020, our disclosure controls and procedures were effective.

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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 of directors 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, 2017.2020. 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, 2017,2020, our internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 20172020 has been audited by Deloitte & ToucheGrant Thornton LLP, an independent registered public accounting firm, as stated in their report which is included herein on the following page.

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, 20172020 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

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61


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors ofand Shareholders

Century Casinos, Inc.

Colorado Springs, Colorado

Opinion on Internal Controlinternal control over Financial Reportingfinancial reporting

We have audited the internal control over financial reporting of Century Casinos, Inc. (a Delaware corporation) and subsidiaries (the "Company"“Company”) as of December 31, 2017,2020, based on criteria established in the 2013 Internal Control — Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on criteria established in the 2013 Internal Control — Control—Integrated Framework (2013) issued by COSO.

We also have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB)(“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2017, of the Company2020, and our report dated March 8, 2018,11, 2021 expressed an unqualified opinion on those financial statements.

Basis for Opinionopinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sManagement's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitationslimitations of Internal Controlinternal control over Financial Reportingfinancial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & ToucheGRANT THORNTON LLP

Denver, ColoradoSouthfield, Michigan

March 8, 201811, 2021

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Item 9B.Other Information.

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 20182021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 20172020 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 “Executive Officers of the Company.“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 Financial/Accounting Officer. A complete text of this Code of Business Conduct and Ethics is available on our web site (http://www.cnty.com)(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 web site.

Item 11.Executive Compensation.

The information required by this item will be included in our definitive proxy statement for our 20182021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 20172020 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 20182021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 20172020 and is incorporated herein by reference.

Information relating to securities authorized for issuance under equity compensation plans as of December 31, 20172020 is as follows:

 

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))

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)

(a)

(b)

(c)

Equity compensation plans approved by security holders (1)

1,517,329 (2)

4.99 (3)

3,332,032

1,965,271 (2)

$5.21 (3)

2,737,781

Equity compensation plans not approved by security holders

-

Total

1,517,329

$4.99

3,332,032

1,965,271

$5.21

2,737,781

(1)These plans consist of the 2005 Equity Incentive Plan, as amended (the “2005 Plan”), which expired in June 2015, and the 2016 Equity Incentive Plan (the “2016 Plan”), which was approved by our stockholders on June 9, 2016.

(2)As of December 31, 2020, there were (i) 1,203,052 shares of our common stock issuable upon exercise of outstanding options issued under the 2005 Plan, (ii) 75,000 shares of our common stock issuable upon exercise of outstanding options issued under the 2016 Plan, and (iii) 687,219 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 687,219.

(3)The weighted-average exercise price relates only to outstanding stock options.


(1)

These plans consist of the 2005 Equity Incentive Plan, as amended (the “2005 Plan”), which expired in June 2015, and the 2016 Equity Incentive Plan (the “2016 Plan”), which was approved by our stockholders in June 2016.

(2)

As of December 31, 2017, there were (i) 1,349,361 shares of our common stock issuable upon exercise of outstanding options issued under the 2005 Plan and (ii) 167,968 performance stock units (the “2016 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 2016 PSUs. Assuming maximum level performance for the 2016 PSUs, the number of shares of common stock would increase by 167,968.

(3)

The weighted-average exercise price relates only to outstanding stock options. 

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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 20182021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 20172020 and is incorporated herein by reference.

Item 14.Principal AccountantAccounting Fees and Services.

The information required by this item will be included in our definitive proxy statement for our 20182021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 20172020 and is incorporated herein by reference.


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PART IV

Item 15.Exhibits and Financial Statement Schedules.

(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

Equity Purchase Agreement, dated as of June 17, 2019, by and among Century Casinos, Inc., MTR Gaming Group, Inc., Isle of Capri Casinos LLC, VICI Properties L.P. and Eldorado Resorts, Inc. is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 17, 2019.

(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 for the quarter ended June 30, 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 by and between Century Casinos, Inc. and a trustee, relating to debt securities,– 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 May 26, 2017.July 7, 2020.

4.3

(10) Material ContractsForm 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 30, 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.

10.4

Preliminary Conditional Share Sale Agreement by and between Polskie Linie Lotnicze LOT S.A. and Century Casinos Europe GmbH, dated September 21, 2012, is hereby incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K dated December 31, 2012.

10.5

Share Sale Agreement by and between Polskie Linie Lotnicze LOT S.A. and Century Casinos Europe GmbH dated April 8, 2013, is hereby incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 9, 2013.

10.6A*

Employment Agreement by and between Century Casinos, Inc. and Erwin Haitzmann as restated on February 18, 2003, is hereby incorporated by reference to Exhibit 10.120 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

10.6B*

Amendment No. 1 to Employment Agreement by and between Century Casinos, Inc. and Erwin Haitzmann, dated February 3, 2005, is hereby incorporated by reference to Exhibit 10.143 to the Company’s Current Report on Form 8-K filed on February 10, 2005.

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10.6D*

Amendment No. 3 to Employment Agreement by and between Century Casinos, Inc. and Erwin Haitzmann, effective November 5, 2009, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2009.

10.6E*

Amendment No. 4 to Employment Agreement by and between Century Casinos, Inc. and Erwin Haitzmann, effective November 3, 2014, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 12, 2014.

10.6F*

Amendment to Employment Agreement, by and among Century Casinos, Inc., Century Resorts International Ltd., Century Casinos Europe GmbH and Erwin Haitzmann, effective September 30, 2015, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 6, 2015.

10.7A*

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 for the fiscal year ended December 31, 2002.

10.7B*

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.

10.7C*

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.

10.7D*

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.

10.7E*

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.

10.8A

Credit Agreement by and between Century Resorts Alberta Inc. and Century Casino Calgary Inc. and the Bank of Montreal, dated April 11, 2012, is hereby incorporated by reference to the Company’s Current Report on Form 8-K filed on May 29, 2012.

10.8B

Amended and Restated Credit Agreement, dated as of August 15, 2014, by and among Century Resorts Alberta Inc., Century Casino Calgary Inc. and the Bank of Montreal, is hereby incorporated by reference to Exhibit 10.8A to the Company’s Current Report on Form 8-K filed on August 19, 2014.

10.8C

First Amending Agreement to Amended and Restated Credit Agreement, by and among Century Resorts Alberta Inc., Century Casino Calgary Inc. and Bank of Montreal, effective September 30, 2015, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Filing on Form 10-Q filed on November 6, 2015.

10.8D

Second Amended and Restated Credit Agreement, dated September 30, 2016, by and among Century Resorts Alberta Inc., Century Casino Calgary Inc., Century Casino St. Albert Inc. and Bank of Montreal, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 6, 2016.

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10.910.8E*

Third Amended and Restated Credit Agreement, dated June 30, 2018, by and among Century Resorts Alberta, Inc., Century Casino St. Albert Inc., Century Mile Inc. and Bank of Montreal, is hereby incorporated by reference to the Company's Current Report on Form 8-K filed on August 28, 2018.

10.8F

First Amending Agreement, dated August 1, 2019, by and among Century Resorts Alberta Inc., Century Casino St. Albert Inc., Century Mile Inc. and Bank of Montreal, is hereby incorporated by reference to the Company’s Current Report on Form 8-K filed on August 1, 2019.

10.8G

Second Amending Agreement, dated October 31, 2019, by and among Century Resorts Alberta Inc., Century Casino St. Albert Inc., Century Mile Inc. and Bank of Montreal, is hereby incorporated by reference to the Company’s Quarterly Filing on Form 10-Q filed on November 4, 2019.

10.9*

Revised and Restated Management Agreement, effective September 30, 2006, by and between Century Resorts International Ltd, Century Casinos, Inc. and Flyfish Casino Consulting AG, is hereby incorporated by reference to Exhibit 10.176 to the Company’s Current Report on Form 8-K filed on October 19, 2006.

10.10*

Revised and Restated Management Agreement, effective September 30, 2006, by and between Century Resorts International Ltd, Century Casinos, Inc. and Focus Casino Consulting AG, is hereby incorporated by reference to Exhibit 10.177 to the Company’s Current Report on Form 8-K filed on October 19, 2006.

10.11*

Century Casinos, Inc. Amended and Restated 2005 Equity Incentive Plan, as amended and restated as of December 26, 2014, is hereby incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.


56


10.12*

Century Casinos, Inc. 2016 Equity Incentive Plan is hereby incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2016.

10.13A

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.

10.13B

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.

10.13C

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.

10.13D

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.

10.14*

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.

10.15

Share Purchase Agreement relating to Saw Close Casino Limited, by and among Century Casinos Europe GmbH, Global Gaming Ventures (Group) Limited, Saw Close Casino Limited and Anthony Wollenberg, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 22, 2017.

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.

67


10.17*

Employment Agreement by and between Century Casinos, Inc. and Margaret Stapleton, effective November 18, 2019 is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2019.

10.18A

Credit Agreement, dated as of December 6, 2019, among the Company, as borrower, the Company’s subsidiaries party thereto, Macquarie Capital Funding LLC, as swingline lender, administrative agent and collateral agent, Macquarie Capital (USA) Inc., as sole lead arranger and sole bookrunner, 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 December 9, 2019.

10.18B

Amendment No. 2 and Waiver to Credit Agreement, dated as of September 30, 2020, among the Company, as borrower, the Company’s subsidiaries party thereto, Macquarie Capital Funding LLC, as swingline lender, administrative agent and collateral agent, Macquarie Capital (USA) Inc., as sole lead arranger and sole bookrunner, and the Lenders and L/C Lenders party thereto, is hereby incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the SEC on October 16, 2020.

10.18C

Amendment No. 3 to Credit Agreement, dated as of December 15, 2020, among the Company, as borrower, the Company’s subsidiaries party thereto, and Macquarie Capital Funding LLC, as administrative agent, collateral agent and Lender, is hereby incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2020.

10.19

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.

10.20*

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.

(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

23.1

Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP

57


(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, PrincipalChief 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, PrincipalChief Financial Officer, pursuant to 18 U.S.C. Section 1350.

(99) Additional Exhibits

101.INS99.1

XBRL Instance DocumentGovernmental Regulation and Licensing

101.SCH

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.


58

68


SIGNATURES

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.

CENTURY CASINOS, INC.

By:/s/ Erwin Haitzmann

By:/s/ Peter Hoetzinger

Erwin Haitzmann, Chairman of the Board and
Co-Chief Executive Officer
(Co Principal Executive Officer)

Peter Hoetzinger, Vice Chairman of the Board,
Co-Chief Executive Officer and President
(Co Principal Executive Officer)

Date: March 9, 201811, 2021

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 9, 2018.11, 2021.

Signature

Title

Signature

Title

/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
and President

/s/ Dinah Corbaci

Dinah Corbaci

Director

/s/ Margaret Stapleton

Margaret Stapleton

Principal Financial/AccountingChief Financial Officer

/s/ Eduard Berger

Eduard Berger

Director

/s/ Timothy Wright

Timothy Wright

Chief Accounting Officer

59

69


Item 8.Financial Statements and Supplementary Data.

Index to Financial Statements

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.

-F1-

-F1-


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 sheet of Century Casinos, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2020, the related consolidated statements of (loss) earnings, comprehensive loss, equity, and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 11, 2021 expressed an unqualified opinion.


Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the 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 audit 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. Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing aseparate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill and Other Indefinite-Lived Intangible Assets Impairment Analysis – Mountaineer Casino, Racetrack & Resort, Century Casino Cape Girardeau, Century Casino Caruthersville and Century Casino St. Albert reporting units

The Company’s consolidated goodwill and other indefinite-lived intangible assets balances were $10.9 million and $31.8 million, respectively, as of December 31, 2020. The Company’s evaluation of goodwill and other indefinite-lived intangible assets for impairment involves comparing the estimated fair value of each reporting unit and other indefinite-lived intangible assetto its respective carrying value. If the carrying value exceeds the estimated fair value, an impairment loss is recorded for the difference. The Company recorded a non-cash impairment loss of $34.1 million related to the aforementioned reporting units during the year ended December 31, 2020.

We identified the goodwill and other indefinite-lived intangible assets impairment analysis, for the aforementioned reporting units, as a critical audit matter because management’s impairment analysis involved a high degree of auditor judgment due to the significant estimation required to determine the fair value of each reporting unit and indefinite-lived intangible asset. In particular, the fair value estimate was sensitive to significant assumptions, such as forecasted revenue, EBITDA, discount rates and the impact of the coronavirus pandemic on these assumptions.

-F2-


Our audit procedures related to goodwill and other indefinite-lived intangible assets impairment analysis, of the aforementioned reporting units, included the following among others. We tested the design and operating effectiveness of the Company’s internal controls over goodwill and other indefinite-lived intangible assets impairment assessment process, including evaluation of the valuation models and significant assumptions used. We tested the forecasted revenue and EBITDA by assessing the reasonableness of management’s forecasts compared to current results and forecasted industry trends. With the assistance of our valuation specialists, we assessed the discount rates.

/s/ GRANT THORNTON LLP

We have served as the Company's auditor since 2020.

Southfield, Michigan
March 11, 2021


-F3-


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of
Century Casinos, Inc.
Colorado Springs, Colorado

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetssheet of Century Casinos, Inc. and subsidiaries (the "Company") as of December 31, 2017 and 2016,2019, the related consolidated statements of (loss) earnings, comprehensive (loss) income, equity and cash flows for each of the threetwo years in the period ended December 31, 2017,2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016,2019, and the results of its operations and its cash flows for each of the threetwo years in the period ended December 31, 2017,2019, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited,Change in accordance withAccounting Principle

As discussed in Note 2 to the standards offinancial statements, effective January 1, 2019, the Public Company adopted FASB Accounting Oversight Board (United States) (PCAOB),Standards Update 2016-02, Leases. The Company used the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report datedMarch 8, 2018, expressed an unqualified opinionmodified retrospective transition method upon adoption, which had a material impact on the Company's internal control over financial reporting.statements.


Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the 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. 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.

/s/ Deloitte & Touche LLP

Denver, Colorado
March 12, 2020

March 8,  2018

We have served as the Company's auditor since 2013.from 2013 to 2020.


-F4-

-F2-


CENTURY CASINOS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31,

December 31,

Amounts in thousands, except for share and per share information

2020

2019

ASSETS

Current Assets:

Cash and cash equivalents

$

63,413

$

54,754

Receivables, net

8,237

11,371

Prepaid expenses

12,021

10,379

Inventories

1,660

2,046

Other current assets

1,020

816

Assets held for sale

8,271

Total Current Assets

94,622

79,366

Property and equipment, net

485,248

503,933

Leased right-of-use assets, net

34,074

37,040

Goodwill

10,901

32,936

Intangible assets, net

52,758

67,061

Deferred income taxes

861

2,447

Cost investment

1,000

Note receivable, net of current portion and unamortized discount

381

423

Deposits and other

1,915

2,694

Total Assets

$

680,760

$

726,900

LIABILITIES AND EQUITY

Current Liabilities:

Current portion of long-term debt

$

10,718

$

3,157

Current portion of operating lease liabilities

4,327

4,235

Current portion of finance lease liabilities

131

161

Accounts payable

12,857

5,200

Accrued liabilities

12,486

21,707

Accrued payroll

8,402

13,201

Taxes payable

10,766

8,575

Contingent liability (Note 17)

476

334

Total Current Liabilities

60,163

56,570

Long-term debt, net of current portion and deferred financing costs (Note 7)

173,832

175,806

Long-term financing obligation to VICI Properties, Inc. subsidiaries (Note 8)

278,940

275,605

Operating lease liabilities, net of current portion

32,277

42,942

Finance lease liabilities, net of current portion

83

217

Taxes payable and other

5,608

2,672

Deferred income taxes

2,874

1,013

Total Liabilities

553,777

554,825

Commitments and Contingencies (Note 17)

 

 



 

 

 

 

 

 



 

December 31,

 

 

December 31,

Amounts in thousands, except for share and per share information

 

2017

 

 

2016

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

74,677 

 

$

38,837 

Receivables, net

 

 

6,281 

 

 

4,706 

Prepaid expenses

 

 

1,482 

 

 

1,224 

Inventories

 

 

740 

 

 

568 

Restricted cash

 

 

1,023 

 

 

Other current assets

 

 

118 

 

 

613 

Total Current Assets

 

 

84,321 

 

 

45,948 



 

 

 

 

 

 

Property and equipment, net

 

 

152,778 

 

 

140,763 

Goodwill

 

 

15,162 

 

 

13,387 

Deferred income taxes

 

 

1,522 

 

 

1,705 

Casino licenses

 

 

15,065 

 

 

12,140 

Trademarks

 

 

1,859 

 

 

1,558 

Cost investment

 

 

1,000 

 

 

1,000 

Deposits and other

 

 

3,169 

 

 

1,337 

Total Assets

 

$

274,876 

 

$

217,838 



 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Current portion of long-term debt

 

$

5,697 

 

$

5,583 

Accounts payable

 

 

4,765 

 

 

1,864 

Accrued liabilities

 

 

10,434 

 

 

9,088 

Accrued payroll

 

 

6,894 

 

 

5,313 

Taxes payable

 

 

4,815 

 

 

4,661 

Contingent liability (Note 14)

 

 

1,833 

 

 

2,099 

Total Current Liabilities

 

 

34,438 

 

 

28,608 



 

 

 

 

 

 

Long-term debt, net of current portion and deferred financing costs (Note 7)

 

 

51,016 

 

 

50,026 

Taxes payable and other

 

 

2,104 

 

 

620 

Total Liabilities

 

 

87,558 

 

 

79,254 

Commitments and Contingencies  (Note 14)

 

 

 

 

 

 

See notes to consolidated financial statements.


-F5-

-F3-


CENTURY CASINOS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (continued)

December 31,

December 31,

Amounts in thousands, except for share and per share information

2020

2019

Equity:

Preferred stock; $0.01 par value; 20,000,000 shares authorized; 0 shares issued or outstanding

Common stock; $0.01 par value; 50,000,000 shares authorized; 29,575,962 and 29,500,327 shares issued and outstanding

296

295

Additional paid-in capital

115,570

115,784

Retained earnings

8,667

56,669

Accumulated other comprehensive loss

(6,379)

(9,442)

Total Century Casinos, Inc. Shareholders' Equity

118,154

163,306

Non-controlling interests

8,829

8,769

Total Equity

126,983

172,075

Total Liabilities and Equity

$

680,760

$

726,900



 

 

 

 

 

 



 

 

 

 

 

 



 

December 31,

 

 

December 31,

Amounts in thousands, except for share and per share information

 

2017

 

 

2016

Equity:

 

 

 

 

 

 

Preferred stock; $0.01 par value; 20,000,000 shares authorized; no shares issued or outstanding

 

 

 

 

Common stock; $0.01 par value; 50,000,000 shares authorized; 29,359,820 and 24,451,582 shares issued and outstanding

 

 

294 

 

 

245 

Additional paid-in capital

 

 

113,068 

 

 

78,174 

Retained earnings

 

 

72,662 

 

 

66,386 

Accumulated other comprehensive loss

 

 

(6,127)

 

 

(12,609)

Total Century Casinos, Inc. shareholders' equity

 

 

179,897 

 

 

132,196 

Non-controlling interests

 

 

7,421 

 

 

6,388 

Total Equity

 

 

187,318 

 

 

138,584 

Total Liabilities and Equity

 

$

274,876 

 

$

217,838 

See notes to consolidated financial statements.

-F6-

-F4-


CENTURY CASINOS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF (LOSS) EARNINGS

 

For the year

 

ended December 31,

Amounts in thousands, except for per share information

2020

2019

2018

Operating revenue:

Gaming

$

253,281

$

176,866

$

140,301

Hotel

5,910

2,521

1,986

Food and beverage

16,194

20,022

15,742

Other

28,883

18,818

10,909

Net operating revenue

304,268

218,227

168,938

Operating costs and expenses:

Gaming

131,563

92,749

73,328

Hotel

2,125

906

727

Food and beverage

15,962

19,482

15,854

General and administrative

99,547

82,980

60,194

Depreciation and amortization

26,534

10,843

9,399

Impairment - intangible and tangible assets

35,121

16,486

(Gain) on sale of casino operations (Note 1)

(6,457)

Total operating costs and expenses

304,395

223,446

159,502

(Loss) earnings from equity investment

(1)

23

(Loss) earnings from operations

(127)

(5,220)

9,459

Non-operating income (expense):

Interest income

6

21

103

Interest expense

(43,104)

(8,250)

(4,217)

(Loss) gain on foreign currency transactions, cost recovery income and other

(63)

1,482 

578 

Non-operating (expense) income, net

(43,161)

(6,747)

(3,536)

(Loss) earnings before income taxes

(43,288)

(11,967)

5,923 

Income tax expense

(4,848)

(4,174)

(1,917)

Net (loss) earnings

(48,136)

(16,141)

4,006

Net loss (earnings) attributable to non-controlling interests

134 

(3,014)

(612)

Net (loss) earnings attributable to Century Casinos, Inc. shareholders

$

(48,002)

$

(19,155)

$

3,394

(Loss) earnings per share attributable to Century Casinos, Inc. shareholders:

Basic

$

(1.62)

$

(0.65)

$

0.12

Diluted

$

(1.62)

$

(0.65)

$

0.11

Weighted average shares outstanding - basic

29,559

29,452

29,401

Weighted average shares outstanding - diluted

29,559

29,452

29,962

See notes to consolidated financial statements.

-F7-


CENTURY CASINOS, INC. AND SUBSIDIARIES



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

   

 

For the year

   

 

ended December 31,

Amounts in thousands, except for per share information

 

2017

 

2016

 

2015

Operating revenue:

 

 

 

 

 

 

 

 

 

Gaming

 

$

137,871 

 

$

123,355 

 

$

116,933 

Hotel

 

 

1,943 

 

 

1,906 

 

 

1,681 

Food and beverage

 

 

14,513 

 

 

12,500 

 

 

12,003 

Termination of concession agreements

 

 

 

 

 

 

3,365 

Other

 

 

10,128 

 

 

10,416 

 

 

8,201 

Gross revenue

 

 

164,455 

 

 

148,177 

 

 

142,183 

Less: Promotional allowances

 

 

(10,386)

 

 

(8,943)

 

 

(8,449)

Net operating revenue

 

 

154,069 

 

 

139,234 

 

 

133,734 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Gaming

 

 

66,364 

 

 

58,928 

 

 

56,364 

Hotel

 

 

660 

 

 

541 

 

 

561 

Food and beverage

 

 

12,959 

 

 

10,945 

 

 

10,267 

General and administrative

 

 

50,526 

 

 

44,306 

 

 

42,747 

Depreciation and amortization

 

 

8,945 

 

 

8,349 

 

 

7,999 

Total operating costs and expenses

 

 

139,454 

 

 

123,069 

 

 

117,938 

Earnings from operations

 

 

14,615 

 

 

16,165 

 

 

15,796 

Non-operating income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

 

92 

 

 

72 

 

 

38 

Interest expense

 

 

(3,661)

 

 

(3,160)

 

 

(3,315)

Gain on foreign currency transactions, cost recovery income and other

 

 

1,405 

 

 

2,523 

 

 

2,126 

Non-operating (expense) income, net

 

 

(2,164)

 

 

(565)

 

 

(1,151)

Earnings before income taxes

 

 

12,451 

 

 

15,600 

 

 

14,645 

Income tax expense

 

 

(4,560)

 

 

(1,787)

 

 

(1,654)

Net earnings

 

 

7,891 

 

 

13,813 

 

 

12,991 

Net earnings attributable to non-controlling interests

 

 

(1,632)

 

 

(4,598)

 

 

(1,471)

Net earnings attributable to Century Casinos, Inc. shareholders

 

$

6,259 

 

$

9,215 

 

$

11,520 



 

 

 

 

 

 

 

 

 

Earnings per share attributable to Century Casinos, Inc. shareholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.25 

 

$

0.38 

 

$

0.47 

Diluted

 

$

0.24 

 

$

0.37 

 

$

0.47 

Weighted average shares outstanding - basic

 

 

25,068 

 

 

24,435 

 

 

24,395 

Weighted average shares outstanding - diluted

 

 

25,559 

 

 

24,668 

 

 

24,435 



 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 

For the year

ended December 31,

Amounts in thousands

2020

2019

2018

 

Net (loss) earnings

$

(48,136)

$

(16,141)

$

4,006

Other comprehensive (loss) income

Foreign currency translation adjustments

3,415

4,975

(8,960)

Other comprehensive income (loss)

3,415

4,975

(8,960)

Comprehensive loss

$

(44,721)

$

(11,166)

$

(4,954)

Comprehensive (loss) income attributable to non-controlling interests

Net loss (earnings) attributable to non-controlling interests

134

(3,014)

(612)

Foreign currency translation adjustments

(352)

(174)

844

Comprehensive loss attributable to Century Casinos, Inc. shareholders

$

(44,939)

$

(14,354)

$

(4,722)

See notes to consolidated financial statements.

-F58-


CENTURY CASINOS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEEQUITY



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

   

 

For the year



 

ended December 31,

   

 

 

 

 

 

 

 

 

 

Amounts in thousands

 

2017

 

2016

 

2015

   

 

 

 

 

 

 

 

 

 

Net earnings

 

$

7,891 

 

$

13,813 

 

$

12,991 



 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

7,944 

 

 

(390)

 

 

(9,853)

Other comprehensive income

 

 

7,944 

 

 

(390)

 

 

(9,853)

Comprehensive income

 

$

15,835 

 

$

13,423 

 

$

3,138 



 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

Net earnings attributable to non-controlling interests

 

 

(1,632)

 

 

(4,598)

 

 

(1,471)

Foreign currency translation adjustments

 

 

(1,462)

 

 

464 

 

 

941 

Comprehensive income attributable to Century Casinos, Inc. shareholders

 

$

12,741 

 

$

9,289 

 

$

2,608 



 

 

 

 

 

 

 

 

 

For the year

ended December 31,

Amounts in thousands, except for share information

2020

2019

2018

Common Stock

Balance, beginning of period

$

295

$

294

$

294

Exercise of options

1

Performance stock unit issuance

1

Balance, end of period

296

295

294

Additional Paid-in Capital

Balance, beginning of period

$

115,784

$

114,214

$

113,068

Amortization of stock-based compensation

(214)

1,303

868

Incremental costs of common stock issuance

(59)

Exercise of options

267

337

Balance, end of period

115,570

115,784

114,214

Accumulated Other Comprehensive Loss

Balance, beginning of period

$

(9,442)

$

(14,243)

$

(6,127)

Foreign currency translation adjustment

3,063

4,801

(8,116)

Balance, end of period

(6,379)

(9,442)

(14,243)

Retained Earnings

Balance, beginning of period

$

56,669

$

76,056

$

72,662

Net (loss) earnings

(48,002)

(19,155)

3,394

Cumulative effect of accounting change (1)

(232)

Balance, end of period

8,667

56,669

76,056

Total Century Casinos, Inc. Shareholders' Equity

$

118,154

$

163,306

$

176,321

Noncontrolling Interests

Balance, beginning of period

$

8,769

$

7,062

$

7,421

Net (loss) earnings

(134)

3,014

612

Foreign currency translation adjustment

352

174

(844)

Distribution to non-controlling interest

(158)

(989)

(572)

Cumulative effect of accounting change (1)

(49)

Changes in non-controlling interest (2)

(443)

445

Balance, end of period

8,829

8,769

7,062

Total Equity

$

126,983

$

172,075

$

183,383

Common shares issued

75,635

61,148

79,359

(1)In January 2019, the Company recognized the cumulative effect of the accounting change related to the adoption of Accounting Standards Update 2016-09. See notes toNote 11 of the consolidated financial statements. for further details on the adoption of this accounting standard.

