Century Casinos Inc: Form 10-Q for the period ended Jun 30, 2026

Forward-Looking Statements, Business Environment and Risk Factors

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. In addition, Century Casinos, Inc. (together with its subsidiaries, the “Company”) may make other written and oral communications from time to time that contain such statements. Forward-looking statements include statements regarding projects in development and other opportunities, our strategic review process, our credit agreement with Goldman and obligations under our Master Lease and our ability to repay our debt and other obligations, outcomes of legal proceedings, changes in our tax provisions or exposure to additional income tax liabilities or impairments and plans for our casinos and our Company including estimates, forecasts and expectations regarding 2026 and later results, and any other statements that are not purely historical. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. These statements are based on the beliefs and assumptions of the management of the Company based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025. We caution the reader to carefully consider such factors. Furthermore, such forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

References in this item to “we,” “our,” or “us” are to the Company and its subsidiaries on a consolidated basis unless the context otherwise requires. The term “USD” refers to US dollars, the term “CAD” refers to Canadian dollars, and the term “PLN” refers to Polish zloty. Certain terms used in this Item 2 without definition are defined in Item 1. Amounts presented in this Item 2 are rounded. As such, rounding differences could occur in period over period changes and percentages reported throughout this Item 2.

EXECUTIVE OVERVIEW

Overview

Since our inception in 1992, we have been primarily engaged in developing and operating gaming establishments and related lodging, restaurant and entertainment facilities. Our primary source of revenue is from the net proceeds of our gaming machines and tables, with ancillary revenue generated from hotel, restaurant, horse racing (including off-track betting), sports betting, iGaming and entertainment facilities that are in most instances a part of the casinos.

We view each region in which we operate as a separate operating segment and each casino or other operation within those markets as a reporting unit. During the fourth quarter of 2025, due to changes in expected long-term future economic characteristics, we determined that the aggregation of operating segments within the United States reportable segment was no longer appropriate. As a result, we reorganized our reportable segments to provide greater specificity within the United States. We aggregate all operating segments into five reportable segments based on the geographical locations in which our casinos operate: US East, US Midwest, US West, Canada and Poland. We have additional business activities including certain other corporate and management operations that are not included in our reportable segments that we present for reconciliation purposes.

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

(1) The real estate assets, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, are owned by VICI PropCo and leased to us under the Master Lease.

We have controlling financial interests through our subsidiary CRM in the following reporting units:

We have a 75% ownership interest in CDR, and we consolidate CDR as a majority-owned subsidiary for which we have a controlling financial interest. We account for and report the remaining 25% ownership interest in CDR as a non-controlling financial interest. CDR operates Century Downs Racetrack and Casino, a REC in Balzac, a north metropolitan area of Calgary, Alberta, Canada. CDR is the only horse racetrack in the Calgary area and is located less than one mile north of the city limits of Calgary and seven miles from the Calgary International Airport.

We have a 66.6% ownership interest in CPL and we consolidate CPL as a majority-owned subsidiary for which we have a controlling financial interest. Polish Airports owns the remaining 33.3% of CPL. We account for and report the 33.3% Polish Airports ownership interest as a non-controlling financial interest. CPL has been in operation since 1989. As of June 30, 2026, CPL had casino licenses for and operated six casinos throughout Poland. We closed the Hilton Hotel casino in Warsaw in June 2025 after we were notified that we had not received a new license for the casino.

The following table summarizes information about CPL’s casinos as of June 30, 2026.

(1) We were awarded a license for a second location in Wroclaw in March 2025. We opened the casino in February 2026.

Through our wholly-owned subsidiary Century Nevada Acquisition, Inc., we have a 50% equity interest in Smooth Bourbon, LLC (“Smooth Bourbon”) which we consolidate as a subsidiary for which we have a controlling financial interest. The remaining 50% of Smooth Bourbon is owned by Marnell Gaming, LLC (“Marnell”) and is reported as a non-controlling financial interest.

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 such as the wars in the Middle East and Ukraine, inflation, energy prices, US domestic and international economic policies such as tariffs, other US government policies and actions and other factors. Both customer visits and customer spending at our casinos are key drivers of our revenue and profitability, and reductions in either could have a material adverse effect on our business, financial condition and results of operations. The actual or perceived impact of macroeconomic conditions on consumer spending could lead to fewer customer visits and decreased discretionary spending by our customers. Any worsening in economic conditions in the regions in which we operate or globally, or the perception that conditions may worsen, could reduce consumer discretionary spending or increase our costs and erode our results of operations and cash flows.

