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What changed in CENTURY CASINOS INC /CO/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CENTURY CASINOS INC /CO/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+339 added−392 removedSource: 10-K (2026-03-18) vs 10-K (2025-03-13)

Top changes in CENTURY CASINOS INC /CO/'s 2025 10-K

339 paragraphs added · 392 removed · 243 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

48 edited+11 added−9 removed37 unchanged
Biggest changeCentury Mile Racetrack and Casino – Edmonton, Alberta, Canada (“CMR” or “Century Mile”). CMR is located on Edmonton International Airport land close to the city of Leduc, south of Edmonton. CMR is a multi-level REC with a one mile horse racetrack. In addition to the casino, the REC has two restaurants, two bars and an off-track betting parlor.
Biggest changeIn addition to the casino, the facility has an off-track betting parlor, a restaurant, a bar, a sports bar and lounge, a banquet facility and 585 surface parking spaces. 4 Century Mile Racetrack and Casino – Edmonton, Alberta, Canada (“CMR” or “Century Mile”). CMR is located on Edmonton International Airport land close to the city of Leduc, south of Edmonton.
CTL has 20 competitors within a mile of the casino, including competitors in Black Hawk that have larger hotels, upscale dining, performance centers and spa facilities. There are competitors in each city that offer covered parking and more hotel rooms than our casinos.
CTL has 20 competitors within a mile of the casino, including competitors in the city of Black Hawk that have larger hotels, upscale dining, performance centers and spa facilities. There are competitors in each city that offer covered parking and more hotel rooms than our casinos.
In addition to the casino and hotel, the facility has five food and beverage venues, an 18-hole golf course, a 5,000 square foot events center, several meeting spaces, a spa, several outdoor activities and approximately 750 surface parking spaces neighboring the casino. Midwest – Century Casino & Hotel – Caruthersville – Caruthersville, Missouri (“CCV” or “Caruthersville”).
In addition to the casino and hotel, the facility has five food and beverage venues, an 18-hole golf course, a 5,000 square foot events center, several meeting spaces, a spa, several outdoor activities and approximately 750 surface parking spaces neighboring the casino. US Midwest Century Casino & Hotel – Caruthersville – Caruthersville, Missouri (“CCV” or “Caruthersville”).
In the United States, our players’ club cards allow us to update our database and track member gaming preferences, including, but not limited to, maximum, minimum, and total amounts wagered and frequency of visits. We have designed reward programs based on total amount wagered and frequency of visits to reward customer loyalty and attract new customers to our properties .
In the United States, our players’ club cards allow us to update our database and track member gaming preferences, including, but not limited to, maximum, minimum, and total amounts wagered and frequency of visits. We have designed reward programs based on total amounts wagered and frequency of visits to reward customer loyalty and attract new customers to our properties .
In addition to our players’ clubs, we also have various cash, free play, gift and prize promotions. Our marketing focuses on competition and other facts and circumstances of each market area in which we operate. All visitors to our properties are offered the opportunity to join our players’ club .
In addition to our players’ clubs, we also have various cash, free play, gift and prize promotions. Our marketing focuses on competition and other facts and circumstances of each market area in which we operate. All visitors to our properties are offered the opportunity and encouraged to join our players’ club .
Players who sign up for the program can earn points that can be redeemed for free play, take part in monthly contests and receive discounts on food in any participating casino restaurant. Our casinos offer 6 Winner’s Edge in addition to our own loyalty program.
Players who sign up for the program can earn points that can be redeemed for free play, take part in monthly contests and receive discounts on food in any participating casino restaurant. Our casinos offer Winner’s Edge in addition to our own loyalty program.
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.
Civil and criminal penalties, including shutdowns or the loss of our ability to operate gaming facilities in a 7 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.
In addition to the casino and hotel, the facility has two bars, a restaurant and 271 surface parking spaces neighboring the casino. Sports betting is available through a mobile sports betting app. West – Nugget Casino Resort – Reno-Sparks, Nevada (“NUG” or “Nugget”) .
In addition to the casino and hotel, the facility has two bars, a restaurant and 271 surface parking spaces neighboring the casino. Sports betting is available through a mobile sports betting app. US West Nugget Casino Resort – Reno-Sparks, Nevada (“NUG” or “Nugget”) .
The Nugget is located in Reno-Sparks, Nevada on Interstate 80 approximately three miles from the Reno-Tahoe International Airport. In addition to the casino and hotel, the full-service resort includes 110,000 square feet of convention space, an 8,555 seat outdoor amphitheater, seven food and beverage venues, a 5-story 1,200 space parking garage and 1,272 additional parking spaces.
The Nugget is located in Reno-Sparks, Nevada on Interstate 80 approximately three miles from the Reno-Tahoe International Airport. In addition to the casino and hotel, the full-service resort includes 120,000 square feet of convention space, an 8,555 seat outdoor amphitheater, seven food and beverage venues, a 5-story 1,200 space parking garage and 1,272 additional parking spaces.
Those who qualify for VIP status receive 5 additional benefits compared to regular club membership, such as increased free play, promotional table game chips, food and beverage and hotel offerings and invitations to exclusive VIP events. United States East – Mountaineer has four competitors within 50 miles, two in Pennsylvania, one in West Virginia and one in Ohio.
Those who qualify for VIP status receive additional benefits compared to regular club membership, such as increased free play, promotional table game chips, food and beverage and hotel offerings and invitations to exclusive VIP events. ‎ 5 US East Mountaineer has four competitors within 50 miles, two in Pennsylvania, one in West Virginia and one in Ohio.
CMR operates the majority of the Alberta pari-mutuel network under which CMR provides pari-mutuel content and live video to 25 off-track 4 betting parlors throughout Alberta and has agreements with over 90 racetracks world-wide to broadcast races through the off-track betting network. Century Downs Racetrack and Casino – Calgary, Alberta, Canada (“CDR” or “Century Downs”).
CMR operates the majority of the Alberta pari-mutuel network under which CMR provides pari-mutuel content and live video to 23 off-track betting parlors throughout Alberta and has agreements with over 90 racetracks world-wide to broadcast races through the off-track betting network. Century Downs Racetrack and Casino – Calgary, Alberta, Canada (“CDR” or “Century Downs”).
Our casinos within the Edmonton market are within 30 miles of each other; however, we do not believe that our properties compete against one another for customers. CRA is one of two casinos in the city of Edmonton that have both a hotel and showrooms and the only casino in the market to offer a heated and complimentary parking garage.
Our casinos within the Edmonton market are within 30 miles of each other; however, we do not believe that our properties compete against one another for customers. CRA is one of two casinos in the city of Edmonton with a hotel and showrooms and is the only casino in the market to offer a complimentary heated parking garage.
In addition to the casino and hotel, the facility has 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 and hotel, the facility has a bar, one restaurant and a 500 -space on-site covered parking garage. Century Casino & Hotel – Cripple Creek, Colorado (“CRC” or “Cripple Creek”). The town of Cripple Creek is located approximately 45 miles southwest of Colorado Springs, the second largest city in the state of Colorado.
“Properties”. 3 United States East – Mountaineer Casino, Resort & Races – New Cumberland, West Virginia (“MTR” or “Mountaineer”). MTR is located on the Ohio River at the northern tip of West Virginia’s northwestern panhandle approximately 30 miles from Pittsburgh International Airport and a one hour drive from downtown Pittsburgh.
US East Mountaineer Casino, Resort & Races – New Cumberland, West Virginia (“MTR” or “Mountaineer”). MTR is located on the Ohio River at the northern tip of West Virginia’s northwestern panhandle approximately 30 miles from Pittsburgh International Airport and a one hour drive from downtown Pittsburgh.
The property also operates the only Jack Nicklaus Signature Golf Course in Maryland. Rocky Gap attracts customers from southwest Pennsylvania including Pittsburgh, Maryland including Baltimore, eastern West Virginia, and northern Virginia. Midwest – Cape Girardeau and Caruthersville have competitors in Missouri, Arkansas and Illinois. The distance between our Cape Girardeau and Caruthersville properties is 85 miles.
The property also operates the only Jack Nicklaus Design Golf Course in Maryland. Rocky Gap attracts customers from southwest Pennsylvania including Pittsburgh, Maryland including Baltimore, eastern West Virginia, and northern Virginia, including Washington D.C. US Midwest Cape Girardeau and Caruthersville have competitors in Missouri, Arkansas and Illinois. The distance between our Cape Girardeau and Caruthersville properties is 85 miles.
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, 2024, we had 3,181 full-time employees and 886 part-time employees . During busier months, our casinos may supplement permanent staff with seasonal employees.
Any violations of anti-money laundering laws or regulations by any of our properties could have an adverse effect on our business. Employees and Human Capital Employees – As of December 31, 2025, we had 2,911 full-time employees and 845 part-time employees . During busier months, our casinos may supplement permanent staff with seasonal employees.
CMR is the only casino in the market with a horse racetrack. CRA and CSA each have a competitor approximately five miles away, and CMR’s closest competitor is located approximately 17 miles away. A competitor is requesting to relocate its casino from west Edmonton to south Edmonton, approximately 11 miles from our Century Mile property.
CMR is the only casino in the market with a horse racetrack. CRA and CSA each have a competitor approximately five miles away, and CMR’s closest competitor is located approximately 17 miles away. A competitor has received conditional approval to relocate its casino from Camrose, Alberta, to south Edmonton, approximately 11 miles from our Century Mile property.
We estimate that the increase in the slot machine net sales percentage increased net operating revenue by approximately $2.9 million at our Canadian properties for the year ended December 31, 2024.
We estimate that the 2% increase in the slot machine net sales percentage resulted in net operating revenue of approximately $2.9 million at our Canadian properties for the year ended December 31, 2025.
CCV and our neighboring hotel, The Farmstead, are located in southeast Missouri along the Mississippi River approximately 95 miles north of Memphis, Tennessee. In November 2024, we opened a new land-based casino and hotel. CCV also has a food and beverage venue, 27-space RV park and 1,343 surface parking spaces neighboring the casino.
CCV and our neighboring hotel, The Farmstead, are located in southeast Missouri along the Mississippi River approximately 95 miles north of Memphis, Tennessee. In addition to the casino and hotel, CCV also has a food and beverage venue, 27-space RV park and 1,343 surface parking spaces neighboring the casino.
West – The Nugget is located in the Reno-Sparks area of Nevada. There are more than 20 casinos in the Reno-Sparks market. We market the casino through concerts, events and amenities such as its high-end steak house and popular oyster bar.
There are more than 20 casinos in the Reno-Sparks market. We market the casino through concerts, events and amenities such as its high-end steak house and popular oyster bar.
We consider our current staffing levels as adequate. Approximately 252 employees at our CPL casinos in Poland, 46 employees at Mountaineer and 223 employees at Rocky Gap belong to trade unions.
We consider our current staffing levels as adequate. Approximately 201 employees at our CPL casinos in Poland, 44 employees at Mountaineer and 211 employees at Rocky Gap belong to trade unions.
The 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.
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.
We have partnered with two sports betting operators and two iGaming partners in West Virginia. Rocky Gap has five competitors within 80 miles, four in Pennsylvania and one in West Virginia. Rocky Gap is the longest running AAA 4-Diamond Award® designee in the state and the only awarded casino resort in western Maryland.
We have partnered with two sports betting operators and two iGaming partners in West Virginia. Rocky Gap has five competitors within 80 miles, four in Pennsylvania and one in West Virginia. Rocky Gap has had a AAA 4-Diamond Award® designation for 23 years and is the only awarded casino resort in western Maryland.
See “2024 Business Developments – Caruthersville Land-Based Casino and Hotel” below. Century Casino & Hotel – Cape Girardeau – Cape Girardeau, Missouri (“CCG” or “Cape Girardeau”). CCG is located along the Mississippi River three and a half miles from Interstate 55 in southeast Missouri, approximately 120 miles south of St. Louis, Missouri.
Century Casino & Hotel – Cape Girardeau – Cape Girardeau, Missouri (“CCG” or “Cape Girardeau”). CCG is located along the Mississippi River three and a half miles from Interstate 55 in southeast Missouri, approximately 120 miles south of St. Louis, Missouri.
The closest competitor to Caruthersville is located in Arkansas and is 90 miles away. We believe that our expansion projects at both Missouri locations that were completed in 2024 allow us to continue to compete for individuals or groups that desire a multi-day visit to Cape Girardeau or Caruthersville. Sports betting is expected to begin in Missouri in late 2025.
The closest competitor to Caruthersville is located in Arkansas and is 90 miles away. We believe that our expansion projects at both Missouri locations completed in 2024 will allow us to continue to compete for customers that desire a multi-day visit to Cape Girardeau or Caruthersville.
Our off-track betting parlors attract more customers during the peak racing season from May through August. Poland – CPL generally attracts more customers from October through March because domestic customers generally vacation during the summer months. Governmental Regulation and Licensing The ownership and operation of casino gaming facilities are subject to extensive state, local, foreign, provincial or federal regulations.
Poland – CPL generally attracts more customers from October through March because domestic customers generally vacation during the summer months. Governmental Regulation and Licensing The ownership and operation of casino gaming facilities are subject to extensive state, local, foreign, provincial or federal regulations.
In addition to the casino and hotel, MTR has a golf course and a racetrack that holds live thoroughbred races from April to December. The facility also has on-site pari-mutuel wagering, a sports book, five dining venues, a bar and 5,248 surface parking spaces neighboring the casino. Sports betting and online gaming (“iGaming”) are also available through mobile apps.
In addition to the casino and hotel, MTR has a golf course and a racetrack that holds live thoroughbred races from April to December. The facility also has on-site pari-mutuel wagering, a sports book, five dining venues, a bar and more than 5,200 surface parking spaces neighboring the casino.
We have additional business activities including certain other corporate and management operations that we report as Corporate and Other. The general characteristics of our properties, including machine and table counts and the number of hotel rooms at our casinos, are provided in Part I, Item 2.
We have additional 3 business activities including certain other corporate and management operations that are not included in our reportable segments that we present for reconciling purposes. The general characteristics of our properties, including machine and table counts and the number of hotel rooms at our casinos, are provided in Part I, Item 2. “Properties”.
In addition, some of our competitors may offer larger betting limits or certain games not offered by us. We have partnered with a sports betting operator that conducts sports wagering under one of the three Colorado master licenses for sports wagering held by our Colorado subsidiaries. See “Terminated Projects” above for more information about our Colorado sports betting agreements.
In addition, some of our competitors may offer larger betting limits or certain games not offered by us. We have partnered with a sports betting operator that conducts sports wagering under one of the three Colorado master licenses for sports wagering held by our Colorado subsidiaries. US West The Nugget is located in the Reno-Sparks area of Nevada.
Beginning in April 2024, Alberta casinos share in an AGLC Winner’s Edge Marketing Fund based on Winner’s Edge player card usage. The AGLC operates an online gaming website, “Play Alberta,” offering online slot and table games as well as online sports wagering, including single event sports wagering.
Alberta casinos share in an AGLC Winner’s Edge Marketing Fund based on Winner’s Edge player card usage. The AGLC operates an online gaming website, “Play Alberta,” offering online slot and table 6 games as well as online sports wagering, including single event sports wagering. The website competes primarily with unregulated online gaming websites that are currently available to Alberta residents.
In February 2023, the AGLC approved a temporary increase from 15% of slot machines net sales retained by casinos to 17% effective from April 1, 2023 through March 31, 2025. In December 2024, the temporary increase was extended through March 31, 2026.
In February 2023, the AGLC approved a temporary increase from 15% of slot machines net sales retained by casinos to 17%, which currently runs through March 31, 2029.
Additional Projects We continue to explore additional potential gaming projects and acquisition opportunities. Along with the capital needs of potential projects or acquisitions, there are various other risks which, if they materialize, could affect our ability to complete a proposed project or acquisition or could eliminate its feasibility altogether.