(2)In May 2019, the Company sold its interest in Golden Hospitality Limited (“GHL”) to the unaffiliated shareholders of GHL resulting in a $0.4 million decrease to non-controlling interests on the Company’s consolidated balance sheet as of December 31, 2019. In July 2019, the Company purchased the remaining 25% non-controlling interest in Century Bets!, Inc. resulting in a less than $0.1 million decrease to non-controlling interest on the Company’s consolidated balance sheet as of December 31, 2019. In April 2018, non-controlling shareholders purchased a 49% interest in GHL resulting in a $0.4 million increase to non-controlling interest on the Company’s consolidated balance sheet as of December 31, 2018.

-F9-

-F6-


CENTURY CASINOS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITYCASH FLOWS



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts in thousands, except share information

Common Shares

 

 

Common
Stock

 

 

Additional
Paid-in
Capital

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Retained

Earnings

 

 

Total Century Casinos Shareholders' Equity

 

 

Noncontrolling Interests

 

 

Total Equity

BALANCE AT January 1, 2015

24,381,057 

 

$

244 

 

$

76,169 

 

$

(3,636)

 

$

45,651 

 

$

118,428 

 

$

3,998 

 

$

122,426 

Net earnings

 

 

 

 

 

 

 

 

11,520 

 

 

11,520 

 

 

1,471 

 

 

12,991 

Foreign currency translation  adjustment

 

 

 

 

 

 

(8,912)

 

 

 

 

(8,912)

 

 

(941)

 

 

(9,853)

Amortization of stock-based compensation

 

 

 

 

1,641 

 

 

 

 

 

 

1,641 

 

 

 

 

1,641 

Distribution to non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

(507)

 

 

(507)

Exercise of stock options

33,026 

 

 

 

 

89 

 

 

 

 

 

 

89 

 

 

 

 

89 

Conversion of CDR equity (Note 1)

 

 

 

 

(581)

 

 

(135)

 

 

 

 

(716)

 

 

716 

 

 

BALANCE AT December 31, 2015

24,414,083 

 

$

244 

 

$

77,318 

 

$

(12,683)

 

$

57,171 

 

$

122,050 

 

$

4,737 

 

$

126,787 

Net earnings

 

 

 

 

 

 

 

 

9,215 

 

 

9,215 

 

 

4,598 

 

 

13,813 

Foreign currency translation adjustment

 

 

 

 

 

 

74 

 

 

 

 

74 

 

 

(464)

 

 

(390)

Amortization of stock-based compensation

 

 

 

 

759 

 

 

 

 

 

 

759 

 

 

 

 

759 

Distribution to non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

(2,483)

 

 

(2,483)

Exercise of stock options

37,499 

 

 

 

 

97 

 

 

 

 

 

 

98 

 

 

 

 

98 

BALANCE AT December 31, 2016

24,451,582 

 

$

245 

 

$

78,174 

 

$

(12,609)

 

$

66,386 

 

$

132,196 

 

$

6,388 

 

$

138,584 

Cumulative effect of accounting

change (1)

 

 

 

 

(17)

 

 

 

 

17 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

6,259 

 

 

6,259 

 

 

1,632 

 

 

7,891 

Foreign currency translation adjustment

 

 

 

 

 

 

6,482 

 

 

 

 

6,482 

 

 

1,462 

 

 

7,944 

Amortization of stock-based compensation

 

 

 

 

669 

 

 

 

 

 

 

669 

 

 

 

 

669 

Distribution to non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

(2,061)

 

 

(2,061)

Issuance of common stock, net of incremental direct costs

4,887,500 

 

 

49 

 

 

34,210 

 

 

 

 

 

 

34,259 

 

 

 

 

34,259 

Exercise of stock options

20,738 

 

 

 

 

32 

 

 

 

 

 

 

32 

 

 

 

 

32 

BALANCE AT December 31, 2017

29,359,820 

 

$

294 

 

$

113,068 

 

$

(6,127)

 

$

72,662 

 

$

179,897 

 

$

7,421 

 

$

187,318 

 

For the year

ended December 31,

Amounts in thousands

2020

2019

2018

Cash Flows provided by Operating Activities:

Net (loss) earnings

$

(48,136)

$

(16,141)

$

4,006

Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:

Depreciation and amortization

26,534

10,843

9,399

Lease amortization

3,661

5,904

Loss on disposition of fixed assets

24

902

1,299

Adjustment of contingent liability (Note 17)

51

(484)

125

Unrealized loss on interest rate swaps

169

87

Amortization of stock-based compensation expense

(214)

1,303

868

Amortization of deferred financing costs and discount on note receivable

1,614

551

122

Impairment (Note 4, Note 5 and Note 6)

35,121

16,486

Gain on deconsolidated subsidiary, excluding cash (Note 1)

(7,848)

Gain on sale of operations (Note 1)

(6,457)

Deferred taxes

3,448

110

(22)

Other

1

17

(23)

Changes in Operating Assets and Liabilities:

Receivables, net

2,502

(1,462)

836

Prepaid expenses and other assets

(1,250)

(4,492)

(1,674)

Accounts payable

4,640

(4,319)

1,533

Other current and long-term liabilities

(4,201)

5,417

4,189

Inventories

349

(80)

(202)

Other operating liabilities

(1,282)

1,636

Accrued payroll

(4,970)

2,819

703

Taxes payable

4,136

2,519

446

Contingent liability payment

(999)

Net cash provided by operating activities

9,005

18,780

22,329

Cash Flows used in Investing Activities:

Purchases of property and equipment

(10,705)

(24,038)

(56,774)

Acquisition of Mountaineer Casino, Racetrack & Resort, Century Casino Cape Girardeau and Century Casino Caruthersville (Note 3)

(1,157)

(96,629)

Acquisition of non-controlling interest of Century Bets!, Inc. (Note 1)

(44)

Acquisition of Golden Hospitality Ltd., net of $0.2 million cash acquired (Note 1 and Note 4)

(337)

Investment in Minh Chau Ltd. (Note 1 and Note 4)

(640)

Proceeds from disposition of assets

19

Proceeds from Century Casino Calgary Sale (net of $0.9 million cash assumed by buyer) (Note 1)

6,575

Note receivable proceeds

25

Net cash used in investing activities

(5,287)

(120,686)

(57,732)

(1)

Cumulative effect of accounting change relates to the adoption of Accounting Standards Update 2016-09. See Note 2 of the consolidated financial statements for further details on the adoption of this accounting standard.

-F10-

-F7-


CENTURY CASINOS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



 

 

 

 

 

 

 

 

 

 

 

For the year



 

ended December 31,

Amounts in thousands

 

2017

 

2016

 

2015



 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net earnings

 

$

7,891 

 

$

13,813 

 

$

12,991 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

8,945 

 

 

8,349 

 

 

7,999 

Loss on disposition of fixed assets

 

 

767 

 

 

330 

 

 

514 

Adjustment of contingent liability (Note 14)

 

 

150 

 

 

54 

 

 

(859)

Unrealized (gain) loss on interest rate swaps

 

 

(413)

 

 

(79)

 

 

214 

Amortization of stock-based compensation expense

 

 

669 

 

 

759 

 

 

1,641 

Amortization of deferred financing costs

 

 

149 

 

 

129 

 

 

105 

Deferred taxes (benefit)

 

 

183 

 

 

(196)

 

 

(1,305)

Changes in Operating Assets and Liabilities, Net of Acquisition:

 

 

 

 

 

 

 

 

 

Receivables, net

 

 

(1,449)

 

 

(1,417)

 

 

(1,139)

Prepaid expenses and other assets

 

 

(1,734)

 

 

(1,583)

 

 

1,370 

Accounts payable

 

 

(531)

 

 

(196)

 

 

(396)

Accrued liabilities

 

 

2,896 

 

 

2,540 

 

 

(1,307)

Inventories

 

 

(127)

 

 

(1)

 

 

14 

Other operating assets

 

 

 

 

(20)

 

 

Other operating liabilities

 

 

173 

 

 

 

 

Accrued payroll

 

 

1,307 

 

 

1,162 

 

 

343 

Taxes payable

 

 

1,410 

 

 

(1,350)

 

 

(725)

Contingent liability payment

 

 

(840)

 

 

 

 

(159)

Net cash provided by operating activities

 

 

19,446 

 

 

22,299 

 

 

19,309 



 

 

 

 

 

 

 

 

 

Cash Flows used in Investing Activities:

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(11,127)

 

 

(7,104)

 

 

(18,875)

Acquisition of Century Casino St. Albert (net of cash acquired) (Note 3)

 

 

(1,494)

 

 

(19,735)

 

 

Acquisition of Saw Close Casino, Ltd. licenses (Note 1)

 

 

(398)

 

 

 

 

Proceeds from disposition of assets

 

 

23 

 

 

10 

 

 

698 

Net cash used in investing activities

 

 

(12,996)

 

 

(26,829)

 

 

(18,177)

-F8-


CENTURY CASINOS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

 

 

 

 

 

 

 

For the year

For the year

 

ended December 31,

ended December 31,

Amounts in thousands

 

2017

 

2016

 

2015

2020

2019

2018

 

 

 

 

 

 

 

 

 

Cash Flows provided by Financing Activities:

 

 

 

 

 

 

Proceeds from borrowings

 

2,680 

 

22,788 

 

12,043 

17,351

186,217

16,192

Principal payments

 

(5,686)

 

(5,165)

 

(7,205)

(13,188)

(61,546)

(8,339)

Payment of deferred financing costs

 

 

(266)

 

(876)

(10,080)

(395)

Distribution to non-controlling interest

 

(2,043)

 

(1,897)

 

(507)

(158)

(989)

(642)

Common stock issuance

 

34,259 

 

 

Proceeds from exercise of stock options

 

 

32 

 

 

97 

 

 

89 

267

337

Net cash provided by financing activities

 

 

29,242 

 

 

15,557 

 

 

4,420 

3,129

113,869

7,153

 

 

 

Effect of Exchange Rate Changes on Cash

 

$

1,732 

 

$

(1,575)

 

$

(1,301)

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash

$

1,190

$

(2,607)

$

(1,910)

 

 

 

 

 

 

 

 

 

Increase in Cash, Cash Equivalents and Restricted Cash

 

$

37,424 

 

$

9,452 

 

$

4,251 

Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash

$

8,037

$

9,356

$

(30,160)

 

 

 

 

 

 

 

 

 

Cash, Cash Equivalents and Restricted Cash at Beginning of Period

 

$

39,020 

 

$

29,568 

 

$

25,317 

$

55,640

$

46,284

$

76,444

Cash, Cash Equivalents and Restricted Cash at End of Period

 

$

76,444 

 

$

39,020 

 

$

29,568 

$

63,677

$

55,640

$

46,284

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

Interest paid

 

$

5,187 

 

$

2,729 

 

$

1,684 

$

38,832

$

6,500

$

4,361

Income taxes paid

 

$

2,893 

 

$

4,051 

 

$

2,465 

$

2,607

$

3,019

$

2,794

Income tax refunds

$

1,242

$

$

 

 

 

 

 

 

 

 

 

Non-Cash Investing Activities:

 

 

 

 

 

 

Purchase of property and equipment on account

 

$

3,676 

 

$

479 

 

$

1,211 

$

867

$

1,140

$

2,563

Conversion of CDR equity (Note 1)

 

$

 

$

 

$

716 

Non-Cash Financing Activities:

 

 

 

 

 

 

 

 

 

Assets acquired under capital lease obligation

 

$

145 

 

$

560 

 

 

800 

Distributions payable to non-controlling shareholders

 

$

604 

 

$

586 

 

$

See notes to consolidated financial statements.

-F11-

-F9-


CENTURY CASINOS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Century Casinos, Inc. (the “Company”) is an internationala casino entertainment company. Ascompany with operations primarily in North America. The Company’s operations as of December 31, 2017, the Company owned casino operations in North America; held a majority ownership interest in six casinos throughout Poland, a racetrack and entertainment center (“REC”) in Canada and the pari-mutuel off-track betting network in southern Alberta, Canada; managed cruise ship-based casinos on international waters and provided gaming services in Argentina.2020 are detailed below.

The Company currently owns, operates and manages the following casinos through wholly-owned subsidiaries in North America:

·

The Century Casino & Hotel in Edmonton, Alberta, Canada

·

The Century Casino St. Albert in Edmonton, Alberta, Canada

·

The Century Casino Calgary in Calgary, Alberta, Canada

·

The Century Casino & Hotel in Central City, Colorado; and

·

The Century Casino & Hotel in Cripple Creek, Colorado

The Century Casino & Hotel in Central City, Colorado (“CTL”)

The Century Casino & Hotel in Cripple Creek, Colorado (“CRC”)

Mountaineer Casino, Racetrack & Resort in New Cumberland, West Virginia (“Mountaineer” or “MTR”) (1)

The Century Casino Cape Girardeau, Missouri (“Cape Girardeau” or “CCG”) (1)

The Century Casino Caruthersville, Missouri (“Caruthersville” or “CCV”) (1)

The Century Casino & Hotel in Edmonton, Alberta, Canada (“Century Resorts Alberta” or “CRA”)

The Century Casino St. Albert in St. Albert, Alberta, Canada (“CSA”); and

Century Mile Racetrack and Casino in Edmonton, Alberta, Canada (“CMR” or “Century Mile”)

(1)VICI Properties Inc. (“VICI PropCo”) owns the real estate assets.

On December 1, 2020, the Company sold the casino operations of Century Casino Calgary (“CAL”). The Company continues to operate Century Sports, a sports bar, bowling and entertainment facility located on the property. In addition, the Company leases the underlying real estate to the purchaser. See below in Note 1 for additional information about CAL.

On March 17, 2020, the Company announced that it had permanently closed Century Casino Bath (“CCB”). CCB voluntarily surrendered its casino gaming license on April 28, 2020 and entered into a creditors voluntary liquidation on May 6, 2020. See below in Note 1 for additional information about CCB.

Mountaineer, Cape Girardeau and Caruthersville (the “Acquired Casinos”) were acquired on December 6, 2019 from Eldorado Resorts, Inc. (“Eldorado Resorts”) (the “Acquisition”). See Note 3 for additional information about the Acquired Casinos and the Acquisition.

Century Bets!, Inc. (“CBS” or “Century Bets”) operates the pari-mutuel off-track betting network in southern Alberta, Canada. Prior to August 2019, the Company had a 75% controlling financial interest in CBS through its wholly-owned subsidiary Century Resorts Management GmbH (“CRM”). In August 2019, the Company purchased the remaining 25% non-controlling financial interest from Rocky Mountain Turf Club for CAD 0.2 million ($0.2 million based on the exchange rate in effect on August 5, 2019), resulting in CBS becoming a wholly-owned subsidiary.

The Company currently has a controlling financial interest through its subsidiary Century Casinos Europe GmbH (“CCE”)CRM in the following majority-owned subsidiaries:

·

The Company owns 66.6% of Casinos Poland Ltd. (“CPL” or “Casinos Poland”

The Company owns 75% of United Horsemen of Alberta Inc. dba Century Downs Racetrack and Casino (“CDR” or “Century Downs”). CDR operates Century Downs Racetrack and Casino, a racing and entertainment center (“REC”). As of December 31, 2017, CPL owned and operated six casinos throughout Poland. CPL is consolidated as a majority-owned subsidiary for which the Company has a controlling financial interest. Polish Airports Company (“Polish Airports”) owns the remaining 33.3% of CPL, which is reported as a non-controlling financial interest.

·

The Company owns 75% of United Horsemen of Alberta Inc. dba Century Downs Racetrack and Casino (“CDR” or “Century Downs”). CDR operates Century Downs Racetrack and Casino, a REC in Balzac, a north metropolitan area of Calgary, Alberta, Canada. CDR is consolidated as a majority-owned subsidiary for which the Company has a controlling financial interest. The remaining 25% is owned by unaffiliated shareholders and is reported as a non-controlling financial interest. The casino and racetrack at CDR opened in April 2015.

In March 2015, CCE converted CAD 11.0 million that it had loaned to CDR into an additional 60% ownership interest in CDR. As a result of the conversion, the Company recognized $0.6 million in additional paid-in-capitalhas a controlling financial interest. The remaining 25% is owned by unaffiliated shareholders and $0.1 million in accumulated other comprehensive income that was previously attributed tois reported as a non-controlling financial interest.

·

The Company owns 75% of Century Bets! Inc. (“CBS” or “Century Bets”). CBS is consolidated as a majority-owned subsidiary for which the Company has a controlling financial interest. Rocky Mountain Turf Club (“RMTC”) owns the remaining 25% of CBS, which is reported as a non-controlling financial interest. CBS began operating the pari-mutuel off-track betting network in southern Alberta in May 2015.

The Company owns 66.6% of Casinos Poland Ltd. (“CPL” or “Casinos Poland”). As of December 31, 2020, CPL owned 8 casinos throughout Poland. CPL is consolidated as a majority-owned subsidiary for which the Company has a controlling financial interest. Polish Airports Company (“Polish Airports”) owns the remaining 33.3% of CPL, which is reported as a non-controlling financial interest. The Company was in preliminary discussions with Totalizator Sportowy, Poland’s state-run gambling operator, regarding a potential sale of its interests in Casinos Poland; however, discussions have been suspended and may not resume.

-F12-


The Company has the following concession, management and consulting service agreements:

·

As of December 31, 2017, the Company operated 14 ship-based casinos through concession agreements with four cruise lines. In May 2017, the Company began operating the ship-based casino onboard the Mein Schiff 6, a new 2,500 passenger cruise ship. The concession agreements to operate the ship-based casinos onboard the Mein Schiff 1 and Mein Schiff 2 will end in the second quarter of 2018 and first quarter of 2019, respectively, when the ships are transferred from the TUI Cruises fleet to another cruise line.

-F10-


In connection withAs of December 31, 2020, the Company had a concession agreement with Diamond Cruise International Co., Ltd.TUI Cruises to operate 4 ship-based casinos. The ship-based casinos are not operating due to the coronavirus (“Diamond”COVID-19”) for the operation of the ship-based casino onboard the Glory Sea, thepandemic. The agreement ends in June 2022.

The Company, hadthrough its subsidiary CRM, has a 7.5% ownership interest in Mendoza Central Entretenimientos S.A, an Argentina company (“MCE”). In addition, CRM and MCE have entered into a cooperationconsulting services agreement with Dynamic Partners International, Ltd.pursuant to which CRM provides advice on casino matters and receives a service fee consisting of a fixed fee plus a percentage of MCE’s earnings before interest, taxes, depreciation and amortization (“Dynamic”EBITDA”) in 2016.. In November 2017, both parties mutually agreedMarch 2020, the Company impaired the $1.0 million MCE investment and wrote-down a $0.3 million receivable related to terminateMCE due to assessments made related to the cooperation agreement. Under this agreement, Dynamic marketed and promoted the casino to VIP players along with facilitating the concession agreement with Diamond. impact of COVID-19 on MCE. See Note 4 for additional information regarding MCE.

The Company, will continue to operate the ship-based casino onboard the Glory Sea.

In March 2015, the Company mutually agreed with Norwegian Cruise Line Holdingsthrough its subsidiary CRM, had a 51% ownership interest in Golden Hospitality Ltd. (“Norwegian”) to terminate its concession agreements with Oceania Cruises (“Oceania”) and Regent Seven Seas Cruises (“Regent”), indirect subsidiaries of Norwegian, effective June 1, 2015 (the “Termination Agreement”GHL”). The Company transitioned operationssold its interest in GHL to the unaffiliated shareholders of GHL in May 2019 for a $0.7 million non-interest bearing promissory note. The Company recognized a loss on the eight ship-based casinos that it operated onboard Oceania and Regent vessels to Norwegian in the second quartersale of 2015. As consideration for the early terminationits investment of the concession agreements, the Company received $4.0less than $0.1 million in June 2015general and recorded this amountadministrative expenses on its consolidated statement of (loss) earnings under operating revenue net of $0.6 million related to assets that were sold to Norwegian as partfor the year ended December 31, 2019. The sale of the Termination Agreement.Company’s equity interest in GHL also ended its equity interest in Minh Chau Ltd. (“MCL”). See Note 4 for additional information regarding GHL and MCL.

Recent Developments Related to COVID-19

In late 2019, an outbreak of COVID-19 was identified in China and has since spread throughout much of the world. The COVID-19 pandemic had an adverse effect on the Company’s 2020 results of operations and financial condition, and the Company also hadexpects this situation will continue to have an adverse impact on its results into 2021. The duration and impact of the COVID-19 pandemic otherwise remains uncertain. The table below provides a two-year consulting agreement, which became effective on June 1, 2015, undersummary of the time periods in which the Company provided limited consulting services forclosed its casinos, hotels and other facilities to comply with quarantines issued by governments to contain the ship-based casinosspread of Oceania and Regent in exchange for receiving a consulting fee of $2.0 million, which was payable $250,000 per quarter through May 2017.COVID-19.

·

The Company, through its subsidiary CCE, has a 7.5% ownership interest in Mendoza Central Entretenimientos S.A, an Argentina company (“MCE”). The shares are reported on the consolidated balance sheet using the cost method of accounting. MCE has an exclusive concession agreement with Instituto Provincial de Juegos y Casinos to lease slot machines

Operating Segment

Closure Date

Reopen Date

Gaming Floor Open

Colorado

March 17

June 15 and provide related services to Casino de Mendoza, a casino located in Mendoza, Argentina and owned by the Province of Mendoza. In addition, CCE and MCE have entered into a consulting services agreement pursuant to which CCE provides advice on casino matters and receives a service fee consisting of a fixed fee plus a percentage of MCE’s earnings before interest, taxes, depreciation and amortization (“EBITDA”). See Note 4 for additional information related to MCE.June 17

82% (1)

Missouri

March 17

June 1

94%

West Virginia

March 17

June 5

85%

Edmonton

March 17

June 13

71% (2)

December 13

Currently Closed

Calgary

March 17

June 13

71% (2)

December 13

Currently Closed

Poland

March 13

May 18

69% (3)

December 29

February 12, 2021

·

The Company had a management agreement to direct the operation of the casino at the Hilton Aruba Caribbean Resort & Casino from which the Company received a monthly management fee. The management agreement ended November 30, 2017.

(1)CRC’s slot floor is fully open. CTL’s slot floor is 71% open due to a county variance requiring every other machine to be powered off. Table games at CRC were closed from June to December 2020. Table games at CTL were closed from June to September 2020 and closed again in December 2020. When table games at CTL were open, there were restrictions on the number of gaming positions. CRC and CTL reopened table games in February 2021 with restrictions on the number of gaming positions.

(2)Percentage of the gaming floor open prior to the closure in December 2020. Prior to the second closure in December 2020, slot floors were open with restrictions on the number of slot machines operating. Table games were opened from September 2020 to November 2020 with restrictions on the number of gaming positions. 

(3)CPL’s slot floors are fully open. Table games are open with restrictions on the number of gaming positions.

The Company’s casinos have varied their operations based on the governmental health and safety requirements in the jurisdictions in which they are located. These include capacity and gaming floor restrictions and limited hours of operation.


-F13-


The Company also hascontinues to monitor its liquidity in light of the uncertainty resulting from COVID-19. The Company plans to continue to reduce marketing and operational expenditures where possible. The Company’s 2021 planned capital expenditure projects will be evaluated throughout the year and postponed to 2022 if necessary and permitted under its agreements. In March 2020, as a proactive measure to increase its cash position and preserve financial flexibility, the Company borrowed an additional projects$9.95 million on its revolving credit facility (the “Revolving Facility”) under development,its credit facility (“Macquarie Credit Agreement”) with Macquarie Capital (“Macquarie”) and $7.4 million on its credit agreement with UniCredit Bank Austria AG (“UniCredit”). The Revolving Facility was repaid in July 2020 except for a $50,000 letter of credit that the Company cash collateralized. See Note 7 for further discussion of the Macquarie Credit Agreement and the UniCredit credit agreement, including discussion of an amendment to the following,Macquarie Credit Agreement that, among others:other things, waives compliance with a financial covenant under the Macquarie Credit Agreement.

·

The Company is building a horse racing facility in the Edmonton market area, which it is planning to operate as Century Mile Racetrack and Casino. Century Mile will be a one-mile horse racetrack and a multi-level REC. The project is located on Edmonton International Airport land close to the city of Leduc, south of Edmonton. The Company began construction on the Century Mile project in July 2017 and estimates that it will be completed in early 2019.

·

In June 2017, the Company, through its subsidiary CCE, acquired casino licenses held by Saw Close Casino Ltd. (“SCCL”) in Bath, England (the “SCCL License Acquisition”). The Company is planning to develop and operate a 15,000 square foot casino using the casino licenses. The casino is expected to include approximately 35 slot machines, 18 table games and 24 automated live gaming terminals. The Company estimates that the casino will open in the second quarter of 2018, subject to the receipt of certain regulatory and governmental approvals.

·

In August 2017, the Company announced that, together with the owner of the Hamilton Princess Hotel & Beach Club in Hamilton, Bermuda, it had submitted a license application to the Bermudan government for a casino at the Hamilton Princess Hotel & Beach Club. The casino will feature approximately 200 slot machines, 17 live table games, one or more electronic table games and a high limit area and salon privé. In September 2017, the Bermuda Casino Gaming Commission granted a provisional casino gaming license, which is subject to certain conditions and approvals including the adoption of certain rules and regulations by the Parliament of Bermuda. CCE has entered into a long-term management agreement with the owner of the hotel to manage the operations of the casino and receive a management fee if the license is awarded. CCE will also provide a $5.0 million loan for the purchase of casino equipment if the license is awarded.

The Company cannot predict the negative impacts that the failure to suppress the spread of COVID-19 will have on its consumer demand, workforce, suppliers, contractors and other partners and whether future closures will be required. Such closures have had and will continue to have a material impact on the Company. While the severity and duration of such business impacts cannot currently be estimated, the effects of COVID-19 and the requirements of health and safety protocols are expected to continue to have a material impact on the Company.

