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As Of Filer Filing For·On·As Docs:Size 3/14/24 Century Casinos Inc./CO 10-K 12/31/23 127:33M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 9.67M
2: EX-21 Subsidiaries List HTML 55K
3: EX-23 Consent of Expert or Counsel HTML 34K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 51K
Awarded Compensation
11: EX-99.1 Miscellaneous Exhibit HTML 111K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
6: EX-31.3 Certification -- §302 - SOA'02 HTML 38K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 36K
9: EX-32.3 Certification -- §906 - SOA'02 HTML 36K
17: R1 Document And Entity Information HTML 107K
18: R2 Consolidated Balance Sheets HTML 182K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 54K
20: R4 Consolidated Statements Of (Loss) Earnings HTML 145K
21: R5 Consolidated Statements Of Comprehensive (Loss) HTML 72K
Income
22: R6 Consolidated Statements Of Equity HTML 87K
23: R7 Consolidated Statements Of Cash Flows HTML 159K
24: R8 Description Of Business And Basis Of Presentation HTML 109K
25: R9 Significant Accounting Policies HTML 302K
26: R10 Acquisition And Equity Investment HTML 320K
27: R11 Property And Equipment HTML 88K
28: R12 Goodwill And Intangible Assets HTML 567K
29: R13 Long-Term Debt HTML 220K
30: R14 Long-Term Financing Obligation HTML 139K
31: R15 Revenue Recognition HTML 363K
32: R16 Leases HTML 288K
33: R17 Other Balance Sheet Captions HTML 140K
34: R18 Shareholders' Equity HTML 44K
35: R19 Stock-Based Compensation HTML 301K
36: R20 Income Taxes HTML 451K
37: R21 Fair Value Measurements And Derivative Instruments HTML 48K
Reporting
38: R22 Segment And Geographic Information HTML 616K
39: R23 Commitments, Contingencies And Other Matters HTML 51K
40: R24 Transactions With Related Parties HTML 45K
41: R25 Subsequent Events HTML 40K
42: R26 Significant Accounting Policies (Policy) HTML 351K
43: R27 Description Of Business And Basis Of Presentation HTML 52K
(Tables)
44: R28 Significant Accounting Policies (Tables) HTML 247K
45: R29 Acquisition And Equity Investment (Tables) HTML 267K
46: R30 Property And Equipment (Tables) HTML 84K
47: R31 Goodwill And Intangible Assets (Tables) HTML 550K
48: R32 Long-Term Debt (Tables) HTML 171K
49: R33 Long-Term Financing Obligation (Tables) HTML 119K
50: R34 Revenue Recognition (Tables) HTML 356K
51: R35 Leases (Tables) HTML 285K
52: R36 Other Balance Sheet Captions (Tables) HTML 138K
53: R37 Stock-Based Compensation (Tables) HTML 287K
54: R38 Income Taxes (Tables) HTML 433K
55: R39 Segment And Geographic Information (Tables) HTML 602K
56: R40 Description Of Business And Basis Of Presentation HTML 185K
(Narrative) (Details)
57: R41 Description Of Business And Basis Of Presentation HTML 41K
(Schedule of Ship Operations) (Details)
58: R42 Description Of Business And Basis Of Presentation HTML 42K
(Summary Of The Time Period Casinos Closure And
Reopen With Gaming Floor Open) (Details)
59: R43 Significant Accounting Policies (Narrative) HTML 82K
(Details)
60: R44 Significant Accounting Policies (Reconciliation Of HTML 45K
Cash, Cash Equivalents, And Restricted Cash)
(Details)
61: R45 Significant Accounting Policies (Schedule Of HTML 46K
Depreciation Period Of Property And Equipment)
(Details)
62: R46 Significant Accounting Policies (Schedule Of HTML 47K
Exchange Rates To US Dollar) (Details)
63: R47 Significant Accounting Policies (Schedule Of HTML 40K
Promotional Allowances) (Details)
64: R48 Significant Accounting Policies (Schedule Of HTML 42K
Weighted Average Shares Outstanding) (Details)
65: R49 Significant Accounting Policies (Anti-Dilutive HTML 39K
Stock Options Not Included In The Calculation Of
Weighted Average Shares Outstanding) (Details)
