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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

​ | ​
(Mark One)
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​ | For the quarterly period ended September 30, 2025
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​ | For the transition period from to

​

Commission File No. 1-32583

FULL HOUSE RESORTS, INC.

(Exact name of registrant as specified in its charter)

​

​ ​ ​ | ​ | ​ ​ ​
Delaware (State or other jurisdiction of incorporation or organization) |  | 13-3391527 (I.R.S. Employer Identification No.)
​ | ​ | ​
One Summerlin, 1980 Festival Plaza Drive, Suite 680 Las Vegas, Nevada (Address of principal executive offices) | ​ | 89135 (Zip Code)

​

(702) 221-7800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

​

​ | ​ | ​ | ​ | ​
Title of each Class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $0.0001 par value per share | ​ | FLL | ​ | The Nasdaq Stock Market LLC

​

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

​

Large accelerated filer ☐ | Accelerated filer ☑ | Emerging growth company ☐
Non-accelerated filer ☐ | Smaller reporting company ☑ | ​

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

At November 3, 2025, there were 36,121,498 shares of Common Stock, $0.0001 par value per share, outstanding.

​

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Table of Contents

FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

​

​ ​ ​ ​ ​ | ​ | ​
​ | ​ | Page
PART I FINANCIAL INFORMATION
​
Item 1. | Financial Statements (Unaudited) | 3
​ | Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 | 3
​ | Condensed Consolidated Balance Sheets at September 30, 2025 and December 31, 2024 | 4
​ | Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 | 5
​ | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 | 6
​ | Notes to Condensed Consolidated Financial Statements | 8
​ | Note 1 ⸺ Organization | 8
​ | Note 2 ⸺ Basis of Presentation and Significant Accounting Policies | 9
​ | Note 3 ⸺ Receivables, net | 10
​ | Note 4 ⸺ Disposition | 11
​ | Note 5 ⸺ Leases | 11
​ | Note 6 ⸺ Long-Term Debt | 14
​ | Note 7 ⸺ Customer Contract Liabilities | 16
​ | Note 8 ⸺ Income Taxes | 17
​ | Note 9 ⸺ Commitments and Contingencies | 17
​ | Note 10 ⸺ Earnings (Loss) Per Share | 18
​ | Note 11 ⸺ Segment Information | 18
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 37
Item 4. | Controls and Procedures | 37
Item 5. | Other Information | 37
​ | ​ | ​
PART II OTHER INFORMATION
​
Item 1. | Legal Proceedings | 37
Item 1A. | Risk Factors | 37
Item 6. | Exhibits | 38
​ | ​ | ​
Signatures | 39

​

​

​

2

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | September 30, | ​ | September 30,
​ |  | 2025 |  | 2024 | ​ | 2025 |  | 2024
Revenues |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Casino | ​ | $ | 59,823 | ​ | $ | 56,116 | ​ | $ | 172,106 | ​ | $ | 162,474
Food and beverage | ​ | ​ | 9,950 | ​ |  | 11,100 | ​ |  | 29,591 | ​ |  | 31,272
Hotel | ​ | ​ | 4,465 | ​ |  | 4,693 | ​ |  | 12,027 | ​ |  | 11,287
Other operations, including contracted sports wagering | ​ | ​ | 3,712 | ​ |  | 3,778 | ​ |  | 13,230 | ​ |  | 14,070
​ | ​ | ​ | 77,950 | ​ |  | 75,687 | ​ |  | 226,954 | ​ |  | 219,103
Operating costs and expenses | ​ | ​ | ​ | ​ |  |  | ​ |  | ​ | ​ |  | ​
Casino | ​ | ​ | 22,661 | ​ |  | 22,582 | ​ |  | 68,423 | ​ |  | 63,876
Food and beverage | ​ | ​ | 9,950 | ​ |  | 11,561 | ​ |  | 29,777 | ​ |  | 32,035
Hotel | ​ | ​ | 2,203 | ​ |  | 3,160 | ​ |  | 6,749 | ​ |  | 7,706
Other operations | ​ | ​ | 1,155 | ​ |  | 610 | ​ |  | 3,123 | ​ |  | 2,391
Selling, general and administrative | ​ | ​ | 27,843 | ​ |  | 26,738 | ​ |  | 82,500 | ​ |  | 76,958
Project development costs | ​ | ​ | 57 | ​ | ​ | 52 | ​ | ​ | 231 | ​ | ​ | 55
Preopening costs | ​ | ​ | — | ​ | ​ | 42 | ​ | ​ | — | ​ | ​ | 2,462
Depreciation and amortization | ​ | ​ | 10,641 | ​ | ​ | 10,493 | ​ | ​ | 31,836 | ​ | ​ | 31,444
Loss on disposal of assets | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6 | ​ | ​ | 18
Loss (gain) on sale of Stockman’s, net of impairment | ​ | ​ | 4 | ​ | ​ | (2,000) | ​ | ​ | 209 | ​ | ​ | (2,000)
​ | ​ | ​ | 74,514 | ​ | ​ | 73,238 | ​ | ​ | 222,854 | ​ | ​ | 214,945
Operating income | ​ | ​ | 3,436 | ​ | ​ | 2,449 | ​ | ​ | 4,100 | ​ | ​ | 4,158
Other expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest expense, net | ​ | ​ | (11,128) | ​ | ​ | (11,047) | ​ | ​ | (31,779) | ​ | ​ | (32,320)
Other | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (50) | ​ | ​ | —
​ | ​ | ​ | (11,128) | ​ | ​ | (11,047) | ​ | ​ | (31,829) | ​ | ​ | (32,320)
Loss before income taxes | ​ | ​ | (7,692) | ​ | ​ | (8,598) | ​ | ​ | (27,729) | ​ | ​ | (28,162)
Income tax (benefit) provision | ​ | ​ | (14) | ​ | ​ | (126) | ​ | ​ | 97 | ​ | ​ | 211
Net loss | ​ | $ | (7,678) | ​ | $ | (8,472) | ​ | $ | (27,826) | ​ | $ | (28,373)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic loss per share | ​ | $ | (0.21) | ​ | $ | (0.24) | ​ | $ | (0.77) | ​ | $ | (0.82)
Diluted loss per share | ​ | $ | (0.21) | ​ | $ | (0.24) | ​ | $ | (0.77) | ​ | $ | (0.82)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

See notes to condensed consolidated financial statements.

​

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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share data)

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
​ |  | 2025 |  | 2024
ASSETS | ​ | ​ | ​ | ​ | ​ | ​
Current assets | ​ | ​ | ​ | ​ | ​ | ​
Cash and equivalents | ​ | $ | 30,929 | ​ | $ | 40,221
Accounts receivable, net | ​ |  | 3,015 | ​ | ​ | 5,101
Inventories | ​ |  | 1,710 | ​ | ​ | 2,088
Prepaid expenses and other | ​ |  | 4,293 | ​ | ​ | 3,516
Assets held for sale | ​ | ​ | — | ​ | ​ | 2,486
​ | ​ |  | 39,947 | ​ | ​ | 53,412
​ | ​ | ​ | ​ | ​ | ​ | ​
Property and equipment, net | ​ |  | 421,964 | ​ | ​ | 446,674
Operating lease right-of-use assets, net | ​ | ​ | 54,254 | ​ | ​ | 55,957
Finance lease right-of-use assets, net | ​ | ​ | 2,401 | ​ | ​ | 976
Goodwill | ​ |  | 19,477 | ​ | ​ | 19,477
Other intangible assets, net of accumulated amortization of $548 and $445 | ​ |  | 105,716 | ​ | ​ | 96,133
Deposits and other | ​ |  | 641 | ​ | ​ | 705
​ | ​ | $ | 644,400 | ​ | $ | 673,334
LIABILITIES AND STOCKHOLDERS’ EQUITY | ​ | ​ | ​ | ​ | ​ | ​
Current liabilities | ​ | ​ | ​ | ​ | ​ | ​
Accounts payable | ​ | $ | 5,698 | ​ | $ | 8,357
Capital expenditures payable | ​ | ​ | 2,976 | ​ | ​ | 8,211
Accrued payroll and related | ​ |  | 10,054 | ​ | ​ | 6,435
Accrued interest | ​ | ​ | 4,795 | ​ | ​ | 14,270
Other accrued liabilities | ​ |  | 29,546 | ​ | ​ | 24,260
Current portion of operating lease obligations | ​ | ​ | 3,770 | ​ | ​ | 4,226
Current portion of finance lease obligations | ​ | ​ | 1,771 | ​ | ​ | 1,610
Liabilities related to assets held for sale | ​ | ​ | — | ​ | ​ | 86
​ | ​ |  | 58,610 | ​ | ​ | 67,455
​ | ​ | ​ | ​ | ​ | ​ | ​
Operating lease obligations, net of current portion | ​ |  | 51,589 | ​ | ​ | 52,324
Finance lease obligations, net of current portion | ​ | ​ | 2,000 | ​ | ​ | 1,095
Other long-term liabilities, net of current portion | ​ | ​ | 38,494 | ​ | ​ | 37,328
Long-term debt, net | ​ |  | 473,077 | ​ | ​ | 468,139
Deferred income taxes, net | ​ |  | 2,043 | ​ | ​ | 1,946
Contract liabilities, net of current portion | ​ | ​ | 4,380 | ​ | ​ | 4,550
​ | ​ |  | 630,193 | ​ | ​ | 632,837
Commitments and contingencies (Note 9) | ​ |  | ​ | ​ | ​ |
Stockholders’ equity | ​ |  | ​ | ​ | ​ |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 36,111,498 and 35,648,668 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | ​ |  | 4 | ​ | ​ | 4
Additional paid-in capital | ​ |  | 117,317 | ​ | ​ | 115,781
Accumulated deficit | ​ |  | (103,114) | ​ | ​ | (75,288)
​ | ​ |  | 14,207 | ​ | ​ | 40,497
​ | ​ | $ | 644,400 | ​ | $ | 673,334

​

See notes to condensed consolidated financial statements.

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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

(In thousands)

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Additional | ​ | ​ | ​ | ​ | Total
​ | ​ | Common Stock | ​ | Paid-in | ​ | Accumulated | ​ | Stockholders’
​ | ​ | Shares | ​ | Dollars | ​ | Capital | ​ | Deficit | ​ | Equity
Balance, January 1, 2025 | ​ | 35,649 | ​ | $ | 4 | ​ | $ | 115,781 | ​ | $ | (75,288) | ​ | $ | 40,497
Options exercised | ​ | 327 | ​ | ​ | — | ​ | ​ | 485 | ​ | ​ | — | ​ | ​ | 485
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 575 | ​ | ​ | — | ​ |  | 575
Cancellation of performance-based shares | ​ | — | ​ | ​ | — | ​ | ​ | (792) | ​ | ​ | — | ​ | ​ | (792)
Net loss | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (9,765) | ​ |  | (9,765)
Balance, March 31, 2025 | ​ | 35,976 | ​ | ​ | 4 | ​ | ​ | 116,049 | ​ | ​ | (85,053) | ​ | ​ | 31,000
Restricted stocks vested | ​ | 135 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 594 | ​ | ​ | — | ​ | ​ | 594
Net loss | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (10,383) | ​ | ​ | (10,383)
Balance, June 30, 2025 | ​ | 36,111 | ​ | ​ | 4 | ​ | ​ | 116,643 | ​ | ​ | (95,436) | ​ | ​ | 21,211
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 674 | ​ | ​ | — | ​ | ​ | 674
Net loss | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (7,678) | ​ | ​ | (7,678)
Balance, September 30, 2025 | ​ | 36,111 | ​ | $ | 4 | ​ | $ | 117,317 | ​ | $ | (103,114) | ​ | $ | 14,207

​

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Additional | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total
​ | ​ | Common Stock | ​ | Paid-in | ​ | Treasury Stock | ​ | Accumulated | ​ | Stockholders’
​ | ​ | Shares | ​ | Dollars | ​ | Capital | ​ | Shares | ​ | Dollars | ​ | Deficit | ​ | Equity
Balance, January 1, 2024 | ​ | 35,302 | ​ | $ | 4 | ​ | $ | 113,329 | ​ | 712 | ​ | $ | (869) | ​ | $ | (34,616) | ​ | $ | 77,848
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 709 | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 709
Net loss | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | (11,272) | ​ | ​ | (11,272)
Balance, March 31, 2024 | ​ | 35,302 | ​ | ​ | 4 | ​ | ​ | 114,038 | ​ | 712 | ​ | ​ | (869) | ​ | ​ | (45,888) | ​ | ​ | 67,285
Options exercised and restricted stocks vested | ​ | — | ​ | ​ | — | ​ | ​ | (198) | ​ | (209) | ​ | ​ | 256 | ​ | ​ | — | ​ | ​ | 58
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 740 | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 740
Net loss | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | (8,629) | ​ | ​ | (8,629)
Balance, June 30, 2024 | ​ | 35,302 | ​ | ​ | 4 | ​ | ​ | 114,580 | ​ | 503 | ​ | ​ | (613) | ​ | ​ | (54,517) | ​ | ​ | 59,454
Options exercised and restricted stocks vested, net | ​ | 145 | ​ | ​ | — | ​ | ​ | (482) | ​ | (503) | ​ | ​ | 613 | ​ | ​ | — | ​ | ​ | 131
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 706 | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 706
Net loss | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | (8,472) | ​ | ​ | (8,472)
Balance, September 30, 2024 | ​ | 35,447 | ​ | $ | 4 | ​ | $ | 114,804 | ​ | — | ​ | $ | — | ​ | $ | (62,989) | ​ | $ | 51,819

​

See notes to condensed consolidated financial statements.

