CNTY

CENTURY CASINOS INC /CO/

NASDAQ · CONSUMER DISCRETIONARY · HOTELS & MOTELS

0.76

−0.01 −1.30%

USD · close Oct 23

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MKT CAP $21.4MP/E —DIV YIELD —FCF YIELD -37.13%REV TTM $580.9M +1.1%NET INCOME −$55.9MNET DEBT $268.9M52W 0.76 – 2.20SEC XBRL · TTM TO Invalid Date

How CNTY rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

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words, now 9,191

New in FY2025

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.
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.
Tariffs imposed by the US on foreign goods or, imposed reciprocally on the US by foreign countries during 2025 have increased costs for consumers.
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.
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.
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.
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.
Any expansion of legalized gaming, such as online sports betting, could adversely impact our properties.
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.
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.
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.
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.
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 .
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.
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.
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.
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.
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.
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.
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.
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.
Acquisitions and joint ventures we have entered into, or may enter into in the future, may involve significant challenges and risks, including that the acquisitions or joint ventures do not advance our business strategy, or fail to produce satisfactory returns on investment.
Other risks include:  difficulties integrating acquisitions with our operations, applying internal control processes to these acquisitions, managing strategic investments, assimilating new capabilities to meet the future needs of our businesses, and/or combining business cultures;  regulatory or compliance exposure until appropriate processes and controls are implemented;  integration costs and significant attention from management and personnel;  failing to realize the anticipated benefits of acquisitions or joint ventures, or realized benefits being significantly delayed, including because the business or assets acquired may not be complementary or compatible with our business strategy or product portfolio, or may not improve our market position, product portfolio or footprint; and  due diligence evaluations of potential transactions not identifying all of the business, legal, compliance, and financial risks to accurately estimate the impact of a particular acquisition or joint venture, including potential exposure to regulatory sanctions or other licensing issues resulting from an acquisition target’s previous activities or costs associated with any quality issues with an acquisition target’s products or services .
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.
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.
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.
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.

and 23 more.

Gone since FY2024

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.
For example, a competitor is requesting to relocate its casino from west Edmonton to south Edmonton, approximately 11 miles from our Century Mile property.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
We may pursue gaming opportunities that would require us to obtain a gaming license.
While our management believes that we are licensable in any jurisdiction that allows gaming operations, each licensing process is unique and requires a significant amount of funds and management time.
The licensing process in any particular jurisdiction can take significant time and expense through licensing fees, background investigation costs, legal fees and other associated preparation costs.
Moreover, if we proceed with a licensing approval process with industry partners, such industry partners would be subject to regulatory review as well.
We seek to find industry partners that are licensable, but cannot assure that such partners will, in fact, be licensable.
Certain licenses include competitive situations where, even if we and our industry partners are licensable, other factors such as the economic impact of gaming, financial and operational capabilities of competitors must be analyzed by regulatory authorities.
In addition, political factors may make the licensing process more difficult.
If any of our gaming license applications are denied or we are otherwise unable to complete a project, we may have to write off costs related to our investment in such application processes, which could be significant.
In addition, our ability to attract and retain competent management and employees for any new location is critical to 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.
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.
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.
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.
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. ‎ We may be unable to obtain the capital necessary to fund our operations or potential acquisitions.
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 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.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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