FULL HOUSE RESORTS INCFLLEarnings & Financial Report
Nasdaq · Consumer Discretionary · Hotels & Motels
Full House Resorts, Inc. is an American casino developer and operator based in Summerlin South, Nevada. The company currently operates five casinos. It is known for the involvement of Gulfstream Aerospace founder Allen Paulson, who was CEO from 1994 to 2000, and former Chrysler chairman Lee Iacocca, who was a major investor in the company from 1995 to 2013. Dan Lee has been CEO since late 2014.
What changed in FULL HOUSE RESORTS INC's 10-K — 2024 vs 2025
Top changes in FULL HOUSE RESORTS INC's 2025 10-K
275 paragraphs added · 295 removed · 127 edited across 7 sections
- Item 7. Management's Discussion & Analysis+13 / −149 · 1 edited
- Item 5. Market for Registrant's Common Equity+113 / −2 · 1 edited
- Item 1A. Risk Factors+88 / −78 · 72 edited
- Item 1. Business+49 / −53 · 42 edited
- Item 1C. Cybersecurity+10 / −11 · 9 edited
Item 1. Business
Business — how the company describes what it does
42 edited+7 added−11 removed27 unchanged
Item 1. Business
Business — how the company describes what it does
42 edited+7 added−11 removed27 unchanged
2024 filing
2025 filing
In addition to its riverboat-based casino, Rising Star offers a land-based pavilion with approximately 31,500 square feet of meeting and convention space; a contiguous 190-guest-room hotel; an adjacent, leased 104-guest-room hotel set on three acres; a 56-space RV park; four dining outlets; surface parking; and an 18-hole golf course on over 230 acres.
In addition to its riverboat-based casino, Rising Star offers a land-based pavilion with approximately 31,500 square feet of meeting and convention space; a contiguous 190-guest-room hotel; an adjacent, leased 104-guest-room hotel set on three acres; a 56-space RV park; four dining outlets; surface parking; and an 18-hole golf course.
American Place American Place competes against two existing casinos that primarily serve the northern suburbs of Chicago, a tribal casino in Milwaukee, and slot machines in bars (limited to six machines per bar) in many parts of Illinois. American Place is the only full-service casino in Lake County, Illinois, which has a population of approximately 709,000 residents.
American Place American Place competes against two existing casinos that primarily serve the northern suburbs of Chicago, a tribal casino in Milwaukee, and slot machines in bars (limited to six machines per bar) in many parts of Illinois. American Place is the only full-service casino in Lake County, Illinois, which has a population of approximately 719,000 residents.
The lease is secured by our interests under such lease, consisting of certain collateral (as defined and described in a security agreement), and is subordinate to both our 8.25% Senior Secured Notes due 2028 and Revolving Credit Facility. We own the personal property, including slot machines.
The lease is secured by our interests under such lease, consisting of certain collateral (as defined and described in a security agreement), and is subordinate to both our Senior Secured Notes due 2028 and Revolving Credit Facility. We own the personal property, including slot machines.
To date, none of these matters or other matters arising under environmental laws has had a material adverse effect on our business, financial condition, or results of operations; however, we cannot assure you that such matters will not have such an effect in the future. Competition The gaming industry is highly competitive.
To date, none of these matters or other matters arising under environmental laws has had a material adverse effect on our business, financial condition, or results of operations; however, we cannot assure you that such matters will not have such an effect in the future. 10 Table of Contents Competition The gaming industry is highly competitive.
“ Risk Factors – Risks Related to our Legal and Regulatory Environment ” for additional discussion. 10 Table of Contents Costs and Effects of Compliance with Environmental Laws We are subject to various federal, state and local environmental laws and regulations that govern our operations, including emissions and discharges into the environment, and the handling and disposal of hazardous and non-hazardous substances and wastes.
“ Risk Factors – Risks Related to our Legal and Regulatory Environment ” for additional discussion. Costs and Effects of Compliance with Environmental Laws We are subject to various federal, state and local environmental laws and regulations that govern our operations, including emissions and discharges into the environment, and the handling and disposal of hazardous and non-hazardous substances and wastes.
As in Colorado, we historically have contracted with outside companies to operate such skins under their own brands in exchange for a percentage of revenues, as defined in each contract, subject to annual minimum amounts. As of December 31, 2024, one of our three skins was live.
We historically have contracted with outside companies to operate such skins under their own brands in exchange for a percentage of revenues, as defined in each contract, subject to annual minimum amounts. As of December 31, 2025, one of our three skins was live.
The Hyatt Lake Tahoe is one of three AAA Four Diamond hotels in the Lake Tahoe area. Our casino’s customers consist of both locals and tourists visiting the Lake Tahoe area. Our lease currently expires on December 31, 2034, though it can be cancelled prior to its expiration on terms specified in the lease.
The Hyatt Lake Tahoe is one of two AAA Four Diamond hotels in the Lake Tahoe area. Our casino’s customers consist of both locals and tourists visiting the Lake Tahoe area. Our lease currently expires on December 31, 2034, though it can be canceled prior to its expiration on terms specified in the lease.
Rising Star Casino Resort Rising Star Casino Resort is located on the banks of the Ohio River in Rising Sun, Indiana, approximately one hour from Cincinnati, Ohio, and within two hours of Indianapolis, Indiana, and Louisville and Lexington, Kentucky.
Rising Star Casino Resort (Rising Sun, Indiana) Rising Star is located on more than 315 acres on the banks of the Ohio River in Rising Sun, Indiana, approximately one hour from Cincinnati, Ohio, and within two hours of Indianapolis, Indiana, and Louisville and Lexington, Kentucky.
Our Internet website and information contained on our Internet website are not part of this Annual Report on Form 10-K and are not incorporated by reference herein. 13 Table of Contents
Our Internet website and information contained on our Internet website are not part of this Annual Report on Form 10-K and are not incorporated by reference herein.
One of three casinos in southeastern Indiana, its closest competitors in Indiana are each approximately 15 miles away, near bridges crossing the Ohio River. There is no bridge at Rising Star, but in September 2018, we commenced a ferry boat service connecting Rising Sun, Indiana, to the populous Northern Kentucky region.
One of three casinos in southeastern Indiana, its closest competitors in Indiana are each approximately 15 miles away, near bridges crossing the Ohio River. There is no bridge at Rising Star, though we operate a ferry boat service connecting Rising Sun, Indiana, to the populous Northern Kentucky region.
The combined Bronco Billy’s / Chamonix complex offers two integrated casinos, approximately 300 luxury guest rooms, 14 additional hotel rooms located nearby, two casual dining outlets, a coffee bar, a steakhouse managed by a third-party, parking garage, rooftop pool, jewelry store, spa, and convention and meeting facilities.
The combined Chamonix/Bronco Billy’s complex offers two integrated casinos, approximately 300 luxury guest rooms, 14 additional hotel rooms located nearby, two casual dining outlets, a coffee bar, a fine-dining restaurant, parking garage, rooftop pool, jewelry store, spa, and convention and meeting facilities.
In addition to its large, modern casino, the Silver Slipper offers 129 hotel rooms or suites, an on-site sportsbook, a fine-dining restaurant, a buffet, a quick-service restaurant, a casino bar and a beachfront pool and bar. It also manages a nearby beachfront RV park.
In addition to its large, modern casino, the Silver Slipper offers 129 hotel rooms, an on-site sportsbook, a fine-dining restaurant, a buffet, a quick-service restaurant, a casino bar and a beachfront pool and bar. It also managed a nearby beachfront RV park through August 2025.
Louisiana law permits 15 riverboat casinos, one land-based casino, four casinos at racetracks, and in certain areas, a limited number of slot machines at qualifying truck stops and off-track betting parlors. The legislation permitting riverboat and truck stop casinos requires a local referendum. At this time, all licenses for riverboat casinos in Louisiana have been granted.
Louisiana law permits 15 riverboat casinos, one land-based casino, four casinos at racetracks, and in certain areas, a limited number of slot machines at qualifying truck stops and off-track betting parlors. At this time, all licenses for riverboat, land-based, and racetrack casinos in Louisiana have been granted.
We also continually assess the potential impact of growth and development opportunities, including capital investments at our existing properties, the development of new properties, and the acquisition of existing properties. Our casino properties generally operate 24 hours each day, 365 days per year.
We also continually assess the potential impact of growth and development opportunities, including capital investments at our existing properties, the development of new properties, and the acquisition of existing properties. Our casino properties generally operate 24 hours each day, 365 days per year. We also generally operate the hotel, food and beverage, and other on-site operations at our properties.
American Place is currently located in a temporary facility that we are permitted to operate until August 2027, which includes a large casino floor, a center bar, a fine-dining restaurant, two additional full-service restaurants, and two customized Airstream trailers located within the casino that serve beverages and quick meals. We are currently designing the permanent American Place casino, which is projected to be completed in 2027 and will be located adjacent to the temporary facility.
American Place is currently located in a temporary facility that we are permitted to operate until August 2027, unless further extended, and includes a large casino floor, a center bar, a fine-dining restaurant, two additional full-service restaurants, and two customized Airstream trailers located within the casino that serve beverages and quick meals. We are currently designing the permanent American Place casino, which is expected to take approximately 18 to 24 months to construct and will be located adjacent to the temporary facility.
The landlord currently has both an option to terminate the lease early with six months’ notice in the event of a significant renovation, and to purchase our leasehold interest and operating assets of the Grand Lodge Casino at a defined price based partially on earnings. 9 Table of Contents American Place (Waukegan, Illinois) American Place is located in Waukegan, Illinois, a northern suburb of Chicago.
The landlord currently has both an option to terminate the lease early with six months’ notice in the event of a significant renovation, and to purchase our leasehold interest and operating assets of the Grand Lodge Casino at a defined price based partially on earnings and the market value of such assets. 9 Table of Contents Government Regulation The gaming industry is highly regulated.
The following table presents selected information concerning our casino resort properties as of December 31, 2024: Segments and Properties Locations Midwest & South American Place * Waukegan, IL (northern suburb of Chicago) Silver Slipper Casino and Hotel (“Silver Slipper”) Hancock County, MS (near New Orleans) Rising Star Casino Resort (“Rising Star”) Rising Sun, IN (near Cincinnati) West Bronco Billy’s Casino (“Bronco Billy’s”) and Chamonix Casino Hotel (“Chamonix”) * Cripple Creek, CO (near Colorado Springs) Grand Lodge Casino (“Grand Lodge”), leased and part of the Hyatt Regency Lake Tahoe Resort, Spa and Casino Incline Village, NV (North Shore of Lake Tahoe) Stockman’s Casino (“Stockman’s”), held for sale starting August 2024 Fallon, NV (one hour east of Reno) Contracted Sports Wagering One active sports wagering website (“skin”), plus two others that are currently idle Colorado One active sports wagering website (“skin”), plus two others that are currently idle Indiana One active sports wagering website (“skin”), commenced in August 2023 Illinois __________ * The temporary American Place facility opened on February 17, 2023.
The following table presents selected information concerning our casino resort properties as of December 31, 2025: Segments and Properties Locations Midwest & South American Place Casino (“American Place”) Waukegan, IL (northern suburb of Chicago) Silver Slipper Casino and Hotel (“Silver Slipper”) Hancock County, MS (near New Orleans) Rising Star Casino Resort (“Rising Star”) Rising Sun, IN (near Cincinnati) West* Chamonix Casino Hotel (“Chamonix”) and Bronco Billy’s Casino (“Bronco Billy’s”) Cripple Creek, CO (near Colorado Springs) Grand Lodge Casino (“Grand Lodge”), leased and part of the Hyatt Regency Lake Tahoe Resort, Spa and Casino Incline Village, NV (North Shore of Lake Tahoe) Contracted Sports Wagering Three idle sports wagering websites (“skins”) Colorado One active sports wagering website (“skin”), plus two others that are currently idle Indiana One active sports wagering website (“skin”) Illinois __________ * On April 1, 2025, we completed our sale of Stockman’s Casino. We manage our casinos based primarily on geographic regions within the United States and type of income.
Of such casinos, only one is not currently in operation and is not located near our Silver Slipper facility. Mississippi does not have a limitation on the number of casino licenses, but requires casinos to be within approximately 800 feet of the Mississippi River shoreline or the Gulf of Mexico, as defined by state law.
Mississippi does not have a limitation on the number of casino licenses, but requires casinos to be within approximately 800 feet of the Mississippi River shoreline or the Gulf of Mexico, as defined by state law.
Silver Slipper Casino and Hotel Silver Slipper is in Mississippi, but is close to the North Shore of Lake Pontchartrain, one of the most affluent and fastest-growing regions in Louisiana.
Including areas neighboring Lake County, we estimate that American Place is the closest casino to more than one million individuals. Silver Slipper Casino and Hotel Silver Slipper is in Mississippi, but is close to the North Shore of Lake Pontchartrain, one of the most affluent and fastest-growing regions in Louisiana.
It occupies a significant portion of the key city block of Cripple Creek’s “casino strip.” Chamonix was opened in phases, beginning in December 2023 and completing in October 2024.
Its secondary market, the Denver metropolitan area, has a population of approximately four million people. It occupies a significant portion of the key city block of Cripple Creek’s “casino strip.” Chamonix was opened in phases, between December 2023 and October 2024.
We have an option to buy out the lease at any time for $30 million. If we do so prior to the opening of the permanent American Place facility, then we must continue to pay rent due to the City of Waukegan under this lease until the permanent casino is open. Government Regulation The gaming industry is highly regulated.
If we do so prior to the opening of the permanent American Place facility, then we must continue to pay rent due to the City of Waukegan under this lease until the permanent casino is open.
Its customers are primarily from the Colorado Springs/Pueblo/Cañon City metropolitan area, the second-largest metropolitan area in Colorado, with a population of approximately one million people. Its secondary market, the Denver metropolitan area, has a population of approximately four million people.
The properties are located in Cripple Creek, Colorado, a historical gold mining town located approximately one hour from Colorado Springs and two hours from Denver. Its customers are primarily from the Colorado Springs/Pueblo/Cañon City metropolitan area, the second-largest metropolitan area in Colorado, with a population of approximately one million people.
Intellectual Property We use a variety of trademarks, patents and copyrights in our operations and believe that we have all the licenses necessary to conduct our continuing operations. We have registered several trademarks with the United States Patent and Trademark Office or otherwise acquired the licenses to use certain trademarks, patents and copyrights that are material to conduct our business.
Intellectual Property We use a variety of trademarks, patents and copyrights in our operations and believe that we have all the licenses necessary to conduct our continuing operations.
The property sits at the western end of an approximately eight-mile-long white sand beach, the closest such beach to the New Orleans and Baton Rouge metropolitan areas. Its customers are primarily from communities in southwestern Mississippi and southern Louisiana, including the North Shore of Lake Pontchartrain and the New Orleans and Baton Rouge metropolitan areas.
Its customers are primarily from communities in southwestern Mississippi and southern Louisiana, including the North Shore of Lake Pontchartrain and the New Orleans and Baton Rouge metropolitan areas.
Waukegan is the county seat of Lake County, which has a population of approximately 709,000. According to the U.S. Census Bureau, Lake County is the third most populous county in the state, and one of the wealthier counties in both Illinois and the United States.
Census Bureau, Lake County is the third most populous county in the state, and one of the wealthier counties in both Illinois and the United States.
Our casino properties had 1,670 full-time and 325 part-time employees, as follows: December 31, 2024 Employee Count by Property / Location Full-time Part-time Silver Slipper Casino and Hotel 424 60 American Place 552 85 Rising Star Casino Resort 208 83 Bronco Billy’s / Chamonix Casino Hotel 365 70 Grand Lodge Casino 67 16 Stockman’s Casino 54 11 Corporate 15 — Total Employees 1,685 325 We believe that our relationship with our employees is excellent.
Our casino properties had 1,557 full-time and 274 part-time employees, as follows: December 31, 2025 Employee Count by Property / Location Full-time Part-time American Place 572 68 Silver Slipper 399 50 Chamonix / Bronco Billy’s 303 54 Rising Star 218 87 Grand Lodge 65 15 Corporate 16 — Total Employees 1,573 274 We believe that our relationship with our employees is excellent.
We currently operate seven casinos: six on real estate that we own or lease, and one located within a hotel owned by a third party. Additionally, we benefit from seven permitted sports wagering skins – three in Colorado, three in Indiana, and one in Illinois.
