UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One) | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | |
or | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to | |
Commission File No.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ | Emerging growth company | |
Non-accelerated filer ☐ | Smaller reporting company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
At August 4, 2025, there were
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2025 |
| 2024 | 2025 |
| 2024 | ||||||
Revenues |
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Casino | $ | | $ | | $ | | $ | | ||||
Food and beverage | |
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Hotel | |
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Other operations, including contracted sports wagering | |
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Operating costs and expenses |
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Casino | |
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Food and beverage | |
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Hotel | |
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Other operations | |
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Selling, general and administrative | |
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Project development costs | | | | | ||||||||
Preopening costs | — | | — | | ||||||||
Depreciation and amortization | | | | | ||||||||
Loss on disposal of assets | — | — | | | ||||||||
(Gain) loss on sale of Stockman’s, net of impairment | ( | — | | — | ||||||||
| | | | |||||||||
Operating (loss) income | ( | | | | ||||||||
Other expenses | ||||||||||||
Interest expense, net | ( | ( | ( | ( | ||||||||
Other | ( | — | ( | — | ||||||||
( | ( | ( | ( | |||||||||
Loss before income taxes | ( | ( | ( | ( | ||||||||
Income tax (benefit) provision | ( | ( | | | ||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Basic loss per share | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | ||||
See notes to condensed consolidated financial statements.
3
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands, except share data)
June 30, | December 31, | |||||
| 2025 |
| 2024 | |||
ASSETS | ||||||
Current assets | ||||||
Cash and equivalents | $ | | $ | | ||
Accounts receivable, net |
| | | |||
Inventories |
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Prepaid expenses and other |
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Assets held for sale | — | | ||||
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Property and equipment, net |
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Operating lease right-of-use assets, net | | | ||||
Finance lease right-of-use assets, net | | | ||||
Goodwill |
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Other intangible assets, net of accumulated amortization of $ |
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Deposits and other |
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$ | | $ | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
Current liabilities | ||||||
Accounts payable | $ | | $ | | ||
Capital expenditures payable | | | ||||
Accrued payroll and related |
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Accrued interest | | | ||||
Other accrued liabilities |
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Current portion of operating lease obligations | | | ||||
Current portion of finance lease obligations | | | ||||
Liabilities related to assets held for sale | — | | ||||
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Operating lease obligations, net of current portion |
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Finance lease obligations, net of current portion | | | ||||
Other long-term liabilities, net of current portion | | | ||||
Long-term debt, net |
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Deferred income taxes, net |
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Contract liabilities, net of current portion | | | ||||
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Commitments and contingencies (Note 9) |
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Stockholders’ equity |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
| ( | ( | |||
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$ | | $ | | |||
See notes to condensed consolidated financial statements.
4
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)
(In thousands)
Additional | Total | |||||||||||||
Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||
Shares | Dollars | Capital | Deficit | Equity | ||||||||||
Balance, January 1, 2025 | | $ | | $ | | $ | ( | $ | | |||||
Options exercised | | — | | — | | |||||||||
Stock-based compensation | — | — | | — |
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Cancellation of performance-based shares | — | — | ( | — | ( | |||||||||
Net loss | — | — | — | ( |
| ( | ||||||||
Balance, March 31, 2025 | | | | ( | | |||||||||
Restricted stocks vested | | — | — | — | — | |||||||||
Stock-based compensation | — | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance, June 30, 2025 | | $ | | $ | | $ | ( | $ | | |||||
Additional | Total | ||||||||||||||||||
Common Stock | Paid-in | Treasury Stock | Accumulated | Stockholders’ | |||||||||||||||
Shares | Dollars | Capital | Shares | Dollars | Deficit | Equity | |||||||||||||
Balance, January 1, 2024 | | $ | | $ | | | $ | ( | $ | ( | $ | | |||||||
Stock-based compensation | — | — | | — | — | — | | ||||||||||||
Net loss | — | — | — | — | — | ( | ( | ||||||||||||
Balance, March 31, 2024 | | | | | ( | ( | | ||||||||||||
Options exercised and | — | — | ( | ( | | — | | ||||||||||||
Stock-based compensation | — | — | | — | — | — | | ||||||||||||
Net loss | — | — | — | — | — | ( | ( | ||||||||||||
Balance, June 30, 2024 | | $ | | $ | | | $ | ( | $ | ( | $ | | |||||||
See notes to condensed consolidated financial statements.
5
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
Six Months Ended | ||||||
June 30, | ||||||
| 2025 |
| 2024 | |||
Cash flows from operating activities: |
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Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
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Depreciation and amortization |
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Amortization of debt issuance costs, discounts and premiums |
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Non-cash change in right-of-use (“ROU”) operating lease assets | | | ||||
Stock-based compensation, net |
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Loss on disposal of assets |
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Loss on sale of Stockman’s, net | | | ||||
Provision for credit losses | | | ||||
Deferred income taxes |
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Other | | | ||||
Increases and decreases in operating assets and liabilities: |
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Accounts receivable |
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| ( | ||
Prepaid expenses, inventories and other |
| ( |
| ( | ||
Income taxes payable | | ( | ||||
Operating lease liabilities | ( | ( | ||||
Contract liabilities | ( | ( | ||||
Accounts payable and other liabilities |
| ( |
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Net cash (used in) provided by operating activities |
| ( |
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Cash flows from investing activities: |
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Capital expenditures, net of changes in payables |
| ( |
| ( | ||
Proceeds from sale of Stockman’s | | | ||||
Acquisition of intangible assets | | ( | ||||
Other |
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Net cash used in investing activities |
| ( |
| ( | ||
Cash flows from financing activities: |
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Payment of revolving credit facility extension fees |
| ( |
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Borrowings under revolving credit facility | | | ||||
Repayment of revolving credit facility borrowings | ( | ( | ||||
Repayment of finance lease obligations | ( | ( | ||||
Proceeds from exercise of stock options |
| |
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Repayment of seller-backed mortgage for asset acquisition | ( | ( | ||||
Net cash used in financing activities |
| ( |
| ( | ||
Net decrease in cash, cash equivalents and restricted cash | ( | ( | ||||
Cash, cash equivalents and restricted cash, beginning of period |
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Cash, cash equivalents and restricted cash, end of period | $ | | $ | | ||
See notes to condensed consolidated financial statements.
6
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) – (Continued)
(In thousands)
Six Months Ended | ||||||
June 30, | ||||||
2025 |
| 2024 | ||||
Supplemental disclosure of cash flow information: | ||||||
Cash paid for interest, net of amounts capitalized | $ | | $ | | ||
Cash paid for income taxes | — | | ||||
Payables and accruals incurred for capital expenditures | | | ||||
Accrued liability related to asset acquisition | | | ||||
Right-of-use asset and liability remeasurements: | ||||||
Operating leases | ( | — | ||||
See notes to condensed consolidated financial statements.
7
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. ORGANIZATION
Organization. Formed as a Delaware corporation in 1987, Full House Resorts, Inc. owns, leases, operates, develops, manages, and/or invests in casinos and related hospitality and entertainment facilities. References in this document to “Full House,” the “Company,” “we,” “our,” or “us” refer to Full House Resorts, Inc. and its subsidiaries, except where stated or the context otherwise indicates.
The following table presents selected information concerning our segments, along with properties and their locations:
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* | ||
Bronco Billy’s Casino (“Bronco Billy’s”) and |
| Cripple Creek, CO |
Grand Lodge Casino (“Grand Lodge”), |
| Incline Village, NV |
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, the Company completed its sale of Stockman’s Casino. See Note 4 for details. |
The Company currently operates
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 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.
In April 2025, we completed the sale of Stockman’s Casino (“Stockman’s”) to a privately-owned company.
In July 2025, we agreed to an extension of our active sports wagering skin in Indiana through December 2031.
For additional information about the Company’s segments, see Note 11.
8
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Significant Accounting Policies. As permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s 2024 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as they contain descriptions of its significant accounting policies. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation, which changes had no effect on the previously reported results of operations or financial position.
The interim condensed consolidated financial statements of the Company included herein reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of annualized results for an entire year.
The condensed consolidated financial statements include the accounts of Full House and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Stockholders’ Equity. On April 1, 2025, the Company’s Board adopted the Full House Resorts, Inc. 2025 Equity Incentive Plan (the “2025 Plan”), which was approved by stockholders at the Company’s 2025 Annual Meeting and made effective as of May 15, 2025. To maintain flexibility in the Company’s compensation program, the 2025 Plan allows for a variety of award types, including stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and performance-based compensation. The 2025 Plan includes
Accounting Pronouncements:
ASU 2023-09, Income Taxes, Topic 740, Improvements to Income Tax Disclosures (“Update 2023-09”). In December 2023, the FASB issued Update 2023-09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid. Update 2023-09 is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2023-09 to the consolidated financial statements, and plans to adopt Update 2023-09 for its annual period ending December 31, 2025.
