Full House Resorts Inc. (FLL) 2024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 31,2024Transition 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 preceding 12 months(or for such shorterperiod 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 of this chapter)d

7、uring thepreceding 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 financial accounting standards providedpursuant 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 reporting under Section 404(b)ofthe Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Ac

11、t,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive

12、-based compensation received by any of the registrants executive officersduring the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of Registrants voting and non-

13、voting common stock held by non-affiliates of the Registrant,as of June 28,2024(the last business day of the Registrants most recentlycompleted second fiscal quarter),was:$164.1 million.As of March 6,2025,there were 35,875,647 shares of common stock,$0.0001 par value per share,outstanding.Documents

14、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 of stockholders to be held in2025,which definitive proxy statement is anticipated to be filed with the Securitie

15、s and Exchange Commission within 120 days after the end of the Registrants fiscal year ended December 31,2024.Table of Contents2FULL HOUSE RESORTS,INC.TABLE OF CONTENTSPageCautionary Statement Regarding Forward-Looking Statements3Summary of Risk Factors4PART IItem 1.Business7Item 1A.Risk Factors14It

16、em 1B.Unresolved Staff Comments34Item 1C.Cybersecurity35Item 2.Properties36Item 3.Legal Proceedings36Item 4.Mine Safety Disclosures36PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities37Item 6.Reserved37Item 7.Managements Discussio

17、n and Analysis of Financial Condition and Results of Operations38Item 7A.Quantitative and Qualitative Disclosures About Market Risk53Item 8.Financial Statements and Supplementary Data54Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure90Item 9A.Controls and P

18、rocedures90Item 9B.Other Information91Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections91PART IIIItem 10.Directors,Executive Officers and Corporate Governance91Item 11.Executive Compensation91Item 12.Security Ownership of Certain Beneficial Owners and Management and Related

19、 Stockholder Matters91Item 13.Certain Relationships and Related Transactions,and Director Independence91Item 14.Principal Accounting Fees and Services91PART IVItem 15.Exhibits,Financial Statement Schedules92Item 16.Form 10-K Summary95SIGNATURES96Table of Contents3Cautionary Statement Regarding Forwa

20、rd-Looking StatementsThis Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities ExchangeAct of 1934,as amended(the“Exchange Act”)for which the Private Securities Litigation Reform Act of 1995 provides a safe harbor.Theseforward-looking sta

21、tements can be identified by use of terms such as“believes,”“expects,”“anticipates,”“estimates,”“plans,”“intends,”“objectives,”“goals,”“aims,”“projects,”“forecasts,”“future,”“possible,”“seeks,”“may,”“could,”“should,”“will,”“might,”“likely,”“enable,”or similar words or expressions,as well as statemen

22、ts 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 of forward-looking statements include,among others,statements wemake regarding our plans,beliefs or expectations regarding our growth strate

23、gies;our expected construction budgets,estimated commencementand completion dates,expected amenities,and our expected operational performance for our growth projects,such as American Place;ourexpectations regarding the timing of the closing of the second phase of the sale of Stockmans Casino;our exp

24、ectations regarding our ability togenerate operating cash flow and to obtain debt financing on reasonable terms and conditions for the construction of the permanent AmericanPlace facility;our investments in capital improvements and other projects,including the amounts of such investments,the timing

25、ofcommencement or completion of such capital improvements and projects,and the resulting impact on our financial results;our sports wageringcontracts with third-party providers,including the expected revenues and expenses,as well as our expectations regarding the potential usage of ouridle sports sk

26、ins by us or others;our expectations regarding our ability to exercise any of our buyout options under our leases;adequacy of ourfinancial resources to fund operating requirements and planned capital expenditures and to meet our debt and contractual obligations;expectedsources of revenue;anticipated

27、 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 matters;impact ofrecently issued accounting standards;and est

28、imates regarding certain accounting and tax matters,among others.Forward-looking statements are neither historical facts nor assurances of future performance.Instead,they are based only on our currentbeliefs,expectations and assumptions regarding the future of our business,future plans and strategie

29、s,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 are difficult to predict and many of which are outside of our control.Our actu

30、al 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 actual results and financial condition to differ materially from those indicat

31、ed 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 Operations”of this Annual Report on Form 10-K.These forward-looking statements speak

32、 only as of the date on which this statement is made,and we undertake no obligation to update orrevise any forward-looking statements as a result of future developments,events or conditions,except as required by law.New risks emerge fromtime to time and it is not possible for us to predict all such

33、risk factors,nor can we assess the impact of all such risk factors on our business or theextent to which any factor,or combination of factors,may cause actual results to differ significantly from those forecast in any forward-lookingstatements.You should also be aware that while we communicate from

34、time to time with securities analysts,we do not disclose to them anymaterial non-public information,internal forecasts or other confidential business information.Therefore,you should not assume that we agree withany statement or report issued by any analyst,irrespective of the content of the stateme

35、nt or report.To the extent that reports issued by securitiesanalysts contain projections,forecasts or opinions,those reports are not our responsibility and are not endorsed by us.Table of Contents4Summary of Risk FactorsThe following is a summary of the risk factors discussed in Part I,Item 1A.“Risk

36、 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 OperationsWe face significant competition from other gaming and entertainmen

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

38、s 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.Our Mississippi ca

39、sino hotel and Illinois casino operations currently generate a significant percentage of our revenues and AdjustedEBITDA.Our ability to meet our operating and debt service requirements is dependent,in part,upon the continued success of thoseproperties.We derive our revenues and operating income from

40、 our properties located in Mississippi,Colorado,Indiana,Nevada and Illinois,and areespecially subject to certain risks,including economic and competitive risks,associated with the conditions in those areas and in thestates from which we draw patrons.Some of our operations are located on leased prope

41、rty.If the lessor of the Grand Lodge Casino exercises its buyout or early terminationrights or fails to extend the lease,or if we default on this or certain of our other leases,the applicable lessors could terminate the affectedleases and we could lose possession of the affected casino.A prolonged c

42、losure of our casinos would negatively impact our ability to service our debt.Adverse weather conditions,road construction,gasoline shortages and other factors affecting our facilities and the areas in which weoperate could make it more difficult for potential customers to travel to our properties a

43、nd 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,pandemics,epidemics,widespread health emergencies

44、,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,Chamonix,Bronco Billys and Rising Star,are accessed by our customers via routesthat have few alternatives.Mari

45、ne transportation is inherently risky,and insurance may be insufficient to cover losses that may occur to our assets or result from ourferry boat operations.We may incur property and other losses that are not adequately covered by insurance,including adequate levels of Weather CatastropheOccurrence/

46、Named Windstorm,Flood and Earthquake insurance coverage for our properties.We depend on our key personnel and our ability to attract and retain employees.Higher wage and benefit costs could adversely affect our business.Rising operating costs at our gaming properties could have a negative impact on

47、our business.We face the risk of fraud and cheating.Win rates for our gaming operations depend on a variety of factors,some beyond our control.The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us.Our business may be adversely affected by legi

48、slation prohibiting tobacco smoking.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 commercia

49、l success depends upon us avoiding the infringement of intellectual property rights owned by others and any suchinfringements,including those that are inadvertent,may have a material adverse effect on our business.We are subject to risks related to corporate social responsibility and reputation.Tabl

50、e of Contents5Risks Related to Development and Growth OpportunitiesWe are engaged from time to time in one or more construction and development projects,and many factors could prevent us fromcompleting them as planned.The construction costs for our growth projects may exceed budgeted amounts plus co

51、ntingencies.This may result in insufficient funds tocomplete these projects or the need to raise additional capital.There is no assurance that any growth projects will not be subject to additional regulatory restrictions,delays,or challenges.There is no assurance that our growth projects will be suc

