Century Casinos Inc
A casino and hospitality operator running gaming properties across the United States, Canada, and Poland, including the Nugget Casino Resort in Nevada and Mountaineer Casino in West Virginia. It was founded in 1992 by former executives of Casinos Austria International, who still run it together as co-CEOs. In 2015 the company opened Century Downs Racetrack near Calgary, bringing live horse racing back to the area for the first time in years.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
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…
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. 32 The table below provides information about the aggregation of our operating segments and reporting units into reportable segments. Reportable Segment and Operating Segment Reporting Unit US East Mountaineer Casino, Resort & Races (1) Rocky Gap Casino, Resort & Golf (1) US Midwest Century Casino & Hotel Central City Century Casino & Hotel Cripple Creek Century Casino & Hotel Cape Girardeau and The Riverview (1) Century Casino & Hotel Caruthersville and The Farmstead (1) US West Nugget Casino Resort and Smooth Bourbon, LLC Canada Century Casino & Hotel Edmonton (1) Century Casino St. Albert (1) Century Mile Racetrack and Casino (1) Century Downs Racetrack and Casino (1) Poland Casinos Poland (1)The real estate assets, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, are owned by VICI PropCo and leased to us under the Master Lease. 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. City Location License Expiration Number of Slots Number of Tables Warsaw Warsaw Presidential Hotel September 2028 70 35 Bielsko-Biala Hotel Grepielnia February 2030 60 5 Katowice Metropol Hotel Katowice February 2030 70 13 Wroclaw Polonia Hotel December 2029 70 14 Lodz Manufaktura Entertainment Complex June 2030 70 9 Wroclaw (1) Korona Hotel March 2031 41 5 (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. 33 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: For the three months For the six months ended June 30, ended June 30, Average Rates 2026 2025 % Change 2026 2025 % Change Canadian dollar (CAD) 1.3843 1.3843 0.0% 1.3778 1.4096 2.3% Euros (EUR) 0.8603 0.8816 2.4% 0.8573 0.9166 6.5% Polish zloty (PLN) 3.6565 3.7569 2.7% 3.6364 3.8787 6.2% Source: Xe Currency Converter 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. 34 DISCUSSION OF RESULTS Century Casinos, Inc. and Subsidiaries For the three months For the six months ended June 30, % ended June 30, % Amounts in thousands 2026 2025 Change Change 2026 2025 Change Change Gaming revenue $ 109,412 $ 111,070 $ (1,658) (1.5%) $ 216,111 $ 211,736 $ 4,375 2.1% Pari-mutuel, sports betting and iGaming revenue 5,996 5,071 925 18.2% 9,415 7,956 1,459 18.3% Hotel revenue 15,198 14,061 1,137 8.1% 25,331 23,768 1,563 6.6% Food and beverage revenue 13,348 13,505 (157) (1.2%) 25,866 25,611 255 1.0% Other revenue 8,041 7,111 930 13.1% 12,511 12,190 321 2.6% Net operating revenue 151,995 150,818 1,177 0.8% 289,234 281,261 7,973 2.8% Gaming expenses (57,376) (58,851) (1,475) (2.5%) (113,049) (113,115) (66) (0.1%) Pari-mutuel, sports betting and iGaming expenses (6,744) (6,203) 541 8.7% (10,493) (9,688) 805 8.3% Hotel expenses (5,537) (5,078) 459 9.0% (10,169) (9,478) 691 7.3% Food and beverage expenses (11,557) (12,168) (611) (5.0%) (22,883) (23,531) (648) (2.8%) Other expenses (3,760) (3,396) 364 10.7% (4,790) (4,704) 86 1.8% General and administrative expenses (36,827) (35,704) 1,123 3.1% (72,878) (71,794) 1,084 1.5% Depreciation and amortization (13,014) (12,843) 171 1.3% (26,031) (25,236) 795 3.2% Total operating costs and expenses (134,815) (134,243) 572 0.4% (260,293) (257,546) 2,747 1.1% Earnings from operations 17,180 16,575 605 3.7% 28,941 23,715 5,226 22.0% Income tax expense (625) (1,250) 625 50.0% (1,534) (1,732) 198 11.4% Net earnings attributable to non-controlling interests (1,605) (2,736) 1,131 41.3% (3,325) (4,470) 1,145 25.6% Net loss attributable to Century Casinos, Inc. shareholders (10,910) (12,309) 1,399 11.4% (27,414) (32,922) 5,508 16.7% Adjusted EBITDAR (1) $ 31,660 $ 30,304 $ 1,356 4.5% $ 56,599 $ 50,459 $ 6,140 12.2% Net loss per share attributable to Century Casinos, Inc. shareholders Basic $ (0.39) $ (0.40) $ 0.01 2.5% $ (0.96) $ (1.08) $ 0.12 11.1% Diluted $ (0.39) $ (0.40) $ 0.01 2.5% $ (0.96) $ (1.08) $ 0.12 11.1% (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%). 35 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. 36 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. For the three months ended June 30, 2026 Amounts in thousands US East US Midwest US West Canada Poland Other (1) Total Net (loss) earnings attributable to Century Casinos, Inc. shareholders $ (2,862) $ 6,023 $ (708) $ 1,145 $ (528) $ (13,980) $ (10,910) Interest income — — — (41) (1) (43) (85) Interest expense (2) 6,641 6,784 — 3,475 68 8,969 25,937 Income tax expense — 59 — 440 23 103 625 Depreciation and amortization 3,869 3,819 3,394 1,201 711 20 13,014 Net earnings (loss) attributable to non-controlling interests — — 1,815 53 (263) — 1,605 Non-cash stock-based compensation — — — — — 211 211 Loss (gain) on foreign currency transactions, cost recovery income and other — — 5 (55) 34 7 (9) Loss on disposition of fixed assets 6 4 2 2 8 — 22 Pre-opening and termination expenses — — — — — 1,250 1,250 Adjusted EBITDAR $ 7,654 $ 16,689 $ 4,508 $ 6,220 $ 52 $ (3,463) $ 31,660 (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. 37 For the three months ended June 30, 2025 Amounts in thousands US East US Midwest US West Canada Poland Other (1) Total Net (loss) earnings attributable to Century Casinos, Inc. shareholders $ (2,263) $ 4,640 $ (2,864) $ 599 $ 245 $ (12,666) $ (12,309) Interest income — (3) — (91) (3) (176) (273) Interest expense (2) 6,344 6,741 — 3,429 52 9,645 26,211 Income tax expense — 223 — 748 241 38 1,250 Depreciation and amortization 3,821 3,828 3,361 1,074 741 18 12,843 Net earnings attributable to non-controlling interests — — 1,840 772 124 — 2,736 Non-cash stock-based compensation — — — — — 195 195 (Gain) loss on foreign currency transactions, cost recovery income and other (3) — — — (922) (210) 8 (1,124) Loss (gain) on disposition of fixed assets 1 23 1 (2) 11 — 34 Pre-opening and termination expenses — — — — 741 — 741 Adjusted EBITDAR $ 7,903 $ 15,452 $ 2,338 $ 5,607 $ 1,942 $ (2,938) $ 30,304 (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. For the six months ended June 30, 2026 Amounts in thousands US East US Midwest US West Canada Poland Other (1) Total Net (loss) earnings attributable to Century Casinos, Inc. shareholders $ (8,017) $ 10,966 $ (4,532) $ 1,699 $ (835) $ (26,695) $ (27,414) Interest income — — — (90) (5) (126) (221) Interest expense (2) 13,275 13,602 — 6,976 129 17,900 51,882 Income tax expense — 108 — 677 430 319 1,534 Depreciation and amortization 7,769 7,653 6,778 2,403 1,393 35 26,031 Net earnings (loss) attributable to non-controlling interests — — 3,648 94 (417) — 3,325 Non-cash stock-based compensation — — — — — 372 372 Loss (gain) on foreign currency transactions, cost recovery income and other — — 5 (59) (157) 10 (201) Loss on disposition of fixed assets 10 8 3 3 17 — 41 Pre-opening and termination expenses — — — — — 1,250 1,250 Adjusted EBITDAR $ 13,037 $ 32,337 $ 5,902 $ 11,703 $ 555 $ (6,935) $ 56,599 (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. 