false000091114700009111472022-12-012022-12-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2022

CENTURY CASINOS, INC.

(Exact Name of Registrant as specified in its charter)

Delaware

0-22900

84-1271317

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification Number)

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

80903

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

719-527-8300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Per Share Par Value

CNTY

Nasdaq Capital Market, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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



Item 1.01Entry into a Material Definitive Agreement.

On December 1, 2022, Century Casinos, Inc. (the “Company”) entered into the Third Amendment to Lease (the “Amendment”) to the Master Lease dated as of December 6, 2019 by and among the Company and certain subsidiaries of VICI Properties L.P., an affiliate of VICI Properties Inc. Among other things, the Amendment provides for certain (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 and (iii) other related modifications as provided in the Amendment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 3, 2022, the Company issued a press release announcing that the Company broke ground on the new land-based casino and hotel development at Century Casino Caruthersville (the “Caruthersville Project”). The Caruthersville Project is expected to cost approximately $51.9 million. To finance the Caruthersville Project, the Company entered into an amendment to its Master Lease with VICI. Following completion, VICI will own the real estate improvements associated with the Caruthersville Project. Rent under the Master Lease will increase by approximately $4.2 million after completion of the Caruthersville Project. The Company also announced that it held a grand opening of the Farmstead, a 36-room hotel located near the existing pavilion and the new land-based casino and hotel development in Caruthersville. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report.

The information in this Current Report and Exhibits 99.1 attached hereto (i) is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and (ii) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This communication may contain certain “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, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. These statements are based on the beliefs and assumptions of the management of the Company based on information currently available to management. These include statements about the cost, timing and prospects for the Caruthersville Project and timing for relocation of Century Casino Caruthersville. These statements are based on the beliefs and assumptions of the management of Century Casinos 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, 2021, and in subsequent periodic and current SEC filings we may make. Century Casinos disclaims any obligation to revise or update any forward-looking statement that may be made from time to time by it or on its behalf.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1*

Third Amendment to Lease, dated as of December 1, 2022, among certain of the Company’s subsidiaries named therein, as tenant, and certain of VICI Properties Inc.’s subsidiaries named therein, as landlord.

99.1

Century Casinos, Inc. Press Release dated December 2, 2022.

104

Cover Page Interactive Data File, formatted in Inline XBRL

* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. Schedules have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit or a copy of any omitted schedule to the Securities and Exchange Commission upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Century Casinos, Inc.

Date: December 5, 2022

By: /s/ Margaret Stapleton

Margaret Stapleton

Chief Financial Officer


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-10.1

EX-99.1

EX-101.SCH

EX-101.LAB

EX-101.PRE

IDEA: R1.htm

IDEA: cnty-20221201x8k_htm.xml

IDEA: Financial_Report.xlsx

IDEA: FilingSummary.xml

IDEA: MetaLinks.json