Headquartered in Las Vegas, Nevada, we have operations domestically in Nevada, Colorado, Illinois, Indiana, and Mississippi. We currently operate six casinos: five on real estate that we own or lease, and one located within a hotel owned by a third party.
The primary lease for the Silver Slipper includes approximately 38 acres, consisting of the seven-acre parcel on which the casino and hotel is situated and approximately 31 acres of protected marshlands. The lease term ends in April 2058. Through October 1, 2027, we have the option to buy out the lease.
Such RV park is now independently operated by its owner. 8 Table of Contents The primary lease for the Silver Slipper includes approximately 38 acres, consisting of the seven-acre parcel on which the casino and hotel is situated and approximately 31 acres of protected marshlands. The lease term ends in April 2058.
The permanent American Place is slated to include a world-class casino with a state-of-the-art sports book, a premium boutique hotel comprised of 20 luxurious villas, assorted eateries and bars, and other amenities designed to attract gaming and non-gaming patrons from throughout Chicagoland and beyond. American Place is located on approximately 42 acres of land, consisting of approximately 10 acres of owned land and an adjoining approximately 32 acres that are under a 99-year lease with the City of Waukegan.
The permanent American Place is slated to include a world-class casino with a state-of-the-art sports book, assorted eateries and bars, and other amenities designed to attract gaming and non-gaming patrons from throughout Chicagoland and beyond.
In addition to its casino, Stockman’s offers a bar, fine-dining restaurant and coffee shop. On August 28, 2024, we entered into an agreement with a privately-owned company to sell Stockman’s for total gross proceeds of $9.2 million, plus certain expected working capital adjustments at closing. We closed on the sale of Stockman’s real property in September 2024.
Operating Properties On August 28, 2024, we entered into an agreement with a privately-owned company to sell Stockman’s for total gross proceeds of $9.2 million in two phases: the sale of Stockman’s real property closed in September 2024, while the sale of certain remaining operating assets and related liabilities closed in April 2025.
As of December 31, 2024, one of our three skins was live. 8 Table of Contents Rising Star Casino Resort (Rising Sun, Indiana) Rising Star is located on the banks of the Ohio River in Rising Sun, Indiana, approximately one hour from Cincinnati, Ohio, and within two hours of Indianapolis, Indiana, and Louisville and Lexington, Kentucky.
Chamonix is significantly larger and we believe higher in quality than any of the other existing casinos in Cripple Creek. 11 Table of Contents Rising Star Casino Resort Rising Star Casino Resort is located on the banks of the Ohio River in Rising Sun, Indiana, approximately one hour from Cincinnati, Ohio, and within two hours of Indianapolis, Indiana, and Louisville and Lexington, Kentucky.
Our customer loyalty programs include the Slipper Rewards Club, the Bronco Billy’s / Chamonix Mile High Rewards Club, the Rising Star VIP Club, the Grand Lodge Players Advantage Club, the Stockman’s Winner’s Club, and American Place’s Legacy Rewards.
We also maintain websites to inform customers about our properties and utilize social media sites to promote our brands, unique events, and special deals. Our customer loyalty programs include the Slipper Rewards Club, the Chamonix/Bronco Billy’s Mile High Rewards Club, the Rising Star VIP Club, the Grand Lodge Players Advantage Club, and American Place’s Legacy Rewards.
Downtown Denver and Colorado Springs are approximately 70 miles apart and certain suburbs of each metropolitan area largely merge into the other. Two Native American gaming operations also exist in southwestern Colorado and there are tribal casinos in Oklahoma, but these are much further from Colorado Springs and Denver than Cripple Creek.
Two Native American gaming operations also exist in southwestern Colorado and there are tribal casinos in Oklahoma, but these are much further from Colorado Springs and Denver than Cripple Creek. There are no federally-recognized Native American tribes in the Colorado Front Range, which includes Denver and Colorado Springs.
There are occasionally proposals to relocate casinos within Louisiana or to develop new casinos in Mississippi, but there are considerable political and economic constraints on such potential competition. 11 Table of Contents Bronco Billy’s Casino / Chamonix Casino Hotel Bronco Billy’s and Chamonix are located in Cripple Creek, Colorado, which is a historical gold mining town located less than one hour from Colorado Springs, on the west side of Pikes Peak.
Chamonix Casino Hotel / Bronco Billy’s Casino Chamonix and Bronco Billy’s are located in Cripple Creek, Colorado, which is a historical gold mining town located less than one hour from Colorado Springs, on the west side of Pikes Peak. Cripple Creek is one of only three locations in Colorado where commercial gaming is permitted.
Cripple Creek is one of only three locations in Colorado where commercial gaming is permitted. The other two locations are in cities that adjoin each other and are approximately one hour west of Denver and two hours from Colorado Springs.
The other two locations are in cities that adjoin each other and are approximately one hour west of Denver and two hours from Colorado Springs. Downtown Denver and Colorado Springs are approximately 70 miles apart and certain suburbs of each metropolitan area largely merge into the other.
Rising Star also competes with a large land-based casino near Louisville; casinos in Ohio (including in downtown Cincinnati) and elsewhere in Indiana; and slot parlors associated with racetracks in Kentucky. A significant slot parlor associated with a racetrack opened in Northern Kentucky in September 2022.
Rising Star also competes with a large land-based casino near Louisville; casinos in Ohio (including in downtown Cincinnati) and elsewhere in Indiana; and slot parlors associated with racetracks in Kentucky. Grand Lodge Casino Grand Lodge is located in Incline Village, Nevada, and is one of three casinos located within a five-mile radius in the North Lake Tahoe area.
Bronco Billy’s Casino / Chamonix Casino Hotel (Cripple Creek, Colorado) Bronco Billy’s and Chamonix are two integrated and adjoining casinos, and are operated by our management team as a single entity. The properties are located in Cripple Creek, Colorado, a historical gold mining town located approximately one hour from Colorado Springs and two hours from Denver.
Through October 1, 2027, we have the option to buy out the lease. Chamonix Casino Hotel / Bronco Billy’s Casino (Cripple Creek, Colorado) Chamonix and Bronco Billy’s are two integrated and adjoining casinos, operated by our management team as a single entity.
Including areas neighboring Lake County, we estimate that American Place is the closest casino to more than one million individuals. 12 Table of Contents Marketing Our marketing efforts are conducted through various means, including our customer loyalty programs and specialized marketing campaigns, such as our seasonal “Christmas Casino” event at Rising Star Casino Resort.
Marketing Our marketing efforts are conducted through various means, including our customer loyalty programs and specialized marketing campaigns, such as our seasonal “Christmas Casino” event at Rising Star Casino Resort. We advertise through various channels, including radio, television, Internet, billboards, newspapers and magazines, direct mail, email and social media.
We continue to operate the business under a leaseback agreement with the new owners for use of their facilities until the second closing of the Stockman’s sale, which is expected to occur in the first half of 2025. See Note 3 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” for details.
Accordingly, as of April 1, 2025, we no longer own or operate Stockman’s, and its disposition is not expected to have a major effect on our operations or financial results. See Note 3 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” for details.
At Grand Lodge, the landlord of the Hyatt Regency Lake Tahoe Resort, Spa and Casino (“Hyatt Lake Tahoe”) manages the adjoining hotel, as well as the food and beverage outlets. Operating Properties Silver Slipper Casino and Hotel (Hancock County, Mississippi) The Silver Slipper is the western-most casino on the Mississippi Gulf Coast, midway between Biloxi, Mississippi and New Orleans, Louisiana.
Additionally, we operate a golf course, recreational vehicle park (“RV park”) and ferry service at Rising Star and an RV park at Silver Slipper (through August 2025). At Grand Lodge, the landlord of the Hyatt Regency Lake Tahoe Resort, Spa and Casino (“Hyatt Lake Tahoe”) manages the adjoining hotel, as well as the food and beverage outlets.
There are no federally-recognized Native American tribes in the Colorado Front Range, which includes Denver and Colorado Springs. As of December 31, 2024, Bronco Billy’s and Chamonix were two of 10 gaming facilities operating in Cripple Creek. Chamonix is significantly larger and higher in quality than any of the existing casinos in Cripple Creek.
As of December 31, 2025, Chamonix and Bronco Billy’s were two of 10 gaming facilities operating in Cripple Creek.
We continue to operate the business under a leaseback agreement with the new owners for use of their facilities until the second closing of the Stockman’s sale, which is expected to occur in the first half of 2025. In October 2024, we completed the phased opening of Chamonix, our newest property, located adjacent to our existing Bronco Billy’s Casino.
In October 2024, we completed the phased opening of Chamonix, our newest property, located adjacent to our existing Bronco Billy’s Casino. In April 2025, we completed the sale of Stockman’s Casino (“Stockman’s”) to a privately-owned company. In July 2025, we agreed with an operator to extend its use of our active sports wagering skin in Indiana through December 2031, and such operator fully prepaid its remaining term for the Indiana skin.
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Other companies currently operate the active online sports wagering websites under their brands, paying us a percentage of revenues, as defined, subject to annual minimum amounts. In February 2023, we opened our temporary American Place facility, which we are permitted to operate until August 2027.
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Additionally, we currently benefit from two active sports wagering websites (referred to as skins), one in Indiana and one in Illinois. In February 2023, we opened our temporary American Place facility. We have begun the design work for the permanent gaming facility that we plan to build on adjoining land.
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We have begun the design work for the permanent gaming resort facility that we plan to build on adjoining land. In August 2024, we entered into an agreement to sell Stockman’s to a privately owned company. We closed on the sale of Stockman’s real property in September 2024.
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American Place (Waukegan, Illinois) American Place is located in Waukegan, Illinois, a northern suburb of Chicago. Waukegan is the county seat of Lake County, which has a population of approximately 719,000. According to the U.S.
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Chamonix opened in phases between December 2023 and October 2024. We manage our casinos based primarily on geographic regions within the United States and type of income. Our corporate headquarters is in Las Vegas, Nevada.
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American Place is located on approximately 42 acres of land, consisting of approximately 10 acres of owned land and approximately 32 adjoining acres that are under a 99-year lease with the City of Waukegan. We have an option to buy out the lease at any time for $30 million.
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We also generally operate the hotel, food and beverage, and other on-site operations at our properties, although the steakhouse at Chamonix is operated by a third party. Additionally, we operate a golf course, recreational vehicle park (“RV park”) and ferry service at Rising Star and an RV park at Silver Slipper.
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Silver Slipper Casino and Hotel (Hancock County, Mississippi) The Silver Slipper is the western-most casino on the Mississippi Gulf Coast, midway between Biloxi, Mississippi and New Orleans, Louisiana. The property sits at the western end of an approximately eight-mile-long white sand beach, the closest such beach to the New Orleans and Baton Rouge metropolitan areas.
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We are allowed to offer online sports wagering through three sports “skins” in Colorado. Rather than operate these sports skins ourselves, we historically have contracted with outside companies to operate such skins under their own brands in exchange for a percentage of revenues, as defined in each contract, subject to annual minimum amounts paid to us.
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We are allowed to offer online sports wagering through three sports “skins” in Colorado. As of December 31, 2025, our three Colorado skins were idle.
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Stockman’s Casino (Fallon, Nevada) Stockman’s is located in Churchill County, Nevada, approximately one hour from Reno, Nevada. Stockman’s primarily serves the local market of Fallon and surrounding areas, including the nearby Fallon Naval Air Station, which is the Navy’s premier air training facility, informally referred to as the “Top Gun” school.
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There are occasionally proposals to relocate casinos within Louisiana or to develop new casinos in Mississippi, but there are considerable political and economic constraints on such potential competition.
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Stockman’s Casino Stockman’s Casino is the largest of several casinos in Churchill County, Nevada, which has a population of approximately 26,000 residents. Churchill County is also the home of the Fallon Naval Air Station, the United States Navy’s premier air training facility, informally referred to as the “Top Gun” school.
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We have registered several trademarks with the United States Patent and Trademark Office or otherwise acquired the licenses to use certain trademarks, patents and copyrights that are material to conduct our business. 12 Table of Contents Employees As of December 31, 2025, we had 16 full-time corporate employees. We had three executive officers and three additional senior management employees.
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While the Navy appears to be expanding its base in Fallon, a reduction of its activities at the base would likely have an adverse effect on Stockman’s results of operations. Fallon is approximately 30 minutes east of the large Tesla battery factory and other developments in the Tahoe-Reno Industrial Center.
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Stockman’s also competes with casinos in other rural communities in the area, as well as with casinos in Reno, some of which are significantly larger and offer more amenities. Grand Lodge Casino Grand Lodge is located in Incline Village, Nevada, and is one of three casinos located within a five-mile radius in the North Lake Tahoe area.
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We advertise through various channels, including radio, television, Internet, billboards, newspapers and magazines, direct mail, email and social media. We also maintain websites to inform customers about our properties and utilize social media sites to promote our brands, unique events, and special deals.
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Employees As of December 31, 2024, we had 15 full-time corporate employees. We had four executive officers and three additional senior management employees.
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
72 edited+16 added−6 removed183 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
72 edited+16 added−6 removed183 unchanged
2024 filing
2025 filing
In projects where we team up with a joint venture partner, if we cannot reach agreement with such partners, or our relationships otherwise deteriorate, we could face significant increased costs and delays. Local opposition can delay or increase the anticipated cost of a project. Finally, given the competitive nature of these types of limited license opportunities, litigation is possible.
In projects where we may team up with a joint venture partner, if we cannot reach agreement with such partners, or our relationships otherwise deteriorate, we could face significant increased costs and delays. Local opposition can delay or increase the anticipated cost of a project. Finally, given the competitive nature of these types of limited license opportunities, litigation is possible.
If there is a prolonged disruption at our properties due to natural disasters, terrorist attacks or other catastrophic events, our results of operations and financial condition could be materially adversely affected. Several of our properties, including Silver Slipper, Chamonix, Bronco Billy’s and Rising Star, are accessed by our customers via routes that have few alternatives.
If there is a prolonged disruption at our properties due to natural disasters, terrorist attacks or other catastrophic events, our results of operations and financial condition could be materially adversely affected. Several of our properties, including Silver Slipper, our Chamonix/Bronco Billy’s complex and Rising Star, are accessed by our customers via routes that have few alternatives.
The restrictions that are imposed include, among other obligations, limitations on our and our subsidiaries’ ability to: ● incur additional debt and guarantee indebtedness; ● make payments on subordinated obligations; ● make dividends or distributions and repurchase stock; ● make investments; ● enter into transactions with affiliates; ● grant liens on our property to secure debt; ● sell assets or enter into mergers or consolidations; ● sell equity interest in our subsidiaries; ● make capital expenditures; or ● amend or modify our subordinate indebtedness without obtaining certain consents from the holders of our indebtedness. These restrictions could adversely affect our ability to: ● obtain additional financing for our operations; ● make needed capital expenditures; ● make strategic acquisitions or investments or enter into alliances; ● withstand a continued and sustained downturn in our business or the economy in general; ● engage in business activities, including future opportunities, that may be in our interest; and ● plan for or react to market conditions or otherwise execute our business strategies. Our ability to comply with the covenants under the indenture, the Credit Facility, or in any instrument governing future indebtedness, may be affected by general economic conditions, industry conditions, and other events beyond our control, including delays in the completion of new projects under construction.
The restrictions that are imposed include, among other obligations, limitations on our and our subsidiaries’ ability to: ● incur additional debt and guarantee indebtedness; ● make payments on subordinated obligations; ● make dividends or distributions and repurchase stock; ● make investments; ● enter into transactions with affiliates; ● grant liens on our property to secure debt; ● sell assets or enter into mergers or consolidations; ● sell equity interest in our subsidiaries; ● make capital expenditures; or ● amend or modify our subordinate indebtedness without obtaining certain consents from the holders of our indebtedness. 25 Table of Contents These restrictions could adversely affect our ability to: ● obtain additional financing for our operations; ● make needed capital expenditures; ● make strategic acquisitions or investments or enter into alliances; ● withstand a continued and sustained downturn in our business or the economy in general; ● engage in business activities, including future opportunities, that may be in our interest; and ● plan for or react to market conditions or otherwise execute our business strategies. Our ability to comply with the covenants under the indenture, the Credit Facility, or in any instrument governing future indebtedness, may be affected by general economic conditions, industry conditions, and other events beyond our control, including delays in the completion of new projects under construction.