​

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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended
​ | ​ | September 30,
​ |  | 2025 |  | 2024
Cash flows from operating activities: |  | ​ |  |  | ​ |
Net loss | ​ | $ | (27,826) | ​ | $ | (28,373)
Adjustments to reconcile net loss to net cash used in operating activities: | ​ |  | ​ | ​ | ​ | ​
Depreciation and amortization | ​ |  | 31,836 | ​ |  | 31,444
Amortization of debt issuance costs, discounts and premiums | ​ |  | 2,219 | ​ |  | 2,236
Non-cash change in right-of-use (“ROU”) operating lease assets | ​ | ​ | 1,868 | ​ | ​ | 2,199
Stock-based compensation, net | ​ |  | 1,051 | ​ |  | 2,155
Loss on disposal of assets | ​ |  | 6 | ​ |  | 18
Loss (gain) on sale of Stockman’s, net | ​ | ​ | 209 | ​ | ​ | (2,000)
Provision for credit losses | ​ | ​ | 27 | ​ | ​ | 215
Deferred income taxes | ​ |  | 97 | ​ |  | 211
Other | ​ | ​ | 50 | ​ | ​ | —
Increases and decreases in operating assets and liabilities: | ​ |  | ​ | ​ | ​ | ​
Accounts receivable | ​ |  | 2,059 | ​ |  | (730)
Prepaid expenses, inventories and other | ​ |  | (381) | ​ |  | (752)
Income taxes payable | ​ | ​ | — | ​ | ​ | (489)
Operating lease liabilities | ​ | ​ | (1,356) | ​ | ​ | (1,969)
Contract liabilities | ​ | ​ | (3,883) | ​ | ​ | (5,361)
Accounts payable and other liabilities | ​ |  | (8,043) | ​ |  | 203
Net cash used in operating activities | ​ |  | (2,067) | ​ |  | (993)
Cash flows from investing activities: | ​ |  | ​ | ​ | ​ | ​
Capital expenditures, net of changes in payables | ​ |  | (11,281) | ​ |  | (44,626)
Proceeds from sale of Stockman’s | ​ | ​ | 2,412 | ​ | ​ | 7,000
Acquisition of intangible assets | ​ | ​ | — | ​ | ​ | (1)
Other | ​ |  | — | ​ |  | (70)
Net cash used in investing activities | ​ |  | (8,869) | ​ |  | (37,697)
Cash flows from financing activities: | ​ |  | ​ | ​ | ​ | ​
Payment of debt issuance costs and extension fees | ​ |  | (281) | ​ |  | —
Borrowings under revolving credit facility | ​ | ​ | 16,500 | ​ | ​ | 13,000
Repayment of revolving credit facility borrowings | ​ | ​ | (13,500) | ​ | ​ | (13,000)
Repayment of finance lease obligations | ​ | ​ | (1,354) | ​ | ​ | (1,257)
Proceeds from exercise of stock options | ​ |  | 485 | ​ |  | 189
Repayment of seller-backed mortgage for asset acquisition | ​ | ​ | (206) | ​ | ​ | (186)
Net cash provided by (used in) financing activities | ​ |  | 1,644 | ​ |  | (1,254)
​ | ​ | ​ | ​ | ​ | ​ | ​
Net decrease in cash, cash equivalents and restricted cash, including cash classified within current assets held for sale | ​ | ​ | (9,292) | ​ |  | (39,944)
Less: net change in cash classified within current assets held for sale | ​ | ​ | — | ​ | ​ | (250)
Net decrease in cash, cash equivalents and restricted cash | ​ | ​ | (9,292) | ​ | ​ | (40,194)
Cash, cash equivalents and restricted cash, beginning of period | ​ |  | 40,221 | ​ |  | 73,794
Cash, cash equivalents and restricted cash, end of period | ​ | $ | 30,929 | ​ | $ | 33,600

​

See notes to condensed consolidated financial statements.

​

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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) – (Continued)

(In thousands)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended
​ | ​ | September 30,
​ | ​ | 2025 |  | 2024
Supplemental disclosure of cash flow information: | ​ | ​ | ​ | ​ | ​ | ​
Cash paid for interest, net of amounts capitalized | ​ | $ | 38,485 | ​ | $ | 38,885
Cash paid for income taxes | ​ | ​ | — | ​ | ​ | 489
Payables and accruals incurred for capital expenditures | ​ | ​ | 422 | ​ | ​ | 4,678
Accrued liability related to asset acquisition | ​ | ​ | 9,685 | ​ | ​ | 15,994
Right-of-use asset and liability remeasurements: | ​ | ​ | ​ | ​ | ​ | ​
Operating leases | ​ | ​ | 165 | ​ | ​ | 14,023
Financing leases | ​ | ​ | 2,420 | ​ | ​ | —

​

See notes to condensed consolidated financial statements.

​

​

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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. ORGANIZATION

Organization. Formed as a Delaware corporation in 1987, Full House Resorts, Inc. owns, leases, operates, develops, manages, and/or invests in casinos and related hospitality and entertainment facilities. References in this document to “Full House,” the “Company,” “we,” “our,” or “us” refer to Full House Resorts, Inc. and its subsidiaries, except where stated or the context otherwise indicates.

​

The following table presents selected information concerning our segments, along with properties and their locations:

​

​ | ​ | ​
Segments and Properties* | ​ | Locations
Midwest & South | ​ | ​
American Place Casino (“American Place”) | ​ | Waukegan, IL (northern suburb of Chicago)
Silver Slipper Casino and Hotel (“Silver Slipper”) |  | Hancock County, MS (near New Orleans)
Rising Star Casino Resort (“Rising Star”) |  | Rising Sun, IN (near Cincinnati)
West* | ​ | ​
Bronco Billy’s Casino (“Bronco Billy’s”) and Chamonix Casino Hotel (“Chamonix”) |  | Cripple Creek, CO (near 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)
Contracted Sports Wagering | ​ | ​
Three idle sports wagering websites (“skins”) | ​ | Colorado
One active sports wagering website (“skin”), plus two others that are currently idle | ​ | Indiana
One active sports wagering website (“skin”) | ​ | Illinois

__________

* | On April 1, 2025, the Company completed its sale of Stockman’s Casino. See Note 4 for details.

​

The Company currently operates six casinos: five on real estate that we own or lease, and one located within a hotel owned by a third party. Additionally, we currently benefit from two active sports wagering websites (referred to as skins), one in Indiana and one in Illinois.

​

In February 2023, we opened our temporary American Place facility. We have begun the design work for the permanent gaming facility that we plan to build on adjoining land.

​

In October 2024, we completed the phased opening of Chamonix, our newest property, located adjacent to our existing Bronco Billy’s Casino.

​

In April 2025, we completed the sale of Stockman’s Casino (“Stockman’s”) to a privately-owned company.

​

In July 2025, we agreed with an operator to extend its use of our active sports wagering skin in Indiana through December 2031, and such operator fully prepaid its remaining term for the Indiana skin.

​

For additional information about the Company’s segments, see Note 11.

​

​

​

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2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Significant Accounting Policies. As permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s 2024 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as they contain descriptions of its significant accounting policies. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation, which changes had no effect on the previously reported results of operations or financial position.

The interim condensed consolidated financial statements of the Company included herein reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of annualized results for an entire year.

The condensed consolidated financial statements include the accounts of Full House and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Stock-based Compensation. Estimated compensation costs for performance stock reflect meeting certain growth-rate targets and may be subject to partial or full reversals in the current or following year if not completely met at year-end. In the first quarter of 2025, the Company’s compensation committee determined that certain performance criteria for 2024 were not satisfied. As a result, stock-based compensation costs of $0.8 million that were previously recognized in 2024 were reversed. Stock-based compensation was $0.7 million for each of the three months ended September 30, 2025 and 2024. For the nine months ended September 30, 2025, stock-based compensation was $1.1 million, compared to $2.2 million in the prior-year period, primarily due to the reversal described above.

Stockholders’ Equity. On April 1, 2025, the Company’s Board adopted the Full House Resorts, Inc. 2025 Equity Incentive Plan (the “2025 Plan”), which was approved by stockholders at the Company’s 2025 Annual Meeting and made effective as of May 15, 2025. To maintain flexibility in the Company’s compensation program, the 2025 Plan allows for a variety of award types, including stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and performance-based compensation. The 2025 Plan includes 2,300,000 new shares and serves as the successor to the Company’s 2015 Equity Incentive Plan (“the 2015 Plan”), which was terminated upon the adoption of the 2025 Plan, except with respect to awards previously granted under the 2015 Plan that remain outstanding.

Accounting Pronouncements:

ASU 2023-09, Income Taxes, Topic 740, Improvements to Income Tax Disclosures (“Update 2023-09”). In December 2023, the FASB issued Update 2023-09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid. Update 2023-09 is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2023-09 to the consolidated financial statements, and plans to adopt Update 2023-09 for its annual period ending December 31, 2025.

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, Subtopic 220-40, Disaggregation of Income Statement Expenses (“Update 2024-03”). In November 2024, the FASB issued Update 2024-03, which expands disclosures about specific expense categories presented on the face of the income statement. Update 2024-03 is effective for financial statements issued for annual periods beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2024-03 to the consolidated financial statements.

A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, the Company believes that there are no other recently-issued accounting standards not yet effective that are currently likely to have a material impact on its financial statements.

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3. RECEIVABLES, NET

Accounts Receivable and Credit Risk. Accounts receivable consist primarily of casino, hotel, certain sports wagering contracts that paid us in arrears until mid-2024, and other receivables. Accounts receivable are typically non-interest bearing, recorded initially at cost, and are carried net of an appropriate reserve to approximate fair value. Loss reserves are estimated based on specific review of customer accounts including the customers’ willingness and ability to pay and nature of collateral, if any, as well as historical collection experience and current and expected economic and business conditions. Accounts are written off when management deems the account to be uncollectible and recoveries of accounts previously written off are recorded when received.

Accounts receivable consists of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | September 30, | ​ | December 31,
​ | ​ | 2025 |  | 2024
Casino | ​ | $ | 609 | ​ | $ | 653
Hotel | ​ | ​ | 35 | ​ | ​ | 13
Other Operations(1) | ​ | ​ | 1,822 | ​ | ​ | 3,042
Contracted Sports Wagering | ​ | ​ | 43 | ​ | ​ | 1,017
Other | ​ | ​ | 662 | ​ | ​ | 514
​ | ​ | ​ | 3,171 | ​ | ​ | 5,239
Less: Provision for credit losses | ​ | ​ | (156) | ​ | ​ | (138)
​ | ​ | $ | 3,015 | ​ | $ | 5,101

__________

(1) | Primarily consists of ATM receivables.

​

The following table shows the movement in the provision for credit losses recognized for accounts receivable that occurred during the respective periods:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2025 |  | 2024
Balance at January 1 | ​ | $ | 138 | ​ | $ | 1,189
Current period provision for credit losses | ​ | ​ | 27 | ​ | ​ | 215
Write-offs | ​ | ​ | (9) | ​ | ​ | (1,251)
Balance at September 30 | ​ | $ | 156 | ​ | $ | 153

​

Management regularly evaluates the adequacy of the Company’s recorded reserves. At September 30, 2025, we believe that no significant concentrations of credit risk existed for which a reserve had not already been recorded.

​

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4. DISPOSITION

On August 28, 2024, the Company entered into an agreement with a third party to sell Stockman’s for total gross proceeds of $9.2 million, plus certain working capital adjustments at closing. The sale was completed in two phases: the sale of Stockman’s real property for $7.0 million, which closed on September 27, 2024 at a $1.9 million gain; and the sale of certain remaining operating assets and related liabilities for $2.2 million (excluding working capital adjustments), which closed on April 1, 2025 at a $0.2 million loss (and subject to working capital adjustments that have not been finalized). Accordingly, as of April 1, 2025, the Company no longer owns or operates Stockman’s Casino. The disposition of Stockman’s is not expected to have a major effect on the Company’s operations or financial results.

