Full House Resorts Inc. (FLL) 2021年年度報告「AMEX」.pdf

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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-KAnnual Report pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934For the fiscal year ended:December 31,2021Transition Report pursuant to Section 13 or 15(d)of the Securities Exchange Act of

2、 1934For the transition period from _ to _Commission File No.001-32583FULL HOUSE RESORTS,INC.(Exact name of registrant as specified in its charter)Delaware13-3391527(State or Other Jurisdiction of(I.R.S.EmployerIncorporation or Organization)Identification No.)One Summerlin,1980 Festival Plaza Drive,

3、Suite 680,Las Vegas,Nevada 89135(Address and zip code of principal executive offices)(702)221-7800(Registrants Telephone Number,Including Area Code)Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading SymbolName of Each Exchange on Which RegisteredCommon Stock,$0.0001

4、 per ShareFLLThe Nasdaq Stock Market LLCSecurities registered pursuant to Section 12(g)of the Act:None(Title of class)Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required

5、to file reports pursuant to Section 13 or 15(d)of the Act.Yes No 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 preceding12 months(or for such shorter period that the registrant was re

6、quired to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No 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 ofthis chapter)du

7、ring the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No 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

8、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 filerAccelerated filerEmerging growth companyNon-accelerated filerSmaller reporting companyIf an emerging growth company,indicat

9、e by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its

10、 managements assessment of the effectiveness of its internal control over financial reportingunder Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.Indicate by check mark whether the registrant is a shell compan

11、y(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of Registrants voting and non-voting common stock held by non-affiliates of the Registrant,as of June 30,2021(the last business day of the Registrantsmost recently completed second fiscal quarter),was:$323.8 million.As of March

12、 11,2022,there were 34,242,581 shares of common stock,$0.0001 par value per share,outstanding.Documents Incorporated by ReferenceThe information required by Part III of this Form 10-K is incorporated by reference from the Registrants definitive proxy statement relating to the annual meeting ofstockh

13、olders to be held in 2022,which definitive proxy statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of theRegistrants fiscal year ended December 31,2021.Table of Contents2FULL HOUSE RESORTS,INC.TABLE OF CONTENTSPART IPageItem 1.Business3For

14、ward-Looking Statements10Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments34Item 2.Properties34Item 3.Legal Proceedings35Item 4.Mine Safety Disclosures35PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities35Item 6.Reserved36It

15、em 7.Managements Discussion and Analysis of Financial Condition and Results of Operations37Item 7A.Quantitative and Qualitative Disclosures About Market Risk51Item 8.Financial Statements and Supplementary Data52Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosu

16、re88Item 9A.Controls and Procedures88Item 9B.Other Information89Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections89PART IIIItem 10.Directors,Executive Officers and Corporate Governance90Item 11.Executive Compensation90Item 12.Security Ownership of Certain Beneficial Owners

17、and Management and Related Stockholder Matters90Item 13.Certain Relationships and Related Transactions,and Director Independence90Item 14.Principal Accounting Fees and Services90PART IVItem 15.Exhibits,Financial Statement Schedules90Item 16.Form 10-K Summary93SIGNATURES94Table of Contents3PART IItem

18、 1.Business.IntroductionFormed as a Delaware corporation in 1987,Full House Resorts,Inc.owns,leases,operates,develops,manages,and/or invests in casinosand related hospitality and entertainment facilities.References in this document to“Full House,”the“Company,”“we,”“our,”or“us”refer to FullHouse Reso

19、rts,Inc.and its subsidiaries,except where stated or the context otherwise indicates.The Company currently operates five casinos:four on real estate that we own or lease and one located within a hotel owned by a thirdparty.Construction continues for a sixth property,Chamonix Casino Hotel(“Chamonix”),

20、adjacent to our existing Bronco Billys Casino and Hotelin Cripple Creek,Colorado.We also benefit from six permitted sports wagering“skins,”three in Colorado and three in Indiana.Other companiesoperate or will operate these online sports wagering sites under their brands,paying us a percentage of rev

21、enues,as defined,subject to annualminimum amounts.In December 2021,we were selected to develop our“American Place”project in Waukegan,Illinois,a northern suburb of Chicago.Weintend to open a temporary casino facility named The Temporary by American Place(“The Temporary”)in Summer 2022,subject to cus

22、tomaryregulatory approvals.We expect to operate The Temporary until the opening of the permanent American Place facility and intend to include suchoperations as its own segment,Illinois.We also expect to receive one sports skin in Illinois upon the opening of The Temporary.The following table presen

23、ts selected information concerning our casino resort properties as of December 31,2021:Segments and Properties LocationsColoradoBronco Billys Casino and Hotel Cripple Creek,CO(near Colorado Springs)Chamonix Casino Hotel(under construction)Cripple Creek,CO(near Colorado Springs)IllinoisAmerican Place

24、(under development)Waukegan,IL(northern suburb of Chicago)IndianaRising Star Casino Resort Rising Sun,IN(near Cincinnati)MississippiSilver Slipper Casino and Hotel Hancock County,MS(near New Orleans)NevadaGrand Lodge Casino(leased and part of theHyatt Regency Lake Tahoe Resort,Spa and Casino)Incline

25、 Village,NV(North Shore of Lake Tahoe)Stockmans Casino Fallon,NV(one hour east of Reno)Contracted Sports WageringThree sports wagering websites(“skins”)ColoradoThree sports wagering websites(“skins”)IndianaWe manage our casinos based primarily on geographic regions within the United States.Our 2021

26、results reflect a change in our operatingsegments.We now break out our on-site and online sports wagering skins in Colorado and Indiana as a standalone segment,Contracted SportsWagering.Certain reclassifications were made to 2020 amounts to conform to current-period presentation for enhanced compara

27、bility.Suchreclassifications had no effect on the previously reported results of operations or financial position.Our corporate headquarters is in Las Vegas,Nevada.Table of Contents4Our mission is to maximize stockholder value,while also being good employers and community participants.We seek to inc

28、reaserevenues by providing our customers with their favorite games and amenities,high-quality customer service,and appropriate customer loyaltyprograms.Our customers include nearby residents who represent a high potential for repeat visits,along with drive-in tourist patrons.Wecontinuously focus on

29、improving the operating results of our existing properties through a combination of revenue growth and expensemanagement efforts.The casino resort industry is capital-intensive,and we rely on the ability of our properties to generate operating cash flow topay interest,repay debt,and fund maintenance

30、 and certain growth-related capital expenditures.We also continually assess the potential impact ofgrowth and development opportunities,including capital investments at our existing properties,the development of new properties,and theacquisition of existing properties.Our casino properties generally

31、 operate 24 hours each day,365 days per year.We also operate the hotel,food and beverage,and other on-site operations at Silver Slipper Casino and Hotel(“Silver Slipper”),Bronco Billys Casino and Hotel(“Bronco Billys”),Rising Star CasinoResort(“Rising Star”)and Stockmans Casino(“Stockmans”),as well

32、as a golf course,recreational vehicle(RV)park and ferry service at RisingStar and an RV park at Silver Slipper.At Grand Lodge Casino(“Grand Lodge”),the adjoining hotel and the food and beverage outlets aremanaged by Hyatt Regency Lake Tahoe Resort,Spa and Casino(“Hyatt Lake Tahoe”).Operating Propert

33、iesSilver Slipper Casino and Hotel(Hancock County,Mississippi)The Silver Slipper is the western-most casino on the Mississippi Gulf Coast,midway between Biloxi,Mississippi and New Orleans,Louisiana.The property sits at the western end of an approximately eight-mile-long white sand beach,the closest

34、such beach to the New Orleansand Baton Rouge metropolitan areas.Its customers are primarily from communities in southwestern Mississippi and southern Louisiana,includingthe North Shore of Lake Pontchartrain and the New Orleans and Baton Rouge metropolitan areas.In addition to its large,modern casino

35、,the SilverSlipper offers 129 hotel rooms or suites,an on-site sportsbook,a fine-dining restaurant,a buffet,a quick-service restaurant,an oyster bar,a casinobar and a beachfront pool and bar.The Silver Slipper currently generates the most revenue and operating income of any of our properties.The pri

36、mary lease for the Silver Slipper includes approximately 38 acres,consisting of the seven-acre parcel on which the casino andhotel is situated and approximately 31 acres of protected marshlands.The lease term ends in April 2058.From April 1,2022 throughOctober 1,2027,we have the option to buy out th

37、e lease.We also manage a nearby 37-space beachfront RV park under a management contract,which expires on March 31,2025,unless canceledby either party with prior notice of 180 days.Bronco Billys Casino and Hotel(Cripple Creek,Colorado)Bronco Billys is located in Cripple Creek,Colorado,a historical go

38、ld mining town located approximately one hour southwest ofColorado Springs and two hours from Denver.Its customers are primarily from the Colorado Springs/Pueblo/Caon City metropolitan area,thesecond-largest metropolitan area in Colorado,with a population of approximately 900,000 residents.Its secon

39、dary market,the Denvermetropolitan area,has a population of approximately four million people.Bronco Billys occupies a significant portion of the key city block ofCripple Creeks“casino strip.”In addition to gaming space,it currently offers 14 hotel rooms,a steakhouse,and a casual dining outlet.Bronc

40、oBillys owns much of its real estate,but also leases certain parking lots and buildings,including a portion of the hotel and casino,under a long-term lease.The lease has six renewal options in three-year increments through January 2035,and we have the right to buy out the lease at any timeduring its

41、 term.We also commenced a three-year lease in August 2018 for a key corner on our block that was subsequently extended throughAugust 2023,which also includes an option to buy out the lease.Table of Contents5We are allowed to offer online sports wagering through three sports“skins”in Colorado.Rather

42、than operate these sports skins ourselves,we contracted with three companies to operate such skins under their own brands in exchange for a percentage of revenues,as defined in eachcontract,subject to annual minimum amounts paid to us.For Colorado,the sum of the minimum annual amounts is$3.5 million