Other Developments

Century Casino Calgary

On August 5, 2020, the Company announced that it had entered into a definitive agreement to sell the casino operations of Century Casino Calgary for CAD 10.0 million ($7.5 million based on the exchange rate on August 5, 2020) plus a three year quarterly earn out as specified in the agreement. The Company received the CAD 10.0 million at the execution of the definitive agreement. The sale transaction closed on December 1, 2020. The Company recognized a gain on the sale of the casino operations of CAD 8.4 million ($6.5 million based on the exchange rate in effect on December 1, 2020), after giving effect to working capital and other adjustments. The Company continues to operate Century Sports, a sports bar, bowling and entertainment facility, and owns the underlying real estate. Century Sports is included in the Canada reportable segment. In December 2020, the Company entered into a three year lease agreement with the purchaser of the casino operations for annual net rent of CAD 0.5 million ($0.4 million based on the exchange rate on December 31, 2020). In December 2020, the Company began to market the sale of the land and building that it owns in Calgary. The Company leases a portion of the land and building to the new owner of the casino. The sale is expected to occur by the end of 2021. As of December 31, 2020, the held for sale assets include $4.7 million in land and $3.5 million in buildings and improvements, net of accumulated depreciation.

-F11-

Century Casino Bath


In March 2020, Century Casino Bath was closed due to COVID-19. Due to challenging conditions that included historical and forecast losses due to changes in the regulatory environment for casinos in England requiring enhanced due diligence of customers, CCB’s board of directors determined that it would enter into creditors voluntary liquidation and control of CCB was relinquished. Under Accounting Standards Codification (“ASC”) 810, Consolidation, specifically ASC 810-10-15, consolidation of a majority-owned subsidiary is precluded where control does not rest with the majority owners. Accordingly, when a subsidiary is in legal reorganization or files for bankruptcy, it is appropriate for the parent to deconsolidate the subsidiary. The Company will not regain control of CCB and determined that it was appropriate to deconsolidate CCB effective as of May 6, 2020. As a result of the deconsolidation, the Company recognized a gain of $7.4 million in general and administrative expenses on its consolidated statement of (loss) earnings for the year ended December 31, 2020. Prior to the deconsolidation, the Company impaired the assets related to CCB and wrote-down $16.5 million during the fourth quarter of 2019.

2.  SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation – The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company also consolidates CPL CDR and CBSCDR as majority owned subsidiaries for which the Company has a controlling interest. The portion of CPL CDR and CBSCDR that are not wholly-owned are reflected as non-controlling interests in the accompanying consolidated financial statements. All intercompany transactions and balances have been eliminated.

Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Management’s use of estimates includes estimates for property and equipment, goodwill, intangible assets and income tax.


-F14-


ReclassificationsCertain prior period amounts have been reclassified to conform to the current year presentation in the consolidated financial statements and the accompanying notes thereto.

Recently IssuedAdopted Accounting Pronouncements – The Company has recently adopted the following accounting pronouncements:

In May 2014,January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The objective of ASU 2014-09 is to clarify the principles for recognizing revenue and to develop a common revenue standard under US generally accepted accounting principle (“GAAP”) and International Financial Reporting Standards. ASU 2014-09 is effective for fiscal years and interim periods beginning after December 15, 2017. The standard permits retrospective application using either of the following methodologies: (i) restatement of each prior reporting period presented or (ii) recognition of a cumulative-effect adjustment as of the date of initial application. The most significant impacts of adoption of the new accounting standard are as follows:

·

Promotional Allowances: The Company will recognize revenue for goods and services provided to customers for free as an inducement to gamble as gross revenue with an offset to gaming revenue based on the stand-alone selling price rather than an offset to promotional allowances. This change will primarily result in a reclassification between revenue line items. 

·

Loyalty Accounting: Accounting for complimentary points earned through game play at the Company’s casinos will be identified as separate performance obligations and recorded as a reduction in gaming revenue when earned at the retail value of the benefits owed to the customer (less estimated breakage) and an increase to the loyalty program liability representing outstanding performance obligations. Such amounts will be recognized as revenue in the line item of the corresponding good or service provided when the performance obligation is fulfilled.

·

Estimated Cost of Promotional Allowances: The Company will no longer reclassify the estimated direct cost of providing promotional allowances from other expense line items to the gaming expense line item. This change will result in a reclassification between expense line items and will reduce gaming expense by $1.2 million, $1.1 million and $1.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, and increase hotel and food and beverage expenses. Refer to the Promotional Allowances section below for historical amounts that will be reclassified to each expense line item on future filings.

These changes, and other less significant adjustments that were required upon adoption, will not have an aggregate material impact on earnings from operations, net earnings or cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The objective of ASU 2016-02 is to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. ASU 2016-02 requires lessees to account for leases as finance leases or operating leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset and, for operating leases, the lessee would recognize a straight-line lease expense. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The standard must be adopted by recognizing and measuring leases at the beginning of the earliest period being presented using a modified retrospective approach. The Company has begun analyzing its operating lease agreements, and management anticipates the Company’s assets and liabilities will increase proportionally after the adoption of ASU 2016-02. In addition, management expects an increase to interest expense will result from the new standard resulting from the new calculation of interest pertaining to operating leases. These changes to the Company’s consolidated balance sheet may be material.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The objective of ASU 2016-09 is to simplify the accounting for share-based payment transactions, including recording all excess tax benefits and tax deficiencies through income tax on the statement of earnings and eliminating the requirement that excess tax benefits be realized before they can be recognized. ASU 2016-09 also simplifies several other aspects of the accounting for employee share-based payments, including forfeitures, statutory tax withholding requirements and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company has adopted ASU 2016-09 using the modified retrospective method. The Company has elected to account for forfeitures of share-based payments as they occur and recognized less than $0.1 million related to forfeitures as an adjustment to retained earnings for the year ended December 31, 2016.

-F12-


In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The objective of ASU 2016-15 is to reduce diversity in the classification of cash receipts and payments for specific cash flow issues, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination and proceeds from the settlement of insurance claims. ASU 2016-15 is effective for fiscal years beginning after December 31, 2017, and interim periods within those fiscal years. ASU 2016-15 should be applied using a retrospective transition method. The Company adopted ASU 2016-15 in its consolidated financial statements for the year ended December 31, 2017. The standard did not impact the Company’s consolidated statement of cash flows.

In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). The objective of ASU 2016-16 is to improve the accounting for income tax consequences of intra-entity transfers of assets other than inventory. ASU 2016-16 is effective for fiscal years beginning after December 31, 2017, and interim periods within those fiscal years. ASU 2016-16 should be applied using a modified retrospective approach. The Company has not historically made a significant amount of intra-entity transfers of assets and adoption of the standard did not have a material impact on the Company’s results of operations.

In November 2016, the FASB issued ASU 2016-18, Restricted Cash (“ASU 2016-18”). The objective of ASU 2016-18 is to require the statement of cash flows to include restricted cash in explaining the change during the period in the total of cash and cash equivalents. ASU 2016-18 is effective for fiscal years beginning after December 31, 2017, and interim periods within those fiscal years. Early adoption of ASU 2016-18 is permitted. ASU 2016-18 should be applied using a retrospective transition method for each period presented. The Company adopted ASU 2016-18 in its consolidated financial statements for the year ended December 31, 2017. The standard impacted the presentation of the Company’s consolidated statement of cash flows, and the Company added additional disclosure about its restricted cash balances to its discussion of cash and cash equivalents in this Note 2.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”). The objective of ASU 2017-01 is to add guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions or disposals of assets or of businesses. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption was permitted for interim and annual periods in which the financial statements have not been issued or made available for issuance. The Company has adopted ASU 2017-01 and has used the guidance to evaluate the SCCL License Acquisition.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The objective of ASU 2017-04 is to simplify the subsequent measurement of goodwill by entities performing their annual goodwill impairment tests by comparing the fair value of a reporting unit, including income tax effects from any tax-deductible goodwill, with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds fair value. ASU 2017-04 is effective for fiscal years beginning after December 31, 2021,15, 2019, and interim periods within those fiscal years. Early adoption of ASU 2017-04 is permitted on goodwill impairment tests performed after January 1, 2017. ASU 2017-04 should be applied on a prospective basis. The Company adopted ASU 2017-04 on January 1, 2020. The adoption of the standard did not have a material impact on the Company’s financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”). The objective of ASU 2018-13 is currentlyto modify disclosure requirements on fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments should be adopted using the prospective method for certain disclosures within the guidance and retrospectively upon the effective date. The Company adopted ASU 2018-13 on January 1, 2020. The adoption of the standard did not have a material impact on the Company’s financial statements or its disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) (“ASU 2018-15”). The objective of ASU 2018-15 is to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with those incurred to develop or obtain internal-use software. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments can be applied either retrospectively or prospectively. The Company adopted ASU 2018-15 on January 1, 2020 using the prospective method and accounts for new contracts that are service arrangements using this guidance. The adoption of the standard did not have a material impact on the Company’s financial statements.

In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities (“ASU 2018-17”). The objective of ASU 2018-17 is to improve (i) the application of variable interest entity guidance to private companies under common control and (ii) consideration of indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU 2018-17 on January 1, 2020. The adoption of the standard did not have a material impact on the Company’s financial statements.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements (“ASU 2020-10”). The objective of ASU 2020-10 is to ensure that all guidance that requires or provides for an option to provide information in the notes to financial statements is codified in the disclosure section of the codification, reducing the likelihood that a disclosure requirement is missed. ASU 2020-10 also clarified guidance so that it is applied more consistently. The guidance is effective for fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-10 on January 1, 2020. The adoption of the standard did not have a material impact on the Company’s financial statements.

Accounting Pronouncements Pending Adoption – The Company has not yet adopted the following accounting pronouncements as of December 31, 2020:

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). The objective of ASU 2020-04 is to provide optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The guidance is effective from March 12, 2020 through December 31, 2022. The Company is evaluating the impactexpedients and exceptions provided by this standard.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The objective of adopting ASU 2017-04; however,2019-12 is (i) to simplify the accounting for income taxes by removing certain exceptions, (ii) to update certain requirements to simplify the accounting for income taxes, and (iii) to make minor codification improvements for income taxes. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The adoption of the standard is not expected to have a material impact on its consolidatedthe Company’s financial statements.

-F15-

In March 2017, the FASB


The Company has considered all other recently issued ASU 2017-09, Stock Compensation (“ASU 2017-09”). The objective of ASU 2017-09 is to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. ASU 2017-09 is effective for annual periods,accounting pronouncements and interim periods within those annual periods, beginning after December 15, 2017. ASU 2017-09 should be applied prospectively to an award modified on or afterdoes not believe the adoption date. Historically, the Company has not made frequent changes to the terms or conditions of its share-based payment awards, and adoption of the standardsuch pronouncements will not have a material impact on its audited consolidated financial statements.statements or notes thereto.

In February 2018, the FASB issued ASU 2018-02, Reporting Comprehensive Income (“ASU 2018-02”).  The objective of ASU 2018-02 is to provide guidance on the impacts of the Tax Cuts and Jobs Act (“Tax Act”). The guidance permits the reclassification of certain income tax effects of the Tax Act from other comprehensive income to retained earnings (stranded tax effects). The guidance also requires certain new disclosures. The guidance is effective for annual periods beginning after December 15, 2018, and interim periods within that reporting period. Early adoption is permitted. Entities may adopt the guidance using one of two transition methods: retrospective to each period or periods in which the income tax effects of the Tax Act related to the items remaining in Other Comprehensive Income are recognized, or at the beginning of the period of adoption. The Company is currently evaluating the impact that the guidance may have on its consolidated financial statements.

-F13-


Cash and Cash Equivalents – All highly liquid investments with an original maturity of three months or less are considered cash equivalents.

A reconciliation of cash, cash equivalents and restricted cash as stated in the Company’s statement of cash flows is presented in the following table:

 

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

December 31,

December 31,

Amounts in thousands

 

2017

 

2016

 

2015

 

2014

2020

2019

Cash and cash equivalents

 

$

74,677 

 

$

38,837 

 

$

29,366 

 

$

24,741 

$

63,413

$

54,754

Restricted cash

 

1,023 

 

 

 

257 

Restricted cash included in deposits and other

 

 

744 

 

 

183 

 

 

202 

 

 

319 

264

886

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows

 

$

76,444 

 

$

39,020 

 

$

29,568 

 

$

25,317 

$

63,677

$

55,640

For the year ended December 31, 2017,2020, restricted cash included $1.0$0.2 million in deposits related to completionpayments of leasehold improvements at SCCL.prizes and giveaways for Casinos Poland and less than $0.1 million in deposits related to an insurance policy. For the year ended December 31, 2017,2019, restricted cash included $0.6 million in deposits and other related to a cash guarantee for the Company’s SCCLCRM credit agreement, and $0.1$0.3 million in deposits related to payments of prizes and giveaways for Casinos Poland.Poland and less than $0.1 million in deposits related to an insurance policy.

The prior period amounts within the Company’s consolidated statement of cash flows have been revised to reflect the new presentation of restricted cash after the adoption of ASU 2016-18. The information below presents the impact of this presentation change on the Company’s 2016 and 2015 consolidated statements of cash flows as previously reported.



 

 

 

 

 

 

 

 

 

Consolidated Statement of Cash Flows

Amounts in thousands

 

As Previously Reported

 

Changes Related to Adoption of ASU 2016-18

 

Revised

For the year ended December 31, 2016

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

Prepaid expenses and other assets

 

$

(1,625)

 

$

42 

 

$

(1,583)



 

 

 

 

 

 

 

 

 

Effect of Exchange Rate Changes on Cash

 

 

(1,514)

 

 

(61)

 

 

(1,575)



 

 

 

 

 

 

 

 

 

Increase in Cash, Cash Equivalents and Restricted Cash

 

 

9,471 

 

 

(19)

 

 

9,452 



 

 

 

 

 

 

 

 

 

Cash, Cash Equivalents and Restricted Cash at Beginning of Period

 

 

29,366 

 

 

202 

 

 

29,568 

Cash, Cash Equivalents and Restricted Cash at End of Period

 

$

38,837 

 

$

183 

 

$

39,020 



 

 

 

 

 

 

 

 

 

For the year ended December 31, 2015

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

Prepaid expenses and other assets

 

$

1,707 

 

$

(337)

 

$

1,370 



 

 

 

 

 

 

 

 

 

Effect of Exchange Rate Changes on Cash

 

 

(1,264)

 

 

(37)

 

 

(1,301)



 

 

 

 

 

 

 

 

 

Increase in Cash, Cash Equivalents and Restricted Cash

 

 

4,625 

 

 

(374)

 

 

4,251 



 

 

 

 

 

 

 

 

 

Cash, Cash Equivalents and Restricted Cash at Beginning of Period

 

 

24,741 

 

 

576 

 

 

25,317 

Cash, Cash Equivalents and Restricted Cash at End of Period

 

$

29,366 

 

$

202 

 

$

29,568 

Concentrations of Credit Risk - Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. Although the amount of credit exposure to any one institution may exceed federally insured amounts, the Company limits its cash investments to high quality financial institutions in order to minimize its credit risk.

Accounts Receivable – Accounts receivables are expected to be collected within six months of the maturity date. Receivables not collected within that time frame are written down to the allowance for doubtful accounts and further written off after one year if not collected.

Inventories Inventories, which consist primarily of food, beverage, retail merchandise and operating supplies, are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method.

-F14-


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. Leased property and equipment under capital leases are amortized over the lives of the respective leases or over the service lives of the assets, whichever is shorter. Estimated service lives used are as follows:

Buildings and improvements

5–39 years

Gaming equipmentBuildings and improvements

3–75 – 39 years

Gaming equipment

3 – 7 years

Furniture and non-gaming equipment

3–3 – 7 years

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. DuringSee Note 5 for additional information about the Company’s property and equipment, including the impairment recorded in the year ended December 31, 2017, the Company wrote down the leasehold improvements at Casinos Poland’s LIM Center casino in Warsaw based on the transfer of the casino license to the Hilton Warsaw casino and charged $0.1 million to operating costs and expenses. During the year ended December 31, 2016, the Company wrote down the leasehold improvements at Casinos Poland’s Katowice casino based on the expiration of the license for that location and charged $0.4 million to operating costs and expenses. No long-lived asset impairment charges were recorded for the year ended December 31, 2015.2019.

Goodwill—Goodwill Goodwill represents the excess purchase price over the fair value of the net identifiable assets acquired related to third party business combinations. See Note 6.6 for additional information about the Company’s goodwill, including the impairments recorded in the year ended December 31, 2020.

Intangible Assets—Assets Identifiable intangible assets include trademarks, player’s club lists and casino licenses. The Company’sCompany has determined that the trademarks CDR’sand casino licenses, issued bywith the Alberta Gamingexception of the trademark related to MTR and Liquor Commission (“AGLC”) and Horse Racing Alberta (“HRA”), CSA’s license issued by the AGLC and SCCL’scasino licenses issued by the Great Britain Gambling Commissionrelated to CPL, are indefinite-lived intangible assets and are therefore are not amortized. The Company’s casino licenses related to CPL, the trademark related to MTR and the player’s club lists are finite-lived intangible assets and are amortized over their respective useful lives. See Note 6.6 for additional information about the Company’s intangible assets, including the impairments recorded in the years ended December 31, 2020 and 2019.


-F16-


Financing Obligation with VICI PropCo – The Company and subsidiaries of VICI PropCo entered into a triple net lease agreement (the “Master Lease”) concurrently with the Acquisition. The Master Lease was evaluated as a sale-leaseback of real estate. The Company determined that the Master Lease did not qualify for sale-leaseback accounting and accounted for the transaction as a financing obligation based on the fair value of the real estate assets subject to the Master Lease (see Note 8). As a financing obligation, the Company continues to reflect the real estate assets on its consolidated balance sheets as if the Company were the legal owner and continues to recognize depreciation expense over the estimated useful lives. The Company does not recognize rent expense related to these leased assets; instead, a portion of the periodic payment under the Master Lease is recognized as interest expense with the remainder of the payment reducing the failed sale-leaseback financing obligation using the effective interest method. In the initial periods, cash payments are less than the interest expense recognized in the consolidated statements of (loss) earnings, which causes the financing obligation to increase during the initial years of the lease term.

Foreign Currency – The Company’s functional currency is the U.S.US dollar (“USD” or “$”). Foreign subsidiaries with a functional currency other than the U.S.US dollar translate assets and liabilities at current exchange rates at the end of the reporting periods, while income and expense accounts are translated at average exchange rates for the respective periods. The Company and its subsidiaries enter into various transactions made in currencies different from their functional currencies. These transactions are typically denominated in the Canadian dollar (“CAD”), Euro (“EUR”), Polish zloty (“PLN”) and British pound (“GBP”). Gains and losses resulting from changes in foreign currency exchange rates related to these transactions are included in non-operating income (expense) as they occur.

The exchange rates to the U.S.US dollar used to translate balances at the end offor the reported periods are as follows:

 

 

 

 

 

December 31,

 

December 31,

As of December 31,

As of December 31,

Ending Rates

 

2017

 

2016

2020

2019

Canadian dollar (CAD)

 

1.2545 

 

1.3427 

1.2732

1.2988

Euros (EUR)

 

0.8334 

 

0.9476 

0.8157

0.8906

Polish zloty (PLN)

 

3.4841 

 

4.2065 

3.7136

3.7873

British pound (GBP)

 

0.7396 

 

0.8106 

0.7325

0.7563

For the year

ended December 31,

% Change

Average Rates

2020

2019

2018

2020/2019

2019/2018

Canadian dollar (CAD)

1.3412

1.3268

1.2960

(1.1%)

(2.4%)

Euros (EUR)

0.8776

0.8934

0.8473

1.8%

(5.4%)

Polish zloty (PLN)

3.8989

3.8378

3.6103

(1.6%)

(6.3%)

British pound (GBP)

0.7798

0.7836

0.7497

0.5%

(4.5%)

Source: Pacific Exchange Rate Service



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

For the year

 

 

 

 



 

ended December 31,

 

% Change

Average Rates

 

2017

 

2016

 

2015

 

2017/2016

 

2016/2015

Canadian dollar (CAD)

 

1.2981 

 

1.3256 

 

1.2786 

 

2.1% 

 

(3.7%)

Euros (EUR)

 

0.8871 

 

0.9041 

 

0.9014 

 

1.9% 

 

(0.3%)

Polish zloty (PLN)

 

3.7764 

 

3.9455 

 

3.7706 

 

4.3% 

 

(4.6%)

British pound (GBP)

 

0.7767 

 

0.7410 

 

0.6545 

 

(4.8%)

 

(13.2%)

Source: Pacific Exchange Rate Service

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Comprehensive Income Loss – Comprehensive incomeloss includes the effect of fluctuations in foreign currency rates on the values of the Company’s foreign investments.

-F15-


Revenue Recognition CasinoThe Company’s performance obligations related to contracts with customers consist of the following:

Gaming

The majority of the Company’s revenue is derived from gaming transactions involving wagers wherein, upon settlement, the aggregateCompany either retains the customer’s wager, or returns the wager to the customer. Gaming revenue is reported as the net difference between gaming wins and losses, with liabilities recognized for chips in the customer’s possession. Hotel, bowling, food and beveragelosses. Gaming revenue is recognized when products are delivered or services are performed. Pari-mutuel revenue isreduced by the aggregate difference between racing handle and payouts, with liabilities recognized for commissions. Management and consulting fees are recognized as revenue when services are provided. Revenue from advance deposits on rooms and advance ticket sales is deferred until services are provided to the customer. The incremental amount of unpaid progressive jackpots is recorded as a liability and a reduction of casino revenue in the period during which the progressive jackpot increases. Revenue is recognized netincreases and the dollar value of incentives related to gaming play and points earned in point-loyalty programs.

At CRA, CSA and CAL, the AGLC retains 85% of slot machine net win, of which 15%through tracked play. In Canada, gaming revenue is allocated to charities designatedalso reduced by the AGLC and 70% is allocated to the Alberta Lottery Fund. At CDR, the AGLC retains 40% of slot machine net win, which is allocated to the Alberta Lottery Fund, and HRA retains 16.25% of slot machine net win, which is used to fund horse-racing programs. For all table games, excluding poker and craps, the casino is required to allocate 50% of its net win to a charity designated by the AGLC, with the exception of the Company’s St. Albert casino, which allocates 35% of its net win to a charity designated by the AGLC. For poker and craps, 25% of the casino’s net win is allocated to a charity. CRA, CSA, CAL and CDR record revenue net of the amounts retained by the AGLC, HRA, charitiesAlberta Gaming, Liquor and Cannabis Commission (“AGLC”) and Horse Racing Alberta (“HRA”). Performance obligations are satisfied upon completion of the Alberta Lottery Fund.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.

-F17-

Promotional Allowances -


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 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 club points provided to gaming customers allocated to gaming revenue were $30.3 million, $15.3 million and $11.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company records a liability based on the redemption value of the player club points earned with an estimate for breakage, and records a corresponding reduction in gaming revenue. The value of unused or unredeemed points is included in grossaccrued liabilities on the Company’s consolidated balance sheets.

Hotel, Food and Beverage, Bowling and Other Sales

Goods and services provided include hotel room rentals, food and beverage sales, bowling lane rentals and retail sales. Revenue is recognized over time as specified in the contract; however, the majority of the 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 has elected the practical expedient permitted under ASU 2014-09 and 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 retail valuethe Company’s racetrack, off-track betting parlors at the Company’s casinos, and the operation of the northern and southern Alberta off-track betting networks. The Company has determined that it is the principal in the performance obligations through which amounts are deductedwagered on horse races run at the Company’s racetrack. For these performance obligations, the Company records revenue as promotional allowancesthe 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 arrivethe host racetrack with revenue recognized on the date of the wager. Expenses related to licenses and HRA levies are expensed in the same month as revenue is recognized. The Company takes future bets for the Kentucky Derby only and recognizes wagers on the Kentucky Derby as deferred revenue.

Sports Betting

Sports betting revenue involves wagers on sporting events. The Company has partnered with sports betting operators at its Colorado and West Virginia casinos. The Company receives a share of net operating revenue.gaming revenue and a minimum revenue guarantee each year from the sports betting operators.

Management and Consulting Fees

Revenue from the Company’s consulting services agreement with MCE is recorded monthly as services are provided. Payments are typically due within 30 days of the month to which the services relate. The agreed upon price in the contract does not contain variable consideration. The Company did not incur any costs to obtain its current agreements with MCE.

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. The estimated cost of providing promotional allowances is included in casino expenses. For the years ended December 31, 2017, 2016,2020, 2019, and 2015,2018, the estimated direct cost of providing promotional allowances were as follows:

For the year

ended December 31,

Amounts in thousands

2020

2019

2018

Hotel

$

248

$

77

$

49

Food and beverage

1,775

1,472

1,159

$

2,023

$

1,549

$

1,208

-F18-




 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

For the year



 

ended December 31,

Amounts in thousands

 

2017

 

2016

 

2015

Hotel

 

$

47 

 

$

49 

 

$

59 

Food and beverage

 

 

1,117 

 

 

1,047 

 

 

1,004 



 

$

1,164 

 

$

1,096 

 

$

1,063 



 

 

 

 

 

 

 

 

 

Loyalty Programs -Members of the Company’s casinos’ player 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 Company records a liability based on the redemption value of the points earned, and records a corresponding reduction in casino revenue. Points can be redeemed for cash, downloadable promotional credits and/or various amenities at the casino, such as meals, hotel stays and gift shop items. The value of the points is offset against the revenue in the period in which the points were earned. The value of unused or unredeemed points is reduced by points not expected to be redeemed (breakage) and included in accrued liabilities on the Company’s consolidated balance sheets. The expiration of unused points results in a reduction of the liability. As of December 31, 2017 and 2016, the outstanding balance of this liability on the Company’s consolidated balance sheet was $0.7 million.$1.0 million as of December 31, 2020 and $1.4 million as of December 31, 2019.

Stock-Based Compensation – Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. The Company accounts for forfeitures as they occur. The Company uses the Black-Scholes option pricing model for all non-performance option grants and the Monte Carlo option pricing model for all performance stock unit grants related to total shareholder return to determine the fair value of all such grants. See Note 10.13.

Advertising Costs – Advertising costs are expensed when incurred by the Company.Advertising costs were $2.1$2.6 million, $2.0$3.4 million and $1.7$2.2 million in the years ended December 31, 2017, 20162020, 2019 and 2015, respectively.2018, respectively, and are included in gaming expenses on the Company’s consolidated statement of (loss) earnings.

Income Taxes – The Company accounts for income taxes using the asset and liability method, which provides that deferred tax assets and liabilities are recorded based on the difference between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, at a rate expected to be in effect when the differences become deductible or payable. Recorded deferred tax assets are evaluated for impairment by reviewing internal estimates for future taxable income. During the third quarter of 2017, the Company released its $5.7 million valuation allowance on its deferred tax assets, resulting in a tax benefit

-F16-


The Tax Act, which was enacted on December 22, 2017, included significant changes to the Internal Revenue Code, including, among other items, a reduction of the federal corporate tax rate to 21%, a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred, and the creation of new taxes on certain foreign earnings.  The Company has not completed its analysis of the tax impact resulting from the enactment of the Tax Act.  However, where possible, the Company has estimated the effects on its existing deferred tax balances and the one-time transition tax.  See Note 11 for more discussion of the provisional amounts recorded by the Company related to the Tax Act.