The carrying amounts of Stockman’s assets and liabilities held for sale, as of the most recent balance sheet date preceding the sale on April 1, 2025, were:

​

​ | ​ | ​ | ​
(In thousands) | ​ | March 31,
​ |  | 2025
ASSETS |  | ​ | ​
Current assets |  | ​ | ​
Cash | ​ | $ | 250
Inventories | ​ |  | 28
Total current assets held for sale | ​ |  | 278
Property and equipment, net | ​ |  | 378
Goodwill | ​ |  | 1,809
Other intangible assets, net | ​ |  | 4
Valuation Allowance - Transaction Costs | ​ | ​ | (212)
Total assets held for sale, net | ​ | $ | 2,257
LIABILITIES | ​ |  | ​
Current liabilities | ​ |  | ​
Other accrued liabilities | ​ | $ | 75
Total liabilities related to assets held for sale | ​ | $ | 75

​

​

​

5. 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 96 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, 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, or (ii) 2.5% of gross gaming revenue (as defined in the Ground 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.

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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 rent of 3% of excess gross gaming revenue (as defined in the lease) in any month where such revenue is in excess of $3.65 million. Total rent expense in 2024, including contingent rent, was $1.6 million.

Through October 1, 2027, the Company may buy out the lease for $15.5 million, plus a seller-retained interest in Silver Slipper’s operations of 3% of net income (as defined in the lease) 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 Grand Lodge. It is collateralized by the Company’s interests under the lease and property (as defined in the lease) and is subordinate to the liens of the Notes (see Note 6). The lessor has an option to purchase the Company’s leasehold interest and related operating assets of Grand Lodge at any time prior to expiration of the Hyatt Lease, subject to payment of certain amounts. The option price is an amount equal to Grand Lodge’s positive working capital, plus Grand Lodge’s earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the 12-month period preceding the acquisition (or pro-rated if less than 12 months remain on the Hyatt Lease), plus the fair market value of Grand Lodge’s personal property.

In July 2024, the Hyatt Lease was further amended to extend the term through December 31, 2034. In the event of a significant renovation of the property, the amended lease permits the lessor to terminate the lease early by providing six months’ notice, with the Company retaining Grand Lodge’s personal property at the end of such period. In January 2025, the annual rent increased nominally from $2.00 million to $2.01 million, and will subsequently increase by 2% annually 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 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 prior annual rent of $0.20 million declined in February 2025 to $0.17 million, will 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 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 for use of the facilities with monthly rent of $50,000. Such leaseback terminated upon the second closing of the Stockman’s sale on April 1, 2025. See Note 4 for details.

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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, 2025, such potential purchase price was $1.2 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.

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Leases recorded on the balance sheet consist of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | September 30, | ​ | December 31,
Leases |  | Balance Sheet Classification |  | 2025 | ​ | 2024
Assets |  |  |  | ​ | ​ | ​ | ​ |
Operating lease assets |  | Operating Lease Right-of-Use Assets, Net |  | $ | 54,254 | ​ | $ | 55,957
Finance lease assets |  | Property and Equipment, Net(1) | ​ |  | 4,127 | ​ |  | 4,245
Finance lease assets | ​ | Finance Lease Right-of-Use Assets, Net(2) | ​ | ​ | 2,401 | ​ | ​ | 976
Total lease assets |  |  | ​ | $ | 60,782 | ​ | $ | 61,178
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities |  |  | ​ | ​ | ​ | ​ | ​ | ​
Current |  |  | ​ | ​ | ​ | ​ | ​ | ​
Operating |  | Current Portion of Operating Lease Obligations | ​ | $ | 3,770 | ​ | $ | 4,226
Finance |  | Current Portion of Finance Lease Obligations | ​ |  | 1,771 | ​ |  | 1,610
Noncurrent |  |  | ​ | ​ | ​ | ​ | ​ | ​
Operating |  | Operating Lease Obligations, Net of Current Portion | ​ |  | 51,589 | ​ |  | 52,324
Finance |  | Finance Lease Obligations, Net of Current Portion | ​ |  | 2,000 | ​ |  | 1,095
Total lease liabilities |  |  | ​ | $ | 59,130 | ​ | $ | 59,255

__________

(1) | Finance lease assets are recorded net of accumulated amortization of $3.0 million and $2.9 million at September 30, 2025 and December 31, 2024, respectively.

(2) | These finance lease assets are recorded separately from Property and Equipment due to meeting qualifying classification criteria under ASC 842, but ownership of such assets is not expected to transfer to the Company upon term expiration. Additionally, amortization of these assets are expensed over the duration of the lease term or their estimated useful lives, whichever is earlier.

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The components of lease expenses are as follows:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) |  | ​ |  | Three Months Ended |  | Nine Months Ended
​ | ​ | Classification within | ​ | September 30, | ​ | September 30,
Lease Costs | ​ | Statement of Operations | ​ | 2025 |  | 2024 | ​ | 2025 |  | 2024
Operating leases: |  |  |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Fixed/base rent |  | Selling, General and Administrative Expenses | ​ | $ | 1,999 | ​ | $ | 2,030 | ​ | $ | 6,083 | ​ | $ | 5,957
Short-term payments(1) | ​ | Selling, General and Administrative Expenses | ​ | ​ | 76 | ​ | ​ | 31 | ​ | ​ | 433 | ​ | ​ | 31
Variable payments |  | Selling, General and Administrative Expenses | ​ |  | 299 | ​ |  | 340 | ​ |  | 905 | ​ |  | 919
Finance leases: |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of leased assets |  | Depreciation and Amortization | ​ |  | 363 | ​ |  | 382 | ​ |  | 1,113 | ​ |  | 1,131
Interest on lease liabilities |  | Interest Expense, Net | ​ |  | 40 | ​ |  | 61 | ​ |  | 115 | ​ |  | 210
Total lease costs | ​ | ​ | ​ | $ | 2,777 | ​ | $ | 2,844 | ​ | $ | 8,649 | ​ | $ | 8,248

__________

(1) | Includes payments for the leaseback of Stockman’s real estate totaling $0.2 million during the first quarter of 2025.

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Maturities of lease liabilities at September 30, 2025 are summarized as follows:

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​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Operating | ​ | Finance
Years Ending December 31, | ​ | Leases | ​ | Leases
2025 (excluding the nine months ended September 30, 2025) | ​ | $ | 1,862 | ​ | $ | 499
2026 | ​ | ​ | 7,249 | ​ | ​ | 1,998
2027 | ​ | ​ | 7,221 | ​ | ​ | 1,585
2028 | ​ | ​ | 6,900 | ​ | ​ | —
2029 | ​ | ​ | 6,951 | ​ | ​ | —
Thereafter | ​ | ​ | 319,377 | ​ | ​ | —
Total future minimum lease payments | ​ | ​ | 349,560 | ​ | ​ | 4,082
Less: Amount representing interest | ​ | ​ | (294,201) | ​ | ​ | (311)
Present value of lease liabilities | ​ | ​ | 55,359 | ​ | ​ | 3,771
Less: Current lease obligations | ​ | ​ | (3,770) | ​ | ​ | (1,771)
Long-term lease obligations | ​ | $ | 51,589 | ​ | $ | 2,000

​

Other information related to lease term and discount rate is as follows:

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​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
Lease Term and Discount Rate | ​ | 2025 | ​ | 2024
Weighted-average remaining lease term |  |  | ​ | ​ |  | ​
Operating leases |  | 56.1 | years | ​ | 55.8 | years
Finance leases |  | 2.0 | years | ​ | 2.0 | years
Weighted-average discount rate |  | ​ | ​ | ​ | ​ | ​
Operating leases |  | 10.88 | % | ​ | 10.86 | %
Finance leases |  | 7.58 | % | ​ | 6.75 | %

​

Supplemental cash flow information related to leases is as follows:

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​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) |  | Nine Months Ended
​ | ​ | September 30,
Cash paid for amounts included in the measurement of lease liabilities: | ​ | 2025 | ​ | 2024
Operating cash flows for operating leases | ​ | $ | 5,664 | ​ | $ | 5,727
Operating cash flows for finance leases | ​ | $ | 115 | ​ | $ | 210
Financing cash flows for finance leases | ​ | $ | 1,354 | ​ | $ | 1,257

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6. LONG-TERM DEBT

Long-term debt consists of the following:

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​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | September 30, | ​ | December 31,
​ | ​ | 2025 | ​ | 2024
Revolving Credit Facility due 2027 | ​ | $ | 30,000 | ​ | $ | 27,000
8.25% Senior Secured Notes due 2028 | ​ | ​ | 450,000 | ​ | ​ | 450,000
Less: Unamortized debt issuance costs and discounts/premiums, net | ​ | ​ | (6,923) | ​ | ​ | (8,861)
​ | ​ | $ | 473,077 | ​ | $ | 468,139

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Senior Secured Notes due 2028. On February 12, 2021, the Company issued $310.0 million aggregate principal amount of 8.25% Senior Secured Notes due 2028 (the “2028 Notes”) to refinance all of its prior notes and repurchase all of its outstanding warrants. Additionally, $180 million of bond proceeds were initially placed into a construction reserve account to fund the construction of Chamonix, which was later increased to $221 million in January 2022 to reflect an expansion of the project. Such construction reserve account was effectively closed during the fourth quarter of 2024, as Chamonix’s phased opening was completed in October 2024.

​

On February 7, 2022, the Company closed a private offering for an additional $100.0 million of Senior Secured Notes due 2028, which sold at a price of 102.0% of such principal amount. Proceeds from this sale were used: (i) to develop, equip and open the temporary American Place facility, which the Company is operating while it designs and constructs its permanent facility, (ii) to pay the transaction fees and expenses of such offer and sale, and (iii) for general corporate purposes. The additional notes from this sale were issued pursuant to the indenture, dated February 12, 2021 (the “Original Indenture”), to which the Company issued the $310.0 million of 2028 Notes described above. In connection with the issuance of the additional notes in February 2022, the Company and the subsidiary guarantors party to the Original Indenture also entered into three Supplemental Indentures with Wilmington Trust, National Association, as trustee.

On February 21, 2023, the Company issued an additional $40.0 million of senior secured notes (the “Additional Notes”), thereby increasing the outstanding borrowing under the 2028 Notes to $450.0 million (collectively, the “Notes”). Related to the issuance of the Additional Notes, the Company further amended the indenture governing the Notes (collectively, the “Amended Indenture”) and amended its revolving credit facility. Proceeds from the offering of the Additional Notes, net of related expenses and discounts, were approximately $34 million and were used: (i) to open American Place, including the payment of related Illinois gaming license fees in March 2023, and (ii) for general corporate purposes. The Additional Notes are essentially identical to the 2028 Notes, as they are treated as a single series of senior secured debt securities with the 2028 Notes and also as a single class for all purposes under the Amended Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

The Notes bear interest at a fixed rate of 8.25% per year and mature on February 15, 2028. There is no mandatory debt amortization prior to the maturity date. Interest on the Notes is payable on February 15 and August 15 of each year.

The Notes are guaranteed, jointly and severally (such guarantees, the “Guarantees”), by each of the Company’s restricted subsidiaries (collectively, the “Guarantors”). The Notes and the Guarantees are the Company’s and the Guarantors’ general senior secured obligations, subject to the terms of the Collateral Trust Agreement (as defined in the Amended Indenture), ranking senior in right of payment to all of the Company’s and the Guarantors’ existing and future debt that is expressly subordinated in right of payment to the Notes and the Guarantees, if any. The Notes and the Guarantees will rank equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior debt.

The Notes contain representations and warranties, covenants, and restrictions on dividends customary for notes of this type. Mandatory prepayments, in whole or in part, of the Notes will be required upon the occurrence of certain events, including sales of certain assets (unless such net proceeds are reinvested in the business) or upon certain changes of control.

The Company may redeem some or all of the Notes for cash at the following redemption prices:

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​ | ​ | ​ | ​
Redemption Periods |  | Percentage Premium
February 15, 2025 to February 14, 2026 |  | 102.063 | %
February 15, 2026 and Thereafter | ​ | 100.000 | %

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Revolving Credit Facility due 2027. On February 7, 2022, the Company entered into a First Amendment to Credit Agreement with Capital One, N.A. (“Capital One”), which, among other things, increased the borrowing capacity under the Company’s Credit Agreement, dated March 31, 2021, from $15.0 million to $40.0 million. The amended $40.0 million senior secured revolving credit facility includes a letter of credit sub-facility and may be used for working capital and other ongoing general purposes.

On February 21, 2023, the Company entered into a Second Amendment to Credit Agreement with Capital One, which, among other things, increased the amount of additional indebtedness permitted under the Company’s Credit Agreement from $25.0 million to $40.0 million (collectively, the “Credit Facility”). Such amendment permitted the issuance of the Additional Notes, as described above.

On March 5, 2025, the Company entered into a Third Amendment to Credit Agreement with Capital One, which extended the revolving credit facility’s maturity date from March 31, 2026 to January 1, 2027.