Along with the capital needs of potential projects or acquisitions, there are various other risks which, if they materialize, could affect our ability to complete a proposed project or acquisition or could eliminate its feasibility altogether. For more information on these and other risks related to our business, see Item 1A, “Risk Factors” below .
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.
We have not experienced a negative impact to our results of operations in Canada from online gaming; however, increased competition from online gaming could occur and adversely affect our results of operations in Alberta in the future. In June 2025, Alberta’s Bill 48 regulating iGaming in Alberta passed.
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.
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.
Rocky Gap Casino, Resort & Golf – Flintstone, Maryland (“ROK” or “Rocky Gap”) . ROK is located in Rocky Gap State Park.
Sports betting and online gaming (“iGaming”) are also available through mobile apps. Rocky Gap Casino, Resort & Golf – Flintstone, Maryland (“ROK” or “Rocky Gap”) . ROK is located in Rocky Gap State Park.
Poland also has slot arcades and online gaming that operate through a state-run company.
The Polish Minister of Finance does not disclose individual casino data. Poland also has slot arcades and online gaming that operate through a state-run company.
Approvals are needed before the project begins, and we anticipate construction could take approximately one year if the project is approved. CDR is located in the Calgary market and has seven competitors (two of which have a combination of hotel and casino).
We anticipate the casino will open in 2027 once construction is complete and final approvals are received. CDR is located in the Calgary market and has seven competitors (two of which have a combination of hotel and casino).
The Polish government issues casino licenses in Poland by district, and there are additional casinos in each district in which CPL operates. For example, six other casinos in the Warsaw district compete with our two casinos operating in Warsaw. The Polish Minister of Finance does not disclose individual casino data.
CPL relies on the locations of its casinos, which are primarily in hotels in major cities throughout Poland, to attract customers. The Polish government issues casino licenses in Poland by district, and there are additional casinos in each district in which CPL operates. For example, five other casinos in the Warsaw district compete with our casino operating in Warsaw.
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.
Such laws and regulations apply in all jurisdictions in which we may do business. Management believes that we are in compliance with all applicable gaming and non-gaming regulations. A detailed description of the regulations to which we are subject is contained in Exhibit 99.1 to this report, which is incorporated herein by reference.
We opened a hotel called The Riverview at this location in April 2024. In addition to the casino and hotel, the facility has two dining venues, a conference and entertainment center and 1,058 surface parking spaces neighboring the casino. See “2024 Business Developments – Cape Girardeau Hotel” below. Century Casino & Hotel – Central City, Colorado (“CTL” or “Central City”).
In addition to the casino and hotel, the facility has two dining venues, a conference and entertainment center and 1,058 surface parking spaces neighboring the casino. Sports betting is available in the casino’s sports book and through a mobile sports betting app. Century Casino & Hotel – Central City, Colorado (“CTL” or “Central City”).
In Nevada, we attract more customers in the summer months because of outdoor concerts and events that take place in immediate proximity to the casino. In Maryland, we also attract more customers in the summer months due to the golf course and the location of the casino adjacent to Lake Habeeb and the outdoor activities surrounding it.
In Maryland, we also attract more customers in the summer months due to the golf course and the location of the casino adjacent to Lake Habeeb and the outdoor activities surrounding it, including a private beach. US Midwest – Our casinos in Colorado attract more customers during the warmer months from May through September.
CMR operates the majority of the Alberta pari-mutuel network and is the exclusive operator for its home market area covering Edmonton, Calgary and their respective surrounding areas. In addition to permitting customers to place wagers at off-track betting locations, the network offers advance deposit wagering for online wagering. Poland There are 52 casino licenses available throughout Poland.
In addition to permitting customers to place wagers at off-track betting locations, the network offers advance deposit wagering for online wagering. Poland There are 52 casino licenses available throughout Poland. The Polish government generally forbids the marketing of gaming activities outside of a casino, but the marketing of entertainment is permissible.
Operations We view each region in which we operate as a separate operating segment and each casino or other operation within those markets as a reporting unit. We aggregate all operating segments into three reportable segments based on the geographical locations in which our casinos operate: United States, Canada and Poland.
As a result, we reorganized our reportable segments to provide greater specificity within the United States. We aggregate all operating segments into five reportable segments based on the geographical locations in which our casinos operate: United States – East (“US East”), United States – Midwest (“US Midwest”), United States – West (“US West”), Canada and Poland.
A detailed description of the regulations to which we are subject is contained in Exhibit 99.1 to this report, which is incorporated herein by reference. 7 Other Regulations We are subject to certain foreign, federal, state, provincial and local safety and health, employment and environmental laws, regulations and ordinances that apply to our non-gaming operations.
Other Regulations We are subject to certain foreign, federal, state, provincial and local safety and health, employment and environmental laws, regulations and ordinances that apply to our non-gaming operations. We have not made, and do not anticipate making, material expenditures with respect to these laws, regulations and ordinances.
Century Casino St. Albert – St. Albert, Alberta, Canada (“CSA” or “St. Albert”). CSA is located in St. Albert, Alberta northwest of Edmonton. In addition to the casino, the facility has an off-track betting parlor, a restaurant, a bar, a sports bar and lounge, a banquet facility and 585 surface parking spaces.
Century Casino St. Albert – St. Albert, Alberta, Canada (“CSA” or “St. Albert”). CSA is located in St. Albert, Alberta northwest of Edmonton.
See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Poland” for more information about the casinos operated by CPL. 2024 Business Developments Caruthersville Land-Based Casino and Hotel The new land-based casino with a 38 room hotel in Caruthersville, Missouri opened on November 1, 2024.
See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Poland” for more information about the casinos operated by CPL. 2025 Business Developments Sports Betting – Missouri In May 2025, we announced that we have partnered with BetMGM, LLC (“BetMGM”) to operate a sports book at Cape Girardeau and an online and mobile sports betting application under our license in Missouri.
At all of our United States properties, winter weather conditions may have an adverse impact on daily business levels. Canada – Canada generally attracts a steady influx of customers throughout the calendar year. However, both Century Downs and Century Mile attract additional customers during the summer months of the racing season as Alberta residents partake in more outdoor activities.
However, both Century Downs and Century Mile attract additional customers during the summer months of the racing season as Alberta residents partake in more outdoor activities. Our off-track betting parlors attract more customers during the peak racing season from May through August.
Seasonality United States – Our casinos in Colorado attract more customers during the warmer months from May through September. 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.
Our casinos in Missouri attract customers throughout the year with the highest business volumes in February and March. US West – In Nevada, we attract more customers in the summer months because of outdoor concerts and events that take place in immediate proximity to the casino. Canada – Canada generally attracts a steady influx of customers throughout the calendar year.
Removed
The new casino is adjacent to and connected with a pavilion building that we utilized as a casino from October 2022 to October 2024. The project cost approximately $51.9 million and was funded through financing provided by VICI PropCo in conjunction with the Master Lease.
Added
Operations We view each region in which we operate as a separate operating segment and each casino or other operation within those markets as a reporting unit. During the fourth quarter of 2025, due to changes in expected long-term future economic characteristics, we determined that the aggregation of operating segments within the United States reportable segment was no longer appropriate.
Removed
VICI PropCo owns the real estate improvements associated with the Caruthersville project, which became part of the Master Lease. See Part I, Item 2. “Properties – Master Lease” for a discussion of the Master Lease as amended to date. Cape Girardeau Hotel We opened the 69 room hotel at our Cape Girardeau location called The Riverview on April 4, 2024.
Added
CMR is a multi-level racing and entertainment center (“REC”) with a one mile horse racetrack. In addition to the casino, the REC has two restaurants, two bars and an off-track betting parlor.
Removed
The Riverview is a six-story building with 68,000 square feet that is adjacent to and connected with the existing casino building. Construction on this project began in September 2022 and was completed in March 2024. The project cost approximately $30.5 million. We financed the project with cash on hand.
Added
On December 1, 2025, the sports book at Cape Girardeau opened and online betting started. The agreement includes a percentage of net gaming revenue payable to us, with a guaranteed minimum. Additional Projects We continue to explore additional potential gaming projects and acquisition opportunities.
Removed
For more information on these and other risks related to our business, see Item 1A, “Risk Factors” below . Terminated Projects Circa Sports and Tipico During 2024, two of our sports betting partners in Colorado requested early termination of their agreements, and we agreed to cancel the agreements.
Added
Strategic Review Process In August 2025, we announced that our Board of Directors (the “Board”) initiated a comprehensive strategic review of our operations, capital structure and strategic growth options. The review is exploring a range of potential strategic alternatives for our assets and businesses aimed at enhancing shareholder value and supporting long-term growth.
Removed
Circa Sports (“Circa”) obtained a new partnership in Colorado, and the Circa agreement was terminated in May 2024. As part of the Circa termination agreement, we received a payment of $1.1 million that included sports betting revenue owed from January 2024 to May 2024 and a breakage fee of $0.7 million. Tipico Group Ltd.
Added
These alternatives may include opportunities to unlock value within our existing property portfolio, optimize our capital structure, evaluate potential mergers, strategic partnerships, or the sale of the Company, and to analyze potential divestments of assets or other asset-level transactions. The Board has not set a timetable for the conclusion of this review.
Removed
(“Tipico”) exited the U.S. market, and the Tipico agreement was terminated in July 2024. As part of the Tipico termination agreement, we received a payment of $1.6 million that included sports betting revenue owed from November 2023 to June 2024 and a breakage fee of $1.0 million.
Added
At this stage, no commitments or decisions have been made and there can be no assurance that the review will result in any transaction or particular change to our business. We do not intend to make further public comments on the process unless and until we determine that further disclosure is appropriate or necessary.
Removed
The breakage fees were recorded as other revenue on our consolidated statement of (loss) earnings resulting in $1.7 million in other revenue for the year ended December 31, 2024. Prior to the termination of the agreements, revenue from these agreements was $1.8 million per year in our United States segment.
Added
We partnered with BetMGM to conduct sports betting at our Cape Girardeau property and through an online app. Sports betting began in Missouri on December 1, 2025. Marshall Yards, located in Kentucky, opened in February 2026.
Removed
We plan to partner with sports betting operators to conduct sports betting at our Missouri facilities or through online apps. A proposal to build a casino near Lake of the Ozarks was added to the Missouri ballot in 2024 but did not pass.
Added
While we do not believe that this location will impact our casinos in Missouri due to its distance from our casinos, an increase in competitors in our markets could lead to a decrease in visitors at our casinos and have a negative impact on our results of operations in Missouri.
Removed
The Polish government generally forbids the marketing of gaming activities outside of a casino, but the marketing of entertainment is permissible. CPL relies on the locations of its casinos, which are primarily in hotels in major cities throughout Poland, to attract customers.
Added
The bill will create an open market for online sports betting and iGaming with retail sports betting available at casinos and specific sports venues. The regulatory framework is still being finalized, but it is expected that casinos will have the option to select a licensed third-party provider or partner with AGLC to provide sports betting and iGaming products.
Added
We plan to offer retail sports betting at our locations in Alberta through either a licensed third-party provider or the AGLC. CMR operates the majority of the Alberta pari-mutuel network and is the exclusive operator for its home market area covering Edmonton, Calgary and their respective surrounding areas.
Added
In addition, we have been unsuccessful in obtaining casino licenses for some locations following their expiration. Seasonality At all of our North American properties, winter weather conditions may have an adverse impact on daily business levels. US East – In West Virginia, we attract more customers from March to August during the racing season.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

49 edited+23 added−25 removed115 unchanged
Biggest changeThe rapid evolution of AI, including potential government regulation of AI, may require significant resources to develop, test and maintain our business, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact. ‎ 13 Our reputation and business may be harmed by interruptions or cybersecurity breaches of our information systems, and we may be subject to legal claims if there is loss, disclosure or misappropriation of or access to our customers', our business partners' or our own information or other breaches of our information security.
Biggest changeThe rapid evolution of AI, including potential government regulation of AI, may require significant resources to develop, test and maintain our business, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.
A majority of the casino floor at the Nugget Casino is located beneath Interstate 80 (“I-80”) in Sparks, Nevada. NDOT has discussed the possibility of expanding I-80, which would require us to rebuild the Nugget Casino on existing land owned by Smooth Bourbon and leased to the Nugget.
A majority of the casino floor at the Nugget is located beneath Interstate 80 (“I-80”) in Sparks, Nevada. NDOT has discussed the possibility of expanding I-80, which would require us to rebuild the Nugget on existing land owned by Smooth Bourbon and leased to the Nugget.
If we fail to present evidence of an agreement with horsemen at a track, we may not be permitted to conduct live racing and to export and import simulcasting at that track and through off-track wagering, and our video lottery license may not be renewed. In addition, our annual simulcast export agreements are subject to horsemen’s approval under the FIHA.
If we fail to present evidence of an agreement with horsemen at a track, we may not be permitted to conduct live racing and to export and import simulcasting at that track and through off-track wagering, and our video lottery license may not be renewed. In addition, our annual simulcast export agreements are subject to horsemen’s approval under FIHA.
Extreme weather conditions, potentially exacerbated by climate change, may cause property damage or interrupt business, which could harm our business and results of operations. High winds, flooding, blizzards and sub-zero temperatures, such as those experienced by our North American operations from time to time, can limit access to our properties.
Extreme weather conditions, potentially exacerbated by climate change, may cause property damage or interrupt business, which could harm our 12 business and results of operations. High winds, flooding, blizzards and sub-zero temperatures, such as those experienced by our North American operations from time to time, can limit access to our properties.
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.
As a result, we may not be able to secure financing on terms attractive to us, in a timely manner or at all. If we are able to consummate a financing or refinancing arrangement, the amount raised may not be sufficient to meet all of our future needs and, if it involves equity, may be highly dilutive to our stockholders.
Moreover, any harm to our reputation could impact employee engagement and retention and the willingness of customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and cash flows. Difficulties in managing our worldwide operations may have an adverse impact on our business.
Moreover, any harm to our reputation could impact employee engagement and retention and the willingness of customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and cash flows. ‎ 14 Difficulties in managing our worldwide operations may have an adverse impact on our business.
The unauthorized use or reproduction of our trademarks could diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could adversely affect our business. Human Capital Risks The loss of key personnel could have a material adverse effect on us.
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. 17 Human Capital Risks The loss of key personnel could have a material adverse effect on us.
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.
We have a fair price business combination provision in our certificate of incorporation, which requires approval of certain business combinations and other transactions by holders of 80% of our outstanding shares of voting stock. In addition, our certificate of incorporation allows our Board to issue shares of preferred stock without stockholder approval.
In addition, negative economic conditions 16 could intensify the efforts of federal, state, provincial and local governments to raise revenue through increases in gaming taxes or introduction of additional gaming opportunities, which could adversely affect our results of operations and cash flows.
In addition, negative economic conditions could intensify the efforts of federal, state, provincial and local governments to raise revenue through increases in gaming taxes or introduction of additional gaming opportunities, which could adversely affect our results of operations and cash flows.
If we are unable to make these improvements due to capital constraints 9 or other factors, our facilities may be less attractive to our visitors than those of our competitors, which could have a negative impact on our business.
If we are unable to make these improvements due to capital constraints or other factors, our facilities may be less attractive to our visitors than those of our competitors, which could have a negative impact on our business.
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.
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 15 America we must have the suitability of certain of our directors, officers and employees approved.
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.
Although we maintain insurance customary in our industry, including property, casualty, terrorism, cybersecurity and business interruption 13 insurance, that insurance is subject to deductibles and limits on maximum benefits, including limitations on the coverage period for business interruption.
Our ability to retain key personnel is affected by the competitiveness of our compensation packages and the other terms and conditions 17 of employment, our continued ability to compete effectively against other gaming companies and our growth prospects.
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.
Risks associated with international operations include: fluctuations in foreign currency exchange rates; changes in laws and policies that govern our foreign operations; possible failure to comply with anti-bribery laws such as the US Foreign Corrupt Practices Act (“FCPA”) and similar anti-bribery laws in other jurisdictions; difficulty in establishing 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; 14 political instability and actual or anticipated military or political conflicts; economic instability and inflation, recession or interest rate fluctuations; uncertainties regarding judicial systems and procedures; different time zones; and culture, management and language differences.