Earnings Per Share – The calculation of basic earnings per share considers the weighted average outstanding common shares in the computation. The calculation of diluted earnings per share also gives effect to all potentially dilutive securities. The calculation of diluted earnings per share is based upon the weighted average number of common shares outstanding during the period, plus, if dilutive, the assumed exercise of stock options using the treasury stock method. Weighted average shares outstanding for the years ended December 31, 2017, 20162020, 2019 and 20152018 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year

For the year

 

ended December 31,

ended December 31,

Amounts in thousands

 

2017

 

2016

 

2015

2020

2019

2018

Weighted average common shares, basic

 

 

25,068 

 

 

24,435 

 

 

24,395 

29,559

29,452

29,401

Dilutive effect of stock options

 

 

491 

 

 

233 

 

 

40 

561

Weighted average common shares, diluted

 

 

25,559 

 

 

24,668 

 

 

24,435 

29,559

29,452

29,962

 

 

 

 

 

 

 

 

 

The following stock options are anti-dilutive and have not been included in the weighted-average shares outstanding calculation:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year

For the year

 

ended December 31,

ended December 31,

Amounts in thousands

 

2017

 

2016

 

2015

2020

2019

2018

Stock options

 

 

 

 

35 

 

 

1,438 

1,272

1,630

69

 

 

 

 

 

 

3.    ACQUISITIONS

Apex Acquisition

On October 1, 2016,Business CombinationsIn accordance with ASC 805, “Business Combinations” (“ASC 805”), acquisitions are recorded using the Company’s subsidiary, Century Casino St. Albert Inc.,acquisition method of accounting. The Company includes the operating results of acquired 100%entities from their date of acquisition. The Company recognizes and measures the identifiable assets acquired, liabilities assumed and any non-controlling interest as of the issuedacquisition date fair value. The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired, liabilities assumed and outstanding sharesany non-controlling interest is recognized as goodwill. Determining the fair value of Casino St. Albert Inc. (“CSAI”), Action ATM Inc. (“AAI”)assets acquired and MVP Sports Bar Ltd. (“MVP”), collectively operatingliabilities assumed requires management judgement, the Apex Casinoutilization of independent valuation experts and often involves the use of significant estimates and assumptions with respect to timing and amounts of future cash flows, discount rates, market prices and asset lives, among other things. Costs incurred as a result of a business combination other than costs related to the issuance of debt or equity securities are recorded in St. Albert, Edmonton,the period the costs are incurred.

-F19-


Government Wage Subsidies – In April 2020, the Canadian government enacted the Canada and acquiredEmergency Wage Subsidy as a result of COVID-19 to help employers offset a portion of their employee wages for a limited period. The Company elected to treat qualified government subsidies for the Canada segment as offsets to the related landoperating expenses. During the year ended December 31, 2020, qualified payroll credits reduced the Canada segment’s operating expenses by CAD 7.4 million ($5.5 million based on the exchange rate in effect on December 31, 2020). Wage credits and subsidies were also offered by the US and Polish governments but were immaterial.

3. ACQUISITIONS

On December 6, 2019, the Company completed the Acquisition of the operations of the Acquired Casinos from Eldorado Resorts. Immediately prior to the Acquisition, the real property held by Game Plan Developments Ltd.estate assets underlying the Acquired Casinos were sold to an affiliate of VICI PropCo. On the closing date, certain subsidiaries of the Company and subsidiaries of VICI PropCo entered into a triple net lease agreement (the “Apex Acquisition”“Master Lease”). for the three Acquired Casino properties. The Master Lease has an initial term of 15 years, with 4 five year renewal options. The Master Lease was evaluated as a sale-leaseback of real estate. The Company merged CSAI, AAIdetermined that the Master Lease did not qualify for sale-leaseback accounting and MVP with Century Casino St. Albert Inc.,accounted for the surviving company, and renamedtransaction as a financing obligation. See Note 8 for additional information about the casino Century Casino St. Albert.Master Lease.

The Company paid for the Acquisition using a portion of the $180.0 million credit facility from Macquarie (see Note 7). The total consideration of CAD 31.9$389.6 million ($24.3 million)(the “Purchase Price”) for the acquisition, using additional financing fromAcquisition was paid through the second amendedMacquarie Credit Agreement and restated credit agreementby VICI PropCo in connection with its purchase of the real estate assets underlying the Acquired Casinos.

In connection with the BankAcquisition, the Company made an initial payment to the seller of Montreal (the “BMO Credit Agreement”) (see Note 7).$110.7 million on December 6, 2019. This amount included a base price of $107.2 million plus an adjustment based on the estimated working capital of the acquired entities at closing. The Company paid $1.2 million on May 22, 2020 related to the working capital adjustment.

As of October 1, 2016,December 6, 2019, the Company began consolidating Century Casino St. Albert Inc.the Acquired Casinos as a wholly-owned subsidiary. CSAsubsidiaries. CCG contributed $8.8$49.5 million in net operating revenue and $1.1($22.8) million in net losses attributable to Century Casinos, Inc. shareholders, respectively, for the year ended December 31, 2020 and $4.6 million in net operating revenue and $0.6 million in net earnings attributable to Century Casinos, Inc. shareholders for the year ended December 31, 2017 and $2.02019. CCV contributed $30.0 million in net operating revenue and $0.3($8.5) million in net losses attributable to Century Casinos, Inc. shareholders, respectively, for the year ended December 31, 2020 and $2.8 million in net operating revenue and $0.4 million in net earnings attributable to Century Casinos, Inc. shareholders for the year ended December 31, 2016.2019. MTR contributed $90.2 million in net operating revenue and ($5.9) million in net losses attributable to Century Casinos, Inc. shareholders, respectively, for the year ended December 31, 2020 and $8.7 million in net operating revenue and $0.4 million in net earnings attributable to Century Casinos, Inc. shareholders for the year ended December 31, 2019.

The Company accounted for the transactionAcquisition as a business combination, and accordingly, CSA’sthe acquired assets of $22.4$379.8 million (including $3.1$13.9 million in cash and restricted cash) and liabilities of $1.7$287.9 million were included in the Company’s consolidated balance sheet at October 1, 2016. Goodwill of $3.6 million is attributable to the business expansion opportunity for the Company.December 6, 2019. The acquisitionAcquisition leverages the Company’s management specialties and expertise in the gaming industry, expands the Company’s casino offerings ininto each of the Edmonton marketthree new markets and creates operational synergies. Goodwill is not aThe Acquisition generated $19.8 million of tax deductible itemgoodwill for the Company.Company’s United States segment attributable to the business expansion opportunity for the Company (see Note 5).

-F17-


The fair value of the assets acquired and liabilities assumed (excluding cash and restricted cash received) was determined to be $21.2 million as$97.8 million. The fair values of the acquisition date. The fair value wasacquired tangible and intangible assets were determined using variations of the income, market and cost approaches, including the following methods which the Company believes provideconsidered appropriate:

multi-period excess earningsmethod;

costmethod;

capitalized cash flowmethod;

relief from royalty method;

discounted cash flow method;and

direct market valueapproach.

Both the mostincome and market approach valuation methodologies used for the identifiable net assets acquired in the Acquisition used Level 3 inputs.

-F20-


Trade receivables and payables, inventory and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented a reasonable approximation of the fair value of those items at the Acquisition date, based on management’s judgment and estimates.

The personal property components of the fixed assets were primarily valued utilizing the market and cost approaches. Certain personal property with an active and identifiable secondary market value was valued using the market approach. This property included, but was not limited to, certain gaming/slot equipment, information and technology equipment and vehicles. The cost approach was utilized to value all other personal property.

The cost approach estimates fair value as the current cost of replacing or reproducing the utility of an asset, or group of assets and adjusting it for any depreciation resulting from one or more of the following: physical deterioration, functional obsolescence, and/or economic obsolescence.

The real estate assets that were sold to VICI PropCo subsidiaries and leased back by the Company were first adjusted to fair value concurrently with the Acquisition. The fair value of the properties was determined utilizing the direct capitalization method of the income approach. The fair value of the acquired real estate assets was determined to be $277.8 million.

The income approach incorporates all tangible and intangible property and served as a ceiling for the fair values of the acquired assets of the ongoing business enterprise, while still taking into account the premise of highest and best use.

The fair value of the gaming licenses was determined using the multi-period excess earnings methodology (“MPEEM”). The MPEEM is a variation of the income approach that allocates projected cash flows of the business to the gaming license intangible, including charges for contributory assets that, in addition to the gaming licenses, are required to generate the operating cash flows. The contributory assets of each reporting unit included working capital, real estate, fixed assets and other intangible assets. This methodology was considered appropriate indicatorsas the gaming licenses are considered the primary intangible asset of the acquired entities and the licenses are linked to each respective facility. Under the respective state’s gaming legislation, the property-specific licenses can only be acquired if a theoretical buyer were to acquire each existing facility. The existing licenses could not be acquired and used for a different facility. The properties’ estimated future cash flows were the primary assumption in the respective valuations. Cash flow estimates included net gaming revenue, gaming operating expenses, general and administrative expenses, and tax expense.

The fair value:value of the customer relationships from the player’s club lists was determined using the incremental cash flow method under the income approach. The incremental cash flow method is used to estimate the fair value of an intangible asset based on a residual cash flow notion. This method measures the benefits (e.g., cash flows) derived from ownership of an acquired intangible asset as if it were in place, as compared to the acquirer’s expected cash flows as if the intangible asset were not in place (i.e., with-and-without). The present value difference in the two cash flow streams is ascribable to the intangible asset. The Company has assigned a seven year useful life to the player loyalty programs based on estimated revenue attrition among the player’s club members, based on each property’s historical operations as estimated by management.

The fair value of the trade names was determined using the relief from royalty method. The relief from royalty method presumes that, without ownership of the asset, the Company would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, the Company avoids any such payments and records the related intangible value of the trade name. The primary assumptions in the valuation included projected revenue, a pre-tax royalty rate, the trade name’s useful life, and tax expense. The Company has assigned the Mountaineer trade name a 10 year useful life after considering, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to promote and support the trade name.

·

multi-period excess earnings method;

·

cost method;

-F21-


·

capitalized cash flow method;

·

discounted cash flow method; and

·

direct market value approach.

The Company has assigned an indefinite useful life to the gaming licenses, in accordance with its review of the applicable guidance of ASC Topic 350, Intangibles-Goodwill and Other (“ASC 350”). The standard requires the Company to consider, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, the Company determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets. The Acquired Casinos currently have licenses in Missouri and West Virginia. The renewal of each state’s gaming license depends on a number of factors, including payment of certain fees and taxes, providing certain information to the state’s gaming regulator, and meeting certain inspection requirements. However, the Company’s historical experience has not indicated, nor does the Company expect, any limitations regarding its ability to continue to renew each license. No other competitive, contractual, or economic factor limits the useful lives of these assets. Accordingly, the Company has concluded that the useful lives of these licenses are indefinite.

Details of the purchaseAcquisition in the table below are based on estimatedthe fair values of assets and liabilities as of October 1, 2016.December 6, 2019. The Acquisition was accounted for using the acquisition method of accounting. The measurement period to make any adjustment to the fair value of the assets and liabilities recognized as a result of the acquisitionAcquisition ended on October 1, 2017,December 6, 2020, one year after the date of acquisition.the Acquisition. The Company did not make any adjustments toadjusted the fair valuegoodwill recognized as a result of the assets and liabilities recognizedAcquisition due to changes in the working capital estimates made during the year ended December 31, 2017.2020.

Amounts in thousands

Cash

$

3,060 

Accounts receivable

331 

Prepaid expenses and other

136 

Inventories

39 

Property and equipment

9,542 

Casino license

9,318 

Accounts payable

(63)

Accrued liabilities

(383)

Accrued payroll

(37)

Deferred tax liability

(1,238)

Net identifiable assets acquired

20,705 

Add: Goodwill

3,584 

Net assets acquired

$

24,289 

Amounts in thousands

Cash

$

13,688

Receivables

3,400

Prepaid expenses

2,949

Inventories

1,047

Property and equipment

28,824

Property subject to financing obligation

277,800

Leased right-of-use assets

127

Casino licenses

28,922

Players club lists

20,373

Trademarks

2,368

Deposits and other

329

Accounts payable

(690)

Accrued liabilities

(6,299)

Accrued payroll

(2,969)

Operating lease liabilities

(127)

Financing obligation to VICI Properties, Inc. subsidiaries (1)

(277,800)

Net identifiable assets acquired

91,942

Add: Goodwill

19,786

Net assets acquired

$

111,728

(1)See Note 8 for additional information about the Master Lease.

The following table details the purchase consideration net cash outflow.

Amounts in thousands

Outflow of cash to acquire subsidiary,subsidiaries, net of cash acquired

Cash consideration

$

24,289 

111,728

Less: cash and restricted cash balances acquired

(3,060)

(13,942)

Net cash used in investing activities

$

21,229 

97,786

Acquisition-related costs

The Company incurred acquisition costs of approximately $0.2$0.3 million and $5.4 million for the yearyears ended December 31, 20162020 and 2019, respectively, in connection with the Apex Acquisition. These costs include investment banking, legal and accounting fees and have been recorded as general and administrative expenses in the Corporate and Other segment.

-F22-

-F18-


Ancillary Agreements

In connection with the Acquisition, the Company and the sellers entered into a transition services agreement, under which the sellers agreed to provide the Company with certain transitional services following the Acquisition. The agreement compensated the sellers for services following the Acquisition as performed by employees at stated hourly rates. Fees incurred under the agreement recorded as general and administrative expenses in the Corporate and Other segment amounted to $0.4 million and less than $0.1 million during the years ended December 31, 2020 and 2019, respectively, and in the United States segment amounted to $0.2 million during the year ended December 31, 2020. The Company does not anticipate any additional transitional services will be provided by the sellers.

Acquisition-Related Contingencies

Each of the acquired entities is a party to various legal and administrative proceedings, which have arisen in the normal course of business and relate to underlying events that occurred on or before December 6, 2019. Estimated losses have been accrued as of the Acquisition date for these proceedings in accordance with ASC Topic 450, Contingencies (“ASC 450”), which requires that an amount be accrued if the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material to the Company’s consolidated financial condition, and those estimated losses are not expected to have a material impact on its results of operations. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s consolidated financial condition or results of operations. The Company accrued $0.6 million related to these contingencies to accrued liabilities on its consolidated balance sheet as of December 31, 2020.

Pro forma results (Unaudited)

The following table provides unaudited pro forma information of the Company as if the Apex Acquisition had occurred at the beginning of the earliest comparable period presented. The unaudited pro forma financial results include adjustments for transaction-related costs that are directly attributable to the Acquisition for the years ended December 31, 2019 and December 31, 2018 including (i) removal of acquisition costs reported by the Company, (ii) pro forma adjustments to record the removal of interest expense related to the BMO Credit Agreement (as defined below), (iii) pro forma adjustments to record interest expense related to the Macquarie Credit Agreement and Master Lease, (iv) pro forma adjustments to record depreciation for assets acquired in the Acquisition, and (v) an estimated tax impact. This pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized had the acquisitionAcquisition been consummated during the periods for which the pro forma information is presented, or of future results. For the purposes of this table, financial information has been provided through December 31, 2019 for the Acquired Casinos and the Company.

 

 

 

 

 

 

 

For the year ended December,

For the year ended

For the year ended

Amounts in thousands, except for per share information

 

2016

 

2015

December 31, 2019

December 31, 2018

 

(Unaudited)

 

(Unaudited)

Net operating revenue

 

$

145,186 

 

$

143,152 

$

422,716

$

388,102

Net earnings attributable to Century Casinos, Inc. shareholders

 

$

10,197 

 

$

13,103 

Basic and diluted earnings per share

 

$

0.41 

 

$

0.52 

Net (loss) earnings attributable to Century Casinos, Inc. shareholders

$

(13,588)

$

2,268

Basic and diluted (loss) earnings per share

$

(0.46)

$

0.06

4.   INVESTMENTS

4.    COST INVESTMENT

Cost Investment

Mendoza Central Entretenimientos S.A.

OnIn October 31, 2014, CCECRM entered into an agreement (the “MCE Agreement”) with Gambling and Entertainment LLC and its affiliates, pursuant to which CCECRM purchased 7.5% of the shares of MCE, a company formed in Argentina, for $1.0 million. Pursuant to the MCE Agreement, CCECRM is working with MCE to utilize MCE’s exclusive concession agreement with Instituto Provincial de Juegos y Casinos to lease slot machines and provide related services to Casino de Mendoza, a casino located in Mendoza, Argentina andthat is owned by the Province of Mendoza. MCE may also pursue other gaming opportunities. Under the MCE Agreement, CCECRM appointed one1 director to MCE’s board of directorsdirectors.

In March 2020, the Company assessed the MCE investment due to COVID-19. Casino de Mendoza, MCE’s only customer, was temporarily closed in March 2020. The investment was valued using the following approaches: (i) income approach utilizing the business enterprise value which resulted in no value, and had(ii) a three-year option through October 2017value in exchange basis which resulted in no value due to the circumstances of COVID-19. The Company charged $1.0 million to impairment – intangible and tangible assets in the Corporate and Other segment on the Company’s consolidated statement of (loss) earnings for the year ended December 31, 2020. Casino de Mendoza has not yet reopened.

Equity Investment

Minh Chau Ltd.

-F23-


In April 2018, CRM acquired a 51% ownership interest in GHL for $0.6 million. GHL entered into an agreement with MCL and its owners, pursuant to which GHL agreed to purchase up to 50%a total of 51% of MCL over a three year period for approximately $3.6 million. GHL had the option to purchase an additional 19% ownership interest in MCL for a total of 70% of MCL under certain conditions. As of May 2019, GHL had paid $0.6 million for a total ownership interest in MCL of 9.21%. GHL and MCL also entered into a management agreement, which provided that GHL would manage the operations at MCL’s hotel and international entertainment and gaming club in exchange for receiving a portion of MCL’s net profit. The Company accounted for GHL’s interest in MCL as an equity investment. The Company excluded the presentation of MCL’s stand-alone financial information after it determined that it is not significant compared to the Company’s consolidated results.

In May 2019, the Company sold its ownership interest in GHL to the unaffiliated shareholders of GHL for a $0.7 million non-interest bearing promissory note. The Company derecognized the equity investment in MCL on its consolidated balance sheets as a result of the shares of MCE, whichsale and is no longer a party to the Company did not exercise. The Company accounts for the $1.0 million investment in MCE using the cost method.agreements between GHL and MCL.

5.  PROPERTY AND EQUIPMENT

Property and equipment at December 31, 20172020 and 20162019 consisted of the following:

 

 

 

 

 

 

 

 

 

December 31,

December 31,

Amounts in thousands

 

2017

 

2016

2020

2019

Land

 

$

50,300 

 

$

48,274 

$

49,928

$

49,369

Buildings and improvements

 

110,733 

 

105,048 

448,574

450,549

Gaming equipment

 

24,212 

 

23,445 

40,062

38,016

Furniture and non-gaming equipment

 

20,501 

 

18,728 

44,817

42,162

Capital leases

 

1,628 

 

1,379 

Property and equipment held under finance leases (Note 10)

552

731

Capital projects in process

 

 

9,872 

 

 

3,579 

855

2,065

 

$

217,246 

 

$

200,453 

$

584,788

$

582,892

Less: accumulated depreciation

 

 

(64,468)

 

 

(59,690)

(91,269)

(78,959)

Less: held for sale assets

(8,271)

Property and equipment, net

 

$

152,778 

 

$

140,763 

$

485,248

$

503,933

 

 

 

 

 

 

Depreciation expense was $8.6$22.9 million, $8.0$10.1 million and $7.6$9.0 million for the years ended December 31, 2017,  20162020, 2019 and 2015,2018, respectively.

During the year ended December 31, 2019, the Company wrote down the leasehold improvements and other assets at CCB based on the losses incurred by the casino since operations began and future forecasts of continued losses due to the current regulatory environment for casinos in England. The assets were valued using the following approaches: (i) income approach utilizing the business enterprise value which resulted in negative value, and (ii) a value in exchange basis which resulted in no value for the assets due to the market for gaming in the United Kingdom. As a result of the valuation, the Company charged $8.0 million to impairment – intangible and tangible assets in the Corporate and Other segment on the Company’s consolidated statement of (loss) earnings for the year ended December 31, 2019. NaN long-lived asset impairment charges were recorded for the years ended December 31, 2020 and 2018.

In December 2020, the Company began to market the sale of the land and building that it owns in Calgary, Alberta, Canada. The Company currently operates Century Sports from this location and leases a portion of the land and building. The sale is expected to occur by the end of 2021. The held for sale assets include $4.7 million in land and $3.5 million in building and improvements, net of accumulated depreciation.


-F1924-


6.  GOODWILL AND INTANGIBLE ASSETS

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 reporting unitsreportable segments with goodwill balances as of December 31, 2017 include CRA, CDR, CSA2020 included Canada and CPL. The Company considers a variety of factors when estimatingPoland. For the quantitative goodwill impairment test, the current fair value of its reporting units, including estimates about the future operating results of each reporting unit multipleswith goodwill balances is estimated using a combination of earnings, various(i) the income approach using the discounted cash flow method for projected revenue, EBITDA and working capital, (ii) the market analyses, and recent salesapproach observing the price at which comparable companies or shares of comparable businesses, if such information is available tocompanies 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 Company. The Company makes a varietycost of estimates and judgments about the relevance and comparabilityreproduction or replacement of these factors to the reporting units in estimating their fair values.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 fairCompany will recognize an impairment for the amount by which the carrying value of each reporting unit is allocated toexceeds the reporting unit’s fair value.

The Company tests its indefinite-lived intangible assets and liabilities to determine the impliedas of October 1 each year, or more frequently as circumstances indicate it is necessary. The fair value is determined primarily using the MPEEM and the relief from royalty method under the income approach.

During the first quarter of 2020, as a result of the reporting unit’sCOVID-19 pandemic and associated closure of its casinos, the Company concluded these triggering events could indicate possible impairment of its goodwill and whetherindefinite-lived intangible assets. The Company performed a quantitative and qualitative impairment is necessary. Noanalysis and determined that goodwill and casino licenses related to certain reporting units were impaired. During the second quarter of 2020, the Company paid an additional $1.2 million related to the working capital adjustment for the Acquisition that resulted in additional goodwill. This amount was subsequently impaired in the same period. The Company recorded $34.1 million to impairment – intangible and tangible assets on its consolidated statement of (loss) earnings for the year ended December 31, 2020 related to the impairment of its goodwill and casino licenses for certain reporting units. The impairment analysis required 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, heightened by the possibility of additional effects of COVID-19, 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.

The Company impaired the casino license at Century Casino Bath in December 2019 based on the losses incurred by the casino since operations began and future forecasts of continued losses due to the regulatory environment for casinos in England. As a result, the Company impaired $1.2 million related to goodwill relatedthe CCB license and recorded it to CRA, CDR, CSA or CPL have been recorded.impairment – intangible and tangible assets in the Corporate and Other segment on the Company’s consolidated statement of (loss) earnings for the year ended December 31, 2019.

-F25-


Goodwill

Changes in the carrying amountvalue of goodwill related to CRA, CDR, CSAthe United States, Canada and CPLPoland segments are as follows:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Canada

 

Poland

 

 

 

Amounts in thousands

 

Century Resorts Alberta

 

Century Downs

 

Century Casino St. Albert

 

Casinos Poland

 

Total

Balance -- January 1, 2016

 

$

3,551 

 

$

137 

 

$

 

$

6,485 

 

$

10,173 

Purchase of Century Casino St. Albert

 

 

 

 

 

 

3,584 

 

 

 

 

3,584 

Effect of foreign currency translation

 

 

110 

 

 

 

 

(83)

 

 

(401)

 

 

(370)

Balance – December 31, 2016

 

$

3,661 

 

$

141 

 

$

3,501 

 

$

6,084 

 

$

13,387 

Effect of foreign currency translation

 

 

258 

 

 

10 

 

 

246 

 

 

1,261 

 

 

1,775 

Balance -- December 31, 2017

 

$

3,919 

 

$

151 

 

$

3,747 

 

$

7,345 

 

$

15,162 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts in thousands

United States

Canada

Poland

Total

Gross carrying value January 1, 2019

$

$

7,188

$

6,805

$

13,993

Acquisitions

18,629

18,629

Currency translation

362

(48)

314

Gross carrying value December 31, 2019

18,629

7,550

6,757

32,936

Acquisitions

1,157

1,157

Currency translation

(165)

134

(31)

Gross carrying value December 31, 2020

19,786

7,385

6,891

34,062

Accumulated impairment losses January 1, 2019

Impairments

Accumulated impairment losses December 31, 2019

Impairments

(19,786)

(3,375)

(23,161)

Accumulated impairment losses December 31, 2020

(19,786)

(3,375)

(23,161)

Net carrying value at December 31, 2019

$

18,629

$

7,550

$

6,757

$

32,936

Net carrying value at December 31, 2020

$

$

4,010

$

6,891

$

10,901

Intangible Assets

TrademarksIntangible assets at December 31, 2020 and 2019 consisted of the following:

December 31,

December 31,

Amounts in thousands

2020

2019

Finite-lived

Casino licenses

$

3,019

$

2,960

Less: accumulated amortization

(1,404)

(882)

1,615

2,078

Trademarks

2,368

2,368

Less: accumulated amortization

(257)

(19)

2,111

2,349

Players club lists

20,373

20,373

Less: accumulated amortization

(3,153)

(240)

17,220

20,133

Total finite-lived intangible assets, net

20,946

24,560

Indefinite-lived

Casino licenses

30,061

40,782

Trademarks

1,751

1,719

Total indefinite-lived intangible assets

31,812

42,501

Total intangible assets, net

$

52,758

$

67,061

Trademarks

The Company currently owns two3 trademarks, the Century Casinos trademark, the Mountaineer trademark and the Casinos Poland trademark, which are reported as intangible assets on the Company’s consolidated balance sheets.


