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LEASES | 9 Months Ended
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Sep. 30, 2024
LEASES |
LEASES | 4. 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, as well as operating leases for land, casino and office space, equipment, and buildings. The Company’s remaining material lease terms, including extensions, range from greater than one year to approximately 97 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 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 American Place 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 its temporary facility. 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 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 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, FHR-Colorado LLC, 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 fourth renewal option to extend the lease term through January 2029, 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. The Company’s related ROU asset and liability balances on its balance sheet factor in all renewal terms through January 2035, as the Company is deemed likely to exercise each renewal unless it exercises its purchase buyout right. Grand Lodge Casino Lease through December 2034. The Company’s subsidiary, Gaming Entertainment (Nevada), LLC, has a lease (the “Hyatt Lease”) with Incline Hotel, LLC, the owner of the Hyatt Regency Lake Tahoe Resort (“Hyatt Lake Tahoe”), to operate 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 5). The lessor has an option to purchase the Company’s leasehold interest and related operating assets of the Grand Lodge Casino at any time prior to lease expiration, 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. In July 2024, the lease was further amended to extend the term through December 31, 2034 and, additionally, permits the lessor to terminate the lease early with six months’ notice for a significant renovation of the property, on different terms than above. The current annual rent of $2.00 million will increase nominally in 2025 to $2.01 million, followed by annual increases of 2% for the remainder of the extended term. Except as set forth in the amendment, all other terms of the Hyatt Lease remain in full force and effect. Accordingly, the Company has remeasured this lease’s related ROU asset and liability balances upon the effective date of this amendment. Corporate Office Lease through April 2030. The Company leases 4,479 square feet of office space in Las Vegas, Nevada. In September 2024, the Company entered into an amendment with the landlord to extend the lease through April 30, 2030. The current annual rent of $0.20 million will decline in February 2025 to $0.17 million, increase in February 2026 to $0.23 million, and then increase 3% annually on each anniversary for the remainder of the extended term. The amended lease also includes one renewal at the Company’s option for five years with rent to be determined at the fair market rate. Accordingly, the Company has remeasured this lease’s related ROU asset and liability balances upon the effective date of this amendment. Stockman’s Sale-Leaseback. In connection with the sale of Stockman’s real estate that closed on September 27, 2024, the Company’s subsidiary, Stockman’s Casino, Inc., entered into a short-term lease with Propco for use of its facilities with monthly rent of $50,000. Such leaseback will terminate upon the second closing of the Stockman’s sale, when Opco has obtained the requisite gaming approvals to operate Stockman’s. See Note 3 for details. 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, 2024, such potential purchase price was $1.8 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 | ​ | 2024 |  | 2023 | ​ | 2024 |  | 2023
Operating leases: |  |  |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Fixed/base rent |  | Selling, General and Administrative Expenses | ​ | $ | 2,030 | ​ | $ | 2,008 | ​ | $ | 5,957 | ​ | $ | 5,970
Short-term payments | ​ | Selling, General and Administrative Expenses | ​ | ​ | 31 | ​ | ​ | — | ​ | ​ | 31 | ​ | ​ | 22
Variable payments |  | Selling, General and Administrative Expenses | ​ |  | 340 | ​ |  | 281 | ​ |  | 919 | ​ |  | 935
Finance leases: |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of leased assets |  | Depreciation and Amortization | ​ |  | 382 | ​ |  | 412 | ​ |  | 1,131 | ​ |  | 1,113
Interest on lease liabilities |  | Interest Expense, Net | ​ |  | 61 | ​ |  | 89 | ​ |  | 210 | ​ |  | 309
Total lease costs | ​ | ​ | ​ | $ | 2,844 | ​ | $ | 2,790 | ​ | $ | 8,248 | ​ | $ | 8,349
​ ​ Leases recorded on the balance sheet consist of the following: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | September 30, | ​ | December 31,
Leases |  | Balance Sheet Classification |  | 2024 | ​ | 2023
Assets |  |  |  | ​ | ​ | ​ | ​ |
Operating lease assets |  | Operating Lease Right-of-Use Assets, Net |  | $ | 56,528 | ​ | $ | 44,704
Finance lease assets |  | Property and Equipment, Net(1) | ​ |  | 4,284 | ​ |  | 4,409
Finance lease assets | ​ | Finance Lease Right-of-Use Assets, Net(2) | ​ | ​ | 1,312 | ​ | ​ | 2,318
Total lease assets |  |  | ​ | $ | 62,124 | ​ | $ | 51,431
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities |  |  | ​ | ​ | ​ | ​ | ​ | ​
Current |  |  | ​ | ​ | ​ | ​ | ​ | ​
Operating |  | Current Portion of Operating Lease Obligations | ​ | $ | 3,964 | ​ | $ | 4,784
Finance |  | Current Portion of Finance Lease Obligations | ​ |  | 1,897 | ​ |  | 1,694
Noncurrent |  |  | ​ | ​ | ​ | ​ | ​ | ​
Operating |  | Operating Lease Obligations, Net of Current Portion | ​ |  | 53,122 | ​ |  | 40,248
Finance |  | Finance Lease Obligations, Net of Current Portion | ​ |  | 1,245 | ​ |  | 2,705
Total lease liabilities |  |  | ​ | $ | 60,228 | ​ | $ | 49,431
__________
(1) | Finance lease assets are recorded net of accumulated amortization of $2.9 million at September 30, 2024 and $2.7 million at December 31, 2023.
(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 at September 30, 2024 are summarized as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Operating | ​ | Finance
Years Ending December 31, | ​ | Leases | ​ | Leases
2024 (excluding the nine months ended September 30, 2024) | ​ | $ | 2,007 | ​ | $ | 489
2025 | ​ | ​ | 7,883 | ​ | ​ | 1,721
2026 | ​ | ​ | 7,147 | ​ | ​ | 652
2027 | ​ | ​ | 6,847 | ​ | ​ | 489
2028 | ​ | ​ | 6,895 | ​ | ​ | —
Thereafter | ​ | ​ | 326,137 | ​ | ​ | —
Total future minimum lease payments | ​ | ​ | 356,916 | ​ | ​ | 3,351
Less: Amount representing interest | ​ | ​ | (299,830) | ​ | ​ | (209)
Present value of lease liabilities | ​ | ​ | 57,086 | ​ | ​ | 3,142
Less: Current lease obligations | ​ | ​ | (3,964) | ​ | ​ | (1,897)
Long-term lease obligations | ​ | $ | 53,122 | ​ | $ | 1,245
​ Other information related to lease term and discount rate is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
Lease Term and Discount Rate | ​ | 2024 | ​ | 2023
Weighted-average remaining lease term |  |  | ​ | ​ |  | ​
Operating leases |  | 55.6 | years | ​ | 67.9 | years
Finance leases |  | 2.2 | years | ​ | 2.8 | years
Weighted-average discount rate |  | ​ | ​ | ​ | ​ | ​
Operating leases |  | 10.85 | % | ​ | 10.91 | %
Finance leases |  | 7.00 | % | ​ | 7.46 | %
​ 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: | ​ | 2024 | ​ | 2023
Operating cash flows for operating leases | ​ | $ | 5,727 | ​ | $ | 5,813
Operating cash flows for finance leases | ​ | $ | 210 | ​ | $ | 309
Financing cash flows for finance leases | ​ | $ | 1,257 | ​ | $ | 1,159
​

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