Our development and expansion projects are exposed to significant risks, including: ● shortage of materials, including due to supply chain issues that are beyond our control; ● shortage of skilled labor or work stoppages; ● unforeseen construction scheduling, engineering, excavation, environmental or geological problems; ● increases in the cost of steel and other raw materials for construction, driven by inflation, U.S. tariffs on imports, demand, higher labor and construction costs and other factors, may cause price increases beyond those anticipated in the budgets for our development projects; ● natural disasters, hurricanes, weather interference, changes in river levels, floods, fires, earthquakes, the impacts of pandemics, or other casualty losses or delays; ● unanticipated cost increases or delays in completing the project; ● delays in obtaining, or inability to obtain or maintain, necessary licenses or permits; ● lack of sufficient funds, or delays in the availability of, financing; ● changes to plans or specifications; ● performance by contractors and subcontractors; ● disputes with contractors; ● mechanic’s liens on real property collateral that may have priority over the liens securing our indebtedness; ● personal injuries to workers and other persons; ● structural heights and the use of cranes; ● disruption of our operations caused by diversion of management’s attention to new development projects and construction at our existing properties; ● potential remediation of environmental contamination at our proposed construction sites, which may prove more difficult or expensive than anticipated in our construction budgets; ● failure to obtain and maintain necessary gaming regulatory approvals and licenses, or failure to obtain such approvals and licenses on a timely basis; ● requirements or government-established “goals” concerning union labor or requiring that a portion of the project expenditures be through companies controlled by specific ethnic or gender groups, goals that may not be obtainable, or may only be obtainable at additional project cost; and ● other unanticipated circumstances or cost increases. The occurrence of any of the foregoing could increase the total costs of a project, or delay or prevent its construction, development, expansion or opening.
Our development and expansion projects are exposed to significant risks, including: ● shortage of materials, including due to supply chain issues that are beyond our control; ● shortage of skilled labor or work stoppages; ● unforeseen construction scheduling, engineering, excavation, environmental or geological problems; ● increases in the cost of steel and other raw materials for construction, driven by inflation, U.S. tariffs on imports, changes in trade policies, demand, higher labor and construction costs and other factors, may cause price increases beyond those anticipated in the budgets for our development projects; ● natural disasters, hurricanes, weather interference, changes in river levels, floods, fires, earthquakes, the impacts of pandemics, or other casualty losses or delays; ● unanticipated cost increases or delays in completing the project; ● delays in obtaining, or inability to obtain or maintain, necessary licenses or permits; ● lack of sufficient funds, or delays in the availability of, financing; ● changes to plans or specifications; ● performance by contractors and subcontractors; ● disputes with contractors; ● mechanic’s liens on real property collateral that may have priority over the liens securing our indebtedness; ● personal injuries to workers and other persons; ● structural heights and the use of cranes; ● disruption of our operations caused by diversion of management’s attention to new development projects and construction at our existing properties; ● potential remediation of environmental contamination at our proposed construction sites, which may prove more difficult or expensive than anticipated in our construction budgets; ● failure to obtain and maintain necessary gaming regulatory approvals and licenses, or failure to obtain such approvals and licenses on a timely basis; ● requirements or government-established “goals” concerning union labor or requiring that a portion of the project expenditures be through companies controlled by specific ethnic or gender groups, goals that may not be obtainable, or may only be obtainable at additional project cost; and ● other unanticipated circumstances or cost increases. 21 Table of Contents The occurrence of any of the foregoing could increase the total costs of a project, or delay or prevent its construction, development, expansion or opening.
While we enter into license, confidentiality, and non-disclosure agreements to attempt to limit access to, and distribution of, proprietary and confidential information, it is possible that: ● some or all of our confidentiality and non-disclosure agreements will not be honored; ● disputes concerning the ownership of intellectual property will arise with our strategic partners, users or others; ● unauthorized disclosure or use of our intellectual property, including know-how or trade secrets, will occur; ● we will be unable to successfully enforce our trademark or copyright rights; or ● contractual provisions may not be enforceable. There can be no assurance that we will be successful in protecting our intellectual property rights or that we will become aware of third-party infringements that might be occurring.
While we enter into license, confidentiality, and non-disclosure agreements to attempt to limit access to, and distribution of, proprietary and confidential information, it is possible that: 19 Table of Contents ● some or all of our confidentiality and non-disclosure agreements will not be honored; ● disputes concerning the ownership of intellectual property will arise with our strategic partners, users or others; ● unauthorized disclosure or use of our intellectual property, including know-how or trade secrets, will occur; ● we will be unable to successfully enforce our trademark or copyright rights; or ● contractual provisions may not be enforceable. There can be no assurance that we will be successful in protecting our intellectual property rights or that we will become aware of third-party infringements that might be occurring.
Delays in opening new or upgraded facilities could lead to increased costs and delays in receiving anticipated revenues with respect to such facilities and could have a material adverse effect on our business, financial condition and results of operations. 23 Table of Contents We may face disruption and other difficulties in integrating and managing facilities we have recently developed or acquired, or may develop or acquire in the future.
Delays in opening new or upgraded facilities could lead to increased costs and delays in receiving anticipated revenues with respect to such facilities and could have a material adverse effect on our business, financial condition and results of operations. 22 Table of Contents We may face disruption and other difficulties in integrating and managing facilities we have recently developed or acquired, or may develop or acquire in the future.
Our casinos and contracted sport wagering businesses compete with other forms of gaming, such as casinos, racetracks, state-sponsored lotteries, sweepstakes, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, sports books at sports stadiums, illegal slot machines and skill games, fantasy sports and internet or mobile-based gaming platforms, including online gaming and sports betting.
Our casinos and contracted sport wagering businesses compete with other forms of gaming, such as casinos, racetracks, state-sponsored lotteries, sweepstakes, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, sports books at sports stadiums, illegal slot machines and skill games, predictive markets, fantasy sports and internet or mobile-based gaming platforms, including online gaming and sports betting.
The operation of our ferry boat is subject to various inherent risks, including: ● catastrophic marine disasters and accidents; ● adverse weather conditions or natural disasters; ● mechanical failure or equipment damage; ● hazardous substance spills; and ● navigation and human errors. 17 Table of Contents The occurrence of any of these events may result in, among other things, damage to or loss of our ferry boat, damage to other vessels and the environment, loss of revenues, short-term or long-term interruption of ferry boat service, termination of our regulatory permission to operate, fines, penalties or other restrictions on conducting business, damage to our reputation and customer relationships, and death or injury to personnel and passengers.
The operation of our ferry boat is subject to various inherent risks, including: ● catastrophic marine disasters and accidents; ● adverse weather conditions or natural disasters; ● mechanical failure or equipment damage; ● hazardous substance spills; and ● navigation and human errors. The occurrence of any of these events may result in, among other things, damage to or loss of our ferry boat, damage to other vessels and the environment, loss of revenues, short-term or long-term interruption of ferry boat service, termination of our regulatory permission to operate, fines, penalties or other restrictions on conducting business, damage to our reputation and customer relationships, and death or injury to personnel and passengers.
Further, the perception that such securities might be exercised could adversely affect the trading price of our shares of common stock. During the time that such securities are outstanding, they may adversely affect the terms on which we could obtain additional capital. Item 1B. Unresolved Staff Comments. Not applicable. 34 Table of Contents
Further, the perception that such securities might be exercised could adversely affect the trading price of our shares of common stock. During the time that such securities are outstanding, they may adversely affect the terms on which we could obtain additional capital. Item 1B. Unresolved Staff Comments. Not applicable. 33 Table of Contents
Risks from regional conditions include the following: ● regional economic conditions; ● regional competitive conditions, including legalization or expansion of gaming in Mississippi, Colorado, Indiana, Nevada, Illinois or in neighboring states; ● allowance of new types of gaming, such as the introduction of online sports wagering or Internet gaming; ● reduced land or air travel due to increasing fuel costs or transportation disruptions; and, ● vulnerability to regional economic downturns in the markets in which we operate. 15 Table of Contents Some of our operations are located on leased property.
Risks from regional conditions include the following: ● regional economic conditions; ● regional competitive conditions, including legalization or expansion of gaming in Mississippi, Colorado, Indiana, Nevada, Illinois or in neighboring states; ● allowance of new types of gaming, such as the introduction of online sports wagering or Internet gaming; ● reduced land or air travel due to increasing fuel costs or transportation disruptions; and, ● vulnerability to regional economic downturns in the markets in which we operate. Some of our operations are located on leased property.
Inability to protect our intellectual property rights could have a material adverse effect on our prospects, business, financial condition or results of operations. 20 Table of Contents Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others and any such infringements, including those that are inadvertent, may have a material adverse effect on our business. The industries in which we compete have many participants that own, or claim to own, intellectual property, including participants that own intellectual property similar to our own, and proprietary rights for technologies similar to those used or licensed by us.
Inability to protect our intellectual property rights could have a material adverse effect on our prospects, business, financial condition or results of operations. Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others and any such infringements, including those that are inadvertent, may have a material adverse effect on our business. The industries in which we compete have many participants that own, or claim to own, intellectual property, including participants that own intellectual property similar to our own, and proprietary rights for technologies similar to those used or licensed by us.
In addition, because we cannot accurately predict the outcome of any action, it is possible that, as a result of current and/or future litigation, we will be subject to adverse judgments or settlements that could significantly reduce our earnings or result in losses. Our ferry boat service is highly regulated, which can adversely affect our operations.
In addition, because we cannot accurately predict the outcome of any action, it is possible that, as a result of current and/or future litigation, we will be subject to adverse judgments or settlements that could significantly reduce our earnings or result in losses. 30 Table of Contents Our ferry boat service is highly regulated, which can adversely affect our operations.
There can be no assurance that the potential impacts of climate change and severe weather will not have a material adverse effect on our properties, operations or business. If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or on a global scale, our business may be adversely affected.
There can be no assurance that the potential impacts of climate change and severe weather will not have a material adverse effect on our properties, operations or business. 16 Table of Contents If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or on a global scale, our business may be adversely affected.
In addition, at the state level, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. 33 Table of Contents The market price for our common stock may be volatile, and investors may not be able to sell our stock at a favorable price or at all.
In addition, at the state level, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. The market price for our common stock may be volatile, and investors may not be able to sell our stock at a favorable price or at all.
In addition, failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or, in certain cases, the suspension or termination of our ferry boat service. 31 Table of Contents Risks Related to Technology Our gaming operations rely heavily on technology services and an uninterrupted supply of electrical power.
In addition, failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or, in certain cases, the suspension or termination of our ferry boat service. Risks Related to Technology Our gaming operations rely heavily on technology services and an uninterrupted supply of electrical power.
Three of our seven permitted sports “skins” are currently active. Our contracted sports betting parties, through the use of our permitted website “skins,” compete in a rapidly evolving and highly competitive market.
Two of our seven permitted sports “skins” are currently active. Our contracted sports betting parties, through the use of our permitted website “skins,” compete in a rapidly evolving and highly competitive market.
Many factors could cause the market price of our common stock to rise and fall, including: ● actual or anticipated variations in our quarterly results of operations; ● change in market valuations of companies in our industry; ● change in expectations of future financial performance; ● regulatory changes; ● fluctuations in stock market prices and volumes; ● issuance of common stock market prices and volumes; ● the addition or departure of key personnel; and ● announcements by us or our competitors of acquisitions, investments, dispositions, joint ventures or other significant business decisions. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to companies’ operating performance, for example, as a result of the coronavirus epidemic or increases in the borrowing rates set by the Federal Reserve.
Many factors could cause the market price of our common stock to rise and fall, including: ● actual or anticipated variations in our quarterly results of operations; ● change in market valuations of companies in our industry; ● change in expectations of future financial performance; ● regulatory changes; ● fluctuations in stock market prices and volumes; ● issuance of common stock market prices and volumes; ● the addition or departure of key personnel; and ● announcements by us or our competitors of acquisitions, investments, dispositions, joint ventures or other significant business decisions. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to companies’ operating performance, for example, as a result of the coronavirus epidemic, changes in U.S. and global trade policies, or changes in the borrowing rates set by the Federal Reserve.
Decreases in discretionary consumer spending or changes in consumer preferences brought about by factors such as, but not limited to, lackluster recoveries from recessions; increases in interest rates; increases in costs of goods and services due to continued or increased inflationary pressures; pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases; high unemployment levels; higher income taxes; low levels of consumer confidence; weakness or uncertainty in the housing market; cultural and demographic changes; the impact of high energy, fuel, food and healthcare costs; fears of war or actual conflicts, such as the Russian invasion of Ukraine, civil unrest, terrorism or violence; and increased stock market volatility may negatively impact our revenues and operating cash flow.
Decreases in discretionary consumer spending or changes in consumer preferences brought about by factors such as, but not limited to, lackluster recoveries from recessions; increases in interest rates; increases in costs of goods and services due to increased inflationary pressures; changes in trade policies; pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases; high unemployment levels; higher income taxes; low levels of consumer confidence; weakness or uncertainty in the housing market; cultural and demographic changes; the impact of high energy, fuel, food and healthcare costs; fears of war or actual conflicts, civil unrest, terrorism or violence; and increased stock market volatility may negatively impact our revenues and operating cash flow.
We generally carry insurance to cover certain liabilities related to construction, but not all risks are covered, and it is uncertain whether such insurance will provide sufficient payment in a timely fashion even for those risks that are insured and material to us. 22 Table of Contents The construction costs for our growth projects may exceed budgeted amounts plus contingencies.
We generally carry insurance to cover certain liabilities related to construction, but not all risks are covered, and it is uncertain whether such insurance will provide sufficient payment in a timely fashion even for those risks that are insured and material to us. The construction costs for our growth projects may exceed budgeted amounts plus contingencies.
Disruptions in operations at our temporary facility could have an adverse effect on our business, financial condition and results of operations. 24 Table of Contents The permanent American Place facility, additional growth projects or potential enhancements at our properties may require us to raise additional capital.
Disruptions in operations at our temporary facility could have an adverse effect on our business, financial condition and results of operations. The permanent American Place facility, additional growth projects or potential enhancements at our properties may require us to raise additional capital.
Moreover, lower-than-expected results from the opening of a new facility may make it more difficult to raise capital. Risks Related to our Indebtedness Our significant indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.
Moreover, lower-than-expected results from the opening of a new facility may make it more difficult to raise capital. 24 Table of Contents Risks Related to our Indebtedness Our significant indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.
If we do not obtain such a license, our prospects, business, operating results and financial condition could be materially adversely affected and we could be required to cease related business operations in some markets and restructure our business to focus on continuing operations in other markets. We are subject to risks related to corporate social responsibility and reputation.
If we do not obtain such a license, our prospects, business, operating results and financial condition could be materially adversely affected and we could be required to cease related business operations in some markets and restructure our business to focus on continuing operations in other markets. 20 Table of Contents We are subject to risks related to corporate social responsibility and reputation.
In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Notes and the Credit Facility. 28 Table of Contents Our ability to obtain additional financing on commercially reasonable terms may be limited.
In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Notes and the Credit Facility. Our ability to obtain additional financing on commercially reasonable terms may be limited.
The obligations under the Notes and the Credit Facility are collateralized by a security interest in substantially all of our assets. If we default on those obligations, the holders of the Notes and lenders under the Credit Facility could foreclose on our assets. In addition, the existence of these security interests may adversely affect our financial flexibility.
If we default on those obligations, the holders of the Notes and lenders under the Credit Facility could foreclose on our assets. In addition, the existence of these security interests may adversely affect our financial flexibility. The obligations under the Notes and any borrowings under the Credit Facility are secured by a security interest in substantially all of our assets.
We may not obtain the necessary permits, licenses, entitlements and approvals within the anticipated time frames, or at all. 25 Table of Contents Insufficient or lower-than-expected results generated from our new developments and acquired properties may negatively affect our operating results and financial condition.
We may not obtain the necessary permits, licenses, entitlements and approvals within the anticipated time frames, or at all. Insufficient or lower-than-expected results generated from our new developments and acquired properties may negatively affect our operating results and financial condition.
Furthermore, because we are subject to regulation in each jurisdiction in which we operate, and because regulatory agencies within each jurisdiction review our compliance with gaming laws in other jurisdictions, it is possible that gaming compliance issues in one jurisdiction may lead to reviews and compliance issues in other jurisdictions. 29 Table of Contents Taxation and fees.