Other Projects and Developments

Sports Betting – Missouri

We have partnered with BetMGM to operate an online and mobile sports betting application under our license in Missouri. The agreement with BetMGM includes a percentage of net gaming revenue payable to us, with a guaranteed minimum, as well as retail sportsbook options to be exercised at our discretion. Sports betting began in Missouri on December 1, 2025.

Additional Gaming Projects

We periodically explore additional potential gaming projects and acquisition opportunities. Along with the capital needs of potential projects, there are various other risks which, if they materialize, could affect our ability to complete a proposed project or acquisition or could eliminate its feasibility altogether.

Strategic Review Process

In August 2025, we announced that our Board initiated a comprehensive strategic review of our operations, capital structure and strategic growth options. The review is exploring a range of potential strategic alternatives for our assets and businesses aimed at enhancing shareholder value and supporting long-term growth. These alternatives may include opportunities to unlock value within our existing property portfolio, optimize our capital structure, evaluate potential mergers, strategic partnerships, or the sale of the Company, and analyze potential divestments of assets or other asset-level transactions, including our Poland casinos. The Board has not set a timetable for the conclusion of this review. At this stage, no commitments or decisions have been made and there can be no assurance that the review will result in any transaction or particular change to our business. We do not intend to make further public comments on the process unless and until we determine that further disclosure is appropriate or necessary.

Presentation of Foreign Currency Amounts

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

We recognize in our condensed consolidated statements of loss foreign currency transaction gains or losses resulting from the translation of casino operations and other transactions that are denominated in a currency other than US dollars. Our casinos in Canada and Poland represent a significant portion of our business, and the revenue generated and expenses incurred by these operations are generally denominated in Canadian dollars and Polish zloty. A decrease in the value of these currencies in relation to the value of the US dollar would decrease the earnings from our foreign operations when translated into US dollars. An increase in the value of these currencies in relation to the value of the US dollar would increase the earnings from our foreign operations when translated into US dollars.

DISCUSSION OF RESULTS

Century Casinos, Inc. and Subsidiaries

Amounts in thousands

(1) For a discussion of Adjusted EBITDAR and reconciliation of Adjusted EBITDAR to net loss attributable to Century Casinos, Inc. shareholders, see “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” below.

Comparability Impacts

Items impacting comparability of the results include the following:

Weather – Inclement weather negatively impacted revenue for the first three months of 2025 compared to the first three months of 2026 for all of our North American properties.

Summary of Changes by Reportable Segment

Net operating revenue increased by $1.2 million, or 0.8%, and by $8.0 million, or 2.8%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Following is a breakout of net operating revenue by reportable segment for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025:

US East decreased by ($1.0) million, or (2.2%), and increased by $0.8 million, or 1.0%.

US Midwest increased by $3.3 million, or 8.0%, and by $5.4 million, or 6.6%.

US West increased by $3.2 million, or 15.9%, and by $3.9 million, or 10.6%.

Canada increased by $0.4 million, or 2.2%, and by $2.2 million, or 6.1%.

Poland decreased by ($4.8) million, or (19.4%), and by ($4.3) million, or (9.5%).

Operating costs and expenses increased by $0.6 million, or 0.4%, and by $2.7 million, or 1.1%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Following is a breakout of operating costs and expenses by reportable segment for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Corporate and Other is included for reconciliation purposes.

US East decreased by ($0.7) million, or (1.7%), and increased by $0.1 million, or 0.1%.

US Midwest increased by $2.1 million, or 6.9%, and by $1.9 million, or 3.1%.

US West increased by $1.1 million, or 5.3%, and by $1.1 million, or 2.7%.

Canada decreased by ($0.1) million, or (0.3%), and increased by $0.8 million, or 2.9%.

Poland decreased by ($3.7) million, or (15.1%), and by ($3.1) million, or (6.9%).

Corporate and Other increased by $1.8 million, or 56.9%, and by $2.0 million, or 30.0%.

Earnings from operations increased by $0.6 million, or 3.7%, and by $5.2 million, or 22.0%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Following is a breakout of earnings from operations by reportable segment for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Corporate and Other is included for reconciliation purposes.

US East decreased by ($0.3) million, or (7.3%), and increased by $0.7 million, or 16.5%.

US Midwest increased by $1.2 million, or 10.7%, and by $3.5 million, or 16.4%.

US West increased by $2.1 million, or 213.4%, and by $2.8 million, or 75.8%.

Canada increased by $0.5 million, or 10.7%, and by $1.4 million, or 17.8%.

Poland decreased by ($1.1) million, or (242.0%), and by ($1.2) million, or (336.1%).

