The following discussion of our results of operations and financial condition
should be read together with the other financial information and consolidated
financial statements included in this Form 10-K. This discussion contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from the results anticipated in the
forward-looking statements as a result of a variety of factors, including those
discussed in Part I, Item 1A.   "Risk Factors"   and elsewhere in this Annual
Report on Form 10-K. 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."

Executive Overview



Our primary business is the ownership and/or operation of casino and related
hospitality and entertainment facilities, which includes offering casino
gambling, hotel accommodations, dining, golfing, RV camping, sports betting,
entertainment and retail outlets, among other amenities. 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. Construction continues for a seventh property,
Chamonix Casino Hotel ("Chamonix"), adjacent to our existing Bronco Billy's
Casino and Hotel in Cripple Creek, Colorado. We are also designing our permanent
American Place casino destination, which will be built adjacent to a temporary
facility that we opened in February 2023 named The Temporary by American Place
("The Temporary") (see Note 12 to the consolidated financial statements set
forth in Part II, Item 8. "Financial Statements and Supplementary Data"). We
intend to operate The Temporary until the opening of American Place.
Additionally, we benefit from seven permitted sports wagering "skins" - three in
Colorado, three in Indiana, and one in Illinois. Other companies operate or will
operate these online sports wagering websites under their brands, paying us a
percentage of revenues, as defined, subject to annual minimum amounts.

In addition to our Contracted Sports Wagering segment, we view each of the states that we operate in as distinct operating segments. Our portfolio consists of the following:



Segments and Properties                                                     Locations

Colorado

Bronco Billy's Casino and Hotel                                            Cripple Creek, CO (near Colorado Springs)
Chamonix Casino Hotel (under construction)                                 Cripple Creek, CO (near Colorado Springs)
Illinois
The Temporary by American Place (opened on February 17, 2023)              Waukegan, IL
and American Place (under development)                                     (northern suburb of Chicago)
Indiana
Rising Star Casino Resort                                                  Rising Sun, IN (near Cincinnati)
Mississippi
Silver Slipper Casino and Hotel                                            Hancock County, MS (near New Orleans)
Nevada
Grand Lodge Casino                                                         Incline Village, NV
(leased and part of the Hyatt Regency Lake Tahoe Resort, Spa and Casino)   (North Shore of Lake Tahoe)
Stockman's Casino                                                          Fallon, NV (one hour east of Reno)
Contracted Sports Wagering
Three sports wagering websites ("skins")                                  

Colorado


Three sports wagering websites ("skins")                                  

Indiana

One sports wagering website ("skin"), expected to commence Spring 2023 Illinois




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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, 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 sports book operations are in
partnership with a company specializing in race and sports betting. At Rising
Star, Bronco Billy's, and The Temporary/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. 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, epidemics,
widespread health emergencies, or outbreaks of infectious diseases such as the
coronavirus.

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 or year are not necessarily
comparable and may not be indicative of results in future periods.

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

American Place. In December 2021, we were selected by the IGB to develop and
operate American Place, our proposal for a casino and entertainment destination
in Waukegan, Illinois. While the larger, more lavish American Place facility is
under construction, we will operate a temporary casino facility, aptly named The
Temporary. Opened in February 2023, The Temporary was designed to include
approximately 1,000 slot machines, 50 table games, a fine-dining restaurant, two
additional restaurants, and a center bar. The permanent American Place facility
is expected to include a world-class casino with a state-of-the-art sportsbook;
a premium boutique hotel comprised of twenty luxurious villas; a 1,500-seat live
entertainment venue; and various food and beverage outlets.

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To accommodate operations for The Temporary, as well as construction of the
permanent American Place facility, we entered into a 99-year ground lease (the
"Ground Lease") with the City of Waukegan, Illinois (the "City") in January 2023
for approximately 32 acres of land (the "City-Owned Parcel"), which is adjacent
to a 10-acre parcel of land that we purchased in March 2022 for $7.5 million.
Annual rent under the Ground Lease is the greater of (i) $3.0 million or
(ii) 2.5% of Adjusted Gross Receipts (as defined) generated by either the
Temporary or American Place. The Ground Lease is only terminable to the extent
that the Development and Host Community Agreement with the City is terminated.
We have the right to purchase the City-Owned Parcel at any time during the term
of the Ground Lease for $30 million, but if we do so prior to the opening of
American Place, then we must continue to pay rent due to the City under the
Ground Lease until the permanent casino is open. For more information, see
Note 12 to the consolidated financial statements set forth in Part II, Item 8.
"Financial Statements and Supplementary Data."

