CENTURY CASINOS INC CO
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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FY2023 · Filed Mar 14, 2024
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Item 2. Properties
The following table sets forth the location, applicable reportable segment, size and description of certain types of gaming facilities at each of our casinos as of December 31, 2023:
Summary of Property Information
| Segment/Property | Year Opened / Acquired | Approximate Casino Square Footage | Acreage | Slot / Electronic Gaming Machines (#) (1) | Tables (#) (1) | Hotel Rooms(#) | Racetrack (#) |
|---|---|---|---|---|---|---|---|
| United States | |||||||
| East | |||||||
| Mountaineer Casino, Resort & Races (2) | 2019 | 72,380 | 1,528.1 | 1,052 | 26 | 357 | 1 |
| Rocky Gap Casino, Resort & Golf (2) | 2023 | 25,447 | 270.0 | 630 | 16 | 198 | — |
| Midwest | |||||||
| Century Casino Cape Girardeau (2) | 2019 | 41,530 | 19.1 | 832 | 23 | — | — |
| Century Casino Caruthersville (2)(3) | 2019 | 12,000 | 38.2 | 418 | 6 | 36 | — |
| Century Casino & Hotel - Central City | 2006 | 22,640 | 1.3 | 400 | 8 | 26 | — |
| Century Casino & Hotel - Cripple Creek | 1996 | 19,610 | 3.5 | 367 | 6 | 21 | — |
| West | |||||||
| Nugget Casino Resort (4) | 2023 | 71,200 | 25.1 | 931 | 24 | 1,382 | — |
| Subtotal | 264,807 | 1,885.3 | 4,630 | 109 | 2,020 | 1 | |
| Canada | |||||||
| Century Casino & Hotel - Edmonton (2) | 2006 | 29,225 | 6.0 | 800 | 23 | 26 | — |
| Century Casino St. Albert (2) | 2016 | 13,269 | 7.1 | 432 | 10 | — | — |
| Century Mile Racetrack and Casino (2) | 2019 | 19,407 | 100.1 | 580 | — | — | 1 |
| Century Downs Racetrack and Casino (2) | 2015 | 17,459 | 57.3 | 662 | — | — | 1 |
| Subtotal | 79,360 | 170.5 | 2,474 | 33 | 26 | 2 | |
| Poland | |||||||
| Casinos Poland (5) | 2007 | 60,025 | — | 347 | 79 | — | — |
| Total | 404,192 | 2,055.8 | 7,451 | 221 | 2,046 | 3 | |
(1)Machine and table counts are reported as the total number of machines as of December 31, 2023. In Canada, slot/electronic gaming machines include video lottery terminals.
(2)The land and buildings (as applicable) at these properties are leased under the Master Lease. For more information see “Master Lease” below.
(3)Includes The Farmstead.
(4)The land and building is owned by Smooth Bourbon. We own 50% of Smooth Bourbon.
(5)As of December 31, 2023, Casinos Poland operated five separate casinos in leased building spaces, including hotels, throughout Poland. For the locations of these casinos, see “Additional Property Information” below.
Additional Property Information
As of December 31, 2023, our subsidiaries were pledged as collateral for our obligations under our credit agreement (“Goldman Credit Agreement”) with Goldman Sachs Bank USA (“Goldman”). As of December 31, 2023, a parcel of land in Kolbaskowo, Poland owned by Casinos Poland secured a bank guarantee with mBank. See Note 6 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report.
Corporate Offices – We lease approximately 13,200 square feet of office space in Colorado Springs, Colorado and approximately 2,500 square feet of office space in Vienna, Austria for corporate and administrative purposes.
Poland –The following table summarizes information about CPL’s casinos as of December 31, 2023(1).
| City | Location | License Expiration | Number of Slots | Number of Tables |
|---|---|---|---|---|
| Warsaw | Marriott Hotel | September 2028 | 70 | 37 |
| Warsaw | Hilton Hotel (2) | June 2025 | 70 | 24 |
| Warsaw | LIM Center (2) | July 2024 | 67 | 4 |
| Krakow | Dwor Kosciuszko Hotel | May 2024 | 70 | 5 |
| Lodz | Manufaktura Entertainment Complex | June 2024 | 70 | 9 |
(1)A detailed description of the regulations applicable to CPL licenses and our ability to obtain new licenses for our locations on their expiration is contained in Exhibit 99.1 to this report, which is incorporated herein by reference.