Risks associated with international operations include: fluctuations in foreign currency exchange rates; changes in laws and policies that govern our foreign operations; possible failure to comply with anti-bribery laws such as the US Foreign Corrupt Practices Act (“FCPA”) and similar anti-bribery laws in other jurisdictions; difficulty in establishing and managing non-United States operations due to culture, management and language differences; different labor regulations; changes in environmental, health and safety laws; potentially negative consequences from changes in or interpretations of tax laws; political instability and actual or anticipated military or political conflicts; economic instability and inflation, recession or interest rate fluctuations; uncertainties regarding judicial systems and procedures; and different time zones.
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 facilities.
If we are unable to finance our current operations or future expansion projects, we will have to adopt one or more alternatives, such as reducing or delaying planned expansion, development and renovation projects and capital expenditures, selling assets, restructuring debt, obtaining additional debt financing or refinancing, equity financing or joint venture partners, or modifying our bank credit facilities.
These factors include, but are not limited to: changes to income tax rates, tax laws or the interpretation of such tax laws (including additional proposals for fundamental international tax reform globally); the jurisdictions in which our profits are determined to be earned and taxed; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon finalization of various tax returns; adjustments to our interpretation of transfer pricing standards; treatment or characterization of intercompany transactions; changes in available tax credits, grants and other incentives; changes in stock-based compensation expense; changes in U.S. generally accepted accounting principles; and expiration or the inability to renew tax rulings or tax holiday incentives.
These factors include, but are not limited to: changes to income tax rates, tax laws or the interpretation of such tax laws (including additional proposals for fundamental international tax reform globally); the jurisdictions in which our profits are determined to be earned and taxed; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon finalization of various tax returns; adjustments to our interpretation of 16 transfer pricing standards; treatment or characterization of intercompany transactions; changes in available tax credits, grants and other incentives; changes in stock-based compensation expense; changes in US generally accepted accounting principles; and expiration or the inability to renew tax rulings or tax holiday incentives.
Our rent payments are subject to annual escalation. See Notes 6 and 7 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.
Our rent payments are subject to annual escalation. See Notes 5 and 6 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report for more information on our long-term debt and Master Lease.
See Note 13 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.
See Note 12 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.
The Reno-Sparks market is very competitive, and we compete with other hotel casinos in the market for conventions and hotel group bookings. If we are unable to successfully attract group bookings at the Nugget, our results of operations in Nevada could be adversely impacted.
T he Reno-Sparks market is very competitive, and we compete with other hotel casinos in the market for conventions and hotel group bookings. If we are unable to successfully attract local customers or group bookings at the Nugget, our results of operations in Nevada could be adversely impacted.
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.
Our security systems and all of our gaming devices are controlled by computers and reliant on electrical power to operate. A loss of electrical power or a failure of the technology services needed to run the computers would make us unable to run all or parts of our gaming operations.
As of December 31, 2024, our outstanding debt was approximately $339.6 million. The majority of our long-term debt outstanding as of December 31, 2024 is variable rate debt. Each one percentage point change associated with the variable rate debt would result in an estimated $3.4 million change to our annual cash interest expenses.
As of December 31, 2025, our outstanding debt was approximately $337.7 million. The majority of our long-term debt outstanding as of December 31, 2025 is variable rate debt. Each one percentage point change associated with the variable rate debt would result in an estimated $3.4 million change to our annual cash interest expenses.
Because management believes it is more likely than not that the benefit from certain deferred tax assets will not be realized, valuation allowances of $49.3 million in the US and $11.0 million in foreign jurisdictions have been provided in recognition of these risks.
Because management believes it is more likely than not that the benefit from certain deferred tax assets will not be realized, valuation allowances of $70.4 million in the US and $11.5 million in foreign jurisdictions have been provided in recognition of these risks.
Such acts of fraud, theft or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers, or other casino or gaming area staff.
Such acts of fraud, theft or cheating could involve the use of counterfeit chips, AI-powered glasses and other advanced cheating devices or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers, or other casino or gaming area staff.
Additionally, 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. ‎ 11 We may be unable to obtain the capital necessary to fund our operations or potential acquisitions.
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, 11 under these documents, to dispose of certain of our properties and use proceeds from such dispositions to satisfy all current debt service obligations.
New or expanded operations by other entities in any of the markets in which we operate will increase competition for our gaming operations and could have a material adverse impact on us. For example, a competitor is requesting to relocate its casino from west Edmonton to south Edmonton, approximately 11 miles from our Century Mile property.
New or expanded operations by other entities in any of the markets in which we operate will increase competition for our gaming operations and could have a material adverse impact on us. For example, a competitor has received conditional approval to relocate its casino from Camrose, Alberta, to south Edmonton, approximately 11 miles from our Century Mile property.
From time to time, we have experienced attempts to unionize certain of our non-union employees. If a union seeks to organize any of our employees, we could experience disruption in our business and incur significant costs, both of which could have a material adverse effect on our results of operations and financial condition.
If a union seeks to organize any of our employees, we could experience disruption in our business and incur significant costs, both of which could have a material adverse effect on our results of operations and financial condition.
In addition, we lease the real estate assets of the majority of our North American casinos under a Master Lease with VICI PropCo. The long-term financing obligation to VICI PropCo subsidiaries was $701.0 million as of December 31, 2024. Our scheduled 2025 rent payments under the Master Lease, including a Consumer Price Index (“CPI”) increase, are approximately $58.4 million.
In addition, we lease the real estate assets of the majority of our North American casinos under a Master Lease with VICI PropCo. The long-term financing obligation to VICI PropCo subsidiaries was $715.7 million as of December 31, 2025. Our scheduled 2026 rent payments under the Master Lease, including a Consumer Price Index (“CPI”) increase, are approximately $67.3 million.
If our assumptions change and it is determined that we will be able to realize tax benefits related to these deferred tax assets, we will realize a reduction in income tax expense in the year such valuation allowances are reversed.
If our assumptions change and it is determined that we will be able to realize tax benefits related to these deferred tax assets, we will realize a reduction in income tax expense in the year such valuation allowances are reversed. We depend on agreements with our horsepersons and pari-mutuel clerks.
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 horsepersons and pari-mutuel clerks.
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.
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.
We may be unable to obtain the capital necessary to fund our operations or expand our business. Our industry is capital intensive, and we rely heavily on the ability of our casinos to generate operating cash flow to repay debt financing, fund maintenance capital expenditures and provide excess cash for future development.
There can be no assurance, however, that we will be able to complete dispositions on profitable, commercially reasonable terms or at all. 10 Credit and Liquidity Risks Our obligations under our indebtedness and our Master Lease are significant.
From time to time, we may attempt to sell these identified properties and assets. There can be no assurance, however, that we will be able to complete dispositions on profitable, commercially reasonable terms or at all. Credit and Liquidity Risks Our obligations under our indebtedness and our Master Lease are significant.
Extreme weather conditions may also interrupt the operations of critical suppliers, and may result in reduced availability or increased price volatility of certain critical supplies. 12 Events such as terrorist and war activities in the countries in which we are located and other acts of violence, such as the 2017 mass shooting that occurred at a Las Vegas casino, could have a negative impact on travel and leisure expenditures, including gaming, lodging and tourism, especially if these events occur in a region in which we operate.
Events such as terrorist and war activities in the countries in which we are located and other acts of violence, such as the 2017 mass shooting that occurred at a Las Vegas casino, could have a negative impact on travel and leisure expenditures, including gaming, lodging and tourism, especially if these events occur in a region in which we operate.
The actual or perceived weakness in the economy could also lead to decreased spending by our customers. The new presidential administration recently has imposed new and increased tariffs on foreign goods, and foreign countries in turn have imposed tariffs on the US, which could increase costs for consumers.
Tariffs imposed by the US on foreign goods or, imposed reciprocally on the US by foreign countries during 2025 have increased costs for consumers. The actual or perceived weakness in the economy could also lead to decreased spending by our customers.
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. 18 We have recorded and may be required in the future to record impairment losses related to assets we currently carry on our balance sheet.
We may not be successful in the defense or prosecution of our current or future legal proceedings, 18 which could result in settlements or damages that could significantly impact our business, financial condition and results of operations.
Any violation of the Foreign Corrupt Practices Act or any other similar anti-corruption laws could have a negative impact on us. A portion of our revenue is derived from operations outside the United States, which exposes us to complex foreign and US regulations inherent in doing cross-border business and in each of the countries in which we transact business.
A portion of our revenue is derived from operations outside the United States, which exposes us to complex foreign and US regulations inherent in doing cross-border business and in each of the countries in which we transact business.
Gaming authorities in the US and Canada generally can require that any beneficial owner of our common stock and other securities file an application for a finding of suitability.
Stockholders may be required to dispose of their shares of our common stock if they are found unsuitable by gaming authorities. Gaming authorities in the US and Canada generally can require that any beneficial owner of our common stock and other securities file an application for a finding of suitability.
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.
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.
A lengthy strike or other work stoppage at our casino properties with unions could have an adverse effect on our business and results of operations. Our other employees in the US and Canada and in our Corporate and Other segment are not covered by collective bargaining agreements.
In the United States, there are employees at our West Virginia and Maryland casinos who belong to unions and have collective bargaining agreements with the casinos. A lengthy strike or other work stoppage at our casino properties with unions could have an adverse effect on our business and results of operations.
The revenue generated and expenses incurred at our casinos in Canada and Poland are generally denominated in Canadian dollars and Polish zloty, respectively.
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.
Delays in licensing in Poland have caused and in the future could cause us to close casinos temporarily. 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.
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.
Accounting rules require that we make certain estimates and assumptions related to our determinations as to the future recoverability of a significant portion of our assets.
We have recorded and may be required in the future to record impairment losses related to assets we currently carry on our balance sheet. Accounting rules require that we make certain estimates and assumptions related to our determinations as to the future recoverability of a significant portion of our assets.
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.
Additional risks not presently known to us or which we currently consider immaterial may also adversely affect our business, financial condition or results of operations. The following disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.
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.
These provisions generally have the effect of requiring that any party seeking to acquire us negotiate with our Board in order to structure a business combination with us. This may have the effect of depressing the price of our common stock due to the possibility that certain transactions that our stockholders might favor could be precluded by these provisions.
Capital expenditures, such as those for new gaming equipment, room refurbishments and amenity upgrades may be necessary from time to time to preserve the competitiveness of our properties.
If we are unable to secure a partnership and are unable to offer retail sports betting and iGaming at our casinos in Canada, our business could be negatively affected. Capital expenditures, such as those for new gaming equipment, room refurbishments and amenity upgrades may be necessary from time to time to preserve the competitiveness of our properties.
Failure to renew or modify existing agreements on satisfactory terms could have a material adverse effect on our financial position, results of operations and cash flows. The enactment of legislation implementing changes in the US taxation of international business activities or the adoption of other tax reform laws or policies could materially affect our financial position and results of operations.
Failure to renew or modify existing agreements on satisfactory terms could have a material adverse effect on our financial position, results of operations and cash flows. Any violation of the Foreign Corrupt Practices Act or any other similar anti-corruption laws could have a negative impact on us.
See Note 5 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report for more information on our goodwill and other intangible assets. Fluctuations in currency exchange rates and currency controls in foreign countries could adversely affect our business.
In the fourth quarter of 2024, we impaired $70.2 million related to goodwill at the Nugget and Rocky Gap . See Note 4 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report for more information on our goodwill and other intangible assets.
We are subject to taxation at the federal, state, provincial and local levels in the US and various other countries and jurisdictions.
The enactment of legislation implementing changes in the US taxation of international business activities or the adoption of other tax reform laws or policies could materially affect our financial position and results of operations. We are subject to taxation at the federal, state, provincial and local levels in the US and various other countries and jurisdictions.
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. For example, we have seen a decrease in gaming revenue in West Virginia, particularly in table games, since sports betting in Ohio began at the beginning of 2023.
Changes to gaming laws in countries or states in which we have operations and in states near our operations could increase competition and could adversely affect our operations. Any expansion of legalized gaming, such as online sports betting, could 9 adversely impact our properties.
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.
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.
Removed
Any such expansion of legalized gaming could adversely impact our properties. In November 2024, Missouri voters passed Amendment 2 legalizing sports betting in Missouri. The Missouri Gaming Commission (“MGC”) is working through regulations and anticipates sports betting to begin in Missouri in late 2025.
Added
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Removed
We plan to partner with sports betting operators to conduct sports betting at our Missouri facilities or through online apps, which if unsuccessful could have an adverse impact on our results of operations in Missouri.
Added
We anticipate the casino will open in 2027 once construction is complete and final approvals are received. The Happy Valley Casino in Pennsylvania is expected to open in spring 2026. This casino, which is 112 miles from Rocky Gap, is expected to increase competition for Rocky Gap and could have a negative impact on our results of operations in Maryland.
Removed
We may seek to expand through investments in other businesses and properties or through alliances or acquisitions, and we may also seek to divest some of our properties and other assets, any of which may be unsuccessful.
Added
We partner with third-party iGaming and sports betting operators at the majority of our properties in the US. Increased competitors offering iGaming or sports betting within the markets we operate, including the availability of other technology platforms such as prediction markets, could adversely impact the results of our operations where our agreements provide for a share of net gaming revenue.
Removed
As part of our business 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.
Added
In November 2024, Missouri voters passed Amendment 2 legalizing sports betting in Missouri, which became legal on December 1, 2025. We have partnered with BetMGM to operate an online and mobile sports betting application as well as a retail sportsbook under our license in Missouri. However, we cannot predict how these changes will affect us with certainty.
Removed
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.
Added
In June 2025, Alberta’s Bill 48 regulating iGaming in Alberta passed. The bill will create an open market for online sports betting and iGaming with retail sports betting available at casinos and specific sports venues.
Removed
New developments may not generate revenue that will be sufficient to pay related expenses, or, even 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.
Added
The regulatory framework is still being finalized, but it is expected that casinos will have the option to select a licensed third-party provider or partner with AGLC to provide sports betting and iGaming products. We plan to offer retail sports betting at our locations in Alberta through either a licensed third-party provider or the AGLC.
Removed
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. Furthermore, we may pursue any of these opportunities in alliance with third parties.
Added
We may not be successful in identifying and implementing any potential strategic alternatives in a timely manner or at all, and the perceived uncertainties related to the Company could adversely affect our business and our stockholders, and any strategic transactions that we may consummate in the future could have negative consequences .
Removed
We may not be successful in obtaining the rights to develop new 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 such casino properties, commencing operations at new casino projects may require substantial development capital.
Added
In August 2025, we initiated a broad strategic review to enhance stockholder value, which includes an exploration of multiple strategic alternatives, including potential mergers, strategic partnerships, or the sale of the Company. We have not yet established a timeline to complete the strategic review, and our Board has not approved a definitive course of action.
Removed
Additional risks before commencing operations include the time and expense incurred and unforeseen difficulties from construction delays and cost overruns, in obtaining liquor licenses, building permits, materials, competent and able contractors, supplies, employees, gaming devices and related matters. Acquisitions require significant management attention and resources to integrate new properties, businesses and operations.
Added
We can provide no assurance as to the review’s outcome, that this strategic review process will result in us pursuing any transaction or that we will be able to successfully consummate any particular strategic transaction on attractive terms, on a timely basis, or at all.
Removed
There can be no assurance that we will be able to identify, acquire, develop or profitably manage additional companies or operations or successfully integrate such companies or operations into our existing operations without substantial costs, delays or other problems.
Added
Any potential transaction will depend on several factors that may be beyond our control including, for example, market conditions, industry trends, third party consents, such as stockholder approval, which could be difficult or costly to obtain, and the available terms of the transaction.