The interest rate per annum applicable to loans under the Credit Facility is currently, at the Company’s option, either (i) the Secured Overnight Financing Rate (“SOFR”) plus a margin equal to 3.00% and a Term SOFR (as defined) adjustment of 0.15%, or (ii) a base rate plus a margin equal to 2.00%. Terms regarding the annual commitment fee and customary letter of credit fees remain unchanged from the original Credit Agreement, dated March 31, 2021.

The Credit Facility is equally and ratably secured by the same assets and guarantees securing the Notes. The Company may make prepayments of any amounts outstanding under the Credit Facility (without any reduction of the revolving commitments) in whole or in part at any time without penalty.

The Credit Facility contains a number of negative covenants that, subject to certain exceptions, are substantially similar to the covenants contained in the Notes. The Credit Facility also requires compliance with a financial covenant as of the last day of each fiscal quarter, such that Adjusted EBITDA (as defined) for the trailing 12-month period must equal or exceed the utilized portion of the Credit Facility, if drawn. At September 30, 2025, the Company complied with this financial covenant and $30.0 million of borrowings were outstanding under the Credit Facility.

Fair Value of Long-Term Debt. The estimated fair value of the Notes was approximately $416.0 million at September 30, 2025 and $447.5 million at December 31, 2024, which values were estimated using quoted market prices (Level 1 inputs). The fair value of the Credit Facility approximates its carrying amount, as it is revolving, variable rate debt, and is classified as a Level 2 measurement.

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7. CUSTOMER CONTRACT LIABILITIES

There is often a timing difference between the Company receiving cash and the Company recording revenue for providing services or hosting events. With the exception of noncurrent portions of deferred revenues from contracted sports wagering, these liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within “Other accrued liabilities” on the consolidated balance sheets.

The following table summarizes the primary activities related to short- and long-term customer contract related liabilities:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Outstanding | ​ | Players | ​ | Contracted | ​ | Progressive
(In thousands) | ​ | Chip Liability | ​ | Club Points | ​ | Sports Wagering | ​ | Jackpots and Other
​ | ​ | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Balance at January 1 | ​ | $ | 683 | ​ | $ | 527 | ​ | $ | 930 | ​ | $ | 765 | ​ | $ | 10,404 | ​ | $ | 12,367 | ​ | $ | 5,767 | ​ | $ | 4,477
Balance at September 30 | ​ |  | 568 | ​ | ​ | 516 | ​ | ​ | 994 | ​ | ​ | 919 | ​ | ​ | 6,519 | ​ | ​ | 7,006 | ​ | ​ | 6,171 | ​ | ​ | 5,549
Increase (Decrease) | ​ | $ | (115) | ​ | $ | (11) | ​ | $ | 64 | ​ | $ | 154 | ​ | $ | (3,885) | ​ | $ | (5,361) | ​ | $ | 404 | ​ | $ | 1,072

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8. INCOME TAXES

The Company’s effective income tax rates for the three months ended September 30, 2025 and 2024 were 0.2% and 1.5%, respectively, primarily due to the Company’s projections for pre-tax book income in each of those years. For the nine months ended September 30, 2025 and 2024, the Company’s effective income tax rates were (0.3%) and (0.7%), respectively, primarily due to changes in valuation allowances, which were affected by the release of deferred tax liabilities in connection with the sale of Stockman’s intangible assets in April 2025. The Company’s income tax provision or benefit for interim periods has been determined using an estimate of its annual effective tax rate, adjusted for discrete items.

​

The Company continues to assess the realizability of deferred tax assets (“DTAs”) and concluded that it has not met the “more likely than not” threshold. At September 30, 2025, the Company continues to provide a valuation allowance against its DTAs that cannot be offset by existing deferred tax liabilities. In accordance with Accounting Standards Codification 740 (“ASC 740”), this assessment has taken into consideration the jurisdictions in which these DTAs reside. The valuation allowance against DTAs has no effect on the actual taxes paid or owed by the Company.

​

Changes in tax laws, rulings, policies, or related legal and regulatory interpretations occur frequently and may have significant favorable or adverse impacts on our effective tax rate.

On July 4, 2025, new U.S. tax legislation (“H.R. 1”) was signed into law, which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, H.R. 1 makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. While further evaluation is ongoing, the new tax legislation is not expected to have a material impact on the Company’s financial position or results of operations.

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9. COMMITMENTS AND CONTINGENCIES

Litigation

The Company is party to a number of pending legal proceedings related to matters that occurred in the normal course of business. Management does not expect that the outcome of any such proceedings, either individually or in the aggregate, will have a material effect on the Company’s financial position, results of operations and cash flows.

Contingent Gaming License Fees in Illinois

As required for its gaming licensure at American Place, the Company continues to accrue for a “Reconciliation Payment” that will be due to the Illinois Gaming Board (“IGB”) over a long-term basis. The Reconciliation Payment is calculated in February 2026 (three years after the commencement of gaming operations in Illinois) in an amount equal to 75% of the adjusted gross receipts for the most lucrative trailing 12-month period of operations, offset by certain licensing fees already paid by the Company. The Reconciliation Payment is due in installments over a period of six years, expected to begin in 2026 or early 2027.

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The estimated present value of the long-term obligation for the Company’s gaming license in Illinois consists of the following, and results in a corresponding increase to the Illinois gaming license valuation:

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​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | September 30, | ​ | December 31,
​ |  | 2025 |  | 2024
Estimated IGB Reconciliation Fee(1) | ​ | $ | 53,506 | ​ | $ | 46,039
Less: Amount representing interest(2) | ​ | ​ | (8,955) | ​ | ​ | (11,173)
Present value of IGB Reconciliation Fee(3) | ​ | $ | 44,551 | ​ | $ | 34,866

__________

(1) | Calculated based upon gaming revenues generated during the trailing 12-months of the corresponding dates. This one-time fee will be paid in installments that are expected to begin in 2026 or early 2027 and extend over a period of six years.

(2) | The effective interest rate of the Revolving Credit Facility (see Note 6) is used to impute interest on this long-term obligation and its corresponding increase to the Illinois gaming license valuation, which approximates their fair values.

(3) | The current and noncurrent balances are located respectively within “Other accrued liabilities” and “Other long-term liabilities, net of current portion” on the consolidated balance sheets.

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10. EARNINGS (LOSS) PER SHARE

The table below reconciles basic and diluted loss per share of common stock:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | September 30, | ​ | September 30,
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024
Numerator: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Net loss ─ basic | ​ | $ | (7,678) | ​ | $ | (8,472) | ​ | $ | (27,826) | ​ | $ | (28,373)
Net loss ─ diluted | ​ | $ | (7,678) | ​ | $ | (8,472) | ​ | $ | (27,826) | ​ | $ | (28,373)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Denominator: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted-average common shares ─ basic | ​ | ​ | 36,111 | ​ | ​ | 34,944 | ​ | ​ | 36,000 | ​ | ​ | 34,749
Potential dilution from share-based awards | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Weighted-average common and common share equivalents ─ diluted | ​ | ​ | 36,111 | ​ | ​ | 34,944 | ​ | ​ | 36,000 | ​ | ​ | 34,749
Anti-dilutive share-based awards excluded from the calculation of diluted loss per share | ​ | ​ | 3,371 | ​ | ​ | 3,580 | ​ | ​ | 3,290 | ​ | ​ | 4,067

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11. SEGMENT INFORMATION

The Company manages its reporting segments based on geographic regions within the United States and type of income. The Company’s management views the regions where each of its casino resorts are located as reportable segments, in addition to its contracted sports wagering segment. Reportable segments are aggregated based on geography, economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. Therefore, the Company has determined three reportable segments as follows: Midwest & South, West, and Contracted Sports Wagering (see Note 1).

The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The Company’s CODM assesses the performance of each segment by using Adjusted Segment EBITDA as the measure of segment profitability. Adjusted Segment EBITDA is defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset sales and disposals, project development and acquisition costs, non-cash share-based compensation expense, and corporate-related costs and expenses that are not allocated to each segment.

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The Company’s CODM uses Adjusted Segment EBITDA for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances and period-over-period fluctuations when making decisions about the allocation of operating and capital resources to each segment, as well as a basis for determining certain incentive compensation.

The following tables present the Company’s segment information:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | Three Months Ended September 30, 2025
​ | ​ | ​ | ​ | ​ | ​ | Contracted | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Sports | ​ | ​
​ | ​ | Midwest & South | ​ | West | ​ | Wagering | ​ | Total
Revenues | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Casino | ​ | $ | 46,667 | ​ | $ | 13,156 | ​ | $ | — | ​ | $ | 59,823
Food and beverage | ​ |  | 8,248 | ​ |  | 1,702 | ​ |  | — | ​ |  | 9,950
Hotel | ​ |  | 1,777 | ​ |  | 2,688 | ​ |  | — | ​ |  | 4,465
Other operations, including contracted sports wagering | ​ |  | 1,633 | ​ |  | 447 | ​ |  | 1,632 | ​ |  | 3,712
Total consolidated revenues | ​ | ​ | 58,325 | ​ | ​ | 17,993 | ​ | ​ | 1,632 | ​ | ​ | 77,950
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Less: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Payroll and related costs | ​ | ​ | 15,622 | ​ | ​ | 5,874 | ​ | ​ | — | ​ | ​ | 21,496
Cost of sales | ​ | ​ | 4,460 | ​ | ​ | 827 | ​ | ​ | — | ​ | ​ | 5,287
Gaming taxes and other(1) | ​ | ​ | 10,782 | ​ | ​ | 766 | ​ | ​ | 13 | ​ | ​ | 11,561
Other segment items(2) | ​ | ​ | 15,909 | ​ | ​ | 7,317 | ​ | ​ | 77 | ​ | ​ | 23,303
Total segment expenses | ​ | ​ | 46,773 | ​ | ​ | 14,784 | ​ | ​ | 90 | ​ | ​ | 61,647
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Adjusted Segment EBITDA | ​ | ​ | 11,552 | ​ | ​ | 3,209 | ​ | ​ | 1,542 | ​ | ​ | 16,303
Other operating costs and expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Depreciation and amortization | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (10,641)
Corporate expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (1,491)
Project development costs | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (57)
Loss on sale of Stockman’s | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (4)
Stock-based compensation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (674)
Operating income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 3,436
Other expense: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest expense, net | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (11,128)
Loss before income taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (7,692)
Income tax benefit | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (14)
Net loss | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | (7,678)

__________

(1) | Excludes real estate and property taxes.

(2) | For each reportable segment, the “Other segment items” category includes:

| ● | Midwest & South and West ─ Advertising and marketing, rent expense, insurance, and other miscellaneous costs.

| ● | Contracted Sports Wagering ─ Credit loss expense net of recoveries, as well as certain overhead expenses.

​

​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | Three Months Ended September 30, 2024
​ | ​ | ​ | ​ | ​ | ​ | Contracted | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Sports | ​ | ​
​ | ​ | Midwest & South | ​ | West | ​ | Wagering | ​ | Total
Revenues | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Casino | ​ | $ | 41,855 | ​ | $ | 14,261 | ​ | $ | — | ​ | $ | 56,116
Food and beverage | ​ |  | 8,866 | ​ |  | 2,234 | ​ |  | — | ​ |  | 11,100
Hotel | ​ |  | 2,136 | ​ |  | 2,557 | ​ |  | — | ​ |  | 4,693
Other operations, including contracted sports wagering | ​ |  | 1,653 | ​ |  | 335 | ​ |  | 1,790 | ​ |  | 3,778
Total consolidated revenues | ​ | ​ | 54,510 | ​ | ​ | 19,387 | ​ | ​ | 1,790 | ​ | ​ | 75,687
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Less: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Payroll and related costs | ​ | ​ | 15,205 | ​ | ​ | 6,767 | ​ | ​ | — | ​ | ​ | 21,972
Cost of sales | ​ | ​ | 4,811 | ​ | ​ | 1,130 | ​ | ​ | — | ​ | ​ | 5,941
Gaming taxes and other(1) | ​ | ​ | 9,358 | ​ | ​ | 2,218 | ​ | ​ | 19 | ​ | ​ | 11,595
Other segment items(2) | ​ | ​ | 14,887 | ​ | ​ | 8,074 | ​ | ​ | (266) | ​ | ​ | 22,695
Total segment expenses | ​ | ​ | 44,261 | ​ | ​ | 18,189 | ​ | ​ | (247) | ​ | ​ | 62,203
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Adjusted Segment EBITDA | ​ | ​ | 10,249 | ​ | ​ | 1,198 | ​ | ​ | 2,037 | ​ | ​ | 13,484
Other operating costs and expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Depreciation and amortization | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (10,493)
Corporate expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (1,742)
Project development costs | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (52)
Preopening costs | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (42)
Gain on sale of Stockman’s | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,000
Stock-based compensation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (706)
Operating income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 2,449
Other expense: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest expense, net | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (11,047)
Loss before income taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (8,598)
Income tax benefit | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (126)
Net loss | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | (8,472)

__________

(1) | Excludes real estate and property taxes.

