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LEASES | 9 Months Ended
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Sep. 30, 2023
LEASES |
LEASES | 3. LEASES The Company has no material leases in which it is the lessor. As lessee, the Company has finance leases for a hotel and certain equipment and operating leases for land, casino and office space, equipment, and buildings. The Company’s remaining lease terms, including extensions, range from one month to approximately 99 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants, but the land leases at Silver Slipper and The Temporary/American Place do include contingent rent, as further discussed below. Operating Leases Waukegan Ground Lease through February 2122 and Option to Purchase. In January 2023, the Company’s subsidiary, FHR-Illinois, LLC, entered into a 99-year ground lease (the “Ground Lease”) for approximately 32 acres of land (the “City-Owned Parcel”) with the City of Waukegan in Illinois (the “City”). The ground lease commenced concurrently with the opening of The Temporary on February 17, 2023. The City-Owned Parcel and an adjacent 10-acre parcel owned by the Company comprise the location of American Place, including The Temporary. Annual rent under the Ground Lease is the greater of (i) $3.0 million (the “Annual Guaranteed Minimum Rent”), or (ii) 2.5% of gross gaming revenue (as defined in the lease) generated by either the Temporary or American Place. The Company has the right to purchase the City-Owned Parcel at any time during the term of the Ground Lease for $30 million. If it does so prior to the opening of the permanent American Place facility, then it must continue to pay rent due to the City under the Ground Lease until the permanent casino is open. Silver Slipper Casino Land Lease through April 2058 and Option to Purchase. In 2004, the Company’s subsidiary, Silver Slipper Casino Venture, LLC, entered into a land lease with Cure Land Company, LLC for approximately 31 acres of marshlands and a seven-acre parcel on which the Silver Slipper Casino and Hotel is situated. Annual minimum rent is $0.9 million throughout the lease term until 2058, plus contingent rents of 3% of gross gaming revenue (as defined in the lease) in excess of $3.65 million per month. Through October 1, 2027, the Company may buy out the lease for $15.5 million, plus a seller-retained interest in Silver Slipper Casino and Hotel’s operations of 3% of net income (as defined) for 10 years following the purchase date. Bronco Billy’s / Chamonix Lease through January 2035 and Option to Purchase. The Company’s subsidiary leases certain parcels, including a portion of the hotel and casino, under a long-term lease. The lease term includes six renewal options in three-year increments to 2035. The Company exercised its third renewal option to extend the lease term through January 2026, with current annual lease payments of $0.4 million. Annual minimum rent will increase to $0.5 million starting in February 2026 with adjustments on each anniversary thereafter, based on the consumer price index. The lease contains a $7.6 million purchase option exercisable at any time during the lease term, or as extended, and a right of first refusal on any sale of the property. Grand Lodge Casino Lease through December 2024. The Company’s subsidiary, Gaming Entertainment (Nevada), LLC, has a lease with Incline Hotel, LLC, the owner of the Hyatt Regency Lake Tahoe Resort (“Hyatt Lake Tahoe”), to operate the Grand Lodge Casino. It is collateralized by the Company’s interests under the lease and property (as defined in the lease) and is subordinate to the liens of the Notes (see Note 4). The lessor has an option to purchase the Company’s leasehold interest and related operating assets of the Grand Lodge Casino, subject to assumption of applicable liabilities. The option price is an amount equal to the Grand Lodge Casino’s positive working capital, plus Grand Lodge Casino’s earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the 12-month period preceding the acquisition (or pro-rated if less than 12 months remain on the lease), plus the fair market value of the Grand Lodge Casino’s personal property. The current annual rent of $2.0 million is applicable through the remaining lease term. In February 2023, the lease was amended to extend the current term through December 31, 2024 (with no changes to rent). Accordingly, the Company remeasured this lease’s related ROU asset and liability balances on its balance sheet upon the effective date of the amendment. Corporate Office Lease through January 2025. The Company leases 4,479 square feet of office space in Las Vegas, Nevada. Annual rent is approximately $0.2 million and the term of the office lease expires in January 2025. Finance Lease Rising Star Casino Hotel Lease through October 2027 and Option to Purchase. The Company’s Indiana subsidiary, Gaming Entertainment (Indiana) LLC, leases a 104-guestroom hotel at Rising Star Casino Resort. At any time during the lease term, the Company has the option to purchase the hotel, and approximately 3.01 acres of land on which it resides, at a price based upon the hotel’s original cost of $7.7 million, reduced by the cumulative principal payments made by the Company during the lease term. At September 30, 2023, such potential purchase price was $2.4 million. Upon expiration of the lease term in October 2027, (i) the landlord has the right to sell the hotel to the Company, and (ii) the Company has the option to purchase the hotel. In either case, the purchase price is $1 plus closing costs. ​ The components of lease expenses are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) |  | ​ |  | Three Months Ended |  | Nine Months Ended