Removed
Potential difficulties we may encounter 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 management;  the disruption of, or the loss of momentum in, our ongoing businesses; and  inconsistencies in standards, controls, procedures and policies; any of which could adversely affect our ability to maintain relationships with customers, suppliers, employees and other constituencies or our ability to achieve the anticipated benefits, or could reduce our earnings or otherwise adversely affect our business and financial results.
Added
The review process, the negotiation and consummation of a transaction or other strategic alternatives may be costly, time consuming, distracting, and disruptive to our business operations.
Removed
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.
Added
Moreover, the possibility that exploration of strategic alternatives may ultimately result in a sale, merger, or other strategic transaction, or any perceived uncertainty regarding our future operations or employment needs may limit our ability to retain or hire qualified personnel and may contribute to unplanned loss of highly-skilled employees through attrition, and result in the loss of customers, suppliers, and other key business partners, each of which could have a material adverse effect to our business.
Removed
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.
Added
We may ultimately determine that no transaction is in the best interest of our stockholders. Speculation regarding developments associated with our review of strategic alternatives, and any perceived uncertainties related to the Company or its business, could significantly increase the volatility of our share price.
Removed
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.
Added
Additionally, there can be no assurance that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stockholder value or that we will make any cash distributions to our stockholders.
Removed
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.
Added
We may not realize the anticipated benefits of acquisitions, joint ventures, and divestitures, or these benefits may take longer to realize than expected. From time to time, we make strategic acquisitions and divestitures and participate in joint ventures.
Removed
In addition, our ability to attract and retain competent management and employees for any new location is critical to 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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CIO leads a team which includes our Corporate Director of Information Security and Senior Systems Engineer, with a combined 29 years of information technology and cybersecurity related experience. Both of these individuals hold Certified Information Systems Security Professional (“CISSP”) certifications. Our Board of Directors, primarily through the Audit Committee, oversees management's approach to managing cybersecurity risks.
Biggest changeThe CIO leads a team which includes our Corporate Director of IT Infrastructure with 12 years of information technology and cybersecurity related experience, who holds a Certified Information Systems Security Professional (“CISSP”) certification. Our Board, primarily through the Audit Committee, oversees management's approach to managing cybersecurity risks.
Material cybersecurity incidents are required to be reported to the Board of Directors. As of the date of this report, we are not aware of any incidents from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Material cybersecurity incidents are required to be reported to the Board. As of the date of this report, we are not aware of any incidents from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Our Chief Information Officer (“ CIO ”) is responsible for assessing, identifying, and managing the risks from cybersecurity threats. Our CIO has over 15 years of experience in information technology and security positions.
Our Chief Information Officer (“ CIO ”) is responsible for assessing, identifying, and managing the risks from cybersecurity threats. Our CIO has over 16 years of experience in information technology and security positions.

Item 2. Properties

Properties — owned and leased real estate

18 edited+5 added−2 removed2 unchanged
Biggest changeThe Master Lease has been amended since 2019 as follows: • On December 1, 2022, an amendment provided for (i) modifications with respect to certain project work to be done by the Company related to Century Casino Caruthersville, (ii) modifications to rent under the Master Lease to provide for an increase in initial annualized rent by approximately $4.2 million, the cash payments for which can be deferred for a period of 12 months after the completion of the project and (iii) other related modifications. • On July 25, 2023, an amendment (i) added Rocky Gap to the Master Lease, (ii) increased initial annualized rent by approximately $15.5 million and (iii) extended the initial Master Lease term for 15 years from the date of the amendment (subject to the four existing five-year renewal options). • On September 6, 2023, an amendment (i) added the Century Canadian Portfolio to the Master Lease, (ii) increased initial annualized rent by approximately CAD 17.3 million ($12.1 million based on the exchange rate on December 31, 2024) and (iii) extended the initial Master Lease term for 15 years from the date of the amendment (subject to the four existing five year renewal options).
Biggest changeThe Master Lease has been amended since 2019 as follows: • On December 1, 2022, an amendment provided for (i) modifications with respect to certain project work to be done by the Company related to Century Casino Caruthersville, (ii) modifications to rent under the Master Lease to provide for an increase in initial annualized rent by approximately $4.2 million, the cash payments for which can be deferred for a period of 12 months after the completion of the project and (iii) other related modifications.
We do not have the ability to terminate our obligations under the Master Lease prior to its expiration without the lessor’s consent. The Master Lease has a triple-net structure, which requires us to pay substantially all costs associated with the properties, including real estate taxes, insurance, utilities, maintenance and operational costs.
We do not have the ability to terminate our obligations under the Master Lease prior to its expiration without the lessor’s consent. 21 The Master Lease has a triple-net structure, which requires us to pay substantially all costs associated with the properties, including real estate taxes, insurance, utilities, maintenance and operational costs.
The Master Lease contains certain covenants, 21 including minimum capital improvement expenditures. Century Casinos, Inc. has provided a guarantee of our subsidiaries’ obligations under the Master Lease. We account for the sale-leaseback transactions involving the Master Lease as failed sale-leasebacks, and therefore the Master Lease is accounted for as a financing obligation.
The Master Lease contains certain covenants, including minimum capital improvement expenditures. Century Casinos, Inc. has provided a guarantee of our subsidiaries’ obligations under the Master Lease. We account for the sale-leaseback transactions involving the Master Lease as failed sale-leasebacks, and therefore the Master Lease is accounted for as a financing obligation.
For the locations of these casinos, see “Additional Property Information” below. 20 Additional Property Information As of December 31, 2024, our US subsidiaries and the parent of our Canadian subsidiaries were pledged as collateral for our obligations under our credit agreement (“Goldman Credit Agreement”) with Goldman Sachs Bank USA (“Goldman”).
For the locations of these casinos, see “Additional Property Information” below. 20 Additional Property Information As of December 31, 2025, our US subsidiaries and the parent of our Canadian subsidiaries were pledged as collateral for our obligations under our credit agreement (“Goldman Credit Agreement”) with Goldman Sachs Bank USA (“Goldman”).
For additional information regarding the Master Lease, see Note 7 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report. Nugget Casino Lease The land, buildings, structures and other improvements of the Nugget Casino are leased from Smooth Bourbon (the “Nugget Lease”).
For additional information regarding the Master Lease, see Note 6 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report. Nugget Casino Lease The land, buildings, structures and other improvements of the Nugget Casino are leased from Smooth Bourbon (the “Nugget Lease”).
Corporate Offices – We lease approximately 13,200 square feet of office space in Colorado Springs, Colorado and approximately 2,500 square feet of office space in Vienna, Austria for corporate and administrative purposes. Poland – The following table summarizes information about CPL’s casinos as of December 31, 2024 (1) .
Corporate Offices – We lease approximately 13,200 square feet of office space in Colorado Springs, Colorado and approximately 2,500 square feet of office space in Vienna, Austria for corporate and administrative purposes. Poland – The following table summarizes information about CPL’s casinos as of December 31, 2025 (1) .
We own 50% of Smooth Bourbon and consolidate it as a subsidiary for which we have a controlling interest. As such the finance lease asset, finance lease liability, revenue and expense are eliminated upon consolidation and the 50% of net rental income attributable to Marnell is recorded as non-controlling interest.
We own 50% of Smooth Bourbon and consolidate it as a subsidiary for which we have a controlling interest. As such the finance lease asset, finance lease liability, revenue and expense are eliminated upon consolidation and the 50% of Smooth Bourbon’s income attributable to Marnell is recorded as non-controlling interest.
As of December 31, 2024, a parcel of land in Kolbaskowo, Poland owned by Casinos Poland secured a bank guarantee with mBank S.A. See Note 6 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report.
As of December 31, 2025, a parcel of land in Kolbaskowo, Poland owned by Casinos Poland is secured by a bank guarantee with mBank S.A. (“mBank”). See Note 5 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report.
We closed the casinos in Katowice and Bielsko-Biala in October 2023 and the casino in Wroclaw in November 2023 due to the expiration of the gaming licenses. The Bielsko-Biala casino reopened in February 2024, the Katowice casino reopened in March 2024 with a reduced gaming floor, and the Wroclaw casino reopened in October 2024.
(2) We closed the casinos in Katowice and Bielsko-Biala in October 2023 due to the expiration of the gaming licenses. We were awarded both licenses in February 2024. The Bielsko-Biala casino reopened in February 2024, and the Katowice casino reopened in March 2024 with a reduced gaming floor.
City Location License Expiration Number of Slots Number of Tables Warsaw Warsaw Presidential Hotel September 2028 70 37 Warsaw Hilton Hotel June 2025 70 24 Bielsko-Biala Hotel President February 2030 54 5 Katowice Metropol Hotel Katowice February 2030 16 4 Wroclaw Polonia Hotel December 2029 70 13 Lodz Manufaktura Entertainment Complex June 2030 70 9 (1) A detailed description of the regulations applicable to CPL licenses and our ability to obtain new licenses for our locations on their expiration is contained in Exhibit 99.1 to this report, which is incorporated herein by reference.
City Location License Expiration Number of Slots Number of Tables Warsaw Warsaw Presidential Hotel September 2028 70 35 Bielsko-Biala (2) Hotel Grepielnia February 2030 57 5 Katowice (2) Metropol Hotel Katowice February 2030 70 13 Wroclaw (3) Polonia Hotel December 2029 70 14 Lodz Manufaktura Entertainment Complex June 2030 70 9 Wroclaw (4) Korona Hotel March 2031 — — (1) A detailed description of the regulations applicable to CPL licenses and our ability to obtain new licenses for our locations on their expiration is contained in Exhibit 99.1 to this report, which is incorporated herein by reference.
The rent payments are subject to annual escalations during the lease term. The Master Lease has an initial term of 15 years with no purchase option. In the December 2022 amendment of the Master Lease we exercised our first five year renewal term.
The scheduled 2026 rent payments under the Master Lease, including a CPI increase, are approximately $67.3 million. The rent payments are subject to annual escalations during the lease term. The Master Lease has an initial term of 15 years with no purchase option. In the December 2022 amendment of the Master Lease, we exercised our first five year renewal term.
(4) The land and building are owned by Smooth Bourbon. We own 50% of Smooth Bourbon. (5) As of December 31, 2024, Casinos Poland operated six separate casinos in leased building spaces, including hotels, throughout Poland.
(4) The land and building are owned by Smooth Bourbon. We own 50% of Smooth Bourbon. (5) As of December 31, 2025, Casinos Poland operated five separate casinos in leased building spaces, including hotels, throughout Poland. A sixth casino opened in February 2026.
The following table sets forth the location, applicable reportable segment, size and description of certain types of gaming facilities at each of our casinos as of December 31, 2024: Summary of Property Information Segment/Property Year Opened / Acquired Approximate Casino Square Footage Acreage Slot / Electronic Gaming Machines (#) (1) Tables (#) (1) Hotel Rooms (#) Racetrack ‎ (#) United States East Mountaineer Casino, Resort & Races (2) 2019 66,152 1,528.1 1,044 26 357 1 Rocky Gap Casino, Resort & Golf (2) 2023 25,447 270.0 630 16 198 — Midwest Century Casino & Hotel - Cape Girardeau (2) 2019 41,530 19.1 809 23 69 — Century Casino & Hotel - Caruthersville (2)(3) 2019 27,000 38.2 580 9 74 — Century Casino & Hotel - Central City 2006 22,640 1.3 398 8 26 — Century Casino & Hotel - Cripple Creek 1996 19,610 3.5 362 6 21 — West Nugget Casino Resort (4) 2023 71,200 25.1 933 25 1,382 — Subtotal 273,579 1,885.3 4,756 113 2,127 1 Canada Century Casino & Hotel - Edmonton (2) 2006 29,225 6.0 793 23 26 — Century Casino St.
The following table sets forth the location, applicable reportable segment, size and description of certain types of gaming facilities at each of our casinos as of December 31, 2025: Summary of Property Information Segment/Property Year Opened / Acquired Approximate Casino Square Footage Acreage Slot / Electronic Gaming Machines (#) (1) Tables (#) (1) Hotel Rooms ‎ (#) Racetrack ‎ (#) US East Mountaineer Casino, Resort & Races (2) 2019 66,152 1,528.1 1,045 26 357 1 Rocky Gap Casino, Resort & Golf (2) 2023 25,447 270.0 630 12 198 — Subtotal 91,599 1,798.1 1,675 38 555 1 US Midwest Century Casino & Hotel - Cape Girardeau (2) 2019 45,536 19.1 813 23 69 — Century Casino & Hotel - Caruthersville (2)(3) 2019 27,000 38.2 579 7 74 — Century Casino & Hotel - Central City 2006 22,640 1.3 409 — 26 — Century Casino & Hotel - Cripple Creek 1996 19,610 3.5 377 — 21 — Subtotal 114,786 62.1 2,178 30 190 — US West Nugget Casino Resort (4) 2023 72,100 25.1 907 22 1,382 — Canada Century Casino & Hotel - Edmonton (2) 2006 24,685 6.0 792 23 26 — Century Casino St.
Albert (2) 2016 13,269 7.1 432 10 — — Century Mile Racetrack and Casino (2) 2019 19,407 100.1 580 — — 1 Century Downs Racetrack and Casino (2) 2015 17,459 57.3 660 — — 1 Subtotal 79,360 170.5 2,465 33 26 2 Poland Casinos Poland (5) 2007 31,893 — 350 92 — — Total 384,832 2,055.8 7,571 238 2,153 3 (1) Machine and table counts are reported as the total number of machines as of December 31, 2024.
Albert (2) 2016 12,951 7.1 432 10 — — Century Mile Racetrack and Casino (2) 2019 19,407 100.1 581 — — 1 Century Downs Racetrack and Casino (2) 2015 17,549 57.3 660 — — 1 Subtotal 74,592 170.5 2,465 33 26 2 Poland Casinos Poland (5) 2007 54,909 — 337 76 — — Total 407,986 2,055.8 7,562 199 2,153 3 (1) Machine and table counts are reported as the total number of machines as of December 31, 2025.
The Nugget Lease has a triple-net structure, which requires us to pay substantially all costs associated with the property, including real estate taxes, insurance, utilities, maintenance and operational costs. The Nugget Lease contains certain covenants, including minimum capital improvement expenditure requirements. Century Casinos, Inc. has provided a guarantee of the Nugget’s obligations under the Master Lease.
At our option, the Nugget Lease may be extended for up to four additional five year renewal terms. The Nugget Lease has a triple-net structure, which requires us to pay substantially all costs associated with the property, including real estate taxes, insurance, utilities, maintenance and operational costs. The Nugget Lease contains certain covenants, including minimum capital improvement expenditure requirements.
We are waiting on regulatory approval to reopen the full gaming floor at the Katowice casino. Master Lease In December 2019, certain subsidiaries of the Company and certain subsidiaries of VICI PropCo entered into a sale and leaseback transaction in connection with the 2019 Acquisition and entered into the Master Lease to lease the real estate assets.
Master Lease In December 2019, certain subsidiaries of the Company and certain subsidiaries of VICI PropCo entered into a sale and leaseback transaction in connection with the 2019 Acquisition and entered into the Master Lease to lease the real estate assets. Mountaineer, Cape Girardeau, Caruthersville, Rocky Gap and our Canadian subsidiaries are currently subject to the Master Lease.
The Master Lease provides for the lease of land, buildings, structures and other improvements on the land, easements and similar appurtenances to the land and improvements relating to the operations of the leased properties. The scheduled 2025 rent payments under the Master Lease, including a CPI increase, are approximately $58.4 million.
In addition, the portion of the Master Lease attributable to the Century Canadian Portfolio has a maximum 2.5% annual escalator increase. The Master Lease provides for the lease of land, buildings, structures and other improvements on the land, easements and similar appurtenances to the land and improvements relating to the operations of the leased properties.
The Nugget Lease has an initial term of 35 years and a purchase option if Century purchases the remaining 50% of Smooth Bourbon. At our option, the Nugget Lease may be extended for up to four additional five year renewal terms.