52、cessful.We face a number of challenges prior to opening new or upgraded facilities.We may face disruption and other difficulties in integrating and managing facilities we have recently developed or acquired,or maydevelop or acquire in the future.The construction of the permanent American Place facil

53、ity may inconvenience customers and disrupt business activity at our adjacenttemporary casino facility.The permanent American Place facility,additional growth projects or potential enhancements at our properties may require us to raiseadditional capital.The casino,hotel and resort industry is capita

54、l 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 to complete certain acquisitions,mergers,joint ventures,and other developments,as well as

55、other potential delays in completing certain transactions.If we fail to obtain necessary government approvals in a timely manner,or at all,it can adversely impact our various expansion,development,investment and renovation projects.Insufficient or lower-than-expected results generated from our new d

56、evelopments and acquired properties may negatively affect ouroperating results and financial condition.Risks Related to our IndebtednessOur significant indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.The indenture governing the Notes and the Cr

57、edit 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 covenants.To service our indebtedness,we will require a significant amount of cash.Our ability to generate cash dep

58、ends 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 expenditures,and we may be forced to take other actions to satisfy our obligations under our indebtedness,wh

59、ich 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.Our ability to obtain additional financing on commercially reasonable terms may be limited.The obligations unde

60、r the Notes and the Credit Facility are collateralized by a security interest in substantially all of our assets.If wedefault on those obligations,the holders of the Notes and lenders under the Credit Facility could foreclose on our assets.In addition,theexistence of these security interests may adv

61、ersely affect our financial flexibility.We and our subsidiaries may still be able to incur substantially more debt,including subordinated debt,which could further exacerbatethe risks described above.Table of Contents6Risks Related to our Legal and Regulatory EnvironmentWe face extensive regulation f

62、rom 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 have an adverse effect on our financial condition,results of operat

63、ions 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 liabilities.We are subject to litigation which,if adversely determined,could

64、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 supply of electrical power.If we experience damage orservice interruptio

65、ns,we may have to cease some or all of our operations,which will result in a decrease in revenue.Our information technology and other systems are subject to cybersecurity risk,misappropriation of customer information and otherbreaches of information security.General RisksOur ability to utilize our n

66、et operating loss(“NOL”)carryforwards and certain other tax attributes may be limited.The market price for our common stock may be volatile,and investors may not be able to sell their stock at a favorable price,or at all.The exercise of outstanding options to purchase common stock may result in subs

67、tantial dilution and may depress the trading price of ourcommon stock.Table of Contents7PART IItem 1.Business.References in this document to“Full House,”the“Company,”“we,”“our,”or“us”refer to Full House Resorts,Inc.and its subsidiaries,except where stated or the context otherwise indicates.Introduct

68、ionFormed 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.We currently operate seven casinos:six on real estate that we own or lease,and one located within a hotel owned by a

69、third party.Additionally,we benefit from seven permitted sports wagering skins three in Colorado,three in Indiana,and one in Illinois.Other companiescurrently operate the active online sports wagering websites under their brands,paying us a percentage of revenues,as defined,subject to annualminimum

70、amounts.In February 2023,we opened our temporary American Place facility,which we are permitted to operate until August 2027.We havebegun the design work for the permanent gaming resort facility that we plan to build on adjoining land.In August 2024,we entered into an agreement to sell Stockmans to

71、a privately owned company.We closed on the sale of Stockmans realproperty in September 2024.We continue to operate the business under a leaseback agreement with the new owners for use of their facilities untilthe second closing of the Stockmans sale,which is expected to occur in the first half of 20

72、25.In October 2024,we completed the phased opening of Chamonix,our newest property,located adjacent to our existing Bronco BillysCasino.The following table presents selected information concerning our casino resort properties as of December 31,2024:Segments and Properties LocationsMidwest&SouthAmeri

73、can Place*Waukegan,IL(northern suburb of Chicago)Silver Slipper Casino and Hotel(“Silver Slipper”)Hancock County,MS(near New Orleans)Rising Star Casino Resort(“Rising Star”)Rising Sun,IN(near Cincinnati)WestBronco Billys Casino(“Bronco Billys”)andChamonix Casino Hotel(“Chamonix”)*Cripple Creek,CO(ne

74、ar Colorado Springs)Grand Lodge Casino(“Grand Lodge”),leased and part of the Hyatt Regency Lake Tahoe Resort,Spa and Casino Incline Village,NV(North Shore of Lake Tahoe)Stockmans Casino(“Stockmans”),held for sale starting August 2024 Fallon,NV(one hour east of Reno)Contracted Sports WageringOne acti

75、ve sports wagering website(“skin”),plus two others that are currently idleColoradoOne active sports wagering website(“skin”),plus two others that are currently idleIndianaOne active sports wagering website(“skin”),commenced in August 2023Illinois_*The temporary American Place facility opened on Febr

76、uary 17,2023.Chamonix opened in phases between December 2023 and October 2024.We manage our casinos based primarily on geographic regions within the United States and type of income.Our corporate headquarters isin Las Vegas,Nevada.Our reportable segments are identified as Midwest&South,West,and Cont

77、racted Sports Wagering.Table of Contents8Our mission is to maximize stockholder value,while also being a responsible borrower,good employer,and active communityparticipant.We seek to increase revenues by providing our customers with their favorite games and amenities,high-quality customer service,an

78、dappropriate customer loyalty programs.Our customers include nearby residents who represent a high potential for repeat visits,along with drive-intourist patrons.We continuously focus on improving the operating results of our existing properties through a combination of revenue growth andexpense man

79、agement efforts.The casino resort industry is capital-intensive;we rely on the ability of our properties to generate operating cash flowto pay interest,repay debt,and fund maintenance and certain growth-related capital expenditures.We also continually assess the potential impactof growth and develop

80、ment opportunities,including capital investments at our existing properties,the development of new properties,and theacquisition of existing properties.Our casino properties generally operate 24 hours each day,365 days per year.We also generally operate the hotel,food and beverage,andother on-site o

81、perations at our properties,although the steakhouse at Chamonix is operated by a third party.Additionally,we operate a golf course,recreational vehicle park(“RV park”)and ferry service at Rising Star and an RV park at Silver Slipper.At Grand Lodge,the landlord of the HyattRegency Lake Tahoe Resort,S

82、pa and Casino(“Hyatt Lake Tahoe”)manages the adjoining hotel,as well as the food and beverage outlets.Operating PropertiesSilver 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 O

83、rleans,Louisiana.The property sits at the western end of an approximately eight-mile-long white sand beach,the closest such beach to the New Orleansand Baton Rouge metropolitan areas.Its customers are primarily from communities in southwestern Mississippi and southern Louisiana,includingthe North Sh

84、ore of Lake Pontchartrain and the New Orleans and Baton Rouge metropolitan areas.In addition to its large,modern casino,the SilverSlipper offers 129 hotel rooms or suites,an on-site sportsbook,a fine-dining restaurant,a buffet,a quick-service restaurant,a casino bar and abeachfront pool and bar.It a

85、lso manages a nearby beachfront RV park.The primary 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.Through October 1,2027,we

86、 have theoption to buy out the lease.Bronco Billys Casino/Chamonix Casino Hotel(Cripple Creek,Colorado)Bronco Billys and Chamonix are two integrated and adjoining casinos,and are operated by our management team as a single entity.Theproperties are located in Cripple Creek,Colorado,a historical gold

87、mining town located approximately one hour from Colorado Springs and twohours from Denver.Its customers are primarily from the Colorado Springs/Pueblo/Caon City metropolitan area,the second-largest metropolitanarea in Colorado,with a population of approximately one million people.Its secondary marke