(2)In October 2023, with approval from the Polish Minister of Finance, we exchanged the casino licenses for the LIM Center in Warsaw and the Hilton Hotel in Warsaw. The exchange of licenses extended the license for the Hilton Hotel in Warsaw from July 2024 to June 2025.
We operated casinos in Katowice, Bielsko-Biala and Wroclaw during 2023, but closed these locations in the fourth quarter of 2023 due to the expiration of the gaming licenses. We were awarded licenses at Wroclaw in December 2023 and Katowice and Bielsko-Biala in February 2024. The Bielsko-Biala casino reopened in February 2024 and we anticipate that the Katowice casino will reopen in mid-March 2024 and that the Wroclaw casino will reopen in a new location in the third quarter of 2024.
Master Lease
In December 2019, certain subsidiaries of the Company and certain subsidiaries of VICI PropCo entered into a sale and leaseback transaction in connection with the 2019 Acquisition and entered into the Master Lease to lease the real estate assets.
The Master Lease has been amended since 2019 as follows:
On December 1, 2022, an amendment provided for (i) modifications with respect to certain project work to be done by the Company related to Century Casino Caruthersville, (ii) modifications to rent under the Master Lease to provide for an increase in initial annualized rent by approximately $4.2 million after completion of the Caruthersville casino project and (iii) other related modifications.
On July 25, 2023, an amendment (i) added Rocky Gap to the Master Lease, (ii) increased initial annualized rent by approximately $15.5 million and (iii) extended the initial Master Lease term for 15 years from the date of the amendment (subject to the existing four five-year renewal options).
On September 6, 2023, an amendment (i) added the Century Canadian Portfolio to the Master Lease, (ii) increased initial annualized rent by approximately CAD 17.3 million ($13.1 million based on the exchange rate on December 31, 2023) and (iii) extended the initial Master Lease term for 15 years from the date of the amendment (subject to the existing four five year renewal options). In addition the portion of the Master Lease attributable to the Century Canadian Portfolio has a maximum 2.5% annual escalator increase.
Mountaineer, Cape Girardeau, Caruthersville, Rocky Gap and our Canadian subsidiaries are currently subject to the Master Lease.
The Master Lease provides for the lease of land, buildings, structures and other improvements on the land, easements and similar appurtenances to the land and improvements relating to the operations of the leased properties. The scheduled 2024 rent payments under the Master Lease, including a CPI increase, are approximately $52.2 million. The rent payments are subject to annual escalations during the lease term. The Master Lease has an initial term of 15 years with no purchase option. In the December 2022 amendment of the Master Lease we exercised our first five year renewal term. At our option, the Master Lease may be extended for up to three additional five year renewal terms beyond the 20 year term. The renewal terms are effective as to all, but not less than all, of the properties then subject to the Master Lease. We do not have the ability to terminate our obligations under the Master Lease prior to its expiration without the lessor’s consent.
The Master Lease has a triple-net structure, which requires us to pay substantially all costs associated with the properties, including real estate taxes, insurance, utilities, maintenance and operational costs. The Master Lease contains certain covenants, including minimum capital improvement expenditures. Century Casinos, Inc. has provided a guarantee of our subsidiaries’ obligations under the Master Lease. We account for the sale-leaseback transactions involving the Master Lease as failed sale-leasebacks, and therefore the Master Lease is accounted for as a financing obligation. For additional information regarding the Master Lease, see Note 7 to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this report.
Nugget Casino Lease
The land, building, structures and other improvements of the Nugget Casino are leased from Smooth Bourbon (the “Nugget Lease”). We own 50% of Smooth Bourbon and consolidate it as a subsidiary for which we have a controlling interest. As such the finance lease asset, finance lease liability, revenue and expense are eliminated upon consolidation and the 50% of net rental income attributable to Marnell is recorded as non-controlling interest. The rent owed to Marnell is paid through dividends to noncontrolling partners. The scheduled 2024 rent payments under the Nugget Lease attributable to Marnell are $7.0 million. The rent payments are subject to annual escalations during the lease term. The Nugget Lease has an initial term of 35 years and a purchase option if Century purchases the remaining 50% of Smooth Bourbon. At our option, the Nugget Lease may be extended for up to four additional five year renewal terms. The Nugget Lease has a triple-net structure, which requires us to pay substantially all costs associated with the property, including real estate taxes, insurance, utilities, maintenance and operational costs. The Nugget Lease contains certain covenants, including minimum capital improvement expenditure requirements. Century Casinos, Inc. has provided a guarantee of the Nugget’s obligations under the Master Lease.
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