The scheduled 2026 rent payments under the Nugget Lease attributable to Marnell’s 50% ownership of Smooth Bourbon are $7.9 million. The rent payments are subject to annual escalations during the lease term. The Nugget Lease has an initial term of 35 years and a purchase option if Century purchases the remaining 50% of Smooth Bourbon.
Removed
In addition, the portion of the Master Lease attributable to the Century Canadian Portfolio has a maximum 2.5% annual escalator increase. Mountaineer, Cape Girardeau, Caruthersville, Rocky Gap and our Canadian subsidiaries are currently subject to the Master Lease.
Added
We reopened the full gaming floor at the Katowice casino in May 2025 following regulatory approval. (3) We closed the Wroclaw casino in November 2023 due to the expiration of the gaming license. We were awarded the license in December 2023. We relocated the casino to a new location and opened the casino in October 2024.
Removed
The rent owed to Marnell is paid through dividends to non-controlling partners. The scheduled 2025 rent payments under the Nugget Lease attributable to Marnell are $7.7 million. The rent payments are subject to annual escalations during the lease term.
Added
(4) We were awarded a license for a second location in Wroclaw in March 2025. We opened the casino in February 2026 with 41 slot machines and five table games.
Added
We elected to defer the cash payments related to the increase in initial annualized rent for 12 months, and the deferred rent is being paid over a six month period that began in December 2025. • On July 25, 2023, an amendment (i) added Rocky Gap to the Master Lease, (ii) increased initial annualized rent by approximately $15.5 million and (iii) extended the initial Master Lease term for 15 years from the date of the amendment (subject to the four existing five-year renewal options). • On September 6, 2023, an amendment (i) added the Century Canadian Portfolio to the Master Lease, (ii) increased initial annualized rent by approximately CAD 17.3 million ($12.6 million based on the exchange rate on December 31, 2025) and (iii) extended the initial Master Lease term for 15 years from the date of the amendment (subject to the four existing five year renewal options).
Added
We distribute dividends to Marnell for its 50% ownership interest in Smooth Bourbon. The dividends consist of rent from the Nugget Lease offset by operating costs of Smooth Bourbon and are recorded as dividends to non-controlling partners in our consolidated statement of cash flows.
Added
Century Casinos, Inc. has provided a guarantee of the Nugget’s obligations under the Master Lease.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWright has been employed by us since 2007, including previously serving as our Vice President of Accounting from May 2010 to October 2019. Andreas Terler is a Graduate Engineer in Applied Mathematics from the University of Graz, Austria (1994). Mr. Terler has been employed by us since 2006.
Biggest changeAndreas Terler is a Graduate Engineer in Applied Mathematics from the University of Graz, Austria (1994). Mr. Terler has been employed by us since 2006. He has served as Managing Director of CRM since February 2007 and Executive Vice President since February 2022. Mr.
Item 3. Legal Proceedings . We are not a party to any pending litigation that, in management’s opinion, could have a material effect on our financial position or results of operations except as disclosed in Note 16 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report. Item 4 . Mine Safety Disclosures.
Item 3. Legal Proceedings . We are not a party to any pending litigation that, in management’s opinion, could have a material effect on our financial position or results of operations except as disclosed in Note 15 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report. Item 4 . Mine Safety Disclosures.
Information about our Executive Officers Name Age Position Held Erwin Haitzmann 71 Chairman of the Board and Co-Chief Executive Officer Peter Hoetzinger 62 Vice Chairman of the Board, Co-Chief Executive Officer and President Margaret Stapleton 63 Chief Financial Officer and Corporate Secretary Timothy Wright 54 Chief Accounting Officer and Corporate Controller Andreas Terler 55 Managing Director of Century Resorts Management GmbH and ‎ Executive Vice President Nikolaus Strohriegel 55 Managing Director of Century Resorts Management GmbH and Executive Vice President Erwin Haitzmann holds a Doctorate and a Masters degree in Social and Economic Sciences from the University of Linz, Austria (1980), and has extensive casino gaming experience ranging from dealer through various casino management positions.
Information about our Executive Officers Name Age Position Held Erwin Haitzmann 72 Chairman of the Board and Co-Chief Executive Officer Peter Hoetzinger 63 Vice Chairman of the Board, Co-Chief Executive Officer and President Margaret Stapleton 64 Chief Financial Officer and Corporate Secretary Timothy Wright 55 Chief Accounting Officer and Corporate Controller Andreas Terler 56 Managing Director of Century Resorts Management GmbH and ‎ Executive Vice President Nikolaus Strohriegel 56 Managing Director of Century Resorts Management GmbH and Executive Vice President Erwin Haitzmann holds a Doctorate and a Masters degree in Social and Economic Sciences from the University of Linz, Austria (1980), and has extensive casino gaming experience ranging from dealer through various casino management positions.
He has served as Managing Director of CRM since February 2007 and Executive Vice President since February 2022. Mr. Terler previously served as Vice President of Operations from May 2011 to October 2019, Chief Information Officer from February 2006 to January 2022 and Senior Vice President, Operations – Missouri and West Virginia from October 2019 to February 2022.
Terler previously served as Vice President of Operations from May 2011 to October 2019, Chief Information Officer from February 2006 to January 2022 and Senior Vice President, Operations – Missouri and West Virginia from October 2019 to February 2022. Nikolaus Strohriegel received a Masters degree from the University of Vienna, Austria (1996). Mr.
Strohriegel previously served as Vice President of Operations from March 2017 to October 2019 and Senior Vice President, Operations – Europe from October 2019 to February 2022. PART II
Strohriegel has been employed by us since 2007. He has served as Managing Director of CRM since January 2009 and Executive Vice President since February 2022. Mr. Strohriegel previously served as Vice President of Operations from March 2017 to October 2019 and Senior Vice President, Operations – Europe from October 2019 to February 2022. PART II
Timothy Wright was appointed Chief Accounting Officer effective October 2019 and Corporate Controller effective May 2010. Mr. Wright holds a Bachelor of Science degree in Accounting from the University of Colorado, Colorado Springs, Colorado (1995) 22 and has over 30 years of experience in corporate accounting and finance. 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.
She holds a Bachelor of Science degree in Accounting from Regis University, Denver, Colorado (2004) and has over 30 years of experience in corporate accounting and internal audit. Ms. Stapleton previously served as our Director of Internal Audit and Compliance from 2005 until May 2010 and as our Executive Vice President, Principal Financial/Accounting Officer from May 2010 to October 2019.
She holds a Bachelor of Science degree in Accounting from Regis University, Denver, Colorado (2004) and has over 30 years of experience in corporate accounting and internal audit. Ms.
Removed
Nikolaus Strohriegel received a Masters degree from the University of Vienna, Austria (1996). Mr. Strohriegel has been employed by us since 2007. He has served as Managing Director of CRM since January 2009 and Executive Vice President since February 2022. Mr.
Added
Stapleton previously served as our Director of Internal Audit and 22 Compliance from 2005 until May 2010 and as our Executive Vice President, Principal Financial/Accounting Officer from May 2010 to October 2019. Timothy Wright was appointed Chief Accounting Officer effective October 2019 and Corporate Controller effective May 2010. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn 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, 2024 is $14.7 million. The repurchase program has no set expiration or termination date. No repurchases were made during the year ended December 31, 2024. Item 6.
Biggest changeIn November 2009, our Board approved an increase of the amount available to be repurchased under the program to $15.0 million.
The comparison assumes a $100 investment on December 31, 2019, in our common stock and in each of the foregoing indices, and assumes reinvestment of dividends, if any.
The comparison assumes a $100 investment on December 31, 2020, in our common stock and in each of the foregoing indices, and assumes reinvestment of dividends, if any.
The following graph illustrates the cumulative shareholder return of our common stock during the period beginning December 31, 2019 through December 31, 2024, and compares it to the cumulative total return on the Nasdaq and the Dow Jones US Gambling Index.
The following graph illustrates the cumulative shareholder return of our common stock during the period beginning December 31, 2020 through December 31, 2025, and compares it to the cumulative total return on the Nasdaq and the Dow Jones US Gambling Index.
Declaration and payment of dividends, if any, in the future will be at the discretion of the board of directors. At March 7, 2025, we had 119 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.
Declaration and payment of dividends, if any, in the future will be at the discretion of the Board. At March 9, 2026, we had 115 holders of record of our common stock. Issuer Repurchases In March 2000, our Board approved and announced a discretionary program to repurchase up to $5.0 million of our outstanding common stock.
This table is not intended to forecast future performance of our common stock. 12/19 12/20 12/21 12/22 12/23 12/24 CNTY 100.00 80.68 153.79 88.76 61.62 40.91 Nasdaq 100.00 143.64 174.36 116.65 167.30 215.22 Dow Jones US Gambling Index 100.00 88.55 77.17 57.48 74.67 74.15 No dividends have been declared or paid by us.
This table is not intended to forecast future performance of our common stock. 12/20 12/21 12/22 12/23 12/24 12/25 CNTY 100.00 190.61 110.02 76.37 50.70 20.81 Nasdaq 100.00 121.39 81.21 116.47 149.83 180.33 Dow Jones US Gambling Index 100.00 87.15 64.91 84.33 83.74 80.72 No dividends have been declared or paid by us.
Added
The repurchase program has no set expiration or termination date and had approximately $10.8 million remaining as of December 31, 2025. 23 Beginning in May 2025, we have entered into 10b5-1 trading plans (the “Plans”) for the purpose of repurchasing shares of our outstanding common stock in accordance with the share repurchase program previously authorized by the Board.
Added
The Plans are intended to comply with Rule 10b5-1(c) under the Exchange Act. Repurchases of common stock under the Plans are being administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plans.
Added
The Plans entered into during 2025 were as follows:  On May 14, 2025, we announced we entered into a Plan for the purpose of repurchasing up to $3.0 million of shares of our outstanding common stock.
Added
This Plan expired on July 31, 2025.  On August 11, 2025, we announced we entered into a Plan for the purpose of repurchasing up to $2.5 million of shares of our outstanding common stock. This Plan expired on December 31, 2025. The table below details the repurchases made under the Plans during the three months ended December 31, 2025.
Added
During the three months ended December 31, 2025, there were no repurchases under our repurchase program outside of the Plans.
Added
Period Total number of shares purchased Average price paid per share ‎ ($) Total number of shares purchased as part of publicly announced plans Approximate dollar amount that may yet be purchased under the plan ‎ (in millions) ($) Plan Adopted August 11, 2025 October 2025 174,696 2.39 174,696 1.1 November 2025 241,023 1.63 241,023 0.7 December 2025 506,579 1.39 506,579 — Total 922,298 1.64 922,298 On January 2, 2026, we announced we entered into a new Plan for the purpose of repurchasing up to $1.5 million of shares of our outstanding common stock.
Added
This Plan expires on May 10, 2026. Item 6. Removed and Reserved.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

107 edited+48 added−112 removed38 unchanged
Biggest changeSee Note 2 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report. 25 DISCUSSION OF RESULTS Years ended December 31, 2024, 2023 and 2022 Century Casinos, Inc. and Subsidiaries For the year ended December 31, 2024/2023 2023/2022 Amounts in thousands 2024 2023 2022 $ Change % Change $ Change % Change Gaming Revenue $ 419,948 $ 412,388 $ 365,986 $ 7,560 1.8% $ 46,402 12.7% Pari-mutuel, Sports Betting and iGaming Revenue 19,016 20,165 19,607 (1,149) (5.7%) 558 2.8% Hotel Revenue 48,253 42,269 9,628 5,984 14.2% 32,641 339.0% Food and Beverage Revenue 58,947 50,262 24,097 8,685 17.3% 26,165 108.6% Other Revenue 29,755 25,122 11,211 4,633 18.4% 13,911 124.1% Net Operating Revenue 575,919 550,206 430,529 25,713 4.7% 119,677 27.8% Gaming Expenses (225,466) (216,475) (183,841) 8,991 4.2% 32,634 17.8% Pari-mutuel, Sports Betting and iGaming Expenses (22,234) (21,752) (22,149) 482 2.2% (397) (1.8%) Hotel Expenses (18,883) (14,379) (2,815) 4,504 31.3% 11,564 410.8% Food and Beverage Expenses (52,416) (45,065) (22,631) 7,351 16.3% 22,434 99.1% Other Expenses (11,381) (9,722) (1,205) 1,659 17.1% 8,517 706.8% General and Administrative Expenses (147,912) (140,505) (104,262) 7,407 5.3% 36,243 34.8% Depreciation and Amortization (49,595) (41,043) (27,109) 8,552 20.8% 13,934 51.4% Impairment - Goodwill (43,716) — — 43,716 100.0% — — Gain on Sale of Casino Operations — 1,660 — 1,660 100.0% (1,660) (100.0%) (Loss) on Sale of Assets — — (2,154) — — (2,154) (100.0%) Total Operating Costs and Expenses (571,603) (487,281) (366,166) 84,322 17.3% 121,115 33.1% Earnings from Equity Investment — 1,121 3,249 (1,121) (100.0%) (2,128) (65.5%) Earnings from Operations 4,316 64,046 67,612 (59,730) (93.3%) (3,566) (5.3%) Income Tax (Expense) Benefit (27,673) 5,343 7,660 (33,016) (617.9%) (2,317) (30.2%) Net Earnings Attributable to Non-controlling Interests (7,085) (9,709) (5,694) (2,624) (27.0%) 4,015 70.5% Net (Loss) Earnings Attributable to Century Casinos, Inc.
Biggest changeSee Note 2 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report. ‎ 26 DISCUSSION OF RESULTS Years ended December 31, 2025 and 2024 Century Casinos, Inc. and Subsidiaries For the year ended December 31, 2025/2024 Amounts in thousands 2025 2024 $ Change % Change Gaming revenue $ 422,430 $ 419,948 $ 2,482 0.6% Pari-mutuel, sports betting and iGaming revenue 19,835 19,016 819 4.3% Hotel Revenue 49,087 48,253 834 1.7% Food and beverage revenue 57,131 58,947 (1,816) (3.1%) Other revenue 24,492 29,755 (5,263) (17.7%) Net operating revenue 572,975 575,919 (2,944) (0.5%) Gaming expenses (224,802) (225,466) (664) (0.3%) Pari-mutuel, sports betting and iGaming expenses (22,806) (22,234) 572 2.6% Hotel expenses (19,333) (18,883) 450 2.4% Food and beverage expenses (50,213) (52,416) (2,203) (4.2%) Other expenses (9,372) (11,381) (2,009) (17.7%) General and administrative expenses (144,249) (147,912) (3,663) (2.5%) Depreciation and amortization (50,921) (49,595) 1,326 2.7% Impairment - goodwill — (70,189) (70,189) (100.0%) Total operating costs and expenses (521,696) (598,076) (76,380) (12.8%) Earnings (loss) from operations 51,279 (22,157) 73,436 331.4% Income tax expense (2,748) (26,631) 23,883 89.7% Net earnings attributable to non-controlling interests (7,520) (7,085) (435) (6.1%) Net loss attributable to Century Casinos, Inc. shareholders (61,416) (153,601) 92,185 60.0% Adjusted EBITDAR (1) $ 105,377 $ 102,678 $ 2,699 2.6% Net loss per share attributable to Century Casinos, Inc. shareholders Basic $ (2.04) $ (5.02) $ 2.98 59.4% Diluted $ (2.04) $ (5.02) $ 2.98 59.4% (1) For a discussion of Adjusted EBITDAR and reconciliation of Adjusted EBITDAR to net loss attributable to Century Casinos, Inc. shareholders, see “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” below in this Item 7.
Investing Activities Net cash used in investing activities for the year ended December 31, 2024 consisted of $1.8 million for casino licenses in Poland, $4.9 million in slot machine purchases at our US properties, $0.3 million in various renovations to the Mountaineer property in West Virginia, $11.1 million for our hotel project and $0.5 million to add a Starbucks location in Cape Girardeau, $30.0 million for our casino project in Caruthersville, $0.3 million for a high limit room, $0.1 million for sportsbook improvements and $0.5 million in various renovations in Nevada, $0.5 million in gaming-related purchases and $0.7 million in hotel and exterior renovations at our Colorado properties, $1.9 million related to racing related updates at Century Downs, $0.6 million in various renovations at St.