Corporate and Other loss from operations increased by $1.8 million, or 56.9%, and by $2.0 million, or 30.0%.

Net loss attributable to Century Casinos, Inc. shareholders decreased by ($1.4) million, or (11.4%), and by ($5.5) million, or (16.7%), for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. 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. Interest expense, primarily from the Goldman Credit Agreement and the Master Lease, negatively impacts net loss attributable to Century Casinos, Inc. shareholders. For a discussion of these items, see “Non-Operating (Expense) Income” and “Taxes” below in this Item 2 and Note 7, “Income Taxes,” to our condensed consolidated financial statements included in Part I, Item 1 of this report.

Other

Pari-Mutuel

Pari-mutuel revenue includes live racing, export, advanced deposit wagering and off-track betting. Pari-mutuel expenses relate to pari-mutuel revenue and the operation of our racetracks.

Other

Other revenue and other expenses include gift shops, entertainment, golf and spa. Other revenue also includes revenue from ATM and credit card commissions.

Non-US GAAP Measures Definitions and Calculations

Adjusted EBITDAR

Adjusted EBITDAR is used outside of our financial statements as a valuation metric. We define Adjusted EBITDAR as net (loss) earnings attributable to Century Casinos, Inc. shareholders before interest expense (income), net, income taxes (benefit), depreciation, amortization, non-controlling interest earnings (loss) and transactions, pre-opening expenses, termination expenses, acquisition costs, non-cash stock-based compensation charges, asset impairment costs, (gain) loss on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions, cost recovery income and other, gain on business combination and certain other one-time transactions. Expense related to the Master Lease is included in the interest expense (income), net line item. Intercompany transactions consisting primarily of management and royalty fees and interest, along with their related tax effects, are excluded from the presentation of net (loss) earnings attributable to Century Casinos, Inc. shareholders and Adjusted EBITDAR. Not all of the aforementioned items occur in each reporting period, but have been included in the definition based on historical activity. These adjustments have no effect on the consolidated results as reported under US generally accepted accounting principles (“US GAAP”).

The Master Lease is accounted for as a financing obligation. As such, a portion of the periodic payment under the Master Lease is recognized as interest expense with the remainder of the payment impacting the financing obligation using the effective interest method.

Adjusted EBITDAR information is a non-US GAAP measure that is a valuation metric, should not be used as an operating metric, and is presented solely as a supplemental disclosure to reported US GAAP measures because we believe this measure is widely used by analysts, lenders, financial institutions, and investors as a principal basis for the valuation of gaming companies. Management believes that presenting Adjusted EBITDAR to investors provides them with information used by management for financial and operational decision-making in order to understand the Company’s operating performance and evaluate the methodology used by management to evaluate and measure such performance.

Adjusted EBITDAR should not be viewed as a measure of overall operating performance, as an indicator of our performance, considered in isolation, or construed as an alternative to operating income or net income, the most directly comparable US GAAP measure, or as an alternative to cash flows from operating activities, as a measure of liquidity, or as an alternative to any other measure determined in accordance with generally accepted accounting principles because this measure is not presented on a US GAAP basis and excludes certain expenses, including the rent expense related to our Master Lease, and is provided for the limited purposes discussed herein. In addition, Adjusted EBITDAR as used by us may not be defined in the same manner as other companies in our industry, and, as a result, may not be comparable to similarly titled non-US GAAP financial measures of other companies. Consolidated Adjusted EBITDAR should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income, because it excludes the rent expense associated with our Master Lease and certain other items.

The reconciliation of Adjusted EBITDAR to net loss attributable to Century Casinos, Inc. shareholders is presented below.

Amounts in thousands

(1) Represents additional business activities including certain other corporate and management operations that are not included in our reportable segments. Information is presented for reconciliation purposes.

(2) See “Non-Operating (Expense) Income – Interest expense” below for a breakdown of interest expense and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.

Amounts in thousands

(1) Represents additional business activities including certain other corporate and management operations that are not included in our reportable segments. Information is presented for reconciliation purposes.

(2) See “Non-Operating (Expense) Income – Interest expense” below for a breakdown of interest expense and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.

(3) Includes $1.0 million related to cost recovery income for CDR in the Canada segment.

Amounts in thousands

(1) Represents additional business activities including certain other corporate and management operations that are not included in our reportable segments. Information is presented for reconciliation purposes.

(2) See “Non-Operating (Expense) Income – Interest expense” below for a breakdown of interest expense and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.

Amounts in thousands

(1) Represents additional business activities including certain other corporate and management operations that are not included in our reportable segments. Information is presented for reconciliation purposes.