Furthermore, because we are subject to regulation in each jurisdiction in which we operate, and because regulatory agencies within each jurisdiction review our compliance with gaming laws in other jurisdictions, it is possible that gaming compliance issues in one jurisdiction may lead to reviews and compliance issues in other jurisdictions. Taxation and fees.
The Silver Slipper is located at the end of a dead-end road, with no other access. Chamonix and Bronco Billy’s are accessed by most guests via a mountain pass; if that pass is closed for any reason, the alternative is longer.
The Silver Slipper is located at the end of a dead-end road, with no other access. Our Chamonix/Bronco Billy’s complex is accessed by most guests via a mountain pass; if that pass is closed for any reason, the alternative is longer.
Certain state and other jurisdictions are considering expansion of such forms of gaming. Each of these could divert customers from our casinos and services, and thus materially and adversely affect our business. In most markets, we compete directly with other casino facilities operating in the immediate and surrounding market areas.
Certain states and other jurisdictions are considering expansion of such forms of gaming. Each of these could divert customers from our casinos and services, and thus materially and adversely affect our business. 13 Table of Contents In most markets, we compete directly with other casino facilities operating in the immediate and surrounding market areas.
We lease certain parcels of land at our Silver Slipper Casino and Hotel in Mississippi, certain land and buildings at Bronco Billy’s Hotel and Casino in Colorado (much of which is to be utilized for Chamonix), one of the two hotels at our Rising Star Casino Resort in Indiana, and certain parcels at American Place in Illinois.
We lease certain parcels of land at our Silver Slipper Casino and Hotel in Mississippi, certain land and buildings at our Colorado operations (much of which is utilized for Chamonix Casino Hotel), one of the two hotels at our Rising Star Casino Resort in Indiana, and certain parcels at American Place in Illinois.
Increased labor costs brought about by changes in either federal or state minimum wage laws, other regulations or prevailing market conditions have recently, and could in the future, further increase our expenses, which could have an adverse impact on our profitability, or decrease the number of employees we are able to employ, which could decrease customer service levels at our gaming facilities and therefore adversely impact revenues. 18 Table of Contents Rising operating costs at our gaming properties could have a negative impact on our business.
Increased labor costs brought about by changes in either federal or state minimum wage laws, other regulations or prevailing market conditions have recently, and could in the future, further increase our expenses, which could have an adverse impact on our profitability, or decrease the number of employees we are able to employ, which could decrease customer service levels at our gaming facilities and therefore adversely impact revenues.
Additionally, substantial increases in the cost of electricity and natural gas could negatively affect our results of operations. Our information technology and other systems are subject to cybersecurity risk, misappropriation of customer information and other breaches of information security.
Additionally, substantial increases in the cost of electricity and natural gas could negatively affect our results of operations. Our information technology and other systems are subject to cybersecurity risk, misappropriation of customer information, other breaches of information security, and evolving state and federal privacy laws and regulations.
Our debt could, among other things: ● require us to dedicate a large portion of our cash flow from operations to the servicing and repayment of our debt, thereby reducing funds available for working capital, capital expenditures and acquisitions, and other general corporate requirements; ● limit our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements; ● limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate; ● restrict our ability to make strategic acquisitions or dispositions or to exploit business opportunities; ● increase our vulnerability to general adverse economic and industry conditions and increases in interest rates; ● place us at a competitive disadvantage compared to our competitors that have less debt; and ● adversely affect our credit rating, which may adversely affect our cost to borrow funds or the market price of our common stock. Any of these risks could impact our ability to fund our operations or limit our ability to expand our business, which could have a material adverse effect on our business, financial condition, results of operations and prospects. 26 Table of Contents The indenture governing the Notes and the Credit Facility impose restrictive covenants and limitations that could significantly affect our ability to operate our business and lead to events of default if we do not comply with the covenants.
Our debt could, among other things: ● require us to dedicate a large portion of our cash flow from operations to the servicing and repayment of our debt, thereby reducing funds available for working capital, capital expenditures and acquisitions, and other general corporate requirements; ● limit our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements; ● limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate; ● restrict our ability to make strategic acquisitions or dispositions or to exploit business opportunities; ● increase our vulnerability to general adverse economic and industry conditions and increases in interest rates; ● place us at a competitive disadvantage compared to our competitors that have less debt; and ● adversely affect our credit rating, which may adversely affect our cost to borrow funds or the market price of our common stock. Any of these risks could impact our ability to fund our operations or limit our ability to expand our business, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
While we believe that the insurance companies from which we have purchased insurance policies will remain solvent, there is no certainty that this will be the case. We depend on our key personnel and our ability to attract and retain employees.
Additionally, uncertainty can occur as to the viability of certain insurance companies. While we believe that the insurance companies from which we have purchased insurance policies will remain solvent, there is no certainty that this will be the case. We depend on our key personnel and our ability to attract and retain employees.
The occurrence of any of the foregoing could, therefore, expose us to substantial uninsured losses. There is no certainty that insurance companies will continue to offer insurance at acceptable rates, or at all, in hurricane-prone areas or other areas affected by extreme weather, including the Mississippi Gulf Coast. Our cost of insurance has risen significantly in recent years.
The occurrence of any of the foregoing could, therefore, expose us to substantial uninsured losses. 17 Table of Contents There is no certainty that insurance companies will continue to offer insurance at acceptable rates, or at all, in hurricane-prone areas or other areas affected by extreme weather, including the Mississippi Gulf Coast.
We cannot assure you that our assets or cash flow would be sufficient to repay our obligations under the Notes, the Credit Facility or any future outstanding debt obligations, if accelerated upon an event of default, or that we would be able to borrow sufficient funds to refinance the Notes, the Credit Facility or any future debt instruments. 27 Table of Contents To service our indebtedness, we will require a significant amount of cash.
We cannot assure you that our assets or cash flow would be sufficient to repay our obligations under the Notes, the Credit Facility or any future outstanding debt obligations, if accelerated upon an event of default, or that we would be able to borrow sufficient funds to refinance the Notes, the Credit Facility or any future debt instruments.
A majority of our revenues are attributable to slot machines and related systems operated by us at our gaming facilities. It is important, for competitive reasons, that we offer popular and up-to-date slot machine games to our customers.
The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us. A majority of our revenues are attributable to slot machines and related systems operated by us at our gaming facilities. It is important, for competitive reasons, that we offer popular and up-to-date slot machine games to our customers.
Except for our casinos in Colorado and Illinois, the gaming areas of our properties are not currently subject to tobacco restrictions. If additional restrictions on smoking are enacted in jurisdictions in which we operate, we could experience a decrease in gaming revenue.
While our casinos in Colorado and Illinois are required to be smoke-free, the gaming areas of our properties in Nevada, Indiana, and Mississippi are not currently subject to tobacco restrictions. If additional restrictions on smoking are enacted in jurisdictions in which we operate, we could experience a decrease in gaming revenue.
If we are unable to obtain financing on commercially reasonable terms, it could: ● reduce funds available to us for purposes such as working capital, capital expenditures, strategic acquisitions and other general corporate purposes; ● restrict our ability to capitalize on business opportunities; ● increase our vulnerability to economic downturns and competitive pressures in the markets in which we operate; and ● place us at a competitive disadvantage.
If we are unable to obtain financing on commercially reasonable terms, it could: ● reduce funds available to us for purposes such as working capital, capital expenditures, strategic acquisitions and other general corporate purposes; ● restrict our ability to capitalize on business opportunities; ● increase our vulnerability to economic downturns and competitive pressures in the markets in which we operate; and ● place us at a competitive disadvantage. 27 Table of Contents The obligations under the Notes and the Credit Facility are collateralized by a security interest in substantially all of our assets.
Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees directly or through collusion with dealers, surveillance staff, floor managers or other staff.
Our gaming customers may attempt or commit fraud or cheat in order to increase winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees directly or through collusion with dealers, surveillance staff, floor managers or other staff.
The Bank Secrecy Act, enforced by the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Treasury Department, requires us to report currency transactions in excess of $10,000, including groupings of related transactions, occurring within a gaming day, including identification of the guest by name and social security number, to the Internal Revenue Service (“IRS”).
Treasury Department, requires us to report currency transactions in excess of $10,000, including groupings of related transactions, occurring within a gaming day, including identification of the guest by name and social security number, to the Internal Revenue Service (“IRS”).
If our winnings do not exceed the winnings of our gaming customers by enough to cover our operating costs, we may record a loss from our gaming operations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 19 Table of Contents The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us.
If our winnings do not exceed the winnings of our gaming customers by enough to cover our operating costs, we may record a loss from our gaming operations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We have attempted to ameliorate such increased costs with reduced coverages and higher deductibles, in part creating additional risks. Some insurance companies may significantly limit the amount of coverage they will write in these markets and increase the premiums charged for this coverage. Additionally, uncertainty can occur as to the viability of certain insurance companies.
Our cost of insurance has risen significantly in recent years. We have attempted to ameliorate such increased costs with reduced coverages and higher deductibles, in part creating additional risks. Some insurance companies may significantly limit the amount of coverage they will write in these markets and increase the premiums charged for this coverage.
Should any of our contracted sports betting parties cease operations, as has happened in the past, whether due to unprofitability or for other reasons, there can be no assurance that we will be able to replace them on similar terms as our existing agreements or at all, or that we will be able to successfully operate the skins ourselves.
Should any of our contracted sports betting parties cease operations, as has happened in the past, whether due to unprofitability or for other reasons, there can be no assurance that we will be able to replace them on similar terms as our existing agreements or at all, or that we will be able to successfully operate the skins ourselves. 14 Table of Contents Our Illinois casino operations and Mississippi casino hotel currently generate a significant percentage of our revenues and Adjusted EBITDA.
Any change in its pricing or the availability of such items may affect our ability to compete. If our operating expenses increase without any offsetting increase in our revenues, our results of operations would suffer. We face the risk of fraud and cheating. Our gaming customers may attempt or commit fraud or cheat in order to increase winnings.
Any change in its pricing or the availability of such items may affect our ability to compete in this market. 18 Table of Contents If our operating expenses increase without any offsetting increase in our revenues, our results of operations would suffer. We face the risk of fraud and cheating.
Regardless of whether third-party claims of infringement against us have any merit, these claims could: ● adversely affect our relationships with our customers; ● be time-consuming to evaluate and defend; ● result in costly litigation; ● result in negative publicity for us; ● divert our management’s attention and resources; ● cause product and software delivery delays or stoppages; ● subject us to significant liabilities; ● require us to enter into costly royalty or licensing agreements; ● require us to develop possible workaround solutions that may be costly and disruptive to implement; or ● require us to cease certain activities or to cease providing services in certain markets. In addition to being liable for potentially substantial damages relating to intellectual property following an infringement action against us, we may be prohibited from commercializing certain technologies, or products or services unless we obtain a license from the holder of the applicable intellectual property rights.
Regardless of whether third-party claims of infringement against us have any merit, these claims could: ● adversely affect our relationships with our customers; ● be time-consuming to evaluate and defend; ● result in costly litigation; ● result in negative publicity for us; ● divert our management’s attention and resources; ● cause product and software delivery delays or stoppages; ● subject us to significant liabilities; ● require us to enter into costly royalty or licensing agreements; ● require us to develop possible workaround solutions that may be costly and disruptive to implement; or ● require us to cease certain activities or to cease providing services in certain markets.
Furthermore, during periods of economic contraction, our revenues may decrease while many of our costs remain fixed and some costs may increase, resulting in decreased earnings. 14 Table of Contents We cannot assure you that any of our contracted sports betting parties, through the use of our permitted website “skins,” will be able to compete effectively, that our contracted sports parties will have the ability and/or willingness to sustain sports betting operations should they experience an extended period of unprofitability, or that we will have the ability to replace existing partners or vendors on similar terms as our existing contractual revenue minimums or operate the skins ourselves.
We cannot assure you that any of our contracted sports betting parties, through the use of our permitted website “skins,” will be able to compete effectively, that our contracted sports parties will have the ability and/or willingness to sustain sports betting operations should they experience an extended period of unprofitability, or that we will have the ability to replace existing partners or vendors on similar terms as our existing contractual revenue minimums or operate the skins ourselves.
It further provides that any private entity in possession of biometric information must establish, publish and comply with a policy regarding its schedule for destroying biometric information and follow reasonable security measures to protect such information.
BIPA requires written notice and consent before a private entity (like us and our subsidiaries) may collect or disseminate biometric information. It further provides that any private entity in possession of biometric information must establish, publish and comply with a policy regarding its schedule for destroying biometric information and follow reasonable security measures to protect such information.
If we are not able to generate sufficient cash flows from operations to repay the Notes or any amounts outstanding under the Credit Facility, as needed, or to obtain adequate additional financing, we may have to adopt one or more alternatives, such as reducing or delaying planned expenses and capital expenditures, selling assets, or issuing equity.
If we are not able to generate sufficient cash flows from operations to repay the Notes or any amounts outstanding under the Credit Facility, as needed, or to obtain adequate additional financing, we may have to adopt one or more alternatives, such as reducing or delaying planned expenses and capital expenditures, selling assets, or issuing equity. 26 Table of Contents We may not be able to generate sufficient cash flows to service all of our indebtedness and fund our operating expenses, working capital needs and capital expenditures, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ferry boat that we operate at Rising Star has similar risks as our Indiana casino vessel, as well as additional risks related to ferry boat operations. 16 Table of Contents Our results of operations and financial condition could be materially adversely affected by the occurrence of natural disasters, including as a result of climate change, such as hurricanes, floods, wildfires, pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases such as the coronavirus pandemic, or other catastrophic events, including war, terrorism and gun violence.
Our results of operations and financial condition could be materially adversely affected by the occurrence of natural disasters, including as a result of climate change, such as hurricanes, floods, wildfires, pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases such as the coronavirus pandemic, or other catastrophic events, including war, terrorism and gun violence.
We cannot accurately predict the extent to which such events may affect us, directly or indirectly, in the future. There also can be no assurance that we will be able to obtain or choose to purchase any insurance coverage with respect to occurrences of terrorist and violent acts and any losses that could result from these acts.
There also can be no assurance that we will be able to obtain or choose to purchase any insurance coverage with respect to occurrences of terrorist and violent acts and any losses that could result from these acts.
In addition to BIPA, a number of other proposals exist for new federal and state privacy legislation that, if passed, could increase our potential liability, increase our compliance costs and materially adversely affect our business.
In addition to BIPA, a number of other proposals exist for new federal and state privacy legislation that, if passed, could increase our potential liability, increase our compliance costs and materially adversely affect our business. Various federal and state legislative or regulatory bodies may adopt new or additional laws and regulations concerning privacy, data retention, data transfer, and data protection.
Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research and development tax credits) to offset its post-change income or taxes may be limited.
Our ability to utilize our NOL carryforwards to offset potential future taxable income and related income taxes that would otherwise be due is dependent upon our generation of future taxable income before the expiration dates, if applicable, of the NOL carryforwards, and we cannot predict with certainty when, or whether, we will generate sufficient taxable income to use all of our NOL carryforwards. 32 Table of Contents Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research and development tax credits) to offset its post-change income or taxes may be limited.
Since we do not completely control the land, buildings, hotel and space underlying our leased properties, a lessor could take certain actions to disrupt our rights under the long-term leases, which are beyond our control.
If the lessor were to termination the lease early, then our results of operations and financial condition could be materially affected. 15 Table of Contents Since we do not completely control the land, buildings, hotel and space underlying our leased properties, a lessor could take certain actions to disrupt our rights under the long-term leases, which are beyond our control.
These items could disrupt our operations, cause extensive damage to our reputation, and expose us to legal claims from customers, employees, financial institutions, regulators, payment card associations, and other persons, any of which could adversely affect our business, results of operations and financial condition. 32 Table of Contents There are also laws and regulations governing the collection and use of biometric information, such as fingerprints and facial scans.
These items could disrupt our operations, cause extensive damage to our reputation, and expose us to legal claims from customers, employees, financial institutions, regulators, payment card associations, and other persons, any of which could adversely affect our business, results of operations and financial condition.
Our ability to obtain additional funding may also be limited by our financial condition, results of operations or other factors, such as our credit rating or outlook at the time of any such financing or offering and the covenants in our existing debt agreements, as well as by general economic conditions and contingencies and uncertainties that are beyond our control.