(2) | For each reportable segment, the “Other segment items” category includes:

| ● | Midwest & South and West ─ Advertising and marketing, rent expense, insurance, and other miscellaneous costs.

| ● | Contracted Sports Wagering ─ Credit loss expense net of recoveries, as well as certain overhead expenses.

​

​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | Nine Months Ended September 30, 2025
​ | ​ | ​ | ​ | ​ | ​ | Contracted | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Sports | ​ | ​
​ | ​ | Midwest & South | ​ | West | ​ | Wagering | ​ | Total
Revenues | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Casino | ​ | $ | 136,865 | ​ | $ | 35,241 | ​ | $ | — | ​ | $ | 172,106
Food and beverage | ​ |  | 24,562 | ​ |  | 5,029 | ​ |  | — | ​ |  | 29,591
Hotel | ​ |  | 5,325 | ​ |  | 6,702 | ​ |  | — | ​ |  | 12,027
Other operations, including contracted sports wagering | ​ |  | 6,548 | ​ |  | 1,111 | ​ |  | 5,571 | ​ |  | 13,230
Total consolidated revenues | ​ | ​ | 173,300 | ​ | ​ | 48,083 | ​ | ​ | 5,571 | ​ | ​ | 226,954
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Less: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Payroll and related costs | ​ | ​ | 46,337 | ​ | ​ | 18,993 | ​ | ​ | — | ​ | ​ | 65,330
Cost of sales | ​ | ​ | 12,568 | ​ | ​ | 2,457 | ​ | ​ | — | ​ | ​ | 15,025
Gaming taxes and other(1) | ​ | ​ | 31,298 | ​ | ​ | 4,033 | ​ | ​ | 38 | ​ | ​ | 35,369
Other segment items(2) | ​ | ​ | 45,683 | ​ | ​ | 22,995 | ​ | ​ | 200 | ​ | ​ | 68,878
Total segment expenses | ​ | ​ | 135,886 | ​ | ​ | 48,478 | ​ | ​ | 238 | ​ | ​ | 184,602
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Adjusted Segment EBITDA | ​ | ​ | 37,414 | ​ | ​ | (395) | ​ | ​ | 5,333 | ​ | ​ | 42,352
Other operating costs and expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Depreciation and amortization | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (31,836)
Corporate expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (4,919)
Project development costs | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (231)
Loss on disposal of assets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (6)
Loss on sale of Stockman’s, net | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (209)
Stock-based compensation, net | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (1,051)
Operating income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 4,100
Other expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest expense, net | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (31,779)
Other | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (50)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (31,829)
Loss before income taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (27,729)
Income tax provision | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 97
Net loss | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | (27,826)

__________

(1) | Excludes real estate and property taxes.

(2) | For each reportable segment, the “Other segment items” category includes:

| ● | Midwest & South and West ─ Advertising and marketing, rent expense, insurance, and other miscellaneous costs.

| ● | Contracted Sports Wagering ─ Credit loss expense net of recoveries, as well as certain overhead expenses.

​

​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | Nine Months Ended September 30, 2024
​ | ​ | ​ | ​ | ​ | ​ | Contracted | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Sports | ​ | ​
​ | ​ | Midwest & South | ​ | West | ​ | Wagering | ​ | Total
Revenues | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Casino | ​ | $ | 125,815 | ​ | $ | 36,659 | ​ | $ | — | ​ | $ | 162,474
Food and beverage | ​ |  | 26,059 | ​ |  | 5,213 | ​ |  | — | ​ |  | 31,272
Hotel | ​ |  | 6,269 | ​ |  | 5,018 | ​ |  | — | ​ |  | 11,287
Other operations, including contracted sports wagering | ​ |  | 6,456 | ​ |  | 681 | ​ |  | 6,933 | ​ |  | 14,070
Total consolidated revenues | ​ | ​ | 164,599 | ​ | ​ | 47,571 | ​ | ​ | 6,933 | ​ | ​ | 219,103
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Less: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Payroll and related costs | ​ | ​ | 43,560 | ​ | ​ | 18,564 | ​ | ​ | — | ​ | ​ | 62,124
Cost of sales | ​ | ​ | 14,082 | ​ | ​ | 2,817 | ​ | ​ | — | ​ | ​ | 16,899
Gaming taxes and other(1) | ​ | ​ | 28,361 | ​ | ​ | 4,124 | ​ | ​ | 45 | ​ | ​ | 32,530
Other segment items(2) | ​ | ​ | 43,390 | ​ | ​ | 20,138 | ​ | ​ | 339 | ​ | ​ | 63,867
Total segment expenses | ​ | ​ | 129,393 | ​ | ​ | 45,643 | ​ | ​ | 384 | ​ | ​ | 175,420
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Adjusted Segment EBITDA | ​ | ​ | 35,206 | ​ | ​ | 1,928 | ​ | ​ | 6,549 | ​ | ​ | 43,683
Other operating costs and expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Depreciation and amortization | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (31,444)
Corporate expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (5,391)
Project development costs | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (55)
Preopening costs | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (2,462)
Loss on disposal of assets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (18)
Gain on sale of Stockman’s | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,000
Stock-based compensation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (2,155)
Operating income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 4,158
Other expense: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest expense, net | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | (32,320)
Loss before income taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (28,162)
Income tax provision | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 211
Net loss | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | (28,373)

__________

(1) | Excludes real estate and property taxes.

(2) | For each reportable segment, the “Other segment items” category includes:

| ● | Midwest & South and West ─ Advertising and marketing, rent expense, insurance, and other miscellaneous costs.

| ● | Contracted Sports Wagering ─ Credit loss expense net of recoveries, as well as certain overhead expenses.

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | September 30, | ​ | December 31,
​ |  | 2025 |  | 2024
Total Assets | ​ | ​ | ​ | ​ | ​ | ​
Midwest & South | ​ | $ | 285,064 | ​ | $ | 293,466
West | ​ |  | 345,477 | ​ |  | 360,057
Contracted Sports Wagering | ​ | ​ | 43 | ​ | ​ | 68
Corporate and Other | ​ |  | 13,816 | ​ |  | 19,743
​ | ​ | $ | 644,400 | ​ | $ | 673,334

​

​

​

​

​

​

​

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions that may cause our actual results to differ materially from those discussed in the forward-looking statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes for the fiscal year ended December 31, 2024, which were included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2025. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. Full House Resorts, Inc., together with its subsidiaries, may be referred to as “Full House,” the “Company,” “we,” “our” or “us,” except where stated or the context otherwise indicates.

Executive Overview

Our primary business is the ownership and/or operation of casino and related hospitality and entertainment facilities, which includes offering, among other amenities, casino gambling, hotel accommodations, dining, golf, RV camping, sports betting, entertainment and retail outlets.

The following table identifies our segments, along with properties and their locations:

​ | ​ | ​
Segments and Properties* | ​ | Locations
Midwest & South | ​ | ​
American Place Casino (“American Place”) | ​ | Waukegan, IL (northern suburb of Chicago)
Silver Slipper Casino and Hotel (“Silver Slipper”) |  | Hancock County, MS (near New Orleans)
Rising Star Casino Resort (“Rising Star”) |  | Rising Sun, IN (near Cincinnati)
West* | ​ | ​
Bronco Billy’s Casino (“Bronco Billy’s”) and Chamonix Casino Hotel (“Chamonix”) |  | Cripple Creek, CO (near 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)
Contracted Sports Wagering | ​ | ​
Three idle sports wagering websites (“skins”) | ​ | Colorado
One active sports wagering website (“skin”), plus two others that are currently idle | ​ | Indiana
One active sports wagering website (“skin”) | ​ | Illinois

__________

* | On April 1, 2025, we completed our sale of Stockman’s Casino. See Note 4 for details.

​

​

We currently operate six casinos: five on real estate that we own or lease and one located within a hotel owned by a third party. Additionally, we currently benefit from two active sports wagering websites (referred to as skins), one in Indiana and one in Illinois.

In February 2023, we opened our temporary American Place facility. We have begun the design work for the permanent gaming facility that we plan to build on adjoining land.

In October 2024, we completed the phased opening of Chamonix, our newest property, located adjacent to our existing Bronco Billy’s Casino.

In April 2025, we completed the sale of Stockman’s to a privately-owned company.

In July 2025, we agreed with an operator to extend its use of our active sports wagering skin in Indiana through December 2031, and such operator fully prepaid its remaining term for the Indiana skin.

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Our financial results are dependent upon the number of patrons that we attract to our properties and the amounts those guests spend per visit. While we provide credit at some of our casinos where permitted by gaming regulations, most of our revenues are cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. Our revenues are primarily derived from slot machines, but also include other gaming activities, including table games, keno and sports betting. In addition, we derive a significant amount of revenue from our hotels and our food and beverage outlets. We also derive revenues from our golf course and ferry boat service at Rising Star, our RV parks owned at Rising Star and managed at Silver Slipper (through August 2025), and retail outlets and entertainment. We often provide hotel rooms, food and beverages, entertainment, ferry usage, and golf privileges to customers on a complimentary basis; the value of such services is included as revenue in those categories, offset by contra-revenue in the casino revenue category. As a result, the casino revenues in our financial statements reflect patron gaming wins and losses, reduced by the retail value of complimentary services, the value of free play provided to customers, the value of points earned by casino customers that can be redeemed for services or free play, and adjustments for certain progressive jackpots offered by the Company.

We set minimum and maximum betting limits for our slot machines and table games based on market conditions, customer demand and other factors. Our gaming revenues are derived from a broad base of guests that includes both high- and low-stakes players. At Silver Slipper, our on-site sports book operations are in partnership with a company specializing in race and sports betting. At Rising Star, Chamonix/Bronco Billy’s (through June 2025), and American Place, we have contracted with other companies to operate our online sports wagering skins under their own brands in exchange for a percentage of revenues, as defined, subject to annual minimum amounts; the same company that utilizes our online sports skin in Illinois also operates our on-site sports book at American Place. Our operating results may also be affected by, among other things, overall economic conditions affecting the disposable income of our guests, weather conditions affecting access to our properties, achieving and maintaining cost efficiencies, taxation and other regulatory changes, and competitive factors, including but not limited to, additions and improvements to the competitive supply of gaming facilities, as well as pandemics and similar widespread health emergencies.

We may experience significant fluctuations in our quarterly operating results due to seasonality, variations in gaming hold percentages, and other factors. Consequently, our operating results for any quarter, especially contrasted with different seasonal quarters, are not necessarily comparable. Results for any particular quarter or year may not be indicative of future periods’ results.

Our market environment is highly competitive and capital-intensive. Nevertheless, there are significant restrictions and barriers to entry vis-à-vis opening new casinos in most of the markets in which we operate. We rely on the ability of our properties to generate operating cash flow to pay interest, repay debt, and fund maintenance and certain growth-related capital expenditures. We continuously focus on improving the operating margins of our existing properties through a combination of revenue growth and expense management. We also assess growth and development opportunities, which include capital investments at our existing properties, the development of new properties, and the acquisition of existing properties.

Recent Developments

Stockman’s Sale. On August 28, 2024, we entered into an agreement to sell the operating assets of Stockman’s for aggregate cash consideration of $9.2 million, plus certain working capital adjustments at closing. The asset sale was completed in two phases: the sale of Stockman’s real property for $7.0 million, which closed in the second half of 2024 at a $1.9 million gain; and the sale of certain remaining operating assets for $2.2 million (excluding working capital adjustments), which closed on April 1, 2025 at a $0.2 million loss. Accordingly, as of April 1, 2025, we no longer own or operate Stockman’s Casino.

Extension of Contracted Sports Wagering Agreement in Indiana. In January 2025, we received notice that our contracted sports betting operator in Colorado and Indiana was discontinuing its operations in those states, to be effective in June 2025 and December 2025, respectively. In July 2025, such operator reversed its decision to discontinue its Indiana operations and fully prepaid its remaining term for the Indiana skin through December 2031 for a negotiated fee of $1.5 million.

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Key Performance Indicators

We use several key performance indicators to evaluate the operations of our properties. These key operating measures are presented as supplemental disclosures because management uses these measures to better understand period-over-period fluctuations in our casino and hotel operating revenues. These key performance indicators include the following and are disclosed in our discussions, where applicable, for certain jurisdictions on segment performance:

Gaming revenue indicators:

Slot coin-in is the gross dollar amount wagered in slot machines and table game drop is the total amount of cash or credit exchanged into chips at table games for use by our customers. Slot coin-in and table game drop are indicators of volume, and are monitored on a consolidated basis in relation to slot and table game win. Such metrics can be influenced by marketing activity and are not necessarily indicative of profitability trends.