43、.If our percentage-share of sports revenue exceeds our contractual minimums,then we should receive in excess of$3.5 million on an annualized basis.We incurminimal expenses related to these revenues.As of December 31,2021,all three of our skins had begun operations.However,one of our three skinoperat

44、ors subsequently informed us of their intent to cease operations on May 15,2022.We are currently negotiating with other companies to bethe replacement operator for such skin,though there can be no guarantee that any replacement contract will be entered into on similar terms or atall.Chamonix Casino

45、Hotel(Cripple Creek,Colorado)In 2018,we began planning and design work on Chamonix,a new and distinct,luxury hotel and casino,to be located adjacent to BroncoBillys in Cripple Creek.Following changes made to the states gaming laws in November 2020,including the elimination of betting limits and thea

46、pproval of new table games,we increased the size of Chamonix by 67%to approximately 300 luxury guest rooms and suites,from our previouslyplanned 180 guest rooms.Such plans were approved by the Cripple Creek Historic Preservation Commission and Cripple Creek City Council inJanuary and February 2021.O

47、ur construction budget for Chamonix is approximately$250 million.To fund such construction,onFebruary 12,2021 we issued$310 million aggregate principal amount of 8.25%Senior Secured Notes due 2028(the“2028 Notes”)and placed aportion of such proceeds into a restricted cash account dedicated to Chamon

48、ixs construction(see Note 6 to the consolidated financial statementsset forth in Part II,Item 8.“Financial Statements and Supplementary Data”).We expect to open Chamonix in the second quarter of 2023.Rising Star Casino Resort(Rising Sun,Indiana)Rising Star is located on the banks of the Ohio River i

49、n Rising Sun,Indiana,approximately one hour from Cincinnati,Ohio,and withintwo hours of Indianapolis,Indiana,and Louisville and Lexington,Kentucky.In addition to its casino,Rising Star offers a land-based pavilion withapproximately 31,500 square feet of meeting and convention space,a contiguous 190-

50、guest-room hotel,an adjacent leased 104-guest-room hotelset on three acres,a 56-space RV park,four dining outlets,surface parking and an 18-hole golf course on over 230 acres.The 104-guest-roomhotel is leased pursuant to an agreement that expires in October 2027 and contains a bargain purchase optio

51、n,whereby we have the right topurchase the hotel and the landlord has the right to put the hotel to us,in both cases for$1 if exercised upon maturity of the lease.We also own1.3 acres located in Burlington,Kentucky that is used as part of our ferry boat operations,as further described below.We have

52、completed several capital projects in recent years.In 2018,we renovated the entry pavilion and the adjoining hotels lobby andhallways.We also commenced operations of a ferry boat service that connects the more populous Boone County,Kentucky to our Rising Starproperty in Indiana.In the second half of

53、 2019,we renovated and rebranded a casual restaurant as“Bens Bistro.”We are allowed to offer online sports wagering through three sports“skins”in Indiana.As in Colorado,we contracted with threecompanies to operate such skins under their own brands in exchange for a percentage of revenues,as defined

54、in each contract,subject to annualminimum amounts.The sum of the minimum annual amounts in Indiana is$3.5 million with minimal expected expenses,so that the total betweenthe six contracts and two states is$7 million per year.If our percentage-share of sports revenue exceeds our contractual minimums

55、in one or morecontracts,then we should receive in excess of$7 million on an annualized basis.As of December 31,2021,all three of our skins in Indiana werecontractually live,with the last skin subsequently receiving gaming approval on February 28,2022.However,one of our three skin operatorssubsequent

56、ly informed us of their intent to cease operations on May 15,2022.We are currently negotiating with other companies to be thereplacement operator for such skin,though there can be no guarantee that any replacement contract will be entered into on similar terms or at all.Table of Contents6Stockmans C

57、asino(Fallon,Nevada)Stockmans is located in Churchill County,Nevada,approximately one hour from Reno,Nevada.Stockmans primarily serves the localmarket of Fallon and surrounding areas,including the nearby Naval Air Station,which is the Navys premier air training facility,informallyreferred to as the“

58、Top Gun”school.In addition to its casino,Stockmans offers a bar,fine-dining restaurant and coffee shop.In 2018,wecompleted numerous external improvements to the property,including a new porte cochre.In late 2019,we completed a significant renovationand rebranding of the Stockmans steakhouse.Grand Lo

59、dge Casino(Incline Village,Nevada)We operate Grand Lodge at the Hyatt Lake Tahoe under a lease with Incline Hotel,LLC.Grand Lodge is located within the Hyatt LakeTahoe in Incline Village,Nevada on the north shore of Lake Tahoe and includes approximately 20,990 square feet of leased space.The Hyatt L

60、akeTahoe is one of three AAA Four Diamond hotels in the Lake Tahoe area.Our casinos customers consist of both locals and tourists visiting theLake Tahoe area.Our lease with Incline Hotel,LLC is set to expire in August 2023,but we own the personal property,including slot machines.The lease issecured

61、by our interests under such lease,consisting of certain collateral(as defined and described in a security agreement),and is subordinate tothe Notes.The landlord currently has an option to purchase our leasehold interest and operating assets of the Grand Lodge Casino at a definedprice based partially

62、 on earnings.American Place,Including The Temporary(Waukegan,Illinois)In December 2021,we were chosen by the Illinois Gaming Board(“IGB”)to develop American Place,a new gaming and entertainmentdestination located in Waukegan,Illinois,a northern suburb of Chicago,subject to final regulatory approvals

63、.Waukegan has a population ofapproximately 89,000 and is the county seat of Lake County,which has a population of approximately 714,000.According to the U.S.CensusBureau,Lake County has a median household income of approximately$89,000 and is also the third most populous county in the state.The perm

64、anent American Place facility is slated to include a world-class casino with a state-of-the-art sports book;a premium boutiquehotel comprised of 20 luxurious villas,each ranging from 1,500 to 2,500 square feet with full butler service;a 1,500-seat live entertainment venue;a gourmet restaurant that w

65、ill rival the finest restaurants in Chicago;additional eateries and bars;and other amenities that will attract gaming andnon-gaming patrons from throughout Chicagoland and beyond.While the larger,more lavish,permanent facility is under construction,we will operate a temporary casino facility,aptly n

66、amed TheTemporary by American Place.The Temporary is slated to include approximately 1,000 slot machines,50 table games,a fine-dining restaurant,two additional restaurants,and a center bar.We intend to open The Temporary in Summer 2022,pending customary regulatory approvals.In preparation for the op

67、ening of The Temporary,we recently agreed to purchase a“Sprung structure,”which encloses an area ofapproximately 1.5 football fields and will house most of the temporary casino.The Sprung structure is expected to arrive on-site in April 2022.Additionally,we recently entered into an agreement to purc

68、hase approximately 10 acres of land adjoining the approximately 30-acre casino site tobe leased from the city,providing space for additional parking and access to the casino site from a major road.On February 7,2022,we closed a private offering of$100 million aggregate principal amount of our 8.25%S

69、enior Secured Notes due2028(the“Additional Notes”).The Additional Notes were sold at a price of 102.0%of the principal amount and were issued pursuant to anindenture under which we previously issued for the 2028 Notes on February 12,2021(collectively,the“Notes”).Also on February 7,2022,weamended our

70、 senior secured revolving credit facility agreement to,among other things,increase our borrowing capacity from$15 million to$40 million(the“Credit Facility”),all of which remains undrawn as of this report date(see Note 6 to the consolidated financial statements set forthin Part II,Item 8.“Financial

71、Statements and Supplementary Data”).The interest rate for borrowings under the Credit Facility,based on todaysrates,would be less than 4%.Table of Contents7Government RegulationThe gaming industry is highly regulated,and we must maintain our licenses and pay gaming taxes to continue our operations.E

72、ach of ourcasinos is subject to extensive regulation under the laws,rules,and regulations of the jurisdiction in which it is located.These laws,rules,andregulations generally concern the responsibility,financial stability,and character of the owners,managers,and persons with financial interests inth

73、e gaming operations and include,without limitation,the following conditions and restrictions:Periodic license fees and taxes must be paid to state and local gaming authorities;Certain officers,directors,key employees,and gaming employees are required to be licensed or otherwise approved by the gamin

74、gauthorities;Individuals who must be approved by the gaming authorities must submit comprehensive personal disclosure forms and undergo anextensive background investigation,the costs for which must be borne by the applicant;Changes in any licensed or approved individuals must be reported to and/or a

75、pproved by the relevant gaming authority;Failure to timely file the required application forms by any individual required to be approved by the relevant gaming authority mayresult in that individuals denial and the gaming licensee may be required by the gaming authority to disassociate with thatindi

76、vidual;andIf any individual is found unsuitable by a gaming authority,the gaming licensee is required to disassociate with that individual.Violations of gaming laws in one jurisdiction could result in disciplinary action in other jurisdictions.A summary of the governmentalgaming regulations to which

77、 we are subject is filed as Exhibit 99.1 and is herein incorporated by reference.Our businesses are also subject to other various federal,state,and local laws and regulations.These laws and regulations include,but arenot limited to,restrictions and conditions concerning alcoholic beverages,smoking,e

78、nvironmental matters,employees,currency transactions,taxation,zoning and building codes,construction,land use,and marketing and advertising.We also deal with significant amounts of cash in ouroperations and are subject to various reporting and anti-money laundering regulations.Such laws and regulati

79、ons could change or could beinterpreted differently in the future,or new laws and regulations could be enacted.Material changes,new laws or regulations,or materialdifferences in interpretations by courts or governmental authorities could adversely affect our operating results.See Part I,Item 1A.“Ris

80、k Factors”for additional discussion.Costs and Effects of Compliance with Environmental LawsWe are subject to various federal,state and local environmental laws and regulations that govern our operations,including emissions anddischarges into the environment,and the handling and disposal of hazardous

81、 and non-hazardous substances and wastes.For example,our Indianaproperty is subject to environmental regulations for its riverboat,ferry boat and golf club operations.Our Mississippi property is located nearenvironmental wetlands.In Colorado and Illinois,we are building major new casino hotels and s

82、uch construction must also adhere to certainenvironmental regulations.Our Colorado facilities,for example,are in historical mining areas.Failure to comply with applicable laws andregulations could result in costs for corrective action,penalties or the imposition of other liabilities or restrictions.