38 For the six months ended June 30, 2025 Amounts in thousands US East US Midwest US West Canada Poland Other (1) Total Net (loss) earnings attributable to Century Casinos, Inc. shareholders $ (8,463) $ 7,747 $ (7,314) $ 533 $ 81 $ (25,506) $ (32,922) Interest income — (12) — (183) (11) (447) (653) Interest expense (2) 12,981 13,220 — 6,729 102 19,215 52,247 Income tax expense — 223 — 964 331 214 1,732 Depreciation and amortization 7,623 7,689 6,704 2,073 1,111 36 25,236 Net earnings attributable to non-controlling interests — — 3,623 805 42 — 4,470 Non-cash stock-based compensation — — — — — 486 486 Gain on foreign currency transactions, cost recovery income and other (3) — — — (952) (205) (86) (1,243) Loss (gain) on disposition of fixed assets 2 23 46 (2) 15 — 84 Pre-opening and termination expenses — — — — 1,022 — 1,022 Adjusted EBITDAR $ 12,143 $ 28,890 $ 3,059 $ 9,967 $ 2,488 $ (6,088) $ 50,459 (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 June 30, 2026 June 30, 2025 Total long-term debt, including current portion $ 329,074 $ 327,960 Deferred financing costs 7,411 10,106 Total principal $ 336,485 $ 338,066 Less: Cash and cash equivalents $ 60,179 $ 85,541 Net Debt $ 276,306 $ 252,525 39 RESULTS OF OPERATIONS – Reportable Segments The following discussion provides further detail of consolidated results by reportable segment. US East For the three months For the six months ended June 30, % ended June 30, % Amounts in thousands 2026 2025 Change Change 2026 2025 Change Change Gaming revenue $ 30,963 $ 32,047 $ (1,084) (3.4%) $ 61,593 $ 61,247 $ 346 0.6% Pari-mutuel, sports betting and iGaming revenue 3,107 2,225 882 39.6% 4,218 2,963 1,255 42.4% Hotel revenue 4,317 4,966 (649) (13.1%) 7,525 8,210 (685) (8.3%) Food and beverage revenue 3,659 3,693 (34) (0.9%) 6,739 6,757 (18) (0.3%) Other revenue 1,530 1,625 (95) (5.8%) 2,430 2,513 (83) (3.3%) Net operating revenue 43,576 44,556 (980) (2.2%) 82,505 81,690 815 1.0% Gaming expenses (22,120) (22,986) (866) (3.8%) (43,771) (44,285) (514) (1.2%) Pari-mutuel, sports betting and iGaming expenses (2,268) (1,947) 321 16.5% (2,859) (2,401) 458 19.1% Hotel expenses (1,404) (1,453) (49) (3.4%) (2,665) (2,780) (115) (4.1%) Food and beverage expenses (2,478) (2,505) (27) (1.1%) (4,672) (4,667) 5 0.1% Other expenses (768) (751) 17 2.3% (1,169) (1,171) (2) (0.2%) General and administrative expenses (6,884) (7,010) (126) (1.8%) (14,332) (14,243) 89 0.6% Depreciation and amortization (3,869) (3,821) 48 1.3% (7,769) (7,623) 146 1.9% Total operating costs and expenses (39,791) (40,473) (682) (1.7%) (77,237) (77,170) 67 0.1% Earnings from operations 3,785 4,083 (298) (7.3%) 5,268 4,520 748 16.5% Net loss attributable to Century Casinos, Inc. shareholders (2,862) (2,263) (599) (26.5%) (8,017) (8,463) 446 5.3% Adjusted EBITDAR $ 7,654 $ 7,903 $ (249) (3.2%) $ 13,037 $ 12,143 $ 894 7.4% 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. 40 US Midwest For the three months For the six months ended June 30, % ended June 30, % Amounts in thousands 2026 2025 Change Change 2026 2025 Change Change Gaming revenue $ 40,051 $ 37,155 $ 2,896 7.8% $ 77,631 $ 72,698 $ 4,933 6.8% Pari-mutuel, sports betting and iGaming revenue 400 250 150 60.0% 800 500 300 60.0% Hotel revenue 1,662 1,431 231 16.1% 3,045 2,752 293 10.6% Food and beverage revenue 1,809 1,806 3 0.2% 3,554 3,571 (17) (0.5%) Other revenue 758 732 26 3.6% 1,457 1,607 (150) (9.3%) Net operating revenue 44,680 41,374 3,306 8.0% 86,487 81,128 5,359 6.6% Gaming expenses (16,511) (14,651) 1,860 12.7% (31,273) (29,154) 2,119 