Slot win is the difference between customer wagers and customer winnings on slot machines. Table game hold is the difference between the amount of money or markers exchanged into chips and customer winnings paid. Slot win and table game hold percentages represent the relationship between slot win and coin-in and table game win and drop. Both the slot win and table game hold percentages are monitored on a consolidated basis in our evaluation of Company performance.

Room revenue indicators:

Hotel occupancy rate is an indicator of the utilization of our available rooms. Complimentary room sales, or the retail value of accommodations gratuitously furnished to customers, are included in the calculation of the hotel occupancy rate.

Adjusted EBITDA, Adjusted Segment EBITDA, Adjusted Segment EBITDA Margin and Adjusted Property EBITDA:

Management uses Adjusted EBITDA as a measure of our performance. For a description of Adjusted EBITDA, see “Non-GAAP Financial Measure.” We utilize Adjusted Segment EBITDA, a financial measure in accordance with generally accepted accounting principles in the United States of America (“GAAP”), as the measure of segment profitability in assessing performance and allocating resources at the reportable segment level. For information regarding our operating segments, see Note 11. In addition, we use Adjusted Segment EBITDA Margin, which is calculated by dividing Adjusted Segment EBITDA by the segment’s total revenues.

Adjusted Property EBITDA is defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset sales and disposals, project development and acquisition costs, non-cash share-based compensation expense, and corporate-related costs and expenses that are not allocated to each property.

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Results of Operations

Consolidated operating results

The following tables summarize our consolidated operating results for the three and nine months ended September 30, 2025 and 2024:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | Nine Months Ended | ​ | ​ | ​
(In thousands) | ​ | September 30, | ​ | Increase / | ​ | September 30, | ​ | Increase /
​ |  | 2025 |  | 2024 |  | (Decrease) |  | 2025 |  | 2024 |  | (Decrease)
Revenues | ​ | $ | 77,950 | ​ | $ | 75,687 |  | 3.0 | % | ​ | $ | 226,954 | ​ | $ | 219,103 |  | 3.6 | %
Operating expenses | ​ |  | 74,514 | ​ |  | 73,238 |  | 1.7 | % | ​ |  | 222,854 | ​ |  | 214,945 |  | 3.7 | %
Operating income | ​ |  | 3,436 | ​ |  | 2,449 |  | 40.3 | % | ​ |  | 4,100 | ​ |  | 4,158 |  | (1.4) | %
Interest expense, net | ​ |  | 11,128 | ​ | ​ | 11,047 | ​ | 0.7 | % | ​ | ​ | 31,779 | ​ | ​ | 32,320 | ​ | (1.7) | %
Other | ​ | ​ | — | ​ | ​ | — | ​ | N.M. | ​ | ​ | 50 | ​ | ​ | — | ​ | N.M.
Income tax (benefit) provision | ​ |  | (14) | ​ |  | (126) |  | (88.9) | % | ​ |  | 97 | ​ |  | 211 |  | (54.0) | %
Net loss | ​ | $ | (7,678) | ​ | $ | (8,472) |  | (9.4) | % | ​ | $ | (27,826) | ​ | $ | (28,373) |  | (1.9) | %

__________

N.M. Not meaningful.

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | Nine Months Ended | ​ | ​ | ​
(In thousands) | ​ | September 30, | ​ | Increase | ​ | September 30, | ​ | Increase /
​ |  | 2025 |  | 2024 |  | (Decrease) |  | 2025 |  | 2024 |  | (Decrease)
Casino revenues | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Slots | ​ | $ | 49,549 | ​ | $ | 47,007 |  | 5.4 | % | ​ | $ | 142,770 | ​ | $ | 135,609 |  | 5.3 | %
Table games | ​ |  | 10,059 | ​ |  | 8,997 |  | 11.8 | % | ​ |  | 28,952 | ​ |  | 26,539 |  | 9.1 | %
Other | ​ |  | 215 | ​ |  | 112 |  | 92.0 | % | ​ |  | 384 | ​ |  | 326 |  | 17.8 | %
​ | ​ |  | 59,823 | ​ |  | 56,116 |  | 6.6 | % | ​ |  | 172,106 | ​ |  | 162,474 |  | 5.9 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-casino revenues, net | ​ |  |  | ​ |  |  |  |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Food and beverage | ​ |  | 9,950 | ​ |  | 11,100 |  | (10.4) | % | ​ |  | 29,591 | ​ |  | 31,272 |  | (5.4) | %
Hotel | ​ |  | 4,465 | ​ |  | 4,693 |  | (4.9) | % | ​ |  | 12,027 | ​ |  | 11,287 |  | 6.6 | %
Other | ​ |  | 3,712 | ​ |  | 3,778 |  | (1.7) | % | ​ |  | 13,230 | ​ |  | 14,070 |  | (6.0) | %
​ | ​ |  | 18,127 | ​ |  | 19,571 |  | (7.4) | % | ​ |  | 54,848 | ​ |  | 56,629 |  | (3.1) | %
Total revenues | ​ | $ | 77,950 | ​ | $ | 75,687 |  | 3.0 | % | ​ | $ | 226,954 | ​ | $ | 219,103 |  | 3.6 | %

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three Months Ended | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ |
(In thousands) | September 30, | ​ | Increase / | ​ | September 30, | ​ | Increase /
​ | 2025 | ​ | 2024 | ​ | (Decrease) |  | 2025 | ​ | 2024 | ​ | (Decrease)
Slot coin-in | $ | 831,917 | ​ | ​ | $ | 802,072 | ​ | ​ | 3.7 | % | ​ | $ | 2,395,005 | ​ | ​ | $ | 2,302,698 | ​ | ​ | 4.0 | %
Slot win(1) | $ | 63,641 | ​ | ​ | $ | 62,201 | ​ | ​ | 2.3 | % | ​ | $ | 182,400 | ​ | ​ | $ | 174,610 | ​ | ​ | 4.5 | %
Slot hold percentage(2) | ​ | 7.6 | % | ​ | ​ | 7.8 | % | ​ | (0.2) | pts | ​ | ​ | 7.6 | % | ​ | ​ | 7.6 | % | ​ | — | pts
Table game drop | $ | 58,449 | ​ | ​ | $ | 55,733 | ​ | ​ | 4.9 | % | ​ | $ | 166,848 | ​ | ​ | $ | 150,472 | ​ | ​ | 10.9 | %
Table game win(1) | $ | 10,419 | ​ | ​ | $ | 9,185 | ​ | ​ | 13.4 | % | ​ | $ | 29,490 | ​ | ​ | $ | 27,038 | ​ | ​ | 9.1 | %
Table game hold percentage(2) | ​ | 17.8 | % | ​ | ​ | 16.5 | % | ​ | 1.3 | pts | ​ | ​ | 17.7 | % | ​ | ​ | 18.0 | % | ​ | (0.3) | pts

__________

(1) | Does not reflect reductions in casino revenues from discretionary complimentary goods and services that are provided by the Company.

(2) | The three-year averages for slot hold percentage and table game hold percentage were 7.5% and 18.1%, respectively. A significant portion of our results in the recent quarters reflect the opening of two new casinos. Their win percentages may differ from historical averages.

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The following discussion is based on our condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024.

​

Revenues. Consolidated total revenues improved by 3.0% (or $2.3 million) and 3.6% (or $7.9 million) for the three and nine months ended September 30, 2025, compared to the prior-year periods, due to the continued ramp-up of operations at our two newest properties, American Place and Chamonix. The sale of Stockman’s Casino in April 2025 and renovation-related disruptions surrounding our Grand Lodge Casino partially offset those revenue gains.

Operating Expenses. Consolidated operating expenses rose by 1.7% (or $1.3 million) for the three months ended September 30, 2025 as compared to the prior-year period, which benefited from the $2.0 million gain on the sale of Stockman’s real property in September 2024. Excluding the impact of such cost recovery in the prior-year period, consolidated operating expenses declined during the quarter.

For the nine months ended September 30, 2025, consolidated operating expenses rose by 3.7% (or $7.9 million), primarily due to the ramp-up of operations mentioned above at American Place and Chamonix, which resulted in increased casino and selling, general and administrative expenses. At American Place, casino expenses rose $4.8 million compared to the prior-year period, largely due to costs associated with increased volumes. At Chamonix, selling, general and administrative expenses increased $4.4 million due to it being only partially open in the prior-year period.

See further information within our reportable segments described below.

Interest Expense.

Interest expense, net, consists of the following:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
(In thousands) | ​ | September 30, | ​ | September 30,
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024
Interest expense (excluding bond fee amortization and discounts/premiums) | ​ | $ | 10,585 | ​ | $ | 10,585 | ​ | $ | 30,533 | ​ | $ | 31,461
Amortization of debt issuance costs and discounts/premiums | ​ |  | 744 | ​ |  | 751 | ​ |  | 2,219 | ​ |  | 2,236
Capitalized interest | ​ |  | (145) | ​ |  | (136) | ​ |  | (784) | ​ |  | (697)
Interest income and other | ​ | ​ | (56) | ​ | ​ | (153) | ​ | ​ | (189) | ​ | ​ | (680)
​ | ​ | $ | 11,128 | ​ | $ | 11,047 | ​ | $ | 31,779 | ​ | $ | 32,320

​

Net interest expense for the three months ended September 30, 2025 remained relatively flat at $11.1 million, compared to $11.0 million in the prior-year period. For the nine months ended September 30, 2025, the slight decrease in net interest expense was due to reductions in interest rates applied to the revolving credit facility than in the prior-year period. Interest income also declined compared to the prior-year periods, as we maintained higher cash balances throughout much of 2024 to complete the construction of Chamonix.

Income Tax Expense.

For the three months ended September 30, 2025 and 2024, we recognized income tax benefits of $14,000 and $0.1 million, respectively. This resulted in effective income tax rates of 0.2% and 1.5%, respectively, primarily due to our projections for pre‑tax book income in each of those years.

For the nine months ended September 30, 2025 and 2024, we recognized income tax provisions of $0.1 million and $0.2 million, respectively. This resulted in effective income tax rates of (0.3%) and (0.7%), respectively, primarily due to changes in valuation allowances, which were affected by the release of deferred tax liabilities in connection with the sale of Stockman’s intangible assets in April 2025.

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We do not expect to pay any federal income taxes or receive any federal tax refunds related to our 2025 results, as we anticipate an overall taxable loss for the period. We continue to evaluate, on a quarterly basis, the ability to realize our deferred tax assets and the need for a valuation allowance. The valuation allowance, and the potential reversal of such allowance, have no bearing on the taxes actually paid by the Company.

In July 2025, new U.S. tax legislation (“H.R. 1”) was signed into law, which makes permanent many of the tax provisions enacted in 2017, as part of the Tax Cuts and Jobs Act, that were set to expire at the end of 2025. In addition, H.R. 1 makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. We are still in the process of evaluating the new tax legislation, but we do not expect it to have a material impact on the results of our operations.

Operating Results – Reportable Segments

We manage our casinos based primarily on geographic regions within the United States and type of income. For more information, please refer to our earlier discussion within “Executive Overview” above.

The following table presents detail by segment of our consolidated revenues and Adjusted EBITDA; see “Non-GAAP Financial Measure” for additional information. Additionally, management uses Adjusted Segment EBITDA as the measure of segment profitability in accordance with GAAP.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | Three Months Ended | ​ | ​ |  | ​ | Nine Months Ended | ​ | ​ | ​
​ | ​ | September 30, | ​ | Increase / | ​ | September 30, | ​ | Increase /
​ |  | 2025 |  | 2024 |  | (Decrease) |  | 2025 |  | 2024 |  | (Decrease)
Revenues | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Midwest & South |  | $ | 58,325 | ​ | $ | 54,510 |  | 7.0 | % | ​ | $ | 173,300 | ​ | $ | 164,599 |  | 5.3 | %
West |  |  | 17,993 | ​ |  | 19,387 |  | (7.2) | % | ​ |  | 48,083 | ​ |  | 47,571 |  | 1.1 | %
Contracted Sports Wagering | ​ | ​ | 1,632 | ​ | ​ | 1,790 | ​ | (8.8) | % | ​ | ​ | 5,571 | ​ | ​ | 6,933 | ​ | (19.6) | %
​ |  | $ | 77,950 | ​ | $ | 75,687 |  | 3.0 | % | ​ | $ | 226,954 | ​ | $ | 219,103 |  | 3.6 | %
Adjusted Segment EBITDA and Adjusted EBITDA | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Midwest & South |  | $ | 11,552 | ​ | $ | 10,249 |  | 12.7 | % | ​ | $ | 37,414 | ​ | $ | 35,206 |  | 6.3 | %
West |  |  | 3,209 | ​ |  | 1,198 |  | 167.9 | % | ​ |  | (395) | ​ |  | 1,928 |  | N.M.
Contracted Sports Wagering | ​ | ​ | 1,542 | ​ | ​ | 2,037 | ​ | (24.3) | % | ​ | ​ | 5,333 | ​ | ​ | 6,549 | ​ | (18.6) | %
Adjusted Segment EBITDA |  |  | 16,303 | ​ |  | 13,484 |  | 20.9 | % | ​ |  | 42,352 | ​ |  | 43,683 |  | (3.0) | %
Corporate |  |  | (1,491) | ​ |  | (1,742) |  | (14.4) | % | ​ |  | (4,919) | ​ |  | (5,391) |  | (8.8) | %
Adjusted EBITDA |  | $ | 14,812 | ​ | $ | 11,742 |  | 26.1 | % | ​ | $ | 37,433 | ​ | $ | 38,292 |  | (2.2) | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Adjusted Segment EBITDA Margin | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Midwest & South | ​ | ​ | 19.8 | % | ​ | 18.8 | % | 1.0 | pts | ​ | ​ | 21.6 | % | ​ | 21.4 | % | 0.2 | pts
West | ​ | ​ | 17.8 | % | ​ | 6.2 | % | 11.6 | pts | ​ | ​ | (0.8) | % | ​ | 4.1 | % | (4.9) | pts
Contracted Sports Wagering | ​ | ​ | 94.5 | % | ​ | 113.8 | % | (19.3) | pts | ​ | ​ | 95.7 | % | ​ | 94.5 | % | 1.2 | pts

__________
N.M. Not meaningful.

​

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Midwest & South

Our Midwest & South segment includes Silver Slipper, Rising Star and American Place. Total revenues for the three and nine months ended September 30, 2025 increased by 7.0% (or $3.8 million) and 5.3% (or $8.7 million), respectively. Revenues at American Place, which opened its temporary facility in February 2023, increased 14.0% in the third quarter from the prior-year period to an all-time property record in the third quarter of 2025. This more than offset modest revenue declines at Silver Slipper and Rising Star.