83、We also are subject to laws andregulations that impose liability and clean-up responsibility for releases of hazardous substances into the environment.Under certain of these lawsand regulations,a current or previous owner or operator of the property may be liable for the costs of remediating contami

84、nated soil orgroundwater on or from its property,without regard to whether the owner or operator knew of,or caused,the contamination,and may also incurliability to third parties impacted by such contamination.The presence of contamination,or failure to remediate it properly,may adversely affectour a

85、bility to use,sell or rent the property.To date,none of these matters or other matters arising under environmental laws has had a materialadverse effect on our business,financial condition,or results of operations;however,we cannot assure you that such matters will not have such aneffect in the futu

86、re.Table of Contents8CompetitionThe gaming industry is highly competitive.Gaming activities with which we compete include traditional commercial casinos and casinoresorts in various states including on tribal lands and at racetracks,state-sponsored lotteries,video poker in restaurants,bars and hotel

87、s,pari-mutuel betting on horse and dog racing and jai alai,sports betting and card rooms.We also face competition from Internet lotteries,sweepstakes,and other Internet gaming services,beyond those in which we participate.Internet gaming services allow customers to wager on a wide variety ofsporting

88、 events and play Las Vegas-style casino games from home or in non-casino settings.Although there is no meaningful evidence to date thatthis has been the case,this could divert customers from our properties,and thus,adversely affect our business.All of our casinos,as well as othercasinos that we may

89、develop or acquire,compete with all these forms of gaming.We also compete with any new forms or jurisdictions of gamingthat may be legalized,as well as with other types of entertainment.Some of our competitors have more personnel and greater financial or otherresources than we do.The principal metho

90、ds of competition are:location,with casinos located closer to the feeder markets at an advantage;casino,lodging,entertainment and other hospitality product quality in terms of facilities,customer service and ease of access;breadth of offerings,including the types of casino games and other non-gaming

91、 amenities;and marketing,including the amount,quality,and frequency of promotionsoffered to guests.Silver Slipper Casino and HotelSilver Slipper is in Mississippi,but is close to the North Shore of Lake Pontchartrain,one of the most affluent and fastest-growing regionsin Louisiana.Louisiana law perm

92、its 15 riverboat casinos,one land-based casino,four casinos at racetracks,and in certain areas,a limited numberof slot machines at qualifying truck stops.The legislation permitting riverboat and truck stop casinos requires a local referendum.At this time,alllicenses for riverboat casinos in Louisian

93、a have been granted and only one of such casinos is not currently in operation.In 2021,the owners of theclosed casino attempted to move their gaming license from Bossier City to Slidell,Louisiana.Such efforts were not successful,as voters rejectedthe casino referendum by a vote of 63%to 37%.Mississi

94、ppi does not have a limitation on the number of casino licenses,but requires casinos to bewithin approximately 800 feet of the Mississippi River shoreline or the Gulf of Mexico,as defined by state law.There are occasionally proposalsto relocate casinos within Louisiana or to develop new casinos in M

95、ississippi,but there are considerable political and economic constraints on suchpotential competition.Management does not believe such efforts will be successful in the foreseeable future.Bronco Billys Casino and Hotel and Chamonix Casino HotelBronco Billys and Chamonix are located in Cripple Creek,

96、Colorado,which is a historical gold mining town located approximately onehour southwest of Colorado Springs,on the west side of Pikes Peak.Cripple Creek is one of only three cities in Colorado where commercialgaming is permitted.The other two cities adjoin each other and are approximately one hour w

97、est of Denver.Downtown Denver and ColoradoSprings are approximately 70 miles apart and certain suburbs of each metropolitan area largely merge into the other.Two Native American gamingoperations exist in southwestern Colorado and there are tribal casinos in Oklahoma,but these are much further from C

98、olorado Springs and Denverthan Cripple Creek.There are no federally-recognized Native American tribes in the Colorado Front Range,which includes Denver and ColoradoSprings.As of December 31,2021,Bronco Billys was one of seven gaming facilities operating in Cripple Creek.One of those competitors adde

99、da 100-guest-room hotel in 2021.Chamonix,which is currently under construction,will be significantly larger and is planned to be higher in qualitythan any of the existing casinos in Cripple Creek.Rising Star Casino ResortRising Star Casino Resort is located on the banks of the Ohio River in Rising S

100、un,Indiana,approximately one hour from Cincinnati,Ohio,and within two hours of Indianapolis,Indiana,and Louisville and Lexington,Kentucky.One of three riverboat casinos in southeasternIndiana,its closest competitors are each approximately 15 miles away,near bridges crossing the Ohio River.There is n

101、o bridge at Rising Star,butin September 2018,we commenced a ferry boat service connecting Rising Sun,Indiana,to the populous Northern Kentucky region.Rising Staralso competes with a large casino near Louisville,which completed a significant investment to transition from a dockside riverboat casino t

102、o a newland-based casino in December 2019;casinos in Ohio and elsewhere in Indiana;and slot parlors associated with racetracks in Kentucky.InJanuary 2020,the racetrack casinos near Indianapolis,which were previously limited to slot machines,began offering live table games.Table of Contents9Stockmans

103、 CasinoStockmans Casino is the largest of several casinos in Churchill County,Nevada,which has a population of approximately 25,000residents.Churchill County is also the home of Naval Air Station Fallon,the United States Navys premier air training facility,informally referredto as the“Top Gun”school

104、.While the Navy appears to be expanding its base in Fallon,a reduction of its activities at the base would likely have anadverse effect on Stockmans results of operations.Fallon is approximately 30 minutes east of the large Tesla battery factory and otherdevelopments in the Tahoe-Reno Industrial Cen

105、ter.Stockmans also competes with casinos in other rural communities in the area,as well as withcasinos in Reno,some of which are significantly larger and offer more amenities.Grand Lodge CasinoGrand Lodge is located in Incline Village,Nevada,and is one of four casinos located within a five-mile radi

106、us in the North Lake Tahoearea.Grand Lodge Casino also competes with casinos in South Lake Tahoe and Reno.There are also numerous Native American casinos inCalifornia serving the Northern California market.American Place and The TemporaryAmerican Place will compete against two existing casinos which

107、 primarily serve the suburbs north of Chicago,a tribal casino inMilwaukee,and slot machines in bars(limited to six machines per bar)in many parts of Illinois.It will be the only full-service casino in LakeCounty,Illinois,which has a population of approximately 714,000 residents.Including areas neigh

108、boring Lake County,we estimate that AmericanPlace will be the closest casino to more than 1.0 million individuals.American Place is also designed to offer more,and better,amenities than anyother casino operating today in Illinois.MarketingOur marketing efforts are conducted through various means,inc

109、luding our customer loyalty programs and specialized marketingcampaigns,such as our seasonal“Christmas Casino”event at Rising Star Casino Resort.We advertise through various channels,including radio,television,Internet,billboards,newspapers and magazines,direct mail,email and social media.We also ma

110、intain websites to inform customersabout our properties and utilize social media sites to promote our brands,unique events,and special deals.Our customer loyalty programs includethe Slipper Rewards Club,the Bronco Billys Mile High Rewards Club,the Rising Star VIP Club,the Grand Lodge Players Advanta

111、ge Club,andthe Stockmans Winners Club.Under these programs,customers earn points based on their volume of wagering that may be redeemed for variousbenefits,such as“free play,”complimentary dining,and hotel stays.Our properties do not have coordinated loyalty programs,due to the disparate locations o

112、f our properties.Instead,our loyalty programsfocus on providing each casinos customers the amenities they most prefer in each market.Intellectual PropertyWe use a variety of trademarks,patents and copyrights in our operations and believe that we have all the licenses necessary to conduct ourcontinui

113、ng operations.We have registered several trademarks with the United States Patent and Trademark Office or otherwise acquired thelicenses to use certain trademarks,patents and copyrights that are material to conduct our business.Table of Contents10EmployeesAs of March 1,2022,we had 12 full-time corpo

114、rate employees,three of whom are executive officers and one additional seniormanagement employee.Our casino properties had 881 full-time and 265 part-time employees,as follows:March 1,2022Employee Count by Property Full-time Part-timeSilver Slipper Casino and Hotel 407 91Bronco Billys Casino and Hot

115、el 145 56Rising Star Casino Resort 210 77Grand Lodge Casino 67 38Stockmans Casino 52 3Corporate 12 Total Employees 893 265We believe that our relationship with our employees is excellent.None of our employees are currently represented by labor unions.Available InformationOur principal executive offi

116、ces are located at Full House Resorts,Inc.,One Summerlin,1980 Festival Plaza Drive,Suite 680,Las Vegas,Nevada 89135,and our telephone number is(702)221-7800.Our website address is .We make available,free ofcharge,on or through our Internet website,our annual report on Form 10-K,quarterly reports on

117、Form 10-Q,current reports on Form 8-K,andamendments to those reports filed or furnished pursuant to Section 13(a)or 15(d)of the Exchange Act,as soon as reasonably practicable after weelectronically file such material with,or furnish it to,the SEC.Our Internet website and information contained on our

118、 Internet website are not partof this Annual Report on Form 10-K and are not incorporated by reference herein.Cautionary Note Regarding Forward-Looking StatementsThis Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities ExchangeAct of 193