Debt Financing. On February 21, 2023, we issued $40.0 million of Additional
Notes.  The Additional Notes were issued pursuant to an amended indenture
governing the $410 million of Existing Notes.  In connection with the issuance
of the Additional Notes, we entered into a Fourth Supplemental Indenture with
Wilmington Trust, National Association, as trustee, dated February 21, 2023 (as
further amended, the "Indenture").  The Additional Notes are treated as a single
series of senior secured debt securities with the Existing Notes and as a single
class for all purposes under the Indenture, including, without limitation,
waivers, amendments, redemptions and offers to purchase.  Proceeds from the
offering, net of related expenses and discounts, were approximately $34 million.

The Notes bear interest at a rate of 8.25% per year and mature on February 15, 2028. Interest on the Notes is payable on February 15 and August 15 in arrears of each year.


Also on February 21, 2023, we entered into a Second Amendment to the Credit
Agreement with Capital One, National Association ("Capital One"), which, among
other things, increased the amount of additional Indebtedness permitted under
our Credit Agreement, dated as of March 31, 2021 (as further amended, the
"Credit Agreement"), permitting the issuance of the Additional Notes.

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
Guarantor's general senior secured obligations, subject to the terms of the
Collateral Trust Agreement (as defined in the Indenture), ranking senior in
right of payment to all of the Company's and the Guarantor's existing and future
debt that is expressly subordinated in right of payment to the Notes and the
Guarantees, if any, and ranking equally in right of payment with all of the
Company's and the Guarantors' existing and future senior debt.

The Notes, together with borrowings under the Credit Facility, are equally and
ratably secured by a first priority security interest in, subject to certain
exceptions and limitations and the terms of the Collateral Trust Agreement, the
Company's and the Guarantors' furniture, equipment, inventory, accounts
receivable, other personal property and real property.  Additionally, the Notes
(but not the borrowings under the Credit Facility) are secured by a first
priority security interest in the securities accounts and the deposit accounts
established pursuant to the Cash Collateral and Disbursement Agreement.

Sports Wagering in Illinois. In May 2022, we signed a retail and mobile sports
wagering contract for Illinois. Such operations are expected to commence in
Spring 2023, pending the receipt of customary gaming approvals.  We received an
upfront fee of $5 million, which was capitalized and will be amortized over the
eight-year term of the agreement that is expected to commence in Spring 2023.
 We will receive a percentage of revenues (as defined), subject to an annual
minimum of $5 million. For more information, see   Note 9   to the consolidated
financial statements set forth in Part II, Item 8. "Financial Statements and
Supplementary Data."

Sports Wagering in Colorado. In December 2022, we entered into a contract with a
third-party to operate mobile sports wagering under our permitted third skin in
Colorado. The 10-year agreement began its contractual term in March 2023. Such
agreement replaces an unrelated operator that ceased operations in May 2022. In
total, we have three sports wagering agreements in Colorado, for which we
receive a percentage of revenues (as defined), subject to annual minimums
totaling $3 million. For more information, see   Note 9   to the consolidated
financial statements set forth in Part II, Item 8. "Financial Statements and
Supplementary Data."

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COVID-19 Pandemic Update. The COVID-19 pandemic continues to evolve and certain
precautionary and stimulus measures, as well as other factors, have created
economic uncertainty both in the United States and globally, as well as
significant and prolonged volatility in, and disruption to, financial markets,
labor markets and supply chains. Global supply chain disruptions and other world
events have resulted in shipping delays, increased shipping costs, supply
shortages, and inflationary pressures, including increases in prices for fuel,
food, building materials, labor, and other items. These increased costs, labor
shortages, and supply shortages continued to put additional constraints on our
operating business and our construction projects for the year ended
December 31, 2022. We do not know when, or if, these cost, labor, and supply
chain issues will materially alleviate and, accordingly, they may continue to
impact our existing business and our construction projects.