7.3% Pari-mutuel, sports betting and iGaming expenses (116) — 116 100.0% (210) — 210 100.0% Hotel expenses (711) (705) 6 0.9% (1,421) (1,384) 37 2.7% Food and beverage expenses (1,689) (1,788) (99) (5.5%) (3,407) (3,684) (277) (7.5%) Other expenses (18) (143) (125) (87.4%) (35) (187) (152) (81.3%) General and administrative expenses (8,946) (8,635) 311 3.6% (17,804) (17,829) (25) (0.1%) Depreciation and amortization (3,819) (3,828) (9) (0.2%) (7,653) (7,689) (36) (0.5%) Total operating costs and expenses (31,810) (29,750) 2,060 6.9% (61,803) (59,927) 1,876 3.1% Earnings from operations 12,870 11,624 1,246 10.7% 24,684 21,201 3,483 16.4% Income tax expense (59) (223) 164 73.5% (108) (223) 115 51.6% Net earnings attributable to Century Casinos, Inc. shareholders 6,023 4,640 1,383 29.8% 10,966 7,747 3,219 41.6% Adjusted EBITDAR $ 16,689 $ 15,452 $ 1,237 8.0% $ 32,337 $ 28,890 $ 3,447 11.9% 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. 41 US West For the three months For the six months ended June 30, % ended June 30, % Amounts in thousands 2026 2025 Change Change 2026 2025 Change Change Gaming revenue $ 5,907 $ 5,309 $ 598 11.3% $ 11,585 $ 10,466 $ 1,119 10.7% Pari-mutuel, sports betting and iGaming revenue 16 9 7 77.8% 22 7 15 214.3% Hotel revenue 9,061 7,488 1,573 21.0% 14,456 12,503 1,953 15.6% Food and beverage revenue 4,376 4,548 (172) (3.8%) 9,024 9,113 (89) (1.0%) Other revenue 4,018 2,820 1,198 42.5% 5,359 4,494 865 19.2% Net operating revenue 23,378 20,174 3,204 15.9% 40,446 36,583 3,863 10.6% Gaming expenses (3,247) (3,154) 93 2.9% (6,300) (6,254) 46 0.7% Hotel expenses (3,352) (2,849) 503 17.7% (5,944) (5,179) 765 14.8% Food and beverage expenses (3,628) (4,031) (403) (10.0%) (7,538) (7,973) (435) (5.5%) Other expenses (2,945) (2,469) 476 19.3% (3,529) (3,284) 245 7.5% General and administrative expenses (5,703) (5,288) 415 7.8% (11,238) (10,834) 404 3.7% Depreciation and amortization (3,394) (3,361) 33 1.0% (6,778) (6,704) 74 1.1% Total operating costs and expenses (22,269) (21,152) 1,117 5.3% (41,327) (40,228) 1,099 2.7% Earnings (loss) from operations 1,109 (978) 2,087 213.4% (881) (3,645) 2,764 75.8% Net earnings attributable to non-controlling interests (1,815) (1,840) 25 1.4% (3,648) (3,623) (25) (0.7%) Net loss attributable to Century Casinos, Inc. shareholders (708) (2,864) 2,156 75.3% (4,532) (7,314) 2,782 38.0% Adjusted EBITDAR $ 4,508 $ 2,338 $ 2,170 92.8% $ 5,902 $ 3,059 $ 2,843 92.9% 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. 42 Canada For the three months For the six months ended June 30, % ended June 30, % Amounts in thousands 2026 2025 Change Change 2026 2025 Change Change Gaming revenue $ 12,854 $ 12,415 $ 439 3.5% $ 24,891 $ 23,194 $ 1,697 7.3% Pari-mutuel, sports betting and iGaming revenue 2,473 2,587 (114) (4.4%) 4,375 4,486 (111) (2.5%) Hotel revenue 158 176 (18) (10.2%) 305 303 2 0.7% Food and beverage revenue 3,258 3,215 43 1.3% 6,059 5,702 357 6.3% Other revenue 1,696 1,612 84 5.2% 3,132 2,836 296 10.4% Net operating revenue 20,439 20,005 434 2.2% 38,762 36,521 2,241 6.1% Gaming expenses (2,517) (2,498) 19 0.8% (5,033) (4,759) 274 5.8% Pari-mutuel, sports betting and iGaming expenses (4,360) (4,256) 104 2.4% (7,424) (7,287) 137 1.9% Hotel expenses (70) (71) (1) (1.4%) (139) (135) 4 3.0% Food and beverage expenses (2,814) (2,840) (26) (0.9%) (5,385) (5,210) 175 3.4% Other expenses (29) (33) (4) (12.1%) (57) (62) (5) (8.1%) General and administrative expenses (4,429) (4,700) (271) (5.8%) (9,021) (9,101) (80) (0.9%) Depreciation and amortization (1,201) (1,074) 127 11.8% (2,403) (2,073) 330 15.9% Total operating costs and expenses (15,420) (15,472) (52) (0.3%) (29,462) (28,627) 835 2.9% Earnings from operations 5,019 4,533 486 10.7% 9,300 7,894 1,406 17.8% Income tax expense (440) (748) 308 41.2% (677) (964) 287 29.8% Net earnings attributable to non-controlling interests (53) (772) 719 93.1% (94) (805) 711 88.3% Net earnings attributable to Century Casinos, Inc. shareholders 1,145 599 546 91.2% 1,699 533 1,166 218.8% Adjusted EBITDAR $ 6,220 $ 5,607 $ 613 10.9% $ 11,703 $ 9,967 $ 1,736 17.4% 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. 