119、4,as amended(the“Exchange Act”)for which the Private Securities Litigation Reform Act of 1995 provides a safe harbor.Theseforward-looking statements can be identified by use of terms such as“believes,”“expects,”“anticipates,”“estimates,”“plans,”“intends,”“objectives,”“goals,”“aims,”“projects,”“forec

120、asts,”“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 assurancecan be given,”or“there is no way to anticipate with certainty.”Examples

121、 of forward-looking statements include,among others,statements wemake regarding our plans,beliefs or expectations regarding our growth strategies;the impact of the coronavirus(COVID-19)pandemic;ourexpected construction budgets,estimated commencement and completion dates,expected amenities,and our ex

122、pected operational performance forChamonix,The Temporary,and American Place;our investments in capital improvements and other projects,including the amounts of suchinvestments,the timing of commencement or completion of such capital improvements and projects and the resulting impact on our financial

123、results;our sports wagering contracts with third-party providers,including the expected revenues and expenses and our expectations regarding ourability to replace our terminated sports wagering contracts in Colorado and Indiana and our ability to enter into a new sports wagering contract inIllinois;

124、our ability to obtain the casino license for the Temporary and American Place;managements expectation to exercise its buyout option onthe Silver Slipper Casino and Hotel;adequacy of our financial resources to fund operating requirements and planned capital expenditures and tomeet our debt and contra

125、ctual obligations;expected sources of revenue;anticipated sources of funds;anticipated or potential legislative actions;beliefs in connection with our marketing efforts;factors that affect the financial performance of our properties;adequacy of our insurance;competitive outlook;outcome of legal matt

126、ers;impact of recently issued accounting standards;and estimates regarding certain accounting and taxmatters,among others.Table of Contents11Forward-looking statements are neither historical facts nor assurances of future performance.Instead,they are based only on our currentbeliefs,expectations and

127、 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,risksand changes in circumstances that ar

128、e difficult to predict and many of which are outside of our control.Our actual results and financial conditionmay differ materially from those indicated in the forward-looking statements.Therefore,you should not rely on any of these forward-lookingstatements.Important factors that could cause our ac

129、tual results and financial condition to differ materially from those indicated in the forward-looking statements include,among others,the factors as discussed throughout Part I,Item 1A.“Risk Factors”and Part II,Item 7.“ManagementsDiscussion and Analysis of Financial Condition and Results of Operatio

130、ns”of this Annual Report on Form 10-K.We undertake no obligation to update or revise any forward-looking statements as a result of future developments,events or conditions,except as required by law.New risks emerge from time to time and it is not possible for us to predict all such risk factors,nor

131、can we assess theimpact of all such risk factors on our business or the extent to which any factor,or combination of factors,may cause actual results to differsignificantly from those forecast in any forward-looking statements.Item 1A.Risk Factors.An investment in our securities is subject to risks

132、inherent to our business.We have described below what we currently believe to be thematerial risks and uncertainties in our business.Before making an investment decision,you should carefully consider the risks and uncertaintiesdescribed below,together with all of the other information included or in

133、corporated by reference in this Annual Report on Form 10-K.We also face other risks and uncertainties beyond what is described below.This Annual Report on Form 10-K is qualified in its entiretyby these risk factors.If any of the following risks actually occur,our business,financial condition and res

134、ults of operations could be materially andadversely affected.If this were to happen,the value of securities,including our common stock,could decline significantly.You could lose all orpart of your investment.Summary of Risk FactorsThe following is a summary of the risk factors discussed in Part I,It

135、em 1A.“Risk Factors”of this Form 10-K.This summary should beread in conjunction with those Risk Factors and should not be relied upon as an exhaustive summary of the material risks facing our business.Risks Related to our Business and OperationsThe outbreak of COVID-19(coronavirus)has significantly

136、impacted the global economy,including the gaming industry,and could havea material adverse effect on our results of operations,cash flows and liquidity.A prolonged closure of our casinos would negatively impact our ability to service our debt.We face significant competition from other gaming and ent

137、ertainment operations.We may face revenue declines if discretionary consumer spending drops due to an economic downturn.We cannot assure you that any of our contracted sports betting parties,through the use of our permitted website“skins,”will be able tocompete effectively,that our contracted sports

138、 parties will have the ability and/or willingness to sustain sports betting operations shouldthey experience an extended period of unprofitability,or that we will have the ability to replace existing partners or vendors on similarterms as our existing contractual revenue minimums.Marine transportati

139、on is inherently risky,and insurance may be insufficient to cover losses that may occur to our assets or result from ourferry boat operations.Our Mississippi casino hotel currently generates a significant percentage of our revenues and Adjusted EBITDA.Our ability to meet ouroperating and debt servic

140、e requirements is dependent,in part,upon the continued success of that property.We derive our revenues and operating income from our properties located in Mississippi,Colorado,Indiana and Nevada,and expect tocommence operations in Illinois,and are especially subject to certain risks,including econom

141、ic and competitive risks,associated with theconditions in those areas and in the states from which we draw patrons.Some of our operations are located on leased property.If the lessor of the Grand Lodge Casino exercises its buyout rights or if we defaulton this or certain of our other leases,the appl

142、icable lessors could terminate the affected leases and we could lose possession of theaffected casino.Table of Contents12Adverse weather conditions,road construction,gasoline shortages and other factors affecting our facilities and the areas in which weoperate could make it more difficult for potent

143、ial customers to travel to our properties and deter customers from visiting our properties.Our results of operations and financial condition could be materially adversely affected by the occurrence of natural disasters,includingas a result of climate change,such as hurricanes,floods,wildfires,pandem

144、ics,epidemics,widespread health emergencies,or outbreaks ofinfectious diseases such as the coronavirus pandemic,or other catastrophic events,including war,terrorism and gun violence.Several of our properties,including Silver Slipper,Bronco Billys and Rising Star,are accessed by our customers via rou

145、tes that have fewalternatives.We may incur property and other losses that are not adequately covered by insurance,including adequate levels of Weather CatastropheOccurrence/Named Windstorm,Flood and Earthquake insurance coverage for our properties.We depend on our key personnel and our ability to at

146、tract and retain employees.Higher wage and benefit costs could adversely affect our business.Rising operating costs at our gaming properties could have a negative impact on our business.We face the risk of fraud and cheating.Win rates for our gaming operations depend on a variety of factors,some bey

147、ond our control.The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us.Our business may be adversely affected by legislation prohibiting tobacco smoking.We rely on,among other things,trademarks,licenses,confidentiality procedures,and contractua

148、l provisions to protect our intellectualproperty rights and we may be unable to protect or may not be successful in protecting our intellectual property rights.Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others and any suchinfringements,i

149、ncluding those that are inadvertent,may have a material adverse effect on our business.We are subject to risks related to corporate social responsibility and reputation.Risks Related to Development and Growth OpportunitiesWe are engaged from time to time in one or more construction and development p

150、rojects,including Chamonix and American Place,andmany factors could prevent us from completing them as planned.The construction costs for our growth projects,including Chamonix and American Place,may exceed budgeted amounts pluscontingencies,which may result in insufficient funds to complete these p

151、rojects or the need to raise additional capital.There is no assurance that our growth projects,including Chamonix and American Place,will not be subject to additional regulatoryrestrictions,delays,or challenges.There is no assurance that our growth projects,including Chamonix and American Place,will

152、 be successful.Failure to comply with the terms of our disbursement agreement related to Chamonix could limit our access to funds.We face a number of challenges prior to opening new or upgraded facilities.We may face disruption and other difficulties in integrating and managing facilities we have re

153、cently developed or acquired,or maydevelop or acquire in the future.The construction of Chamonix may inconvenience customers and disrupt business activity at the adjoining Bronco Billys casino.The permanent American Place facility,additional growth projects or potential enhancements at our propertie

154、s may require us to raiseadditional capital.The casino,hotel and resort industry is capital intensive,and we may not be able to finance expansion and renovation projects,whichcould put us at a competitive disadvantage.We may face risks related to our ability to receive regulatory approvals required

155、to complete certain acquisitions,mergers,joint ventures,and other developments,as well as other potential delays in completing certain transactions.If we fail to obtain necessary government approvals in a timely manner,or at all,it can adversely impact our various expansion,development,investment an

156、d renovation projects.Insufficient or lower-than-expected results generated from our new developments and acquired properties may negatively affect ouroperating results and financial condition.Table of Contents13Risks Related to our IndebtednessOur significant indebtedness could adversely affect our

157、 financial health and prevent us from fulfilling our obligations.The indenture governing the Notes and the Credit Facility impose restrictive covenants and limitations that could significantly affect ourability to operate our business and lead to events of default if we do not comply with the covena

158、nts.To service our indebtedness,we will require a significant amount of cash.Our ability to generate cash depends on many factors beyondour control.We may not be able to generate sufficient cash flows to service all of our indebtedness and fund our operating expenses,working capitalneeds and capital

159、 expenditures,and we may be forced to take other actions to satisfy our obligations under our indebtedness,which maynot be successful.We depend on our subsidiaries for certain dividends,distributions and repayment of our indebtedness,including the Notes and anyborrowings under the Credit Facility.Ou

160、r ability to obtain additional financing on commercially reasonable terms may be limited.The obligations under the Notes and the Credit Facility are collateralized by a security interest in substantially all of our assets,so if wedefault on those obligations,the holders of the Notes and lenders unde

161、r the Credit Facility could foreclose on our assets.In addition,theexistence of these security interests may adversely affect our financial flexibility.We and our subsidiaries may still be able to incur substantially more debt,which could further exacerbate the risks described above.Risks Related to

162、 our Legal and Regulatory EnvironmentWe face extensive regulation from gaming and other regulatory authorities and the cost of compliance or failure to comply with suchregulations may adversely affect our business and results of operations.Changes in legislation and regulation of our business could