Inability to access financial institution sources, capital markets or private sources, or the availability of capital only on less-than-favorable terms, may cause or force us to delay, reduce, or cancel our growth and enhancement projects. 23 Table of Contents Our ability to obtain additional funding may also be limited by our financial condition, results of operations or other factors, such as our credit rating or outlook at the time of any such financing or offering and the covenants in our existing debt agreements, as well as by general economic conditions and contingencies and uncertainties that are beyond our control.
The occurrence of any of these issues could adversely affect our prospects, financial condition and results of operations. We face a number of challenges prior to opening new or upgraded facilities.
There is no assurance that these projects will result in a more successful business operation, or that these projects will increase clientele or revenues. The occurrence of any of these issues could adversely affect our prospects, financial condition and results of operations. We face a number of challenges prior to opening new or upgraded facilities.
This could lead to a reduction in discretionary spending by our guests on entertainment and leisure activities, which could have a material adverse effect on our revenues, cash flow and results of operations.
This could lead to a reduction in discretionary spending by our guests on entertainment and leisure activities, which could have a material adverse effect on our revenues, cash flow and results of operations. Furthermore, during periods of economic contraction, our revenues may decrease while many of our costs remain fixed and some costs may increase, resulting in decreased earnings.
Our ability to generate cash depends on many factors beyond our control. Our ability to make payments on and to refinance our indebtedness, and to fund planned capital expenditures and expansion efforts, will depend upon our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors.
To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Our ability to make payments on and to refinance our indebtedness, and to fund planned capital expenditures and expansion efforts, will depend upon our ability to generate cash in the future.
The cost and operational consequences of implementing further data security measures could be significant and there is no certainty that such measures, if purchased, could thwart all threats. Additionally, while we maintain cyber risk insurance to assist in the cost of recovery from a significant cyber event, such coverage may not be sufficient.
The cost and operational consequences of implementing further data security measures could be significant and there is no certainty that such measures, if purchased, could thwart all threats.
Additionally, the collection of customer and employee personal information imposes various privacy compliance related obligations on our business and increases the risks associated with a breach or failure of the integrity of our information technology systems.
Additionally, while we maintain cyber risk insurance to assist in the cost of recovery from a significant cyber event, such coverage may not be sufficient. 31 Table of Contents Additionally, the collection of customer and employee personal information imposes various privacy compliance related obligations on our business and increases the risks associated with a breach or failure of the integrity of our information technology systems.
Compliance with applicable privacy laws and regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our customers.
There may be risks and uncertainties associated with these privacy laws and regulations including their interpretation and implementation, as well as the potential extraterritorial effect of certain privacy laws and regulations. Compliance with applicable privacy laws and regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our customers.
As of December 31, 2024, the total principal amount of our indebtedness, excluding unamortized debt issuance costs, was $450.0 million, consisting entirely of the Notes. Our Credit Facility remains outstanding for $27.0 million as of this report date.
As of December 31, 2025, the total principal amount of our indebtedness, excluding unamortized debt issuance costs, was $450.0 million, consisting entirely of the Notes. Our Credit Facility remains outstanding for $30.0 million as of such date. The Notes and the Credit Facility are summarized in Note 7 to the consolidated financial statements set forth in Part II, Item 8.
Any harm to our reputation could impact employee engagement and retention and the willingness of customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and cash flows. 21 Table of Contents Risks Related to Development and Growth Opportunities We are engaged from time to time in one or more construction and development projects, and many factors could prevent us from completing them as planned.
Any harm to our reputation could impact employee engagement and retention and the willingness of customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and cash flows.
Our Mississippi casino hotel and Illinois casino operations currently generate a significant percentage of our revenues and Adjusted EBITDA. Our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of those properties.
Our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of those properties. For the year ended December 31, 2025, we generated 41.0% of our revenues and 71.2% of our Adjusted EBITDA from our casino in Illinois.
For example, the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”) applies to the collection and use of “biometric identifiers” and “biometric information” which include fingerprints and facial scans. BIPA requires written notice and consent before a private entity (like us and our subsidiaries) may collect or disseminate biometric information.
There are also laws and regulations governing the collection and use of biometric information, such as fingerprints and facial scans. For example, the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”) applies to the collection and use of “biometric identifiers” and “biometric information” which include fingerprints and facial scans.
Catastrophic events, such as terrorist and war activities in the United States and elsewhere, when they occur, have had a negative effect on travel and leisure expenditures, including lodging, gaming and tourism. Gun violence has also occurred at casinos, including a mass shooting at a casino in Las Vegas in 2017.
Catastrophic events, such as terrorist and war activities in the United States and elsewhere, when they occur, have had a negative effect on travel and leisure expenditures, including lodging, gaming and tourism. We cannot accurately predict the extent to which such events may affect us, directly or indirectly, in the future.
The Notes and the Credit Facility are summarized in Note 7 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data.” We also have a finance lease at our Rising Star Casino Resort with an outstanding balance of $1.7 million.
“Financial Statements and Supplementary Data.” We also have a finance lease at our Rising Star Casino Resort with an outstanding balance of $1.1 million along with other finance lease obligations and a seller-backed mortgage.
In addition to gaming regulations, we are also subject to various federal, state, and local laws and regulations affecting businesses in general. These laws and regulations include, but are not limited to, environmental matters, employment, currency transactions, taxation, construction, zoning, land-use laws, marketing and advertising, smoking, and regulations governing the serving of alcoholic beverages.
These laws and regulations include, but are not limited to, environmental matters, employment, currency transactions, taxation, construction, zoning, land-use laws, marketing and advertising, smoking, and regulations governing the serving of alcoholic beverages. 28 Table of Contents The Bank Secrecy Act, enforced by the Financial Crimes Enforcement Network (“FinCEN”) of the U.S.
Therefore, even after Chamonix has fully ramped up its operations, our results will still be dependent on the regional economies and competitive landscapes at our Illinois and Mississippi properties. Likewise, our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these properties.
Likewise, our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these properties.
Any expansion of gaming or restriction on or prohibition of our gaming operations or enactment of other adverse regulatory changes could have a material adverse effect on our operating results. 30 Table of Contents Stockholders may be required to dispose of their shares of our common stock if they are found unsuitable by gaming authorities.
Any expansion of gaming or restriction on or prohibition of our gaming operations or enactment of other adverse regulatory changes could have a material adverse effect on our operating results. Our operations in Illinois have certain restrictions as to their operations and requirements for additional investment. Our American Place casino in Illinois is currently operating in a temporary facility.
The lease at Grand Lodge Casino also permits the lessor to terminate the lease early to renovate the premises. If the lessor were to termination the lease early, our results of operations and financial condition could be materially affected.
The lease at Grand Lodge Casino also permits the lessor to terminate the lease early in the event of a significant renovation of the property.
We recently completed the phased opening at Chamonix in Cripple Creek, Colorado, adjoining and connected to our existing Bronco Billy’s casino. We have begun the design work for the construction of the permanent American Place facility in Waukegan, Illinois, located adjacent to its current temporary facility.
Risks Related to Development and Growth Opportunities We are engaged from time to time in one or more construction and development projects, and many factors could prevent us from completing them as planned. We have begun the design work for the construction of the permanent American Place facility in Waukegan, Illinois, located adjacent to its current temporary facility.
Removed
For the year ended December 31, 2024, we generated 37.5% of our revenues and 60.5% of our Adjusted EBITDA from our casino in Illinois. Similarly, we generated 25.1% of our revenues and 25.0% of our Adjusted EBITDA from our casino resort in Mississippi.
Added
Similarly, we generated 23.2% of our revenues and 24.1% of our Adjusted EBITDA from our casino resort in Mississippi. Even after our Chamonix casino hotel in Colorado has fully ramped up its operations, our results will still be dependent on the regional economies and competitive landscapes of a small number of jurisdictions.
Removed
There is no assurance that these projects will result in a more successful business operation, or that these projects will increase clientele or revenues. With respect to Chamonix, there is no assurance that a more modern expansion will attract new visitors to a city with historic architecture.
Added
Our ferry boat that we operate at Rising Star has similar risks as our Indiana casino vessel, as well as additional risks related to ferry boat operations.
Removed
Inability to access financial institution sources, capital markets or private sources, or the availability of capital only on less-than-favorable terms, may cause or force us to delay, reduce, or cancel our growth and enhancement projects.
Added
Rising operating costs at our gaming properties could have a negative impact on our business.
Removed
We may not be able to generate sufficient cash flows to service all of our indebtedness and fund our operating expenses, working capital needs and capital expenditures, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Added
In addition to being liable for potentially substantial damages relating to intellectual property following an infringement action against us, we may be prohibited from commercializing certain technologies, or products or services unless we obtain a license from the holder of the applicable intellectual property rights.
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Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
9 edited+1 added−2 removed8 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
9 edited+1 added−2 removed8 unchanged
2024 filing
2025 filing
Our Cybersecurity Committee members and external experts meet quarterly, at a minimum, with the primary purpose of identifying emerging company risks and related solutions, and evaluating the progress of previously-identified risk mitigation activities. Board Oversight. Our Board, with direct oversight by the Audit Committee and senior management, ultimately presides over our management of cybersecurity risk.
Our Cybersecurity Committee members and external experts meet quarterly, at a minimum, with the primary purpose of identifying emerging company risks and related solutions, and evaluating the progress of previously-identified risk mitigation activities. Board Oversight. Our board of directors, with direct oversight by the Audit Committee and senior management, ultimately presides over our management of cybersecurity risk.
We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition. See Part I, Item 1A. “ Risk Factors – Risks Related to Technology ” for additional discussion. 35 Table of Contents Item 2. Properties.
We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition. See Part I, Item 1A. “ Risk Factors – Risks Related to Technology ” for additional discussion. 34 Table of Contents Item 2. Properties.
A discussion of our legal proceedings is contained in Note 10 to our consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures. Not applicable. 36 Table of Contents PART II
A discussion of our legal proceedings is contained in Note 10 to our consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures. Not applicable. 35 Table of Contents PART II
The combined experience of this group consists of approximately 14 decades of direct information technology leadership experience, in addition to multiple degrees and specialized training and certifications in the information technology and cybersecurity field. External Assessments. We engage independent third parties to conduct external vulnerability and penetration testing. Management’s Role.
The combined experience of this group consists of direct information technology leadership experience, in addition to multiple degrees and specialized training and certifications in the information technology and cybersecurity field. External Assessments. We engage independent third parties to conduct external vulnerability and penetration testing. Management’s Role.
To that end, the members of our Cybersecurity Committee represent a range of functions from across our company, including our property information technology directors, Corporate Controller, Vice President of Internal Audit and Compliance, Corporate Secretary and General Counsel, and the Western Director of Finance. This group has primary responsibility for assessing and managing material cybersecurity risks.
To that end, the members of our Cybersecurity Committee represent a range of functions from across our company, including our property information technology directors, Corporate Controller, Vice President of Internal Audit and Compliance, Corporate Secretary and General Counsel, and select members of senior management, as needed. This group has primary responsibility for assessing and managing material cybersecurity risks.
The permanent American Place facility (under development) is currently expected to have a significantly larger casino and a premium boutique hotel comprised of 20 luxury villas. (b) We have the right to buy out such leases at a fixed price. (c) Bronco Billy’s and Chamonix are two integrated and adjoining casinos, operated by our management team as a single entity.
The permanent American Place facility (under development) is currently expected to have a significantly larger casino and additional amenities. (b) We have the right to buy out such leases at a fixed price. (c) Chamonix and Bronco Billy’s are two integrated and adjoining casinos, operated by our management team as a single entity.
“Business — Operating Properties ” for additional discussions. December 31, 2024 Owned Leased Land Land Slot Table Hotel Segments and Properties Locations (acres) (acres) Machines Games Rooms Midwest & South American Place (a) Waukegan, IL 9.95 31.70 (b) 933 43 ─ Silver Slipper Casino and Hotel Hancock County, MS 0.03 44.18 (b) 769 20 129 Rising Star Casino Resort Rising Sun, IN 312.69 3.01 (b) 623 16 294 West Bronco Billy’s Casino / Chamonix Casino Hotel (c) Cripple Creek, CO 6.20 2.89 (b) 630 10 307 Grand Lodge Casino Incline Village, NV ─ 0.48 264 9 (d) Stockman’s Casino (e) Fallon, NV ─ 4.73 189 3 ─ __________ (a) The temporary American Place facility opened on February 17, 2023 and does not have hotel operations.
“Business — Operating Properties ” for additional discussions. December 31, 2025 Owned Leased Land Land Slot Table Hotel Segments and Properties Locations (acres) (acres) Machines Games Rooms Midwest & South American Place (a) Waukegan, IL 9.95 31.70 (b) 905 43 ─ Silver Slipper Hancock County, MS 0.03 44.18 (b) 695 20 129 Rising Star Rising Sun, IN 312.69 3.01 (b) 629 16 294 West Chamonix / Bronco Billy’s (c) Cripple Creek, CO 6.20 2.89 (b) 608 15 313 Grand Lodge Incline Village, NV ─ 0.48 265 9 (d) __________ (a) The temporary American Place facility opened on February 17, 2023 and does not have hotel operations.
The Board routinely receives reports from the Cybersecurity Committee , via the Audit Committee, about the prevention, detection, mitigation, and remediation of cybersecurity incidents, including material security risks and information system security vulnerabilities. There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective.
The board of directors routinely receives reports from the Cybersecurity Committee , via the Audit Committee, about the prevention, detection, mitigation, and remediation of cybersecurity incidents, including material security risks and information system security vulnerabilities.
Chamonix opened in phases between December 2023 and October 2024. (d) Located within the Hyatt Lake Tahoe, which offers 422 rooms. (e) We closed on the sale of Stockman’s real property in September 2024 to a privately-held company.
Chamonix opened in phases between December 2023 and October 2024. (d) Located within the Hyatt Lake Tahoe, which continues to undergo renovations. Although 373 rooms were available, the Hyatt has limited amenities to support occupancy for up to 350 rooms. Item 3. Legal Proceedings.
Removed
Further, although we have not experienced any recent material cybersecurity incidents, we face a number of cybersecurity risks in connection with our business. Other casino companies have reported large-scale cybersecurity incidents.
Added
There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective. Further, we face a number of cybersecurity risks in connection with our business.
Removed
We continue to operate the business under a leaseback agreement with the new owners for use of their facilities until the second closing of the Stockman’s sale, which is expected to occur in the first half of 2025. Item 3. Legal Proceedings.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
1 edited+112 added−1 removed3 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
1 edited+112 added−1 removed3 unchanged
2024 filing
2025 filing
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is traded on the Nasdaq Capital Market under the symbol “FLL.” On March 6, 2025, we had 59 “registered holders” of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is traded on the Nasdaq Capital Market under the symbol “FLL.” On March 13, 2026, we had 56 “registered holders” of record of our common stock.
Removed
Item 6. [Reserved] 37 Table of Contents
Added
Item 6. [Reserved] 36 Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion of our results of operations and financial condition should be read together with the other financial information and consolidated financial statements included in this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties.
Added
Our actual results could differ materially from the results anticipated in the forward-looking statements as a result of a variety of factors, including those discussed in Part I, Item 1A. “ Risk Factors ” and elsewhere in this Annual Report on Form 10-K.
Added
The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods.
Added
Full House Resorts, Inc., together with its subsidiaries, may be referred to as “Full House,” the “Company,” “we,” “our” or “us.” Executive Overview Headquartered in Las Vegas, Nevada, we have gaming operations domestically in Nevada, Colorado, Illinois, Indiana, and Mississippi.
Added
Our primary business is the ownership and/or operation of casino and related hospitality and entertainment facilities, which includes offering, among other amenities, casino gambling, hotel accommodations, dining, golf, RV camping, sports betting, entertainment and retail outlets.
Added
The following table identifies our segments, along with properties and their locations as of December 31, 2025: Segments and Properties Locations Midwest & South American Place Casino (“American Place”) Waukegan, IL (northern suburb of Chicago) Silver Slipper Casino and Hotel (“Silver Slipper”) Hancock County, MS (near New Orleans) Rising Star Casino Resort (“Rising Star”) Rising Sun, IN (near Cincinnati) West* Chamonix Casino Hotel (“Chamonix”) and Bronco Billy’s Casino (“Bronco Billy’s”) Cripple Creek, CO (near Colorado Springs) Grand Lodge Casino (“Grand Lodge”), leased and part of the Hyatt Regency Lake Tahoe Resort, Spa and Casino Incline Village, NV (North Shore of Lake Tahoe) Contracted Sports Wagering Three idle sports wagering websites (“skins”) Colorado One active sports wagering website (“skin”), plus two others that are currently idle Indiana One active sports wagering website (“skin”) Illinois __________ * On April 1, 2025, we completed our sale of Stockman’s Casino. We currently operate six casinos: five on real estate that we own or lease, and one located within a hotel owned by a third party.
