Century Casinos Restates 2024 Financials, Cites $26.5M Goodwill Impairment

TL;DR

**CNTY's restatement and $26.5 million goodwill impairment on Rocky Gap screams internal control failure, making the stock a risky bet until they fix their accounting.**

AI Summary

CENTURY CASINOS INC (CNTY) filed a 10-K/A on November 14, 2025, to restate its previously issued audited consolidated financial statements for the fiscal year ended December 31, 2024. The restatement corrects a material error in the calculation of the carrying value of invested capital for the Rocky Gap reporting unit, resulting in a $26.5 million goodwill impairment. This adjustment led management to conclude that disclosure controls and procedures, as well as internal control over financial reporting, were not effective as of December 31, 2024, due to inadequate controls over impairment testing inputs. Despite the material weakness, management asserts the restated financial statements fairly present the company's financial position. The company also concurrently filed amendments to its Q1 and Q2 2025 10-Q reports. No incentive-based compensation recovery was required as the restatement did not impact relevant financial reporting measures. CNTY also highlighted business developments, including the November 1, 2024 opening of a new $51.9 million land-based casino and 38-room hotel in Caruthersville, Missouri, funded by VICI PropCo.

Why It Matters

This restatement signals significant internal control deficiencies at Century Casinos, particularly concerning the valuation of its Rocky Gap unit, which led to a $26.5 million goodwill impairment. For investors, this raises concerns about the reliability of past financial reporting and future earnings stability, potentially impacting investor confidence and stock valuation. Competitively, such control weaknesses can hinder strategic decision-making and resource allocation compared to more robustly managed peers in the gaming sector. Employees and customers might see this as a governance issue, though direct operational impact is less likely. The broader market will scrutinize how quickly CNTY remediates these control weaknesses.

Risk Assessment

Risk Level: high — The risk level is high due to the identified material weakness in internal control over financial reporting as of December 31, 2024, specifically regarding the inadequate design and maintenance of controls for impairment testing inputs. This led to a material error requiring a restatement of a $26.5 million goodwill impairment for the Rocky Gap reporting unit, indicating a significant flaw in financial reporting reliability.

Analyst Insight

Investors should exercise extreme caution and consider delaying any investment decisions until Century Casinos demonstrates clear remediation of its internal control weaknesses. Monitor subsequent filings for evidence of improved controls and a stable financial reporting environment, as the current situation suggests potential for further financial surprises.

Key Numbers

• $26.5 million — Goodwill Impairment (Correction to Rocky Gap reporting unit valuation)
• $72,459,211 — Market Value of Non-Affiliate Common Equity (As of June 28, 2024, based on $2.77 closing price)
• 30,682,603 — Shares of Common Stock Outstanding (As of March 7, 2025)
• $51.9 million — Caruthersville Casino Project Cost (Funded by VICI PropCo)
• 38 — Hotel Rooms (In the new Caruthersville land-based casino and hotel)
• 66.6% — Ownership Interest (In Casinos Poland, Ltd.)

Key Players & Entities

• CENTURY CASINOS INC /CO/ (company) — Registrant
• SEC (regulator) — Securities and Exchange Commission
• Audit Committee (company) — Board of Directors committee
• Rocky Gap (company) — Reporting unit with goodwill impairment
• VICI Properties Inc. (company) — Landlord and financier for Caruthersville project
• Caruthersville, Missouri (company) — Location of new land-based casino and hotel
• Nasdaq Capital Market, Inc. (regulator) — Exchange where CNTY Common Stock is registered
• Goldman (company) — Party to credit agreement
• Casinos Poland, Ltd. (company) — Majority-owned subsidiary