Net cash used in investing activities for the year ended December 31, 2024 consisted of $1.8 million for casino licenses in Poland, $4.9 million in slot machine purchases at our US properties, $0.3 million in various renovations to the Mountaineer property in West Virginia, $11.1 million for our hotel project and $0.5 million to add a Starbucks location in Cape Girardeau, $30.0 million for our casino project in Caruthersville, $0.3 million for a high limit room, $0.1 million for sportsbook improvements and $0.5 million in various renovations in Nevada, $0.5 million in gaming-related purchases and $0.7 million in hotel and exterior renovations at our Colorado properties, $1.9 million related to racing related updates at Century Downs, $0.6 million in various renovations at St.
Consolidated Adjusted EBITDAR should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net earnings, because it excludes the rent expense associated with our Master Lease and certain other items. The reconciliation of Adjusted EBITDAR to net (loss) earnings attributable to Century Casinos, Inc. shareholders is presented below.
Consolidated Adjusted EBITDAR should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net earnings, because it excludes the rent expense associated with our Master Lease and certain other items. ‎ 29 The reconciliation of Adjusted EBITDAR to net (loss) earnings attributable to Century Casinos, Inc. shareholders is presented below.
If necessary, we may seek to obtain further term loans, mortgages or lines of credit with commercial banks, sale and leaseback transactions of property we own or acquire, or other debt or equity financings to supplement our working capital and investing requirements.
If necessary, we may seek to obtain further term loans, mortgages or lines of credit with commercial banks, sale and leaseback transactions of property we own or acquire, or other debt financings or refinancings or equity financings to supplement our working capital and investing requirements.
A reconciliation of Adjusted EBITDAR to net earnings attributable to Century Casinos, Inc. shareholders for the Canada reportable segment can be found in the “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above in this Item 7.
A reconciliation of Adjusted EBITDAR to net earnings attributable to Century Casinos, Inc. shareholders for this reportable segment can be found in the “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above in this Item 7.
Any worsening in economic conditions in the regions in which we operate or globally, or the perception that conditions may worsen, could reduce consumer discretionary spending or increase our costs and erode our net earnings and cash flows.
Any worsening in economic conditions in the regions in which we operate or globally, or the perception 25 that conditions may worsen, could reduce consumer discretionary spending or increase our costs and erode our net earnings and cash flows.
Polish Airports owns the remaining 33.3% in CPL. We account for and report the 33.3% Polish Airports ownership interest as a non-controlling financial interest. CPL has been in operation since 1989 and owns and operates casinos throughout Poland.
We account for and report the 33.3% Polish Airports ownership interest as a non-controlling financial interest. CPL has been in operation since 1989 and owns and operates casinos throughout Poland.
As of December 31, 2024, we have made no changes to our estimates related to useful lives. We use judgment in estimating future cash flows when we review the carrying value of our property and equipment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable.
As of December 31, 2025, we have made no changes to our estimates related to useful lives. We use judgment in estimating future cash flows when we review the carrying value of our property and equipment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable.
See Item 2, “Properties”, above for a list of casinos operating as of December 31, 2024. 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.
See Item 2, “Properties”, above for a list of casinos operating as of December 31, 2025. We have a 75% ownership interest in CDR and we consolidate CDR as a majority-owned subsidiary for which we have a controlling financial interest. We account for and report the remaining 25% ownership interest in CDR as a non-controlling financial interest.
Recent Developments Related to Economic Uncertainty Current macroeconomic conditions remain very dynamic, including volatile changes in inflation, foreign currency exchange rates, political unrest and armed conflicts, US domestic and other international economic policies, such as tariffs, and other factors.
Recent Developments Related to Economic Uncertainty Current macroeconomic conditions remain very dynamic, including volatile changes in stock markets, foreign currency exchange rates, political unrest and armed conflicts, inflation, US domestic and other international economic policies, such as tariffs and other factors.
As of December 31, 2024, we believe that our investments in property and equipment are recoverable. 42 Goodwill and Intangible Assets – We test goodwill and indefinite-lived intangible assets for impairment as of October 1 each year, or more frequently as circumstances indicate it is necessary. Our identifiable intangible assets include trademarks, player’s club lists and casino licenses.
As of December 31, 2025, we believe that our investments in property and equipment are recoverable. Goodwill and Intangible Assets – We test goodwill and indefinite-lived intangible assets for impairment as of October 1 each year, or more frequently as circumstances indicate it is necessary. Our identifiable intangible assets include trademarks, player’s club lists and casino licenses.
Financing Activities Net cash used in financing activities for the year ended December 31, 2024 consisted of $8.8 million in distributions to non-controlling interests in CDR, CPL and Smooth Bourbon, and $0.2 million to repurchase shares to satisfy tax withholding related to our performance stock unit awards, offset by $4.7 million in proceeds from borrowings net of principal payments, of which $11.8 million consisted of proceeds from borrowings from VICI PropCo for the Caruthersville project.
Financing Activities Net cash used in financing activities for the year ended December 31, 2025 consisted of $8.6 million in distributions to non-controlling interests in CDR, CPL and Smooth Bourbon, $4.0 million to repurchase and retire shares of our common stock and $2.8 million of principal payments net of proceeds from borrowings. 38 Net cash used in financing activities for the year ended December 31, 2024 consisted of $8.8 million in distributions to non-controlling interests in CDR, CPL and Smooth Bourbon, and $0.2 million to repurchase shares to satisfy tax withholding related to our performance stock unit awards, offset by $4.7 million in proceeds from borrowings net of principal payments, of which $11.8 million consisted of proceeds from borrowings from VICI PropCo for the Caruthersville project.
Property and Equipment – We have significant capital invested in our property and equipment, which represented approximately 78% of our total assets as of December 31, 2024. 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.
Property and Equipment – We have significant capital invested in our property and equipment, which represented approximately 81% of our total assets as of December 31, 2025. Judgments are made in determining the estimated useful lives of assets, salvage values to be assigned to assets and if or when an asset has been impaired.
Reportable Segment Operating Segment Reporting Unit United States East Mountaineer Casino, Resort & Races (1) Rocky Gap Casino, Resort & Golf (1) Midwest Century Casino & Hotel — Central City Century Casino & Hotel — Cripple Creek Century Casino & Hotel — Cape Girardeau (1) Century Casino & Hotel — Caruthersville and The Farmstead (1) West Nugget Casino Resort and Smooth Bourbon, LLC Canada Canada Century Casino & Hotel — Edmonton (1) Century Casino St.
Reportable Segment and Operating Segment Reporting Unit US East Mountaineer Casino, Resort & Races (1) Rocky Gap Casino, Resort & Golf (1) US Midwest Century Casino & Hotel Central City Century Casino & Hotel Cripple Creek Century Casino & Hotel Cape Girardeau and The Riverview (1) Century Casino & Hotel Caruthersville and The Farmstead (1) US West Nugget Casino Resort and Smooth Bourbon, LLC Canada Century Casino & Hotel Edmonton (1) Century Casino St.
Estimated interest payments based on principal amounts and expected maturities of long-term debt outstanding and management’s forecasted rates for our long-term debt agreements for the year ending December 31, 2025 are $36.1 million. Estimated interest payments do not reflect the impact of future foreign exchange rate changes.
Estimated interest payments based on principal amounts and expected maturities of long-term debt outstanding and management’s forecasted rates for our long-term debt agreements for the year ending December 31, 2026 are $33.2 million. Estimated interest payments do not reflect the impact of future foreign exchange rate changes.
We have a Revolving Facility with Goldman of up to $30.0 million. If we have aggregate outstanding revolving loans, swingline loans and letters of credit greater than $10.5 million as of the last day of any fiscal quarter, we are required to maintain a Consolidated First Lien Net Leverage Ratio of 5.50 to 1.00 or less for such fiscal quarter.
If we have aggregate outstanding revolving loans, swingline loans, and letters of credit under the Goldman Credit Agreement greater than $10.5 million as of the last day of any fiscal quarter, we are required to maintain a Consolidated First Lien Net Leverage Ratio of 5.50 to 1.00 or less for such fiscal quarter.
The casino has 580 slot machines and nine live table games, which is almost a 50% increase in gaming positions compared with the prior temporary location. The number of hotel rooms doubled to 74. We opened The Riverview in Cape Girardeau in April 2024.
The casino has 579 slot machines and seven live table games, which is approximately a 50% increase in gaming positions compared with the prior temporary location. The number of hotel rooms doubled to 74. We opened The Riverview in Cape Girardeau in April 2024.
Items deducted from or added to earnings from operations to arrive at net (loss) earnings include interest income, interest expense, gains (losses) on foreign currency transactions and other, income tax expense (benefit) and non-controlling interests.
Items deducted from or added to earnings from operations to arrive at net loss attributable to Century Casinos, Inc. shareholders include interest income, interest expense, gains (losses) on foreign currency transactions and other, income tax expense (benefit) and non-controlling interests.
Albert (1) Century Mile Racetrack and Casino (1) Century Downs Racetrack and Casino (1) Poland Poland Casinos Poland Corporate and Other Corporate and Other Cruise Ships & Other (2) Corporate Other (3) (1) The real estate assets, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, are owned by VICI PropCo and leased to us under the Master Lease.
Albert (1) Century Mile Racetrack and Casino (1) Century Downs Racetrack and Casino (1) Poland Casinos Poland (1) The real estate assets, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, are owned by VICI PropCo and leased to us under the Master Lease.
Presentation of Foreign Currency Amounts The average exchange rates to the US dollar used to translate balances during each reported period are as follows: For the year ended December 31, % Change Average Rates 2024 2023 2022 2024/2023 2023/2022 Canadian dollar (CAD) 1.3696 1.3496 1.3011 (1.5%) (3.7%) Euros (EUR) 0.9244 0.9248 0.9506 — 2.7% Polish zloty (PLN) 3.9807 4.2034 4.4559 5.3% 5.7% Source: Xe Currency Converter 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 US dollars.
Presentation of Foreign Currency Amounts The average exchange rates to the US dollar used to translate balances during each reported period are as follows: For the year ended December 31, % Change Average Rates 2025 2024 2025/2024 Canadian dollar (CAD) 1.3979 1.3696 (2.1%) Euros (EUR) 0.8871 0.9244 4.0% Polish zloty (PLN) 3.7608 3.9807 5.5% Source: Xe Currency Converter We recognize in our statement of loss, foreign currency transaction gains or losses resulting from the translation of casino operations and other transactions that are denominated in a currency other than US dollars.
The current portion relates to payments due within one year under our Goldman Credit Agreement, term loan with UniCredit Bank Austria AG (“UniCredit”) and CPL’s credit facilities. Our Goldman Credit Agreement provides for a $350.0 million Goldman Term Loan and a $30.0 million Revolving Facility. We intend to repay the current portion of our debt obligations with available cash.
The current portion relates to payments due within one year under our Goldman Credit Agreement, the CPL Credit Agreement and the CPL Credit Facility. The Goldman Credit Agreement provides for a $350.0 million Goldman Term Loan and a $30.0 million Revolving Facility. We intend to repay the current portion of our debt obligations with available cash.
Borrowings and Repayments of Long-Term Debt and Lease Agreements As of December 31, 2024, our total debt under bank borrowings and other agreements net of $11.5 million related to deferred financing costs was $328.2 million, of which $321.9 million was long-term debt and $6.2 million was the current portion of long-term debt.
Borrowings and Repayments of Long-Term Debt and Lease Agreements As of December 31, 2025, our total debt under bank borrowings and other agreements net of $8.8 million related to deferred financing costs was $328.9 million, of which $321.4 million was long-term debt and $7.6 million was the current portion of long-term debt.
For the year ended December 31, Amounts in millions 2024 2023 2022 East Pari-mutuel Revenue $ 5.7 $ 5.9 $ 5.4 Sports Betting Revenue 0.2 0.2 0.6 iGaming Revenue 1.8 1.1 0.6 7.7 7.2 6.6 Midwest Sports Betting Revenue 1.8 2.8 2.1 West Sports Betting Revenue 0.1 0.1 — Total United States $ 9.6 $ 10.1 $ 8.7 A reconciliation of Adjusted EBITDAR to net (loss) earnings attributable to Century Casinos, Inc. shareholders for the United States reportable segment can be found in the “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above in this Item 7.
For the year ended December 31, Amounts in millions 2025 2024 Pari-mutuel revenue $ 6.2 $ 5.7 Sports betting revenue 0.3 0.2 iGaming revenue 2.6 1.8 $ 9.1 $ 7.7 A reconciliation of Adjusted EBITDAR to net loss attributable to Century Casinos, Inc. shareholders for this reportable segment can be found in the “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above in this Item 7.
However, continued conflict in that region could have a negative impact on our results of operations. 35 Results in US dollars were impacted by 5.3% and 5.7% increases in the average exchange rates between the US dollar and the Polish zloty for the year ended December 31, 2024 compared to the year ended December 31, 2023 and the year ended December 31, 2023 compared to the year ended December 31, 2022, respectively.
However, continued conflict in that region could have a negative impact on our results of operations. 35 Results in US dollars were impacted by a 5.5% increase in the average exchange rate between the US dollar and the Polish zloty for the year ended December 31, 2025 compared to the year ended December 31, 2024.
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.
On an ongoing basis, we evaluate these estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Because management believes it is more likely than not that the benefit from certain deferred tax assets will not be realized, a valuation allowance of $11.0 million in foreign jurisdictions has been provided in recognition of these risks.
Because management believes it is more likely than not that the benefit from certain deferred tax assets will not be realized, a valuation allowance of $11.5 million and $11.0 million as of December 31, 2025 and 2024, respectively, in foreign jurisdictions has been recorded in recognition of these risks.
Smooth Bourbon is a 50% owned subsidiary of the Company that owns the real estate assets underlying the Nugget Casino Resort. Rent expense related to the Master Lease and CDR Land Lease is included in interest expense on our consolidated statements of (loss) earnings.
Smooth Bourbon is a 50% owned subsidiary of the Company that owns the real estate assets underlying the Nugget Casino Resort. Rent expense related to the Master Lease is included in interest expense on our consolidated statements of loss. The Nugget Lease is considered an intercompany lease and income and expense related to the lease are eliminated in consolidation.
For a description of our debt agreements, see Note 6 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report. Net Debt was $240.8 million as of December 31, 2024 compared to $175.5 million as of December 31, 2023.
For a description of our debt agreements, see Note 5 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report. Net Debt was $268.8 million as of December 31, 2025 compared to $240.8 million as of December 31, 2024. The increase in net debt is primarily due to decreased cash.
Casino Closure Date Reopen Date Katowice (1) October 2023 March 2024 Bielsko-Biala October 2023 February 2024 Wroclaw (2) November 2023 October 2024 Krakow (3) May 2024 N/A LIM Center in Warsaw (3) July 2024 N/A (1) The Katowice casino reopened with a reduced gaming floor. (2) T he Wroclaw casino reopened at a new location following the closure.
Casino Closure Date Reopen Date Katowice (1) October 2023 March 2024 Bielsko-Biala October 2023 February 2024 Wroclaw (2) November 2023 October 2024 Krakow (3) May 2024 N/A LIM Center in Warsaw (3) July 2024 N/A Hilton Hotel in Warsaw (4) June 2025 N/A (1) The Katowice casino reopened in March 2024 with a reduced gaming floor.
Net Debt provides investors with an indication of our ability to pay off all of our long-term debt were it to become due simultaneously. The reconciliation of Net Debt is presented below.
Management believes that Net Debt is a valuable measure of our overall financial situation. Net Debt provides investors with an indication of our ability to pay off all of our long-term debt were it to become due simultaneously. The reconciliation of Net Debt is presented below.