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, Subtopic 220-40, Disaggregation of Income Statement Expenses (“Update 2024-03”). In November 2024, the FASB issued Update 2024-03, which expands disclosures about specific expense categories presented on the face of the income statement. Update 2024-03 is effective for financial statements issued for annual periods beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2024-03 to the consolidated financial statements.
A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, the Company believes that there are no other recently-issued accounting standards not yet effective that are currently likely to have a material impact on its financial statements.
9
3. RECEIVABLES, NET
Accounts Receivable and Credit Risk. Accounts receivable consist primarily of casino, hotel, certain sports wagering contracts that paid us in arrears until mid-2024, and other receivables. Accounts receivable are typically non-interest bearing, recorded initially at cost, and are carried net of an appropriate reserve to approximate fair value. Loss reserves are estimated based on specific review of customer accounts including the customers’ willingness and ability to pay and nature of collateral, if any, as well as historical collection experience and current and expected economic and business conditions. Accounts are written off when management deems the account to be uncollectible and recoveries of accounts previously written off are recorded when received.
Accounts receivable consists of the following:
(In thousands) | June 30, | December 31, | ||||
2025 |
| 2024 | ||||
Casino | $ | | $ | | ||
Hotel | | | ||||
Other Operations(1) | | | ||||
Contracted Sports Wagering | | | ||||
Other | | | ||||
| | |||||
Less: Provision for credit losses | ( | ( | ||||
$ | | $ | | |||
__________
| (1) | Primarily consists of ATM receivables. |
The following table shows the movement in the provision for credit losses recognized for accounts receivable that occurred during the respective periods:
(In thousands) | ||||||
2025 |
| 2024 | ||||
Balance at January 1 | $ | | $ | | ||
Current period provision for credit losses(1) | | | ||||
Write-offs | ( | ( | ||||
Balance at June 30 | $ | | $ | | ||
__________
| (1) | Estimated loss reserves for the 2024 period included a provision totaling $ |
Management regularly evaluates the adequacy of the Company’s recorded reserves. At June 30, 2025, we believe that no significant concentrations of credit risk existed for which a reserve had not already been recorded.
10
4. DISPOSITION
On August 28, 2024, the Company entered into an agreement with a third party to sell Stockman’s for total gross proceeds of $
The carrying amounts of Stockman’s assets and liabilities held for sale, as of the most recent balance sheet date preceding the sale on April 1, 2025, were:
(In thousands) | March 31, | ||
| 2025 | ||
ASSETS |
| ||
Current assets |
| ||
Cash | $ | | |
Inventories |
| | |
Total current assets held for sale |
| | |
Property and equipment, net |
| | |
Goodwill |
| | |
Other intangible assets, net |
| | |
Valuation Allowance - Transaction Costs | ( | ||
Total assets held for sale, net | $ | | |
LIABILITIES |
| ||
Current liabilities |
| ||
Other accrued liabilities | $ | | |
Total liabilities related to assets held for sale | $ | | |
5. LEASES
The Company has
Operating Leases
Waukegan Ground Lease through February 2122 and Option to Purchase. In January 2023, the Company’s subsidiary, FHR-Illinois, LLC, entered into a
The Company has the right to purchase the City-Owned Parcel at any time during the term of the Ground Lease for $
11
Silver Slipper Casino Land Lease through April 2058 and Option to Purchase. In 2004, the Company’s subsidiary, Silver Slipper Casino Venture, LLC, entered into a land lease for approximately
Through October 1, 2027, the Company may buy out the lease for $
Bronco Billy’s / Chamonix Lease through January 2035 and Option to Purchase. The Company’s subsidiary, FHR-Colorado LLC, leases certain parcels, including a portion of the hotel and casino, under a long-term lease. The lease term includes
The Company’s related ROU asset and liability balances on its balance sheet factor in all renewal terms through January 2035, as the Company is deemed likely to exercise each renewal unless it exercises its purchase buyout right.
Grand Lodge Casino Lease through December 2034. The Company’s subsidiary, Gaming Entertainment (Nevada), LLC, has a lease (the “Hyatt Lease”) with Incline Hotel, LLC, the owner of the Hyatt Regency Lake Tahoe Resort (“Hyatt Lake Tahoe”), to operate Grand Lodge. It is collateralized by the Company’s interests under the lease and property (as defined in the lease) and is subordinate to the liens of the Notes (see Note 6). The lessor has an option to purchase the Company’s leasehold interest and related operating assets of Grand Lodge at any time prior to lease expiration, subject to payment of certain amounts. The option price is an amount equal to Grand Lodge’s positive working capital, plus Grand Lodge’s earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the period preceding the acquisition (or pro-rated if less than remain on the lease), plus the fair market value of Grand Lodge’s personal property.
In July 2024, the lease was further amended to extend the term through December 31, 2034. Solely for a significant renovation of the property, the amended lease also permits the lessor to terminate the lease early by providing six months’ notice, with the Company retaining Grand Lodge’s personal property at the end of such period. In January 2025, the annual rent increased nominally from $
Corporate Office Lease through April 2030. The Company leases
Stockman’s Sale-Leaseback. In connection with the sale of Stockman’s real estate that closed on September 27, 2024, the Company’s subsidiary, Stockman’s Casino, Inc., entered into a short-term lease for use of the facilities with monthly rent of $
12
Finance Lease
Rising Star Casino Hotel Lease through October 2027 and Option to Purchase. The Company’s Indiana subsidiary, Gaming Entertainment (Indiana) LLC, leases a
Leases recorded on the balance sheet consist of the following:
(In thousands) | ||||||||
June 30, | December 31, | |||||||
Leases |
| Balance Sheet Classification |
| 2025 | 2024 | |||
Assets |
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Operating lease assets |
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| $ | | $ | | ||
Finance lease assets |
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Finance lease assets | | | ||||||
Total lease assets |
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| $ | | $ | | ||
Liabilities |
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Current |
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Operating |
| $ | | $ | | |||
Finance |
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Noncurrent |
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Operating |
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Finance |
|
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| | |||
Total lease liabilities |
|
| $ | | $ | | ||
__________
| (1) | Finance lease assets are recorded net of accumulated amortization of $ |
| (2) | These finance lease assets are recorded separately from Property and Equipment due to meeting qualifying classification criteria under ASC 842, but ownership of such assets is not expected to transfer to the Company upon term expiration. Additionally, amortization of these assets are expensed over the duration of the lease term or their estimated useful lives, whichever is earlier. |
The components of lease expenses are as follows:
(In thousands) |
|
| Three Months Ended |
| Six Months Ended | |||||||||
Classification within | June 30, | June 30, | ||||||||||||
Lease Costs | Statement of Operations | 2025 |
| 2024 | 2025 |
| 2024 | |||||||
Operating leases: |
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|
| |||||||||||
Fixed/base rent |
| Selling, General and Administrative Expenses | $ | | $ | | $ | | $ | | ||||
Short-term payments(1) | Selling, General and Administrative Expenses | | — | | — | |||||||||
Variable payments |
| Selling, General and Administrative Expenses |
| |
| |
| |
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Finance leases: |
| |||||||||||||
Amortization of leased assets |
| Depreciation and Amortization |
| |
| |
| |
| | ||||
Interest on lease liabilities |
| Interest Expense, Net |
| |
| |
| |
| | ||||
Total lease costs | $ | | $ | | $ | | $ | | ||||||
__________
| (1) | Includes payments for the leaseback of Stockman’s real estate totaling $ |
13
Maturities of lease liabilities at June 30, 2025 are summarized as follows:
(In thousands) | ||||||
| Operating | Finance | ||||
Years Ending December 31, | Leases | Leases | ||||
2025 (excluding the six months ended June 30, 2025) | $ | | $ | | ||
2026 | | | ||||
2027 | | | ||||
2028 | | — | ||||
2029 | | — | ||||
Thereafter | | — | ||||
Total future minimum lease payments | | | ||||
Less: Amount representing interest | ( | ( | ||||
Present value of lease liabilities | | | ||||
Less: Current lease obligations | ( | ( | ||||
Long-term lease obligations | $ | | $ | | ||
Other information related to lease term and discount rate is as follows:
June 30, | December 31, | |||||
Lease Term and Discount Rate | 2025 | 2024 | ||||
Weighted-average remaining lease term |
|
|
| |||
Operating leases |
| years | years | |||
Finance leases |
| years | years | |||
Weighted-average discount rate |
| |||||
Operating leases |
| % | % | |||
Finance leases |
| % | % | |||
Supplemental cash flow information related to leases is as follows:
(In thousands) |
| Six Months Ended | ||||
June 30, | ||||||
Cash paid for amounts included in the measurement of lease liabilities: | 2025 | 2024 | ||||
Operating cash flows for operating leases | $ | | $ | | ||
Operating cash flows for finance leases | $ | | $ | | ||
Financing cash flows for finance leases | $ | | $ | | ||
6. LONG-TERM DEBT
Long-term debt consists of the following:
(In thousands) | June 30, | December 31, | ||||
2025 | 2024 | |||||
Revolving Credit Facility due 2027 | $ | | $ | | ||
| | |||||
Less: Unamortized debt issuance costs and discounts/premiums, net | ( | ( | ||||
$ | | $ | | |||
14
Senior Secured Notes due 2028. On February 12, 2021, the Company issued $
On February 7, 2022, the Company closed a private offering for an additional $
On February 21, 2023, the Company issued an additional $
The Notes bear interest at a fixed rate of
The Notes are guaranteed, jointly and severally (such guarantees, the “Guarantees”), by each of the Company’s restricted subsidiaries (collectively, the “Guarantors”). The Notes and the Guarantees are the Company’s and the Guarantors’ general senior secured obligations, subject to the terms of the Collateral Trust Agreement (as defined in the Amended Indenture), ranking senior in right of payment to all of the Company’s and the Guarantors’ existing and future debt that is expressly subordinated in right of payment to the Notes and the Guarantees, if any. The Notes and the Guarantees will rank equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior debt.
