10-Q/A

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

EX-31.4

EXHIBIT 31.4

CERTIFICATIONS

I, Erwin Haitzmann, certify that:

      1. I have reviewed this Amendment No. 1 toQuarterlyReport on Form 10-Q/Aof Century Casinos, Inc.; and

      2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by thisreport.

Date:  May 22, 2020

/s/ Erwin Haitzmann          

Erwin Haitzmann

Co-Chief Executive Officer

EX-31.5

EXHIBIT 31.5

CERTIFICATIONS

I, Peter Hoetzinger, certify that:

      1. I have reviewed thisAmendment No. 1 toQuarterly Report on Form 10-Q/A of Century Casinos, Inc.; and

      2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date:  May 22, 2020

/s/ Peter Hoetzinger

Peter Hoetzinger

President and Co-Chief Executive Officer

EX-31.6

EXHIBIT 31.6

CERTIFICATIONS

I, Margaret Stapleton, certify that:

      1. I have reviewed this Amendment No. 1 toQuarterly Report on Form 10-Q/A of Century Casinos, Inc.; and

      2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: May 22, 2020

/s/ Margaret Stapleton

Margaret Stapleton

Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 14, 2020
Document and Entity Information [Abstract]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	0-22900
Entity Registrant Name	CENTURY CASINOS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-1271317
Entity Address, Address Line One	455 E. Pikes Peak Ave.
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Colorado Springs
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80903
City Area Code	719
Local Phone Number	527-8300
Title of 12(b) Security	Common Stock, $0.01 Per Share Par Value
Trading Symbol	CNTY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		29,575,962
Amendment Flag	true
Entity Central Index Key	0000911147
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Amendment Description	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.