66: R50 Acquisition And Equity Investment (Narrative) HTML 135K
(Details)
67: R51 Acquisition And Equity Investment (Schedule Of HTML 89K
Estimated Fair Values Of Assets And Liabilities)
(Details)
68: R52 Acquisition And Equity Investment (Purchase HTML 49K
Consideration Net Cash Outflow) (Details)
69: R53 Acquisition And Equity Investment (Schedule Of Pro HTML 40K
Forma Information) (Details)
70: R54 Acquisition And Equity Investment (Schedule of HTML 72K
Summarized Financial Information) (Details)
71: R55 Acquisition And Equity Investment (Changes in HTML 52K
Carrying Amount of Investment) (Details)
72: R56 Property And Equipment (Narrative) (Details) HTML 36K
73: R57 Property And Equipment (Schedule Of Property And HTML 56K
Equipment) (Details)
74: R58 Goodwill And Intangible Assets (Narrative) HTML 59K
(Details)
75: R59 Goodwill And Intangible Assets (Changes In The HTML 63K
Carrying Value Of Goodwill) (Details)
76: R60 Goodwill And Intangible Assets (Schedule Of HTML 61K
Intangible Assets) (Details)
77: R61 Goodwill And Intangible Assets (Changes In HTML 65K
Carrying Amount - Finite-Lived) (Details)
78: R62 Goodwill And Intangible Assets (Estimated HTML 72K
Amortization Expense) (Details)
79: R63 Goodwill And Intangible Assets (Changes In HTML 58K
Carrying Amount - Indefinite-Lived) (Details)
80: R64 Long-Term Debt (Narrative) (Details) HTML 282K
81: R65 Long-Term Debt (Schedule Of Long-Term Debt And HTML 65K
Weighted Average Interest) (Details)
82: R66 Long-Term Debt (Schedule Of Maturities Related To HTML 71K
Debt) (Details)
83: R67 Long-Term Financing Obligation (Narrative) HTML 76K
(Details)
84: R68 Long-Term Financing Obligation (Future Lease HTML 60K
Payments) (Details)
85: R69 Long-Term Financing Obligation (Total Payments And HTML 48K
Interest Expense) (Details)
86: R70 Revenue Recognition (Narrative) (Details) HTML 36K
87: R71 Revenue Recognition (Summary Of Derived Revenue HTML 44K
And Other Income) (Details)
88: R72 Revenue Recognition (Disaggregation Of Company's HTML 94K
Revenue From Contracts With Customers) (Details)
89: R73 Revenue Recognition (Schedule Of Contract Assets HTML 45K
And Liabilities) (Details)
90: R74 Revenue Recognition (Other Operating Revenue) HTML 44K
(Details)
91: R75 Leases (Narrative) (Details) HTML 37K
92: R76 Leases (Components Of Lease Expense) (Details) HTML 46K
93: R77 Leases (Supplemental Cash Flow Information Related HTML 43K
To Leases) (Details)
94: R78 Leases (Supplemental Balance Sheet Information HTML 71K
Related To Leases) (Details)
95: R79 Leases (Maturities Of Lease Liabilities) (Details) HTML 74K
96: R80 Other Balance Sheet Captions (Accrued Liabilities) HTML 55K
(Detail)
97: R81 Other Balance Sheet Captions (Taxes Payable) HTML 44K
(Details)
98: R82 Other Balance Sheet Captions (Taxes PayableAnd HTML 42K
Other) (Details)
99: R83 Shareholders' Equity (Narrative) (Details) HTML 39K
100: R84 Stock-Based Compensation (Narrative) (Details) HTML 106K
101: R85 Stock-Based Compensation (Stock Based Compensation HTML 65K
Plan For PSU's) (Details)
102: R86 Stock-Based Compensation (Assumptions For PSU HTML 59K
Awards) (Details)
103: R87 Stock-Based Compensation (Stock Options) (Details) HTML 84K
104: R88 Stock-Based Compensation (Stock Options HTML 59K
Outstanding And Exercisable) (Details)
105: R89 Stock-Based Compensation (Additional Information HTML 45K
Related To Stock Options) (Details)
106: R90 Stock-Based Compensation (Stock-Based Compensation HTML 42K
Expense Recognized In General And Administrative
Expenses) (Details)
107: R91 Income Taxes (Narrative) (Details) HTML 99K
108: R92 Income Taxes (US And Foreign Pre-Tax (loss) HTML 41K
Income) (Details)
109: R93 Income Taxes (Provision For Income Taxes) HTML 53K