88、t,the Denver metropolitan area,has a population ofapproximately four million people.It occupies a significant portion of the key city block of Cripple Creeks“casino strip.”Chamonix was openedin phases,beginning in December 2023 and completing in October 2024.The combined Bronco Billys/Chamonix compl

89、ex offers two integratedcasinos,approximately 300 luxury guest rooms,14 additional hotel rooms located nearby,two casual dining outlets,a coffee bar,a steakhousemanaged by a third-party,parking garage,rooftop pool,jewelry store,spa,and convention and meeting facilities.We own much of the real estate

90、 for these two properties,but also lease certain parking lots and buildings,including a portion of the hoteland casino,under a long-term lease.The lease has six renewal options in three-year increments through January 2035.We have the right to buy outthe lease at any time during its term.We are allo

91、wed to offer online sports wagering through three sports“skins”in Colorado.Rather than operate these sports skins ourselves,we historically have contracted with outside companies to operate such skins under their own brands in exchange for a percentage of revenues,asdefined in each contract,subject

92、to annual minimum amounts paid to us.As of December 31,2024,one of our three skins was live.Table of Contents9Rising Star Casino Resort(Rising Sun,Indiana)Rising Star is located on the banks of the Ohio River in Rising Sun,Indiana,approximately one hour from Cincinnati,Ohio,and withintwo hours of In

93、dianapolis,Indiana,and Louisville and Lexington,Kentucky.In addition to its riverboat-based casino,Rising Star offers a land-based pavilion with approximately 31,500 square feet of meeting and convention space;a contiguous 190-guest-room hotel;an adjacent,leased104-guest-room hotel set on three acre

94、s;a 56-space RV park;four dining outlets;surface parking;and an 18-hole golf course on over 230 acres.The 104-guest-room hotel is leased pursuant to an agreement that expires in October 2027 and contains a bargain purchase option,whereby wehave the right to purchase the hotel and the landlord has th

95、e right to put the hotel to us,in both cases for$1 upon maturity of the lease.We alsoown 1.3 acres located in Burlington,Kentucky that is used as part of our ferry boat operations,which connects the more populous Boone County,Kentucky to our Rising Star property in Indiana.We are allowed to offer on

96、line sports wagering through three sports“skins”in Indiana.As in Colorado,we historically have contractedwith outside companies to operate such skins under their own brands in exchange for a percentage of revenues,as defined in each contract,subjectto annual minimum amounts.As of December 31,2024,on

97、e of our three skins was live.Stockmans Casino(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 Fallon Naval Air Station,which is the Navys premier air

98、 training facility,informallyreferred to as the“Top Gun”school.In addition to its casino,Stockmans offers a bar,fine-dining restaurant and coffee shop.On August 28,2024,we entered into an agreement with a privately-owned company to sell Stockmans for total gross proceeds of$9.2million,plus certain e

99、xpected working capital adjustments at closing.We closed on the sale of Stockmans real property in September 2024.Wecontinue to operate the business under a leaseback agreement with the new owners for use of their facilities until the second closing of theStockmans sale,which is expected to occur in

100、 the first half of 2025.See Note 3 to the consolidated financial statements set forth in Part II,Item 8.“Financial Statements and Supplementary Data”for details.Grand Lodge Casino(Incline Village,Nevada)We operate Grand Lodge at the Hyatt Lake Tahoe under a lease with Incline Hotel,LLC.Grand Lodge i

101、s 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 LakeTahoe is one of three AAA Four Diamond hotels in the Lake Tahoe area.Our casinos customers consist of both locals and tourists v

102、isiting theLake Tahoe area.Our lease currently expires on December 31,2034,though it can be cancelled prior to its expiration on terms specified in the lease.Thelease was entered into in 2011 and has been extended several times,although there is no certainty that this will continue to be the case.Th

103、e lease issecured by our interests under such lease,consisting of certain collateral(as defined and described in a security agreement),and is subordinate toboth our 8.25%Senior Secured Notes due 2028 and Revolving Credit Facility.We own the personal property,including slot machines.Thelandlord curre

104、ntly has both an option to terminate the lease early with six months notice in the event of a significant renovation,and to purchaseour leasehold interest and operating assets of the Grand Lodge Casino at a defined price based partially on earnings.Table of Contents10American Place(Waukegan,Illinois

105、)American Place is located in Waukegan,Illinois,a northern suburb of Chicago.Waukegan is the county seat of Lake County,which has apopulation of approximately 709,000.According to the U.S.Census Bureau,Lake County is the third most populous county in the state,and one ofthe wealthier counties in bot

106、h Illinois and the United States.American Place is currently located in a temporary facility that we are permitted tooperate until August 2027,which includes a large casino floor,a center bar,a fine-dining restaurant,two additional full-service restaurants,andtwo customized Airstream trailers locate

107、d within the casino that serve beverages and quick meals.We are currently designing the permanent American Place casino,which is projected to be completed in 2027 and will be located adjacentto the temporary facility.The permanent American Place is slated to include a world-class casino with a state

108、-of-the-art sports book,a premiumboutique hotel comprised of 20 luxurious villas,assorted eateries and bars,and other amenities designed to attract gaming and non-gaming patronsfrom throughout Chicagoland and beyond.American Place is located on approximately 42 acres of land,consisting of approximat

109、ely 10 acres of owned land and an adjoiningapproximately 32 acres that are under a 99-year lease with the City of Waukegan.We have an option to buy out the lease at any time for$30 million.If we do so prior to the opening of the permanent American Place facility,then we must continue to pay rent due

110、 to the City ofWaukegan under this lease until the permanent casino is open.Government RegulationThe gaming industry is highly regulated.We must maintain our licenses and pay gaming taxes to continue our operations.Each of ourcasinos is subject to extensive regulation under the laws,rules,and regula

111、tions 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 inthe gaming operations and include,without limitation,the following conditions and rest

112、rictions: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 gamingauthorities;Individuals who must be approved by the gaming authorities must submit

113、comprehensive personal disclosure forms and undergo anextensive background investigation;Changes in any licensed or approved individuals must be reported to and/or approved by the relevant gaming authority;Failure to timely file the required application forms by any individual required to be approve

114、d by the relevant gaming authority mayresult in that individuals denial and the gaming licensee may be required by the gaming authority to disassociate with thatindividual;andIf any individual is found unsuitable by a gaming authority,the gaming licensee is required to disassociate with that individ

115、ual.Violations of gaming laws in one jurisdiction could result in disciplinary action in other jurisdictions.A summary of the governmentalgaming regulations to which we are subject is filed as Exhibit 99.1 and is herein incorporated by reference.Our businesses are also subject to other various feder

116、al,state,and local laws and regulations.These laws and regulations include,but arenot limited to,restrictions and conditions concerning alcoholic beverages,smoking,environmental matters,employees,currency transactions,taxation,zoning and building codes,construction,land use,and marketing and adverti

117、sing.We also deal with significant amounts of cash in ouroperations and are subject to various reporting and anti-money laundering regulations.Such laws and regulations could change or could beinterpreted differently in the future,or new laws and regulations could be enacted.Material changes,new law

118、s or regulations,or materialdifferences in interpretations by courts or governmental authorities could adversely affect our operating results.See Part I,Item 1A.“Risk Factors Risks Related to our Legal and Regulatory Environment”for additional discussion.Table of Contents11Costs and Effects of Compl

119、iance 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 and non-hazardous substances and wastes.For example,our India

120、naproperty 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,or have recently built,major new casino hotels and such construction must alsoadhere to cer