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.
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.
In 2024, net loss (earnings) attributable to Century Casinos, Inc. shareholders was impacted by increased interest expense primarily due to additional properties added to the Master Lease, by the valuation allowance on our net deferred tax assets related to the United States during the second quarter of 2024, and by the impairment of goodwill at the Nugget during the fourth quarter of 2024 as detailed above.
In 2024, net loss attributable to Century Casinos, Inc. shareholders was impacted by the valuation allowance on our net deferred tax assets related to our United States operations during the second quarter of 2024, and by the impairment of goodwill at the Nugget and Rocky Gap during the fourth quarter of 2024 as detailed above.
We have recorded a deferred tax liability of $3.3 million on the estimated foreign withholding tax required as part of a cash dividend to the US related to earnings from the 2023 Canada Real Estate Sale, as well as current earnings from foreign subsidiaries.
We have recorded a deferred tax liability of $4.2 million on the estimated foreign withholding tax required as part of a cash dividend to the US related to earnings from the sale and leaseback of our Canadian properties in 2023, as well as current earnings from foreign subsidiaries.
The following table details cash payments under the Master Lease, CDR Land Lease, which ended in September 2023, and 50% of the cash payments under the Nugget Lease for the years ended December 31, 2024, 2023 and 2022.
The following table details cash payments under the Master Lease, and 50% of the cash payments under the Nugget Lease for the years ended December 31, 2025 and 2024.
Unless otherwise indicated, explanations below are provided based on PLN results. Net operating revenue decreased primarily due to licensing-related closures at our locations in Bielsko-Biala, Katowice and Wroclaw during the first nine months of 2024 as well as the closures of our locations in Krakow and the LIM Center casino in Warsaw.
Unless otherwise indicated, explanations below are provided based on PLN results. Net operating revenue decreased primarily due to licensing-related closures of our LIM Center and Krakow casinos and Hilton Hotel casino in Warsaw, offset by increased revenue due to the casinos that reopened in 2024 in Wroclaw, Bielsko-Biala and Katowice.
For the year 2024/2023 2023/2022 ended December 31, % % Amounts in CAD, in millions 2024 2023 2022 Change Change Change Change Net Operating Revenue Canada 104.5 101.8 93.1 2.7 2.7% 8.7 9.4% Operating Costs and Expenses (1) Canada 76.8 77.4 69.2 (0.6) (0.8%) 8.2 11.8% For the year ended December 31, 2024/2023 2023/2022 Amounts in millions 2024 2023 2022 $ Change % Change $ Change % Change Net Operating Revenue Canada $ 76.3 $ 75.5 $ 71.6 $ 0.8 1.2% $ 3.9 5.4% Operating Costs and Expenses (1) Canada $ 56.1 $ 57.4 $ 53.2 $ (1.3) (2.3%) $ 4.2 7.9% (1) Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization and gain on sale of casino operations and loss on sale of assets. 2024 Compared to 2023 The following discussion highlights results for the year ended December 31, 2024 compared to the year ended December 31, 2023.
For the year 2025/2024 ended December 31, % Amounts in CAD, in millions 2025 2024 Change Change Net operating revenue Canada 106.0 104.5 1.5 1.4% Operating costs and expenses (1) Canada 77.7 76.8 0.9 1.2% For the year ended December 31, 2025/2024 Amounts in millions 2025 2024 $ Change % Change Net operating revenue Canada $ 75.9 $ 76.3 $ (0.4) (0.5%) Operating costs and expenses (1) Canada $ 55.6 $ 56.1 $ (0.5) (0.9%) (1) Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization. 34 2025 Compared to 2024 The following discussion highlights results for the year ended December 31, 2025 compared to the year ended December 31, 2024.
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.
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.
Amounts in thousands December 31, 2024 December 31, 2023 Total long-term debt, including current portion $ 328,156 $ 332,680 Deferred financing costs 11,454 14,149 Total principal $ 339,610 $ 346,829 Less: Cash and cash equivalents $ 98,769 $ 171,327 Net Debt $ 240,841 $ 175,502 30 REPORTABLE SEGMENTS The following discussion provides further detail of consolidated results by reportable segment.
Amounts in thousands December 31, 2025 December 31, 2024 Total long-term debt, including current portion $ 328,931 $ 328,156 Deferred financing costs 8,759 11,454 Total principal $ 337,690 $ 339,610 Less: Cash and cash equivalents $ 68,921 $ 98,769 Net Debt $ 268,769 $ 240,841 RESULTS OF OPERATIONS - REPORTABLE SEGMENTS The following discussion provides further detail of consolidated results by reportable segment.
For the year 2024/2023 2023/2022 ended December 31, % % Amounts in PLN, in millions 2024 2023 2022 Change Change Change Change Net Operating Revenue Poland 318.3 396.8 402.5 (78.5) (19.8%) (5.7) (1.4%) Operating Costs and Expenses (1) Poland 325.8 362.3 349.3 (36.5) (10.1%) 13.0 3.7% For the year ended December 31, 2024/2023 2023/2022 Amounts in millions 2024 2023 2022 $ Change % Change $ Change % Change Net Operating Revenue Poland $ 79.9 $ 94.1 $ 90.2 $ (14.2) (15.1%) $ 3.9 4.4% Operating Costs and Expenses (1) Poland $ 81.8 $ 86.1 $ 78.4 $ (4.3) (5.0%) $ 7.7 9.8% (1) Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization. 2024 Compared to 2023 The following discussion highlights results for the year ended December 31, 2024 compared to the year ended December 31, 2023.
For the year 2025/2024 ended December 31, % Amounts in PLN, in millions 2025 2024 Change Change Net operating revenue Poland 316.8 318.3 (1.5) (0.5%) Operating costs and expenses (1) Poland 313.2 325.8 (12.6) (3.9%) For the year ended December 31, 2025/2024 Amounts in millions 2025 2024 $ Change % Change Net operating revenue Poland $ 84.2 $ 79.9 $ 4.3 5.3% Operating costs and expenses (1) Poland $ 83.2 $ 81.8 $ 1.4 1.7% (1) Operating costs and expenses are calculated as total operating costs and expenses less depreciation and amortization. 2025 Compared to 2024 The following discussion highlights results for the year ended December 31, 2025 compared to the year ended December 31, 2024.
The Riverview is a 69 room, six-story hotel with 68,000 square feet that is adjacent to and connected with Century Casino Cape Girardeau.
The Riverview is a 69 room, six-story hotel with 68,000 square feet that is adjacent to and connected with Century Casino Cape Girardeau. We partner with sports betting operators that conduct sports wagering at our Colorado and Missouri locations.
For further discussion of our effective income tax rates and an analysis of our effective income tax rate compared to the US federal statutory income tax rate, see Note 13 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.
For further discussion of our effective income tax rates and an analysis of our effective income tax rate compared to the US federal statutory income tax rate, see Note 12 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report. 37 LIQUIDITY AND CAPITAL RESOURCES Our business is capital intensive, and we rely heavily on the ability of our casinos to generate operating cash flow.
For the year ended December 31, Amounts in thousands 2024 2023 2022 Master Lease $ 51,834 $ 40,739 $ 25,666 Nugget Lease (1) 7,001 6,313 — CDR Land Lease — 1,258 2,088 (1) Represents payments with respect to the 50% interest in the Nugget Lease owned by Marnell through Smooth Bourbon.
For the year ended December 31, Amounts in thousands 2025 2024 Master Lease $ 58,644 $ 51,834 Nugget Lease (1) 7,768 7,001 (1) Represents payments with respect to the 50% interest in the Nugget Lease owned by Marnell through Smooth Bourbon.
To prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, we must make estimates and assumptions that affect the amounts reported in the consolidated financial statements. On an ongoing basis, we evaluate these estimates.
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.
Before a gaming license expires for a particular city, there is a public notification of the available license and any gaming company can apply for a new license for that city. The license for the Hilton Hotel in Warsaw expires in 2025.
These licenses are not renewable. Before a gaming license expires in a particular city, there is a public notification of the available license and any gaming company can apply for a new license for that city. We closed our Hilton Hotel casino in Warsaw in June 2025 after we were notified that we had not received a new license.
In addition, we operate internet and mobile interactive gaming applications in West Virginia with two iGaming partners. The agreements provide for a share of net iGaming revenue. Sports betting was approved by voters in Missouri in November 2024.
The agreement provides for a share of net gaming revenue. In addition, we operate internet and mobile interactive gaming applications in West Virginia with two iGaming partners.
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. 43 Additionally, evaluating the need for, and amount of, a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all the positive and negative evidence available to determine whether all or some portion of deferred tax assets will not be realized.
Additionally, evaluating the need for, and amount of, a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all the positive and negative evidence available to determine whether all or some portion of deferred tax assets will not be realized.
(3) We were notified in October 2024 that we were not awarded casino licenses for these locations. We have not seen a material negative impact on our operations as a result of the war in Ukraine. Although Poland borders Ukraine, our casinos are not located near the border.
We were awarded a second license in Wroclaw in March 2025, and the casino opened in February 2026. We have not seen a material negative impact on our operations as a result of the war in Ukraine. Although Poland borders Ukraine, our casinos are not located near the border.
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.
(4) Related to the impairment of goodwill at the Nugget and Rocky Gap. 30 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.
Valuation Allowance (US) – Income tax (expense) benefit was primarily impacted by the recording of a valuation allowance on our net deferred tax assets related to the United States for the year ended December 31, 2024 and the release of a valuation allowance against deferred tax assets for the year ended December 31, 2022.
Valuation Allowance (2024) – Income tax expense was primarily impacted by the recording of a valuation allowance on our net deferred tax assets related to our operations within the United States for the year ended December 31, 2024. Sports Betting (Colorado - 2024) – In 2024, we mutually agreed to cancel two of our sports betting agreements in Colorado.
Following is a breakout of net operating revenue by reportable segment for the year ended December 31, 2024 compared to the year ended December 31, 2023 and for the year ended December 31, 2023 compared to the year ended December 31, 2022. United States increased by $39.1 million, or 10.3%, and by $112.0 million, or 41.7%, respectively. Canada increased by $0.9 million, or 1.2%, and by $3.9 million, or 5.4%, respectively. Poland decreased by ($14.2) million, or (15.1%), and increased by $3.9 million, or 4.4%, respectively. Corporate and Other remained constant and decreased by ($0.1) million, or (70.4%), respectively.
Following is a breakout of net operating revenue by reportable segment for the year ended December 31, 2025 compared to the year ended December 31, 2024. US East decreased by ($2.1) million, or (1.2%). US Midwest increased by $3.3 million, or 2.0%. US West decreased by ($7.9) million, or (9.1%). Canada decreased by ($0.4) million, or (0.5%). Poland increased by $4.3 million, or 5.3%.
(3) Prior to the Nugget Acquisition, our equity investment in Smooth Bourbon was included in the Corporate Other reporting unit. ‎ 24 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.
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.
During the year ended December 31, 2024, we recognized income tax expense of $27.7 million on pre-tax loss of ($93.4) million, representing an effective income tax rate of (29.6%), compared to an income tax benefit of ($5.3) million on pre-tax loss of ($23.8) million, representing an effective income tax rate of 22.4%, and an income tax benefit of ($7.7) million on pre-tax income of $6.0 million, representing an effective income tax rate of (127.5%) for the years ended December 31, 2023 and 2022, respectively.
During the year ended December 31, 2025, we recognized income tax expense of $2.7 million on pre-tax loss of ($51.1) million, representing an effective income tax rate of (5.4%), compared to an income tax expense of $26.6 million on pre-tax loss of ($119.9) million, representing an effective income tax rate of (22.2%), for the year ended December 31, 2024.
Our primary source of revenue is from the net proceeds of our gaming machines and tables, with ancillary revenue generated from hotel, restaurant, horse racing (including off-track betting), sports betting, iGaming and entertainment facilities that are in most instances a part of the casinos.
Our primary source of revenue is from the net proceeds of our gaming machines and tables, with ancillary revenue generated from hotel, restaurant, horse racing (including off-track betting), sports betting, iGaming and entertainment facilities that are in most instances a part of the casinos. 24 During the fourth quarter of 2025, due to changes in expected long-term future economic characteristics, we determined that the aggregation of operating segments within the United States reportable segment was no longer appropriate.
We estimate that approximately $58.4 million of our total $98.8 million in cash and cash equivalents at December 31, 2024 is held by our foreign subsidiaries, of which $21.6 million is held by our Canadian subsidiaries and $31.0 million is held by our Austrian subsidiary.
We estimate that approximately $36.7 million of our total $68.9 million in cash and cash equivalents at December 31, 2025 is held by our foreign subsidiaries, of which $21.4 million, including $8.8 million in casino cash, is held by our Canadian subsidiaries and $3.7 million, including $3.4 million in casino cash, is held by our Poland subsidiary, and the remaining $11.5 million is held by our foreign corporate subsidiaries.
The cash and cash equivalents held by our foreign subsidiaries are not available to fund US operations unless repatriated. We expect to incur withholding tax on future repatriation of current earnings in certain non-US subsidiaries.
The cash and cash equivalents held by our foreign subsidiaries are not available to fund US operations unless repatriated.
For the definition and reconciliation of Net Debt to the most directly comparable US GAAP measure, see “Non-GAAP Measures Definitions and Calculations – Net Debt” above in this Item 7. ‎ 40 The following table lists the 2025 maturities of our debt: Amounts in thousands Goldman Term Loan (1) CPL Credit Facility UniCredit Term Loan Total $ 3,500 $ 1,339 $ 1,387 $ 6,226 (1) The Goldman Term Loan requires scheduled quarterly payments of $875,000, equal to 0.25% of the original aggregate principal amount of the Term Loan, with the balance due at maturity.
The following table lists the 2026 maturities of our debt: Amounts in thousands Goldman Term Loan (1) CPL Credit Agreement (2) CPL Credit Facility (3) Total $ 3,500 $ 278 $ 3,780 $ 7,558 (1) The Goldman Term Loan requires scheduled quarterly payments of $875,000, equal to 0.25% of the original aggregate principal amount of the Term Loan, with the balance due at maturity.
The goodwill at the Nugget was impaired during 2024. As a result of the impairment, we recorded $43.7 million to impairment – goodwill for the year ended December 31, 2024.
As a result of the impairments, we recorded $70.2 million to impairment – goodwill for the year ended December 31, 2024. On July 30, 2024, we announced we were replacing the management team at the Nugget.
We view each casino or other operation within those markets as a reporting unit. The reporting units, except for Century Downs Racetrack and Casino and Casinos Poland, are owned, operated and managed through wholly-owned subsidiaries. Our ownership and operation of Century Downs Racetrack and Casino and Casinos Poland are discussed below.
The reporting units, except for Century Downs Racetrack and Casino and Casinos Poland, are owned, operated and managed through wholly-owned subsidiaries. Our ownership and operation of Century Downs Racetrack and Casino and Casinos Poland are discussed below. The table below provides information about the aggregation of our operating segments and reporting units into reportable segments as of December 31, 2025.
Additional approvals are needed before the project begins and we anticipate construction could take approximately one year if the project is approved. An increase in competitors to the Edmonton market and near our Century Mile property could lead to a decrease in visitors at our casinos and have a negative impact on our results of operations in Canada.
An increase in competitors to the Edmonton market and near our Century Mile property could lead to a decrease in visitors at our casinos and have a negative impact on our results of operations in Canada. In June 2025, Alberta’s Bill 48 regulating iGaming in Alberta passed.
Comparability Impacts Items impacting year-over-year comparability of the results include the following: Impairment of Goodwill (US) – We impaired goodwill at the Nugget based on updated assumptions of future operating results due to revised future performance expectations based on estimated future market conditions and analysis of the property’s sustained decrease in performance since its acquisition.
During the annual forecast process that began in mid-fourth quarter 2024, the new management team revised the future operating results assumptions due to revised future performance expectations based on estimated future market conditions and analysis of the property’s sustained decrease in performance since its acquisition. As a result, we fully impaired goodwill at the Nugget based on these updated assumptions.