The Notes contain representations and warranties, covenants, and restrictions on dividends customary for notes of this type. Mandatory prepayments, in whole or in part, of the Notes will be required upon the occurrence of certain events, including sales of certain assets (unless such net proceeds are reinvested in the business) or upon certain changes of control.
The Company may redeem some or all of the Notes for cash at the following redemption prices:
Redemption Periods |
| Percentage Premium | |
February 15, 2025 to February 14, 2026 |
| | % |
February 15, 2026 and Thereafter | | % | |
15
Revolving Credit Facility due 2027. On February 7, 2022, the Company entered into a First Amendment to Credit Agreement with Capital One, N.A. (“Capital One”), which, among other things, increased the borrowing capacity under the Company’s Credit Agreement, dated March 31, 2021, from $
On February 21, 2023, the Company entered into a Second Amendment to Credit Agreement with Capital One, which, among other things, increased the amount of additional indebtedness permitted under the Company’s Credit Agreement from $
On March 5, 2025, the Company entered into a Third Amendment to Credit Agreement with Capital One, which extended the revolving credit facility’s maturity date from March 31, 2026 to January 1, 2027.
The interest rate per annum applicable to loans under the Credit Facility is currently, at the Company’s option, either (i) the Secured Overnight Financing Rate (“SOFR”) plus a margin equal to
The Credit Facility is equally and ratably secured by the same assets and guarantees securing the Notes. The Company may make prepayments of any amounts outstanding under the Credit Facility (without any reduction of the revolving commitments) in whole or in part at any time without penalty.
The Credit Facility contains a number of negative covenants that, subject to certain exceptions, are substantially similar to the covenants contained in the Notes. The Credit Facility also requires compliance with a financial covenant as of the last day of each fiscal quarter, such that Adjusted EBITDA (as defined) for the trailing 12-month period must equal or exceed the utilized portion of the Credit Facility, if drawn. At June 30, 2025, the Company complied with this financial covenant and $
Fair Value of Long-Term Debt. The estimated fair value of the Notes was approximately $
7. CUSTOMER CONTRACT LIABILITIES
There is often a timing difference between the Company receiving cash and the Company recording revenue for providing services or hosting events. With the exception of noncurrent portions of deferred revenues from contracted sports wagering, these liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within “Other accrued liabilities” on the consolidated balance sheets.
The following table summarizes the primary activities related to short- and long-term customer contract related liabilities:
Outstanding | Players | Contracted | Progressive | |||||||||||||||||||||
(In thousands) | Chip Liability | Club Points | Sports Wagering | Jackpots and Other | ||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||
Balance at January 1 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Balance at June 30 |
| | | | | | | | | |||||||||||||||
Increase (Decrease) | $ | ( | $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | ||||||||
16
8. INCOME TAXES
The Company’s effective income tax rates for the three and six months ended June 30, 2025 were
The Company continues to assess the realizability of deferred tax assets (“DTAs”) and concluded that it has not met the “more likely than not” threshold. At June 30, 2025, the Company continues to provide a valuation allowance against its DTAs that cannot be offset by existing deferred tax liabilities. In accordance with Accounting Standards Codification 740 (“ASC 740”), this assessment has taken into consideration the jurisdictions in which these DTAs reside. The valuation allowance against DTAs has no effect on the actual taxes paid or owed by the Company.
Changes in tax laws, rulings, policies, or related legal and regulatory interpretations occur frequently and may have significant favorable or adverse impacts on our effective tax rate.
On July 4, 2025, new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”), 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. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. The Company is still in the process of evaluating the OBBBA and an estimate of the financial impact cannot be made at this time. However, management does not expect it to have a material impact on the results of operations.
9. COMMITMENTS AND CONTINGENCIES
Litigation
The Company is party to a number of pending legal proceedings related to matters that occurred in the normal course of business. Management does not expect that the outcome of any such proceedings, either individually or in the aggregate, will have a material effect on the Company’s financial position, results of operations and cash flows.
Contingent Gaming License Fees in Illinois
As required for its gaming licensure at American Place, the Company continues to accrue for a “Reconciliation Payment” that will be due to the Illinois Gaming Board (“IGB”) over a long-term basis. The Reconciliation Payment is calculated in February 2026 (three years after the commencement of gaming operations in Illinois) in an amount equal to
17
The estimated present value of the long-term obligation for the Company’s gaming license in Illinois consisted of the following as discussed above, with a corresponding increase to the Illinois gaming license valuation:
(In thousands) | June 30, | December 31, | ||||
| 2025 |
| 2024 | |||
Estimated IGB Reconciliation Fee(1) | $ | | $ | | ||
Less: Amount representing interest(2) | ( | ( | ||||
Present value of IGB Reconciliation Fee(3) | $ | | $ | | ||
__________
| (1) | Calculated based upon gaming revenues generated during the trailing 12-months of the corresponding dates. This one-time fee will be paid in |
| (2) | The effective interest rate of the Revolving Credit Facility (see Note 6) is used to impute interest on this long-term obligation and its corresponding increase to the Illinois gaming license valuation, which approximates their fair values. |
| (3) | The current and noncurrent balances are located respectively within “Other accrued liabilities” and “Other long-term liabilities, net of current portion” on the consolidated balance sheets. |
10. EARNINGS (LOSS) PER SHARE
The table below reconciles basic and diluted loss per share of common stock:
(In thousands) | Three Months Ended | Six Months Ended | ||||||||||
June 30, | June 30, | |||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Numerator: |
|
|
|
|
|
|
|
| ||||
Net loss ─ basic | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Net loss ─ diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Denominator: |
|
|
|
| ||||||||
Weighted-average common shares ─ basic | | | | | ||||||||
Potential dilution from share-based awards | — | — | — | — | ||||||||
Weighted-average common and common share equivalents ─ diluted | | | | | ||||||||
Anti-dilutive share-based awards excluded from the calculation of diluted loss per share | | | | | ||||||||
11. SEGMENT INFORMATION
The Company manages its reporting segments based on geographic regions within the United States and type of income. The Company’s management views the regions where each of its casino resorts are located as reportable segments, in addition to its contracted sports wagering segment. Reportable segments are aggregated based on geography, economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. Therefore, the Company has determined
The Company’s chief operating decision maker (“CODM”) is the chief executive officer.
The Company’s CODM assesses the performance of each segment by using Adjusted Segment EBITDA as the measure of segment profitability. Adjusted Segment 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 segment.
18
The Company’s CODM uses Adjusted Segment EBITDA for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances and period-over-period fluctuations when making decisions about the allocation of operating and capital resources to each segment, as well as a basis for determining certain incentive compensation.