-F26-


Trademarks: Finite-Lived

The Company has determined that the Mountaineer trademark, reported in the United States segment, has a useful life of ten years after considering, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to promote and support the trade name. The trademark will be amortized over its useful life. Costs incurred to renew trademarks that are indefinite-lived are expensed over the renewal period to general and administrative expenses on the Company’s consolidated statement of (loss) earnings. Changes in the carrying amount of the trademarksMountaineer trademark are as follows:



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

Amounts in thousands

 

Century Casinos

 

Casinos Poland

 

Total

Balance -- January 1, 2016

 

$

108 

 

$

1,546 

 

$

1,654 

Effect of foreign currency translation

 

 

 

 

(96)

 

 

(96)

Balance – December 31, 2016

 

$

108 

 

$

1,450 

 

$

1,558 

Effect of foreign currency translation

 

 

 

 

301 

 

 

301 

Balance -- December 31, 2017

 

$

108 

 

$

1,751 

 

$

1,859 



 

 

 

 

 

 

 

 

 

Amounts in thousands

Balance at
January 1, 2020

Acquisition

Amortization

Balance at
December 31, 2020

United States

$

2,349

$

$

(238)

$

2,111

Amounts in thousands

Balance at January 1, 2019

Acquisition

Amortization

Balance at December 31, 2019

United States

$

$

2,368

$

(19)

$

2,349

As of December 31, 2020, estimated amortization expense for the Mountaineer trademark over the next five years was as follows:

Amounts in thousands

2021

$

237

2022

237

2023

237

2024

237

2025

237

Thereafter

926

$

2,111

The weighted-average amortization period of the Mountaineer trademark is 8.9 years.

Trademarks: Indefinite-Lived

The Company has determined both trademarksthe Casinos Poland trademark, reported in the Poland segment, and the Century Casinos trademark, reported in the Corporate and Other segment, have indefinite useful lives and therefore the Company does not amortize these trademarks. Rather,Costs incurred to renew trademarks that are indefinite-lived are expensed over the Company tests its trademarks for impairmentrenewal period as general and administrative expenses on the Company’s consolidated statement of October 1 each year, or more frequently as circumstances indicate it is necessary. The Company tests trademarks for impairment using(loss) earnings. Changes in the relief-from-royalty method. If the fair value of an indefinite-lived intangible asset is less than its carrying amount the Company would recognize an impairment charge equal to the difference. No impairment charges related to the Company’s Century Casinos and Casinos Poland trademarks have been recorded.

-F20-


Licenses

Casino licenses at December 31, 2017 and 2016 consisted of the following:indefinite-lived trademarks are as follows:



 

 

 

 

 

 



 

 

 

 

 

 



 

December 31,

 

December 31,

Amounts in thousands

 

2017

 

2016

Finite-lived

 

 

 

 

 

 

Casino licenses

 

$

2,992 

 

$

2,029 

Less: accumulated amortization

 

 

(1,434)

 

 

(1,362)

Total finite-lived casino licenses, net

 

 

1,558 

 

 

667 

Infinite-lived

 

 

 

 

 

 

Casino licenses

 

 

13,507 

 

 

11,473 

Total infinite-lived casino licenses

 

 

13,507 

 

 

11,473 

Casino licenses, net

 

$

15,065 

 

$

12,140 



 

 

 

 

 

 

Amounts in thousands

Balance at January 1, 2020

Currency translation

Balance at

December 31, 2020

Poland

$

1,611

$

32

$

1,643

Corporate and Other

108

108

$

1,719

$

32

$

1,751

Amounts in thousands

Balance at January 1, 2019

Currency translation

Balance at

December 31, 2019

Poland

$

1,622

$

(11)

$

1,611

Corporate and Other

108

108

$

1,730

$

(11)

$

1,719

Poland

-F27-


Casino Licenses: Finite-Lived

As of December 31, 2017,2020, Casinos Poland had nine8 casino licenses, each with an original term of six years, which are reported as finite-lived intangible assets and are amortized over their respective useful lives. Changes in the carrying amount of the Casinos Poland licenses are as follows:

Amounts in thousands

Casinos Poland

Balance -- January 1, 2016

$

730 

New casino licenses

339 

Amortization

(368)

Effect of foreign currency translation

(34)

Balance – December 31, 2016

$

667 

New casino licenses

1,127 

Amortization

(385)

Effect of foreign currency translation

149 

Balance -- December 31, 2017

$

1,558 

Amounts in thousands

Balance at January 1, 2020

New Casino License

Amortization

Currency translation

Balance at

December 31, 2020

Poland

$

2,078

$

$

(481)

$

18

$

1,615

Amounts in thousands

Balance at January 1, 2019

New Casino License

Amortization

Currency translation

Balance at December 31, 2019

Poland

$

2,175

$

412

$

(482)

$

(27)

$

2,078

As of December 31, 2017,2020, estimated amortization expense for the CPLCasinos Poland casino licenses over the next five years was as follows:

 

 

 

 

Amounts in thousands

 

 

2018

 

$

363 

2019

 

272 

2020

 

257 

2021

 

257 

$

504

2022

 

242 

490

2023

420

2024

172

2025

29

Thereafter

 

 

167 

 

$

1,558 

$

1,615

 

 

 

These estimates do not reflect the impact of future foreign exchange rate changes or the continuation of the licenses following their expiration. The weighted average period before the next license expiration is 2.73.1 years. In Poland, gaming licenses are not renewable. Once a gaming license has expired, any gaming company can apply for the license.

Casino Licenses: Indefinite-Lived

-F21-


The Company has determined that the casino licenses held in the United States segment from the Missouri Gaming Commission and the West Virginia Lottery Commission and held in the Canada and Corporate and Other

The licenses at CDR, CSA and SCCL are infinite-lived intangible assets that are not amortized. CDR holds licensessegment from the AGLC and from the HRA CSA holds a license fromare indefinite-lived. Costs incurred to renew licenses that are indefinite-lived are expensed over the AGLC,renewal period to general and SCCL holds licenses fromadministrative expenses on the Great Britain Gambling Commission. No impairment charges related to the licenses have been recorded.Company’s consolidated statement of (loss) earnings. Changes in the carrying amount of the licenses are as follows:



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Canada

 

Corporate and Other

Amounts in thousands

 

Century Downs

 

Century Casino St. Albert

 

Saw Close Casino Ltd.

Balance -- January 1, 2016

 

$

2,298 

 

$

 

$

Purchase of Century Casino St. Albert

 

 

 

 

9,318 

 

 

Effect of foreign currency translation

 

 

71 

 

 

(214)

 

 

Balance – December 31, 2016

 

$

2,369 

 

$

9,104 

 

$

Purchase of Saw Close Casino Ltd.

 

 

 

 

 

 

1,160 

Effect of foreign currency translation

 

 

167 

 

 

640 

 

 

67 

Balance -- December 31, 2017

 

$

2,536 

 

$

9,744 

 

$

1,227 



 

 

 

 

 

 

 

 

 

Amounts in thousands

Balance at January 1, 2020

Acquisition

Impairment

Currency translation

Balance at
December 31, 2020

United States

$

28,922

$

$

(10,960)

$

$

17,962

Canada

11,860

239

12,099

$

40,782

$

$

(10,960)

$

239

$

30,061

Amounts in thousands

Balance at January 1, 2019

Acquisition

Impairment

Currency translation

Balance at December 31, 2019

United States

$

$

28,922

$

$

$

28,922

Canada

11,292

568

11,860

Corporate and Other

1,161

(1,190)

29

$

12,453

$

28,922

$

(1,190)

$

597

$

40,782


-F28-


Player’s Club Lists

The Company has determined that the player’s club lists, reported in the United States segment, have a useful life of seven years based on estimated revenue attrition among the player’s club members as estimated by management over each property’s historical operations as estimated by management. The player’s club lists will be amortized over their useful lives. Changes in the carrying amount of the player’s club lists are as follows:

Amounts in thousands

Balance at
January 1, 2020

Acquisition

Amortization

Balance at
December 31, 2020

United States

$

20,133

$

$

(2,913)

$

17,220

Amounts in thousands

Balance at January 1, 2019

Acquisition

Amortization

Balance at December 31, 2019

United States

$

$

20,373

$

(240)

$

20,133

As of December 31, 2020, estimated amortization expense for the player’s club lists over the next five years was as follows:

Amounts in thousands

2021

$

2,910

2022

2,910

2023

2,910

2024

2,910

2025

2,910

Thereafter

2,670

$

17,220

The weighted-average amortization period for the player’s club lists is 5.9 years.

7.  LONG-TERM DEBT

Long-term debt and the weighted average interest rates at December 31, 20172020 and 20162019 consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts in thousands

 

December 31, 2017

 

December 31, 2016

December 31, 2020

December 31, 2019

Credit agreement - Bank of Montreal

 

$

38,203 

 

 

4.19% 

 

$

40,495 

 

4.04% 

Credit agreement - CPL

 

 

 

0.00% 

 

215 

 

3.55% 

Credit agreement - SCCL

 

2,704 

 

 

4.94% 

 

 

0.00% 

Credit agreement - Macquarie

$

168,300

6.72%

$

170,000

7.22%

Credit agreements - CPL

1,296

2.61%

1,966

3.13%

UniCredit loan (1)

1,502

2.05%

1,983

2.47%

UniCredit agreement

7,400

2.60%

Financing obligation - CDR land lease

 

15,541 

 

 

13.44% 

 

14,520 

 

13.54% 

15,313

13.70%

15,012

14.88%

Capital leases

 

 

523 

 

 

6.89% 

 

 

791 

 

7.11% 

Total principal

 

$

56,971 

 

 

6.67% 

 

$

56,021 

 

7.61% 

$

193,811

7.03%

$

188,961

7.06%

Deferred financing costs

 

 

(258)

 

 

 

 

 

(412)

 

 

(9,261)

(9,998)

Total long-term debt

 

$

56,713 

 

 

 

 

$

55,609 

 

 

$

184,550

$

178,963

Less current portion

 

 

(5,697)

 

 

 

 

 

(5,583)

 

 

(10,718)

(3,157)

Long-term portion

 

$

51,016 

 

 

 

 

$

50,026 

 

 

$

173,832

$

175,806

 

 

 

 

 

 

 

 

 

 

(1)CRM assumed the UniCredit loan to CCB in February 2020.


-F29-


Credit Agreement – Bank of MontrealMacquarie Capital

In May 2012,On December 6, 2019, the Company through its Canadian subsidiaries, entered into a $180.0 million credit agreement with Macquarie Capital Funding LLC, as swingline lender, administrative agent and collateral agent, Macquarie Capital (USA) Inc., as sole lead arranger and sole bookrunner, and the CAD 28.0 millionLenders and L/C Lenders party thereto. The Macquarie Credit Agreement replaced the Company’s credit agreement with the Bank of Montreal (“BMO”(the “BMO Credit Agreement”). On August 15, 2014, the Company, through its Canadian subsidiaries, entered into an amendedThe Macquarie Credit Agreement provides for a $170.0 million term loan (the “Term Loan”) and restateda $10.0 million revolving credit agreement with BMO that increased the Company’s borrowing capacityfacility (the “Revolving Facility”). The Revolving Facility includes up to CAD 39.1 million. In September 2016, the Company through its Canadian subsidiaries, entered into a second amended and restated credit agreement to finance the Apex Acquisition that increased the Company’s borrowing capacity to CAD 69.2$5.0 million with an interest rate of BMO’s floating rate plus a margin. As discussed further below, the Company has entered into interest rate swap agreements to fix the interest rate paid related to a portion of the outstanding balance on the BMO Credit Agreement. As of December 31, 2017, the Company had borrowed CAD 63.9 million, of which the outstanding balance was CAD 47.9 million ($38.2 million based on the exchange rate in effect on December 31, 2017) and the Company had approximately CAD 6.2 million ($4.9 million based on the exchange rate in effect on December 31, 2017) available under the BMO Credit Agreement. In addition, the Company is using CAD 3.0 million ($2.4 million based on the exchange rate in effect on December 31, 2017) from Credit Facility E for the interest rate swap agreements discussed below.

issuance of letters of credit. The BMO Credit Agreement consistsCompany used proceeds from the Term Loan to fund the Acquisition, for the repayment of the following five credit facilities:

1.

Credit Facility A is a CAD 1.1 million revolving credit facility with a term of five years that expires in August 2019. Credit Facility A may be used for general corporate purposes, including for the payment of costs related to the BMO Credit Agreement, ongoing working capital requirements and operating regulatory requirements. As of December 31, 2017, the Company had CAD 1.1 million ($0.9 million based on the exchange rate in effect on December 31, 2017) available for borrowing under Credit Facility A.

-F22-


2.

Credit Facility B is an approximately CAD 24.1 million committed, non-revolving, reducing standby facility with a term of five years that expires in August 2019. The Company used borrowings under Credit Facility B primarily to repay the Company’s mortgage loan related to CRA, pay for the additional 33.3% investment in CPL, pay for development costs related to CDR and for working capital and general corporate purposes. Once the principal amount of an advance has been repaid, it cannot be re-borrowed. As of December 31, 2017, the Company had no additional available borrowings under Credit Facility B.

3.

Credit Facility C is a CAD 11.0 million revolving credit facility with a term of five years that expires in August 2019. Credit Facility C may be used as additional financing for the development of CDR. The Company may re-borrow the principal amount within the limits described in the BMO Credit Agreement. As of December 31, 2017, the Company had CAD 5.1 million ($4.1 million based on the exchange rate in effect on December 31, 2017) available for borrowing under Credit Facility C.

4.

Credit Facility D is a CAD 30.0 million committed, reducing term credit facility with a term of five years that expires in September 2021. The Company used CAD 30.0 million to pay for the Apex Acquisition. Once the principal amount of an advance has been repaid, it cannot be re-borrowed. As of December 31, 2017, the Company had no additional available borrowings under Credit Facility D.

5.

Credit Facility E is a CAD 3.0 million treasury risk management facility. The Company may use this facility to hedge interest rate risk or currency exchange rate risk. Credit Facility E has a term of five years. The Company is currently utilizing Credit Facility E to hedge interest rate risk as discussed below. This facility has a term of five years that expires in August 2019.

Any funds not drawn downapproximately $52.0 million outstanding under the BMO Credit Agreement areand for general working capital and corporate purposes. In March 2020, the Company drew $9.95 million on the Revolving Facility. The Revolving Facility was repaid in July 2020 except for a $50,000 letter of credit that the Company cash collateralized. As of December 31, 2020, the outstanding balance of the Term Loan was $168.3 million and $9.95 million is available to borrow on the Revolving Facility.

The Term Loan matures on December 6, 2026, and the Revolving Facility matures on December 6, 2024. The Term Loan requires scheduled quarterly payments in amounts equal to 0.25% of the original aggregate principal amount of the Term Loan, with the balance due at maturity. The Macquarie Credit Agreement provides that the Term Loan may be prepaid.

Borrowings under the Macquarie Credit Agreement bear interest at a rate equal to, at the Company’s option, either (a) the London Interbank Offered Rate (“LIBOR”) (as defined in the Macquarie Credit Agreement), plus an applicable margin (each loan, being a “LIBOR Loan”) or (b) the Alternate Base Rate (as defined in the Macquarie Credit Agreement) (each loan, being a “ABR Loan”). The applicable margin for borrowings under the Term Loan is currently 6.50% per annum with respect to LIBOR Loans and 5.50% per annum with respect to ABR Loans. The applicable margin for borrowings under the Revolving Facility is determined as follows: (1) so long as the Consolidated First Lien Net Leverage Ratio (as defined in the Macquarie Credit Agreement) of the Company is greater than 2.75 to 1.00, for LIBOR Loans will be 4.25% per annum, and for ABR Loans will be 3.25% per annum, and (2) so long as the Consolidated First Lien Net Leverage Ratio of the Company is less than or equal to 2.75 to 1.00, the applicable margin for LIBOR Loans will be 4.00% per annum, and for ABR Loans will be 3.00% per annum.

In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Facility a commitment fee in respect of any unused commitments under the Revolving Facility in the amount of 0.50% of the principal amount of unused commitments of such lender, subject to standbya stepdown to 0.375% based upon the Company’s Consolidated First Lien Net Leverage Ratio. The Company is also required to pay letter of credit participation fees ranging from 0.50%equal to 0.75% payable quarterlythe applicable margin then in arrears. Standbyeffect for LIBOR Loans multiplied by the average aggregate daily maximum amount available to be drawn under all letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125% of the face amount of such letter of credit. The Company is also required to pay customary agency fees. Commitment fees of less than CAD 0.1 million (less than $0.1 million based on the exchange rate in effect on December 31, 2017) were recorded as interest expense in the consolidated statement of (loss) earnings for the year ended December 31, 2017. 2020.

The sharesMacquarie Credit Agreement requires the Company to prepay the Term Loan, subject to certain exceptions, with:

100% of the net cash proceeds of certain non-ordinary course asset sales or certain casualty events, subject to certain exceptions; and

75% of the Company’s annual Excess Cash Flow (as defined in the Macquarie Credit Agreement) if the Consolidated First Lien Net Leverage Ratio is greater than 2.75 to 1.00 (which percentage will be reduced to (i) 50% if the Consolidated Net Leverage Ratio is greater than 2.50 to 1.00 but less than or equal to 2.75 to 1.00, (ii) 25% if the Consolidated First Lien Net Leverage Ratio is greater than 2.25 to 1.00 but less than or equal to 2.50 to 1.00, and (iii) 0% if the Consolidated First Lien Net Leverage Ratio is less than or equal to 2.25 to 1.00).

The borrowings under the Macquarie Credit Agreement are guaranteed by the material subsidiaries that own CRA, CALof the Company, subject to certain exceptions, and CSAare 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 Company’s 75% interest in CDR are pledged as collateral for the BMO Credit Agreement. guarantors, subject to certain exceptions.

-F30-


The BMOMacquarie Credit Agreement contains a number ofcustomary representations and warranties, affirmative, negative and financial covenants, applicableand events of default. All future borrowings under the Macquarie Credit Agreement are subject to the Canadian subsidiaries,satisfaction of customary conditions, including restricting their incurrence of additional debt, a debt to EBITDA ratio less than 3:1, a fixed charge coverage ratio greater than 1.2:1, maintenancethe absence of a CAD 50.0 million equity balancedefault and the accuracy of representations and warranties. The Revolving Facility includes a capital expenditure limitfinancial maintenance covenant (the “Financial Covenant”) tested as of CAD 4.0 million per year. Thethe last day of each fiscal quarter in which borrowings under the Revolving Facility as of such day equal or exceed $3.5 million. Due to the COVID-19-related borrowings under the Revolving Facility, the Company and the lender concluded that the Company had not been in compliance with the Financial Covenant. As of September 30, 2020, the Company and Macquarie amended the Macquarie Credit Agreement. Among other things, the amendment waived past noncompliance with the Financial Covenant, suspended further testing of the Financial Covenant until the fiscal quarter ending September 30, 2021, and suspended certain restricted payment baskets until June 30, 2021. As of December 31, 2020, the Company was in compliance with all applicable financial covenants of the BMO Credit Agreement as of December 31, 2017.

The Company has entered into interest rate swap agreements to partially hedge the risk of future increases in the variable rate debt under the BMOMacquarie Credit Agreement. The interest rate swap agreements are not designated as hedges for accounting purposes. As a result, changes in fair value of the interest rate swaps are recognized in interest expense on the Company’s consolidated statements of earnings. The interest rate is calculated as the fixed rate plus an applicable margin. As of December 31, 2017, the Company had the following interest rate swap agreements set at a Canadian Dollar Offered Rate (“CDOR”):

·

Notional amount of CAD 7.8 million ($6.2 million based on the exchange rate in effect on December 31, 2017) with a rate of 4.17% expiring in August 2019.

·

Notional amount of CAD 7.8 million ($6.2 million based on the exchange rate in effect on December 31, 2017) with a rate of 4.14% expiring in August 2019.

·

Notional amount of CAD 13.1 million ($10.4 million based on the exchange rate in effect on December 31, 2017) with a rate of 4.33% expiring in December 2021.

Deferred financing costs consist of the Company’s costs related to the financing of the BMO Macquarie Credit Agreement. The Company recognized $0.3$11.0 million in deferred financing costs related to the BMOMacquarie Credit Agreement for the year endedas of December 31, 2016.2020. Amortization expenses relating to Macquarie Credit Agreement deferred financing chargescosts were $1.6 and $0.1 million for each of the years ended December 31, 2017,  20162020 and 2015.2019, respectively. These costs are included in interest expense in the consolidated statements of (loss) earnings (loss).for the years ended December 31, 2020 and 2019.

-F23-


Casinos Poland

CPL’s short-term line of credit with Alior Bank ended in April 2020. The line of credit bore an interest rate of three-month Warsaw Interbank Offered Rate (“WIBOR”) plus 1.55%.

As of December 31, 2017,2020, CPL had 5 credit agreements with mBank as detailed below. As of December 31, 2020, CPL was in compliance with all applicable financial covenants under these agreements.

The first credit agreement between CPL and mBank is a PLN 3.0 million term loan that was used to renovate the existing casino space at the Marriott Hotel in Warsaw. The credit agreement bears an interest rate of 1-month WIBOR plus 1.70%. The credit agreement has a three year term through November 30, 2021. As of December 31, 2020, the credit agreement had an outstanding balance of PLN 1.4 million ($0.4 million based on the exchange rate in effect on December 31, 2020). CPL has no further borrowing availability under this credit agreement. The credit agreement is secured by a building owned by CPL in Warsaw. In addition, CPL is required to maintain cash in an account with mBank and to comply with financial covenants, including covenants that relate to profit margins not lower than 0.3% to 0.4%, liquidity ratios no less than 1.3 and a debt ratio not higher than 60%. In May 2020, the credit agreement was amended to defer three months of payments to November 30, 2021.

The second credit agreement between CPL and mBank is a PLN 4.0 million term loan that was used to renovate and enlarge the casino space at the Marriott Hotel in Warsaw. The credit agreement bears an interest rate of 1-month WIBOR plus 1.70%. The credit agreement has a three year term through November 30, 2021. As of December 31, 2020, the credit agreement had an outstanding balance of PLN 1.9 million ($0.5 million based on the exchange rate in effect on December 31, 2020). CPL has 0 further borrowing availability under this credit agreement. The credit agreement is secured by a building owned by CPL in Warsaw. In addition, CPL is required to maintain both cash inflows of PLN 7.0 million to its account held with mBank and to comply with financial covenants, including covenants that relate to profit margins not lower than 0.5%, liquidity ratios no less than 0.6 and a debt ratio not higher than 70%. In May 2020, the credit agreement was amended to defer three months of payments to November 30, 2021.

The third credit agreement between CPL and mBank is a PLN 2.5 million term loan that was used to purchase gaming and other equipment for the Marriott Hotel in Warsaw. The credit agreement bears interest at an interest rate of 1-month WIBOR plus 1.90%. The credit agreement has a four year term through November 30, 2022. As of December 31, 2020, the credit agreement had an outstanding balance of PLN 1.5 million ($0.4 million based on the exchange rate in effect on December 31, 2020). CPL has no further borrowing availability under this credit agreement. The credit agreement is secured by a building owned by CPL in Warsaw and a pledge of certain slot machines. In addition, CPL is required to maintain both cash inflows of PLN 7.0 million to its account held with mBank and to comply with financial covenants, including covenants that relate to profit margins not lower than 0.5%, liquidity ratios no less than 0.6 and a debt ratio not higher than 70%. In May 2020, the credit agreement was amended to defer three months of payments to November 30, 2022.

-F31-


As of December 31, 2020, CPL had a short-term line of credit with BPH BankmBank used to finance current operations. The bank line of credit bears an interest rate of overnight WIBOR plus 1.85%1.80% with a borrowing capacity of PLN 13.05.0 million. As of December 31, 2020, the credit facility had 0 outstanding balance and approximately PLN 5.0 million of which PLN 2.0($1.3 million may only be used to secure bank guarantees.based on the exchange rate in effect on December 31, 2020) was available for borrowing. The credit facility is secured by a building owned by CPL in Warsaw, Poland. In March 2017, the term of the credit facility was extended from February 11, 2018 to March 20, 2019.Warsaw. The credit facility had no outstanding amount ascontains a number of covenants applicable to CPL, including covenants that require CPL to maintain certain liquidity and liability to asset ratios. In May 2020, the credit agreement was amended to extend the line of credit through March 29, 2021 and waive financial covenants through December 31, 20172020. The Company intends to seek to extend this line of credit.

In October 2020, CPL and approximatelymBank entered into an additional short-term line of credit to finance CPL’s current operations. The line of credit bears an interest rate of 1-month WIBOR plus 2.10% with a borrowing capacity of PLN 11.010.0 million ($3.22.7 million based on the exchange rate in effect on December 31, 2017)2020), of which PLN 7.5 million ($2.0 million based on the exchange rate in effect on December 31, 2020) can be used only to secure bank guarantees. The credit agreement has a two year term through October 14, 2022. As of December 31, 2020, the credit facility had 0 outstanding balance and PLN 2.5 million ($0.7 million based on the exchange rate in effect on December 31, 2020) was available for borrowing as of December 31, 2017.borrowing. The credit facility containsagreement is secured by a numberbuilding owned by CPL in Warsaw and a liquidity guarantee provided by Bank Gospodarstwa Krajowego for the amount of PLN 8.0 million. In addition, CPL is required to maintain both cash inflows of PLN 5.0 million to its account held with mBank and to comply with financial covenants, applicable to CPL, including covenants that restrict the incurrence of additionalrelate to profit margins not lower than 0.4%, liquidity ratios not less than 1.3 and a debt by CPL and require CPL to maintain certain debt to EBITDA ratios. CPL was in compliance with all financial covenants of this credit facility as of December 31, 2017.ratio not higher than 60%.

Under Polish gaming law, CPL is required to maintain PLN 3.6 million in the form of deposits or bank guarantees for payment of casino jackpots and gaming tax obligations. mBank issued guarantees to CPL for this purpose totaling PLN 3.6 million ($1.0 million based on the exchange rate in effect as of December 31, 2017)2020). The mBank guarantees are secured by land owned by CPL in Kolbaskowo, Poland as well as a deposit of PLN 0.71.2 million ($0.20.3 million based on the exchange rate in effect as of December 31, 2017)2020) with mBank and terminate on October 31, 2019. In addition,in June 2024 and January 2026. CPL is also required to maintain deposits or provide bank guarantees for payment of additional prizes and giveaways at the casinos. The amount of these deposits varies depending on the value of the prizes. CPL maintained PLN 0.50.9 million ($0.10.2 million based on the exchange rate in effect as of December 31, 2017)2020) in deposits for this purpose as of December 31, 2017.2020. These deposits are included in deposits and other on the Company’s consolidated balance sheet for the year ended December 31, 2017.2020.

Saw Close Casino Ltd.Century Resorts Management

In August 2017, the Company’s subsidiary SCCLCCB entered into a GBP 2.0 million term loan with UniCredit Bank Austria AG (“UniCredit”(the “UniCredit Loan”). The loan matures in September 2023 and bears interest at the London Interbank Offered Rate (“LIBOR”) plus 1.625%. Proceeds from the loan are beingwere used for construction and fitting out of CCB. In February 2020, the Company’s Bath casino project.subsidiary CRM assumed the UniCredit Loan. The UniCredit Loan matures September 30, 2023 and bears interest at the three-month pound LIBOR plus 1.625%. If LIBOR is not available, the interest rate will be determined based on a quoted rate from leading banks in the London interbank market. As of December 31, 2017,2020, the amount outstanding on the loan was GBP 2.01.1 million ($2.71.5 million based on the exchange rate in effect on December 31, 2017)2020). SCCLCRM has no0 further borrowing availability under the loan agreement. Repayment of the loan will begin in December 2018. The loan is guaranteed byunsecured and has no financial covenants.

