3.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 as well as acquiring 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. CSA is a 34,500 square foot casino facility located on approximately seven acres of land that includes 382 slot machines, 11 live table games, a restaurant, a bar, a lounge and a banquet facility that can accommodate up to 175 guests.

The Company paid 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). The funds from the BMO Credit Agreement were advanced on September 30, 2016 and the Apex Acquisition was completed on October 1, 2016. The total consideration of CAD 29.9 million ($22.8 million based on the exchange rate in effect on September 30, 2016) (the “Purchase Price”) for the Apex Acquisition was reported as restricted cash on the Company’s condensed consolidated balance sheet as of September 30, 2016 and consisted of the following:

A CAD 0.6 million deposit, which was paid in two equal parts on April 25, 2016 and June 29, 2016.

CAD 26.5 million, which was paid at closing on October 1, 2016.

The remaining CAD 2.8 million of the Purchase Price remains subject to certain holdbacks in respect of the closing date working capital and other indemnities that are set forth in the purchase agreement. The holdbacks will be held in an escrow account until the completion of the closing working capital statement and the expiration of the agreed upon timelines.

CSA did not contribute any net operating revenue or net earnings attributable to Century Casinos, Inc. shareholders for the three and nine months ended September 30, 2016. The Company is currently completing the fair value assessment of the acquired operations and, as such, the fair value of assets and liabilities that will be recognized have not been disclosed in the financial statements.

Acquisition-related costs

The Company has incurred acquisition costs of approximately $0.1 million for the three and nine months ended September 30, 2016. These costs include legal and accounting fees and have been recorded as general and administrative expenses on the Company’s condensed consolidated statement of earnings.

Pro-forma results

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 proforma 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 nine months
	ended September 30,
Amounts in thousands, except for per share information	2016		2015
Net operating revenue	$	108,209	$	108,551
Net earnings attributable to Century Casinos, Inc. shareholders	$	7,012	$	12,089
Basic and diluted earnings per share	$	0.29	$	0.49