The following tables present the Company’s segment information:
(In thousands) | Three Months Ended June 30, 2025 | |||||||||||
Contracted | ||||||||||||
Sports | ||||||||||||
Midwest & South | West | Wagering | Total | |||||||||
Revenues | ||||||||||||
Casino | $ | | $ | | $ | — | $ | | ||||
Food and beverage |
| |
| |
| — |
| | ||||
Hotel |
| |
| |
| — |
| | ||||
Other operations, |
| |
| |
| |
| | ||||
Total consolidated revenues | | | | | ||||||||
Less: | ||||||||||||
Payroll and related costs | | | — | | ||||||||
Cost of sales | | | — | | ||||||||
Taxes(1) | | | | | ||||||||
Other segment items(2) | | | | | ||||||||
Total segment expenses | | | | | ||||||||
Adjusted Segment EBITDA | | ( | | | ||||||||
Other operating costs and expenses: | ||||||||||||
Depreciation and amortization |
| ( | ||||||||||
Corporate expenses |
| ( | ||||||||||
Project development costs |
| ( | ||||||||||
Gain on sale of Stockman’s | | |||||||||||
Stock-based compensation | ( | |||||||||||
Operating loss |
| ( | ||||||||||
Other expenses: | ||||||||||||
Interest expense, net |
| ( | ||||||||||
Other | ( | |||||||||||
( | ||||||||||||
Loss before income taxes | ( | |||||||||||
Income tax benefit |
| ( | ||||||||||
Net loss | $ | ( | ||||||||||
__________
| (1) | Excludes real estate and property taxes. |
| (2) | For each reportable segment, the “Other segment items” category includes: |
| ● | Midwest & South and West ─ Advertising and marketing, rent expense, insurance, and other miscellaneous costs. |
| ● | Contracted Sports Wagering ─ Credit loss expense net of recoveries, as well as certain overhead expenses. |
19
(In thousands) | Three Months Ended June 30, 2024 | |||||||||||
Contracted | ||||||||||||
Sports | ||||||||||||
Midwest & South | West | Wagering | Total | |||||||||
Revenues | ||||||||||||
Casino | $ | | $ | | $ | — | $ | | ||||
Food and beverage |
| |
| |
| — |
| | ||||
Hotel |
| |
| |
| — |
| | ||||
Other operations, |
| |
| |
| |
| | ||||
Total consolidated revenues | | | | | ||||||||
Less: | ||||||||||||
Payroll and related costs | | | — | | ||||||||
Cost of sales | | | — | | ||||||||
Taxes(1) | | | | | ||||||||
Other segment items(2) | | | | | ||||||||
Total segment expenses | | | | | ||||||||
Adjusted Segment EBITDA | | | | | ||||||||
Other operating costs and expenses: | ||||||||||||
Depreciation and amortization |
| ( | ||||||||||
Corporate expenses | ( | |||||||||||
Project development costs |
| ( | ||||||||||
Preopening costs | ( | |||||||||||
Stock-based compensation |
| ( | ||||||||||
Operating income |
| | ||||||||||
Other expense: | ||||||||||||
Interest expense, net |
| ( | ||||||||||
Loss before income taxes | ( | |||||||||||
Income tax benefit |
| ( | ||||||||||
Net loss | $ | ( | ||||||||||
__________
| (1) | Excludes real estate and property taxes. |
| (2) | For each reportable segment, the “Other segment items” category includes: |
| ● | Midwest & South and West ─ Advertising and marketing, rent expense, insurance, and other miscellaneous costs. |
| ● | Contracted Sports Wagering ─ Credit loss expense net of recoveries, as well as certain overhead expenses. |
20
(In thousands) | Six Months Ended June 30, 2025 | |||||||||||
Contracted | ||||||||||||
Sports | ||||||||||||
Midwest & South | West | Wagering | Total | |||||||||
Revenues | ||||||||||||
Casino | $ | | $ | | $ | — | $ | | ||||
Food and beverage |
| |
| |
| — |
| | ||||
Hotel |
| |
| |
| — |
| | ||||
Other operations, |
| |
| |
| |
| | ||||
Total consolidated revenues | | | | | ||||||||
Less: | ||||||||||||
Payroll and related costs | | | — | | ||||||||
Cost of sales | | | — | | ||||||||
Taxes(1) | | | | | ||||||||
Other segment items(2) | | | | | ||||||||
Total segment expenses | | | | | ||||||||
Adjusted Segment EBITDA | | ( | | | ||||||||
Other operating costs and expenses: | ||||||||||||
Depreciation and amortization |
| ( | ||||||||||
Corporate expenses | ( | |||||||||||
Project development costs |
| ( | ||||||||||
Loss on disposal of assets | ( | |||||||||||
Loss on sale of Stockman’s, net | ( | |||||||||||
Stock-based compensation, net |
| ( | ||||||||||
Operating income |
| | ||||||||||
Other expenses: | ||||||||||||
Interest expense, net |
| ( | ||||||||||
Other | ( | |||||||||||
( | ||||||||||||
Loss before income taxes | ( | |||||||||||
Income tax provision |
| | ||||||||||
Net loss | $ | ( | ||||||||||
__________
| (1) | Excludes real estate and property taxes. |
| (2) | For each reportable segment, the “Other segment items” category includes: |
| ● | Midwest & South and West ─ Advertising and marketing, rent expense, insurance, and other miscellaneous costs. |
| ● | Contracted Sports Wagering ─ Credit loss expense net of recoveries, as well as certain overhead expenses. |
21
(In thousands) | Six Months Ended June 30, 2024 | |||||||||||
Contracted | ||||||||||||
Sports | ||||||||||||
Midwest & South | West | Wagering | Total | |||||||||
Revenues | ||||||||||||
Casino | $ | | $ | | $ | — | $ | | ||||
Food and beverage |
| |
| |
| — |
| | ||||
Hotel |
| |
| |
| — |
| | ||||
Other operations, |
| |
| |
| |
| | ||||
Total consolidated revenues | | | | | ||||||||
Less: | ||||||||||||
Payroll and related costs | | | — | | ||||||||
Cost of sales | | | — | | ||||||||
Taxes(1) | | | | | ||||||||
Other segment items(2) | | | | | ||||||||
Total segment expenses | | | | | ||||||||
Adjusted Segment EBITDA | | | | | ||||||||
Other operating costs and expenses: | ||||||||||||
Depreciation and amortization | ( | |||||||||||
Corporate expenses | ( | |||||||||||
Project development costs |
| ( | ||||||||||
Preopening costs | ( | |||||||||||
Loss on disposal of assets | ( | |||||||||||
Stock-based compensation |
| ( | ||||||||||
Operating income |
| | ||||||||||
Other expense: | ||||||||||||
Interest expense, net |
| ( | ||||||||||
Loss before income taxes | ( | |||||||||||
Income tax provision |
| | ||||||||||
Net loss | $ | ( | ||||||||||
__________
| (1) | Excludes real estate and property taxes. |
| (2) | For each reportable segment, the “Other segment items” category includes: |
| ● | Midwest & South and West ─ Advertising and marketing, rent expense, insurance, and other miscellaneous costs. |
| ● | Contracted Sports Wagering ─ Credit loss expense net of recoveries, as well as certain overhead expenses. |
(In thousands) | June 30, | December 31, | ||||
| 2025 |
| 2024 | |||
Total Assets | ||||||
Midwest & South | $ | | $ | | ||
West |
| |
| | ||
Contracted Sports Wagering | | | ||||
Corporate and Other |
| |
| | ||
$ | | $ | | |||
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions that may cause our actual results to differ materially from those discussed in the forward-looking statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes for the fiscal year ended December 31, 2024, which were included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2025. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. Full House Resorts, Inc., together with its subsidiaries, may be referred to as “Full House,” the “Company,” “we,” “our” or “us,” except where stated or the context otherwise indicates.
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.
The following table identifies our segments, along with properties and their locations:
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* | ||
Bronco Billy’s Casino (“Bronco Billy’s”) and |
| Cripple Creek, CO |
Grand Lodge Casino (“Grand Lodge”), |
| Incline Village, NV |
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. See Note 4 for details. |
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. Additionally, we benefit from seven permitted sports wagering skins – three in Colorado, three in Indiana, and one in Illinois.
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 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.
In April 2025, we completed the sale of Stockman’s to a privately-owned company.
In July 2025, we agreed to an extension of our active sports wagering skin in Indiana through December 2031.