In August 2018, CRM, entered into a $0.6 million cash guarantee by CCE. This guarantee is included in depositsloan agreement with UniCredit (the “UniCredit Agreement”) for a revolving line of credit to be used for acquisitions and other oncapital expenditures at the Company’s consolidated balance sheetexisting operations or new operations. The borrowings may be denominated in EUR, bearing an interest rate of EURIBOR plus a margin of 1.5%, or USD, bearing an interest rate of LIBOR plus a margin of 1.5% of up to EUR 7.0 million, or the US dollar equivalent. If the interest rate indicator is no longer available, the indicator that comes closest to the agreed upon indicator will be used. The line of credit is available until terminated by either party. Funds can be borrowed with terms of 1, 3, 6, 9 or 12 months. In March 2020, CRM borrowed $7.4 million with a 12 month term under the UniCredit Agreement and the Company had no further borrowings available as of December 31, 2017.2020. The UniCredit Agreement is secured by a EUR 7.0 million guarantee by the Company and has no financial covenants. The UniCredit Agreement contains customary events of default, including the failure to make required payments. Upon a failure to make required payments following a grace period, amounts due under the UniCredit Agreement may be accelerated. The Company is in negotiations to convert the line of credit to a term loan.

-F32-


Century Downs Racetrack and Casino

CDR’s land lease is a financing obligation to the Company. Prior to the Company’s acquisition of its ownership interest in CDR, CDR sold a portion of land on which Century Downs is located and then entered into an agreement to lease back a portion of the land sold. The Company accounts for the lease using the financing method by accounting for the land subject to lease as an asset and the lease payments as interest on the financing obligation. Under the land lease, CDR has four options to purchase the land. The first option is on July 1, 2023. Due to the nature of the CDR land lease financing obligation, there are no principal payments due until the Company exercises its option to purchase the land. Lease payments are applied to interest only, and any change in the outstanding balance of the financing obligation relates to foreign currency translation. As of December 31, 2017,2020, the outstanding balance on the financing obligation was CAD 19.5 million ($15.515.3 million based on the exchange rate in effect on December 31, 2017)2020).

Capital Lease Agreements

As of December 31, 2017, the Company had the following capital leases:

·

CRA had two capital lease agreements for surveillance and general equipment with an outstanding balance of CAD 0.2 million ($0.1 million based on the exchange rate in effect on December 31, 2017);

·

CAL had two capital lease agreements for general equipment with an outstanding balance of CAD 0.1 million ($0.1 million based on the exchange rate in effect on December 31, 2017);

·

CDR had six capital lease agreements for surveillance, kitchen and racing-related equipment with an outstanding balance of CAD 0.3 million ($0.2 million based on the exchange rate in effect on December 31, 2017);

·

CSA had a capital lease agreement for general equipment with an outstanding balance of less than CAD 0.1 million (less than $0.1 million based on the exchange rate in effect on December 31, 2017); and

·

the Century Mile project had a capital lease agreement for trailers with an outstanding balance of CAD 0.1 million ($0.1 million based on the exchange rate in effect on December 31, 2017).

-F24-


As of December 31, 2017,2020, scheduled maturities related to long-termthe Company’s debt were as follows:

Amounts in thousands

Macquarie Credit Agreement

Casinos Poland
Credit Agreements

UniCredit Loan

Century Downs
Land Lease

UniCredit Agreement

Total

2021

$

1,700

$

1,072

$

546

$

$

7,400

$

10,718

2022

1,700

224

546

2,470

2023

1,700

410

2,110

2024

1,700

1,700

2025

1,700

1,700

Thereafter

159,800

15,313

175,113

Total

$

168,300

$

1,296

$

1,502

$

15,313

$

7,400

$

193,811

8. LONG-TERM FINANCING OBLIGATION

On December 6, 2019, certain subsidiaries of the Company (collectively, the “Tenant”) and certain subsidiaries of VICI PropCo (collectively, the “Landlord”) entered into the sale and leaseback transaction for the Acquired Casino properties. The Master Lease does not transfer control of the Acquired Casino properties 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, which is estimated to be $28.5 million.

The fair values of the real estate assets and the related failed sale-leaseback financing obligation were estimated based on the present value of the estimated future payments over the term plus renewal options of 35 years, using the imputed discount rate of approximately 10.6%. The value of the failed sale-leaseback financing obligation is dependent upon assumptions regarding the amount of the payments and the estimated discount rate of the payments required by a market participant.

The Master Lease provides for the lease of land, buildings, structures and other improvements on the land (including barges and riverboats), 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 15 years with no purchase option. At the Company’s option, the Master Lease may be extended for up to 4 five year renewal terms beyond the initial 15 year term. The renewal terms are effective as to all, but not less than all, of the property then subject to the Master Lease. The Company does not have the ability to terminate its obligations under the Master Lease prior to its expiration without the Landlord’s consent.

-F33-


The Master Lease has a triple-net structure, which requires the Tenant to pay substantially all costs associated with the Acquired Casino properties, including real estate taxes, insurance, utilities, maintenance and operational costs. The Master Lease contains certain covenants, including minimum capital improvement expenditures. The covenants under the Master Lease began on January 1, 2020; however, as a result of the casino closures in connection with the COVID-19 pandemic, the Landlord and the Tenant entered into an amendment to the Master Lease in May 2020 that, among other things, waived the Tenant’s capital improvement expenditure requirements for 2020 and deferred to not later than December 31, 2021 certain other expenditures contemplated in the underwriting of the Acquired Casino properties. The Company has provided a guarantee of the Tenant’s obligations under the Master Lease.

The rent payable under the Master Lease is comprised of “Base Rent” and “Variable Rent”. Base rent is:

An initial annual rent (the “Rent”) of approximately $25.0 million.

The Rent will escalate at a rate of 1.01% for the 2nd and 3rd years and the greater of either 1.0125% (the “Base Rent Escalator”) or the increase in the Consumer Price Index (“CPI”) for each year starting in the 4th year and ending the 7th year.

The Base Rent Escalator is subject to adjustment from and after the 6th year if the Minimum Rent Coverage Ratio (as defined in the Lease) is not satisfied.

Beginning in the 8th year of the lease term, Rent will be calculated as (i) 80% of the Rent for the 7th lease year (“Base Rent”), subject to an annual Base Rent Escalator of the greater of 1.0125% or CPI subject to adjustment if the Minimum Rent Coverage Ratio is not satisfied, plus (ii) variable rent (“Variable Rent”) equal to 20% of the Rent for the 7th lease year, plus or minus 4% of the change in average net revenue of the Acquired Casinos calculated as set forth in the Lease.

For the 11th year and thereafter of the initial lease term, the Base Rent will escalate annually as set forth above and the Variable Rent will be recalculated as set forth in the Master Lease.

The estimated future payments include the payments and adjustments to reflect estimated payments as described in the Master Lease, including an annual escalator of up to 1.0125% and estimates based on contingent rental payments.

Total payments and interest expense related to the Master Lease for the years ended December 31, 2020 and 2019 were as follows.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts in thousands

 

Bank of Montreal

 

Saw Close Casino Ltd. Credit Agreement

 

Century Downs Land Lease

 

Capital Leases

 

Total

2018

 

$

5,244 

 

$

135 

 

$

 

$

318 

 

$

5,697 

2019

 

 

16,818 

 

 

541 

 

 

 

 

134 

 

 

17,493 

2020

 

 

2,391 

 

 

541 

 

 

 

 

51 

 

 

2,983 

2021

 

 

13,750 

 

 

541 

 

 

 

 

19 

 

 

14,310 

2022

 

 

 

 

541 

 

 

 

 

 

 

542 

Thereafter

 

 

 

 

405 

 

 

15,541 

 

 

 

 

15,946 

Total

 

$

38,203 

 

$

2,704 

 

$

15,541 

 

$

523 

 

$

56,971 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended

December 31,

Amounts in thousands

2020

2019

Payments made

$

25,021

$

3,831

Interest expense on financing obligation

$

28,356

1,635

The future payments related to the Master Lease financing obligation with VICI PropCo at December 31, 2020 are as follows.

8.

Amounts in thousands

2021

$

23,146

2022

25,503

2023

25,821

2024

26,144

2025

26,340

Thereafter

1,034,721

Total payments

1,161,675

Less imputed interest

(911,227)

Residual Value

28,492

Total

$

278,940


-F34-


9.  REVENUE RECOGNITION

The Company derives revenue and other income from contracts with customers and financial instruments. A breakout of the Company’s derived revenue and other income is presented in the table below.

For the year

ended December 31,

Amounts in thousands

2020

2019

2018

Revenue from contracts with customers

$

304,268

$

218,227

$

168,938

Interest income

6

21

103

Cost recovery income

158

417

Dividend income

18

Total revenue

$

304,432

$

218,683

$

169,041

The Company operates gaming establishments as well as related lodging, restaurant, horse racing (including off-track betting), sports betting, and entertainment facilities around the world. The Company generates revenue at its properties by providing the following types of products and services: gaming, hotel, food and beverage, and pari-mutuel and other. Disaggregation of the Company’s revenue from contracts with customers by type of revenue and geographical location is presented in the tables below.

For the year ended December 31, 2020

Amounts in thousands

United States

Canada

Poland

Corporate and Other

Total

Gaming

$

168,904

$

30,319

$

53,228

$

830

$

253,281

Hotel

5,826

84

5,910

Food and beverage

9,795

5,832

462

105

16,194

Pari-mutuel and other

13,819

14,005

581

478

28,883

Net operating revenue

$

198,344

$

50,240

$

54,271

$

1,413

$

304,268

For the year ended December 31, 2019

Amounts in thousands

United States

Canada

Poland

Corporate and Other

Total

Gaming

$

42,285

$

49,450

$

80,829

$

4,302

$

176,866

Hotel

2,030

491

2,521

Food and beverage

4,804

13,507

912

799

20,022

Pari-mutuel and other

879

17,202

153

584

18,818

Net operating revenue

$

49,998

$

80,650

$

81,894

$

5,685

$

218,227

For the year ended December 31, 2018

Amounts in thousands

United States

Canada

Poland

Corporate and Other

Total

Gaming

$

27,736

$

40,470

$

67,289

$

4,806

$

140,301

Hotel

1,444

542

1,986

Food and beverage

3,931

10,528

782

501

15,742

Pari-mutuel and other

372

9,821

138

578

10,909

Net operating revenue

$

33,483

$

61,361

$

68,209

$

5,885

$

168,938

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.


-F35-


The amount of revenue recognized that was included in the opening contract liability balance was $0.6 and $0.2 million for the years ended December 31, 2020 and 2019, respectively. This revenue consisted primarily of the Company’s deferred gaming revenue from player points earned through play at the Company’s casinos located in the United States. Activity in the Company’s receivables and contract liabilities is presented in the table below.

For the year

For the year

ended December 31, 2020

ended December 31, 2019

Amounts in thousands

Receivables

Contract Liabilities

Receivables

Contract Liabilities

Opening

$

326

663

$

305

$

219

Closing

1,103

2,200

326

663

Increase/(decrease)

$

777

$

1,537

$

21

$

444

Receivables are included in accounts receivable and contract liabilities are included in accrued liabilities on the Company’s consolidated balance sheets. In March 2020, the Company wrote-down its receivables related to MCE based on assessments made due to COVID-19 and future cash flows of MCE, and as a result, charged $0.3 million to general and administrative expenses during the year ended December 31, 2020. The increase in contract receivables for the year ended December 31, 2020 relates to sports betting agreements, and the increase in contract liabilities for the year ended December 31, 2020 relates to deferred revenue for a sports betting agreement entered into by the Company’s subsidiary that owns CRC.

Substantially all of the Company’s contracts and contract liabilities have an original duration of one year or less. The Company applies the practical expedient for such contracts and does not consider the effects of the time value of money. Further, because of the short duration of these contracts, the Company has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue.

10.  LEASES

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company adopted ASU 2016-02 with a date of initial application of January 1, 2019. The Company used the alternative modified retrospective method, also known as the transition relief method, which did not require the restatement of prior periods and instead recognized a $0.3 million cumulative-effect adjustment to retained earnings upon transition.

When adopting the leasing standard, the Company made the following policy elections:

The Company elected the practical expedient to account for the lease and non-lease components as a single lease component for all asset classes;

The Company elected the short-term lease measurement and recognition exemption and did not establish right-of-use (“ROU”) assets or lease liabilities for operating leases with terms of 12 months or less;

The Company used its original assumptions for operating leases entered into prior to adoption, electing not to use the hindsight practical expedient;

The Company elected to use the package of practical expedients for transition and did not reassess (i) whether expired or existing contracts were leases or contained leases, (ii) the classification of its existing leases, or (iii) initial direct costs for existing leases; and

The Company elected not to evaluate existing or expired land easements under the leasing standard prior to the date of adoption.

The Company determines if an arrangement is a lease at inception. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate in each of the jurisdictions in which its subsidiaries operate to calculate the present value of lease payments. Lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that the Company will exercise those options. Operating lease expense is recorded on a straight-line basis over the lease term.

The Company accounts for lease agreements with lease and non-lease components as a single lease component for all asset classes. The Company does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.

The Company’s operating and finance leases include land, casino space, corporate offices, and gaming and other equipment. The leases have remaining lease terms of one month to 16 years.

-F36-


The Company determined that the ROU asset at CCB was impaired based on the losses incurred by the casino since operations began and future forecasts of continued losses due to the current regulatory environment for casinos in England. As a result, the Company impaired $7.3 million related to the CCB ROU asset to impairment – intangible and tangible assets on its consolidated statement of (loss) earnings for the year ended December 31, 2019.

The components of lease expense were as follows:

For the year ended

December 31,

Amounts in thousands

2020

2019

Operating lease expense

$

5,250

$

6,443

Finance lease expense:

Amortization of right-of-use assets

$

165

$

303

Interest on lease liabilities

15

44

Total finance lease expense

$

180

$

347

Short-term lease expense

$

244

$

697

Variable lease expense

$

1,476

$

3,502

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

2020

2019

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from finance leases

$

5

$

48

Operating cash flows from operating leases

6,355

7,062

Financing cash flows from finance leases

166

364


-F37-


Supplemental balance sheet information related to leases was as follows:

As of

As of

Amounts in thousands

December 31, 2020

December 31, 2019

Operating leases

Leased right-of-use assets, net

$

34,074

$

37,040

Current portion of operating lease liabilities

4,327

4,235

Operating lease liabilities, net of current portion

32,277

42,942

Total operating lease liabilities

36,604

47,177

Finance leases

Finance lease right-of-use assets, gross

552

731

Accumulated depreciation

(338)

(338)

Property and equipment, net

214

393

Current portion of finance lease liabilities

131

161

Finance lease liabilities, net of current portion

83

217

Total finance lease liabilities

214

378

Weighted-average remaining lease term

Operating leases

11.3 years

14.4 years

Finance leases

2.1 years

2.7 years

Weighted-average discount rate

Operating leases

4.5%

4.8%

Finance leases

4.7%

5.1%

Maturities of lease liabilities as of December 31, 2020 were as follows:

Amounts in thousands

Operating Leases

Finance Leases

2021

$

5,679

$

137

2022

5,455

41

2023

4,777

26

2024

3,987

20

2025

2,829

Thereafter

26,370

Total lease payments

49,097

224

Less imputed interest

(12,493)

(10)

Total

$

36,604

$

214

10

11.  OTHER BALANCE SHEET AND STATEMENT OF (LOSS) EARNINGS CAPTIONS

Accrued liabilities include the following as of December 31, 20172020 and 2016:2019:

 

 

 

 

 

 

 

December 31,

December 31,

Amounts in thousands

 

2017

 

2016

2020

2019

Accrued commissions (AGLC)

 

$

2,401 

 

$

1,394 

$

$

1,417

Progressive slot, table and on track liability

 

1,866 

 

1,317 

3,105

3,921

Apex Acquisition liability (Note 3)

 

 

1,494 

Insurance liability

4,331

Player point liability

 

727 

 

671 

1,016

1,360

Chip liability

 

477 

 

567 

542

942

Off-track betting liability

 

522 

 

167 

Racing-related liabilities

1,046

1,370

Deposit liability

 

1,002 

 

621 

309

376

Other accrued liabilities

 

 

3,439 

 

 

3,424 

6,468

7,990

Total

 

$

10,434 

 

$

9,088 

$

12,486

$

21,707

-F38-


Accrued commissions (AGLC) include the portion of slot machine net sales and table game wins owed to the AGLC as of December 31, 20172020 and 2016.  2019.

Taxes payable include the following as of December 31, 20172020 and 2016:2019:

 

 

 

 

 

 

 

 

 

December 31,

December 31,

Amounts in thousands

 

2017

 

2016

2020

2019

Accrued property taxes

 

$

1,024 

 

$

1,024 

$

1,582

$

1,800

Gaming taxes payable

 

3,708 

 

3,354 

8,430

6,034

Other taxes payable

 

 

83 

 

 

283 

754

741

Total

 

$

4,815 

 

$

4,661 

$

10,766

$

8,575

Other operating revenue includes the following for the years ended December 31, 2017,  20162020, 2019 and 2015:2018:

 

 

 

 

 

 

 

For the year ended December 31,

For the year ended December 31,

Amounts in thousands

 

2017

 

2016

 

2015

2020

2019

2018

Pari-mutuel revenue

 

$

3,665 

 

$

3,674 

 

$

2,643 

$

16,937

$

10,783

$

4,572

Bowling revenue

 

642 

 

644 

 

662 

415

885

735

Other revenue

 

 

5,821 

 

 

6,098 

 

 

4,896 

11,531

7,150

5,602

Total

 

$

10,128 

 

$

10,416 

 

$

8,201 

$

28,883

$

18,818

$

10,909

-F25-


9.12.  SHAREHOLDERS’ EQUITY

InSince March 2000, the Company’s board of directors approvedCompany has had a discretionary program to repurchase the Company’s outstanding common stock. In November 2009, the Company’s board of directors increased the amount available to be repurchased to $15.0 million. The Company did not repurchase any shares of its common stock during 2017 and 2016. The total remaining authorization under the repurchase program was $14.7 million as of December 31, 2017.2020. The Company did 0t repurchase any shares of its common stock during 2020 and 2019. The repurchase program has no set expiration or termination date.

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 of directors. At the present time, the Company intends to use any earnings that may be generated to finance the growth of its business.

The Company does not have any minimum capital requirements related to its status as a U.S.US corporation in the state of Delaware.

10.13. STOCK-BASED COMPENSATION

At the 2005 annual meeting of stockholders, stockholders of the Company approved an equity incentive plan (as amended, the “2005 Plan”). The 2005 Plan expired in June 2015. There are stock options issued under the 2005 Plan that remain outstanding. The 2005 Plan provided for the grant of awards to eligible individuals in the form of stock, restricted stock, stock options, performance units or other stock-based awards, all as defined in the 2005 Plan. The 2005 Plan provided for the issuance of up to 2,000,000 shares of common stock to eligible individuals, including directors, through the various forms of permitted awards. The Company was not permitted to issue stock options at an exercise price lower than fair market value at the date of grant. All stock options were required to have an exercise period not to exceed ten years. The Company had granted awards of incentive stock options and non-qualified stock options under the 2005 Plan, all of which had exercise prices that were not less than the fair market value at the date of grant. Options granted had six-month, one-year, three-yearsix month, one year, three year or four-yearfour year vesting periods. All outstanding options were issued at market value as of the date of the grant.

-F39-


Stockholders of the Company approved the 2016 Equity Incentive Plan (the “2016 Plan”) at the 2016 annual meeting of stockholders. The 2016 Plan will expire in June 2026. The 2016 Plan provides for the grant of awards to eligible individuals in the form of stock, restricted stock, stock options, performance units or other stock-based awards, all as defined in the 2016 Plan. The 2016 Plan provides for the issuance of up to 3,500,000 shares of common stock to eligible individuals, including directors, through the various forms of permitted awards. The Company is not permitted to issue stock options at an exercise price lower than fair market value at the date of grant. All stock options are required to have an exercise period not to exceed ten years. As of December 31, 2017,2020, the Company has granted 167,968774,390 target performance stock units (“PSUs”) under the 2016 Plan. Any committee as delegated by the board of directors has the power and discretion to, among other things, prescribe the terms and conditions for the exercise of, or modification of, any outstanding awards in the event of merger, acquisition or any other form of acquisition other than a reorganization of the Company under the United States Bankruptcy Code or liquidation of the Company. The 2016 Plan also allows limited transferability of any stock options to legal entities that are 100% owned or controlled by the optionee or to the optionee’s family trust.

PSUs

The PSUs vest subject to market and performance conditions. The conditions are weighted 25% based on market conditions and 75% based on performance conditions. Market conditions are based on the Company’s total shareholder return (“TSR”) relative to a select group of peer companies at the end of a three year performance period. Performance conditions are based on the Company’s actual Adjusted EBITDA over the three year performance period compared to forecasted Adjusted EBITDA over the same period. Depending on the TSR and Adjusted EBITDA at the end of the performance period, anywhere from 0% to 200% of the target grant may vest. Expense is recognized on a straight-line basis over the performance period beginning on the date of grant. Probability is assessed quarterly on the performance conditions and compensation expense is adjusted accordingly. Actual forfeitures are recognized as they occur.

-F26-


Activity in the Company’s stock-based compensation plan for the PSUs was as follows:

 

 

 

 

 

Target PSUs

 

Weighted-Average Grant-Date Fair Value

Target PSUs

Weighted-Average Grant-Date Fair Value

Nonvested at January 1, 2017

 

 

$

0.00 

Nonvested at January 1, 2018

167,968

$

8.03

Granted

 

167,968 

 

8.03 

141,002

11.97

Vested

 

 

0.00 

Forfeited

 

 

0.00 

Nonvested at December 31, 2017

 

167,968 

 

$

8.03 

Nonvested at December 31, 2018

308,970

$

9.83

Granted

132,253

9.12

Vested

Forfeited

Nonvested at December 31, 2019

441,223

$

9.62

Granted

413,964

3.75

Vested

(87,171)

6.75

Forfeited

(80,797)

9.41

Nonvested at December 31, 2020

687,219

$

6.47

At December 31, 2017,2020, there was a total of $0.9$2.0 million of total unrecognized compensation expense related to the PSUs. The cost is expected to be recognized over a weighted-average period of 2.01.8 years. The PSUs granted during 2018 will vest in 2021.


-F40-


The weighted-average 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

Weighted-average risk-free interest rate

1.59%

Weighted-average expected life

3 yrs

Weighted-average expected volatility

36.5%

Weighted-average expect dividends

$0

Forfeiture rate

0%

Assumptions for PSU Awards

2020

2019

2018

Risk-free interest rate

0.19%

2.32%

2.61%

Expected life

2.2 years

2.8 years

2.7 years

Expected volatility

88.4%

34.1%

34.7%

Expected dividends

$0

$0

$0

Forfeiture rate

0%

0%

0%

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

 

Options Exercisable

 

Weighted-Average Exercise Price

Option Shares

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual Term (1)

Options Exercisable

Weighted-Average Exercise Price

Outstanding at January 1, 2017

 

1,314,435 

 

$

4.98 

 

7.77 

 

979,435 

 

$

4.95 

Outstanding at January 1, 2020

1,173,852

$

5.05

4.99

1,173,852

$

5.05

Granted

 

 

0.00 

 

 

 

 

 

 

Exercised

 

(24,274)

 

3.19 

 

 

 

 

 

 

Cancelled or forfeited

 

(3,750)

 

5.05 

 

 

 

 

 

 

Expired

 

(10,000)

 

9.00 

 

 

 

 

 

 

(2,500)

5.05

Outstanding at December 31, 2017

 

1,276,411 

 

$

4.98 

 

6.88 

 

1,276,411 

 

$

4.98 

Outstanding at December 31, 2020

1,171,352

$

5.05

3.99

1,171,352

$

5.05

 

 

 

 

 

 

 

 

 

 

(1) In years

There were 0 options issued to directors of the Company during 2020. As of December 31, 2017,2020, there were 72,950106,700 options outstanding to independent directors of the Company with a weighted-average exercise price of $5.09.$6.98. At December 31, 2017,2020, there was no$0.2 million in unrecognized compensation expense.

The following table summarizes information about employee stock options outstanding and exercisable at December 31, 2017:  2020:

 

 

 

 

 

 

 

 

 

 

 

 

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 (1)

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
(1)

Exercise Price:

 

 

 

 

 

 

 

 

 

 

 

 

$0.93

 

5,161 

 

5,161 

 

$

42 

 

$

42 

 

0.9 

 

0.9 

$2.30

 

25,000 

 

25,000 

 

171 

 

171 

 

2.4 

 

2.4 

$5.05

 

1,246,250 

 

1,246,250 

 

5,085 

 

5,085 

 

7.0 

 

7.0 

1,171,352

1,171,352

$

1,570

$

1,570

4.0

4.0

 

1,276,411 

 

1,276,411 

 

$

5,298 

 

$

5,298 

 

6.9 

 

6.9 

(1) In years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) In years

The aggregate intrinsic value represents the difference between the Company’s closing stock price of $9.13$6.39 per share as of December 31, 20172020 and the exercise price multiplied by the number of options outstanding or exercisable as of that date.

-F27-


Activity in the Company’s stock-based compensation plan for nonvested employee stock options was as follows:



 

 

 

 

 



 

Options

 

 

Weighted-Average Grant Date Fair Value

Nonvested at January 1, 2015

 

1,023,750 

 

$

2.62 

Granted

 

 

 

0.00 

Vested

 

(341,250)

 

 

2.55 

Forfeited

 

 

 

0.00 

Nonvested at December 31, 2015

 

682,500 

 

$

2.55 

Granted

 

 

 

0.00 

Vested

 

(335,000)

 

 

2.55 

Forfeited

 

(12,500)

 

 

2.55 

Nonvested at December 31, 2016

 

335,000 

 

$

2.55 

Granted

 

 

 

0.00 

Vested

 

(331,250)

 

 

2.55 

Forfeited

 

(3,750)

 

 

2.55 

Nonvested at December 31, 2017

 

 

$

0.00 



 

 

 

 

 

In addition, 18,750 options granted to the Company’s independent directors vested during the year ended December 31, 2017. The total fair value of options vested was $0.9 million,  $1.1 million and $0.9 million for the years ended December 31, 2017, 2016 and 2015, respectively.

The following table includes additional information related to cash exercises of stock options:

 

 

 

 

 

 

 

For the Year Ended December 31,

For the year ended December 31,

Amounts in thousands

 

2017

 

2016

 

2015

2020

2019

2018

Intrinsic value of share-based awards exercised

 

$

16 

 

$

28 

 

$

36 

$

$

270

$

298

The intrinsic value of options exercised through net share settlement was $0.1 million for the year ended December 31, 2017. The tax benefit from option exercises was less than $0.1 million for the year ended December 31, 2017.