43 The tables below provide results for the Canada reportable segment. For the three months For the six months ended June 30, % ended June 30, % Amounts in CAD, in millions 2026 2025 Change Change 2026 2025 Change Change Net operating revenue Canada 28.3 27.7 0.6 2.2% 53.4 51.4 2.0 3.9% Operating costs and expenses (1) Canada 19.7 19.9 (0.2) (1.0%) 37.3 37.4 (0.1) (0.3%) For the three months For the six months ended June 30, % ended June 30, % Amounts in USD, in millions 2026 2025 Change Change 2026 2025 Change Change Net operating revenue Canada $ 20.4 $ 20.0 $ 0.4 2.2% $ 38.7 $ 36.5 $ 2.2 6.1% Operating costs and expenses (1) Canada $ 14.2 $ 14.4 $ (0.2) (1.4%) $ 27.1 $ 26.6 $ 0.5 1.9% (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. 44 Poland For the three months For the six months ended June 30, % ended June 30, % Amounts in thousands 2026 2025 Change Change 2026 2025 Change Change Gaming revenue $ 19,637 $ 24,144 $ (4,507) (18.7%) $ 40,411 $ 44,131 $ (3,720) (8.4%) Food and beverage revenue 246 243 3 1.2% 490 468 22 4.7% Other revenue 39 322 (283) (87.9%) 133 740 (607) (82.0%) Net operating revenue 19,922 24,709 (4,787) (19.4%) 41,034 45,339 (4,305) (9.5%) Gaming expenses (12,981) (15,562) (2,581) (16.6%) (26,672) (28,663) (1,991) (6.9%) Food and beverage expenses (948) (1,004) (56) (5.6%) (1,881) (1,997) (116) (5.8%) General and administrative expenses (5,941) (6,938) (997) (14.4%) (11,926) (13,213) (1,287) (9.7%) Depreciation and amortization (711) (741) (30) (4.0%) (1,393) (1,111) 282 25.4% Total operating costs and expenses (20,581) (24,245) (3,664) (15.1%) (41,872) (44,984) (3,112) (6.9%) (Loss) earnings from operations (659) 464 (1,123) (242.0%) (838) 355 (1,193) (336.1%) Income tax expense (23) (241) 218 90.5% (430) (331) (99) (29.9%) Net loss (earnings) attributable to non-controlling interests 263 (124) 387 312.1% 417 (42) 459 1092.9% Net (loss) earnings attributable to Century Casinos, Inc. shareholders (528) 245 (773) (315.5%) (835) 81 (916) (1130.9%) Adjusted EBITDAR $ 52 $ 1,942 $ (1,890) (97.3%) $ 555 $ 2,488 $ (1,933) (77.7%) 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. For the three months For the six months ended June 30, % ended June 30, % Amounts in PLN, in millions 2026 2025 Change Change 2026 2025 Change Change Net operating revenue Poland 72.8 92.8 (20.0) (21.6%) 149.3 175.3 (26.0) (14.8%) Operating costs and expenses (1) Poland 72.6 88.3 (15.7) (17.8%) 147.2 169.8 (22.6) (13.3%) For the three months For the six months ended June 30, % ended June 30, % Amounts in USD, in millions 2026 2025 Change Change 2026 2025 Change Change Net operating revenue Poland $ 19.9 $ 24.7 $ (4.8) (19.4%) $ 41.0 $ 45.3 $ (4.3) (9.5%) Operating costs and expenses (1) Poland $ 19.9 $ 23.5 $ (3.6) (15.3%) $ 40.5 $ 43.9 $ (3.4) (7.7%) (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. 