23
Our financial results are dependent upon the number of patrons that we attract to our properties and the amounts those guests spend per visit. 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. 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. We often provide hotel rooms, food and beverages, entertainment, ferry usage, and golf privileges to customers on a complimentary basis (“comps”); the value of such services is included as revenue in those categories, offset by contra-revenue in the casino revenue category. 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.
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. 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. 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.
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.
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. 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. 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. 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 (excluding working capital adjustments), which closed on April 1, 2025 at a $0.2 million loss for the six months ended June 30, 2025. 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. In July 2025, such operator reversed its decision related to our Indiana sports skin, and fully prepaid its remaining term through December 2031 for a reduced fee totaling $1.5 million.
24
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. 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. 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. 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. 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. Complimentary room sales, or the retail value of accommodations gratuitously furnished to customers, 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. For a description of Adjusted EBITDA, see ”Non-GAAP Financial Measure.” We utilize Adjusted Segment EBITDA, a financial measure in accordance with generally accepted accounting principles in the United States of America (“GAAP”), 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 11. In addition, we use Adjusted Segment EBITDA Margin, which is calculated by dividing Adjusted Segment EBITDA by the segment’s total revenues.
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.
25
Results of Operations
Consolidated operating results
The following tables summarize our consolidated operating results for the three and six months ended June 30, 2025 and 2024:
Three Months Ended | Six Months Ended | |||||||||||||||||
(In thousands) | June 30, | Increase / | June 30, | Increase / | ||||||||||||||
| 2025 |
| 2024 |
| (Decrease) |
| 2025 |
| 2024 |
| (Decrease) | |||||||
Revenues | $ | 73,946 | $ | 73,492 |
| 0.6 | % | $ | 149,004 | $ | 143,416 |
| 3.9 | % | ||||
Operating expenses |
| 74,020 |
| 71,177 |
| 4.0 | % |
| 148,340 |
| 141,707 |
| 4.7 | % | ||||
Operating (loss) income |
| (74) |
| 2,315 |
| N.M. |
| 664 |
| 1,709 |
| (61.1) | % | |||||
Interest expense, net |
| 10,354 | 11,023 | (6.1) | % | 20,651 | 21,273 | (2.9) | % | |||||||||
Other | 50 | — | N.M. | 50 | — | N.M. | ||||||||||||
Income tax (benefit) provision |
| (95) |
| (79) |
| 20.3 | % |
| 111 |
| 337 |
| (67.1) | % | ||||
Net loss | $ | (10,383) | $ | (8,629) |
| 20.3 | % | $ | (20,148) | $ | (19,901) |
| 1.2 | % | ||||
__________
N.M. Not meaningful.
Three Months Ended | Six Months Ended | |||||||||||||||||
(In thousands) | June 30, | Increase | June 30, | Increase / | ||||||||||||||
| 2025 |
| 2024 |
| (Decrease) |
| 2025 |
| 2024 |
| (Decrease) | |||||||
Casino revenues | ||||||||||||||||||
Slots | $ | 48,264 | $ | 46,097 |
| 4.7 | % | $ | 93,219 | $ | 88,603 |
| 5.2 | % | ||||
Table games |
| 8,639 |
| 8,498 |
| 1.7 | % |
| 18,895 |
| 17,541 |
| 7.7 | % | ||||
Other |
| 80 |
| 90 |
| (11.1) | % |
| 169 |
| 214 |
| (21.0) | % | ||||
| 56,983 |
| 54,685 |
| 4.2 | % |
| 112,283 |
| 106,358 |
| 5.6 | % | |||||
Non-casino revenues, net |
|
|
|
|
|
| ||||||||||||
Food and beverage |
| 9,580 |
| 10,403 |
| (7.9) | % |
| 19,641 |
| 20,172 |
| (2.6) | % | ||||
Hotel |
| 3,720 |
| 3,742 |
| (0.6) | % |
| 7,562 |
| 6,594 |
| 14.7 | % | ||||
Other |
| 3,663 |
| 4,662 |
| (21.4) | % |
| 9,518 |
| 10,292 |
| (7.5) | % | ||||
| 16,963 |
| 18,807 |
| (9.8) | % |
| 36,721 |
| 37,058 |
| (0.9) | % | |||||
Total revenues | $ | 73,946 | $ | 73,492 |
| 0.6 | % | $ | 149,004 | $ | 143,416 |
| 3.9 | % | ||||
Three Months Ended |
| Six Months Ended |
| ||||||||||||||||||
(In thousands) | June 30, | Increase / | June 30, | Increase / | |||||||||||||||||
2025 | 2024 | (Decrease) |
| 2025 | 2024 | (Decrease) | |||||||||||||||
Slot coin-in | $ | 787,467 | $ | 775,776 | 1.5 | % | $ | 1,543,755 | $ | 1,500,625 | 2.9 | % | |||||||||
Slot win(1) | $ | 60,776 | $ | 59,269 | 2.5 | % | $ | 117,527 | $ | 112,402 | 4.6 | % | |||||||||
Slot hold percentage(2) | 7.7 | % | 7.6 | % | 0.1 | pts | 7.6 | % | 7.5 | % | 0.1 | pts | |||||||||
Table game drop | $ | 53,815 | $ | 47,811 | 12.6 | % | $ | 108,340 | $ | 94,739 | 14.4 | % | |||||||||
Table game win(1) | $ | 8,715 | $ | 8,593 | 1.4 | % | $ | 19,056 | $ | 17,853 | 6.7 | % | |||||||||
Table game hold percentage(2) | 16.2 | % | 18.0 | % | (1.8) | pts | 17.6 | % | 18.8 | % | (1.2) | pts | |||||||||
__________
| (1) | Does not reflect reductions in casino revenues from discretionary complimentary goods and services that are provided by the Company. |
| (2) | The three-year averages for slot hold percentage and table game hold percentage were 7.5% and 18.1%, respectively. A significant portion of our results in the recent quarters reflect the opening of two new casinos. Their win percentages may differ from historical averages. |
26
The following discussion is based on our condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024.
Revenues. Consolidated total revenues improved by 0.6% (or $0.5 million) and 3.9% (or $5.6 million) for the three and six months ended June 30, 2025, compared to the prior-year periods, despite completion of the sale of Stockman’s Casino in April 2025. This was primarily due to the continued ramp-up of operations at our two newest properties, American Place and Chamonix.
Operating Expenses. Consolidated operating expenses increased by 4.0% (or $2.8 million) and by 4.7% (or $6.6 million) for the three and six months ended June 30, 2025, compared to the prior-year periods. These increases were 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.
Casino expenses in the second quarter of 2025 increased by $1.4 million and $1.3 million at American Place and Chamonix, respectively, when compared to the second quarter of 2024. For the six months ended June 30, 2025, casino expenses rose $3.0 million and $2.3 million, respectively, compared to the prior-year period.
Similarly, selling, general and administrative costs rose $0.7 million and $1.2 million at American Place and Chamonix, respectively, when comparing the second quarters of 2025 and 2024. For the six months ended June 30, 2025, selling, general and administrative expenses rose $2.2 million and $3.5 million, respectively, compared to the same period in 2024. At American Place, increased costs for the current year-to-date period were mostly attributable to increased marketing efforts, as well as costs associated with increased operations. At Chamonix, the year-to-date increase was mostly attributable to its revamped marketing strategies and a fully-opened property beginning in October 2024.
See further information within our reportable segments described below.
Interest Expense.
Interest expense, net, consists of the following:
Three Months Ended | Six Months Ended | |||||||||||
(In thousands) | June 30, | June 30, | ||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Interest expense (excluding bond fee amortization and discounts/premiums) | $ | 10,002 | $ | 10,666 | $ | 19,949 | $ | 20,875 | ||||
Amortization of debt issuance costs and discounts/premiums |
| 736 |
| 743 |
| 1,475 |
| 1,485 | ||||
Capitalized interest |
| (337) |
| (199) |
| (640) |
| (561) | ||||
Interest income and other | (47) | (187) | (133) | (526) | ||||||||
$ | 10,354 | $ | 11,023 | $ | 20,651 | $ | 21,273 | |||||
The decreases in net interest expense for the three and six months ended June 30, 2025 were primarily due to reductions in interest rates applied to the revolving credit facility, as well as a lower outstanding balance on such credit facility, than in the prior-year periods. Interest income also declined compared to the prior-year periods, as we maintained higher cash balances throughout much of 2024 to complete the construction of Chamonix.
27
Income Tax Expense.