163、have an adverse effect on our financial condition,results of operations andcash flows.Stockholders may be required to dispose of their shares of our common stock if they are found unsuitable by gaming authorities.We are subject to environmental laws and potential exposure to environmental liabilitie

164、s.We are subject to litigation which,if adversely determined,could cause us to incur substantial losses.Our ferry boat service is highly regulated,which can adversely affect our operations.Risks Related to TechnologyOur gaming operations rely heavily on technology services and an uninterrupted suppl

165、y of electrical power.If we experience damage orservice interruptions,we may have to cease some or all of our operations,which will result in a decrease in revenue.Our information technology and other systems are subject to cyber-security risk,misappropriation of customer information and otherbreach

166、es of information security.General RisksOur ability to utilize our net operating loss,or NOL,carryforwards and certain other tax attributes may be limited.The market price for our common stock may be volatile,and investors may not be able to sell our stock at a favorable price or at all.The exercise

167、 of outstanding options to purchase common stock may result in substantial dilution and may depress the trading price of ourcommon stock.Risks Related to our Business and OperationsThe outbreak of COVID-19(coronavirus)has significantly impacted the global economy,including the gaming industry,and co

168、uldhave a material adverse effect on our results of operations,cash flows and liquidity.The COVID-19 pandemic and the efforts to contain it have significantly impacted the global economy,including the gaming industry inthe United States and abroad.The ongoing outbreak resulted in extended shutdowns

169、of non-essential businesses around the world,including ourown casinos for approximately three months,beginning in March 2020.Table of Contents14The current circumstances regarding the COVID-19 pandemic are dynamic and the impacts of COVID-19 and its variants on our businessoperations,including the d

170、uration and impact on overall customer demand,is ongoing and uncertain.While case numbers are currently trendinglower,COVID-19 and its variants continue to spread.As a result,we may from time to time elect or be required by governmental officials toundergo partial or full closures.Even as vaccines a

171、nd boosters are readily available,the pandemic may still have the potential to have a materialadverse impact on our business,results of operations,financial position and cash flows and may exacerbate many of the other risks described inthis Annual Report on Form 10-K.A prolonged closure of our casin

172、os would negatively impact our ability to service our debt.Our casinos are our primary sources of income and operating cash flows,which we rely upon to pay all of our obligations and to remainin compliance with debt covenants under any indebtedness we may incur and meet our obligations when due.Beca

173、use we operate in severaldifferent jurisdictions,we are subject to different legal and market conditions in order to remain open.We have no control over and cannot predictthe length of any future operating restrictions or future closures of our casinos and hotels due to the COVID-19 pandemic or any

174、future pandemic.Any required closures may require us to seek to amend our debt agreements,though there is no certainty that we would be successful in suchefforts.Additionally,we may be required to seek additional liquidity through the issuance of new debt or equity,or through the sale of certainasse

175、ts.Our ability to obtain additional financing would depend in part on factors outside of our control.We face significant competition from other gaming and entertainment operations.The gaming industry is characterized by an increasingly high degree of competition among a large number of participants.

176、Our casinosand contracted sport wagering businesses compete with other forms of gaming,such as casinos,racetracks,state-sponsored lotteries,sweepstakes,charitable gaming,video gaming terminals at bars,restaurants,taverns and truck stops,illegal slot machines and skill games,fantasy sports andinterne

177、t or mobile-based gaming platforms,including online gaming and sports betting.Certain state and other jurisdictions are consideringexpansion of such forms of gaming.Each of these could divert customers from our casinos and services,and thus materially and adversely affectour business.In most markets

178、,we compete directly with other casino facilities operating in the immediate and surrounding market areas.In somemarkets,we face competition from nearby markets in addition to direct competition within our market areas.As competing properties and newmarkets are opened,our operating results may be ne

179、gatively impacted.In addition,some of our direct competitors in certain markets may havesuperior facilities and/or operating conditions.We expect each existing or future market in which we participate to be highly competitive.Thecompetitive position of each of our casino properties is discussed in P

180、art I,Item 1.“Business Competition.”In a broader sense,our casinos and sports wagering businesses face competition from all manner of leisure and entertainment activities,including other non-gaming resorts and vacation destinations,shopping,athletic events,television and movies,concerts,and travel.W

181、e may face revenue declines if discretionary consumer spending drops due to an economic downturn.Our revenues are highly dependent upon the volume and spending levels of customers at our properties and,as such,our business hasbeen in the past,and could be in the future,adversely impacted by economic

182、 downturns.Decreases in discretionary consumer spending broughtabout by factors such as,but not limited to,lackluster recoveries from recessions;inflation;pandemics,epidemics,widespread health emergencies,or outbreaks of infectious diseases such as COVID-19;high unemployment levels;higher income tax

183、es;low levels of consumer confidence;weakness or uncertainty in the housing market;cultural and demographic changes;the impact of high energy,fuel,food and healthcare costs;fearsof war or actual conflicts,such as the Russian invasion of Ukraine,civil unrest,terrorism or violence;and increased stock

184、market volatility maynegatively impact our revenues and operating cash flow.This could lead to a reduction in discretionary spending by our guests on entertainmentand leisure activities,which could have a material adverse effect on our revenues,cash flow and results of operations.Furthermore,during

185、periodsof economic contraction,our revenues may decrease while many of our costs remain fixed and some costs may increase,resulting in decreasedearnings.Table of Contents15We cannot assure you that any of our contracted sports betting parties,through the use of our permitted website“skins,”will be a

186、bleto compete effectively,that our contracted sports parties will have the ability and/or willingness to sustain sports betting operations should theyexperience an extended period of unprofitability,or that we will have the ability to replace existing partners or vendors on similar terms as ourexist

187、ing contractual revenue minimums.Our contracted sports betting parties,through the use of our permitted website“skins,”compete in a rapidly evolving and highlycompetitive market against an increasing number of competitors.The success of their sports betting operations is dependent on a number of fac

188、torsthat are beyond their control,and ours,including the ultimate tax rates and license fees charged by jurisdictions across the United States;theirability to gain market share in a newly developing market;the timeliness and the technological and popular viability of their products;their abilityto c

189、ompete with new entrants in the market;changes in consumer demographics and public tastes and preferences;and the availability andpopularity of other forms of entertainment.While our current agreements with our contracted sports betting parties provide us with contractualminimums for revenue upon th

190、eir launch of operations,we cannot assure you that any of our contracted sports parties will be able to competeeffectively or that they will have the ability or willingness to sustain sports betting operations for an extended period of unprofitability.Should anyof our contracted sports betting parti

191、es cease operations,whether due to unprofitability or for other reasons,there can be no assurance that we willbe able to replace them on similar terms as our existing agreements.In February 2022,one of our skin operators informed us of their intent tocease operations through one of our skins in Colo

192、rado and one of our skins in Indiana on May 15,2022.We have begun discussions with othercompanies to replace such operator in both Colorado and Indiana,though there can be no guarantee that any replacement contract will be enteredinto on similar terms or at all.Marine transportation is inherently ri

193、sky,and insurance may be insufficient to cover losses that may occur to our assets or result fromour ferry boat operations.The operation of our ferry boat is subject to various inherent risks,including:catastrophic marine disasters and accidents;adverse weather conditions or natural disasters;mechan

194、ical failure or equipment damage;hazardous substance spills;andnavigation and human errors.The occurrence of any of these events may result in,among other things,damage to or loss of our ferry boat,damage to other vessels andthe environment,loss of revenues,short-term or long-term interruption of fe

195、rry boat service,termination of our vessel charter or other contracts,fines,penalties or other restrictions on conducting business,damage to our reputation and customer relationships,and death or injury to personneland passengers.Such occurrences may also result in a significant increase in our oper

196、ating costs or liability to third parties.Our Mississippi casino hotel currently generates a significant percentage of our revenues and Adjusted EBITDA.Our ability to meetour operating and debt service requirements is dependent,in part,upon the continued success of that property.For the year ended D

197、ecember 31,2021,we generated 50.3%of our revenues and 54.3%of our Adjusted Segment EBITDA from ourcasino resort in Mississippi.Therefore,until our new developments are operating,our results will be dependent on the regional economies andcompetitive landscapes at our Mississippi property.Likewise,our

198、 ability to meet our operating and debt service requirements is dependent,in part,upon the continued success of this property.Table of Contents16We derive our revenues and operating income from our properties located in Mississippi,Colorado,Indiana and Nevada,and expectto commence operations in Illi

199、nois,and are especially subject to certain risks,including economic and competitive risks,associated with theconditions in those areas and in the states from which we draw patrons.Because we derive our revenues and operating income from properties concentrated in four states,we are subject to greate

200、r risks fromregional conditions than a gaming company with operating properties in a greater number of different geographic regions.A decrease in revenuesfrom,or an increase in costs for,one of these locations is likely to have a proportionally greater impact on our business and operations than itwo

201、uld for a gaming company with more geographically diverse operating properties.Risks from regional conditions include the following:regional economic conditions;regional competitive conditions,including legalization or expansion of gaming in Mississippi,Colorado,Indiana,Nevada,Illinois orin neighbor

202、ing states;allowance of new types of gaming,such as the introduction of live table games at Indiana racinos or Internet gaming;reduced land or air travel due to increasing fuel costs or transportation disruptions;and,increase in our vulnerability to economic downturns and competitive pressures in th

203、e markets in which we operate.Some of our operations are located on leased property.If the lessor of the Grand Lodge Casino exercises its buyout rights or if wedefault on this or certain of our other leases,the applicable lessors could terminate the affected leases and we could lose possession of th

204、eaffected casino.We lease certain parcels of land at our Silver Slipper Casino and Hotel in Mississippi,certain land and buildings at Bronco Billys Hoteland Casino in Colorado(much of which is to be utilized for Chamonix)and one of the two hotels at our Rising Star Casino Resort in Indiana.Wealso le