We believe that we have a strong balance sheet and sufficient liquidity in
place. As of December 31, 2022, we had total cash and cash equivalents of
$191.2 million, including $134.6 million of restricted cash reserved to fund the
construction of Chamonix, and availability under our revolver. As noted above,
we further augmented our liquidity in the first quarter of 2023 through the
issuance of $40.0 million of Additional Notes, as well as the drawdown of
$36.0 million under our Credit Facility.

Key Performance Indicators

We use several key performance indicators to evaluate the operations of our properties. These key performance indicators include the following:

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.

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 at the tables 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.

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 furnished to
customers free of charge, are included in the calculation of the hotel occupancy
rate.

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



Management uses Adjusted EBITDA as a measure of our performance. For a
description of Adjusted EBITDA see   "Non-GAAP Measure."   We utilize Adjusted
Segment EBITDA 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   to the consolidated financial
statements set forth in Part II, Item 8. "Financial Statements and Supplementary
Data." Additionally, we use Adjusted Segment EBITDA Margin, which is calculated
by dividing Adjusted Segment EBITDA by the property's revenues.

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Results of Operations 2022 Compared to 2021

Consolidated operating results

The following tables summarize our consolidated operating results for the years ended December 31, 2022 and 2021:



                                                        Year Ended
(In thousands)                                         December 31,          Increase /
                                                     2022         2021       (Decrease)
Revenues                                          $  163,281    $ 180,159       (9.4) %
Operating expenses                                   150,598      142,605         5.6 %
Operating income                                      12,683       37,554      (66.2) %

Interest and other non-operating expenses, net        27,518       25,413         8.3 %
Income tax (benefit) expense                            (31)          435  

  (107.1) %
Net (loss) income                                 $ (14,804)    $  11,706     (226.5) %


                                  Year Ended
(In thousands)                  December 31,          Increase /
                              2022         2021       (Decrease)
Casino revenues
Slots                       $  99,490    $ 113,612      (12.4) %
Table games                    13,535       13,749       (1.6) %
Other                             851        3,070      (72.3) %
                              113,876      130,431      (12.7) %

Non-casino revenues, net
Food and beverage              26,494       27,347       (3.1) %
Hotel                           9,282        9,624       (3.6) %
Other                          13,629       12,757         6.8 %
                               49,405       49,728       (0.6) %
Total revenues              $ 163,281    $ 180,159       (9.4) %


                                       Year Ended
                                     December 31,           Increase /
(In thousands)                    2022           2021       (Decrease)

Slot coin-in                  $ 1,837,852    $ 1,951,311      (5.8) %
Slot win(1)                   $   135,793    $   148,232      (8.4) %
Slot hold percentage(2)               7.4 %          7.6 %    (0.2) pts
Table game drop               $    76,130    $    77,104      (1.3) %
Table game win(1)             $    13,733    $    13,823      (0.7) %

Table game hold percentage(2) 18.0 % 17.9 % 0.1 pts

__________

Does not reflect reductions in casino revenues from "discretionary comps." (1) For details on our customer loyalty programs, see Note 2 to the

consolidated financial statements set forth in Part II, Item 8. "Financial

Statements and Supplementary Data."

(2) The three-year averages for slot hold percentage and table game hold


    percentage were 7.5% and 17.9%, respectively.


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The following discussion is based on our consolidated financial statements for the years ended December 31, 2022 and 2021.



Revenues. Consolidated revenues decreased by 9.4% (or $16.9 million) in 2022,
primarily due to a $14.9 million decline in slot revenues from lower volumes at
our three properties in Colorado, Mississippi, and Indiana. These lower volumes
can be primarily attributed to the absence of government stimulus programs of
the same scale as in 2021; construction disruptions at Bronco Billy's to advance
the completion of our Chamonix project; the launch of competing online sports
wagering in Louisiana in January 2022; and adverse weather in December 2022
across several properties. Additionally, our revenues were impacted by factors
that are inherently hard to quantify, as discussed in the "Recent Developments -
  COVID-19 Pandemic Update  " section. These include inflationary pressures,
which could affect the spending pattern of customers, as well as labor shortages
for us to meet the demands of potential customers. "Other Non-casino Revenues"
includes $7.2 million of revenue related to our contracted sports wagering
agreements in 2022, compared to $5.9 million in 2021. See "Operating Results -

Reportable Segments " below for details.