-F41-


Stock-based compensation expense was recognized in general and administrative expenses on the Company’s consolidated statement of (loss) earnings as follows:



 

 

 

 

 

 

 

 

 



 

For the Year Ended December 31,

Amounts in thousands

 

2017

 

2016

 

2015

Compensation cost:

 

 

 

 

 

 

 

 

 

2005 Plan

 

$

277 

 

$

759 

 

$

1,641 

2016 Plan

 

 

392 

 

 

 

 

Total compensation cost

 

$

669 

 

$

759 

 

$

1,641 



 

 

 

 

 

 

 

 

 

For the year ended December 31,

Amounts in thousands

2020

2019

2018

Compensation expense:

2016 Plan

$

(214)

$

1,303

$

868

-F28-


11.14.  INCOME TAXES

The Company’s US and foreign pre-tax income is summarized in the table below:

Amounts in thousands

2020

2019

2018

Income before taxes:

US

$

(45,927)

$

(3,736)

$

1,329

Foreign

2,639

(8,231)

4,594

Total income before taxes

$

(43,288)

$

(11,967)

$

5,923

The Company’s provision for income taxes is summarized as follows:

For the year ended December 31,

Amounts in thousands

2020

2019

2018

US - Current

$

270

$

316

$

682

US - Deferred

973

(199)

12

Provision for US income taxes

$

1,243

$

117

$

694

Foreign - Current

$

1,130

$

3,748

$

1,257

Foreign - Deferred

2,475

309

(34)

Provision for foreign income taxes

$

3,605

$

4,057

$

1,223

Total provision for income taxes

$

4,848

$

4,174

$

1,917



 

 

 

 

 

 

 

 

 



 

For the year

Amounts in thousands

 

ended December 31,



 

 

2017

 

 

2016

 

 

2015

U.S. Federal - Current

 

$

1,283 

 

$

85 

 

$

84 

U.S. Federal - Deferred

 

 

(786)

 

 

 

 

Provision for U.S. federal income taxes

 

$

497 

 

$

85 

 

$

84 



 

 

 

 

 

 

 

 

 

Foreign - Current

 

$

3,094 

 

$

1,898 

 

$

2,875 

Foreign - Deferred

 

 

969 

 

 

(196)

 

 

(1,305)

Provision for foreign income taxes

 

 

4,063 

 

 

1,702 

 

 

1,570 

Total provision for income taxes

 

$

4,560 

 

$

1,787 

 

$

1,654 

The Company’s effective income tax rate differs from the statutory federal income tax rate as follows:

 

 

Amounts in thousands

2017

2016

2015

2020

2019

2018

U.S. Federal income tax statutory rate

35.0% 34.0% 34.0% 

US federal income tax statutory rate

(21.0%)

21.0%

Foreign income taxes

(9.1%)(10.0%)(17.6%)

(2.2%)

6.8%

8.9%

Equity in Polish investment

0.0% 0.0% 

State income tax (net of federal benefit)

2.4% 0.2% 0.0% 

(3.8%)

(0.3%)

0.9%

Meals, entertainment, gifts & giveaways

2.0% 1.1% 1.0% 

Statutory to GAAP adjustments, including foreign currency

2.8% 0.5% (1.2%)

Meals, entertainment, gifts and giveaways

2.4%

3.1%

Statutory to US GAAP adjustments, including foreign currency

(1.8%)

3.7%

(16.0%)

Valuation allowance

(45.9%)(17.4%)(16.5%)

41.0%

32.3%

Unrecognized tax benefit

0.1% 0.0% 4.3% 

1.1%

Stock options

1.6% 3.4% 

(0.1%)

1.9%

2.5%

Tax authority audit adjustment

0.0% 3.6% 

Tax Act impact

43.5% 0.0% 0.0% 

5.6%

7.0%

Permanent and other items

4.2% 1.5% 0.3% 

(0.9%)

3.5%

3.9%

Total provision for income taxes

36.6% 11.5% 11.3% 

11.2%

34.9%

32.4%

The Company’s current year effective income tax rate for the year ended December 31, 2020 was impacted by a decrease in pre-tax income in Canada, Mauritius and Poland.11.2%. The comparison of pre-tax incomeloss of $12.5($43.3) million for the year ended December 31, 2017,2020 compared to pre-tax incomeloss of $15.6($12.0) million for the year ended December 31, 20162019 should be considered when comparing tax rates year over year.year-over-year. The Company’s overall effective tax rate of 36.6% was significantly driven by the full releasevaluation allowances of various deferred tax assets and statutory to US GAAP adjustments, which include foreign currency adjustments for foreign subsidiaries. Approximately 60% of the U.S.income tax recorded during 2020 relates to a valuation allowance in 2017 and the Tax Act. A majority of the earnings recognized by the Company during the year ended December 31, 2017 were from the Company’s propertieson deferred tax assets recorded in Canada, which accounted for 47.6% of the totalhad a 24.0% income tax expense recorded.

rate during 2020. The Tax Act, which was enacted on December 22, 2017, makes significant changes to the Internal Revenue Code effective for 2018, although certain provisions affected the Company’s 2017 financial results. The changes impacting 2017 results include, but are not limited to, the write-down of net deferred tax assets resulting from the reduction in the U.S. federal corporate income tax rate in the United States for 2020 was 21%; additionally, the Company is subject to Colorado, Missouri and West Virginia state jurisdictions that had corporate tax rates ranging from 35%4.0% to 21% and imposing a one-time deemed transition6.5% in 2020. The Company’s effective tax on certain unremitted earnings of foreign subsidiaries.  Duerate in the United States for 2020 was (2.7%), primarily due to the complexities involvedvaluation allowance of deferred tax assets recorded during 2020, as well as other

-F42-


permanent items such as nondeductible stock compensation and lobbying costs. The effective tax rate of 15.1% related to 2020 earnings in accounting for the enactment of the Tax Act, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”),Poland, which provides guidance on accounting for thehas a 19.0% income tax effectsrate, was due to nondeductible payments to certain governing authorities as well as nondeductible meals, entertainment, gifts and giveaways. The effective tax rate of 0.0% related to 2020 earnings in the Tax Act. SAB 118 providesUK, which has a measurement period that may not extend beyond one year from the Tax Act enactment date19.0% income tax rate, was due primarily to complete the accounting fora valuation allowance and the impact of the Tax Act. SAB 118 allows the CompanyCCB’s liquidation. The effective tax rate of 15.2% related to provide provisional estimates of the impact of the Tax Act2020 earnings in its financial statements for the year ended December 31, 2017.  The CompanyMauritius, which has not completed its analysis of the tax impact resulting from the enactment of the Tax Act and the provisional amounts will be refined as needed during the measurement period allowed by SAB 118. While the Company believes that it has made reasonable estimates of the impact of the U.S. corporatea 3.0% income tax rate, reductionwas due to various permanent addbacks and the one-time deemed transitionpremeasurement of various deferred tax on unremitted earningsitems using a 15.0% tax rate, which will be effective beginning for the tax year 2021. The effective tax rate of foreign subsidiaries, these estimates could change as the Company continues to analyze IRS guidance(7.9%) related to 2020 earnings in Austria, which has a 25.0% income tax rate, was due to various permanent addbacks, including the Tax Act as it is released. Further changes could result asvaluation allowance recorded on the Company refines its calculations surrounding the remeasurement of itsCompany’s deferred tax balances, as well as its calculationsassets in Austria. The movement of earningsexchange rates for intercompany loans denominated in US dollars further impacts the effective income tax rate because foreign currency gains and profits as usedlosses generally are not taxed until realized. Therefore, the overall effective income tax rate was significantly impacted in 2020 and can be significantly impacted by foreign currency gains or losses in the computation of the transition tax.future.

-F29-


Provisional amounts

·

Deferred tax assets and liabilities: The Company remeasured deferred tax assets and liabilities using the rates at which they are expected to reverse in the future, which would be a blended rate of 24.66%, comprised of a 21% federal rate and a 3.66% state income tax rate net of federal benefit. The provisional amounts recorded for the remeasurement of the Company's deferred tax assets and liabilities was an income tax expense of $0.3 million. However, this remeasurement is based on estimates as of the enactment date of the Tax Act and the Company’s current analysis of the numerous complex tax law changes in the Tax Act.  As the Company finalizes its analysis of the tax law changes in the Tax Act, including the impact on its current year tax return filing positions, the Company will update provisional amounts for this remeasurement.  Additionally, due to the size and nature of the one-time transition tax, any change in the one-time transition tax provisional estimate could directly impact the remeasurement of deferred tax assets and liabilities.

·

U.S. taxation on foreign earnings: A key component of the Tax Act includes a one-time transition tax applied to foreign earnings that were not previously subject to U.S. tax. This one-time transition tax is based on total post-1986 foreign earnings and profits that were previously deferred from U.S. income taxes. The Company recorded a provisional amount of $5.1 million for the one-time transition tax liability based on its estimates of post-1986 foreign earnings and profits. Previously, the Company had not recorded a deferred tax liability related to these post-1986 foreign earnings because management did not expect to repatriate these earnings and subject them to U.S. taxation due to the nature of the Company’s foreign operations. Because the Tax Act does not address certain aspects of the calculation of the transition tax, leaving them open to interpretation, the U.S. Treasury Department is expected to issue regulations to provide clarification on calculating the transition tax. Additionally, the Company continues to gather post-1986 foreign earnings and profits support as well as substantiation for historical tax pool data, which will impact the provisional amount.  The Company expects to update its provisional amount following the issuance of regulations on the Tax Act by the U.S. Treasury Department and additional data gathering efforts.

The Tax Cuts and Jobs Act creates a new requirement(the “Tax Act”) created requirements that certain income, such as global intangible low-taxed income (“GILTI”), earned by a controlled foreign corporation (“CFC”) must be included currently in the gross income of the CFC’s U.S.US shareholder, effective in 2018. Because of the complexity of the new GILTI tax rules, the Company is continuing to evaluate this provision of the Tax Act. Under U.S.US GAAP, the Company is allowed to make an accounting policy choiceelection of either (1) treating taxes due on future U.S.US inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company’s selectionCompany has elected to account for GILTI as a current period expense and recorded a net tax expense of an accounting policy with respect to$0.5 million and less than $0.1 million for the new GILTIyears ended December 31, 2019 and 2018, respectively. There was 0 net tax rules will depend, in part, on analyzing its global income to determine whether it expects to have future U.S. inclusions in taxable incomeexpense related to GILTI and, if so, what the impact is expected to be. Because whether the Company expects to have future U.S. inclusions in taxable income related to GILTI depends not only on its current structure and estimated future results of global operations but also its intent and ability to modify its structure and/or business, the Company is not yet able to reasonably estimate the effect of this provision of the Tax Act. Therefore, the Company has not made any adjustments related to potential GILTI tax in its financial statements for the periodyear ended December 31, 2017, and the Company has not made a policy choice regarding whether to record deferred taxes on GILTI. The Company will continue to analyze the effects of the Tax Act on its financial statements. Additional impacts from the enactment of the Tax Act will be recorded as they are identified during the measurement period as allowed in SAB 118.2020.

The Company assesses the continuing need for a valuation allowance that results from uncertainty regarding its ability to realize the benefits of the Company’s deferred tax assets. During 2017, the Company released its $5.7 million U.S. valuation allowance on its U.S. deferred tax assets, resulting in a tax benefit. The Company analyzed the likelihood of future realization of the U.S. deferred tax assets, including recent cumulative earnings by taxing jurisdiction, expectations of future taxable income or loss, the amount of net operating loss carryforwards not subject to limitations, the number of periods it will take to realize the net operating loss carryforwards and other relevant factors. Based on this analysis, the Company concluded that operations in the U.S. had attained a sustained level of profitability sufficient to reduce its valuation allowance.

The Company records deferred tax assets and liabilities based on the difference between the financial statement and income tax basis of assets and liabilities using the enacted statutory tax rate in effect for the year these differences are expected to be taxable or reversed. Deferred income tax expenses or credits are based on the changes in the asset or liability from period to period. The recorded deferred tax assets are reviewed for impairment on a quarterly basis by reviewing the Company’s internal estimates for future taxable income. The Company assesses the need for a valuation allowance based on its ability to realize the benefits of the Company’s deferred tax assets.

-F43-

-F30-


The Company’s deferred income taxes at December 31, 20172020 and 20162019 are summarized as follows:

 

 

 

 

Amounts in thousands

 

 

2017

 

 

2016

2020

2019

Deferred tax assets (liabilities) - U.S. Federal and state:

 

 

 

 

 

 

 

 

 

 

Deferred tax assets (liabilities) - US Federal and state:

Deferred tax assets

 

 

 

 

Amortization of goodwill for tax

 

$

175 

 

$

316 

$

8,416

$

1,243

Amortization of startup costs

 

 

98 

 

 

190 

13

39

Property and equipment

 

 

433 

 

 

593 

Financing obligation to VICI Properties, Inc. subsidiaries

67,712

68,759

NOL carryforward

 

 

51 

 

 

4,167 

2,506

62

Operating and finance leases

488

302

Accrued liabilities and other

 

 

172 

 

 

668 

590

255

 

 

929 

 

 

5,934 

79,725

70,660

Valuation allowance

 

 

 

 

(5,717)

(12,371)

 

$

929 

 

$

217 

$

67,354

$

70,660

Deferred tax liabilities

 

 

 

 

 

 

Property and equipment

$

(66,677)

$

(69,164)

Operating and finance leases

(479)

(292)

Prepaid expenses

 

$

(143)

 

$

(217)

(198)

(231)

 

$

(143)

 

$

(217)

$

(67,354)

$

(69,687)

 

 

 

 

 

 

 

 

 

 

 

 

Long-term deferred tax asset (liability)

 

$

786 

 

$

Long-term deferred tax asset

$

$

973

 

 

 

 

 

 

Deferred tax assets (liabilities) - foreign

 

 

 

 

 

 

 

 

 

 

Deferred tax assets

 

 

 

 

 

 

Property and equipment

 

$

675 

 

$

715 

$

810

$

2,064

NOL carryforward

 

 

2,745 

 

 

2,806 

5,179

3,236

Tax credits

 

 

 

 

Accrued liabilities and other

 

 

1,046 

 

 

943 

854

734

Contingent liability

 

 

348 

 

 

684 

90

64

Exchange rate gain or (loss)

 

 

762 

 

 

819 

Operating and finance leases

9,583

10,498

Subsidiary liquidation

4,283

Exchange rate gain

1,236

839

 

 

5,576 

 

 

5,967 

22,035

17,435

Valuation allowance

 

 

 

 

(9,261)

(3,870)

 

$

5,576 

 

$

5,967 

$

12,774

$

13,565

Deferred tax liabilities

 

 

 

 

 

 

Property and equipment

 

$

(2,786)

 

$

(2,609)

$

(4,044)

$

(2,294)

Exchange rate gain or (loss)

 

(95)

 

(10)

Exchange rate loss

(199)

(347)

Intangibles

 

(1,317)

 

(1,229)

(1,105)

(1,083)

Operating and finance leases

(8,944)

(8,953)

Others

 

 

(642)

 

 

(414)

(495)

(428)

 

$

(4,840)

 

$

(4,262)

$

(14,787)

$

(13,105)

Long-term deferred tax (liability) asset

$

(2,013)

$

460

 

 

 

 

 

 

 

 

 

 

 

 

Long-term deferred tax asset (liability)

 

$

736 

 

$

1,705 

 

 

 

 

 

 

-F31-In 2019, the Acquired Casinos were treated as asset acquisitions for tax purposes and the assets and liabilities were stepped up to fair value. As a result, there were limited deferred tax assets or liabilities recorded in the Acquisition.


The Company has analyzed filing positions in all of the U.S.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 U.S.US federal tax return, its state tax returnreturns in Colorado, Missouri and West Virginia and its foreign tax returns in Canada and Poland as “major” tax jurisdictions, as defined by the Internal Revenue Code.

The Canadian Taxing AuthorityCompany is not currently conductingunder an income tax audit of CRA. The Company does not maintain a valuation allowance related to CRA and, as a result,in any US or foreign jurisdiction. However, any adjustment made by thea taxing authority in the future could have an impact on the effective tax rate.

-F44-


The Company’s income tax returns for the following periods are currently subject to examination:

Jurisdiction:Jurisdiction

Periods

U.S.US Federal

2007-20162007-2019

U.S.US State - Colorado

2005-20162007-2019

CanadaUS State – Missouri

2011-20162019

MauritiusUS State – West Virginia

2014-20162019

PolandCanada

2009-20162006-2019

AustriaMauritius

2012-20162017-2019

United KingdomPoland

N/A2015-2019

Austria

2015-2019

United Kingdom

2017-2019

The Company had income tax net operating loss carryforwards related to its domestic and international operations of approximately $14.9$41.6 million as of December 31, 2017.2020. The Company had recorded $3.5$7.7 million of deferred tax assets related to the net operating loss carryforwards, excluding the impact of the adjustmentadjustments of valuation allowances and unrecognized tax benefits. The deferred tax assets expire as follows:

Amounts in thousands

2026 - 2030

$

1,038 

2031 - 2037

2,485 

No expiration

Total deferred tax assets

$

3,523 

Amounts in thousands

2020 - 2030

$

429

2031 - 2040

4,449

No expiration

2,807

Total deferred tax assets

$

7,685

Certain net operating loss carryforwards in the Company’s filed income tax returns include unrecognized tax benefits. The deferred tax assets recognized for those net operating loss carryforwards are presented net of these unrecognized tax benefits.

As of December 31, 2017,2020, the Company’sCompany has accumulated undistributed earnings generated by its foreign subsidiaries that significantly exceed the approximately $27.5 million of cash and cash equivalents held by its foreign subsidiaries. Because substantially all of these accumulated undistributed earnings have becomepreviously been subject to athe one-time transition tax resulting fromon foreign earnings required by the Tax Act.Act or have been subject to tax under the GILTI regime, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company’s foreign investments would generally be limited to foreign and state taxes. The determination of the additional deferred taxes that would be provided for undistributed earnings has not been determined because the hypothetical calculation is not practicable. The Company continuesintends, however, to considerindefinitely reinvest these earnings and expects its foreign earnings indefinitely reinvested. Based on the Company’s capital, debt and liquidity position, there is no expected need forfuture US cash repatriation from foreign subsidiaries, and allgeneration to be sufficient to meet its future US cash held in foreign jurisdictions is considered permanently reinvested. These foreign earnings could become subject to additional taxes if they are repatriated to the United States.needs.

As of December 31, 2017,2020, the Company’s unrecognized tax benefit totaled $0.8 million.  The current year unrecognized tax benefit increased due to an unfavorable change in foreign exchange rates. A portion of this adjustment has been recorded as a component of taxes payable and a portion of this adjustment has been recorded as a reduction to deferred tax assets in the accompanying consolidated balance sheet as of December 31, 2017.2020. It is not anticipated that certain tax positions will be resolved within the next 12 months, which would decrease the Company’s balance of unrecognized tax benefits. The Company may, from time to time, be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. The Company’s total amount of unrecognized tax benefit isand changes to unrecognized tax benefit during the years ended December 31, 2020 and 2019 are summarized in the table below:

 

 

 

 

Amounts in thousands

 

2017

 

2016

2020

2019

Unrecognized tax benefit - January 1

 

$

754 

 

$

684 

$

821

$

820

Gross increases - tax positions in prior period

 

49 

 

70 

14

1

Gross decreases - tax positions in prior period

 

 

Gross increases - tax positions in current period

 

 

Settlements

 

 

Lapse of statute of limitations

 

 

 

 

Unrecognized tax benefit - December 31

 

$

803 

 

$

754 

$

835

$

821

The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. Related to the unrecognized tax benefits noted above, the Company accrued penalties and interest of less than $0.1 million during 20172020 and 2016.2019. The $0.8 million balance of unrecognized tax benefits, if recognized, would affect the effective tax rate.

-F45-

-F32-


The Company’s U.S. and foreign pre-tax income is summarized in the table below:



 

 

 

 

 

 

 

 

 

Amounts in thousands

 

2017

 

2016

 

2015

Income (loss) before taxes:

 

 

 

 

 

 

 

 

 

  U.S.

 

$

1,059 

 

$

138 

 

$

(1,593)

Foreign

 

 

11,392 

 

 

15,462 

 

 

16,238 

Total income before taxes

 

$

12,451 

 

$

15,600 

 

$

14,645 

12.15.  FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS REPORTING

Fair Value Measurements

The Company follows fair value measurement authoritative accounting guidance for all assets and liabilities measured at fair value. That authoritative accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Market or observable inputs are the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. The fair value hierarchy for grouping these assets and liabilities is based on the significance level of the following inputs:

·

Level 1 – quoted prices in active markets for identical assets or liabilities

·

Level 2 – quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable

·

Level 3 – significant inputs to the valuation model are unobservable

Level 1 – quoted prices in active markets for identical assets or liabilities

Level 2 – quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable

Level 3 – significant inputs to the valuation model are unobservable

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were no transfers between the three levels for the year ended December 31, 2020.

Recurring Fair Value Measurements

The estimated fair value and basis of valuation of the Company’s financial liabilities that are measured at fair value on a recurring basis were as follows:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts in thousands

 

December 31, 2017

 

December 31, 2016



 

Level 1

 

Level 2

 

Level 3

 

Level 1

 

Level 2

 

Level 3

Interest rate swap asset (1)

 

$

 

$

275 

 

$

 

$

 

$

 

$

Interest rate swap liability (1)

 

$

 

$

 

$

 

$

 

$

(129)

 

$



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) See “Derivative Instruments Reporting” below for detailed information regarding the Company's interest rate swap agreements.

The Company determinesdetermined the fair value of its interest rate swap agreements based on the notional amount of the swaps and the forward rate CAD-CDOR curve provided by Bloomberg and zero-coupon Canadian spot rates as of the valuation date. The Company classifiesclassified these instruments as Level 2 because the inputs into the valuation model cancould be corroborated utilizing observable benchmark market rates at commonly quoted intervals. The interest rate swap agreements ended in December 2019 when the Company’s BMO Credit Agreement was repaid.

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. During 2017,2020, the Company transferredwrote-down goodwill and intangible assets at certain properties based on forecasted losses and cash flows at these reporting units resulting from the LIM Center casino license at Casinos Poland to the Hilton Warsaw Hoteltriggering events caused by COVID-19 and, as a result, charged $0.1$34.1 million related to LIM Center leasehold improvements to operating costsimpairment – intangible and expenses duringtangible assets on its consolidated statement of (loss) earnings for the year ended December 31, 2017. During 2016, the Company determined that the fair value of the Katowice leasehold improvements was zero2020. Management’s assessments were designated as Level 3 measurements based on the expirationunobservable nature of the licenseinputs used to evaluate the goodwill and intangible assets. In addition, the Company impaired its MCE investment based on evaluations of the investment resulting from the triggering events caused by COVID-19. The Company made assessments about MCE’s ability to continue as a going concern and future cash flows of MCE. Management’s assessments were designated as Level 3 measurements based on the unobservable nature of the inputs used to evaluate the investment. The Company used an income approach and cost approach and weighted both equally. The resulting fair value was insignificant, and consequently the investment was fully impaired resulting in $1.0 million expense recorded as impairment – intangible and tangible assets on the Company’s consolidated statement of (loss) earnings for that casino. As a result, $0.4 million was charged to operating costs and expenses during the year ended December 31, 2016.2020. During 2019, the Company wrote down the casino license, leasehold improvements and other assets at CCB based on the losses incurred by the casino since operations began and future forecasts of continued losses due to the current regulatory environment for casinos in England and, as a result, charged $16.5 million to impairment – intangible and tangible assets on its consolidated statement of (loss) earnings for the year ended December 31, 2019. The Company classified these impairments as Level 3 because inputs into the valuation model were based on unobservable market information.

The Company applied the acquisition method of accounting for the Acquisition. Identifiable assets and liabilities assumed were recognized and measured at the fair value as of the acquisition date. The valuation of intangible assets was determined using an income approach methodology. The Company’s key assumptions included projected future revenues, customer attrition rates and discount rates ranging from 11% to 16%. See Note 3 for more information about the Acquisition and accounting for the Acquisition.

-F3346-


Long-Term Debt – The carrying value of the Company’s BMOMacquarie Credit Agreement approximates fair value based on the recently renegotiated terms and the variable interest paid on the obligation. The carrying value of the Company’s SCCLUniCredit Agreement and CPL credit agreement approximatesagreements approximate fair value based on the completion of the financing arrangement in September 2017 and the variable interest paid on the obligation.obligations. The carrying value of the CRM short-term line of credit approximates fair value due to the short-term nature of the agreement and recently negotiated terms. The estimated fair values of the outstanding balances under the BMOMacquarie Credit Agreement, CPL credit agreements and SCCL credit agreementUniCredit Loan Agreement are designated as Level 2 measurements in the fair value hierarchy based on quoted prices in active markets for similar liabilities. The faircarrying values of the Company’s capitalfinance lease obligations approximate fair value based on the similar terms and conditions currently available to the Company in the marketplace for similar financings. The fair value of CDR’s land lease was CAD 28.6 million ($22.8 million based on the exchange rate in effect on December 31, 2017) as of December 31, 2017. The estimated fair values of the outstanding balances related to the Company’s capital lease obligations and CDR’s land lease are designated as Level 3 measurements based on the unobservable nature of the inputs used to evaluate such liabilities.

Other Estimated Fair Value Measurements – The estimated fair values of other assets and liabilities, such as cash and cash equivalents, accounts receivable inventory, accrued payroll and accounts payable, have been determined to approximate carrying value based on the short-term nature of those financial instruments.As of December 31, 20172020 and 2016,2019, the Company had no0 cash equivalents.

Derivative Instruments Reporting

In April 2016, the Company began using interest rate swaps to mitigate the risk of variable interest rates under its BMO Credit Agreement. The interest rate swaps were repaid in December 2019 when the BMO Credit Agreement was repaid. The interest rate swaps were not designated as accounting hedges. These interest rate swaps reset monthly, and the difference to be paid or received under the terms of the interest rate swap agreements iswas accrued as interest rates changechanged and recognized as an adjustment to interest expense for the related debt. See Note 7 for details of the Company’s three interest rate swap agreements.

Changes in the variable interest rates to be paid or received pursuant to the terms of the interest rate swap agreements areThe Company recognized $0.7 million and $1.0 million in interest expense related to its interest rate swaps on the Company’sits consolidated statement of earnings. The location(loss) earnings for the years ended December 31, 2019 and effects of derivative instruments in the consolidated statements of earnings were as follows:2018, respectively.