(2) See “Non-Operating (Expense) Income – Interest expense” below for a breakdown of interest expense and “Liquidity and Capital Resources” below for more information on the rent payments related to the Master Lease.

(3) Includes $1.0 million related to cost recovery income for CDR in the Canada segment.

Net Debt

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

Amounts in thousands

RESULTS OF OPERATIONS – Reportable Segments

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

Amounts in thousands

The Happy Valley Casino in Pennsylvania opened in late April 2026. This casino is 112 miles from Rocky Gap. During the second quarter of 2026 we saw some decrease in customers traveling to Rocky Gap from some Pennsylvania markets; however, we believe that we are recapturing those customers and anticipate any continued disruption from this increased competition will be minimal.

We partner with sports betting operators that conduct sports wagering at our West Virginia location. The agreement provides for a share of net gaming revenue. In addition, we operate internet and mobile interactive gaming applications in West Virginia with two iGaming partners. The agreements provide for a share of net iGaming revenue.

Three Months Ended June 30, 2026 and 2025

The following discussion highlights results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Decreased net operating revenue was mainly due to decreased casino and hotel revenue, offset by increased pari-mutuel revenue at our Mountaineer property. We are increasing our marketing initiatives at Mountaineer for the summer months to drive growth. Decreased operating expenses were mainly due to decreased payroll and gaming-related expenses at Mountaineer. Net operating revenue and operating costs and expenses at Rocky Gap remained constant during this period.

Six Months Ended June 30, 2026 and 2025

The following discussion highlights results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Winter weather negatively impacted the properties during the three months ended March 31, 2025. Increased net operating revenue was primarily due to increased gaming revenue at our Rocky Gap property during the first quarter of 2026 as a result of increased visitation and decreased promotional allowances. Net operating revenue at Mountaineer remained constant during this period, with increased pari-mutuel revenue offsetting decreased casino and hotel revenue. Operating costs and expenses remained constant during this period.

A reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this reportable segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.

Amounts in thousands

We partner with sports betting operators that conduct sports wagering in Colorado and Missouri. Each agreement with the sports betting operators provides for a share of net gaming revenue with a minimum revenue guarantee each year. We have partnered with BetMGM to operate a sports book at Cape Girardeau and an online and mobile sports betting application under our license in Missouri. Sports betting began in Missouri on December 1, 2025.

Three Months Ended June 30, 2026 and 2025

The following discussion highlights results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Net operating revenue increased due to increased casino revenue at all Missouri and Colorado properties. In Cape Girardeau, increased revenue was also attributable to increased hotel revenue and sports betting. Operating costs and expenses increased due to increased gaming-related expenses at all properties.

Six Months Ended June 30, 2026 and 2025

The following discussion highlights results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Winter weather negatively impacted the properties during the three months ended March 31, 2025. Increased net operating revenue was primarily due to increased gaming revenue at our Missouri properties from increased visitation. In Cape Girardeau, increased revenue was also attributable to increased hotel revenue and sports betting. In Colorado, increased net operating revenue was due to increased gaming revenue at both properties. Operating costs and expenses increased primarily due to increased gaming-related expenses, offset by decreased payroll and marketing costs. Payroll expense in Colorado decreased due to the closure of table games in the first quarter of 2025.

A reconciliation of net earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this reportable segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.

Amounts in thousands

We partner with sports betting operators that conduct sports wagering in Nevada. The agreement provides for a share of net gaming revenue.

Three Months Ended June 30, 2026 and 2025

The following discussion highlights results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Net operating revenue at the Nugget increased primarily due to increased hotel revenue and ticket revenue from two larger concerts during the quarter, and decreased promotional allowances. Operating costs and expenses increased due to increased entertainment-related costs and increased payroll.

Six Months Ended June 30, 2026 and 2025

The following discussion highlights results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Winter weather negatively impacted the Nugget during the three months ended March 31, 2025. Net operating revenue at the Nugget increased primarily due to increased hotel revenue, ticket revenue and decreased promotional allowances. Operating costs and expenses increased due to increased entertainment-related costs and increased payroll.

A reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this reportable segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.

Amounts in thousands

In February 2023, the AGLC, Alberta’s gaming regulatory agency, approved a temporary increase from 15% of slot machine net sales retained by casinos to 17%, which was extended in January 2026 through March 31, 2029.

In 2024, a competitor received conditional approval from the AGLC to relocate its casino from Camrose, Alberta, to south Edmonton, approximately 11 miles from our Century Mile property. In May 2026, a judicial review of the AGLC’s decision determined that the competitor will need to reapply for relocation. At this time, there is no indication whether a new approval for the relocation will be granted. If the approval is granted, a new competitor in the Edmonton market near our Edmonton casinos could lead to a decrease in visitors to our casinos and have a negative impact on our results of operations in Canada.