121、tain environmental regulations.Our Colorado facilities,for example,are in historical mining areas.Failure to comply with applicablelaws and regulations could result in costs for corrective action,penalties or the imposition of other liabilities or restrictions.We also are subject tolaws and regulati

122、ons that impose liability and clean-up responsibility for releases of hazardous substances into the environment.Under certain ofthese laws and regulations,a current or previous owner or operator of the property may be liable for the costs of remediating contaminated soil orgroundwater on or from its

123、 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 ability to use,sell or rent the property

124、.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 future.CompetitionThe gaming industry is hi

125、ghly 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,sports betting,and slot machines inrestaurants,bars,sports arenas,and hotels;pari-mutu

126、el betting on horse racing;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,which are legal in some states,allow customers to wager on a wide variety of sporting events and pla

127、y Las Vegas-style casino games from home or in non-casino settings.Thiscould divert customers from our properties,and thus,adversely affect our business.All of our casinos,as well as other casinos that we maydevelop or acquire,compete with all these forms of gaming.We also compete with any new forms

128、 or jurisdictions of gaming that may be legalized,as well as with other types of entertainment.Some of our competitors have more personnel and greater financial or other resources than we do.Theprincipal methods of competition are:location,with casinos located closer to their feeder markets at an ad

129、vantage;casino,lodging,entertainmentand other hospitality product quality in terms of facilities,customer service and ease of access;breadth of offerings,including the types of casinogames and other non-gaming amenities;and marketing,including the amount,quality,and frequency of promotions offered t

130、o 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 permits 15 riverboat casinos,one land-based casino,four casinos at racetracks,and in certain a

131、reas,a limited numberof slot machines at qualifying truck stops and off-track betting parlors.The legislation permitting riverboat and truck stop casinos requires a localreferendum.At this time,all licenses for riverboat casinos in Louisiana have been granted.Of such casinos,only one is not currentl

132、y in operationand is not located near our Silver Slipper facility.Mississippi does not have a limitation on the number of casino licenses,but requires casinos tobe within approximately 800 feet of the Mississippi River shoreline or the Gulf of Mexico,as defined by state law.There are occasionallypro

133、posals to relocate casinos within Louisiana or to develop new casinos in Mississippi,but there are considerable political and economicconstraints on such potential competition.Table of Contents12Bronco Billys Casino/Chamonix Casino HotelBronco Billys and Chamonix are located in Cripple Creek,Colorad

134、o,which is a historical gold mining town located less than one hourfrom Colorado Springs,on the west side of Pikes Peak.Cripple Creek is one of only three locations in Colorado where commercial gaming ispermitted.The other two locations are in cities that adjoin each other and are approximately one

135、hour west of Denver and two hours from ColoradoSprings.Downtown Denver and Colorado Springs are approximately 70 miles apart and certain suburbs of each metropolitan area largely mergeinto the other.Two Native American gaming operations also exist in southwestern Colorado and there are tribal casino

136、s in Oklahoma,but these aremuch further from Colorado Springs and Denver than Cripple Creek.There are no federally-recognized Native American tribes in the ColoradoFront Range,which includes Denver and Colorado Springs.As of December 31,2024,Bronco Billys and Chamonix were two of 10 gamingfacilities

137、 operating in Cripple Creek.Chamonix is significantly larger and higher in quality than 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 Sun,Indiana,approximately one hour from Cincinnati,Ohio,and with

138、in two hours of Indianapolis,Indiana,and Louisville and Lexington,Kentucky.One of three casinos in southeastern Indiana,itsclosest competitors in Indiana are each approximately 15 miles away,near bridges crossing the Ohio River.There is no bridge at Rising Star,but inSeptember 2018,we commenced a fe

139、rry boat service connecting Rising Sun,Indiana,to the populous Northern Kentucky region.Rising Star alsocompetes with a large land-based casino near Louisville;casinos in Ohio(including in downtown Cincinnati)and elsewhere in Indiana;and slotparlors associated with racetracks in Kentucky.A significa

140、nt slot parlor associated with a racetrack opened in Northern Kentucky in September2022.Stockmans CasinoStockmans Casino is the largest of several casinos in Churchill County,Nevada,which has a population of approximately 26,000residents.Churchill County is also the home of the Fallon Naval Air Stat

141、ion,the United States Navys premier air training facility,informallyreferred to as the“Top Gun”school.While the Navy appears to be expanding its base in Fallon,a reduction of its activities at the base would likelyhave an adverse effect on Stockmans results of operations.Fallon is approximately 30 m

142、inutes east of the large Tesla battery factory and otherdevelopments in the Tahoe-Reno Industrial Center.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

143、Lodge is located in Incline Village,Nevada,and is one of three casinos located within a five-mile radius in the North Lake Tahoearea.Grand Lodge is the only casino in Incline Village itself,which is a high-end residential and tourism community.Grand Lodge also competeswith casinos in South Lake Taho

144、e and Reno.Additionally,there are numerous Native American casinos in California serving the NorthernCalifornia market.American PlaceAmerican Place competes against two existing casinos that primarily serve the northern suburbs of Chicago,a tribal casino in Milwaukee,and slot machines in bars(limite

145、d to six machines per bar)in many parts of Illinois.American Place is the only full-service casino in Lake County,Illinois,which has a population of approximately 709,000 residents.Including areas neighboring Lake County,we estimate that American Place isthe closest casino to more than one million i

146、ndividuals.Table of Contents13MarketingOur marketing efforts are conducted through various means,including 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,t

147、elevision,Internet,billboards,newspapers and magazines,direct mail,email and social media.We also maintain 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 Cl

148、ub,the Bronco Billys/Chamonix Mile High Rewards Club,the Rising Star VIP Club,the Grand Lodge Players AdvantageClub,the Stockmans Winners Club,and American Places Legacy Rewards.Under these programs,customers earn points based on their volumeof wagering that may be redeemed for various benefits,such

149、 as“free play,”complimentary dining,and hotel stays.Our properties do not have coordinated loyalty programs,due to their disparate locations.Instead,our loyalty programs focus onproviding each casinos customers the amenities they most prefer in each market.Intellectual PropertyWe use a variety of tr

150、ademarks,patents and copyrights in our operations and believe that we have all the licenses necessary to conduct ourcontinuing operations.We have registered several trademarks with the United States Patent and Trademark Office or otherwise acquired thelicenses to use certain trademarks,patents and c

151、opyrights that are material to conduct our business.EmployeesAs of December 31,2024,we had 15 full-time corporate employees.We had four executive officers and three additional seniormanagement employees.Our casino properties had 1,670 full-time and 325 part-time employees,as follows:December 31,2024

152、Employee Count by Property/Location Full-time Part-timeSilver Slipper Casino and Hotel 424 60American Place 552 85Rising Star Casino Resort 208 83Bronco Billys/Chamonix Casino Hotel 365 70Grand Lodge Casino 67 16Stockmans Casino 54 11Corporate 15 Total Employees 1,685 325We believe that our relation

153、ship with our employees is excellent.None of our employees are currently represented by labor unions.Available InformationOur principal executive offices are located at Full House Resorts,Inc.,1980 Festival Plaza Drive,Suite 680,Las Vegas,Nevada 89135,and our telephone number is(702)221-7800.Our web

154、site address is .We make available,free of charge,on or throughour Internet website,our annual report on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K,and amendments to thosereports filed or furnished pursuant to Section 13(a)or 15(d)of the Exchange Act,as soon as reasonably p

155、racticable after we electronically file suchmaterial with,or furnish it to,the SEC.Our Internet website and information contained on our Internet website are not part of this Annual Reporton Form 10-K and are not incorporated by reference herein.Table of Contents14Item 1A.Risk Factors.An investment