We recognized an income tax benefit of $95,000 and an income tax provision of $0.1 million for the respective three and six months ended June 30, 2025, which resulted in effective income tax rates of 0.9% and (0.6%), respectively. For the respective three and six months ended June 30, 2024, we recognized an income tax benefit of $79,000 and an income tax provision of $0.3 million, which resulted in effective income tax rates of 0.9% and (1.7%), respectively. The changes in the effective income tax rates were primarily due to the Company’s projections for pre-tax book income in 2025, changes in valuation allowances, and the release of deferred tax liabilities in connection with the sale of Stockman’s intangible assets.
We do not expect to pay any federal income taxes or receive any federal tax refunds related to our 2025 results, as we anticipate an overall taxable loss for the period. We continue to evaluate, on a quarterly basis, the ability to realize our deferred tax assets and the need for a valuation allowance. The valuation allowance, and the potential reversal of such allowance, have no bearing on the taxes actually paid by the Company.
On July 4, 2025, new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”), 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. In addition, the OBBBA 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 OBBBA, but we do not expect it to have a material impact on the results of our operations.
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 “Executive Overview” above.
The following table presents detail by segment of our consolidated revenues and Adjusted EBITDA; see “Non-GAAP Financial Measure” for additional information. Additionally, management uses Adjusted Segment EBITDA as the measure of segment profitability in accordance with GAAP.
(In thousands) | Three Months Ended |
| Six Months Ended | |||||||||||||||
June 30, | Increase / | June 30, | Increase / | |||||||||||||||
| 2025 |
| 2024 |
| (Decrease) |
| 2025 |
| 2024 |
| (Decrease) | |||||||
Revenues | ||||||||||||||||||
Midwest & South |
| $ | 57,802 | $ | 55,458 |
| 4.2 | % | $ | 114,976 | $ | 110,088 |
| 4.4 | % | |||
West |
|
| 14,485 |
| 15,151 |
| (4.4) | % |
| 30,089 |
| 28,185 |
| 6.8 | % | |||
Contracted Sports Wagering | 1,659 | 2,883 | (42.5) | % | 3,939 | 5,143 | (23.4) | % | ||||||||||
| $ | 73,946 | $ | 73,492 |
| 0.6 | % | $ | 149,004 | $ | 143,416 |
| 3.9 | % | ||||
Adjusted Segment EBITDA and | ||||||||||||||||||
Midwest & South |
| $ | 12,757 | $ | 12,275 |
| 3.9 | % | $ | 25,865 | $ | 24,958 |
| 3.6 | % | |||
West |
|
| (1,138) |
| 865 |
| N.M. |
| (3,606) |
| 731 |
| N.M. | |||||
Contracted Sports Wagering | 1,611 | 2,577 | (37.5) | % | 3,791 | 4,512 | (16.0) | % | ||||||||||
Adjusted Segment EBITDA |
|
| 13,230 |
| 15,717 |
| (15.8) | % |
| 26,050 |
| 30,201 |
| (13.7) | % | |||
Corporate |
|
| (2,096) |
| (1,576) |
| 33.0 | % |
| (3,429) |
| (3,651) |
| (6.1) | % | |||
Adjusted EBITDA |
| $ | 11,134 | $ | 14,141 |
| (21.3) | % | $ | 22,621 | $ | 26,550 |
| (14.8) | % | |||
Adjusted Segment EBITDA Margin | ||||||||||||||||||
Midwest & South | 22.1 | % | 22.1 | % | — | pts | 22.5 | % | 22.7 | % | (0.2) | pts | ||||||
West | (7.9) | % | 5.7 | % | (13.6) | pts | (12.0) | % | 2.6 | % | (14.6) | pts | ||||||
Contracted Sports Wagering | 97.1 | % | 89.4 | % | 7.7 | pts | 96.2 | % | 87.7 | % | 8.5 | pts | ||||||
__________
N.M. Not meaningful.
28
Midwest & South
Our Midwest & South segment includes Silver Slipper, Rising Star and American Place. Total revenues for the three and six months ended June 30, 2025 increased by 4.2% (or $2.3 million) and 4.4% (or $4.9 million), respectively. Continued growth at American Place, which opened its temporary facility in February 2023, more than offset revenue declines at Silver Slipper and Rising Star.
Casino revenue increased by 7.2% (or $3.1 million) and 7.4% (or $6.2 million) for the three and six months ended June 30, 2025. For the three months ended June 30, 2025, slot revenue increased by 9.6% (or $3.4 million), while table games revenue declined by 3.8% (or $0.3 million). For the six months ended June 30, 2025, slot revenue increased by 8.1% (or $5.6 million) and table games revenue rose by 4.5% (or $0.7 million).
Non-casino revenue declined by 6.1% (or $0.8 million) and 5.2% (or $1.4 million) for the respective three and six months ended June 30, 2025, primarily due to decreases at Silver Slipper. Food and beverage revenue declined by 6.2% (or $0.5 million) and 5.1% (or $0.9 million) for the respective three and six months ended June 30, 2025, while hotel revenue declined by 13.1% (or $0.3 million) and 14.2% (or $0.6 million) for the corresponding periods during the year.
Adjusted Segment EBITDA rose by 3.9% (or $0.5 million) and 3.6% (or $0.9 million) for the respective three and six months ended June 30, 2025, benefiting from revenue growth at American Place as mentioned above, as well as a new leadership team at Silver Slipper and its focus on reducing operational expenses. 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.
West
Our West segment includes Bronco Billy’s, Chamonix, 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 also historically been seasonal, with the summer months accounting for a disproportionate share of annual revenues. Additionally, snowfall levels during the winter months can often affect operations, as Grand Lodge is located near several major ski resorts. 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.
Total revenues declined by 4.4% (or $0.7 million) for the three months ended June 30, 2025, but rose by 6.8% (or $1.9 million) for the six months ended June 30, 2025. These results reflect revenue growth at Chamonix, as well as the sale of Stockman’s in April 2025.
Casino revenue declined by 6.9% (or $0.8 million) and 1.4% (or $0.3 million) for the respective three and six months ended June 30, 2025, reflecting the sale of Stockman’s at the beginning of the second quarter of 2025. Slot revenue declined by 11.4% (or $1.2 million) and 4.8% (or $1.0 million) for the respective three and six months ended June 30, 2025. Table games revenue rose by 45.7% (or $0.4 million) and 29.6% (or $0.7 million) for the respective three and six months ended June 30, 2025, attributable mostly to expanded table games operations at Chamonix/Bronco Billy’s.
Non-casino revenue rose by 3.9% (or $0.1 million) and 38.3% (or $2.2 million) for the respective three and six months ended June 30, 2025. Food and beverage revenue declined by 16.5% (or $0.3 million) during the second quarter due to the sale of Stockman’s, but rose 11.7% (or $0.3 million) for the six months ended June 30, 2025. Hotel revenue rose by 15.8% (or $0.3 million) and 63.1% (or $1.6 million) for the corresponding 2025 periods, largely due to the completion of Chamonix’s phased opening in October 2024 and its continuing ramp-up of operations. Guest volume increases from Chamonix’s new hotel also benefited food and beverage venues throughout Chamonix and Bronco Billy’s.
29
Adjusted Segment EBITDA was $(1.1) million in the second quarter of 2025, a decline from $0.9 million in the prior-year period. For the six months ended June 30, 2025, Adjusted Segment EBITDA of $(3.6) million compares to $0.7 million in the prior-year period. Current-period results reflect the sale of Stockman’s, as well as early inefficiencies related to Chamonix’s new operations. 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. Of note, when comparing the first and second quarters of 2025, operating expenses at Chamonix/Bronco Billy’s were $1.2 million lower despite flat revenues of $11.6 million.
Contracted Sports Wagering
The Contracted Sports Wagering segment consists of our on-site and online sports wagering skins in Colorado, Indiana and Illinois.
Comparisons for both the three- and six-month periods were adversely affected by fewer active sports wagering skins in the 2025 periods. Accordingly, revenues for the three months ended June 30, 2025 declined by $1.2 million, from $2.9 million in the prior-year period to $1.7 million, and Adjusted Segment EBITDA declined by $1.0 million, from $2.6 million to $1.6 million. For the six months ended June 30, 2025, revenues declined by $1.2 million, from $5.1 million in the prior-year period to $3.9 million, and Adjusted Segment EBITDA declined by $0.7 million, from $4.5 million to $3.8 million.
