Century Casinos Inc. filed SEC Form 8-K: Financial Statements and Exhibits (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Introductory Note
This Amendment No. 1 amends the Original Form 8-K to include the financial statements of Rocky Gap and the pro forma financial information required by Item 9.01 of Form 8-K. The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and Rocky Gap would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the consummation of the Acquisition.
Forward-Looking Statements
All of the pro forma and other information and other statements included in this Form 8-K/A, other than historical information or statements of historical fact, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 include, but are not limited to, certain plans, expectations, goals, projections, and statements about the benefits of Rocky Gap. 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. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements including: the integration of the businesses and assets acquired; the financial performance of Rocky Gap; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the transaction; the possibility that the anticipated operating results and other benefits of the transaction are not realized when expected or at all; local risks including proximate competition, potential competition, legislative or regulatory risks, and local relationships; risks associated with increased leverage from the transaction; and other risks described in the section entitled “Risk Factors” under Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and in subsequent periodic and current SEC filings the Company may make. The Company disclaims any obligation to revise or update any forward-looking statement that may be made from time to time by it or on its behalf.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. The audited financial statements of Evitts Resort, LLC as of and for the years ended December 31, 2022 and 2021 are filed as Exhibit 99.1 and are herein incorporated by reference. The unaudited financial statements of Evitts Resort, LLC as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022 are filed as Exhibit 99.2 and are herein incorporated by reference.
(b) Pro forma financial information. The unaudited pro forma condensed consolidated combined balance sheet as of March 31, 2023 and the unaudited pro forma condensed consolidated statement of combined operations for the three months ended March 31, 2023 and year ended December 31, 2022 (collectively the “Unaudited Pro Forma Financial Statements”) are filed as Exhibit 99.3 hereto and incorporated herein by reference. The Unaudited Pro Forma Financial Statements give effect to the Acquisition and related transactions.
(d) Exhibits
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Exhibit No. |
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23.1 |
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99.1 |
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99.2 |
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99.3 |
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104 |
| Cover Page Interactive Data File, formatted in Inline XBRL |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Century Casinos, Inc.
Date: October 4, 2023
By: /s/ Margaret Stapleton
Margaret Stapleton
Chief Financial Officer