Added
Additionally, we currently benefit from two active sports wagering websites (referred to as skins), one in Indiana and one in Illinois. The sports skin in Illinois has significantly greater value than each of the sports skins in Indiana and Colorado due to the larger population of Illinois and fewer permitted sports skins.
Added
In February 2023, we opened our temporary American Place facility. We have begun the design work for the permanent gaming facility that we plan to build on adjoining land. In October 2024, we completed the phased opening of Chamonix, our newest property, located adjacent to our existing Bronco Billy’s Casino.
Added
In April 2025, we completed the sale of Stockman’s to a privately-owned company.
Added
In July 2025, we agreed with an operator to extend its use of our active sports wagering skin in Indiana through December 2031, and such operator fully prepaid its remaining term for the Indiana skin. 37 Table of Contents Our financial results are dependent upon the number of patrons that we attract to our properties and the amounts those guests spend per visit.
Added
While we provide credit at some of our casinos where permitted by gaming regulations, most of our revenues are cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. Our revenues are primarily derived from slot machines, but also include other gaming activities, including table games, keno and sports betting.
Added
In addition, we derive a significant amount of revenue from our hotels and our food and beverage outlets. We also derive revenues from our golf course and ferry boat service at Rising Star, our RV parks owned at Rising Star and managed at Silver Slipper (through August 2025), and retail outlets and entertainment.
Added
We often provide hotel rooms, food and beverages, entertainment, ferry usage, and golf privileges to customers on a complimentary basis; the value of such services is included as revenue in those categories, offset by contra-revenue in the casino revenue category.
Added
As a result, the casino revenues in our financial statements reflect patron gaming wins and losses, reduced by the retail value of complimentary services, the value of free play provided to customers, the value of points earned by casino customers that can be redeemed for services or free play, and adjustments for certain progressive jackpots offered by the Company.
Added
We set minimum and maximum betting limits for our slot machines and table games based on market conditions, customer demand and other factors. Our gaming revenues are derived from a broad base of guests that includes both high- and low-stakes players.
Added
At Silver Slipper, our on-site sports book operations are in partnership with a company specializing in race and sports betting.
Added
At Rising Star, Chamonix/Bronco Billy’s (through June 2025), and American Place, we have contracted with other companies to operate our online sports wagering skins under their own brands in exchange for a percentage of revenues, as defined, subject to annual minimum amounts; the same company that utilizes our online sports skin in Illinois also operates our on-site sports book at American Place.
Added
Our operating results may also be affected by, among other things, overall economic conditions affecting the disposable income of our guests, weather conditions affecting access to our properties, achieving and maintaining cost efficiencies, taxation and other regulatory changes, and competitive factors, including but not limited to, additions and improvements to the competitive supply of gaming facilities, as well as pandemics and similar widespread health emergencies.
Added
We may experience significant fluctuations in our quarterly operating results due to seasonality, variations in gaming hold percentages, and other factors. Consequently, our operating results for any quarter, especially contrasted with different seasonal quarters, are not necessarily comparable. Results for any particular quarter or year may not be indicative of future periods’ results.
Added
Our market environment is highly competitive and capital-intensive. Nevertheless, there are significant restrictions and barriers to entry vis-à-vis opening new casinos in most of the markets in which we operate. We rely on the ability of our properties to generate operating cash flow to pay interest, repay debt, and fund maintenance and certain growth-related capital expenditures.
Added
We continuously focus on improving the operating margins of our existing properties through a combination of revenue growth and expense management. We also assess growth and development opportunities, which include capital investments at our existing properties, the development of new properties, and the acquisition of existing properties. Recent Developments Stockman’s Sale.
Added
On August 28, 2024, we entered into an agreement to sell the operating assets of Stockman’s for aggregate cash consideration of $9.2 million, plus certain working capital adjustments at closing.
Added
The asset sale was completed in two phases: the sale of Stockman’s real property for $7.0 million, which closed in the second half of 2024 at a $1.9 million gain; and the sale of certain remaining operating assets for $2.2 million, which closed on April 1, 2025 at a $0.2 million loss.
Added
Accordingly, as of April 1, 2025, we no longer own or operate Stockman’s Casino. Extension of Contracted Sports Wagering Agreement in Indiana. In January 2025, we received notice that our contracted sports betting operator in Colorado and Indiana was discontinuing its operations in those states, to be effective in June 2025 and December 2025, respectively.
Added
In July 2025, such operator reversed its decision to discontinue its Indiana operations and fully prepaid its remaining term for the Indiana skin through December 2031 for a negotiated fee of $1.5 million. 38 Table of Contents Progress Toward Construction of the Permanent American Place Facility. In September 2025, the Waukegan City Council unanimously approved our revised site plans.
Added
Our architects are also nearing completion of working drawings for the building’s foundation. With these drawings, we will seek building permits and begin construction, anticipated in March or April 2026. Foundation work, while not cost intensive, requires several months to complete.
Added
By starting construction now, funding it with internal sources, we believe we can accelerate the opening of the permanent casino, anticipated in approximately 18 to 24 months. A bill was also recently introduced in the Illinois legislature to extend the date that our temporary American Place casino is permitted to operate by 18 months beyond August 2027.
Added
This bill, if passed, will ensure that there will be no gap in tax revenue or employment prior to the opening of our permanent casino facility. We received a similar extension in 2023 when our project was delayed due to a lawsuit from a competitor.
Added
Such lawsuit was resolved in January 2025. Key Performance Indicators We use several key performance indicators to evaluate the operations of our properties. These key operating measures are presented as supplemental disclosures because management uses these measures to better understand period-over-period fluctuations in our casino and hotel operating revenues and as a measure of our performance.
Added
These key performance indicators include the following and are disclosed in our discussions, where applicable, for certain jurisdictions on segment performance: Gaming revenue indicators: Slot coin-in is the gross dollar amount wagered in slot machines and table game drop is the total amount of cash or credit exchanged into chips at table games for use by our customers.
Added
Slot coin-in and table game drop are indicators of volume, and are monitored on a consolidated basis in relation to slot and table game win. Such metrics can be influenced by marketing activity and are not necessarily indicative of profitability trends. Slot win is the difference between customer wagers and customer winnings on slot machines.
Added
Table game hold is the difference between the amount of money or markers exchanged into chips and customer winnings paid. Slot win and table game hold percentages represent the relationship between slot win and coin-in and table game win and drop.
Added
Both the slot win and table game hold percentages are monitored on a consolidated basis in our evaluation of Company performance. Room revenue indicators: Hotel occupancy rate is an indicator of the utilization of our available rooms.
Added
Complimentary room sales, or the retail value of accommodations furnished to customers on a complimentary basis, are included in the calculation of the hotel occupancy rate. Adjusted EBITDA, Adjusted Segment EBITDA, Adjusted Segment EBITDA Margin and Adjusted Property EBITDA: Management uses Adjusted EBITDA as a measure of our performance.
Added
For a description of Adjusted EBITDA, see “ Non-GAAP Financial Measure .” We utilize Adjusted Segment EBITDA as the measure of segment profitability in assessing performance and allocating resources at the reportable segment level. For information regarding our operating segments, see Note 12 to the consolidated financial statements set forth in Part II, Item 8.
Added
“Financial Statements and Supplementary Data.” Additionally, we use Adjusted Segment EBITDA Margin, which is calculated by dividing Adjusted Segment EBITDA by the segment’s total revenues.
Added
Adjusted Property EBITDA is defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset sales and disposals, project development and acquisition costs, non-cash share-based compensation expense, and corporate-related costs and expenses that are not allocated to each property. 39 Table of Contents Results of Operations ─ 2025 Compared to 2024 Consolidated operating results The following tables summarize our consolidated operating results for the years ended December 31, 2025 and 2024: Year Ended (In thousands, except percentages) December 31, Increase / 2025 2024 (Decrease) Revenues $ 302,376 $ 292,065 3.5 % Operating expenses 299,252 289,315 3.4 % Operating income 3,124 2,750 13.6 % Interest expense, net 42,741 43,201 (1.1) % Other 50 — N.M.
Added
Income tax expense 530 221 139.8 % Net loss $ (40,197) $ (40,672) 1.2 % __________ N.M.
Added
Not meaningful. Year Ended (In thousands, except percentages) December 31, Increase / 2025 2024 (Decrease) Casino revenues Slots $ 191,178 $ 180,827 5.7 % Table games 38,261 35,632 7.4 % Other 821 421 95.0 % 230,260 216,880 6.2 % Non-casino revenues, net Food and beverage 39,302 41,871 (6.1) % Hotel 16,023 15,709 2.0 % Other 16,791 17,605 (4.6) % 72,116 75,185 (4.1) % Total revenues $ 302,376 $ 292,065 3.5 % 40 Table of Contents Year Ended (In thousands, except percentages) December 31, Increase / 2025 2024 (Decrease) Slot coin-in $ 3,179,684 $ 3,076,528 3.4 % Slot win (1) $ 240,884 $ 233,622 3.1 % Slot hold percentage (2) 7.6 % 7.6 % — pts Table game drop $ 219,250 $ 202,987 8.0 % Table game win (1) $ 39,280 $ 36,349 8.1 % Table game hold percentage (2) 17.9 % 17.9 % — pts __________ (1) Does not reflect reductions in casino revenues from “discretionary comps.” For details on our customer loyalty programs, see Note 2 to the consolidated financial statements set forth in Part II, Item 8.
Added
“Financial Statements and Supplementary Data.” (2) The three-year averages for slot hold percentage and table game hold percentage were 7.5% and 18.1%, respectively.
Added
Longer-term hold percentages can vary due to a number of factors, including the addition of relatively new properties like Chamonix and American Place, or changes in our game mix. The following discussion is based on our consolidated financial statements for the years ended December 31, 2025 and 2024. Revenues.
Added
Consolidated total revenues increased by 3.5% (or $10.3 million) in 2025. Such increase was primarily due to growth at our two newer properties, American Place and Chamonix, where operations continue to ramp up.
Added
This increase was partially offset by the sale of Stockman’s Casino in April 2025 and renovation-related disruptions at the Hyatt Lake Tahoe, which houses our Grand Lodge Casino. Operating expenses.
Added
Consolidated operating expenses increased by 3.4% (or $9.9 million) in 2025, primarily due to the ramp-up of operations mentioned above at American Place and Chamonix, which resulted in increased casino and selling, general and administrative expenses. At American Place, casino expenses rose $6.6 million compared to the prior year, largely due to costs associated with increased volumes.
Added
At Chamonix, selling, general and administrative expenses increased $4.7 million due to its phased opening and fewer operating amenities for much of the prior year. See further information within our reportable segments described below. Interest expense, net.
Added
Interest expense, net, consists of the following: Year Ended (In thousands) December 31, 2025 2024 Interest expense (excluding bond fee amortization and discounts/premiums) $ 40,910 $ 42,091 Amortization of debt issuance costs and discounts/premiums 2,963 2,987 Capitalized interest (884) (1,114) Interest income and other (248) (763) $ 42,741 $ 43,201 The decrease in net interest expense for 2025 was primarily due to reductions in interest rates applied to the revolving credit facility than in the prior year.
Added
Offsetting some of the decrease was a reduction in capitalized interest, as Chamonix’s phased opening was completed in October 2024. Additionally, as we invested cash into Chamonix’s construction, our cash balances were lower during 2025, resulting in reduced interest income. 41 Table of Contents Income taxes.
Added
Our effective income tax rates for the years ended December 31, 2025 and 2024 were (1.3%) and (0.5%), respectively. Our tax rates differ from the statutory rate of 21.0%, primarily due to the effects of changes in our valuation allowance, state taxes, and items that are permanently treated differently for GAAP and tax purposes.
Added
During 2025, we continued to provide a valuation allowance against our deferred tax assets (“DTAs”), net of any available deferred tax liabilities, as applicable, based on our analysis of the timing of reversal of such deferred taxes. For 2025, the valuation allowance was $49.0 million, compared to $35.6 million for 2024.
Added
In future years, if it is determined that we meet the “more likely than not” threshold of utilizing our DTAs, then we may reverse some or all of our valuation allowance against our DTAs. We do not expect to pay any federal income taxes or receive any federal tax refunds related to our 2025 results.
Added
Similarly, we do not expect to pay income taxes related to any states the Company operates in. Any future federal taxable income is expected to result in the utilization of our net operating loss carryforwards, which can be used to offset 80% of taxable income.
Added
Due to the level of uncertainty regarding sufficient prospective income as measured under GAAP, we maintain a valuation allowance against our DTAs, as mentioned above. See Note 9 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” for a more detailed discussion.
Added
In July 2025, new U.S. tax legislation (“H.R. 1”) was signed into law, which makes permanent many of the tax provisions enacted in 2017, as part of the Tax Cuts and Jobs Act, that were set to expire at the end of 2025.
Added
In addition, H.R. 1 makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. We are still in the process of evaluating the new tax legislation, but we do not expect it to have a material impact on the results of our operations.
Added
Operating Results — Reportable Segments We manage our casinos based primarily on geographic regions within the United States and type of income. For more information, please refer to our earlier discussion within the “ Executive Overview ” section.
Added
The following table presents detail by segment of our consolidated revenues and Adjusted EBITDA (see “ Non-GAAP Financial Measure ” for more information).
Added
Additionally, management uses Adjusted Segment EBITDA as its measure of segment profitability in accordance with GAAP. (In thousands, except percentages) Year Ended December 31, Increase / 2025 2024 (Decrease) Revenues Midwest & South $ 231,464 $ 219,626 5.4 % West 63,645 63,648 — % Contracted Sports Wagering 7,267 8,791 (17.3) % $ 302,376 $ 292,065 3.5 % Adjusted Segment EBITDA and Adjusted EBITDA Midwest & South $ 49,116 $ 45,737 7.4 % West (2,429) (1,302) (86.6) % Contracted Sports Wagering 6,956 9,503 (26.8) % Adjusted Segment EBITDA 53,643 53,938 (0.5) % Corporate (5,512) (5,290) (4.2) % Adjusted EBITDA $ 48,131 $ 48,648 (1.1) % Adjusted Segment EBITDA Margin Midwest & South 21.2 % 20.8 % 0.4 pts West (3.8) % (2.0) % (1.8) pts Contracted Sports Wagering 95.7 % 108.1 % (12.4) pts 42 Table of Contents Midwest & South Our Midwest & South segment includes Silver Slipper, Rising Star and American Place.
Added
Compared to 2024, total revenues in 2025 increased by 5.4% (or $11.8 million), primarily due to the continued ramp-up of operations at American Place. This more than offset modest revenue declines at Silver Slipper, where the property’s new management team has focused on eliminating unprofitable business, and Rising Star.
Added
Casino revenue in 2025 increased by 8.7% (or $14.7 million), largely due to the ramp-up of operations at American Place. Slot revenue rose by 8.6% (or $12.0 million). Table games revenue in 2025 increased by 7.7% (or $2.3 million). Non-casino revenue declined by 5.7% (or $2.9 million), largely due to decreases in food and beverage revenue at Silver Slipper.
Added
Food and beverage revenue declined by 5.1% (or $1.8 million), primarily due to the discontinuation of unprofitable promotional programs at Silver Slipper. Hotel revenues for the segment declined in 2025 by 14.6% (or $1.2 million) due to lower guest volumes at Silver Slipper and Rising Star, as American Place does not currently have a hotel.
Added
Adjusted Segment EBITDA increased by 7.4% (or $3.4 million) from the prior year, benefiting from revenue growth at American Place as mentioned above. Partially offsetting these improvements were an increase in overall advertising activity, additional labor costs related to expanded food options, and a higher average gaming tax rate due to higher casino revenues, all at American Place.
Added
West Our West segment includes Chamonix, Bronco Billy’s, Grand Lodge, and Stockman’s (until the completion of its sale in April 2025). The market in Cripple Creek, Colorado, is typically seasonal, favoring the summer months. Our Nevada operations have historically been seasonal, with the summer months accounting for a disproportionate share of annual revenues.
Added
Additionally, snowfall levels during the winter months can often affect operations, as Grand Lodge is located near several major ski resorts.