In June 2025, Alberta’s Bill 48 regulating iGaming in Alberta passed. The bill created an open market for online sports betting and iGaming, with retail sports betting available at casinos and specific sports venues. Online sports betting and iGaming operators began operating in Alberta on July 13, 2026, and retail sports betting is subject to final regulatory details before launching. We plan to offer retail sports betting at our locations in Alberta through either a licensed third-party provider or the AGLC.

We discontinued off-track betting at our St. Albert property at the end of April 2026. We converted the previous OTB room into a slot VIP room with 12 additional slot machines.

Results in US dollars were impacted by a 2.3% increase in the average exchange rate between the US dollar and Canadian dollar for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The exchange rate remained constant for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

The tables below provide results for the Canada reportable segment.

Amounts in CAD, in millions

Amounts in USD, in millions

(1) Operating costs and expenses are calculated for this table as total operating costs and expenses less depreciation and amortization.

Three Months Ended June 30, 2026 and 2025

The following discussion highlights results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Explanations below are provided based on CAD results.

Net operating revenue increased due to increased gaming revenue at our St. Albert, Edmonton and Century Mile properties and increased food and beverage revenue at our St. Albert property. Net operating revenue at our Century Downs property remained constant. Operating costs and expenses remained relatively constant.

Six Months Ended June 30, 2026 and 2025

The following discussion highlights results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Explanations below are provided based on CAD results.

Net operating revenue increased due to increased gaming revenue at all properties and increased food and beverage revenue at our St. Albert property, offset by decreased pari-mutuel revenue at our Century Mile and Century Downs properties. Operating costs and expenses remained relatively constant.

A reconciliation of net earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this reportable segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.

Amounts in thousands

In Poland, casino gaming licenses are granted for a term of six years. These licenses are not renewable. Before a gaming license expires in a particular city, there is a public notification of the available license and any gaming company can apply for a new license for that city. We closed our Hilton Hotel casino in Warsaw in June 2025 after we were notified that we had not received a new license. We were awarded a second license in Wroclaw in March 2025, and the casino opened in February 2026.

Results in US dollars were impacted by a 2.7% and 6.2% increase in the average exchange rate between the US dollar and Polish zloty for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.

The tables below provide results for the Poland reportable segment.

Amounts in PLN, in millions

Amounts in USD, in millions

(1) Operating costs and expenses are calculated for this table as total operating costs and expenses less depreciation and amortization.

Three and Six Months Ended June 30, 2026 and 2025

The following discussion highlights results for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Explanations below are provided based on PLN results.

Net operating revenue decreased primarily due to the closure of the casino at the Hilton Hotel in Warsaw, which was partially offset by increased revenue at the Warsaw Presidential Hotel, the casino in Katowice and the recently opened second casino in Wroclaw. In addition, table hold in June 2026 was unusually low having a negative impact on gaming revenue. Operating costs and expenses decreased due to decreased gaming-related expenses and decreased payroll and rent expense, primarily due to the closure of the casino at the Hilton Hotel in Warsaw.

A reconciliation of net (loss) earnings attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this reportable segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.

RESULTS OF OPERATIONS – CORPORATE AND OTHER

The following discussion provides further detail of consolidated results of our additional business activities including certain other corporate and management operations that are not included in our reportable segments.

Amounts in thousands

Three and Six Months Ended June 30, 2026 and 2025

The following discussion highlights results for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.

Total operating costs and expenses, including general and administrative expenses, increased primarily due to increased legal and accounting expenses and increased payroll costs due to the termination expense accrual described in Note 6, “Commitments, Contingencies and Other Matters,” to our condensed consolidated financial statements included in Part I, Item 1 of this report. Net loss attributable to Century Casinos, Inc. shareholders is driven primarily by interest expense under the Goldman Credit Agreement.

Corporate and Other is presented for reconciliation purposes only. A reconciliation of net loss attributable to Century Casinos, Inc. shareholders to Adjusted EBITDAR for this segment can be found in the “Non-US GAAP Measures Definitions and Calculations – Adjusted EBITDAR” discussion above.

Non-Operating (Expense) Income

Non-operating (expense) income was as follows:

Amounts in thousands

Interest income

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

Interest expense

Interest expense is directly related to interest owed on the borrowings under our Goldman Credit Agreement, the UniCredit Term Loan, the CPL Credit Facility, the CPL Credit Agreement, our financing obligation under the Master Lease with VICI PropCo, deferred financing costs and our finance lease agreements. Interest expense in the US East, US Midwest and Canada reportable segments primarily relates to the Master Lease. Interest expense in Corporate and Other primarily relates to the Goldman Credit Agreement.

