Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 8.01 of this Quarterly Report on Form 8-K
under the caption "Borrowing under Revolving Credit Facility" is incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure.
On March 18, 2020, Century Casinos, Inc. (the "Company") issued a press release
announcing that it temporarily closed its Canadian, West Virginia and Missouri
casinos on March 17, 2020 to comply with quarantines issued by governments to
contain the spread of COVID-19. The Company also announced it closed Century
Casino Bath at on March 17, 2020. A copy of the press release is being
furnished as Exhibit 99.1 to this Current Report.
The information in this Item 7.01 and Exhibit 99.1 attached hereto (i) is being
furnished and shall not be deemed "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, and (ii) shall not be incorporated
by reference into any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
Item 8.01 Other Events
Borrowing under Revolving Credit Facilities
As previously disclosed, the Company is party to a $10.0 million Revolving
Credit Facility (the "Revolving Facility"), the material terms of which are
described in the Note 7 to the Consolidated Financial Statements included in
Item 8, "Financial Statements and Supplementary Data" in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
13, 2020 (the "Form 10-K"), and incorporated by reference.
As of December 31, 2019, the Company had no outstanding borrowings under the
Revolving Facility. On March 17, 2020, the Company provided notice to the
lenders pursuant to that certain Credit Agreement, dated as of December 6, 2019
(the "Credit Agreement"), to draw down on the Revolving Facility in an amount
equal to $10.0 million, resulting in a total of $180.0 million outstanding under
the Credit Agreement. The scheduled maturity date of the Revolving Facility
is December 6, 2024. A copy of the Credit Agreement is filed as Exhibit 10.1 to
the Company's Current Report on Form 8-K filed on December 9, 2019.
The Company elected to borrow under its Revolving Facility to provide liquidity
in light of the closure of the Company's properties as a result of the spread of
COVID-19. The $10.0 million supplements the Company's approximately $51.2
million cash on hand as of February 29, 2020.
Forward-Looking Statements
This communication (including Exhibit 99.1) may contain certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act, Section 21E
of the Exchange Act, and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by words such as "expect,"
"anticipate," "believe," "intend," "estimate," "plan," "target," "goal," or
similar expressions, or future or conditional verbs such as "will," "may,"
"might," "should," "would," "could," or similar variations. These statements are
based on the beliefs and assumptions of the management of Century Casinos based
on information currently available to management. 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: statements
regarding future results of operations, including the impact of the current
coronavirus (COVID-19) pandemic on its reporting and operating segments and the
Company overall; 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, 2019 and in subsequent periodic and current SEC filings
the Company may make. Century Casinos disclaims any obligation
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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.
(d) Exhibits
Exhibit No. Description
99.1 Century Casinos, Inc. Press Release dated March 18, 2020
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