Corporate
Corporate expenses for the three months ended June 30, 2025 rose by $0.5 million when compared to the prior-year period, primarily due to increases in third-party professional services fees. Corporate expenses for the six months ended June 30, 2025, decreased by $0.2 million when compared to the prior-year period, primarily due to decreases in accrued bonus compensation and certain third-party professional services fees. Corporate expenses were $2.1 million and $1.6 million for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, corporate expenses were $3.4 million and $3.7 million, respectively.
30
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. 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. In addition, a version of Adjusted EBITDA (known as Consolidated Cash Flow) is utilized in the covenants within the 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. Accordingly, this measure should be considered supplemental and not a substitute for net income (loss) or cash flows as an indicator of the Company’s operating performance or liquidity.
The following table presents a reconciliation of net loss and operating (loss) income to Adjusted EBITDA:
(In thousands) | Three Months Ended | Six Months Ended | |||||||||
June 30, | June 30, | ||||||||||
2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Net loss | $ | (10,383) | $ | (8,629) | $ | (20,148) | $ | (19,901) | |||
Income tax (benefit) provision | (95) | (79) | 111 | 337 | |||||||
Interest expense, net | 10,354 | 11,023 | 20,651 | 21,273 | |||||||
Other | 50 | — | 50 | — | |||||||
Operating (loss) income | (74) | 2,315 | 664 | 1,709 | |||||||
Project development costs | 33 | 3 | 174 | 3 | |||||||
Preopening costs | — | 757 | — | 2,420 | |||||||
Depreciation and amortization | 10,588 | 10,326 | 21,195 | 20,951 | |||||||
Loss on disposal of assets | — | — | 6 | 18 | |||||||
(Gain) loss on sale of Stockman’s, net of impairment | (7) | — | 205 | — | |||||||
Stock-based compensation, net | 594 | 740 | 377 | 1,449 | |||||||
Adjusted EBITDA | $ | 11,134 | $ | 14,141 | $ | 22,621 | $ | 26,550 | |||
31
The following tables present reconciliations of operating income (loss) to Adjusted Segment EBITDA and Adjusted EBITDA.
Three Months Ended June 30, 2025 | ||||||||||||||||||
(In thousands) | ||||||||||||||||||
Adjusted | ||||||||||||||||||
Segment | ||||||||||||||||||
Operating | Depreciation | Gain on | Project | Stock- | EBITDA and | |||||||||||||
Income | and | Sale of | Development | Based | Adjusted | |||||||||||||
| (Loss) |
| Amortization |
| Stockman’s |
| Costs |
| Compensation |
| EBITDA | |||||||
Reporting segments |
|
|
|
|
|
|
|
|
|
|
| |||||||
Midwest & South | $ | 6,552 | $ | 6,205 | $ | — | $ | — | $ | — | $ | 12,757 | ||||||
West |
| (5,501) |
| 4,370 |
| (7) |
| — |
| — |
| (1,138) | ||||||
Contracted | 1,611 | — | — | — | — | 1,611 | ||||||||||||
| 2,662 |
| 10,575 |
| (7) |
| — |
| — |
| 13,230 | |||||||
Other operations |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Corporate |
| (2,736) |
| 13 |
| — |
| 33 |
| 594 |
| (2,096) | ||||||
$ | (74) | $ | 10,588 | $ | (7) | $ | 33 | $ | 594 | $ | 11,134 | |||||||
Three Months Ended June 30, 2024 | ||||||||||||||||||
(In thousands) | ||||||||||||||||||
Adjusted | ||||||||||||||||||
Segment | ||||||||||||||||||
Operating | Depreciation | Project | Stock- | EBITDA and | ||||||||||||||
Income | and | Development | Preopening | Based | Adjusted | |||||||||||||
(Loss) | Amortization | Costs | Costs | Compensation |
| EBITDA | ||||||||||||
Reporting segments |
|
|
|
|
|
|
|
|
|
|
| |||||||
Midwest & South | $ | 6,233 | $ | 6,042 | $ | — | $ | — | $ | — | $ | 12,275 | ||||||
West |
| (4,148) |
| 4,256 |
| — |
| 757 |
| — |
| 865 | ||||||
Contracted | 2,577 | — | — | — | — | 2,577 | ||||||||||||
| 4,662 |
| 10,298 |
| — |
| 757 |
| — |
| 15,717 | |||||||
Other operations |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Corporate |
| (2,347) |
| 28 |
| 3 |
| — |
| 740 |
| (1,576) | ||||||
$ | 2,315 | $ | 10,326 | $ | 3 | $ | 757 | $ | 740 | $ | 14,141 | |||||||
32
Six Months Ended June 30, 2025 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Adjusted | |||||||||||||||||||||
Loss on | Stock- | Segment | |||||||||||||||||||
Operating | Depreciation | Loss on | Sale of | Project | Based | EBITDA and | |||||||||||||||
Income | and | Disposal | Stockman’s, | Development | Compensation, | Adjusted | |||||||||||||||
| (Loss) |
| Amortization |
| of Assets |
| net |
| Costs |
| net |
| EBITDA | ||||||||
Reporting segments | |||||||||||||||||||||
Midwest & South | $ | 13,446 | $ | 12,413 | $ | 6 | $ | — | $ | — | $ | — | $ | 25,865 | |||||||
West |
| (12,558) |
| 8,747 |
| — |
| 205 |
| — |
| — |
| (3,606) | |||||||
Contracted Sports Wagering | 3,791 | — | — | — | — | — | 3,791 | ||||||||||||||
| 4,679 |
| 21,160 |
| 6 |
| 205 |
| — |
| — |
| 26,050 | ||||||||
Other operations | |||||||||||||||||||||
Corporate |
| (4,015) |
| 35 |
| — |
| — |
| 174 |
| 377 |
| (3,429) | |||||||
$ | 664 | $ | 21,195 | $ | 6 | $ | 205 | $ | 174 | $ | 377 | $ | 22,621 | ||||||||
Six Months Ended June 30, 2024 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Adjusted | |||||||||||||||||||||
Segment | |||||||||||||||||||||
Operating | Depreciation | Loss on | Project | Stock- | EBITDA and | ||||||||||||||||
Income | and | Disposal | Development | Preopening | Based | Adjusted | |||||||||||||||
| (Loss) |
| Amortization |
| of Assets |
| Costs |
| Costs |
| Compensation |
| EBITDA | ||||||||
Reporting segments |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Midwest & South | $ | 12,043 | $ | 12,778 | $ | 18 | $ | — | $ | 119 | $ | — | $ | 24,958 | |||||||
West |
| (9,685) |
| 8,115 |
| — |
| — |
| 2,301 |
| — |
| 731 | |||||||
Contracted Sports Wagering | 4,512 | — | — | — | — | — | 4,512 | ||||||||||||||
| 6,870 |
| 20,893 |
| 18 |
| — |
| 2,420 |
| — |
| 30,201 | ||||||||
Other operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Corporate |
| (5,161) |
| 58 |
| — |
| 3 |
| — |
| 1,449 |
| (3,651) | |||||||
$ | 1,709 | $ | 20,951 | $ | 18 | $ | 3 | $ | 2,420 | $ | 1,449 | $ | 26,550 | ||||||||
33
Liquidity and Capital Resources
Cash Flows
At June 30, 2025, we had $32.1 million of cash and equivalents. Over the past several years, we invested in two new casinos (one of which has a hotel) that are now open to the public: the temporary facility at American Place, which opened in February 2023, and Chamonix, which opened in phases between December 2023 and October 2024. Such construction activity is now complete and their operations are in their ramp-up periods. We estimate that between $10 million and $15 million of cash is used in our day-to-day operations, including on-site cash in our slot machines, change and redemption kiosks, and cages. We believe that current cash balances, together with the available borrowing capacity under our revolving credit facility and cash flows from operating activities, will be sufficient to meet our liquidity and capital resource needs for the next 12 months of operations.
Cash flows – operating activities. On a consolidated basis, cash used in operations during the six months ended June 30, 2025 was $1.6 million, compared to cash provided by operations of $5.7 million in the prior-year period. Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but are also affected by changes in working capital. The change in operating cash flows for the six months ended June 30, 2025, as compared to the prior-year period, was primarily related to the timing of working capital spending, and to a lesser extent, decreased operating income.
Cash flows – investing activities. On a consolidated basis, cash used in investing activities during the respective six months ended June 30, 2025 and 2024 was $3.8 million and $33.9 million, both primarily related to the construction of Chamonix. During the recent period, we completed the surface parking lots at Chamonix, construction of which had been affected by a delay in receiving city approvals and the practical inability to pave during the winter months.
