Correspondence 0000911147-24-000055 from CENTURY CASINOS INC /CO/ (CNTY) (CIK 0000911147) (CNTY)
CENTURY CASINOS INC /CO/ (CNTY) (CIK 0000911147)
Date: Aug. 20, 2024 · CIK: 0000911147 · Accession: 0000911147-24-000055
AI Filing Summary & Sentiment
File numbers found in text: 000-22900
Referenced dates: August 15, 2024
Letter
Division of Corporation Finance Definitive Proxy Statement on Schedule 14A Filed on April 29, 2024 File No. 000-22900
Dear Messrs. Fullem and Crawford:
On behalf of Century Casinos Inc. (the “Company”), below is the Company’s response to the comment of the Securities and Exchange Commission’s staff (the “Staff”) set forth in the letter from Patrick Fullem and Daniel Crawford, dated August 15, 2024 relating to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 29, 2024.
The responses herein were provided to this firm by the Company. In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response in regular type.
COMMENT RESPONSES
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 52
1.We note that you have included net (loss) earnings attributable to Century Casinos, Inc. shareholders in column (h) of your pay versus performance table in lieu of net income as required by Item 402(v)(2)(v) of Regulation S-K. Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the table. Refer to Regulation S-K
Compliance and Disclosure Interpretations Question 128D.08. Please note that you may voluntarily provide supplemental measures of net income or financial performance, so long as any additional disclosure is “clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure.” See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134 (September 8, 2022)] at Section II.F.3.
Company Response: The Company respectfully acknowledges the Staff’s comment and will modify its pay versus performance table to include net income (loss), as reported in the Company’s audited GAAP financial statements, in column (h) for all years covered by the table in future filings.
Should you have any questions, please feel free to contact me at 303-877-3383.
Respectfully,
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CORRESP 1 filename1.htm Correspondence 082024 Faegre Drinker Biddle & Reath LLP 1144 15th Street, Suite 3400 Denver, Colorado 80202 +1 303 607 3500 main +1 303 607 3600 fax By EDGAR August 20, 2024 Patrick Fullem Daniel Crawford U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re:Century Casinos, Inc. Definitive Proxy Statement on Schedule 14A Filed on April 29, 2024 File No. 000-22900 Dear Messrs. Fullem and Crawford: On behalf of Century Casinos Inc. (the “Company”), below is the Company’s response to the comment of the Securities and Exchange Commission’s staff (the “Staff”) set forth in the letter from Patrick Fullem and Daniel Crawford, dated August 15, 2024 relating to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 29, 2024. The responses herein were provided to this firm by the Company. In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response in regular type. COMMENT RESPONSES Definitive Proxy Statement on Schedule 14A Pay Versus Performance, page 52 1.We note that you have included net (loss) earnings attributable to Century Casinos, Inc. shareholders in column (h) of your pay versus performance table in lieu of net income as required by Item 402(v)(2)(v) of Regulation S-K. Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the table. Refer to Regulation S-K Compliance and Disclosure Interpretations Question 128D.08. Please note that you may voluntarily provide supplemental measures of net income or financial performance, so long as any additional disclosure is “clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure.” See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134 (September 8, 2022)] at Section II.F.3. Company Response: The Company respectfully acknowledges the Staff’s comment and will modify its pay versus performance table to include net income (loss), as reported in the Company’s audited GAAP financial statements, in column (h) for all years covered by the table in future filings. Should you have any questions, please feel free to contact me at 303-877-3383. Respectfully, FAEGRE DRINKER BIDDLE & REATH LLP /s/ Jeffrey A. Sherman Jeffrey A. Sherman cc: Erwin Haitzmann, Ph.D., Chairman of the Board and Co-Chief Executive Officer Margaret Stapleton, Chief Financial Officer