(Details)
110: R94 Income Taxes (Reconciliation Of Effective Income HTML 67K
Tax Rate Statutory Federal Income Tax Rate)
(Details)
111: R95 Income Taxes (Deferred Tax Assets And Liabilities) HTML 93K
(Details)
112: R96 Income Taxes (Periods Subject To Examination Of HTML 53K
Tax Returns) (Details)
113: R97 Income Taxes (Deferred Tax Assets Expiration) HTML 42K
(Details)
114: R98 Income Taxes (Unrecognized Tax Benefits) (Details) HTML 47K
115: R99 Fair Value Measurements And Derivative Instruments HTML 38K
Reporting (Narrative) (Details)
116: R100 Segment And Geographic Information (Narrative) HTML 39K
(Details)
117: R101 Segment And Geographic Information (Aggregation Of HTML 67K
Operating Segments Into Reportable Segments)
(Details)
118: R102 Segment And Geographic Information (Schedule Of HTML 233K
Information By Reportable Segment) (Details)
119: R103 Commitments, Contingencies And Other Matters HTML 65K
(Narrative) (Details)
120: R104 Transactions With Related Parties (Narrative) HTML 47K
(Details)
121: R105 Subsequent Events (Narrative) (Details) HTML 46K
122: R106 Insider Trading Arrangements HTML 40K
124: XML IDEA XML File -- Filing Summary XML 243K
127: XML XBRL Instance -- cnty-20231231x10k_htm XML 9.71M
123: EXCEL IDEA Workbook of Financial Report Info XLSX 282K
13: EX-101.CAL XBRL Calculations -- cnty-20231231_cal XML 366K
14: EX-101.DEF XBRL Definitions -- cnty-20231231_def XML 1.34M
15: EX-101.LAB XBRL Labels -- cnty-20231231_lab XML 2.13M
16: EX-101.PRE XBRL Presentations -- cnty-20231231_pre XML 2.03M
12: EX-101.SCH XBRL Schema -- cnty-20231231 XSD 334K
125: JSON XBRL Instance as JSON Data -- MetaLinks 721± 1.12M
126: ZIP XBRL Zipped Folder -- 0000911147-24-000010-xbrl Zip 883K
| Exhibit 971 |
Exhibit 97.1
CENTURY CASINOS, INC.
COMPENSATION RECOVERY POLICY
Adopted September 20, 2023
The Board of Directors (the “Board”) of Century Casinos, Inc. (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”) pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Securities and Exchange Commission (“SEC”) regulations promulgated thereunder, and applicable Nasdaq Stock Market (“Nasdaq”) listing standards. Subject to and in accordance with the terms of this Policy, upon a Recoupment Event, each Covered Executive shall be obligated to return to the Company, reasonably promptly, the amount of Erroneously Awarded Compensation that was received by such Covered Executive during the Lookback Period.
This Policy will be administered by the Compensation Committee of the Board (the “Committee”). Any determinations made by the Committee will be final and binding on all affected individuals.
“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is (a) material to the previously issued financial statements (commonly referred to as a “Big R” restatement), or (b) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement).
“Covered Executive” means each of the Company’s current and former Section 16 Officers.
“Erroneously Awarded Compensation” means, with respect to each Covered Executive in connection with an Accounting Restatement, the excess of the amount of Incentive-Based Compensation received by the Covered Executive during the Lookback Period over the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (a) the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received; and (b) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
“Financial Reporting Measures” are any measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the SEC.
“Incentive-Based Compensation” is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Required Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
A “Recoupment Event” occurs when the Company is required to prepare an Accounting Restatement.