FAQ

Risk Factors

• Material Weakness in Internal Controls [high — financial]: The company restated its 2024 financial statements due to a material error in calculating invested capital for the Rocky Gap reporting unit, leading to a $26.5 million goodwill impairment. This resulted in a material weakness in internal control over financial reporting, specifically related to impairment testing inputs, impacting the effectiveness of disclosure controls and procedures as of December 31, 2024.
• Dependence on Key Markets and Properties [medium — operational]: The company operates casinos primarily in the United States, Canada, and Poland. Significant revenue is derived from specific properties like the newly opened Caruthersville, Missouri casino and the Rocky Gap Casino Resort. Any adverse changes in the economic conditions, regulatory environment, or operational performance of these key markets or properties could materially impact the company's financial results.
• Gaming Licenses and Regulatory Compliance [high — regulatory]: The company's operations are subject to extensive regulation by gaming authorities in each jurisdiction where it operates. Maintaining gaming licenses is critical, and any failure to comply with regulations, or changes in licensing requirements, could result in fines, suspension of operations, or loss of licenses, impacting revenue and profitability.
• Debt Obligations and Refinancing Risk [medium — financial]: The company has outstanding debt obligations, including those related to its credit agreement with Goldman and its Master Lease with VICI PropCo. The ability to repay debt and other obligations is crucial. Any inability to meet these obligations or refinance debt on favorable terms could lead to financial distress.
• Competition in the Gaming Industry [medium — market]: The casino entertainment industry is highly competitive, with numerous established operators and potential new entrants. Competition can affect market share, pricing power, and profitability. The company faces competition in all its operating regions, including from larger, more established players.
• Integration of Acquisitions [medium — operational]: The company has a history of acquisitions, including the recent acquisition of operations of the Nugget Casino Resort and Rocky Gap Casino. Successfully integrating these acquired businesses, realizing expected synergies, and managing any associated operational challenges are critical for future performance.

Industry Context

The casino entertainment industry is characterized by significant capital investment, intense competition, and stringent regulatory oversight. Companies in this sector often operate in geographically diverse markets, seeking growth through new developments, acquisitions, and reinvestment in existing properties. Trends include the integration of technology, evolving customer preferences, and the impact of economic conditions on discretionary spending.

Regulatory Implications

Century Casinos operates under the strict purview of gaming authorities in the US, Canada, and Poland. The recent restatement and identification of a material weakness in internal controls could attract increased scrutiny from regulators. Maintaining gaming licenses and adhering to all compliance requirements are paramount to continued operations and avoiding penalties.

What Investors Should Do

1. Monitor the remediation of identified material weaknesses in internal controls.
2. Evaluate the financial impact and integration success of recent acquisitions and developments.
3. Assess the company's ability to manage its debt obligations and lease agreements.
4. Analyze competitive positioning and market performance in key operating regions.

Key Dates

• 2024-12-31: Fiscal Year End — Date as of which financial statements were restated due to material error in goodwill impairment calculation.
• 2024-11-14: 10-K/A Filing — Century Casinos filed an amended 10-K to restate its 2024 financial statements, disclosing a $26.5 million goodwill impairment and material weakness in internal controls.
• 2024-11-01: Caruthersville Casino Opening — Opened a new $51.9 million land-based casino and 38-room hotel in Caruthersville, Missouri, funded by VICI PropCo, representing a new development and potential revenue stream.
• 2023: Acquisition of Nugget and Rocky Gap Operations — Acquired operations of the Nugget Casino Resort and Rocky Gap Casino, expanding the company's US portfolio and leading to the goodwill impairment identified in the 10-K/A.
• 2019-12: 2019 Acquisition — Added three properties in Missouri and West Virginia, entering into a Master Lease agreement with VICI PropCo, which is a significant part of the company's US operations.
• 1992: Company Founding — Foundation of Century Casinos, Inc., marking the beginning of its journey in the casino entertainment industry.

Glossary

10-K/A

An amended annual report filed with the U.S. Securities and Exchange Commission (SEC) to correct or supplement information previously filed in a Form 10-K. (This filing is an amendment to the original 10-K, used to restate financial statements and disclose material weaknesses.)

Goodwill Impairment

A reduction in the carrying value of goodwill on a company's balance sheet when its fair value is determined to be less than its carrying amount. Goodwill arises from acquisitions. (A $26.5 million goodwill impairment was recognized for the Rocky Gap reporting unit, indicating a significant decline in its value.)

Material Weakness

A deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. (The company identified a material weakness in its internal controls related to impairment testing inputs, leading to the restatement.)

Reporting Unit

A component of a company's business for which discrete financial information is available and regularly reviewed by segment management. Used in goodwill impairment testing. (The goodwill impairment specifically related to the Rocky Gap reporting unit.)