156、in our securities is subject to risks 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 o

157、f the other information included or incorporated 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,ou

158、r business,financial condition and results 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.Risks Related to our Business and OperationsWe face si

159、gnificant 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.Our casinosand contracted sport wagering businesses compete with other forms of gaming,such as casinos,racetrac

160、ks,state-sponsored lotteries,sweepstakes,charitable gaming,video gaming terminals at bars,restaurants,taverns and truck stops,sports books at sports stadiums,illegal slot machines andskill games,fantasy sports and internet or mobile-based gaming platforms,including online gaming and sports betting.C

161、ertain state and otherjurisdictions are considering expansion of such forms of gaming.Each of these could divert customers from our casinos and services,and thusmaterially and adversely affect our business.In most markets,we compete directly with other casino facilities operating in the immediate an

162、d 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 negatively impacted.In addition,some of our direct competitors in certain markets

163、 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 Part I,Item 1.“Business Competition.”In a broader sense,our casinos and sports w

164、agering 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.We may face revenue declines if discretionary consumer spending drops,including

165、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 downturns.Decreases in discretionary consumer spending or changesin

166、consumer preferences brought about by factors such as,but not limited to,lackluster recoveries from recessions;increases in interest rates;increases in costs of goods and services due to continued or increased inflationary pressures;pandemics,epidemics,widespread healthemergencies,or outbreaks of in

167、fectious diseases;high unemployment levels;higher income taxes;low levels of consumer confidence;weakness oruncertainty in the housing market;cultural and demographic changes;the impact of high energy,fuel,food and healthcare costs;fears of war oractual conflicts,such as the Russian invasion of Ukra

168、ine,civil unrest,terrorism or violence;and increased stock market volatility may negativelyimpact our revenues and operating cash flow.This could lead to a reduction in discretionary spending by our guests on entertainment and leisureactivities,which could have a material adverse effect on our reven

169、ues,cash flow and results of operations.Furthermore,during periods ofeconomic 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 partie

170、s,through the use of our permitted website“skins,”will be ableto 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 replac

171、e existing partners or vendors on similar terms as ourexisting contractual revenue minimums or operate the skins ourselves.Three of our seven permitted sports“skins”are currently active.Our contracted sports betting parties,through the use of our permittedwebsite“skins,”compete in a rapidly evolving

172、 and highly competitive market.The success of their sports betting operations is dependent on anumber of factors that are beyond their control,and ours,including the ultimate tax rates and license fees charged by jurisdictions across theUnited States;their ability to gain market share in a newly dev

173、eloping market;the timeliness and the technological and popular viability of theirproducts;their ability to compete with new entrants in the market;marketing offerings of their competitors;changes in consumer demographicsand public tastes and preferences;and the availability and popularity of other

174、forms of entertainment.While our current agreements with ourcontracted sports betting parties provide us with contractual minimums for revenue upon their launch of operations,we cannot assure you that anyof our contracted sports parties will be able to compete effectively or that they will have the

175、ability or willingness to sustain sports bettingoperations for an extended period of unprofitability.Should any of our contracted sports betting parties cease operations,as has happened in thepast,whether due to unprofitability or for other reasons,there can be no assurance that we will be able to r

176、eplace them on similar terms as ourexisting agreements or at all,or that we will be able to successfully operate the skins ourselves.Our Mississippi casino hotel and Illinois casino operations currently generate a significant percentage of our revenues and AdjustedEBITDA.Our ability to meet our oper

177、ating and debt service requirements is dependent,in part,upon the continued success of those properties.For the year ended December 31,2024,we generated 37.5%of our revenues and 60.5%of our Adjusted EBITDA from our casino inIllinois.Similarly,we generated 25.1%of our revenues and 25.0%of our Adjuste

178、d EBITDA from our casino resort in Mississippi.Therefore,evenafter Chamonix has fully ramped up its operations,our results will still be dependent on the regional economies and competitive landscapes at ourIllinois and Mississippi properties.Likewise,our ability to meet our operating and debt servic

179、e requirements is dependent,in part,upon thecontinued success of these properties.We derive our revenues and operating income from our properties located in Mississippi,Colorado,Indiana,Nevada and Illinois,andare especially subject to certain risks,including economic and competitive risks,associated

180、 with the conditions in those areas and in the statesfrom which we draw patrons.Because we derive our revenues and operating income from properties concentrated in five states,we are subject to greater risks fromregional conditions than a gaming company with operating properties in a greater number

181、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 itwould for a gaming company with more geographically diverse operating properties.Risks from regional c

182、onditions include the following:regional economic conditions;regional competitive conditions,including legalization or expansion of gaming in Mississippi,Colorado,Indiana,Nevada,Illinois orin neighboring states;allowance of new types of gaming,such as the introduction of online sports wagering or In

183、ternet gaming;reduced land or air travel due to increasing fuel costs or transportation disruptions;and,vulnerability to regional economic downturns in the markets in which we operate.Table of Contents16Some of our operations are located on leased property.If the lessor of the Grand Lodge Casino exe

184、rcises its buyout or earlytermination rights or fails to extend the lease,or if we default on this or certain of our other leases,the applicable lessors could terminate theaffected leases and we could lose possession of the affected casino.We lease certain parcels of land at our Silver Slipper Casin

185、o and Hotel in Mississippi,certain land and buildings at Bronco Billys Hoteland Casino in Colorado(much of which is to be utilized for Chamonix),one of the two hotels at our Rising Star Casino Resort in Indiana,andcertain parcels at American Place in Illinois.We also lease casino space at our Grand

186、Lodge Casino in Nevada.Unless we have a purchase optionunder such leases and exercise such option,we will have no interest in the improvements thereon at the expiration of the leases.We have purchaseoptions on substantially all of our leased property,except for our corporate offices,the Grand Lodge

187、Casino,and certain storage facilities.It iseither currently more advantageous for us to continue to lease rather than exercise such buyout options,or we have certain restrictions which onlyallow us to exercise the purchase option during certain future time periods.Under certain circumstances and at

188、the expirations of the underlyingleases,we might be forced to exercise our buyout options in order to continue to operate those properties.There is no certainty that the funds couldbe raised at that time at a reasonable cost,or at all,to exercise some or all of the buyout options.The operating lease

189、 at the Grand Lodge Casino,which is set to expire on December 31,2034,includes certain lessor buyout rights based upon a multiple of EBITDA that,if exercised,could resultin the lessor purchasing our leasehold interest and the operating assets on terms that may be less than fair market value or finan

190、cially unfavorableto us.The lease at Grand Lodge Casino also permits the lessor to terminate the lease early to renovate the premises.If the lessor were totermination the lease early,our results of operations and financial condition could be materially affected.Since we do not completely control the

191、 land,buildings,hotel and space underlying our leased properties,a lessor could take certainactions to disrupt our rights under the long-term leases,which are beyond our control.If the entity owning any leased land,buildings,hotel orspace were to disrupt our use either permanently or for a significa

192、nt period of time,and we were not in a position to exercise our buyout rights atthat time,then the value of our assets could be impaired and our business and operations could be adversely affected.If we were to default on thelease,then the lessor could terminate the affected lease and we could lose

193、possession of the affected land,buildings,hotel or space and anyimprovements thereon.The loss of a lease could have a significant adverse effect on our business,financial condition and results of operations andwe may then be unable to operate all or portions of the affected facilities,which,in turn,

194、may result in a default under our debt agreements.A prolonged closure of our casinos would negatively impact our ability to service our debt.Our casinos are our primary sources of income and operating cash flows that we rely upon to pay all of our obligations and to remain incompliance with debt cov