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Amounts in thousands

 

 

 

 

 

 

 

 

 

 

 



 

 

 

For the year

Derivatives not designated as

 

Income Statement

 

ended December 31,

ASC 815 hedges

 

Classification

 

2017

 

2016

 

2015

Interest Rate Swaps

 

Interest Expense

 

$

476 

 

$

500 

 

$

651 



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

The location and fair value amounts of the Company’s derivative instruments in the consolidated balance sheets were as follows:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts in thousands

 

 

 

As of December 31, 2017

 

As of December 31, 2016

Derivatives not designated as ASC 815 hedges

 

Balance Sheet Classification

 

Gross Recognized Assets (Liabilities)

 

Gross Amounts Offset

 

Net Recognized Fair Value Assets (Liabilities)

 

Gross Recognized Assets (Liabilities)

 

Gross Amounts Offset

 

Net Recognized Fair Value Assets (Liabilities)

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps - current

 

Other current assets

 

$

77 

 

$

 

$

77 

 

$

 

$

 

$

Interest rate swaps - non-current

 

Deposits and other

 

 

198 

 

 

 

 

198 

 

 

 

 

 

 

Total derivative assets

 

 

 

$

275 

 

$

 

$

275 

 

$

 

$

 

$

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps - current

 

Accrued liabilities

 

$

 

$

 

$

 

$

(55)

 

$

 

$

(55)

Interest rate swaps - non-current

 

Taxes payable and other

 

 

 

 

 

 

 

 

(74)

 

 

 

 

(74)

Total derivative liabilities

 

 

 

$

 

$

 

$

 

$

(129)

 

$

 

$

(129)

-F34-


13.16.  SEGMENT AND GEOGRAPHIC INFORMATION

The Company reports its financial performance in three3 reportable segments based on the geographical locations in which its casinos operate: the United States, Canada and Poland. Operating segments are aggregated within reportable segments based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. The Company added Century Mile Racetrack and Casino and Saw Close Casino Ltd. to its operating segments based on the characteristics that both properties will have once operational. The Company’s operations related to Century Casino Bath, its concession, management and consulting agreements and certain other corporate and management operations have not been identified as separate reportable segments; therefore, these operations are included in Corporate and Other in the following segment disclosures to reconcile to consolidated results. All intercompany transactions are eliminated in consolidation.

The table below provides information about the aggregation of the Company’s reporting units and operating segments into reportable segments:

Reportable Segment

Operating Segment

CanadaReportable Segment

Operating Segment

Reporting Unit

United States

Colorado

Century Casino & Hotel - Central City

Century Casino & Hotel - Cripple Creek

West Virginia

Mountaineer Casino, Racetrack & Resort

Missouri

Century Casino Cape Girardeau

Century Casino Caruthersville

Canada

Edmonton

Century Casino & Hotel - Edmonton

Canada

Century Casino St. Albert

Canada

Century Mile Racetrack and Casino Calgary

Canada

Calgary

Century Downs Racetrack and Casino

Canada

Century Bets!Sports

Canada

Century Mile Racetrack and CasinoBets! Inc.

United StatesPoland

Century Casino & Hotel – Central CityPoland

Casinos Poland

United States

Century Casino & Hotel – Cripple Creek

Poland

Casinos Poland

Corporate and Other

Corporate and Other

Cruise Ships & Other

Corporate and Other

Saw Close Casino Ltd.

Corporate and Other

Corporate Other

-F47-


The Company’s chief operating decision maker is a management function comprised of two individuals. These two2 individuals are the Company’s Co-Chief Executive Officers. The Company’s chief operating decision makers and management utilize Adjusted EBITDA as a primary profit measure for its reportable segments. Adjusted EBITDA is a non-GAAPnon-US GAAP measure defined as net earnings (loss) attributable to Century Casinos, Inc. shareholders before interest expense (income), net, income taxes (benefit), depreciation, amortization, non-controlling interest (earnings) losses and transactions, pre-opening expenses, acquisition costs, non-cash stock-based compensation charges, asset impairment costs, (gain) loss on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions and other, gain on business combination and certain other one-time transactions. Expense related to the Master Lease is included in the interest expense (income), net line item. Intercompany transactions consisting primarily of management and royalty fees and interest, along with their related tax effects, are excluded from the presentation of net earnings (loss) and Adjusted EBITDA reported for each segment. Non-cash stock-based compensation expense is presented under Corporate and Other in the tables below as the expense is not allocated to reportable segments when reviewed by the Company’s chief operating decision makers.

-F35-


The following tables provide summary information regarding the Company’s segments for the years ended December 31, 2017,  20162020, 2019 and 2015:2018:

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2017

For the year ended December 31, 2020

Amounts in thousands

 

Canada

 

United States

 

Poland

 

Corporate and Other

 

Total

United States

Canada

Poland

Corporate and Other

Total

Net operating revenue (1)

 

$

57,732 

 

$

32,154 

 

$

59,796 

 

$

4,387 

 

$

154,069 

$

198,344

$

50,240

$

54,271

$

1,413

$

304,268

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

$

11,685 

 

$

5,597 

 

$

3,304 

 

$

(8,135)

 

$

12,451 

Loss before income taxes

$

(29,548)

$

6,869

$

(2,578)

$

(18,031)

$

(43,288)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

 

$

7,681 

 

$

3,469 

 

$

1,280 

 

$

(6,171)

 

$

6,259 

Net (loss) earnings attributable to Century Casinos, Inc. shareholders

$

(30,571)

$

2,551

$

(1,373)

$

(18,609)

$

(48,002)

Interest expense (income), net(2)

 

3,487 

 

 

105 

 

(25)

 

3,569 

28,357

2,047

27

12,667

43,098

Income taxes (benefit)

 

3,008 

 

2,128 

 

1,388 

 

(1,964)

 

4,560 

1,023

3,765

(518)

578

4,848

Depreciation and amortization

 

3,427 

 

2,405 

 

2,747 

 

366 

 

8,945 

17,580

5,264

3,124

566

26,534

Net earnings attributable to non-controlling interests

 

996 

 

 

636 

 

 

1,632 

Net earnings (loss) attributable to non-controlling interests

553

(687)

(134)

Non-cash stock-based compensation

 

 

 

 

669 

 

669 

(214)

(214)

(Gain) loss on foreign currency transactions, cost recovery income and other

 

(564)

 

 

(822)

 

24 

 

(1,362)

Loss on disposition of fixed assets

 

83 

 

 

535 

 

 

622 

Gain on foreign currency transactions, cost recovery income and other (3)

(6,015)

(233)

(6,897)

(13,145)

Impairment - intangible and tangible assets

30,746

3,375

1,000

35,121

Loss (gain) on disposition of fixed assets

64

(43)

4

1

26

Acquisition costs

 

28 

 

 

 

327 

 

355 

266

266

Pre-opening expenses

 

25 

 

 

537 

 

275 

 

837 

Adjusted EBITDA

 

$

18,171 

 

$

8,005 

 

$

6,406 

 

$

(6,496)

 

$

26,086 

$

47,199

$

11,497

$

344

$

(10,642)

$

48,398

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-lived assets

 

$

86,361 

 

$

49,403 

 

$

12,512 

 

$

4,502 

 

$

152,778 

Total assets

$

417,388

$

181,477

$

49,372

$

32,523

$

680,760

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures (2)

 

$

6,476 

 

$

672 

 

$

2,186 

 

$

1,793 

 

$

11,127 

$

7,767

$

2,057

$

719

$

162

$

10,705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)Net operating revenue for the Corporate and Other segment primarily relates to CCB and the Company’s cruise ship operations.

(2)Expense of $28.4 million related to the Master Lease is included in interest expense (income), net in the United States segment. Expense of $1.5 million related to the CDR land lease is included in interest expense (income), net in the Canada segment. Cash payments related to the Master Lease and CDR land lease were $25.0 million and $1.3 million, respectively, for the period presented.

(3)Income of $6.5 million is included in the Canada segment related to the sale of the casino operations of Century Casino Calgary.

(1)

Net operating revenue for Corporate and Other primarily relates to the Company’s cruise ship operations.

(2)

Capital expenditures in 2017 included purchases of property and equipment of $4.6 million related to Century Mile in the Canada segment and $1.5 million related to Saw Close Casino in the Corporate and Other segment.

-F36-


-F48-



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



For the year ended December 31, 2016

Amounts in thousands

 

Canada

 

United States

 

Poland

 

Corporate and Other

 

Total

Net operating revenue (1)

 

$

50,237 

 

$

30,135 

 

$

54,890 

 

$

3,972 

 

$

139,234 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

$

12,381 

 

$

4,705 

 

$

5,647 

 

$

(7,133)

 

$

15,600 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

 

$

8,448 

 

$

2,890 

 

$

2,921 

 

$

(5,044)

 

$

9,215 

Interest expense (income), net

 

 

3,037 

 

 

 

 

71 

 

 

(22)

 

 

3,088 

Income taxes (benefit)

 

 

796 

 

 

1,815 

 

 

1,265 

 

 

(2,089)

 

 

1,787 

Depreciation and amortization

 

 

3,049 

 

 

2,488 

 

 

2,430 

 

 

382 

 

 

8,349 

Net earnings attributable to non-controlling interests

 

 

3,137 

 

 

 

 

1,461 

 

 

 

 

4,598 

Non-cash stock-based compensation

 

 

 

 

 

 

 

 

759 

 

 

759 

(Gain) loss on foreign currency transactions, cost recovery income and other

 

 

(2,232)

 

 

 

 

(310)

 

 

19 

 

 

(2,523)

Loss on disposition of fixed assets

 

 

27 

 

 

 

 

301 

 

 

 

 

330 

Acquisition costs

 

 

 

 

 

 

 

 

159 

 

 

159 

Adjusted EBITDA

 

$

16,262 

 

$

7,197 

 

$

8,139 

 

$

(5,836)

 

$

25,762 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-lived assets

 

$

77,015 

 

$

51,142 

 

$

10,612 

 

$

1,994 

 

$

140,763 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures (2)

 

$

13,536 

 

$

1,165 

 

$

1,334 

 

$

611 

 

$

16,646 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Net operating revenue for Corporate and Other primarily relates to the Company’s cruise ship operations.

(2)

Capital expenditures for Canada in 2016 included purchases of property and equipment of $9.5 million related to the Apex Acquisition (Note3).

-F37-


For the year ended December 31, 2019

Amounts in thousands

United States

Canada

Poland

Corporate and Other

Total

Net operating revenue (1)

$

49,998

$

80,650

$

81,894

$

5,685

$

218,227

Earnings (loss) before income taxes

$

7,843

$

11,242

$

6,814

$

(37,866)

$

(11,967)

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

$

5,825

$

6,669

$

3,466

$

(35,115)

$

(19,155)

Interest expense (income), net (2)

1,635

5,312

197

1,085

8,229

Income taxes (benefit)

2,018

3,278

1,617

(2,739)

4,174

Depreciation and amortization

2,330

4,539

3,064

910

10,843

Net earnings (loss) attributable to non-controlling interests

1,295

1,731

(12)

3,014

Non-cash stock-based compensation

1,303

1,303

(Gain) loss on foreign currency transactions and cost recovery income

(439)

(1,096)

223

(1,312)

Impairment - intangible and tangible assets

16,486

16,486

Loss on disposition of fixed assets

17

20

413

345

795

Acquisition costs

5,366

5,366

Pre-opening expenses

538

538

Adjusted EBITDA

$

11,825

$

21,212

$

9,392

$

(12,148)

$

30,281

Total assets (3)

$

458,351

$

191,925

$

51,921

$

24,703

$

726,900

Capital expenditures (4)

$

1,148

$

17,865

$

4,188

$

837

$

24,038

(1)Net operating revenue for the Corporate and Other segment primarily relates to CCB and the Company’s cruise ship operations.

(2)Expense of $1.6 million related to the Master Lease is included in interest expense (income), net in the United States segment. Expense of $2.2 million related to the CDR land lease is included in interest expense (income), net in the Canada segment. Cash payments related to the Master Lease and CDR land lease were $3.8 million and $2.0 million, respectively, for the period presented.

(3)Total assets in the United States segment include $404.5 million related to the Acquired Casinos.

(4)Capital expenditures in 2019 included construction costs of $15.0 million related to Century Mile in the Canada segment.


-F49-


 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2015

For the year ended December 31, 2018

Amounts in thousands

 

Canada

 

United States

 

Poland

 

Corporate and Other

 

Total

United States

Canada

Poland

Corporate and Other

Total

Net operating revenue (1)

 

$

45,203 

 

$

28,438 

 

$

52,208 

 

$

7,885 

 

$

133,734 

$

33,483

$

61,361

$

68,209

$

5,885

$

168,938

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

$

9,384 

 

$

3,842 

 

$

5,483 

 

$

(4,064)

 

$

14,645 

Earnings (loss) before income taxes

$

5,881

$

10,973

$

367

$

(11,298)

$

5,923

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

 

$

7,432 

 

$

2,381 

 

$

2,899 

 

$

(1,192)

 

$

11,520 

$

4,373

$

7,715

$

(153)

$

(8,541)

$

3,394

Interest expense (income), net(2)

 

3,160 

 

 

129 

 

(13)

 

3,277 

1

3,895

206

12

4,114

Income taxes (benefit)

 

1,929 

 

1,461 

 

1,136 

 

(2,872)

 

1,654 

1,508

2,536

595

(2,722)

1,917

Depreciation and amortization

 

2,472 

 

2,558 

 

2,571 

 

398 

 

7,999 

2,178

3,211

3,065

945

9,399

Net earnings attributable to non-controlling interests

 

23 

 

 

1,448 

 

 

1,471 

Net earnings (loss) attributable to non-controlling interests

722

(75)

(35)

612

Non-cash stock-based compensation

 

 

 

 

1,641 

 

1,641 

868

868

(Gain) loss on foreign currency transactions, cost recovery income and other

 

(685)

 

 

(1,444)

 

 

(2,126)

(235)

(428)

2

(661)

Loss on disposition of fixed assets

 

11 

 

 

341 

 

30 

 

382 

1

10

1,054

25

1,090

Pre-opening expenses

 

345 

 

 

 

 

345 

1,668

626

350

2,644

Other one-time (income) costs (2)

 

 

 

 

 

 

 

 

(3,365)

 

 

(3,365)

Adjusted EBITDA

 

$

14,687 

 

$

6,401 

 

$

7,080 

 

$

(5,370)

 

$

22,798 

$

8,061

$

19,522

$

4,890

$

(9,096)

$

23,377

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-lived assets

 

$

64,985 

 

$

52,431 

 

$

12,431 

 

$

1,735 

 

$

131,582 

Total assets

$

56,302

$

155,666

$

29,608

$

37,249

$

278,825

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

15,637 

 

$

1,580 

 

$

1,251 

 

$

407 

 

$

18,875 

Capital expenditures (3)

$

1,183

$

42,029

$

5,134

$

8,428

$

56,774

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Net operating revenue for Corporate and Other primarily relates to the Company’s cruise ship operations.

(2)

Other one-time income for Corporate and Other relates to $3.4 million for the termination agreement with Norwegian.

(1)Net operating revenue for the Corporate and Other segment primarily relates to the Company’s cruise ship operations.

14.(2)Expense of $2.1 million related to the CDR land lease is included in interest expense (income), net in the Canada segment. Cash payments related to the CDR land lease were $2.1 million for the period presented.

(3)Capital expenditures in 2018 included construction costs of $40.0 million related to Century Mile in the Canada segment.

17.  COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

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, except for the proceedings involving the Polish Internal Revenue Service (“Polish IRS”) described below.

Casinos Poland

Since 2011, the Polish IRS has conducted a series of tax audits of CPL to review the calculation and payment of personal income tax by CPL employees for periods ranging from 2007 to 2013. The Polish IRS has asserted that CPL should calculate, collect and remit to the Polish IRS personal income tax on tips received by CPL employees from casino customers and has prevailed in several court challenges by CPL. Through December 31, 2017,2020, CPL has paid PLN 9.414.3 million ($2.94.2 million) to the Polish IRS related to these audits. As a result of one court decision currently on appeal, which is scheduled to be heard in April 2018, CPL’s tax records for 2009 remain open for audit. 

-F38-


The Polish IRS did not conduct a tax audit for the period from January 1, 2010 to November 30, 2010, and the statute of limitations has passed for an audit to be conducted. As a result, the Company adjusted its contingent liability related to the CPL taxes to remove the estimated taxes accrued for the 20102015 and 2014 tax year.years due to the statute of limitations expiring. The adjustmentadjustments reduced the contingent liability by PLN 3.42.7 million ($0.90.7 million) and PLN 2.2 million ($0.6 million) in December 20152020 and was2019, respectively, and were recorded as gain on foreign currency transactions, cost recovery income and other on the Company’s consolidated statement of (loss) earnings for the yearyears ended December 31, 2015.  2020 and 2019, respectively.

In June 2017, the Polish IRS began conducting a tax audit of 2012 and 2013. The audit was completed in August 2017. CPL estimates that it will be required to pay PLN 4.8 million ($1.4 million based on the exchange rate in effect on December 31, 2017) related to this audit. The Polish IRS has not issued an official decision on this audit. CPL plans to file an appeal if the tax decision would result in a payment to the Polish IRS.

The balance of the estimated potential contingent liability on the Company’s consolidated balance sheet for all open periods as of December 31, 20172020 is PLN 6.31.8 million ($1.80.5 million based on the exchange rate in effect on December 31, 2017)2020). The Company has evaluated the contingent liability recorded on its consolidated balance sheet as of December 31, 20172020 and has concluded that it is properly accrued in light of the Company’s estimated obligation related to personal income tax on tips as of December 31, 2017.2020. Additional court decisions and other proceedings by the Polish IRS may expose the Company to additional employment tax obligations in the future. Any additional tax obligations are not probable or estimable and the Company has not recorded any additional obligation related to such taxes as of December 31, 2017.2020. Additional tax obligations assessed in the future as a result of these matters, if any, may be material to the Company’s financial position, results of operations and cash flows.

-F50-


In October 2016,March 2020, the Company filedassessed the likelihood of the collectability of a motion for arbitration in Poland againstreceivable from LOT Polish Airlines (“LOT”), which previously owned a 33.3% interest in CPL that it sold to the Company in 2013. The Company is seekingDue to COVID-19, LOT grounded flights in March 2020. Based on past efforts to collect amounts owed to the Companyon LOT’s portions of payments made by LOT Polish Airlines in connection with the payments madeCPL to the Polish IRS for the tax periods December 1, 2007in January 2009 to December 31, 2008March 2013 and January 1, 2011analysis of LOT’s ability to January 31, 2011 pursuant to an agreement with LOT Polish Airlines under whichpay, the Company acquired the additional 33.3% interest in CPL. In June 2017, the arbitrator awarded the Companywrote-down PLN 1.23.0 million ($0.30.7 million based on the exchange rate in effect on March 31, 2020) to general and administrative expenses on its consolidated statement of (loss) earnings for the year ended December 31, 2017) related to its claim for the periods indicated. LOT Polish Airlines is appealing the decision.2020.

Distribution to Non-Controlling Interest – The Company purchased a portion of its ownership interest in CDR in November 2013. Prior to the Company’s acquisition of its ownership interest in CDR, the non-controlling shareholders built infrastructure in the land surrounding CDR. When funds for the use of this infrastructure are received by CDR from unrelated parties, they are distributed to CDR’s non-controlling shareholders through non-controlling interest. The Company distributed $0.6$0.2 million, $0.4 million and $1.6$0.6 million related to the infrastructure to CDR’s non-controlling shareholders during the years ended December 31, 20172020, 2019 and 2016,2018, respectively.

Employee Benefit Plans – The Company provides its employees in Coloradothe 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 six-yearsix year period. ForThe Company contributed $0.3 million for the year ended December 31, 2017, the Company contributed2020 and $0.1 million to the 401K Plan. Forfor each of the years ended December 31, 20162019 and 2015, the Company contributed less than $0.1 million to the 401K Plan.2018.

The Company provides its employees in Canada with two2 registered retirement plans: the Registered Savings Plan (the “RSP Plan”) and Registered Pension Plan (the “RPP Plan”, and collectively the “RSP and RPP Plans”). The RSP and RPP Plans allow eligible employees to make tax-deferred cash contributions that are matched on a discretionary basis by the Company up to a specified level. Participants in the RPP Plan become fully vested in employer contributions over a two-yeartwo year period, and participants in the RSP Plan become fully vested in employer contributions immediately. The Company contributed $0.2 million $0.2 million and $0.1 million to the RSP and RPP Plans duringfor each of the years ended December 31, 2017,  20162020, 2019 and 2015, respectively.2018.

-F39-


Operating Lease Commitments–  The Company has entered into certain noncancelable operating leases for real property and equipment. Rental expenses, including month-to-month rentals, were $4.6 million, $3.9 million, and $3.9 million for the years ended December 31, 2017, 2016 and 2015, respectively.

Following is a summary of noncancelable operating lease commitments over the next five years:



 

 

 

Amounts in thousands

 

 

 

2018

 

$

2,440 

2019

 

 

2,084 

2020

 

 

2,066 

2021

 

 

2,075 

2022

 

 

2,043 

Total

 

$

10,708 



 

 

 

15.18.  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 the consolidated statements of (loss) earnings (loss) are charges frompayments to both Flyfish and Focus for a total of $0.7 million for each of the years ended December 31, 2017,  20162020, 2019 and 2015.2018.

16.19.  UNAUDITED SUMMARIZED QUARTERLY DATA

Summarized quarterly financial data for 20172020 and 20162019 are as follows:

For the year ended December 31, 2020

Amounts in thousands, except for per share information:

1st Quarter (1)

2nd Quarter (2)

3rd Quarter

4th Quarter (3)

Net operating revenue

$

87,656

$

36,103

$

95,706

$

84,801

(Loss) earnings from operations

(31,772)

(2,114)

15,014

18,747

Net (loss) earnings

(45,661)

(13,197)

3,956

6,766

Net (loss) earnings attributable to Century Casinos, Inc. shareholders

(45,856)

(12,607)

3,748

6,713

Basic (loss) earnings per share:

(Loss) earnings from operations

$

(1.08)

$

(0.07)

$

0.51

$

0.63

Net (loss) earnings attributable to Century Casinos, Inc. shareholders

$

(1.55)

$

(0.43)

$

0.13

$

0.23

Diluted (loss) earnings per share:

(Loss) earnings from operations

$

(1.08)

$

(0.07)

$

0.51

$

0.63

Net (loss) earnings attributable to Century Casinos, Inc. shareholders

$

(1.55)

$

(0.43)

$

0.13

$

0.22



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

For the year ended December 31, 2017

Amounts in thousands, except for per share information:

 

 

1st Quarter

 

 

2nd Quarter

 

 

3rd Quarter (1)

 

 

4th Quarter (2)

Net operating revenue

 

$

36,398 

 

$

37,330 

 

$

41,048 

 

$

39,293 

Earnings from operations

 

 

4,490 

 

 

3,641 

 

 

4,777 

 

 

1,706 

Net earnings (loss)

 

 

2,797 

 

 

2,170 

 

 

7,952 

 

 

(5,030)

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

 

 

2,159 

 

 

1,802 

 

 

7,630 

 

 

(5,334)

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

$

0.18 

 

$

0.15 

 

$

0.20 

 

$

0.07 

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

 

$

0.09 

 

$

0.07 

 

$

0.31 

 

$

(0.20)

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

$

0.18 

 

$

0.15 

 

$

0.19 

 

$

0.06 

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

 

$

0.09 

 

$

0.07 

 

$

0.31 

 

$

(0.19)



 

 

 

 

 

 

 

 

 

 

 

 

(1)

The Company released a $5.7 million U.S. valuation allowance on its U.S. deferred tax assets, resulting in a tax benefit and increasing net earnings and net earnings attributable to Century Casinos, Inc. shareholders by the same amount.

(2)

The Company recognized tax expense of $5.4 million related to the Tax Act, increasing net loss and net loss attributable to Century Casinos, Inc. shareholders by the same amount.

-F51-

-F40-


For the year ended December 31, 2019

Amounts in thousands, except for per share information:

1st Quarter

2nd Quarter (4)

3rd Quarter

4th Quarter (5)

Net operating revenue

$

45,613

$

52,445

$

52,935

$

67,236

Earnings (loss) from operations

3,446

2,598

3,480

(14,745)

Net earnings (loss)

1,723

358

1,047

(19,269)

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

1,068

(565)

482

(20,140)

Basic earnings per share:

Earnings (loss) from operations

$

0.12

$

0.09

$

0.12

$

(0.50)

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

$

0.04

$

(0.02)

$

0.02

$

(0.68)

Diluted earnings per share:

Earnings (loss) from operations

$

0.11

$

0.09

$

0.12

$

(0.50)

Net earnings (loss) attributable to Century Casinos, Inc. shareholders

$

0.04

$

(0.02)

$

0.02

$

(0.68)



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

For the year ended December 31, 2016

Amounts in thousands, except for per share information:

 

 

1st Quarter

 

 

2nd Quarter

 

 

3rd Quarter

 

 

4th Quarter (1)

Net operating revenue

 

$

33,226 

 

$

35,201 

 

$

34,526 

 

$

36,279 

Earnings from operations

 

 

4,082 

 

 

4,541 

 

 

3,835 

 

 

3,706 

Net earnings

 

 

2,740 

 

 

4,326 

 

 

2,413 

 

 

4,334 

Net earnings attributable to Century Casinos, Inc. shareholders

 

 

2,281 

 

 

2,249 

 

 

1,887 

 

 

2,798 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

$

0.17 

 

$

0.18 

 

$

0.16 

 

$

0.15 

Net earnings attributable to Century Casinos, Inc. shareholders

 

$

0.09 

 

$

0.09 

 

$

0.08 

 

$

0.12 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

$

0.17 

 

$

0.18 

 

$

0.16 

 

$

0.15 

Net earnings attributable to Century Casinos, Inc. shareholders

 

$

0.09 

 

$

0.09 

 

$

0.08 

 

$

0.11 



 

 

 

 

 

 

 

 

 

 

 

 

(1)

In October 2016, operations began at CSA. In addition, the Company released its $2.2 million Canadian valuation allowance on CDR’s deferred tax assets, resulting in a tax benefit and increasing net earnings and net earnings attributable to Century Casinos, Inc. shareholders.

(1)The Company impaired assets related to goodwill and intangible assets due to triggering events caused by COVID-19. See Notes 4 and 6.

(2)The Company’s casinos were temporarily closed during the quarter and the Company permanently closed CCB and deconsolidated CCB. See Note 1.

(3)The Company sold the casino operations of CAL. See Note 1. Casinos in Canada and Poland were temporarily closed in December 2020 to comply with quarantines issued by governments to contain the spread of COVID-19.

17.(4)CMR began operating in April 2019.

(5)The Company completed the Acquisition in December 2019. See Note 3. In addition, the Company impaired assets related to CCB in December 2019. See Notes 5, 6 and 10.

20.  SUBSEQUENT EVENTS

The Company evaluated subsequent events and accounting and disclosure requirements related to including material subsequent events in its consolidated financial statements and related notes. The Company did not identify any material subsequent events impacting its consolidated financial statements in this report.

-F52-

-F41-