Added
While Grand Lodge typically benefits from a “good” snow year, resulting in extended periods of operation at the nearby ski areas, excessive snow levels can also result in challenging driving conditions or the closure of roads leading to the property.
Added
Total segment revenues were flat at $63.6 million, reflecting the sale of Stockman’s Casino in April 2025 and renovation-related disruptions at the Hyatt Lake Tahoe, which houses our Grand Lodge Casino. Revenues at our Colorado operations increased by 11.2% (or $5.0 million), from $44.2 million in 2024 to $49.1 million in 2025, reflecting a continued ramp-up of operations at Chamonix.
Added
Casino revenue decreased by 2.8% (or $1.3 million), as the declines mentioned above in our Nevada operations offset increases from a fully-open Chamonix in 2025. Slot revenue declined by 3.9% (or $1.6 million) during 2025, compared to 2024. However, table games revenue improved by 5.8% (or $0.3 million), attributable mostly to expanded table games operations at Chamonix/Bronco Billy’s.
Added
Non-casino revenue improved by 8.5% (or $1.3 million) for 2025. Food and beverage revenues declined by $0.8 million, as we sold Stockman’s in April 2025. Hotel revenues increased by $1.5 million during 2025, reflecting the continuing ramp-up of operations at Chamonix. This hotel revenue increase was attributed to higher average daily room rates at Chamonix.
Added
Total occupied room-nights declined to 48,319 room-nights in 2025 from 59,816 room-nights in 2024, as Chamonix’s marketing efforts in 2024 focused on offering lower-priced or complimentary rooms to help build the property’s marketing database and overall awareness.
Added
To broaden Chamonix’s appeal, we have recently focused on more targeted marketing campaigns, strengthened our group sales team, expanded our entertainment options, and continued to leverage our extensive amenities. Adjusted Segment EBITDA declined by 86.6% (or $1.1 million) in 2025, compared to the prior year.
Added
Operational improvements at Chamonix were offset by renovation-related impacts at Grand Lodge and the sale of Stockman’s Casino. As the Company’s newest property, Chamonix is early in its expected ramp-up, with operations expected to continue improving in the coming quarters and years.
Added
In March 2025, we hired a new general manager to lead our Chamonix and Bronco Billy’s operations, with a focus on profitable revenue growth and reducing inefficiencies.
Added
Those efforts led to improved operational efficiency at Chamonix in the second half of 2025 versus the second half of 2024. 43 Table of Contents Contracted Sports Wagering The Contracted Sports Wagering segment consists of our on-site and online sports wagering skins in Colorado, Indiana and Illinois. In 2025, we had fewer active sports wagering skins than in 2024.
Added
As a result, this segment’s revenues declined by 17.3%, from $8.8 million in 2024 to $7.3 million in 2025, and Adjusted Segment EBITDA declined by 26.8%, from $9.5 million to $7.0 million. At December 31, 2025, we had two active skins, compared to three active skins at December 31, 2024.
Added
Corporate Corporate expenses were $5.5 million and $5.3 million in 2025 and 2024, respectively, reflecting growth in the Company’s operations. This includes the addition of our Chief Marketing Officer in May 2025, among other new hires to our corporate team during the year.
Added
Non-GAAP Financial Measure “Adjusted EBITDA” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset sales and disposals, project development and acquisition costs, and non-cash share-based compensation expense.
Added
Adjusted EBITDA information is presented solely as supplemental disclosure to measures reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”) because management believes this measure is (i) a widely used measure of operating performance in the gaming and hospitality industries and (ii) a principal basis for valuation of gaming and hospitality companies.
Added
In addition, a version of Adjusted EBITDA (known as Consolidated Cash Flow) is utilized in the covenants within our credit facility, although not necessarily defined in the same way as above. Adjusted EBITDA is not, however, a measure of financial performance or liquidity under GAAP.
Added
Accordingly, this measure should be considered supplemental and not a substitute for net income (loss) or cash flows as an indicator of our operating performance or liquidity.
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Item 6. [Reserved]
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Item 6. [Reserved]
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Item 6. [Reserved] 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 53 Item 8. Financial Statements and Supplementary Data 54
Item 6. [Reserved] 36 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 48 Item 8. Financial Statements and Supplementary Data 49
Item 7. Management's Discussion & Analysis
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Management's Discussion & Analysis (MD&A) — revenue / margin commentary
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion of our results of operations and financial condition should be read together with the other financial information and consolidated financial statements included in this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties.
Item 7. “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of this Annual Report on Form 10-K.
Removed
Our actual results could differ materially from the results anticipated in the forward-looking statements as a result of a variety of factors, including those discussed in Part I, Item 1A. “ Risk Factors ” and elsewhere in this Annual Report on Form 10-K.
Added
These forward-looking statements speak only as of the date on which this statement is made, and we undertake no obligation to update or revise any forward-looking statements as a result of future developments, events or conditions, except as required by law.
Removed
The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods.
Added
New risks emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ significantly from those forecast in any forward-looking statements.
Removed
Full House Resorts, Inc., together with its subsidiaries, may be referred to as “Full House,” the “Company,” “we,” “our” or “us.” Executive Overview Our primary business is the ownership and/or operation of casino and related hospitality and entertainment facilities, which includes offering, among other amenities, casino gambling, hotel accommodations, dining, golf, RV camping, sports betting, entertainment and retail outlets.
Added
You should also be aware that while we communicate from time to time with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report.
Removed
The following table identifies our segments, along with properties and their locations as of December 31, 2024: Segments and Properties Locations Midwest & South American Place * Waukegan, IL (northern suburb of Chicago) Silver Slipper Casino and Hotel (“Silver Slipper”) Hancock County, MS (near New Orleans) Rising Star Casino Resort (“Rising Star”) Rising Sun, IN (near Cincinnati) West Bronco Billy’s Casino (“Bronco Billy’s”) and Chamonix Casino Hotel (“Chamonix”) * Cripple Creek, CO (near Colorado Springs) Grand Lodge Casino (“Grand Lodge”), leased and part of the Hyatt Regency Lake Tahoe Resort, Spa and Casino Incline Village, NV (North Shore of Lake Tahoe) Stockman’s Casino (“Stockman’s”), held for sale starting August 2024 Fallon, NV (one hour east of Reno) Contracted Sports Wagering One active sports wagering website (“skin”), plus two others that are currently idle Colorado One active sports wagering website (“skin”), plus two others that are currently idle Indiana One active sports wagering website (“skin”), commenced in August 2023 Illinois __________ * The temporary American Place facility opened on February 17, 2023.
Added
To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us. 3 Table of Contents Summary of Risk Factors The following is a summary of the risk factors discussed in Part I, Item 1A. “ Risk Factors ” of this Form 10-K.
Removed
Chamonix opened in phases between December 2023 and October 2024. We currently operate seven casinos: six on real estate that we own or lease, and one located within a hotel owned by a third party. Additionally, we benefit from seven permitted sports wagering skins – three in Colorado, three in Indiana, and one in Illinois.
Added
This summary should be read in conjunction with those Risk Factors and should not be relied upon as an exhaustive summary of the material risks facing our business. Risks Related to our Business and Operations ● We face significant competition from other gaming and entertainment operations. ● We may face revenue declines if discretionary consumer spending drops, including due to an economic downturn. ● We cannot assure you that any of our contracted sports betting parties, through the use of our permitted website “skins,” will be able to compete effectively, that our contracted sports parties will have the ability and/or willingness to sustain sports betting operations should they experience an extended period of unprofitability, or that we will have the ability to replace existing partners or vendors on similar terms as our existing contractual revenue minimums. ● Our Illinois casino operations and Mississippi casino hotel currently generate a significant percentage of our revenues and Adjusted EBITDA.
Removed
Three of these sports skins are currently in use. In February 2023, we opened our temporary American Place facility, which we are permitted to operate until August 2027. We have begun the design work for the permanent gaming resort facility that we plan to build on adjoining land.
Added
Our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of those properties. ● We derive our revenues and operating income from our properties located in Mississippi, Colorado, Indiana, Nevada and Illinois, and are especially subject to certain risks, including economic and competitive risks, associated with the conditions in those areas and in the states from which we draw patrons. ● Some of our operations are located on leased property.
Removed
In August 2024, we entered into an agreement to sell Stockman’s to a privately owned company. We closed on the sale of Stockman’s real property in September 2024.
Added
If the lessor of the Grand Lodge Casino exercises its buyout or early termination rights or fails to extend the lease, or if we default on this or certain of our other leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected casino. ● A prolonged closure of our casinos would negatively impact our ability to service our debt. ● Adverse weather conditions, road construction, gasoline shortages and other factors affecting our facilities and the areas in which we operate could make it more difficult for potential customers to travel to our properties and deter customers from visiting our properties. ● Our results of operations and financial condition could be materially adversely affected by the occurrence of natural disasters, including as a result of climate change, such as hurricanes, floods, wildfires, pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases such as the coronavirus pandemic, or other catastrophic events, including war, terrorism and gun violence. ● Several of our properties, including Silver Slipper, our Chamonix/Bronco Billy’s complex and Rising Star, are accessed by our customers via routes that have few alternatives. ● Marine transportation is inherently risky, and insurance may be insufficient to cover losses that may occur to our assets or result from our ferry boat operations. ● We may incur property and other losses that are not adequately covered by insurance, including adequate levels of weather catastrophe occurrence/named windstorm, flood and earthquake insurance coverage for our properties. ● We depend on our key personnel and our ability to attract and retain employees. ● Higher wage and benefit costs could adversely affect our business. ● Rising operating costs at our gaming properties could have a negative impact on our business. ● We face the risk of fraud and cheating. ● Win rates for our gaming operations depend on a variety of factors, some beyond our control. ● The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us. ● Our business may be adversely affected by legislation prohibiting tobacco smoking. ● We rely on, among other things, trademarks, licenses, confidentiality procedures, and contractual provisions to protect our intellectual property rights and we may be unable to protect or may not be successful in protecting our intellectual property rights. ● Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others and any such infringements, including those that are inadvertent, may have a material adverse effect on our business. ● We are subject to risks related to corporate social responsibility and reputation. 4 Table of Contents Risks Related to Development and Growth Opportunities ● We are engaged from time to time in one or more construction and development projects, and many factors could prevent us from completing them as planned. ● The construction costs for our growth projects may exceed budgeted amounts plus contingencies.
Removed
We continue to operate the business under a leaseback agreement with the new owners for use of their facilities until the second closing of the Stockman’s sale, which is expected to occur in the first half of 2025.
Added
This may result in insufficient funds to complete these projects or the need to raise additional capital. ● There is no assurance that any growth projects will not be subject to additional regulatory restrictions, delays, or challenges. ● There is no assurance that our growth projects will be successful. ● We face a number of challenges prior to opening new or upgraded facilities. ● We may face disruption and other difficulties in integrating and managing facilities we have recently developed or acquired, or may develop or acquire in the future. ● The construction of the permanent American Place facility may inconvenience customers and disrupt business activity at our adjacent temporary casino facility. ● The permanent American Place facility, additional growth projects or potential enhancements at our properties may require us to raise additional capital. ● The casino, hotel and resort industry is capital intensive, and we may not be able to finance expansion and renovation projects, which could put us at a competitive disadvantage. ● We may face risks related to our ability to receive regulatory approvals required to complete certain acquisitions, mergers, joint ventures, and other developments, as well as other potential delays in completing certain transactions. ● If we fail to obtain necessary government approvals in a timely manner, or at all, it can adversely impact our various expansion, development, investment and renovation projects. ● Insufficient or lower-than-expected results generated from our new developments and acquired properties may negatively affect our operating results and financial condition. Risks Related to our Indebtedness ● Our significant indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations. ● The indenture governing the Notes and the Credit Facility impose restrictive covenants and limitations that could significantly affect our ability to operate our business and lead to events of default if we do not comply with the covenants. ● To service our indebtedness, we will require a significant amount of cash.
Removed
In October 2024, we completed the phased opening of Chamonix, our newest property, located adjacent to our existing Bronco Billy’s Casino. 38 Table of Contents Our financial results are dependent upon the number of patrons that we attract to our properties and the amounts those guests spend per visit.
Added
Our ability to generate cash depends on many factors beyond our control. ● We may not be able to generate sufficient cash flows to service all of our indebtedness and fund our operating expenses, working capital needs and capital expenditures, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. ● We depend on our subsidiaries for certain dividends, distributions and repayment of our indebtedness, including the Notes and any borrowings under the Credit Facility. ● Our ability to obtain additional financing on commercially reasonable terms may be limited. ● The obligations under the Notes and the Credit Facility are collateralized by a security interest in substantially all of our assets.
Removed
While we provide credit at some of our casinos where permitted by gaming regulations, most of our revenues are cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. Our revenues are primarily derived from slot machines, but also include other gaming activities, including table games, keno and sports betting.
Added
If we default on those obligations, the holders of the Notes and lenders under the Credit Facility could foreclose on our assets.
Removed
In addition, we derive a significant amount of revenue from our hotels and our food and beverage outlets. We also derive revenues from our golf course and ferry boat service at Rising Star, our RV parks owned at Rising Star and managed at Silver Slipper, and retail outlets and entertainment.
Added
In addition, the existence of these security interests may adversely affect our financial flexibility. ● We and our subsidiaries may still be able to incur substantially more debt, including subordinated debt, which could further exacerbate the risks described above. 5 Table of Contents Risks Related to our Legal and Regulatory Environment ● We face extensive regulation from gaming and other regulatory authorities and the cost of compliance or failure to comply with such regulations may adversely affect our business and results of operations. ● Changes in legislation and regulation of our business could have an adverse effect on our financial condition, results of operations and cash flows. ● Our operations in Illinois have certain restrictions as to their operations and requirements for additional investment. ● Stockholders may be required to dispose of their shares of our common stock if they are found unsuitable by gaming authorities. ● We are subject to environmental laws and potential exposure to environmental liabilities. ● We are subject to litigation which, if adversely determined, could cause us to incur substantial losses. ● Our ferry boat service is highly regulated, which can adversely affect our operations. Risks Related to Technology ● Our gaming operations rely heavily on technology services and an uninterrupted supply of electrical power.
Removed
We often provide hotel rooms, food and beverages, entertainment, ferry usage, and golf privileges to customers on a complimentary basis; the value of such services is included as revenue in those categories, offset by contra-revenue in the casino revenue category.
Added
If we experience damage or service interruptions, we may have to cease some or all of our operations, which will result in a decrease in revenue. ● Our information technology and other systems are subject to cybersecurity risk, misappropriation of customer information, other breaches of information security and evolving state and federal privacy laws and regulations. General Risks ● Our ability to utilize our net operating loss (“NOL”) carryforwards and certain other tax attributes may be limited. ● The market price for our common stock may be volatile, and investors may not be able to sell their stock at a favorable price, or at all. ● The exercise of outstanding options to purchase common stock may result in substantial dilution and may depress the trading price of our common stock. 6 Table of Contents PART I
Removed
As a result, the casino revenues in our financial statements reflect patron gaming wins and losses, reduced by the retail value of complimentary services, the value of free play provided to customers, the value of points earned by casino customers that can be redeemed for services or free play, and adjustments for certain progressive jackpots offered by the Company.
Removed
We set minimum and maximum betting limits for our slot machines and table games based on market conditions, customer demand and other factors. Our gaming revenues are derived from a broad base of guests that includes both high- and low-stakes players. At Silver Slipper, our sports book operations are in partnership with a company specializing in race and sports betting.
Removed
At Rising Star, Bronco Billy’s, and American Place, we have contracted with other companies to operate our online sports wagering skins under their own brands in exchange for a percentage of revenues, as defined, subject to annual minimum amounts; the same company also operates our on-site sports book at American Place.
Removed
Our operating results may also be affected by, among other things, overall economic conditions affecting the disposable income of our guests, weather conditions affecting access to our properties, achieving and maintaining cost efficiencies, taxation and other regulatory changes, and competitive factors, including but not limited to, additions and improvements to the competitive supply of gaming facilities, as well as pandemics and similar widespread health emergencies.
Removed
We may experience significant fluctuations in our quarterly operating results due to seasonality, variations in gaming hold percentages and other factors. Consequently, our operating results for any quarter or year are not necessarily comparable and may not be indicative of results in future periods. Our market environment is highly competitive and capital-intensive.