195、enants under any indebtedness we may incur and meet our obligations when due.Because we operate in several differentjurisdictions,we are subject to different legal and market conditions in order to remain open.We have no control over and cannot predict thelength of any future operating restrictions

196、or future closures of our casinos and hotels.Any required closures may require us to seek to amend ourdebt agreements,though there is no certainty that we would be successful in such efforts.Additionally,we may be required to seek additionalliquidity through the issuance of new debt or equity,or thr

197、ough the sale of certain assets.Our ability to obtain additional financing would dependin part on factors outside of our control.Adverse weather conditions,road construction,gasoline shortages and other factors affecting our facilities and the areas in which weoperate could make it more difficult fo

198、r 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 operate.Adverseweather conditions or road construction can deter our customers from trav

199、eling to our facilities or make it difficult for them to frequent ourproperties.Moreover,gasoline shortages or fuel price increases could make it more difficult for potential customers to travel to our properties anddeter customers from visiting.Our dockside gaming facility in Indiana is also subjec

200、t to risks,in addition to those associated with land-basedcasinos,which could disrupt our operations.Although our Indiana casino vessel does not leave its moorings in normal operations,there are risksassociated with the mooring of vessels on waterways,including risks of casualty due to river turbule

201、nce,flooding,collisions with other vessels andsevere weather conditions.Our ferry boat that we operate at Rising Star has similar risks as our Indiana casino vessel,as well as additional risksrelated to ferry boat operations.Table of Contents17Our results of operations and financial condition could

202、be materially adversely affected by the occurrence of natural disasters,including as a result of climate change,such as hurricanes,floods,wildfires,pandemics,epidemics,widespread health emergencies,oroutbreaks of infectious diseases such as the coronavirus pandemic,or other catastrophic events,inclu

203、ding war,terrorism and gun violence.Natural disasters and extreme weather conditions,potentially exacerbated by 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 a

204、reas thatmay be subject to extreme weather conditions.Hurricanes are common in the area in which our Mississippi property is located.The severity ofsuch natural disasters is unpredictable.In October 2020,Hurricane Zeta caused the temporary closure of the Silver Slipper and causedapproximately$5 mill

205、ion of damage,most of which was covered by insurance.In 2005,prior to the development of the Silver Slipper,HurricanesKatrina and Rita caused significant damage in the Gulf Coast region.Additionally,our Indiana property is at risk of flooding due to its proximityto the Ohio River.Wildfires are a sig

206、nificant risk in the Colorado and Sierra Nevada regions.Chamonix,Bronco Billys and Grand Lodge can beadversely affected by nearby forest fires and the impacts therefrom,as well as significant snowfall events.Changes in federal,state,and locallegislation and regulation based on concerns about climate

207、 change could result in increased regulatory costs,which may include capitalexpenditures at our existing properties to ensure compliance with any new or updated regulations.This may also adversely affect our operations.There can be no assurance that the potential impacts of climate change and severe

208、 weather will not have a material adverse effect on ourproperties,operations or business.If a pandemic,epidemic or outbreak of an infectious disease occurs in the United States or on a global scale,our business may beadversely affected.As described elsewhere in these Risk Factors,such events may res

209、ult in closures of our properties,a period of businessdisruption,and/or in reduced operations,any of which could materially affect our business,financial condition and results of operations.Catastrophic events,such as terrorist and war activities in the United States and elsewhere,when they occur,ha

210、ve had a negative effect ontravel and leisure expenditures,including lodging,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

211、 future.Therealso can be no assurance that we will be able to obtain or choose 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,te

212、rroristattacks or other catastrophic events,our results of operations and financial condition could be materially adversely affected.Several of our properties,including Silver Slipper,Chamonix,Bronco Billys and Rising Star,are accessed by our customers viaroutes that have few alternatives.The Silver

213、 Slipper is located at the end of a dead-end road,with no other access.Chamonix and Bronco Billys are accessed by mostguests via a mountain pass;if that pass is closed for any reason,the alternative is longer.Rising Stars primary access from Cincinnati is via a roadalongside the Ohio River;if this r

214、oad is closed,for example,by flooding,the alternative routes involve a ferry boat or more winding roads throughthe rolling hills inland from the river.If access to any of these roads is blocked for any significant period,our results of operations and financialcondition could be materially affected.M

215、arine transportation is inherently risky,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 c

216、onditions or natural disasters;mechanical failure or equipment damage;hazardous substance spills;andnavigation and human errors.Table of Contents18The 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,los

217、s of revenues,short-term or long-term interruption of ferry boat service,termination of our regulatory permission to operate,fines,penalties or other restrictions on conducting business,damage to our reputation and customer relationships,and death or injury to personneland passengers.Such occurrence

218、s may also result in a significant increase in our operating costs or liability to third parties.We may incur property and other losses that are not adequately covered by insurance,including adequate levels of WeatherCatastrophe Occurrence/Named Windstorm,Flood and Earthquake insurance coverage for

219、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 costs in any given year or adequate to cover all losses and damage to which our business or our assetsmight

220、 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-insured.Any losses we incur that are not adequately covered by insurance may decreaseour future operating

221、 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,nuclear events,acts of war,declines in visitation and loss of income due tofear of terrorism or other acts

222、 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 be covered at all under our policies.The occurrence ofany of the foregoing could,therefore,expose us to s

223、ubstantial 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 extreme weather,including the Mississippi Gulf Coast.Our cost of insurance has risen significantly in recent ye

224、ars.Wehave attempted to ameliorate such increased costs with reduced coverages and higher deductibles,in part creating additional risks.Some insurancecompanies may significantly limit the amount of coverage they will write in these markets and increase the premiums charged for this coverage.Addition

225、ally,uncertainty can occur as to the viability of certain insurance companies.While we believe that the insurance companies from whichwe have purchased insurance policies will remain solvent,there is no certainty that this will be the case.We depend on our key personnel and our ability to attract an

226、d retain employees.We are highly dependent on the services of our executive management team 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,o

227、ur continued ability to compete effectively against other gaming companies,and our growth 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 increased challeng

228、es in attracting and retaining qualified employees,particularly in light of recent labor shortages.If we fail toretain our current employees,it would be difficult and costly to identify,recruit and train replacements needed to continue to conduct and expandour business.There can be no assurance that

229、 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 state minim

230、um 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 wage laws,o

231、ther 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 facilities a

232、nd 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:continued or increased i

233、nflationary pressures;supply chain issues that are beyond our control;changes in federal,state or local tax or regulations,including gaming regulations,gaming taxes,and tariffs on imported goods,couldimpose additional restrictions or increase our costs;aggressive marketing and promotional campaigns

234、by our competitors for 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

235、replace equipment necessary 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 fo

236、od,beverages,retail items,entertainment,hotel rooms,spa services 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 s

237、tructure;our properties use significant 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

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

239、aud or cheating could involve theuse 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 staff.While we carry insurance for e

240、mployee theft,suchinsurance may not cover all or any of such losses.Failure to discover such acts or schemes in a timely manner could result in losses in our gamingoperations.In addition,negative publicity related to such schemes could have an adverse effect on our reputation,potentially causing a m

241、aterialadverse effect on our business,financial condition,results of operations and cash flows.Win rates for 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 al

242、so affected by otherfactors,including players skill and experience,the mix of games played,the financial resources 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 th

243、ecasino winnings of our gaming customers.Since there is an inherent element of chance in the gaming industry,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,w

244、e may record a loss from our gaming operations,which could have a material adverse effect on our business,financial condition,results of operations and cash flows.Table of Contents20The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us.A major