VICI PropCo

Subsidiaries of VICI Properties Inc., a real estate investment trust that owns properties leased to gaming operators. (VICI PropCo funded the new Caruthersville, Missouri casino project and is a party to the Master Lease agreement for other company properties.)

RECs

Racing and Entertainment Centers. (The company developed two RECs in Alberta, Canada, between 2015 and 2019.)

Year-Over-Year Comparison

This 10-K/A filing represents a significant event compared to previous filings due to the restatement of financial statements for the fiscal year ended December 31, 2024. The primary difference is the recognition of a $26.5 million goodwill impairment and the disclosure of a material weakness in internal controls over financial reporting, stemming from issues with impairment testing inputs. While the original 10-K would have presented the initial financial figures, this amended filing corrects those and highlights the control deficiencies, impacting investor confidence in the accuracy of past reporting.

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 Per Share Par Value CNTY Nasdaq Cap
• $2.77 — , 2024, based upon the closing price of $2.77 for the Common Stock on the Nasdaq Capi
• $26.5 million — esulted in an impairment of goodwill of $26.5 million for this reporting unit. Accordingly, i
• $51.9 million — er 2024. The project cost approximately $51.9 million and was funded through financing provid
• $30.5 million — ch 2024. The project cost approximately $30.5 million. We financed the project with cash on h
• $1.1 million — ion agreement, we received a payment of $1.1 million that included sports betting revenue ow
• $0.7 million — 2024 to May 2024 and a breakage fee of $0.7 million. Tipico Group Ltd. ("Tipico") exited th
• $1.6 million — ion agreement, we received a payment of $1.6 million that included sports betting revenue ow
• $1.0 million — 2023 to June 2024 and a breakage fee of $1.0 million. The breakage fees were recorded as oth
• $1.7 million — atement of (loss) earnings resulting in $1.7 million in other revenue for the year ended Dec
• $1.8 million — ents, revenue from these agreements was $1.8 million per year in our United States segment.

Filing Documents

• cnty-20241231x10ka.htm (10-K/A) — 10943KB
• cnty-20241231xex23.htm (EX-23) — 3KB
• cnty-20241231xex31_1.htm (EX-31.1) — 16KB
• cnty-20241231xex31_2.htm (EX-31.2) — 12KB
• cnty-20241231xex31_3.htm (EX-31.3) — 11KB
• cnty-20241231xex32_1.htm (EX-32.1) — 8KB
• cnty-20241231xex32_2.htm (EX-32.2) — 8KB
• cnty-20241231xex32_3.htm (EX-32.3) — 8KB
• cnty-20241231x10kag001.jpg (GRAPHIC) — 63KB
• 0000911147-25-000056.txt ( ) — 39934KB
• cnty-20241231.xsd (EX-101.SCH) — 121KB
• cnty-20241231_cal.xml (EX-101.CAL) — 149KB
• cnty-20241231_def.xml (EX-101.DEF) — 572KB
• cnty-20241231_lab.xml (EX-101.LAB) — 857KB
• cnty-20241231_pre.xml (EX-101.PRE) — 952KB
• cnty-20241231x10ka_htm.xml (XML) — 10966KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 27 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 48 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 49 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 49 Item 9A.

Controls and Procedures

Controls and Procedures. 49 Item 9B. Other Information. 53 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 53 Part III Item 10. Directors, Executive Officers and Corporate Governance. 53 Item 11.

Executive Compensation

Executive Compensation. 53 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 54 Item 13. Certain Relationships and Related Transactions, and Director Independence. 54 Item 14. Principal Accounting Fees and Services. 54 Part IV Item 15. Exhibits and Financial Statement Schedules. 55 Item 16. Form 10-K Summary. 58