205、ase casino space at our Grand Lodge Casino in Nevada.Unless we have a purchase option under such leases and exercise such option,wewill have no interest in the improvements thereon at the expiration of the leases.We have purchase options on the leased property at the SilverSlipper,Bronco Billys and

206、for the leased hotel at Rising Star,but it is either currently more advantageous for us to continue to lease rather thanexercise the buyout option,or we have certain restrictions which only allow us to exercise the purchase option during certain future time periods.The obligations under the Notes an

207、d the Credit Facility are collateralized by a security interest in substantially all of our assets.The Notes containrepresentations and warranties,financial covenants,and restrictions on dividends customary for notes of this type.Mandatory prepayments,inwhole or in part,of the Notes will be required

208、 upon the occurrence of certain events,including sales of certain assets,upon certain changes ofcontrol,or should the Company have certain unused funds in the construction disbursement account following the completion of Chamonix.TheCredit Facility contains a number of negative covenants that,subjec

209、t to certain exceptions,are substantially similar to the covenants contained inthe Notes.The Credit Facility also requires compliance with a financial covenant as of the last day of each fiscal quarter,such that AdjustedEBITDA(as defined)for the trailing twelve-month period must equal or exceed the

210、utilized portion of the Credit Facility,if drawn.Under certaincircumstances and at the expirations of the underlying leases,we might be forced to exercise our buyout options in order to continue to operatethose properties.There is no certainty that the funds could be raised at that time at a reasona

211、ble cost,or at all,to exercise some or all of the buyoutoptions.The operating lease at the Grand Lodge Casino,which is set to expire on August 31,2023,includes certain lessor buyout rights basedupon a multiple of EBITDA that,if exercised,could result in the lessor purchasing our leasehold interest a

212、nd the operating assets on terms thatmay be less than fair market value or financially unfavorable to us.Since we do not completely control the land,buildings,hotel and spaceunderlying our leased properties,a lessor could take certain actions to disrupt our rights under the long-term leases,which ar

213、e beyond our control.If the entity owning any leased land,buildings,hotel or space chose to disrupt our use either permanently or for a significant period of time,thenthe value of our assets could be impaired and our business and operations could be adversely affected.If we were to default on the le

214、ase,then thelessor could terminate the affected lease and we could lose possession of the affected land,buildings,hotel or space and any improvementsthereon.The loss of the lease through exercise of buyout rights or through termination upon default could have a significant adverse effect on ourbusin

215、ess,financial condition and results of operations as we would then be unable to operate all or portions of the affected facilities,which,in turn,may result in a default under our debt agreements.Table of Contents17Adverse weather conditions,road construction,gasoline shortages and other factors affe

216、cting our facilities and the areas in which weoperate could make it more difficult for potential customers to travel to our properties and deter customers from visiting our properties.Our continued success depends upon our ability to draw customers from each of the geographic markets in which we ope

217、rate.Adverseweather conditions or road construction can deter our customers from traveling to our facilities or make it difficult for them to frequent ourproperties.In recent years,there were severe cold temperatures that we believe adversely affected our Indiana and Mississippi properties financial

218、performance,and historically low snow levels and forest fires in the Lake Tahoe region adversely affected visitation and financial performance atGrand Lodge.Moreover,gasoline shortages or fuel price increases could make it more difficult for potential customers to travel to our propertiesand deter c

219、ustomers from visiting.Our dockside gaming facility in Indiana,as well as any additional riverboat or dockside casino properties thatmight be developed or acquired,are also subject to risks,in addition to those associated with land-based casinos,which could disrupt ouroperations.Although our Indiana

220、 casino vessel does not leave its moorings in normal operations,there are risks associated with the movement ormooring of vessels on waterways,including risks of casualty due to river turbulence,flooding,collisions with other vessels and severe weatherconditions.Our ferry boat that we operate at Ris

221、ing Star has similar risks as our Indiana casino vessel,as well as additional risks related to ferryboat operations discussed above.Our results of operations and financial condition could be materially adversely affected by the occurrence of natural disasters,including as a result of climate change,

222、such as hurricanes,floods,wildfires,pandemics,epidemics,widespread health emergencies,oroutbreaks of infectious diseases such as the coronavirus pandemic,or other catastrophic events,including war,terrorism and gun violence.Natural disasters and extreme weather conditions,potentially exacerbated by

223、climate change,such as major hurricanes,tornadoes,typhoons,floods,fires and earthquakes,could adversely affect our business and operating results.Certain of our properties are located in areas thatmay be subject to extreme weather conditions.Hurricanes are common in the area in which our Mississippi

224、 property is located,and the severity ofsuch natural disasters is unpredictable.In October 2020,Hurricane Zeta caused the temporary closure of the Silver Slipper and causedapproximately$5 million of damage,most of which was covered by insurance.In 2005,Hurricanes Katrina and Rita caused significant

225、damage inthe Gulf Coast region.Additionally,our Indiana property is at risk of flooding due to its proximity to the Ohio River.Wildfires are also increasingin frequency and intensity,and the Western United States and the Rocky Mountain Region have been experiencing continuing drought conditions.Bron

226、co Billys and Grand Lodge were adversely affected by nearby forest fires and the impacts therefrom.Changes in federal,state,and locallegislation and regulation based on concerns about climate change could result in increased regulatory costs,which may include capitalexpenditures at our existing prop

227、erties to ensure compliance with any new or updated regulations,which may potentially adversely affect ouroperations.There can be no assurance that the potential impacts of climate change and severe weather will not have a material adverse effect onour properties,operations or business.If a pandemic

228、,epidemic or outbreak of an infectious disease,such as the COVID-19 pandemic,occurs in the United States or on a globalscale,our business may be adversely affected.As described elsewhere in these Risk Factors,such events may result in closures of our properties,aperiod of business disruption,and/or

229、in reduced operations,any of which could materially affect our business,financial condition and results ofoperations.Catastrophic events,such as terrorist and war activities in the United States and elsewhere,when they occur,have had a negative effect ontravel and leisure expenditures,including lodg

230、ing,gaming and tourism.Gun violence has also occurred at casinos,including a mass shooting at acasino in Las Vegas in 2017.We cannot accurately predict the extent to which such events may affect us,directly or indirectly,in the future.Therealso can be no assurance that we will be able to obtain or c

231、hoose to purchase any insurance coverage with respect to occurrences of terrorist andviolent acts and any losses that could result from these acts.If there is a prolonged disruption at our properties due to natural disasters,terroristattacks or other catastrophic events,our results of operations and

232、 financial condition could be materially adversely affected.Table of Contents18Several of our properties,including Silver Slipper,Bronco Billys and Rising Star,are accessed by our customers via routes that havefew alternatives.The Silver Slipper is located at the end of a dead-end road,with no other

233、 access.Bronco Billys is accessed by most guests via a mountainpass;if that pass is closed for any reason,the alternative is longer.Rising Stars primary access from Cincinnati is via a road alongside the OhioRiver;if this road were to close,the alternative routes involve a ferry boat or more winding

234、 roads through the rolling hills inland from the river.Ifaccess to any of these roads is blocked for any significant period,our results of operations and financial condition could be materially affected.We may incur property and other losses that are not adequately covered by insurance,including ade

235、quate levels of WeatherCatastrophe Occurrence/Named Windstorm,Flood and Earthquake insurance coverage for our properties.Although we maintain insurance that our management believes is customary and appropriate for our business,there can be no assurancethat insurance will be available at reasonable c

236、osts in any given year or adequate to cover all losses and damage to which our business or our assetsmight be subjected.The lack of adequate insurance for certain types or levels of risk could expose us to significant losses in the event that acatastrophe occurred for which we are uninsured or under

237、-insured.Any losses we incur that are not adequately covered by insurance may decreaseour future operating income,require us to find replacements or repairs for destroyed property,and reduce the funds available for payments of ourobligations.In addition,certain casualty events,such as labor strikes,

238、nuclear events,acts of war,declines in visitation and loss of income due tofear of terrorism or other acts of violence,loss of electrical power due to catastrophic events,rolling blackouts or otherwise,deterioration orcorrosion,insect or animal damage,pandemic-related shutdowns and pollution,may not

239、 be covered at all under our policies.The occurrence ofany of the foregoing could,therefore,expose us to substantial uninsured losses.There is no certainty that insurance companies will continue to offer insurance at acceptable rates,or at all,in hurricane-prone areas orother areas affected by extre

240、me weather,including the Mississippi Gulf Coast.Some insurance companies may significantly limit the amount ofcoverage they will write in these markets and increase the premiums charged for this coverage.Additionally,uncertainty can occur as to theviability of certain insurance companies.While we be

241、lieve that the insurance companies from which we have purchased insurance policies willremain solvent,there is no certainty that this will be the case.We depend on our key personnel and our ability to attract and retain employees.We are highly dependent on the services of our executive management te

242、am and other members of our senior management team.Ourability to attract and retain key personnel is affected by the competitiveness of our compensation packages and the other terms and conditions ofemployment,our continued ability to compete effectively against other gaming companies,and our growth

243、 prospects.The loss of the services ofany members of our senior management team could have a material adverse effect on our business,financial condition and results of operations.We have faced recent increased challenges in attracting and retaining qualified employees,particularly in light of the in

244、crease in employeeresignations taking place throughout the United States as a result of the COVID-19 pandemic.If we fail to retain our current employees,it wouldbe difficult and costly to identify,recruit and train replacements needed to continue to conduct and expand our business.There can be no as

245、surancethat we will be able to retain and motivate our employees.Higher wage and benefit costs could adversely affect our business.While the majority of our employees earn more than the minimum wage in their relative jurisdictions and many receive medical planbenefits from us,changes in federal and

246、state minimum wage laws and other laws relating to employee benefits,including the Patient Protectionand Affordable Care Act,have in the past,and could in the future,cause us to incur additional wage and benefits costs.Increased labor costsbrought about by changes in either federal or state minimum