245、ity of our revenues are attributable to slot machines and related systems operated by us at our gaming facilities.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

246、 were manufactured by only a few companies,and there has been recent consolidation activity within the gamingequipment sector.In recent years,slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games,instead requiring participation lease arrangements.P

247、articipation slot machine leasing arrangements typically require the payment of a fixed dailyrental or a percentage 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 pu

248、rchase new slot machines or enter into participation lease arrangements that aremore expensive than our current 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 an

249、d participation lease costs,it could hurt our profitability.Our business may be adversely affected by legislation 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 casinos in Colora

250、do and Illinois,the gaming areas of our properties are not currently subject to tobacco restrictions.If additionalrestrictions on smoking are enacted in jurisdictions in which we operate,we could experience a decrease in gaming revenue.This is particularlythe case if such restrictions are not applic

251、able to all competitive facilities in that gaming market.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

252、 rights.Our commercial success depends upon our ability 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

253、,trademarks,licenses,confidentiality procedures,and 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 tha

254、t:some or all of our confidentiality and non-disclosure agreements will not be honored;disputes concerning the ownership of intellectual property will arise with our strategic partners,users or others;unauthorized disclosure or use of our intellectual property,including know-how or trade secrets,wil

255、l occur;we will be unable to successfully enforce our 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

256、 be occurring.Inability to protect our intellectual 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

257、others and any suchinfringements,including those that are inadvertent,may have a material adverse effect on our business.The industries in which we compete have many participants that own,or claim to own,intellectual property,including participants thatown intellectual property similar to our own,an

258、d proprietary rights for technologies similar to those 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 ap

259、plications.We cannot determine with certainty whether 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

260、 the intellectual property,or cease certain activities.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 claim

261、s that we may provide to certain partners or suppliers.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 o

262、r suppliers indemnity will cover all damages and losses 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 a

263、nd losses.Some of our competitors have,or are affiliated 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.Regardle

264、ss of whether third-party claims of infringement against us have any merit,these claims could:adversely affect our relationships with our customers;be time-consuming to evaluate and defend;result in costly litigation;result in negative publicity for us;divert our managements attention and resources;

265、cause product and software delivery delays or stoppages;subject us to significant liabilities;require us to enter into costly royalty or licensing agreements;require us to develop possible workaround solutions that may be costly and disruptive to implement;orrequire us to cease certain activities or

266、 to cease providing services in certain markets.In addition to being liable for potentially substantial damages relating to intellectual property following an infringement action against us,we may be prohibited from commercializing certain technologies,or products or services unless we obtain a lice

267、nse from the holder of theapplicable intellectual property 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 finan

268、cial condition couldbe materially adversely affected 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 fac

269、tors influence our reputation and the value of our 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 da

270、mage to our reputation and the value of our brands 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

271、engagement and retention and the willingness of customers 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

272、 one or more construction and development projects,and many factors could prevent us fromcompleting them as planned.We recently completed the phased opening at Chamonix in Cripple Creek,Colorado,adjoining and connected to our existing BroncoBillys casino.We have begun the design work for the constru

273、ction of the permanent American Place facility in Waukegan,Illinois,locatedadjacent to its current temporary facility.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

274、development and expansion projects are exposed to significant risks,including:shortage of materials,including due to supply chain issues that are beyond our control;shortage of skilled labor or work stoppages;unforeseen construction scheduling,engineering,excavation,environmental or geological probl

275、ems;increases in the cost of steel and other raw materials for construction,driven by inflation,U.S.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,hurricane

276、s,weather interference,changes in river levels,floods,fires,earthquakes,the impacts of pandemics,orother casualty losses or delays;unanticipated cost increases or delays in completing the project;delays in obtaining,or inability to obtain or maintain,necessary licenses or permits;lack of sufficient

277、funds,or delays in the availability of,financing;changes to plans or specifications;performance by contractors and subcontractors;disputes with contractors;mechanics liens on real property collateral that may have priority over the liens securing our indebtedness;personal injuries to workers and oth

278、er persons;structural heights and the use of cranes;disruption of our operations caused by diversion of managements attention to new development projects and construction at ourexisting properties;potential remediation of environmental contamination at our proposed construction sites,which may prove

279、 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 licenses ona timely basis;requirements or government-established“goals”concerning union labor or requirin

280、g 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 increases.The occurrence of any of the foregoing could inc

281、rease 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 for those projects to be increased.We generally carry i

282、nsurance to cover certain liabilities related to construction,but not all risksare covered,and it is uncertain whether such insurance will provide sufficient payment in a timely fashion even for those risks that are insured andmaterial to us.Table of Contents23The construction costs for our growth p

283、rojects may exceed budgeted amounts plus contingencies.This may result in insufficient fundsto complete these projects or the need to raise additional capital.Delays in the completion of the plans and specifications for our growth projects,including the permanent American Place facility,coulddelay c

284、ompletion of the projects.In addition,completion of the plans and specifications while construction is in progress could causeinefficiencies,and certain items may need to be modified or replaced after they have been purchased,constructed or installed in order to conformto building code requirements

285、or subsequently-developed plans and specifications.We can give no assurance that changes in the scope of theseprojects will not increase the cost of the projects or extend their completion dates.We establish budgets for the projects based,in part,on ourestimate of the cost of various construction go

286、ods and services for parts of the projects that,in some cases,are not yet fully designed.If the actualcost with respect to these allowance items exceeds the estimated amount,we will be responsible for the payment of those excess amounts out ofthe cash flow from our other operations and from cash bal

287、ances and other financial resources.Our cash flow,cash reserves and other financialresources may not be adequate at any given time to address balancing of the construction budgets if there are increased costs.If our contingency,cash flow from operations and anticipated excess liquidity are insuffici

288、ent to cover any shortfall,we may not have sufficient funds to complete theprojects without seeking additional capital or at all.There is no assurance that any growth projects will not be subject to additional regulatory restrictions,delays,or challenges.We are still developing our plans related to

289、the permanent facility for American Place.Such plans will be subject to regulatory approval.While Illinois regulations allow us to operate the temporary American Place facility until August 2027,the design and construction of thepermanent American Place facility may require several years and may not

290、 be completed within this timeframe.We intend to avoid having anextended period of time between the closing of the temporary and the opening of the permanent American Place facilities,as it could bedetrimental to our business,but there is no certainty that this can be achieved.Completion of the perm

291、anent American Place facility could also bedelayed by weather,labor shortages,supply chain issues or other construction delays.There is no assurance that construction projects such as thepermanent American Place facility will not be subject to additional restrictions,delays,or challenges.There is no

292、 assurance that our growth projects 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 expectations

293、.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 more sensitive

294、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,capitalinvestments,and

295、 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 historic architect

296、ure.The occurrence of any of these issues could adversely affect our prospects,financial condition and results of operations.We face a number of challenges prior to opening new or upgraded facilities.No assurance can be given that,when we endeavor to open new or upgraded facilities,the expected time

297、tables for opening such facilitieswill be met in light of the uncertainties inherent in the development of the regulatory framework,construction,the licensing process,legislativeaction and litigation.Delays in opening new or upgraded facilities could lead to increased costs and delays in receiving a

298、nticipated revenues withrespect to such facilities and could have a material adverse effect on our business,financial condition and results of operations.Table of Contents24We may face disruption and other difficulties in integrating and managing facilities we have recently developed or acquired,or

299、maydevelop or acquire in the future.We may face certain challenges as we integrate the operational and administrative systems of recently developed or acquired facilitiesinto our business.As a result,the realization of anticipated benefits may be delayed or substantially reduced.Events outside of ou

