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Acquisitions | 12 Months Ended
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Dec. 31, 2021
Acquisitions [Abstract] |
Acquisitions | 3. ACQUISITIONS On December 6, 2019, the Company completed the 2019 Acquisition of the operations of the Acquired Casinos from Eldorado Resorts. Immediately prior to the 2019 Acquisition, the real estate assets underlying the Acquired Casinos were sold to an affiliate of VICI PropCo. On the closing date, certain subsidiaries of the Company and subsidiaries of VICI PropCo entered into the “Master Lease” for the three Acquired Casino properties. See Note 7 for additional information about the Master Lease. The Company paid for the 2019 Acquisition using a portion of the $180.0 million credit facility from Macquarie (see Note 6). The total consideration of $389.6 million (the “Purchase Price”) for the 2019 Acquisition was paid through the Macquarie Credit Agreement and by VICI PropCo in connection with its purchase of the real estate assets underlying the Acquired Casinos. In connection with the 2019 Acquisition, the Company made an initial payment to the seller of $110.7 million on December 6, 2019. This amount included a base price of $107.2 million plus an adjustment based on the estimated working capital of the acquired entities at closing. The Company paid $1.2 million on May 22, 2020 related to the working capital adjustment. As of December 6, 2019, the Company began consolidating the Acquired Casinos as wholly-owned subsidiaries. CCG contributed:-$73.6 million in net operating revenue and $15.3 million in net earnings attributable to Century Casinos, Inc. shareholders, respectively, for the year ended December 31, 2021; -$49.5 million in net operating revenue and ($22.8) million in net losses attributable to Century Casinos, Inc. shareholders, respectively, for the year ended December 31, 2020; and -$4.6 million in net operating revenue and $0.6 million in net earnings attributable to Century Casinos, Inc. shareholders for the year ended December 31, 2019. CCV contributed: -$49.4 million in net operating revenue and $13.1 million in net earnings attributable to Century Casinos, Inc. shareholders, respectively, for the year ended December 31, 2021; -$30.0 million in net operating revenue and ($8.5) million in net losses attributable to Century Casinos, Inc. shareholders, respectively, for the year ended December 31, 2020; and -$2.8 million in net operating revenue and $0.4 million in net earnings attributable to Century Casinos, Inc. shareholders for the year ended December 31, 2019. MTR contributed -$115.0 million in net operating revenue and $6.2 million in net earnings attributable to Century Casinos, Inc. shareholders, respectively, for the year ended December 31, 2021; -$90.2 million in net operating revenue and ($5.9) million in net losses attributable to Century Casinos, Inc. shareholders, respectively, for the year ended December 31, 2020; and -$8.7 million in net operating revenue and $0.4 million in net earnings attributable to Century Casinos, Inc. shareholders for the year ended December 31, 2019. Acquisition-related costsThe Company incurred acquisition costs of approximately $0.3 million and $5.4 million for the years ended December 31, 2020 and 2019, respectively, in connection with the 2019 Acquisition. These costs include investment banking, legal and accounting fees and have been recorded as general and administrative expenses in the Corporate and Other segment. Ancillary Agreements In connection with the 2019 Acquisition, the Company and the sellers entered into a transition services agreement, under which the sellers agreed to provide the Company with certain transitional services following the 2019 Acquisition. The agreement compensated the sellers for services following the 2019 Acquisition as performed by employees at stated hourly rates. Fees incurred under the agreement recorded as general and administrative expenses in the Corporate and Other segment amounted to $0.4 million and less than $0.1 million during the years ended December 31, 2020 and 2019, respectively, and in the United States segment amounted to $0.2 million during the year ended December 31, 2020. The sellers did not provide any services in 2021 and the Company does not anticipate any additional transitional services will be provided. Acquisition-Related ContingenciesEach of the acquired entities is a party to various legal and administrative proceedings, which have arisen in the normal course of business and relate to underlying events that occurred on or before December 6, 2019. Estimated losses have been accrued as of the 2019 Acquisition date for these proceedings in accordance with ASC Topic 450, Contingencies (“ASC 450”), which requires that an amount be accrued if the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material to the Company’s consolidated financial condition, and those estimated losses are not expected to have a material impact on its results of operations. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s consolidated financial condition or results of operations. The Company accrued $0.5 million and $0.6 million related to these contingencies to accrued liabilities on its consolidated balance sheets as of December 31, 2021 and 2020, respectively. Pro forma results (Unaudited)The following table provides unaudited pro forma information of the Company as if the 2019 Acquisition had occurred at the beginning of the earliest comparable period presented. The unaudited pro forma financial results include adjustments for transaction-related costs that are directly attributable to the 2019 Acquisition for the year ended December 31, 2019 including (i) removal of acquisition costs reported by the Company, (ii) pro forma adjustments to record the removal of interest expense related to the Company’s credit agreement with the Bank of Montreal (the “BMO Credit Agreement”), (iii) pro forma adjustments to record interest expense related to the Macquarie Credit Agreement and Master Lease, (iv) pro forma adjustments to record depreciation for assets acquired in the 2019 Acquisition, and (v) an estimated tax impact. This pro forma information is not necessarily indicative of the combined results of operations that actually would have been realized had the 2019 Acquisition been consummated during the periods for which the pro forma information is presented, or of future results. For the purposes of this table, financial information has been provided through December 31, 2019 for the Acquired Casinos and the Company. For the year endedAmounts in thousands, except for per share information December 31, 2019Net operating revenue $ 422,716Net loss attributable to Century Casinos, Inc. shareholders $ (13,588)Basic and diluted loss per share $ (0.46)

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