Signatures

Signatures 59 2 EXPLANATORY NOTE Century Casinos, Inc. (the "Company," "we," "our," or "us") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was originally filed with the US Securities and Exchange Commission (the "SEC") on March 13, 2025 (the "Original Form 10-K"). The purpose of this Amendment is to restate our previously issued audited consolidated financial statements and related financial information in the Original Form 10-K. This Amendment also restates our previous conclusion and disclosure with respect to the effectiveness of our disclosure controls and procedures and our internal control over financial reporting. Restatement Background As disclosed in Form 8-K filed on November 10, 2025, on November 6, 2025, the Audit Committee of our Board of Directors concluded that our previously issued audited consolidated financial statements as of and for the year ended December 31, 2024 contained in the Original Form 10-K (the "Previously Issued Financial Statements") contained a material error and should be restated. This determination occurred after meeting with our Chief Financial Officer and other members of management and members of our Board of Directors. This Amendment is being filed to restate certain disclosures and our consolidated financial statements to reflect the correction of the calculation of the carrying value of invested capital used in the valuation of our Rocky Gap reporting unit that resulted in an impairment of goodwill of $26.5 million for this reporting unit. Accordingly, investors and all other persons should no longer rely upon the Previously Issued Financial Statements included in the Original Form 10-K. In addition, any previously issued or filed earnings releases, investor presentations or other communications describing the Previously Issued Financial Statements and other related financial information covering these p

, Item 1A, Risk Factors

Part I, Item 1A, Risk Factors

, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations

Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations

, Item 8, Financial Statements and Supplementary Data

Part II, Item 8, Financial Statements and Supplementary Data

, Item 9A, Controls and Procedures

Part II, Item 9A, Controls and Procedures

, Item 15, Exhibits and Financial Statement Schedules

Part IV, Item 15, Exhibits and Financial Statement Schedules In addition, as required by Rule 12b-15 of the Exchange Act, new certifications by our principal executive officers and principal financial officer are filed herewith as exhibits to this Form 10-K/A pursuant to Rule 13a-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code. Investors should rely only on the financial information and other disclosures regarding the restated period in this Form 10-K/A or in future filings with the SEC (as applicable), and not on any previously issued or filed reports, earnings releases or similar communications relating to this period. See Note 2 to the consolidated financial statements, included in Part II, Item 8 of this Form 10-K/A, for additional information on the restatement and its related consolidated financial statement effects. Except as described above, this Amendment does not amend, update or change any other disclosures in the Original Form 10-K. In addition, the information contained in this Amendment does not reflect events occurring after the Original Form 10-K and does not modify or update the disclosures therein, except to reflect the effects of the restatement. This Amendment should be read in conjunction with our other filings with the SEC. 4 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This Annual Report on Form 10-K and certain information incorporated herein by reference contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and the Private Securities Litigation Reform Act of 1995 and, as such, may involve risks and uncertainties. Such forward-looking statements include, but are not limited to, statements regarding projects in development and other opportunities, including our recently opened Caruthersville, Missouri land-

Business

Item 1. Business . As used in this report, the terms "Company," "we," "our," or "us" refer to Century Casinos, Inc. and its consolidated subsidiaries, taken as a whole, unless the context otherwise requires. This report includes amounts translated into US dollars from certain foreign currencies. For a description of the currency conversion methodology and exchange rates used for certain transactions, see Note 2 to the Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this report. The following information should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Part II, Item 8, "Financial Statements and Supplementary Data" of this report . Overview Century Casinos, Inc., a Delaware corporation founded in 1992, is a casino entertainment company that develops and operates gaming establishments as well as related lodging, restaurant, horse racing (including off-track betting) and entertainment facilities primarily in North America. Our main goal is to grow our business by actively pursuing the development or acquisition of new gaming opportunities and growing and reinvesting in our existing operations. We began operating casinos in 1996 with the acquisition of our casino in Cripple Creek, Colorado. In 2006, we opened casinos in Central City, Colorado and Alberta, Canada. In 2007, we purchased a 33.3% ownership interest in Casinos Poland, Ltd. ("CPL"), the owner and operator of casinos throughout Poland, and in 2013 we purchased an additional 33.3% ownership interest in CPL, resulting in a majority 66.6% ownership interest. Between 2015 and 2019, we acquired an additional casino and developed two racing and entertainment centers ("RECs") in Alberta, Canada. In December 2019, we added three properties to our United States ("US") portfolio, two in Missouri and one in West Virginia (the "2019 Acquisition"). In connection with this acquisition, we entered in

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