A breakdown of interest expense is below.

Amounts in thousands

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

Cost recovery income relates to infrastructure built during the development of the Century Downs REC project. The infrastructure was built by the non-controlling shareholders prior to our acquisition of our controlling ownership interest in CDR. The distribution to CDR’s non-controlling shareholders is part of an agreement between CRM and CDR. There was no cost recovery income received by CDR for the three and six months ended June 30, 2026. Cost recovery income of $1.0 million was received by CDR for the three and six months ended June 30, 2025.

Taxes

Income tax expense is recorded relative to the jurisdictions that recognize book earnings. During the six months ended June 30, 2026, we recognized income tax expense of $1.5 million on pre-tax loss of ($22.6) million, representing an effective income tax rate of (6.8%), compared to an income tax expense of $1.7 million on pre-tax loss of ($26.7) million, representing an effective income tax rate of (6.5%) for the same period in 2025. 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 7, “Income Taxes,” to our condensed consolidated financial statements included in Part I, Item 1 of this report.

LIQUIDITY AND CAPITAL RESOURCES

Our business is capital intensive, and we rely heavily on the ability of our casinos to generate operating cash flow. We use the cash flows that we generate to maintain operations, fund reinvestment in existing properties for both refurbishment and expansion projects, repay third party debt, and pursue additional growth via new development and acquisition opportunities. When necessary and available, we supplement the cash flows generated by our operations with either cash on hand or funds provided by bank borrowings, other debt or equity financing activities or funding arrangements with third-party partners such as VICI PropCo in connection with our casino project in Caruthersville.

Cash Flows – Summary

Our cash flows, cash, cash equivalents and restricted cash, and working capital consisted of the following:

Amounts in thousands

Amounts in thousands

(1) Cash, cash equivalents and restricted cash as of June 30, 2025 included $0.2 million of cash previously funded by VICI PropCo that had not been spent on our Caruthersville project as of such date.

(2) Working capital is defined as current assets minus current liabilities.

Operating Activities

Trends in our operating cash flows tend to follow trends in earnings from operations excluding non-cash charges, offset by cash rent, income tax payments and interest payments on our long-term debt. Please refer to the condensed consolidated statements of cash flows in Part I, Item 1 of this Form 10-Q and to management’s discussion of the results of operations above in this Item 2 for a discussion of earnings from operations.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2026 consisted of $1.7 million in slot machines and gaming-related purchases for our US properties, $0.1 million of building improvements at our Central City property in Colorado, $0.6 million in elevator upgrades at the Nugget in Nevada, $0.1 million to add a sportsbook at Century Downs in Canada, $0.8 million to renovate the new Wroclaw casino in Poland, and $2.5 million in other fixed asset additions at our properties.

Net cash used in investing activities for the six months ended June 30, 2025 consisted of $0.7 million for a casino license in Poland, $1.3 million in slot machines and gaming-related purchases for our US properties, $0.7 million for exterior renovations at our Cripple Creek property in Colorado, $0.7 million in exterior renovations at Mountaineer in West Virginia, $0.2 million for bar renovations at Rocky Gap in Maryland, $3.6 million for our casino project in Caruthersville, Missouri, $2.0 million in elevator upgrades at the Nugget in Nevada, $0.7 million in racing-related updates at Century Downs and $0.5 million in exterior renovations at St. Albert in Canada, $0.6 million to renovate the new Wroclaw casino in Poland, and $2.3 million in other fixed asset additions at our properties, offset by $0.2 million collected on a note receivable and less than $0.1 million in proceeds from the disposal of assets.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2026 consisted of $4.0 million in distributions to non-controlling interests, $0.9 million to repurchase and retire shares of our common stock, $1.1 million of principal payments net of proceeds from borrowings and $3.3 million of repayments of insurance financing net of proceeds. See Part II, Item 5 of this Form 10-Q for additional details.

Net cash used in financing activities for the six months ended June 30, 2025 consisted of $4.7 million in distributions to non-controlling interests, $1.0 million to repurchase and retire shares of our common stock and $2.2 million of principal payments net of proceeds from borrowings.