45 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. Corporate and Other For the three months For the six months ended June 30, % ended June 30, % Amounts in thousands 2026 2025 Change Change 2026 2025 Change Change General and administrative expenses (4,924) (3,133) 1,791 57.2% (8,557) (6,574) 1,983 30.2% Depreciation and amortization (20) (18) 2 11.1% (35) (36) (1) (2.8%) Total operating costs and expenses (4,944) (3,151) 1,793 56.9% (8,592) (6,610) 1,982 30.0% Loss from operations (4,944) (3,151) (1,793) (56.9%) (8,592) (6,610) (1,982) (30.0%) Income tax expense (103) (38) (65) (171.1%) (319) (214) (105) (49.1%) Net loss attributable to Century Casinos, Inc. shareholders (13,980) (12,666) (1,314) (10.4%) (26,695) (25,506) (1,189) (4.7%) Adjusted EBITDAR $ (3,463) $ (2,938) $ (525) (17.9%) $ (6,935) $ (6,088) $ (847) (13.9%) 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: For the three months For the six months ended June 30, % ended June 30, % Amounts in thousands 2026 2025 $ Change Change 2026 2025 $ Change Change Interest income $ 85 $ 273 $ (188) (68.9%) $ 221 $ 653 $ (432) (66.2%) Interest expense (25,937) (26,211) 274 1.0% (51,882) (52,247) 365 0.7% (Loss) gain on foreign currency transactions, cost recovery income and other (8) 1,040 (1,048) (100.8%) 165 1,159 (994) (85.8%) Non-operating (expense) income $ (25,860) $ (24,898) $ (962) (3.9%) $ (51,496) $ (50,435) $ (1,061) (2.1%) Interest income Interest income is primarily related to interest earned on our cash reserves. 46 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. For the three months For the six months ended June 30, ended June 30, Amounts in thousands 2026 2025 2026 2025 Interest expense - credit agreements $ 8,195 $ 8,864 $ 16,350 $ 17,656 Interest expense - VICI PropCo financing obligation 16,887 16,494 33,827 32,896 Interest expense - deferred financing costs 674 674 1,348 1,348 Interest expense - miscellaneous 181 179 357 347 Total interest expense $ 25,937 $ 26,211 $ 51,882 $ 52,247 (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: For the six months ended June 30, Amounts in thousands 2026 2025 Net cash provided by operating activities $ 7,314 $ 6,658 Net cash used in investing activities (5,831) (12,982) Net cash used in financing activities (9,289) (7,867) As of June 30, Amounts in thousands 2026 2025 Cash, cash equivalents and restricted cash (1) $ 60,470 $ 85,807 Working capital (2) $ 15,014 $ 35,062 (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. 47 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 Goldman Term Loan (1) CPL Credit Agreement CPL Credit Facility (2) Total $ 1,750 $ 129 $ 3,945 $ 5,824 (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. 48 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. For the three months ended For the six months ended June 30, June 30, Amounts in thousands 2026 2025 2026 2025 Master Lease $ 17,376 $ 14,404 $ 35,451 $ 28,731 Nugget Lease (1) 2,018 1,936 4,023 3,849 (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 Operating Leases Finance Leases $ 3,560 $ 157 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. 49 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.
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.
Read original filing text →From time to time, we may become subject to various legal proceedings arising from normal business operations. See Note 6 to our Unaudited Condensed Consolidated Financial Statements for additional information regarding legal actions and proceedings.
From time to time, we may become subject to various legal proceedings arising from normal business operations. See Note 6 to our Unaudited Condensed Consolidated Financial Statements for additional information regarding legal actions and proceedings.
Read original filing text →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 possibili…
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.
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