The sole purpose of this Amendment No. 1 (the "Amendment") to the Quarterly Report on Form 10-Q of Century Casinos, Inc. (the "Company") for the quarterly period ended March 31, 2020 that was filed with the U.S. Securities and Exchange Commission (the "SEC") on May 20, 2020 (the "Form 10-Q") is to add this Explanatory Note, which was inadvertently omitted from the Form 10-Q. As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on May 8, 2020, the filing of the Form 10-Q was delayed due to disruptions caused by the coronavirus ("COVID-19") pandemic. Between March 14, 2020 and March 17, 2020, the Company closed all of its casinos, hotels and other facilities to comply with quarantines issued by governments to contain the spread of COVID-19. The volatility in the Company's current and projected earnings triggered the need to conduct impairment assessments on its intangible and long-lived assets and goodwill. The uncertainty caused by COVID-19 complicated the analysis required in connection with such impairment assessments. The significant amount of additional time and resources needed to complete these assessments prevented the Company from filing the Form 10-Q by its May 11, 2020 due date. The Company relied on the SEC's Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465), to delay the filing of the Form 10-Q. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 1 also contains new certifications of the Company's principal executive officers and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K promulgated by the SEC under the Exchange Act, paragraphs 3, 4 and 5 of the Section 302 certifications have been omitted. In addition, because no financial statements are included in this Amendment No. 1, new certifications of the Company's principal executive officers and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment No. 1. This Amendment No. 1 does not modify or update in any way the disclosures contained in or exhibits filed or furnished with the Form 10-Q other than as set forth above. true--12-31Q120200000911147YesYes00009111472020-05-1400009111472020-01-012020-03-31xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ___________

Commission file number 0-22900

CENTURY CASINOS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

84-1271317

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903

(Address of principal executive offices, including zip code)

(719) 527-8300

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨

Accelerated Filer þ

Non-accelerated Filer ¨

Smaller Reporting Company ¨

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

1


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

29,575,962 shares of common stock, $0.01 par value per share, were outstanding as of May 14, 2020.


2


EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q of Century Casinos, Inc. (the “Company”) for the quarterly period ended March 31, 2020 that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 20, 2020 (the “Form 10-Q”) is to add this Explanatory Note, which was inadvertently omitted from the Form 10-Q. As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on May 8, 2020, the filing of the Form 10-Q was delayed due to disruptions caused by the coronavirus (“COVID-19”) pandemic.  Between March 14, 2020 and March 17, 2020, the Company closed all of its casinos, hotels and other facilities to comply with quarantines issued by governments to contain the spread of COVID-19. The volatility in the Company’s current and projected earnings triggered the need to conduct impairment assessments on its intangible and long-lived assets and goodwill. The uncertainty caused by COVID-19 complicated the analysis required in connection with such impairment assessments. The significant amount of additional time and resources needed to complete these assessments prevented the Company from filing the Form 10-Q by its May 11, 2020 due date. The Company relied on the SEC’s Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465), to delay the filing of the Form 10-Q.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications of the Company’s principal executive officers and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K promulgated by the SEC under the Exchange Act, paragraphs 3, 4 and 5 of the Section 302 certifications have been omitted. In addition, because no financial statements are included in this Amendment No. 1, new certifications of the Company’s principal executive officers and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment No. 1.

This Amendment No. 1 does not modify or update in any way the disclosures contained in or exhibits filed or furnished with the Form 10-Q other than as set forth above.

3


PART II - OTHER INFORMATION

Item 6. Exhibits

Exhibit No.

Document

3.1P

Certificate of Incorporation of Century Casinos, Inc. is hereby incorporated by reference to the Company’s Proxy Statement for the 1994 Annual Meeting of Stockholders.

3.2

Amended and Restated Bylaws of Century Casinos, Inc. is hereby incorporated by reference to Exhibit 11.14 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002.

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Co-Chief Executive Officer is hereby incorporated by reference to Exhibit 31.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 that was filed with the SEC on May 20, 2020.

31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Co-Chief Executive Officer and President is hereby incorporated by reference to Exhibit 31.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 that was filed with the SEC on May 20, 2020.

31.3

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Chief Financial Officer is hereby incorporated by reference to Exhibit 31.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 that was filed with the SEC on May 20, 2020.

31.4*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Co-Chief Executive Officer.

31.5*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Co-Chief Executive Officer and President.

31.6*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Chief Financial Officer.

32.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Co-Chief Executive Officer is hereby incorporated by reference to Exhibit 32.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 that was filed with the SEC on May 20, 2020.

32.2

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Co-Chief Executive Officer and President is hereby incorporated by reference to Exhibit 32.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 that was filed with the SEC on May 20, 2020.

32.3

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Chief Financial Officer is hereby incorporated by reference to Exhibit 32.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 that was filed with the SEC on May 20, 2020.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

P Filed on Paper

 

4


SIGNATURES

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, thereunto duly authorized.

CENTURY CASINOS, INC.

/s/ Margaret Stapleton

Chief Financial Officer

Date: May 22, 2020

 

5

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