Borrowings and Repayments of Long-Term Debt and Lease Agreements

As of June 30, 2026, our total debt under bank borrowings and other agreements, net of $7.4 million related to deferred financing costs, was $329.1 million, of which $321.4 million was long-term debt and $7.7 million was the current portion of long-term debt. The current portion relates to payments due within one year under our Goldman Credit Agreement, CPL Credit Facility, and the CPL Credit Agreement. Our Goldman Credit Agreement provides for a $350.0 million Term Loan, drawn in April 2022, and a $30.0 million Revolving Facility. No amounts are currently outstanding under the Revolving Facility. The CPL Credit Facility is a PLN 15.0 million ($4.0 million based on the exchange rate in effect on June 30, 2026) line of credit available through June 2027. We intend to repay the CPL Credit Facility and the current portion of our other debt obligations with available cash. If opportunities to repurchase debt at a discount are offered, as occurred in February 2024, we may undertake such repurchases. We also may seek to refinance our debt if market conditions allow. For a description of our debt agreements, see Note 4, “Long-Term Debt” to our condensed consolidated financial statements included in Part I, Item 1 of this report. Net Debt was $276.3 million as of June 30, 2026 compared to $252.5 million as of June 30, 2025. The increase in net debt is primarily due to decreased cash. For the definition and reconciliation of Net Debt to the most directly comparable US GAAP measure, see “Non-US GAAP Measures Definitions and Calculations – Net Debt” above.

The following table lists the remaining maturities of our debt in 2026:

Amounts in thousands

(1) The Goldman Term Loan requires scheduled quarterly payments of $875,000, equal to 0.25% of the original aggregate principal amount of the Goldman Term Loan, with the balance due at maturity.

(2) The CPL Credit Facility is a line of credit available through June 2027. There is no set repayment schedule for the line of credit. We have included the balance in 2026 based on our planned repayment schedule.

As of June 30, 2026, estimated cash payments due under the Master Lease for the remainder of 2026 are $31.7 million, which includes a CPI increase. Cash payments to the non-controlling interests under the lease between Smooth Bourbon and the Nugget (the “Nugget Lease”) for 2026 are estimated to be $4.0 million.

The following table details cash payments under the Master Lease and 50% of the cash payments under the Nugget Lease for the three and six months ended June 30, 2026 and three and six months ended June 30, 2025.

Amounts in thousands

(1) Represents payments with respect to the 50% interest in the Nugget Lease owned by Marnell through Smooth Bourbon. Smooth Bourbon is a 50% owned subsidiary of the Company that owns the real estate assets underlying the Nugget Casino Resort.

Rent expense related to the Master Lease is included in interest expense on our condensed consolidated statements of loss. The Nugget Lease is considered an intercompany lease, and income and expense related to the lease are eliminated in consolidation. The 50% interest in the Nugget Lease owned by Marnell through Smooth Bourbon is recorded as non-controlling interest on our condensed consolidated statements of loss.

The following table lists the amount of remaining 2026 payments due under our operating and finance lease agreements:

Amounts in thousands

Common Stock Repurchase Program

Since March 2000, our Board has had a discretionary program to repurchase our outstanding common stock. Beginning in May 2025, we have entered into 10b5-1 trading plans (the “Plans”) for the purpose of repurchasing shares of our outstanding common stock in accordance with the share repurchase program previously authorized by the Board. The Plans are intended to comply with Rule 10b5-1(c) under the Exchange Act. Repurchases of common stock under the Plans are being administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plans.

The Plan announced May 14, 2025 expired by its terms on July 31, 2025, the Plan announced August 11, 2025 expired by its terms on December 31, 2025, and the Plan announced on January 2, 2026 expired by its terms on May 10, 2026. The January 2, 2026 Plan authorized the repurchase of up to $1.5 million of shares of our outstanding common stock. During the three and six months ended June 30, 2026, we repurchased and retired 328,754 and 604,427 shares of our common stock for $0.5 million and $0.9 million, respectively, on the open market under the Plan. We have no currently active plans but may undertake additional stock repurchases in the future. See Part II, Item 2 of this report for additional details.

Potential Sources and Uses of Liquidity and Short-Term Liquidity

Historically, our primary source of liquidity and capital resources has been cash flow from operations. As of June 30, 2026, we had $60.2 million in cash and cash equivalents compared to $68.9 million in cash and cash equivalents at December 31, 2025. Financing activities of $5.8 million and investing activities of $11.1 million contributed to the decrease in cash and cash equivalents as discussed in “Financing Activities” and “Investing Activities” above. Remaining capital expenditures for 2026 are estimated to be approximately $9.7 million.