Casino revenue increased by 11.5% (or $4.8 million) and 8.8% (or $11.1 million) for the three and nine months ended September 30, 2025. For the three months ended September 30, 2025, slot revenue increased by 9.2% (or $3.2 million) and table games revenue rose by 21.5% (or $1.5 million). For the nine months ended September 30, 2025, slot revenue increased by 8.5% (or $8.8 million) and table games revenue rose by 9.8% (or $2.2 million).

Non-casino revenue declined by 7.9% (or $1.0 million) and 6.1% (or $2.4 million) for the respective three and nine months ended September 30, 2025, primarily due to the discontinuation of unprofitable promotional programs at Silver Slipper. Food and beverage revenue declined by 7.0% (or $0.6 million) and 5.7% (or $1.5 million) for the respective three and nine months ended September 30, 2025, while hotel revenue declined by 16.8% (or $0.4 million) and 15.1% (or $0.9 million) for the corresponding periods during the year.

Adjusted Segment EBITDA rose by 12.7% (or $1.3 million) and 6.3% (or $2.2 million) for the respective three and nine months ended September 30, 2025, benefiting from revenue growth at American Place as mentioned above, as well as Silver Slipper’s focus on operational efficiencies. Partially offsetting these improvements were an increase in overall advertising activity, additional labor costs related to expanded food options, and a higher average gaming tax rate due to higher casino revenues, all at American Place.

West

Our West segment includes Bronco Billy’s, Chamonix, Grand Lodge, and Stockman’s (until the completion of its sale in April 2025). The market in Cripple Creek, Colorado, is typically seasonal, favoring the summer months. Our Nevada operations have also historically been seasonal, with the summer months accounting for a disproportionate share of annual revenues.

Total revenues declined by 7.2% (or $1.4 million) for the three months ended September 30, 2025, but improved by 1.1% (or $0.5 million) for the nine months ended September 30, 2025. These results reflect revenue growth at Chamonix, as well as the sale of Stockman’s in April 2025 and renovation-related disruptions at the Hyatt Lake Tahoe, which houses our Grand Lodge Casino.

Casino revenue declined by 7.7% (or $1.1 million) and 3.9% (or $1.4 million) for the respective three and nine months ended September 30, 2025, reflecting the sale of Stockman’s in April 2025. Slot revenue declined by 5.5% (or $0.7 million) and 5.0% (or $1.6 million) for the respective three and nine months ended September 30, 2025. Table games revenue declined by 20.7% (or $0.4 million) for the three months ended September 30, 2025 due to renovation disruptions at Grand Lodge, but improved by 5.6% (or $0.2 million) for the nine months ended September 30, 2025, attributable mostly to expanded table games operations at Chamonix/Bronco Billy’s.

Non-casino revenue declined by 5.6% (or $0.3 million) for the three months ended September 30, 2025, but rose by 17.7% (or $1.9 million) for the nine months ended September 30, 2025. Food and beverage revenue declined by 23.8% (or $0.5 million) and 3.5% (or $0.2 million) for the respective three and nine months ended September 30, 2025. Hotel revenue rose by 5.2% (or $0.1 million) and 33.6% (or $1.7 million) for the corresponding 2025 periods, due to the completion of Chamonix’s phased opening in October 2024 and its continuing ramp-up of operations.

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Adjusted Segment EBITDA rose 167.9% to $3.2 million in the third quarter of 2025, with $2.1 million of such amount generated by Chamonix/Bronco Billy’s in Colorado. In the prior-year period, Adjusted Segment EBITDA was $1.2 million, including $(0.7) million from our Colorado operations. As the Company’s newest property, Chamonix is early in its expected ramp-up, with operations expected to continue improving in the coming quarters and years. In March 2025, we hired a new general manager to lead our Chamonix and Bronco Billy’s operations, with a focus on profitable revenue growth and reducing inefficiencies. Of note, when comparing the first and second quarters of 2025, operating expenses at Chamonix/Bronco Billy’s were $1.2 million lower with flat revenues of $11.6 million. In the third quarter of 2025, the Adjusted Segment EBITDA Margin for the segment rose 11.6 percentage points to 17.8% from 6.2% in the prior-year period. For the nine months ended September 30, 2025, Adjusted Segment EBITDA was $(0.4) million compared to $1.9 million in the prior-year period, reflecting revenue declines as mentioned above and early inefficiencies related to Chamonix’s ramp-up of operations.

Contracted Sports Wagering

The Contracted Sports Wagering segment consists of our on-site and online sports wagering skins in Colorado, Indiana and Illinois.

​

Comparisons for both the three- and nine-month periods were adversely affected by fewer active sports wagering skins in the 2025 periods. Accordingly, revenues for the three months ended September 30, 2025 declined from $1.8 million in the prior-year period to $1.6 million, and Adjusted Segment EBITDA declined from $2.0 million to $1.5 million. For the nine months ended September 30, 2025, revenues declined from $6.9 million in the prior-year period to $5.6 million, and Adjusted Segment EBITDA declined from $6.5 million to $5.3 million.

​

Corporate

Corporate expenses for the three and nine months ended September 30, 2025 decreased by $0.3 million and $0.5 million, respectively, when compared to the prior-year periods, primarily due to decreases in accrued bonus compensation and certain third-party professional services fees. Corporate expenses were $1.5 million and $1.7 million for the three months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, corporate expenses were $4.9 million and $5.4 million, respectively.

​

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Non-GAAP Financial Measure

“Adjusted EBITDA” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset sales and disposals, project development and acquisition costs, and non-cash share-based compensation expense. Adjusted EBITDA information is presented solely as supplemental disclosure to measures reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”) because management believes this measure is (i) a widely used measure of operating performance in the gaming and hospitality industries and (ii) a principal basis for valuation of gaming and hospitality companies. In addition, a version of Adjusted EBITDA (known as Consolidated Cash Flow) is utilized in the covenants within the Credit Facility, although not necessarily defined in the same way as above. Adjusted EBITDA is not, however, a measure of financial performance or liquidity under GAAP. Accordingly, this measure should be considered supplemental and not a substitute for net income (loss) or cash flows as an indicator of the Company’s operating performance or liquidity.

​

The following table presents a reconciliation of net loss and operating income to Adjusted EBITDA:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | Three Months Ended | ​ | Nine Months Ended
​ | September 30, | ​ | September 30,
​ | 2025 |  | 2024 |  | 2025 |  | 2024
Net loss | $ | (7,678) | ​ | $ | (8,472) | ​ | $ | (27,826) | ​ | $ | (28,373)
Income tax (benefit) provision | ​ | (14) | ​ | ​ | (126) | ​ | ​ | 97 | ​ | ​ | 211
Interest expense, net | ​ | 11,128 | ​ | ​ | 11,047 | ​ | ​ | 31,779 | ​ | ​ | 32,320
Other | ​ | — | ​ | ​ | — | ​ | ​ | 50 | ​ | ​ | —
Operating income | ​ | 3,436 | ​ | ​ | 2,449 | ​ | ​ | 4,100 | ​ | ​ | 4,158
Project development costs | ​ | 57 | ​ | ​ | 52 | ​ | ​ | 231 | ​ | ​ | 55
Preopening costs | ​ | — | ​ | ​ | 42 | ​ | ​ | — | ​ | ​ | 2,462
Depreciation and amortization | ​ | 10,641 | ​ | ​ | 10,493 | ​ | ​ | 31,836 | ​ | ​ | 31,444
Loss on disposal of assets | ​ | — | ​ | ​ | — | ​ | ​ | 6 | ​ | ​ | 18
Loss (gain) on sale of Stockman’s, net of impairment | ​ | 4 | ​ | ​ | (2,000) | ​ | ​ | 209 | ​ | ​ | (2,000)
Stock-based compensation, net | ​ | 674 | ​ | ​ | 706 | ​ | ​ | 1,051 | ​ | ​ | 2,155
Adjusted EBITDA | $ | 14,812 | ​ | $ | 11,742 | ​ | $ | 37,433 | ​ | $ | 38,292

​

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The following tables present reconciliations of operating income (loss) to Adjusted Segment EBITDA and Adjusted EBITDA.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Three Months Ended September 30, 2025
(In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Adjusted
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Segment
​ | ​ | Operating | ​ | Depreciation | ​ | Loss on | ​ | Project | ​ | Stock- | ​ | EBITDA and
​ | ​ | Income | ​ | and | ​ | Sale of | ​ | Development | ​ | Based | ​ | Adjusted
​ |  | (Loss) |  | Amortization |  | Stockman’s |  | Costs |  | Compensation |  | EBITDA
Reporting segments | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Midwest & South | ​ | $ | 5,389 | ​ | $ | 6,163 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 11,552
West | ​ |  | (1,260) | ​ |  | 4,465 | ​ |  | 4 | ​ |  | — | ​ |  | — | ​ |  | 3,209
Contracted Sports Wagering | ​ | ​ | 1,542 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,542
​ | ​ |  | 5,671 | ​ |  | 10,628 | ​ |  | 4 | ​ |  | — | ​ |  | — | ​ |  | 16,303
Other operations |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Corporate | ​ |  | (2,235) | ​ |  | 13 | ​ |  | — | ​ |  | 57 | ​ |  | 674 | ​ |  | (1,491)
​ | ​ | $ | 3,436 | ​ | $ | 10,641 | ​ | $ | 4 | ​ | $ | 57 | ​ | $ | 674 | ​ | $ | 14,812

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Three Months Ended September 30, 2024
(In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Adjusted
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Segment
​ | ​ | Operating | ​ | Depreciation | ​ | Gain on | ​ | Project | ​ | ​ | ​ | Stock- | ​ | EBITDA and
​ | ​ | Income | ​ | and | ​ | Sale of | ​ | Development | ​ | Preopening | ​ | Based | ​ | Adjusted
​ | ​ | (Loss) | ​ | Amortization |  | Stockman’s | ​ | Costs | ​ | Costs | ​ | Compensation |  | EBITDA
Reporting segments | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Midwest & South | ​ | $ | 4,091 | ​ | $ | 6,158 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 10,249
West | ​ |  | (1,141) | ​ |  | 4,297 | ​ |  | (2,000) | ​ |  | — | ​ |  | 42 | ​ |  | — | ​ |  | 1,198
Contracted Sports Wagering | ​ | ​ | 2,037 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,037
​ | ​ |  | 4,987 | ​ |  | 10,455 | ​ |  | (2,000) | ​ |  | — | ​ |  | 42 | ​ |  | — | ​ |  | 13,484
Other operations |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Corporate | ​ |  | (2,538) | ​ |  | 38 | ​ |  | — | ​ |  | 52 | ​ |  | — | ​ |  | 706 | ​ |  | (1,742)
​ | ​ | $ | 2,449 | ​ | $ | 10,493 | ​ | $ | (2,000) | ​ | $ | 52 | ​ | $ | 42 | ​ | $ | 706 | ​ | $ | 11,742