247、wage laws,other regulations or prevailing market conditions have recently,and couldin the future,further increase our expenses,which could have an adverse impact on our profitability,or decrease the number of employees we areable to employ,which could decrease customer service levels at our gaming f

248、acilities and therefore adversely impact revenues.Table of Contents19Rising operating costs at our gaming properties could have a negative impact on our business.The operating expenses associated with our gaming properties could increase due to,among other reasons,the following factors:inflationary

249、pressures;supply chain issues that are beyond our control;changes in federal,state or local tax or regulations,including state gaming regulations or gaming taxes,could impose additionalrestrictions or increase our operating costs;aggressive marketing and promotional campaigns by our competitors for

250、an extended period of time could force us to increase ourexpenditures for marketing and promotional campaigns in order to maintain our existing customer base or attract new customers;as our properties age,we may need to increase our expenditures for repairs,maintenance,and to replace equipment neces

251、sary tooperate our business in amounts greater than what we have spent historically;our reliance on slot play revenues and any additional costs imposed on us from slot machine vendors;availability and cost of the many products and services we provide our customers,including food,beverages,retail ite

252、ms,entertainment,hotel rooms,spa and golf;availability and costs associated with insurance;increases in costs of labor;our properties use significant amounts of electricity,natural gas and other forms of energy,and energy price increases may adverselyaffect our cost structure;our properties use sign

253、ificant amounts of water,and a water shortage may adversely affect our operations;andat Grand Lodge,we rely on Hyatt Lake Tahoe to provide certain items at reasonable costs,including food,beverages,parking androoms.Any change in its pricing or the availability of such items may affect our ability to

254、 compete.If our operating expenses increase without any offsetting increase in our revenues,our results of operations would suffer.We face the risk of fraud and cheating.Our gaming customers may attempt or commit fraud or cheat in order to increase winnings.Acts of fraud or cheating could involve th

255、euse of counterfeit chips or other tactics,possibly in collusion with our employees.Internal acts of cheating could also be conducted by employeesdirectly or through collusion with dealers,surveillance staff,floor managers or other casino or gaming area staff.Failure to discover such acts orschemes

256、in a timely manner could result in losses in our gaming operations.In addition,negative publicity related to such schemes could have anadverse effect on our reputation,potentially causing a material adverse effect on our business,financial condition,results of operations and cashflows.Win rates for

257、our gaming operations depend on a variety of factors,some beyond our control.The gaming industry is characterized by an element of chance.In addition to the element of chance,win rates are also affected by otherfactors,including players skill and experience,the mix of games played,the financial reso

258、urces of players,the spread of table limits,the volumeof bets played and the amount of time played.Our gaming profits are mainly derived from the difference between our casino winnings and thecasino winnings of our gaming customers.Since there is an inherent element of chance in the gaming industry,

259、we do not have full control over ourwinnings or the winnings of our gaming customers.If our winnings do not exceed the winnings of our gaming customers by enough to cover ouroperating costs,we may record a loss from our gaming operations,which could have a material adverse effect on our business,fin

260、ancial condition,results of operations and cash flows.Table of Contents20The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us.A majority of our revenues are attributable to slot machines and related systems operated by us at our gaming facili

261、ties.It is important,forcompetitive reasons,that we offer popular and up-to-date slot machine games to our customers.A substantial majority of the slot machines sold inthe U.S.in recent years were manufactured by only a few companies,and there has been recent consolidation activity within the gaming

262、equipment sector.In recent years,slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games,instead requiring participation lease arrangements.Participation slot machine leasing arrangements typically require the payment of a fixed dailyrental or a perc

263、entage payment of coin-in or net win.Generally,a participation lease is more expensive over the long term than the cost to purchasea new machine.For competitive reasons,we may be forced to purchase new slot machines or enter into participation lease arrangements that aremore expensive than our curre

264、nt costs associated with the continued operation of our existing slot machines.If the newer slot machines do notresult in sufficient incremental revenues to offset the increased investment and participation lease costs,it could hurt our profitability.Our business may be adversely affected by legisla

265、tion prohibiting tobacco smoking.Legislation in various forms to ban indoor tobacco smoking has been enacted or introduced in jurisdictions in which we operate.Exceptfor our casino in Colorado,the gaming areas of our properties are not currently subject to tobacco restrictions.While gaming areas hav

266、e generallybeen exempted from these restrictions,if additional restrictions on smoking are enacted in jurisdictions in which we operate,we could experience adecrease in gaming revenue.This is particularly the case if such restrictions are not applicable to all competitive facilities in that gaming m

267、arket.We rely on,among other things,trademarks,licenses,confidentiality procedures,and contractual provisions to protect our intellectualproperty rights and we may be unable to protect or may not be successful in protecting our intellectual property rights.Our commercial success depends upon our abi

268、lity to develop brands and to successfully obtain or acquire proprietary or statutoryprotection for our intellectual property rights and to implement new or improved technologies purchased or licensed from third parties.We rely on,among other things,trademarks,licenses,confidentiality procedures,and

269、 contractual provisions to protect our intellectual property rights.Whilewe enter into license,confidentiality,and non-disclosure agreements to attempt to limit access to,and distribution of,proprietary and confidentialinformation,it is possible that:some or all of our confidentiality and non-disclo

270、sure agreements will not be honored;disputes concerning the ownership of intellectual property will arise with our strategic partners,users or others;unauthorized disclosure or use of our intellectual property,including know-how or trade secrets,will occur;we will be unable to successfully enforce o

271、ur trademark or copyright rights;orcontractual provisions may not be enforceable.There can be no assurance that we will be successful in protecting our intellectual property rights or that we will become aware of third-party infringements that might be occurring.Inability to protect our intellectual

272、 property rights could have a material adverse effect on ourprospects,business,financial condition or results of operations.Table of Contents21Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others and any suchinfringements,including those th

273、at are inadvertent,may have a material adverse effect on our business.The industries in which we compete have many participants that own,or claim to own,intellectual property,including participants thatown intellectual property similar to our own,and proprietary rights for technologies similar to th

274、ose used or licensed by us.Some of thisintellectual property may provide very broad protection to the third-party owners thereof.Patents in particular can be issued very rapidly and thereis often a great deal of secrecy surrounding pending patent applications.We cannot determine with certainty wheth

275、er any existing third-partyintellectual property or the issuance of any new third-party intellectual property would require our partners or suppliers to alter their technologiesor services,pay for licenses,challenge the validity or enforceability of the intellectual property,or cease certain activit

276、ies.Third parties may assertintellectual property infringement claims against us and against our partners and/or suppliers.We may be subject to these types of claims eitherdirectly or indirectly through indemnities assuming liability for these claims that we may provide to certain partners or suppli

277、ers.There can be noassurance that our attempts to negotiate favorable intellectual property indemnities in favor of us with our partners or suppliers for infringement ofthird-party intellectual property rights will be successful or that a partners or suppliers indemnity will cover all damages and lo

278、sses suffered by usand our partners and other suppliers due to infringing products,or that we can secure a license,modification or replacement of a partners orsuppliers products with non-infringing products that may otherwise mitigate such damages and losses.Some of our competitors have,or are affil

279、iated with companies that have,substantially greater resources than us,and these competitorsmay be able to sustain the costs of complex intellectual property infringement litigation to a greater degree and for longer periods of time than us.Regardless of whether third-party claims of infringement ag

280、ainst us have any merit,these claims could:adversely affect our relationships with our customers;be time-consuming to evaluate and defend;result in costly litigation;result in negative publicity for us;divert our managements attention and resources;cause product and software delivery delays or stopp

281、ages;subject us to significant liabilities;require us to enter into costly royalty or licensing agreements;require us to develop possible workaround solutions that may be costly and disruptive to implement;orrequire us to cease certain activities or to cease providing services in certain markets.In

282、addition to being liable for potentially substantial damages relating to intellectual property following an infringement action against us,we may be prohibited from commercializing certain technologies,or products or services unless we obtain a license from the holder of theapplicable intellectual p

283、roperty rights.There can be no assurance that we will be able to obtain any such license or acquire intellectual property oncommercially reasonable terms,or at all.If we do not obtain such a license,our prospects,business,operating results and financial condition couldbe materially adversely affecte

284、d and we could be required to cease related business operations in some markets and restructure our business tofocus on continuing operations in other markets.We are subject to risks related to corporate social responsibility and reputation.Many factors influence our reputation and the value of our

285、brands,including the perception held by our customers,business partners,other key stakeholders and the communities in which we do business.Our business faces increasing scrutiny related to environmental,social andgovernance activities and risk of damage to our reputation and the value of our brands

286、if we fail to act responsibly in a number of areas,such asdiversity and inclusion,environmental stewardship,climate change,workplace conduct,human rights,philanthropy and support for localcommunities.Any harm to our reputation could impact employee engagement and retention and the willingness of cus

287、tomers and our partners todo business with us,which could have a material adverse effect on our business,results of operations and cash flows.Table of Contents22Risks Related to Development and Growth OpportunitiesWe are engaged from time to time in one or more construction and development projects,

288、including Chamonix and American Place,and many factors could prevent us from completing them as planned.We are currently constructing Chamonix in Cripple Creek,Colorado,adjoining and connected to our existing Bronco Billys casino.Wealso intend to open The Temporary and,subsequently,American Place in

289、 Waukegan,Illinois.Construction of these types of projects have certain inherent risks,including the risks of fire,structural collapse,human error andelectrical,mechanical and plumbing malfunction.Our development and expansion projects are exposed to significant risks,including:shortage of materials

290、,including due to supply chain issues that are beyond our control;shortage of skilled labor or work stoppages;unforeseen construction scheduling,engineering,excavation,environmental or geological problems;increases in the cost of steel and other raw materials for construction,driven by inflation,U.S