Removed
Nevertheless, there are significant restrictions and barriers to entry vis-à-vis opening new casinos in most of the markets in which we operate. We rely on the ability of our properties to generate operating cash flow to pay interest, repay debt, and fund maintenance and certain growth-related capital expenditures.
Removed
We continuously focus on improving the operating margins of our existing properties through a combination of revenue growth and expense management. We also assess growth and development opportunities, which include capital investments at our existing properties, the development of new properties, and the acquisition of existing properties. Recent Developments Stockman’s Sale.
Removed
On August 28, 2024, we entered into an agreement to sell Stockman’s for total gross proceeds of $9.2 million, plus certain expected working capital adjustments at closing.
Removed
The sale was designed to be completed in two phases: the sale of Stockman’s real property for $7.0 million, which closed on September 27, 2024; and the sale of certain remaining operating assets and related liabilities for $2.2 million (excluding any adjustments for working capital), upon the receipt of customary gaming approvals.
Removed
To accommodate the buyer while it seeks its gaming approvals, we are temporarily continuing to operate Stockman’s under the West segment while leasing back the real property. Upon the second closing that is expected to occur in the first half of 2025, we will transfer all operations of Stockman’s to the buyer and the leaseback will terminate.
Removed
During 2024, we recognized a $1.9 million gain from the sale of Stockman’s real property to operating income, net of $0.8 million in transaction costs. Chamonix Casino Hotel. Designed to integrate with our adjacent Bronco Billy’s Casino, Chamonix is the only luxury casino hotel located near the Colorado Springs metropolitan area.
Removed
On December 27, 2023, we began its phased opening, starting with the casino, meeting space, and approximately one-third of its 300 guestrooms. Chamonix’s remaining guestrooms came online gradually during the first quarter of 2024. Our high-end steakhouse, 980 Prime, began welcoming its first guests in April 2024, while our rooftop pool and portions of our spa opened in May 2024.
Removed
We completed Chamonix’s opening in October 2024, with its jewelry store and the rest of its spa. 39 Table of Contents American Place. In February 2023, we opened our temporary American Place facility in Waukegan, Illinois, which we are permitted to operate until August 2027.
Removed
American Place currently includes approximately 940 slot machines, 48 table games, a fine-dining restaurant, two additional restaurants, a center bar and a sportsbook.
Removed
We have begun design work for the permanent American Place facility, which is expected to include a larger casino, state-of-the-art sportsbook, premium boutique hotel comprised of 20 luxurious villas, and various food and beverage outlets. Grand Lodge Casino Lease Extension through December 2034.
Removed
In July 2024, our lease with the owner of the Hyatt Lake Tahoe to operate the Grand Lodge Casino was amended to further extend the current term through December 31, 2034. The current annual rent of $2.0 million will increase nominally in 2025, followed by annual increases of 2% for the remainder of this extended term.
Removed
In the event of a significant renovation, the lessor may terminate the lease early with six months’ notice. Similar to previous lease arrangements, the lessor also has an option to purchase our leasehold interest and related operating assets of the Grand Lodge Casino at any time prior to lease expiration, subject to assumption of applicable liabilities.
Removed
The option price is an amount equal to Grand Lodge Casino’s positive working capital, plus its earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the 12-month period preceding the acquisition (or pro-rated if less than 12 months remain on the lease), plus the fair market value of Grand Lodge Casino’s personal property. Contracted Sports Wagering Amendments and Settlements.
Removed
In July 2024, we amended two contracted sports wagering agreements, resulting in the collection of a total of $2.1 million. Specifically, these amendments settled overdue payments owed to our subsidiaries in Colorado and Indiana, reduced certain future annual amounts due to us under the agreements, and required such annual fees to be paid in advance of each annual term.
Removed
In January 2025, we received notice that this sports betting operator was discontinuing its operations in Colorado and Indiana, to be effective prior to the June 2025 and December 2025 anniversaries in its agreements with us. Key Performance Indicators We use several key performance indicators to evaluate the operations of our properties.
Removed
These key operating measures are presented as supplemental disclosures because management uses these measures to better understand period-over-period fluctuations in our casino and hotel operating revenues and as a measure of our performance.
Removed
These key performance indicators include the following and are disclosed in our discussions, where applicable, for certain jurisdictions on segment performance: Gaming revenue indicators: Slot coin-in is the gross dollar amount wagered in slot machines and table game drop is the total amount of cash or credit exchanged into chips at table games for use by our customers.
Removed
Slot coin-in and table game drop are indicators of volume, and are monitored on a consolidated basis in relation to slot and table game win. Such metrics can be influenced by marketing activity and are not necessarily indicative of profitability trends. Slot win is the difference between customer wagers and customer winnings on slot machines.
Removed
Table game hold is the difference between the amount of money or markers exchanged into chips and customer winnings paid. Slot win and table game hold percentages represent the relationship between slot win and coin-in and table game win and drop.
Removed
Both the slot win and table game hold percentages are monitored on a consolidated basis in our evaluation of Company performance. Room revenue indicators: Hotel occupancy rate is an indicator of the utilization of our available rooms.
Removed
Complimentary room sales, or the retail value of accommodations furnished to customers on a complimentary basis, are included in the calculation of the hotel occupancy rate. 40 Table of Contents Adjusted EBITDA, Adjusted Segment EBITDA, Adjusted Segment EBITDA Margin and Adjusted Property EBITDA: Management uses Adjusted EBITDA as a measure of our performance.
Removed
For a description of Adjusted EBITDA, see “ Non-GAAP Financial Measure .” We utilize Adjusted Segment EBITDA as the measure of segment profitability in assessing performance and allocating resources at the reportable segment level. For information regarding our operating segments, see Note 12 to the consolidated financial statements set forth in Part II, Item 8.
Removed
“Financial Statements and Supplementary Data.” Additionally, we use Adjusted Segment EBITDA Margin, which is calculated by dividing Adjusted Segment EBITDA by the segment’s total revenues. Same-store Adjusted Segment EBITDA is Adjusted Segment EBITDA further adjusted to exclude the Adjusted Property EBITDA of properties that have not been in operation for a full year.
Removed
Adjusted Property EBITDA is defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset sales and disposals, project development and acquisition costs, non-cash share-based compensation expense, and corporate-related costs and expenses that are not allocated to each property.
Removed
Results of Operations ─ 2024 Compared to 2023 Consolidated operating results The following tables summarize our consolidated operating results for the years ended December 31, 2024 and 2023: Year Ended (In thousands) December 31, Increase / 2024 2023 (Decrease) Revenues $ 292,065 $ 241,060 21.2 % Operating expenses 289,315 242,222 19.4 % Operating income (loss) 2,750 (1,162) N.M.
Removed
Interest and other non-operating expenses, net 43,201 22,593 91.2 % Income tax expense 221 1,149 (80.8) % Net loss $ (40,672) $ (24,904) 63.3 % __________ N.M.
Removed
Not meaningful. Year Ended (In thousands) December 31, Increase / 2024 2023 (Decrease) Casino revenues Slots $ 180,827 $ 148,363 21.9 % Table games 35,632 28,122 26.7 % Other 421 448 (6.0) % 216,880 176,933 22.6 % Non-casino revenues, net Food and beverage 41,871 33,980 23.2 % Hotel 15,709 9,428 66.6 % Other 17,605 20,719 (15.0) % 75,185 64,127 17.2 % Total revenues $ 292,065 $ 241,060 21.2 % 41 Table of Contents Year Ended December 31, Increase / (In thousands) 2024 2023 (Decrease) Slot coin-in $ 3,076,528 $ 2,605,335 18.1 % Slot win (1) $ 233,622 $ 191,556 22.0 % Slot hold percentage (2) 7.6 % 7.4 % 0.2 pts Table game drop $ 202,987 $ 152,854 32.8 % Table game win (1) $ 36,349 $ 28,372 28.1 % Table game hold percentage (2) 17.9 % 18.6 % (0.7) pts __________ (1) Does not reflect reductions in casino revenues from “discretionary comps.” For details on our customer loyalty programs, see Note 2 to the consolidated financial statements set forth in Part II, Item 8.
Removed
“Financial Statements and Supplementary Data.” (2) The three-year averages for slot hold percentage and table game hold percentage were 7.4% and 18.2%, respectively.
Removed
Longer-term hold percentages can vary due to a number of factors, including the addition of new properties like Chamonix and American Place, or changes in our game mix. The following discussion is based on our consolidated financial statements for the years ended December 31, 2024 and 2023. Revenues. Consolidated total revenues increased by 21.2% (or $51.0 million) in 2024.
Removed
Such increase was primarily due to a full year of operations at American Place, which opened on February 17, 2023. Revenues during 2024 also benefited from the opening of Chamonix, which opened in phases between December 2023 and October 2024. For more information, see “ Supplemental Information – Same-store Operating Results. ” Operating expenses.
Removed
Consolidated operating expenses increased by 19.4% (or $47.1 million) in 2024, primarily due to the commencement of operations at American Place in February 2023 and Chamonix in December 2023. Both openings resulted in increased casino, food and beverage, hotel, selling, general and administrative and depreciation expenses.
Removed
Selling, general and administrative expenses at American Place rose $5.1 million from 2023 to 2024. For Chamonix, selling, general and administrative expenses increased $11.1 million from 2023 to 2024, and depreciation and amortization expense rose by $14.9 million. See further information within our reportable segments described below. 42 Table of Contents Interest and other non-operating expense, net.
Removed
Interest Expense Interest expense, net, consists of the following: Year Ended (In thousands) December 31, 2024 2023 Interest expense (excluding bond fee amortization and discounts/premiums) $ 42,091 $ 39,860 Amortization of debt issuance costs and discounts/premiums 2,987 2,793 Capitalized interest (1,114) (15,938) Interest income and other (763) (3,738) $ 43,201 $ 22,977 The increase in net interest expense for 2024 was primarily due to reductions in capitalized interest, as construction of the temporary American Place facility and Chamonix was largely complete during the year.
Removed
Additionally, as we invested cash into the construction of both projects, our cash balances were lower during the 2024 period, resulting in reduced interest income. Further, we issued $40.0 million of Additional Notes in February 2023, so the 2023 period does not reflect a full year of the related interest expense.
Removed
See Note 7 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” for a more detailed discussion. Other non-operating expense, net In 2024, we did not have any other non-operating expense.
Removed
In 2023, we had $0.4 million of other non-operating income, consisting of insurance settlement proceeds from hurricane damage at Silver Slipper in 2020. Income taxes. Our effective income tax rates for the years ended December 31, 2024 and 2023 were (0.5%) and (4.8%), respectively.
Removed
Our tax rates differ from the statutory rate of 21.0% primarily due to the effects of changes in our valuation allowance, state taxes, and items that are permanently treated differently for GAAP and tax purposes.
Removed
During 2024, we continued to provide a valuation allowance against our deferred tax assets (“DTAs”), net of any available deferred tax liabilities, as applicable, based on our analysis of the timing of reversal of such deferred taxes. For 2024, the valuation allowance was $35.6 million, compared to $24.0 million for 2023.
Removed
In future years, if it is determined that we meet the “more likely than not” threshold of utilizing our DTAs, then we may reverse some or all of our valuation allowance against our DTAs. We do not expect to pay any federal income taxes or receive any federal tax refunds related to our 2024 results.
Removed
Similarly, we do not expect to pay income taxes related to any states the Company operates in. Any future federal taxable income is expected to result in the utilization of our net operating loss carryforwards, which can be used to offset 80% of taxable income.
Removed
Due to the level of uncertainty regarding sufficient prospective income as measured under GAAP, we maintain a valuation allowance against our DTAs, as mentioned above. See Note 9 to the consolidated financial statements set forth in Part II, Item 8.
Removed
“Financial Statements and Supplementary Data” for a more detailed discussion. 43 Table of Contents Operating Results — Reportable Segments We manage our casinos based primarily on geographic regions within the United States and type of income. For more information, please refer to our earlier discussion within the “ Executive Overview ” section.
Removed
The following table presents detail by segment of our consolidated revenues and Adjusted EBITDA (see “ Non-GAAP Financial Measure ” for more information).
Removed
Additionally, management uses Adjusted Segment EBITDA as its measure of segment profitability in accordance with GAAP. (In thousands) Year Ended December 31, Increase / 2024 2023 (Decrease) Revenues Midwest & South $ 219,626 $ 192,358 14.2 % West 63,648 35,888 77.4 % Contracted Sports Wagering 8,791 12,814 (31.4) % $ 292,065 $ 241,060 21.2 % Adjusted Segment EBITDA and Adjusted EBITDA Midwest & South $ 45,737 $ 39,028 17.2 % West (1,302) 2,408 N.M.
Removed
Contracted Sports Wagering 9,503 11,663 (18.5) % Adjusted Segment EBITDA 53,938 53,099 1.6 % Corporate (5,290) (4,542) 16.5 % Adjusted EBITDA $ 48,648 $ 48,557 0.2 % Adjusted Segment EBITDA Margin Midwest & South 20.8 % 20.3 % 0.5 pts West (2.0) % 6.7 % (8.7) pts Contracted Sports Wagering 108.1 % 91.0 % 17.1 pts __________ N.M.
Removed
Not meaningful. 44 Table of Contents Supplemental Information — Same-store Operating Results The following table presents the financial results of our Midwest & South operations on a same-store basis for the years ended December 31, 2024 and 2023 for revenues and Adjusted Segment EBITDA; see “ Adjusted EBITDA, Adjusted Segment EBITDA, Adjusted Segment EBITDA Margin and Adjusted Property EBITDA ” for additional information.
Removed
Same-store operations exclude results of new and acquired properties that have not been in operations for longer than a year, starting from the date of commencement or acquisition through the end of the reporting period.
Removed
Accordingly, for Midwest & South, we have excluded the results of American Place for periods subsequent to its commencement of operations. (In thousands) Year Ended December 31, Increase / 2024 2023 (Decrease) Midwest & South same-store total revenues (1) $ 109,964 $ 115,371 (4.7) % American Place 109,662 76,987 42.4 % Midwest & South total revenues $ 219,626 $ 192,358 14.2 % Midwest & South same-store Adjusted Segment EBITDA (1) $ 16,327 $ 20,619 (20.8) % American Place 29,410 18,409 59.8 % Midwest & South Adjusted Segment EBITDA $ 45,737 $ 39,028 17.2 % Midwest & South same-store Adjusted Segment EBITDA margin (1) 14.8 % 17.9 % (3.1) pts American Place 26.8 % 23.9 % 2.9 pts Midwest & South Adjusted Segment EBITDA margin 20.8 % 20.3 % 0.5 pts __________ (1) Same-store operations exclude results from American Place, which opened on February 17, 2023. 45 Table of Contents The following table presents the financial results of our Contracted Sports Wagering operations on a same-store basis for the years ended December 31, 2024 and 2023 for revenues and Adjusted Segment EBITDA; see “ Adjusted EBITDA, Adjusted Segment EBITDA, Adjusted Segment EBITDA Margin and Adjusted Property EBITDA ” for additional information.
Removed
Same-store operations exclude results of new sports wagering contracts that have not been in operations for longer than a year, starting from the date of commencement or acquisition through the end of the reporting period. Accordingly, for Contracted Sports Wagering, we have excluded the results in Illinois for periods subsequent to its contractual commencement of revenue payments.
Removed
For comparability, we also excluded accelerated revenues and recoveries in connection with contract terminations from same-store operations. (In thousands) Year Ended December 31, Increase / 2024 2023 (Decrease) Contracted Sports Wagering same-store total revenues (1) $ 2,004 $ 4,773 (58.0) % Accelerated revenues due to contract terminations (2) 893 5,794 (84.6) % Illinois 5,894 2,247 162.3 % Contracted Sports Wagering total revenues $ 8,791 $ 12,814 (31.4) % Contracted Sports Wagering same-store Adjusted Segment EBITDA (1) $ 1,522 $ 3,717 (59.1) % Accelerated revenues due to contract terminations (2) 893 5,794 (84.6) % Recoveries from contract settlements and modifications (3) 1,408 — N.M.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
1 edited+0 added−0 removed0 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
1 edited+0 added−0 removed0 unchanged
2024 filing
2025 filing
Item 7A. Quantitative and Qualitative Disclosures about Market Risk. As a smaller reporting company during the year ended December 31, 2024, as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item. 53 Table of Contents
Item 7A. Quantitative and Qualitative Disclosures about Market Risk. As a smaller reporting company during the year ended December 31, 2025, as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item. 48 Table of Contents