“Required Restatement Date” means the earlier to occur of: (a) the date the Company’s Board, a committee of the Board, or the officer(s) of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Section 16 Officer” is defined as an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.
“Section 409A” means Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder.
Amount Subject to Recovery
The Incentive-Based Compensation that is subject to recovery under this Policy includes such compensation that is received by a Covered Executive (i) on or after October 2, 2023 (even if such Incentive-Based Compensation was approved, awarded or granted prior to this date), (ii) after the individual began service as a Covered Executive, (iii) if the individual served as a Section 16 Officer at any time during the performance period for such Incentive-Based Compensation, and (iv) while the Company has a class of securities listed on a national securities exchange or national securities association.
The amount of Incentive-Based Compensation subject to recovery from a Covered Executive upon a Recoupment Event is the Erroneously Awarded Compensation, which amount shall be determined by the Committee.
For purposes of this Policy, Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Recovery of Erroneously Awarded Compensation
Promptly following a Recoupment Event, the Committee will determine the amount of Erroneously Awarded Compensation for each Covered Executive, and the Company will provide each such Covered Executive with a written notice of such amount and a demand for repayment or return. Upon receipt of such notice, each affected Covered Executive shall promptly repay or return such Erroneously Awarded Compensation to the Company.
If such repayment or return is not made within a reasonable time, the Company shall recover Erroneously Awarded Compensation in a reasonable and prompt manner using any lawful method determined by the Committee; provided that recovery of any Erroneously Awarded Compensation must be made in compliance with Section 409A.
Limited Exceptions
Erroneously Awarded Compensation will be recovered in accordance with this Policy unless the Committee determines that recovery would be impracticable and one of the following conditions is met:
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· |
the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, provided the Company has first made a reasonable effort to recover the Erroneously Awarded Compensation; or |
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· |
the recovery would likely cause a U.S. tax-qualified retirement plan to fail to meet the requirements of Internal Revenue Code Sections 401(a)(13) and 411(a) and the regulations thereunder. |
Reliance on either of the above exemptions will further comply with applicable listing standards, including without limitation, documenting the reason for the impracticability and providing required documentation to Nasdaq.
No Insurance or Indemnification
Neither the Company nor any of its affiliates or subsidiaries may indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation (or related expenses incurred by the Covered Executive) pursuant to a recovery of Erroneously Awarded Compensation under this Policy, nor will the Company nor any of its affiliates or subsidiaries pay or reimburse a Covered Executive for any insurance premiums on any insurance policy obtained by the Covered Executive to protect against the forfeiture or recovery of any compensation pursuant to this Policy.
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. This Policy shall be applied and interpreted in a manner that is consistent with the requirements of Rule 10D-1 and any applicable regulations, rules or standards adopted by SEC or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. In the event that this Policy does not meet the requirements of Rule 10D-1, the SEC regulations promulgated thereunder, or the rules of any national securities exchange or national securities association on which the Company’s securities are listed, this Policy shall be deemed to be amended to meet such requirements.
The Board or the Committee may amend this Policy in its discretion and shall amend this Policy as it deems necessary to comply with the regulations adopted by the SEC under Rule 10D-1 and the rules of any national securities exchange or national securities association on which the Company’s securities are listed. The Board or the Committee may terminate this Policy at any time.
Notwithstanding anything herein to the contrary, no amendment or termination of this Policy shall be effective if that amendment or termination would cause the Company to violate any federal securities laws, SEC rules or the rules of any national securities exchange or national securities association on which the Company’s securities are listed.
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar provision in any employment agreement or other compensation plan or agreement and any other legal remedies available to the Company. This Policy is in addition to any other clawback or compensation recovery, recoupment or forfeiture policy in effect or that may be adopted by the Company from time to time, or any laws, rules or listing standards applicable to the Company, including without limitation, the Company’s right to recoup compensation subject to Section 304 of the Sarbanes-Oxley Act of 2002. To the extent that application of this Policy would provide for recovery of Erroneously Awarded
Compensation that the Company recovers pursuant to another policy or provision, the amount that is recovered will be credited to the required recovery under this Policy.
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 3/14/24 | 8-K | ||
| Filed on: | 3/13/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| List all Filings | ||||