3. ACQUISITIONS

Apex Acquisition

On October 1, 2016, the Company’s subsidiary, Century Casino St. Albert Inc., acquired 100% of the issued and outstanding shares of Casino St. Albert Inc. (“CSAI”), Action ATM Inc. (“AAI”) and MVP Sports Bar Ltd. (“MVP”), collectively operating the Apex Casino in St. Albert, Edmonton, Canada and acquired the related land and real property held by Game Plan Developments Ltd. (the “Apex Acquisition”). The Company merged CSAI, AAI and MVP with Century Casino St. Albert Inc., the surviving company, and renamed the casino Century Casino St. Albert.

The Company paid total consideration of CAD 31.9 million ($24.3 million) for the acquisition, using additional financing from the second amended and restated credit agreement with the Bank of Montreal (the “BMO Credit Agreement”) (see Note 7).

As of October 1, 2016, the Company began consolidating Century Casino St. Albert Inc. as a wholly-owned subsidiary. CSA contributed $8.8 million in net operating revenue and $1.1 million in net earnings attributable to Century Casinos, Inc. shareholders for the year ended December 31, 2017 and $2.0 million in net operating revenue and $0.3 million in net earnings attributable to Century Casinos, Inc. shareholders for the year ended December 31, 2016.

The Company accounted for the transaction as a business combination, and accordingly, CSA’s assets of $22.4 million (including $3.1 million in cash) and liabilities of $1.7 million were included in the Company’s consolidated balance sheet at October 1, 2016. Goodwill of $3.6 million is attributable to the business expansion opportunity for the Company. The acquisition leverages the Company’s management specialties and expertise in the gaming industry, expands the Company’s casino offerings in the Edmonton market and creates operational synergies. Goodwill is not a tax deductible item for the Company.

The fair value of the assets acquired and liabilities assumed (excluding cash received) was determined to be $21.2 million as of the acquisition date. The fair value was determined using the following methods, which the Company believes provide the most appropriate indicators of fair value:

multi-period excess earnings method;

cost method;

capitalized cash flow method;

discounted cash flow method; and

direct market value approach.

Details of the purchase in the table below are based on estimated fair values of assets and liabilities as of October 1, 2016. The measurement period to make any adjustment to the fair value of the assets and liabilities recognized as a result of the acquisition ended on October 1, 2017, one year after the date of acquisition. The Company did not make any adjustments to the fair value of the assets and liabilities recognized during the year ended December 31, 2017.


Amounts in thousands
Cash	$	3,060
Accounts receivable		331
Prepaid expenses and other		136
Inventories		39
Property and equipment		9,542
Casino license		9,318
Accounts payable		(63)
Accrued liabilities		(383)
Accrued payroll		(37)
Deferred tax liability		(1,238)
Net identifiable assets acquired		20,705

Add: Goodwill		3,584
Net assets acquired	$	24,289

The following table details the purchase consideration net cash outflow.


Outflow of cash to acquire subsidiary, net of cash acquired
Cash consideration	$	24,289
Less: cash balances acquired		(3,060)
Net cash	$	21,229

Acquisition-related costs

The Company incurred acquisition costs of approximately $0.2 million for the year ended December 31, 2016 in connection with the Apex Acquisition. These costs include legal and accounting fees and have been recorded as general and administrative expenses in the Corporate Other segment.

Pro forma results (Unaudited)

The following table provides unaudited pro forma information of the Company as if the Apex Acquisition had occurred at the beginning of the earliest comparable period presented. This pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized had the acquisition been consummated during the periods for which the pro forma information is presented, or of future results.



	For the year ended December,
Amounts in thousands, except for per share information	2016		2015
	(Unaudited)		(Unaudited)
Net operating revenue	$	145,186	$	143,152
Net earnings attributable to Century Casinos, Inc. shareholders	$	10,197	$	13,103
Basic and diluted earnings per share	$	0.41	$	0.52