291、.tariffs on imports,demand,higherlabor and construction costs and other factors,may cause price increases beyond those anticipated in the budgets for ourdevelopment projects;natural disasters,hurricanes,weather interference,changes in river levels,floods,fires,earthquakes,the impacts of pandemic suc

292、h ascoronavirus,or other casualty losses or delays;unanticipated cost increases or delays in completing the project;delays in obtaining,or inability to obtain or maintain,necessary license or permits;lack of sufficient funds,or delays in the availability of,financing;failure to comply with the terms

293、 of our disbursement agreements under our indenture could limit our access to funds for the projects;changes to plans or specifications;performance by contractors and subcontractors;disputes with contractors;mechanics liens on real property collateral may have priority over the liens securing our in

294、debtedness;personal injuries to workers and other persons;structural heights and the required use of cranes;disruption of our operations caused by diversion of managements attention to new development projects and construction at ourexisting properties;remediation of environmental contamination at s

295、ome of our proposed construction sites,which may prove more difficult orexpensive than anticipated in our construction budgets;failure to obtain and maintain necessary gaming regulatory approvals and licenses,or failure to obtain such approvals and licenseson a timely basis;requirements or governmen

296、t-established“goals”concerning union labor or requiring that a portion of the project expenditures bethrough companies controlled by specific ethnic or gender groups,goals that may not be obtainable,or may only be obtainable atadditional project cost;andother unanticipated circumstances or cost incr

297、eases.The occurrence of any of the foregoing could increase the total costs of a project,or delay or prevent its construction,development,expansion or opening.Escalating construction costs may cause us to modify the design and scope of projects from those initially contemplated orcause the budgets f

298、or those projects to be increased.We generally carry insurance to cover certain liabilities related to construction,but not allrisks are covered,and it is uncertain whether such insurance will provide sufficient payment in a timely fashion even for those risks that areinsured and material to us.Tabl

299、e of Contents23The construction costs for our growth projects,including Chamonix and American Place,may exceed budgeted amounts pluscontingencies,which may result in insufficient funds to complete these projects or the need to raise additional capital.Delays in the completion of the plans and specif

300、ications for our growth projects,including Chamonix and American Place,could delaycompletion of the projects.In addition,completion of the plans and specifications while construction is in progress could cause inefficiencies,andcertain items may need to be modified or replaced after they have been p

301、urchased,constructed or installed in order to conform to building coderequirements or subsequently-developed plans and specifications.The Pre-Construction Services Agreement and Letter of Intent with our generalcontractor for Chamonix provides that the cost of construction may increase and the deadl

302、ines for the contractors obligations to completeconstruction may be adjusted for alterations in the projects scope.We may enter into similar arrangements with the general contractor forAmerican Place.We can give no assurance that changes in the scope of these projects will not increase the cost of t

303、he projects or extend theircompletion dates.We establish budgets for the projects based,in part,on our estimate of the cost of various construction goods and services forparts of the projects that,in some cases,are not yet fully designed.If the actual cost with respect to these allowance items excee

304、ds the estimatedamount,we will be responsible for the payment of those excess amounts out of the cash flow from our other operations and from cash balances.Our cash flow or cash reserves may not be adequate at any given time to address balancing of the construction budgets if there are increased cos

305、ts.If our contingency,cash flow from operations and anticipated excess liquidity are insufficient to cover any shortfall,we may not have sufficientfunds to complete the projects without seeking additional capital or at all.There is no assurance that our growth projects,including Chamonix and America

306、n Place,will not be subject to additional regulatoryrestrictions,delays,or challenges.We received approval of the plans for Chamonix from the Cripple Creek Historic Preservation Commission and Cripple Creek CityCouncil in January and February 2021,respectively.Additionally,as part of these approvals

307、,the Cripple Creek City Council voted to amend theprior Development Agreement with Bronco Billys regarding the project,as an Amended&Restated Development Agreement.In the Amended&Restated Development Agreement,we are obligated to complete the project by December 31,2022.If we do not complete the pro

308、ject by that date,the City may exercise its right of reversion for the previously vacated right of way of portions of 2nd Avenue and the alley.If the project issubstantially underway at the deadline,it is likely that the City Council would agree to extend the deadline;however,there is no certainty t

309、hatwould be the case.We are still developing our plans related to American Place and the Temporary,and such plans will be subject to regulatoryapproval.Completion of these projects could also be delayed by weather,labor shortages or other construction delays.There is no assurance thatthese projects

310、will not be subject to additional restrictions,delays,or challenges,as the projects will also require at least the followingadministrative approvals:a development plan,approved construction drawings required for a building permit,and a certification of occupancy.There is no assurance that our growth

311、 projects,including Chamonix and American Place,will be successful.In addition to the construction and regulatory risks associated with the development of our growth projects,including Chamonix andAmerican Place,we cannot assure you that the level of consumer demand for these projects will meet our

312、expectations.The operating results ofthese projects may be materially different than expected due to,among other factors,consumer spending and preferences in the geographic areas,competition from other markets,or other developments that may be beyond our control.In addition,these projects may be mor

313、e sensitive thananticipated by management to certain risks,including risks associated with downturns in the economy.Further,these projects may not generatecash flows on our anticipated timeline.We may not be able to successfully implement our growth strategy with respect to these projects,capitalinv

314、estments,and acquisitions.There is no assurance that these projects will result in a more successful business operation,or that these projectswill increase clientele or revenues.With respect to Chamonix,there is no assurance that a more modern expansion will attract new visitors to a citywith histor

315、ic architecture.The occurrence of any of these issues could adversely affect our prospects,financial condition and results of operations.Table of Contents24Failure to comply with the terms of our disbursement agreement related to Chamonix could limit our access to funds.As of January 2022,we had app

316、roximately$221 million deposited in a construction disbursement account for Chamonix.The funds inthe construction disbursement account,which will be used to fund the completion of the design,development,construction,equipping and openingcosts of Chamonix,will be disbursed pursuant to the terms of ou

317、r Cash Collateral and Disbursement Agreement.Funds will be distributed fromthis account only upon satisfaction of certain conditions,including the approval of the disbursements by an independent construction consultant,ascontemplated by the Cash Collateral and Disbursement Agreement.If we fail to sa

318、tisfy draw conditions or the independent construction consultantdoes not give its approval to construction draws,in each case under our Cash Collateral and Disbursement Agreement,we may not have access tofunds when needed to pay such costs,which could cause delays in the construction of Chamonix.We

319、face a number of challenges prior to opening new or upgraded facilities.No assurance can be given that,when we endeavor to open new or upgraded facilities,the expected timetables for opening such facilitieswill be met in light of the uncertainties inherent in the development of the regulatory framew

320、ork,construction,the licensing process,legislativeaction and litigation.Delays in opening new or upgraded facilities could lead to increased costs and delays in receiving anticipated revenues withrespect to such facilities and could have a material adverse effect on our business,financial condition

321、and results of operations.We may face disruption and other difficulties in integrating and managing facilities we have recently developed or acquired,or maydevelop or acquire in the future.We may face certain challenges as we integrate the operational and administrative systems of recently developed

322、 or acquired facilities intoour business.As a result,the realization of anticipated benefits may be delayed or substantially reduced.Events outside of our control,includingchanges in state and federal regulations and laws,as well as economic trends,also could adversely affect our ability to realize

323、the anticipatedbenefits from the acquisition or future development.We expect to continue pursuing expansion opportunities.We regularly evaluate opportunities for acquisition and development of newproperties.We could face significant challenges in managing and integrating our expanded or combined ope

324、rations and any other properties wemay develop or acquire,particularly in new competitive markets.The integration of properties we may develop or acquire will require thededication of management resources that may temporarily divert attention from our day-to-day business.The process of integrating p

325、roperties thatwe may acquire also could interrupt the activities of those businesses,which could have a material adverse effect on our business,financialcondition and results of operations.In addition,the development of new properties may involve construction,local opposition,regulatory,legaland com

326、petitive risks,as well as the risks attendant to partnership deals on these development opportunities.In particular,in projects where weteam up with a joint venture partner,if we cannot reach agreement with such partners,or our relationships otherwise deteriorate,we could facesignificant increased c

327、osts and delays.Local opposition can delay or increase the anticipated cost of a project.Finally,given the competitive natureof these types of limited license opportunities,litigation is possible.Management of new properties,especially in new geographic areas,may require that we increase our managem

328、ent resources.We cannotassure you that we will be able to manage the combined operations effectively or realize any of the anticipated benefits of our acquisitions.We alsocannot assure you that,if acquisitions are completed,the acquired businesses will generate returns consistent with our expectatio

329、ns.Our ability toachieve our objectives in connection with any acquisition we may consummate may be highly dependent on,among other things,our ability toretain the senior-level property management teams of such acquisition candidates.If,for any reason,we are unable to retain these managementteams fo

330、llowing such acquisitions or if we fail to attract new capable executives,our operations after consummation of such acquisitions could bematerially adversely affected.If we make new acquisitions or new investments,we may face additional risks related to our business,results ofoperations,financial co

331、ndition,liquidity,ability to satisfy financial covenants and comply with other restrictive covenants under our indenture,andability to pay or refinance our indebtedness.The occurrence of some or all of the above-described events could have a material adverse effect on our business,financial conditio

332、n andresults of operations.Table of Contents25The construction of Chamonix may inconvenience customers and disrupt business activity at the adjoining Bronco Billys casino.Although we will attempt to minimize disruption of our existing Bronco Billys operations,construction of Chamonix will requirepor

333、tions of the adjoining Bronco Billys to be closed or disrupted.For example,Chamonix will be built,in part,on surface parking lots currentlyused by guests of Bronco Billys.As a result,we will close such parking lots and relocate guest parking until the Chamonixs new parking garageis available for use.Similarly,hotel rooms at Bronco Billys will be temporarily unavailable during construction.Any sign