300、r control,including changes in state and federal regulations and laws,as well as economic trends,could also adversely affect our ability to realize theanticipated benefits from the acquisition or development.We expect to continue pursuing expansion opportunities.We regularly evaluate opportunities f

301、or acquisition and development of newproperties.We could face significant challenges in managing and integrating our expanded or combined operations and any other properties wemay develop or acquire,particularly in new competitive markets.The integration of properties we may develop or acquire will

302、require thededication of management resources that may temporarily divert attention from our day-to-day business.The process of integrating properties thatwe may acquire could also interrupt the activities of those businesses,which could have a material adverse effect on our business,financialcondit

303、ion and results of operations.In addition,the development of new properties may involve construction,local opposition,regulatory,legaland competitive risks,as well as the risks attendant to partnership deals on these development opportunities.In projects where we team up with ajoint venture partner,

304、if we cannot reach agreement with such partners,or our relationships otherwise deteriorate,we could face significantincreased costs and delays.Local opposition can delay or increase the anticipated cost of a project.Finally,given the competitive nature of thesetypes of limited license opportunities,

305、litigation is possible.Management of new properties,especially in new geographic areas,may require that we increase our management resources.We cannotassure you that we will be able to manage any new or acquired operations effectively or realize any of the anticipated benefits of our acquisitions.We

306、 also cannot assure you that,if acquisitions are completed,the acquired businesses will generate returns consistent with our expectations.Ourability to achieve our objectives in connection with any acquisition we may consummate may be highly dependent on,among other things,ourability to retain the s

307、enior-level property management teams of such acquisition candidates.If,for any reason,we are unable to retain thesemanagement teams following such acquisitions or if we fail to attract new capable executives,our operations after consummation of suchacquisitions could be materially adversely affecte

308、d.If we make new acquisitions or new investments,we may face additional risks related to ourbusiness,results of operations,financial condition,liquidity,ability to satisfy financial covenants and comply with other restrictive covenantsunder our indenture,and ability to pay or refinance our indebtedn

309、ess.The occurrence of some or all of the above-described events could have a material adverse effect on our business,financial condition andresults of operations.The construction of the permanent American Place facility may inconvenience customers and disrupt business activity at our adjacenttempora

310、ry casino facility.Although we will attempt to minimize operational disruptions,construction of the permanent American Place facility may disruptbusiness at the adjacent temporary casino facility.The temporary American Place facility was designed so that construction of its permanentfacility on adjo

311、ining land should not materially disrupt business activity,but there is no certainty that this will be the case.Disruptions inoperations at our temporary facility could have an adverse effect on our business,financial condition and results of operations.Table of Contents25The permanent American Plac

312、e facility,additional growth projects or potential enhancements at our properties may require us toraise additional capital.We may need to access financial institution sources,capital markets,private sources or otherwise obtain additional funds to fund thepermanent American Place facility.Additional

313、 capital may also be needed to fund other growth projects or potential enhancements we mayundertake at our other properties.We do not know when,or if,financial institution sources,capital markets or private sources will permit us toraise additional funds for such phases and enhancements in a timely

314、manner,on acceptable terms,or at all.Inability to access financial institutionsources,capital markets or private sources,or the availability of capital only on less-than-favorable terms,may cause or force us to delay,reduce,or cancel our growth and enhancement projects.Our ability to obtain addition

315、al funding may also be limited by our financial condition,results of operations or other factors,such as ourcredit rating or outlook at the time of any such financing or offering and the covenants in our existing debt agreements,as well as by generaleconomic conditions and contingencies and uncertai

316、nties that are beyond our control.As we seek additional financing,we will be subject to therisks of rising interest rates and other factors affecting the financial markets.The casino,hotel and resort industry is capital intensive,and we may not be able to finance expansion and renovation projects,wh

317、ichcould put us at a competitive disadvantage.Our properties have an ongoing need for renovations and other capital improvements to remain competitive,including replacement,fromtime to time,of furniture,fixtures and equipment,including slot machines.We may also need to make capital expenditures at o

318、ur casino propertiesto comply with applicable laws and regulations.Renovations and other capital improvements at our properties may require significant capital expenditures.In addition,renovations andcapital improvements sometimes generate little or no cash flow until the projects are completed.We m

319、ay not be able to fund such projects solelyfrom existing resources and cash provided from operating activities.Consequently,we may have to rely upon the availability of debt or equitycapital to fund renovations and capital improvements,and our ability to carry them out could be limited if we cannot

320、obtain satisfactory debt orequity financing,which will depend on,among other things,market conditions.We cannot assure you that we will be able to obtain additionalequity or debt financing,if needed,or that we will be able to obtain such financing on favorable terms.A failure to renovate or properly

321、 maintainour properties may put us at a competitive disadvantage.We may face risks related to our ability to receive regulatory approvals required to complete certain acquisitions,mergers,jointventures,and other developments,as well as other potential delays in completing certain transactions.Our gr

322、owth may be fueled,in part,by the acquisition of existing gaming and development properties.In addition to standard closingconditions,our material transactions,including but not limited to acquisitions,are often conditioned on the receipt of regulatory approvals andother hurdles that create uncertai

323、nty and could increase costs.Such delays could significantly reduce the benefits to us of such transactions andcould have a material adverse effect on our business,financial condition and results of operations.If we fail to obtain necessary government approvals in a timely manner,or at all,it can ad

324、versely impact our various expansion,development,investment and renovation projects.The scope of the approvals required for expansion,development,investment or renovation projects can be extensive and may includeregulatory approvals,state and local land-use permits,and building and zoning permits.Un

325、expected changes or concessions required by local,state or federal regulatory authorities could involve significant additional costs and delay the scheduled openings of the facilities.We may notobtain the necessary permits,licenses,entitlements and approvals within the anticipated time frames,or at

326、all.Table of Contents26Insufficient or lower-than-expected results generated from our new developments and acquired properties may negatively affect ouroperating results and financial condition.We cannot assure you that the revenues generated from our new developments and acquired properties will be

327、 sufficient to pay relatedexpenses if and when these developments are completed;or,even if revenues are sufficient to pay expenses,that the new developments andacquired properties will yield an adequate or expected return,or any return,on our significant investments.As previously discussed,thedevelo

328、pment of new properties may involve construction,regulatory,legal and competitive risks or local opposition,any of which cansignificantly increase the anticipated cost of a project.Our projects,if completed,may not achieve the level of guest acceptance and patronage weanticipate.For this or other re

329、asons,such projects may take significantly longer than we expect to generate returns,if any.If our new developmentsor acquired properties do not achieve the financial results anticipated,it could adversely affect our revenues and results of operations.Moreover,lower-than-expected results from the op

330、ening of a new facility may make it more difficult to raise capital.Risks Related to our IndebtednessOur significant indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.As of December 31,2024,the total principal amount of our indebtedness,excluding

331、 unamortized debt issuance costs,was$450.0 million,consisting entirely of the Notes.Our Credit Facility remains outstanding for$27.0 million as of this report date.The Notes and the Credit Facilityare summarized in Note 7 to the consolidated financial statements set forth in Part II,Item 8.“Financia

332、l Statements and Supplementary Data.”Wealso have a finance lease at our Rising Star Casino Resort with an outstanding balance of$1.7 million.Our debt could,among other things:require us to dedicate a large portion of our cash flow from operations to the servicing and repayment of our debt,thereby re

333、ducingfunds available for working capital,capital expenditures and acquisitions,and other general corporate requirements;limit our ability to obtain additional financing to fund future working capital,capital expenditures and other general corporaterequirements;limit our flexibility in planning for,or reacting to,changes in our business and the industries in which we operate;restrict our ability t