​

​

​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Nine Months Ended September 30, 2025
(In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Adjusted
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Loss on | ​ | ​ | ​ | ​ | Stock- | ​ | Segment
​ | ​ | Operating | ​ | Depreciation | ​ | Loss on | ​ | Sale of | ​ | Project | ​ | Based | ​ | EBITDA and
​ | ​ | Income | ​ | and | ​ | Disposal | ​ | Stockman’s, | ​ | Development | ​ | Compensation, | ​ | Adjusted
​ |  | (Loss) |  | Amortization |  | of Assets |  | net |  | Costs |  | net |  | EBITDA
Reporting segments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Midwest & South | ​ | $ | 18,833 | ​ | $ | 18,575 | ​ | $ | 6 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 37,414
West | ​ |  | (13,817) | ​ |  | 13,213 | ​ |  | — | ​ |  | 209 | ​ |  | — | ​ |  | — | ​ |  | (395)
Contracted Sports Wagering | ​ | ​ | 5,333 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,333
​ | ​ |  | 10,349 | ​ |  | 31,788 | ​ |  | 6 | ​ |  | 209 | ​ |  | — | ​ |  | — | ​ |  | 42,352
Other operations | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Corporate | ​ |  | (6,249) | ​ |  | 48 | ​ |  | — | ​ |  | — | ​ |  | 231 | ​ |  | 1,051 | ​ |  | (4,919)
​ | ​ | $ | 4,100 | ​ | $ | 31,836 | ​ | $ | 6 | ​ | $ | 209 | ​ | $ | 231 | ​ | $ | 1,051 | ​ | $ | 37,433

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Nine Months Ended September 30, 2024
(In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Adjusted
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Segment
​ | ​ | Operating | ​ | Depreciation | ​ | Loss on | ​ | Gain on | ​ | Project | ​ | ​ | ​ | Stock- | ​ | EBITDA and
​ | ​ | Income | ​ | and | ​ | Disposal | ​ | Sale of | ​ | Development | ​ | Preopening | ​ | Based | ​ | Adjusted
​ |  | (Loss) |  | Amortization |  | of Assets |  | Stockman’s |  | Costs |  | Costs |  | Compensation |  | EBITDA
Reporting segments | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Midwest & South | ​ | $ | 16,134 | ​ | $ | 18,935 | ​ | $ | 18 | ​ | $ | — | ​ | $ | — | ​ | $ | 119 | ​ | $ | — | ​ | $ | 35,206
West | ​ |  | (10,827) | ​ |  | 12,412 | ​ |  | — | ​ |  | (2,000) | ​ |  | — | ​ |  | 2,343 | ​ |  | — | ​ |  | 1,928
Contracted Sports Wagering | ​ | ​ | 6,549 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6,549
​ | ​ |  | 11,856 | ​ |  | 31,347 | ​ |  | 18 | ​ |  | (2,000) | ​ |  | — | ​ |  | 2,462 | ​ |  | — | ​ |  | 43,683
Other operations |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Corporate | ​ |  | (7,698) | ​ |  | 97 | ​ |  | — | ​ |  | — | ​ |  | 55 | ​ |  | — | ​ |  | 2,155 | ​ |  | (5,391)
​ | ​ | $ | 4,158 | ​ | $ | 31,444 | ​ | $ | 18 | ​ | $ | (2,000) | ​ | $ | 55 | ​ | $ | 2,462 | ​ | $ | 2,155 | ​ | $ | 38,292

​

​

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Liquidity and Capital Resources

Cash Flows

At September 30, 2025, we had $30.9 million of cash and equivalents. Over the past several years, we invested in two new casinos (one of which has a hotel) that are now open to the public: the temporary facility at American Place, which opened in February 2023, and Chamonix, which opened in phases between December 2023 and October 2024. Such construction activity is now complete and both operations are in their ramp-up periods.

We estimate that between $10 million and $15 million of cash is used in our day-to-day operations. We believe that current cash balances, together with the available borrowing capacity under our revolving credit facility and cash flows from operating activities, will be sufficient to meet our liquidity and capital resource needs for the next 12 months of operations.

Cash flows – operating activities. On a consolidated basis, cash used in operations during the nine months ended September 30, 2025 was $2.1 million, compared to cash used in operations of $1.0 million in the prior-year period. Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but are also affected by changes in working capital. The change in operating cash flows for the nine months ended September 30, 2025, as compared to the prior-year period, was primarily related to the timing of our spending and its impact on working capital.

Cash flows – investing activities. On a consolidated basis, cash used in investing activities during the respective nine months ended September 30, 2025 and 2024 was $8.9 million and $37.7 million, both primarily related to the construction of Chamonix. During the recent period, we completed the surface parking lots at Chamonix, construction of which had been affected by a delay in receiving certain local approvals.

Cash flows – financing activities. On a consolidated basis, cash provided by financing activities during the nine months ended September 30, 2025 was $1.6 million, compared to cash used in financing activities of $1.3 million in the prior-year period. During 2025, we increased net borrowings from the Credit Facility by $3.0 million.

Other Factors Affecting Liquidity

We have significant outstanding debt and contractual obligations. Our principal debt matures in February 2028. Certain planned capital expenditures designed to grow the Company, such as the permanent American Place facility, are likely to require additional financing and/or temporarily reduce the Company’s ability to repay debt.

Our operations are subject to financial, economic, competitive, regulatory and other factors, many of which are beyond our control. Such future developments are highly uncertain and cannot be accurately predicted at this time.

Debt

Long-term Debt. At September 30, 2025, we had $450.0 million of principal indebtedness outstanding under the Notes and $30.0 million outstanding under the Credit Facility. We also owe $1.2 million related to our finance lease of a hotel at Rising Star. With the exception of the Credit Facility, all of our debt is at fixed interest rates. See Note 6 for details on our debt obligations.

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Other

Long-term Obligation. As required for our gaming licensure at American Place, we continue to accrue for an interest-free “Reconciliation Payment” that will be due to the Illinois Gaming Board (“IGB”) over a long-term basis (see Note 9). We currently estimate that a total of $53.5 million will be due to the IGB over the course of six years. Of the total amount, a discounted value of $44.6 million has been added to the valuation of our Illinois gaming license, while the remaining $9.0 million is expected to be expensed as imputed interest through the maturity of this obligation.

Capital Investments. In addition to normal maintenance capital expenditures, we expect to make significant capital investments once we commence construction of the permanent American Place facility. Significant construction of the permanent American Place facility is not expected to begin until funding for such construction is secured.

American Place. We were selected by the IGB to develop and operate American Place in Waukegan, Illinois. While the larger permanent facility is under development, we are operating the temporary American Place facility, which opened in February 2023. We expect to internally generate a portion of the needed funds to complete American Place, but we will likely need additional financing. While there is no certainty that we will be able to do so, we intend to arrange such additional funding concurrent with the refinancing of our existing debt. Our existing bonds are currently callable and otherwise scheduled to mature in February 2028. The construction budget for the permanent American Place facility, excluding capitalized interest, is approximately $302 million.

Other Capital Expenditures. Additionally, we may fund various other capital expenditure projects, depending on our financial resources. Our capital expenditures may fluctuate due to decisions regarding strategic capital investments in new or existing facilities, and the timing of capital investments to maintain the quality of our properties. No assurance can be given that any of our planned capital expenditure projects will be completed or that any completed projects will be successful. Our annual capital expenditures typically include some number of new slot machines and related equipment; to some extent, we can coordinate such purchases to match our resources.

We evaluate projects based on a number of factors, including profitability forecasts, length of the development period, the regulatory and political environment, and the ability to secure the funding necessary to complete the development or acquisition, among other considerations. No assurance can be given that any additional projects will be pursued or completed or that any completed projects will be successful.

Hyatt Owner’s Option to Purchase our Leasehold Interest and Related Assets. Our lease with the owner of the Hyatt Lake Tahoe to operate Grand Lodge currently expires on December 31, 2034. In the event of a significant renovation, the lessor may terminate the lease early with six months’ notice. Similar to previous lease arrangements, the lessor also has the ability to purchase our leasehold interest and related casino operating assets at any time prior to lease expiration. See Note 5 for more information.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Critical Accounting Estimates and Policies

We describe our critical accounting estimates and policies in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024. We also discuss our critical accounting estimates and policies in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the year ended December 31, 2024. There has been no significant change in our estimation methods since the end of 2024.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for which the Private Securities Litigation Reform Act of 1995 provides a safe harbor. These forward-looking statements can be identified by use of terms such as “believes,” “expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives,” “goals,” “aims,” “projects,” “forecasts,” “future,” “possible,” “seeks,” “may,” “could,” “should,” “will,” “might,” “likely,” “enable,” or similar words or expressions, as well as statements containing phrases such as “in our view,” “we cannot assure you,” “although no assurance can be given,” or “there is no way to anticipate with certainty.” Examples of forward-looking statements include, among others, statements we make regarding our plans, beliefs or expectations regarding our growth strategies; our expected construction budgets, estimated commencement and completion dates, expected amenities, and our expected operational performance for the American Place permanent facility; our expectations regarding our ability to generate operating cash flow and to obtain debt financing on reasonable terms and conditions for the construction of the permanent American Place facility; our expectations regarding our ability to refinance our outstanding debt; our investments in capital improvements and other projects, including the amounts of such investments, the timing of commencement or completion of such capital improvements and projects, and the resulting impact on our financial results; our expectations regarding the effect of management changes and operational improvements at our properties, including Chamonix; beliefs in connection with our marketing efforts, including our revamped marketing strategy at Chamonix and our ability to access the Colorado Springs and southern Denver markets; our expectations regarding the renovation-related disruptions at the Hyatt Lake Tahoe complex that houses our Grand Lodge Casino; our sports wagering contracts with third-party providers, including the expected revenues and expenses and our expectations regarding the operation and usage of our available idle sports wagering contracts, our ability to replace any terminated sports wagering contracts or our ability to operate sports wagering contracts ourselves; adequacy of our financial resources to fund operating requirements and planned capital expenditures and to meet our debt and contractual obligations; expected sources of revenue; anticipated sources of funds; anticipated or potential legislative actions; factors that affect the financial performance of our properties; adequacy of our insurance; competitive outlook; outcome of legal and litigation matters; impact of recently issued accounting standards; and estimates regarding certain accounting and tax matters, among others.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, those risks discussed in Part I, Item 1A—Risk Factors and throughout Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of our Annual Report on Form 10-K for the year ended December 31, 2024, and in Part II, Item 1A—Risk Factors and elsewhere of this Form 10-Q. In addition, you should consult other disclosures made by us (such as in our other filings with the SEC or in company press releases) for other factors that may cause actual results to differ materially from those projected by us. You should read this Form 10-Q, and the documents that we reference in this Form 10-Q and have filed with the SEC, and our Annual Report on Form 10-K for the year ended December 31, 2024, with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.

We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events or conditions, except as required by law. New risks emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ significantly from those forecast in any forward-looking statements. You should also be aware that while we communicate from time to time with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures — At September 30, 2025, we completed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, at September 30, 2025, our disclosure controls and procedures are effective at a reasonable assurance level in timely alerting them to material information relating to us, which is required to be included in our periodic SEC filings.

We have established controls and procedures designed at the reasonable assurance level to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting — There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 5. Other Information

During the quarter ended September 30, 2025, n o n e of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions and other matters arising in the normal course of business. We do not believe that the final outcome of these matters will have a material adverse effect on our condensed consolidated financial position or results of operations. We maintain what we believe is adequate insurance coverage to further mitigate the risks of such proceedings.

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Item 1A. Risk Factors

There were no material changes from the risk factors set forth under Part I, Item 1A “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024.

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Item 6. Exhibits

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​ | ​ | ​
Exhibit Number | ​ | Description
10.1 | ​ | Employment Agreement, dated July 11, 2025, between Full House Resorts, Inc. and Lewis A. Fanger (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 1-32583) filed on July 15, 2025)
10.2 | ​ | Employment Agreement, dated July 11, 2025, between Full House Resorts, Inc. and Elaine L. Guidroz (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No. 1-32583) filed on July 15, 2025)
31.1* | ​ | Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a)/15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* | ​ | Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a)/15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** | ​ | Certification of principal executive officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** | ​ | Certification of principal financial officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* | ​ | Inline XBRL Instance Document
101.SCH* | ​ | Inline XBRL Taxonomy Extension Schema Document
101.CAL* | ​ | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* | ​ | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* | ​ | Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* | ​ | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* | ​ | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​ | ​ | ​
​ | FULL HOUSE RESORTS, INC.
​ | ​ | ​
Date: November 6, 2025 | By: | /s/ DANIEL R. LEE
​ | ​ | Daniel R. Lee Chief Executive Officer (on behalf of the Registrant and as principal executive officer)
​ | ​ | ​
​ | ​ | ​
Date: November 6, 2025 | By: | /s/ LEWIS A. FANGER
​ | ​ | Lewis A. Fanger President and Chief Financial Officer (on behalf of the Registrant and as principal financial officer and as principal accounting officer)

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