Pari-mutuel expenses relate to pari-mutuel revenue and the operation of our racetracks. Other Other revenue and other expenses include gift shops, entertainment, golf and spa. Other revenue also includes revenue from ATM and credit card commissions. ‎ 28 Non-GAAP Measures Definitions and Calculations Adjusted EBITDAR Adjusted EBITDAR is used outside of our financial statements as a valuation metric.
Other Pari-Mutuel Pari-mutuel revenue includes live racing, export, advanced deposit wagering and off-track betting. Pari-mutuel expenses relate to pari-mutuel revenue and the operation of our racetracks. ‎ 28 Other Other revenue and other expenses include gift shops, entertainment, golf and spa. Other revenue also includes revenue from ATM and credit card commissions.
For the year ended December 31, 2024 Amounts in thousands United States Canada Poland Corporate and Other Total Net (loss) earnings attributable to Century Casinos, Inc. shareholders $ (76,422) $ 3,390 $ (1,909) $ (53,229) $ (128,170) Interest expense (income), net (1) 47,566 12,544 (41) 40,654 100,723 Income tax expense (benefit) 28,016 1,010 (237) (1,116) 27,673 Depreciation and amortization 43,254 4,368 1,811 162 49,595 Net earnings (loss) attributable to non-controlling interests 7,097 943 (955) — 7,085 Non-cash stock-based compensation — — — 66 66 Loss (gain) on foreign currency transactions, cost recovery income and other (2) 24 (2,057) (584) (356) (2,973) Impairment - goodwill (3) 43,716 — — — 43,716 Loss (gain) on disposition of fixed assets 540 (36) 953 — 1,457 Acquisition costs — — — (19) (19) Pre-opening and termination expenses — — 3,525 — 3,525 Adjusted EBITDAR $ 93,791 $ 20,162 $ 2,563 $ (13,838) $ 102,678 (1) See “Non-Operating Income (Expense) – Interest” below for a breakdown of interest expense (income), net and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.
For the year ended December 31, 2024 Amounts in thousands US ‎ East US ‎ Midwest US ‎ West Canada Poland Other (1) Total Net (loss) earnings attributable to Century Casinos, Inc. shareholders $ (47,106) $ 6,542 $ (61,289) $ 3,390 $ (1,909) $ (53,229) $ (153,601) Interest income — (167) (1) (1,163) (80) (1,233) (2,644) Interest expense (2) 25,575 22,159 — 13,707 39 41,887 103,367 Income tax expense (benefit) 5,748 14,197 7,029 1,010 (237) (1,116) 26,631 Depreciation and amortization 15,929 14,172 13,153 4,368 1,811 162 49,595 Net earnings (loss) attributable to non-controlling interests — — 7,097 943 (955) — 7,085 Non-cash stock-based compensation — — — — — 66 66 Loss (gain) on foreign currency transactions, cost recovery income and other (3) — 24 — (2,057) (584) (356) (2,973) Impairment - goodwill (4) 26,473 — 43,716 — — — 70,189 Loss (gain) on disposition of fixed assets 409 135 (4) (36) 953 — 1,457 Acquisition costs — — — — — (19) (19) Pre-opening and termination expenses — — — — 3,525 — 3,525 Adjusted EBITDAR $ 27,028 $ 57,062 $ 9,701 $ 20,162 $ 2,563 $ (13,838) $ 102,678 (1) Represents additional business activities including certain other corporate and management operations that are not included in our reportable segments.
Management continues to consider historical foreign earnings in Canada, as well as accumulated earnings in other jurisdictions, indefinitely reinvested outside of the US. Business Combinations – In accordance with ASC 805, “ Business Combinations ” (“ASC 805”), the Nugget Acquisition and Rocky Gap Acquisition were recorded using the acquisition method of accounting.
Management continues to consider historical foreign earnings in Canada, as well as accumulated earnings in other jurisdictions, indefinitely reinvested outside of the US.
As of December 31, 2024, the Consolidated First Lien Net Leverage Ratio exceeded 5.50 to 1.00, but we had no outstanding revolving loans, swingline loans or letters of credit under the Revolving Facility.
We had no outstanding revolving loans, swingline loans, or letters of credit as of December 31, 2025, and therefore the Consolidated First Lien Net Leverage Ratio requirement did not apply. As of December 31, 2025, we had $30.0 million available on our Revolving Facility.
Further, based on management’s assessment of available positive and negative evidence to estimate whether sufficient taxable income will be generated to permit use of existing deferred tax assets in the United States, as of December 31, 2024, a valuation allowance of $49.3 million has been recorded to recognize the portion of US deferred tax assets more likely than not to be realized.
Further, a valuation allowance of $70.4 million and $55.7 million as of December 31, 2025 and 2024, respectively, has been recorded to recognize the portion of US deferred tax assets more likely than not to be realized.
Shareholders Basic $ (4.19) $ (0.93) $ 0.27 $ (3.26) (350.5%) $ (1.20) (444.4%) Diluted $ (4.19) $ (0.93) $ 0.25 $ (3.26) (350.5%) $ (1.18) (472.0%) (1) For a discussion of Adjusted EBITDAR and reconciliation of Adjusted EBITDAR to net (loss) earnings attributable to Century Casinos, Inc. shareholders, see “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” below in this Item 7.
A reconciliation of Adjusted EBITDAR to net loss attributable to Century Casinos, Inc. shareholders for this reportable segment can be found in the “Non-GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above in this Item 7.
Following is a breakout of operating costs and expenses by reportable segment for the year ended December 31, 2024 compared to the year ended December 31, 2023 and for the year ended December 31, 2023 compared to the year ended December 31, 2022. United States increased by $96.8 million, or 30.6%, and by $108.9 million, or 52.4%, respectively. Canada increased by $0.1 million, or 0.2%, and by $0.3 million, or 0.4%, respectively. Poland decreased by ($4.9) million, or (5.6%), and increased by $7.6 million, or 9.4%, respectively. Corporate and Other decreased by ($7.7) million, or (35.3%), and increased by $4.4 million, or 25.1%, respectively.
Operating costs and expenses decreased by ($76.4) million, or (12.8%), for the year ended December 31, 2025 compared to the year ended December 31, 2024. Following is a breakout of operating costs and expenses by reportable segment for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Operating expenses in the Midwest operating segment increased due to increased payroll, marketing and gaming-related costs, primarily at the Cape Girardeau location due to the opening of The Riverview and at the Caruthersville location due to the opening of the new land-based casino.
Operating costs and expenses in the Midwest operating segment increased due to increased payroll and gaming-related expenses at the Missouri locations due to opening our new hotels and the new Caruthersville casino in 2024, partially offset by decreased payroll at the Colorado locations due to the closure of table games.
Net earnings decreased by ($100.0) million, or (354.5%), and by ($36.2) million, or (453.5%), for the year ended December 31, 2024 compared to the year ended December 31, 2023 and for the year ended December 31, 2023 compared to the year ended December 31, 2022, respectively.
Summary of Changes by Reportable Segment Net operating revenue decreased by ($2.9) million, or (0.5%), for the year ended December 31, 2025 compared to the year ended December 31, 2024.
We aggregate all operating segments into three reportable segments based on the geographical locations in which our casinos operate: United States, Canada and Poland. We have additional business activities including certain other corporate and management operations that we report as Corporate and Other. In the United States, we view our operating segments as East, Midwest and West.
As a result, we reorganized our reportable segments to provide greater specificity within the United States. We aggregate all operating segments into five reportable segments based on the geographical locations in which our casinos operate: US East, US Midwest, US West, Canada and Poland. We view each casino or other operation within those markets as a reporting unit.
Cash Flows – Summary Our cash flows; cash, cash equivalents and restricted cash; and working capital consisted of the following: For the year ended December 31, Amounts in thousands 2024 2023 2022 Net cash (used in) provided by operating activities $ (3,299) $ 24,055 $ 37,397 Net cash used in investing activities (60,888) (206,997) (103,140) Net cash (used in) provided by financing activities (4,376) 149,857 161,162 As of December 31, Amounts in thousands 2024 2023 2022 Cash, cash equivalents and restricted cash (1) $ 99,013 $ 171,590 $ 202,131 Working capital (2) $ 49,505 $ 113,398 $ 162,606 (1) Cash, cash equivalents and restricted cash as of December 31, 2022 included $100.2 million related to the Acquisition Escrow.
Cash Flows – Summary Our cash flows; cash, cash equivalents and restricted cash; and working capital consisted of the following: For the year ended December 31, Amounts in thousands 2025 2024 Net cash provided by (used in) operating activities $ 6,688 $ (3,299) Net cash used in investing activities (22,256) (60,888) Net cash used in financing activities (15,371) (4,376) As of December 31, Amounts in thousands 2025 2024 Cash, cash equivalents and restricted cash (1) $ 69,218 $ 99,013 Working capital (2) $ 24,292 $ 49,505 (1) Cash, cash equivalents and restricted cash as of December 31, 2024 included $2.7 million previously funded by VICI PropCo that had not been spent on our Caruthersville project as of such date.
For information about the impairment, see Note 5 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report. As of December 31, 2024, the estimated fair value of our Rocky Gap reporting unit exceeded its carrying value by 16%.
The impairments resulted in a $70.2 million impairment of goodwill for the year ended December 31, 2024. For information about the impairments, see Note 4 to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report. 41 Our indefinite-lived intangible assets are not amortized.
Unless otherwise indicated, explanations below are provided based on CAD results. Gaming and food and beverage revenue increased at all of our Canada locations except Century Downs, which had decreased food and beverage revenue due to a 2023 event that did not recur in 2024.
Unless otherwise indicated, explanations below are provided based on CAD results. Net operating revenue increased due to increased gaming revenue at our St. Albert and Century Downs properties, increased pari-mutuel revenue at both of our racetracks and increased food and beverage revenue at our St. Albert property, offset by decreased gaming revenue at our Edmonton and Century Mile properties.
As a result, the deferred rent will be paid over a six month period beginning in December 2025. Estimated cash payments to the non-controlling partners under the lease between Smooth Bourbon and the Nugget for 2025 are estimated to be $7.7 million.
Cash payments due under the Master Lease for 2026 are estimated to be $67.3 million, which includes a CPI increase and deferred rent on the Caruthersville project that will be repaid through May 2026. Estimated cash payments to the non-controlling partners under the lease between Smooth Bourbon and the Nugget for 2026 are estimated to be $7.9 million.
Other Projects and Developments As detailed further in Item 1, “Business – 2024 Business Developments”, we completed our construction projects in Caruthersville and Cape Girardeau. Additional Gaming Projects We periodically explore additional potential gaming projects and acquisition opportunities.
Other Projects and Developments As detailed further in Item 1, “2025 Business Developments”, on December 1, 2025 through a partnership with BetMGM we began operating a sports book at Cape Girardeau and an online and mobile sports betting application under our license in Missouri. Additional Gaming Projects We periodically explore additional potential gaming projects and acquisition opportunities.
East – Increased net operating revenue and operating costs and expenses were due to the acquisition of Rocky Gap. Net operating revenue from Mountaineer decreased due to decreased gaming revenue offset by increased hotel and pari-mutuel revenue.
Decreased net operating revenue was due to increased promotional allowances at both properties and decreased gaming revenue at our Mountaineer property, offset by increased gaming revenue and increased hotel revenue due to increases in room rates at our Rocky Gap property and increased pari-mutuel revenue at our Mountaineer property.
Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our consolidated financial statements.
Due to management’s anticipation of repatriating certain current earnings from its foreign subsidiaries, we recorded a deferred tax liability of $4.2 million for the foreign withholding tax required on a potential cash dividend to the US related to earnings from the sale and leaseback of our Canadian properties in 2023, as well as current earnings from foreign subsidiaries. 40 Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our consolidated financial statements.
We believe Missouri sports betting will begin in late 2025, and we plan to partner with sports betting operators to conduct sports betting at our Missouri casinos. As stated above, our sports betting agreements in Colorado with Circa and Tipico ended in May 2024 and July 2024, respectively.
As stated above in “Comparability Impacts”, our sports betting agreements in Colorado with Circa and Tipico ended in May 2024 and July 2024, respectively. The Cripple Creek and Central City casinos in Colorado stopped offering table gaming in January 2025.
Results in US dollars were impacted by (1.5%) and (3.7%) decreases in the average exchange rate between the US dollar and Canadian dollar for the year ended December 31, 2024 compared to the year ended December 31, 2023, and the year ended December 31, 2023 compared to the year ended December 31, 2022, respectively.
We plan to offer retail sports betting at our locations in Alberta through either a licensed third-party provider or the AGLC. Results in US dollars were impacted by a (2.1%) decrease in the average exchange rate between the US dollar and Canadian dollar for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Following is a breakout of earnings from operations by reportable segment for the year ended December 31, 2024 compared to the year ended December 31, 2023 and for the year ended December 31, 2023 compared to the year ended December 31, 2022. United States decreased by ($57.7) million, or (90.2%), and increased by $3.1 million, or 5.1%, respectively. Canada increased by $0.8 million, or 5.0%, and by $3.6 million, or 31.5%, respectively. Poland decreased by ($9.3) million, or (167.1%), and by ($3.7) million, or (39.7%), respectively. Corporate and Other increased by $6.5 million, or 31.7%, and decreased by ($6.6) million, or (47.6%), respectively.
Earnings from operations increased by $73.4 million, or 331.4%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. Following is a breakout of earnings from operations by reportable segment for the year ended December 31, 2025 compared to the year ended December 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeDuring the years ended December 31, 2024, 2023 and 2022, the change in the relative value of the US dollar against all foreign currencies in which our foreign subsidiaries operate resulted in a $2.4 million increase, ($3.8) million decrease, and $9.7 million increase, respectively, in accumulated other comprehensive loss within shareholders equity. 44 We translate revenue and expenses at each period’s average exchange rate on our consolidated statements of (loss) earnings and the gains and losses from translation are included in the results of operations as incurred.
Biggest changeDuring the years ended December 31, 2025 and 2024, the change in the relative value of the US dollar against all foreign currencies in which our foreign subsidiaries operate resulted in a ($1.3) million decrease and $2.4 million increase, respectively, in accumulated other comprehensive loss within shareholders equity.
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.
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 42 translated into US dollars.
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, 2024.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Our earnings, cash flows and financial position are exposed to market risks relating to fluctuations in interest rates and foreign currency exchange rates. All of the potential changes noted below are based on information available at December 31, 2025.
For the year ended December 31, 2024, a 10% depreciation in the value of the US dollar relative to the Canadian dollar and the Polish zloty would have resulted in an increase in earnings from operations of $1.3 million. As of December 31, 2024, our debt is primarily held in US dollars. Item 8. Financial Statements and Supplementary Data.
For the year ended December 31, 2025, a 10% depreciation in the value of the US dollar relative to the Canadian dollar and the Polish zloty would have resulted in an increase in earnings from operations of $1.6 million. As of December 31, 2025, our debt is primarily held in US dollars. Item 8. Financial Statements and Supplementary Data.
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 2024, earnings from operations were $4.3 million.
The timing of the changes in the relative value of the US dollar combined with the operations that are impacted by that change can affect the magnitude of the impact that fluctuations in foreign exchange rates have on our earnings from operations. In 2025, earnings from operations were $51.3 million.
The majority of our $339.6 million face value of debt outstanding as of December 31, 2024 is variable-rate debt. Each one percentage point change associated with the variable rate debt would result in a $3.4 million change to our annual cash interest expenses.
The majority of our $337.7 million face value of debt outstanding as of December 31, 2025 is variable-rate debt. Each one percentage point change associated with the variable rate debt would result in a $3.4 million change to our annual cash interest expenses.
Added
We translate revenue and expenses at each period’s average exchange rate on our consolidated statements of loss and the gains and losses from translation are included in the results of operations as incurred.

Other CNTY 10-K year-over-year comparisons