A substantial portion of our operating cash flow also is used to fund our debt repayments and lease payments as described in “Borrowings and Repayments of Long-Term Debt and Lease Agreements” above. When necessary and available, we supplement the cash flows generated by our operations with funds provided by bank borrowings or other debt or equity financing activities. If we have aggregate outstanding revolving loans, swingline loans, and letters of credit under the Goldman Credit Agreement greater than $10.5 million as of the last day of any fiscal quarter, we are required to maintain a Consolidated First Lien Net Leverage Ratio of 5.50 to 1.00 or less for such fiscal quarter. We had no outstanding revolving loans, swingline loans, or letters of credit as of June 30, 2026, and therefore the Consolidated First Lien Net Leverage Ratio requirement did not apply. As of June 30, 2026, we had $30.0 million available on our Revolving Facility. See Note 4, “Long-Term Debt” to our condensed consolidated financial statements included in Part I, Item 1 of this report.

We may be required to raise additional capital to address our liquidity and capital needs. We have a shelf registration statement with the SEC that became effective in June 2026 under which we may issue, from time to time, up to $100 million of common stock, preferred stock, debt securities and other securities.

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

Approximately $25.4 million of our total $60.2 million in cash and cash equivalents at June 30, 2026 is held by our foreign subsidiaries, of which $16.5 million, including $9.1 million in casino cash, is held by our Canadian subsidiaries, $3.9 million, including $3.2 million in casino cash, is held by our Poland subsidiary, and the remaining $5.0 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.

Critical Accounting Estimates

As of the filing date of this report, there were no significant changes in our critical accounting estimates from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2025. See Note 2 to our Unaudited Condensed Consolidated Financial Statements for accounting pronouncements issued but not yet adopted that may impact the Company’s consolidated financial position, earnings, cash flows or disclosures.

We had no material changes in our exposure to market risks from that previously reported in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.

Evaluation of Disclosure Controls and Procedures – Our management, with the participation of our principal executive officers and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, for the period covered by this report. Based on such evaluation, our principal executive officers and principal financial officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2026 because of the material weakness described in "Material Weakness" below.

Material Weakness

We concluded that our internal control over financial reporting was not effective as of December 31, 2025 and that a material weakness existed. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified the following material weakness in our internal control over financial reporting as of December 31, 2025: We did not adequately design, implement and maintain effective controls to timely review certain key inputs and assumptions used in the performance of impairment testing and related disclosures.

Remediation plan for material weakness

With the oversight of the Audit Committee of the Board, management is in the process of developing a detailed remediation plan to address the material weakness. Elements of the plan include the design and implementation of review attributes of the carrying value of invested capital at an increased level of precision of the calculation and additional reviews around assumptions used in the performance impairment testing. While we are devoting significant time and attention to these remediation efforts, the material weakness will not be considered remediated until management completes the design and implementation of the actions described above, the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective.

Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except as described below, there have been no material changes to the risk factors previously described in Part I, Item 1A of our Form 10-K for the fiscal year ended December 31, 2025.

Actions of activist shareholders could be disruptive and potentially costly, and the possibility that activist shareholders may seek changes that conflict with our strategies could cause uncertainty about the direction of our business.

Stockholders may from time to time engage in proxy solicitations, submit stockholder proposals or Board nominations or otherwise attempt to effect changes, assert influence, or acquire some level of control over us. In April 2026, we entered into a Nomination Agreement with Brigade. Pursuant to the Nomination Agreement, Brigade nominated Mitchell Etess as a director, who was subsequently approved and appointed by the Company’s Board of Directors upon the recommendation of the Board’s Governance and Nominating Committee. The Nomination Agreement provides that Brigade will not, subject to certain limited exceptions, make a business combination or purchase proposal for the Company or take any action in support of or make any public proposal with respect to controlling or influencing the Company’s management, the Board, or the Company’s policies or purchase any of the Company’s common stock. The standstill provisions of the Nominating Agreement have a term of nine months or a potentially earlier date, subject to certain terms and conditions.

Activist investors may attempt to effect changes in our strategic direction and how we are governed, or to acquire control over us. Some investors seek to increase short-term shareholder value by advocating for corporate actions, such as financial restructuring, increased borrowing, special dividends, stock repurchases, or even sales of assets or the entire company. While we welcome varying opinions from all shareholders, activist campaigns that contest or conflict with our strategic direction could have an adverse effect on our results of operations and financial condition, as responding to proxy contests and other actions by activist shareholders can disrupt our operations, be costly and time-consuming, and divert the attention of our board of directors and senior management from the pursuit of business strategies. In addition, perceived uncertainties as to our future direction as a result of changes to the composition of our board may lead to the perception of a change in the direction of the business, instability or lack of continuity, which may be exploited by our competitors, may cause concern to our current or potential customers, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners. These types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.