Cash flows – financing activities. On a consolidated basis, cash used in financing activities during the six months ended June 30, 2025 was $2.7 million, compared to cash used in financing activities of $0.9 million in the prior-year period. During 2025, we paid down net borrowings from the Credit Facility by $2.0 million.
Other Factors Affecting Liquidity
We have significant outstanding debt and contractual obligations. Our principal debt matures in February 2028. Certain planned capital expenditures designed to grow the Company, such as the permanent American Place facility, may require additional financing and/or temporarily reduce the Company’s ability to repay debt.
Our operations are subject to financial, economic, competitive, regulatory and other factors, many of which are beyond our control. Such future developments are highly uncertain and cannot be accurately predicted at this time.
Debt
Long-term Debt. At June 30, 2025, we had $450.0 million of principal indebtedness outstanding under the Notes and $25.0 million outstanding under the Credit Facility. We also owe $1.4 million related to our finance lease of a hotel at Rising Star. With the exception of the Credit Facility, all of our debt is at fixed interest rates. See Note 6 for details on our debt obligations.
34
Other
Long-term Obligation. As required for our gaming licensure at American Place, we continue to accrue for an interest-free “Reconciliation Payment” that will be due to the Illinois Gaming Board (“IGB”) over a long-term basis (see Note 9). We currently estimate that a total of $50.7 million will be due to the IGB over the course of six years, with the first annual payment of $8.5 million expected to be paid in 2026. Of the total amount, a discounted value of $42.2 million has been added to the valuation of our Illinois gaming license, while the remaining $8.5 million is expected to be expensed as imputed interest through the maturity of this obligation in February 2031.
Capital Investments. In addition to normal maintenance capital expenditures, we expect to make significant capital investments once we commence construction of the permanent American Place facility, which could begin in the second half of 2025.
American Place. We were selected by the IGB to develop and operate American Place in Waukegan, Illinois. While the larger permanent facility is under development, we are operating the temporary American Place facility, which opened in February 2023. We expect to internally generate a portion of the needed funds to complete American Place, but we will likely need additional financing. While there is no certainty that we will be able to do so, we intend to arrange such additional funding concurrent with the refinancing of our existing debt. Our existing bonds are currently callable and otherwise scheduled to mature in February 2028.
Other Capital Expenditures. Additionally, we may fund various other capital expenditure projects, depending on our financial resources. Our capital expenditures may fluctuate due to decisions regarding strategic capital investments in new or existing facilities, and the timing of capital investments to maintain the quality of our properties. No assurance can be given that any of our planned capital expenditure projects will be completed or that any completed projects will be successful. Our annual capital expenditures typically include some number of new slot machines and related equipment; to some extent, we can coordinate such purchases to match our resources.
We evaluate projects based on a number of factors, including profitability forecasts, length of the development period, the regulatory and political environment, and the ability to secure the funding necessary to complete the development or acquisition, among other considerations. No assurance can be given that any additional projects will be pursued or completed or that any completed projects will be successful.
Hyatt Owner’s Option to Purchase our Leasehold Interest and Related Assets. Our lease with the owner of the Hyatt Lake Tahoe to operate Grand Lodge currently expires on December 31, 2034. 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 the ability to purchase our leasehold interest and related casino operating assets at any time prior to lease expiration. See Note 5 for more information.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.
Critical Accounting Estimates and Policies
We describe our critical accounting estimates and policies in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024. We also discuss our critical accounting estimates and policies in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the year ended December 31, 2024. There has been no significant change in our estimation methods since the end of 2024.
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Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for which the Private Securities Litigation Reform Act of 1995 provides a safe harbor. These forward-looking statements can be identified by use of terms such as “believes,” “expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives,” “goals,” “aims,” “projects,” “forecasts,” “future,” “possible,” “seeks,” “may,” “could,” “should,” “will,” “might,” “likely,” “enable,” or similar words or expressions, as well as statements containing phrases such as “in our view,” “we cannot assure you,” “although no assurance can be given,” or “there is no way to anticipate with certainty.” Examples of forward-looking statements include, among others, statements we make regarding our plans, beliefs or expectations regarding our growth strategies; our expected construction budgets, estimated commencement and completion dates, expected amenities, and our expected operational performance for the American Place permanent facility; our expectations regarding our ability to generate operating cash flow and to obtain debt financing on reasonable terms and conditions for the construction of the permanent American Place facility; our expectations regarding our ability to refinance our outstanding debt; our investments in capital improvements and other projects, including the amounts of such investments, the timing of commencement or completion of such capital improvements and projects, and the resulting impact on our financial results; our expectations regarding the effect of management changes and operational improvements at our properties, including Chamonix; our sports wagering contracts with third-party providers, including the expected revenues and expenses and our expectations regarding the operation and usage of our available idle sports wagering contracts, our ability to replace any terminated sports wagering contracts or our ability to operate sports wagering contracts ourselves; adequacy of our financial resources to fund operating requirements and planned capital expenditures and to meet our debt and contractual obligations; expected sources of revenue; anticipated sources of funds; anticipated or potential legislative actions; beliefs in connection with our marketing efforts, including our revamped marketing strategy at Chamonix; factors that affect the financial performance of our properties; adequacy of our insurance; competitive outlook; outcome of legal and litigation matters; impact of recently issued accounting standards; and estimates regarding certain accounting and tax matters, among others.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, those risks discussed in Part I, Item 1A—Risk Factors and throughout Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of our Annual Report on Form 10-K for the year ended December 31, 2024, and in Part II, Item 1A—Risk Factors and elsewhere of this Form 10-Q. In addition, you should consult other disclosures made by us (such as in our other filings with the SEC or in company press releases) for other factors that may cause actual results to differ materially from those projected by us. You should read this Form 10-Q, and the documents that we reference in this Form 10-Q and have filed with the SEC, and our Annual Report on Form 10-K for the year ended December 31, 2024, with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.
We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events or conditions, except as required by law. 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. 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. 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.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures — At June 30, 2025, we completed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, at June 30, 2025, our disclosure controls and procedures are effective at a reasonable assurance level in timely alerting them to material information relating to us, which is required to be included in our periodic SEC filings.
We have established controls and procedures designed at the reasonable assurance level to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting — There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 5. Other Information
During the quarter ended June 30, 2025,
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions and other matters arising in the normal course of business. We do not believe that the final outcome of these matters will have a material adverse effect on our condensed consolidated financial position or results of operations. We maintain what we believe is adequate insurance coverage to further mitigate the risks of such proceedings.
Item 1A. Risk Factors
There were no material changes from the risk factors set forth under Part I, Item 1A “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 12, 2025, the compensation committee (the “Compensation Committee”) of our board of directors approved a grant of an inducement equity award of 29,940 restricted shares to an employee in connection with his hiring. Subject to his continuing service through the vesting dates, one-third of the total number of shares granted will vest on each of May 12, 2026, 2027, and 2028. On March 10, 2025, the Compensation Committee approved a grant of an inducement equity award of 24,213 restricted shares to an employee in connection with his hiring. Subject to his continuing service through the vesting dates, one-third of the total number of shares granted will vest on each of March 10, 2026, 2027, and 2028. On November 12, 2024, the Compensation Committee approved grants of inducement equity awards to two employees in connection with their hirings totaling 8,214 restricted shares. Subject to the respective employee’s continuing service through the vesting dates, one-third of the total number of shares granted will vest on each of November 12, 2025, 2026, and 2027. On November 11, 2024, the Compensation Committee approved a grant of an inducement equity award of 19,921 restricted shares to an employee in connection with his hiring. Subject to his continuing service through the vesting dates, one-third of the total number of shares granted will vest on each of November 11, 2025, 2026, and 2027.
The above awards were granted outside of our 2015 Equity Incentive Plan and were approved by the Compensation Committee in accordance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to the above individuals’ entry into employment with us. The above awards were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that they did not involve a public offering.
Item 6. Exhibits
Exhibit | Description | |
10.1 | ||
10.2 | ||
10.3 | ||
31.1* | ||
31.2* | ||
32.1** | ||
32.2** | ||
101.INS* | Inline XBRL Instance Document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FULL HOUSE RESORTS, INC. | ||
Date: August 7, 2025 | By: | /s/ DANIEL R. LEE |
Daniel R. Lee Chief Executive Officer (on behalf of the Registrant and as principal executive officer) | ||
Date: August 7, 2025 | By: | /s/ LEWIS A. FANGER |
Lewis A. Fanger Chief Financial Officer (on behalf of the Registrant and as principal financial officer and as principal accounting officer) | ||
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