​ | ​ | Classification within | ​ | September 30, | ​ | September 30,
Lease Costs | ​ | Statement of Operations | ​ | 2023 |  | 2022 | ​ | 2023 |  | 2022
Operating leases: |  |  |  | ​ |  | ​ | ​ |  |  | ​ |  | ​ | ​ |
Fixed/base rent |  | Selling, General and Administrative Expenses | ​ | $ | 2,008 | ​ | $ | 1,206 | ​ | $ | 5,970 | ​ | $ | 3,549
Short-term payments | ​ | Selling, General and Administrative Expenses | ​ | ​ | — | ​ | ​ | 33 | ​ | ​ | 22 | ​ | ​ | 103
Variable payments |  | Selling, General and Administrative Expenses | ​ |  | 281 | ​ |  | 314 | ​ |  | 935 | ​ |  | 1,069
Finance leases: |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
Amortization of leased assets |  | Depreciation and Amortization | ​ |  | 412 | ​ |  | 39 | ​ |  | 1,113 | ​ |  | 118
Interest on lease liabilities |  | Interest Expense, Net | ​ |  | 89 | ​ |  | 34 | ​ |  | 309 | ​ |  | 106
Total lease costs | ​ | ​ | ​ | $ | 2,790 | ​ | $ | 1,626 | ​ | $ | 8,349 | ​ | $ | 4,945
​ ​ Leases recorded on the balance sheet consist of the following: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | September 30, | ​ | December 31,
Leases |  | Balance Sheet Classification |  | 2023 | ​ | 2022
Assets |  |  |  | ​ | ​ | ​ | ​ |
Operating lease assets |  | Operating Lease Right-of-Use Assets, Net |  | $ | 45,480 | ​ | $ | 15,771
Finance lease assets |  | Property and Equipment, Net(1) | ​ |  | 4,448 | ​ |  | 4,566
Finance lease assets | ​ | Finance Lease Right-of-Use Assets, Net(2) | ​ | ​ | 2,661 | ​ | ​ | 3,808
Total lease assets |  |  | ​ | $ | 52,589 | ​ | $ | 24,145
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities |  |  | ​ | ​ | ​ | ​ | ​ | ​
Current |  |  | ​ | ​ | ​ | ​ | ​ | ​
Operating |  | Current Portion of Operating Lease Obligations | ​ | $ | 4,141 | ​ | $ | 2,485
Finance |  | Current Portion of Finance Lease Obligations | ​ |  | 1,659 | ​ |  | 1,581
Noncurrent |  |  | ​ | ​ | ​ | ​ | ​ | ​
Operating |  | Operating Lease Obligations, Net of Current Portion | ​ |  | 41,627 | ​ |  | 13,418
Finance |  | Finance Lease Obligations, Net of Current Portion | ​ |  | 3,141 | ​ |  | 4,727
Total lease liabilities |  |  | ​ | $ | 50,568 | ​ | $ | 22,211
__________
(1) | Finance lease assets are recorded net of accumulated amortization of $2.7 million (after the effects of $0.6 million in disposals) for September 30, 2023 and $3.2 million for December 31, 2022.
(2) | These finance lease assets are recorded separately from Property and Equipment due to meeting qualifying classification criteria under ASC 842, but ownership of such assets is not expected to transfer to the Company upon term expiration. Additionally, amortization of these assets are expensed over the duration of the lease term or the assets’ estimated useful lives, whichever is earlier.
​ Maturities of lease liabilities as of September 30, 2023 are summarized as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Operating |  | Finance
Years Ending December 31, | ​ | Leases | ​ | Leases
2023 (excluding the nine months ended September 30, 2023) | ​ | $ | 1,923 | ​ | $ | 489
2024 | ​ |  | 7,735 | ​ |  | 1,957
2025 | ​ |  | 5,722 | ​ |  | 1,721
2026 | ​ |  | 4,864 | ​ |  | 652
2027 | ​ |  | 4,515 | ​ |  | 489
Thereafter | ​ |  | 316,582 | ​ |  | —
Total future minimum lease payments | ​ |  | 341,341 | ​ |  | 5,308
Less: Amount representing interest | ​ |  | (295,573) | ​ |  | (508)
Present value of lease liabilities | ​ |  | 45,768 | ​ |  | 4,800
Less: Current lease obligations | ​ |  | (4,141) | ​ |  | (1,659)
Long-term lease obligations | ​ | $ | 41,627 | ​ | $ | 3,141
​ Other information related to lease term and discount rate is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
Lease Term and Discount Rate | ​ | 2023 | ​ | 2022
Weighted-average remaining lease term |  |  | ​ | ​ |  | ​
Operating leases |  | 67.1 | years | ​ | 23.2 | years
Finance leases |  | 3.0 | years | ​ | 3.7 | years
Weighted-average discount rate |  | ​ | ​ | ​ | ​ | ​
Operating leases |  | 10.90 | % | ​ | 9.73 | %
Finance leases |  | 7.56 | % | ​ | 7.08 | %
​ Supplemental cash flow information related to leases is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) |  | Nine Months Ended
​ | ​ | September 30,
Cash paid for amounts included in the measurement of lease liabilities: | ​ | 2023 | ​ | 2022
Operating cash flows for operating leases | ​ | $ | 5,813 | ​ | $ | 3,670
Operating cash flows for finance leases | ​ | $ | 309 | ​ | $ | 106
Financing cash flows for finance leases | ​ | $ | 1,159 | ​ | $ | 383
​

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