Operating expenses. Consolidated operating expenses increased by 5.6% (or
$8.0 million) in 2022, primarily due to $9.5 million of additional preopening
costs for The Temporary and Chamonix and a $2.6 million increase to food and
beverage costs. Such amounts were partially offset by a $4.0 million decrease in
casino costs tied to lower volumes than in 2021, as noted above.

See further information within our reportable segments described below.

Interest and other non-operating expense, net.



Interest Expense

(In thousands)                                                          Year Ended
                                                                       December 31,
                                                                     2022         2021

Interest expense (excluding bond fee amortization and premium) $ 33,496 $ 24,179 Amortization of debt issuance costs, discounts and premiums


1,649        1,349
Capitalized interest                                                (10,802)      (1,871)
Interest income and other                                            (1,355)            -
                                                                  $   22,988    $  23,657


Interest expense decreased marginally due to increases in capitalized interest
related to construction of The Temporary and Chamonix projects, as well as
interest income earned during the year. Both items more than offset the
increased interest expense that resulted from the February 2022 issuance of $100
million of additional senior secured notes. See   Note 6   to the consolidated
financial statements set forth in Part II, Item 8. "Financial Statements and
Supplementary Data" for a more detailed discussion.

Other non-operating expense, net


In 2022, we incurred $4.5 million of other non-operating expense, primarily
consisting of debt modification costs related to our offering of $100 million of
additional notes in February 2022. In 2021, we incurred $1.8 million of other
non-operating expense, which included $0.4 million for the extinguishment of
prior debts and $1.3 million for the settlement of our former warrants. See

Note 6 to the consolidated financial statements set forth in Part II, Item 8. "Financial Statements and Supplementary Data" for a more detailed discussion.



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Income taxes. Our effective income tax rates for the years ended
December 31, 2022 and 2021 were 0.2% and 3.6%, respectively. Our tax rates
differ from the statutory rate of 21.0% primarily due to changes in valuation
allowance and items that are permanently treated differently for GAAP and tax
purposes. During 2022, we continued to provide a valuation allowance against our
deferred tax assets ("DTAs"), net of any available deferred tax liabilities, as
applicable, based on our analysis of the timing of reversal of such deferred
taxes. For 2022, the valuation allowance was $15.2 million, compared to
$9.9 million for 2021. In future years, if it is determined that we meet the
more likely than not threshold of utilizing our DTAs, then we may reverse some
or all of our valuation allowance.

We do not expect to pay any federal income taxes or receive any federal tax
refunds related to our 2022 results. We used net operating loss carryforwards
from previous years to offset taxable income generated in 2022. Due to the level
of uncertainty regarding sufficient prospective income as measured under GAAP,
we maintain a valuation allowance against our DTAs, as mentioned above. See

Note 8 to the consolidated financial statements set forth in Part II, Item 8. "Financial Statements and Supplementary Data" for a more detailed discussion.

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 the   "Executive Overview"   section.

The following table presents detail by segment of our consolidated revenues and
Adjusted EBITDA (see   "Non-GAAP Measure"   for more information). Additionally,
management uses Adjusted Segment EBITDA as its measure of segment profitability
in accordance with GAAP.

(In thousands)                                       Year Ended
                                                   December 31,          Increase /
                                                 2022         2021       (Decrease)
Revenues
Mississippi                                    $  80,860    $  90,628     (10.8) %
Indiana                                           39,090       41,435      (5.7) %
Colorado                                          16,185       23,660     (31.6) %
Nevada                                            19,950       18,516        7.7 %
Contracted Sports Wagering                         7,196        5,920       21.6 %
                                               $ 163,281    $ 180,159      (9.4) %
Adjusted Segment EBITDA and Adjusted EBITDA
Mississippi                                    $  19,488    $  29,843     (34.7) %
Indiana                                            6,888        8,736     (21.2) %
Colorado                                           (688)        5,545    (112.4) %
Nevada                                             4,908        4,933      (0.5) %
Contracted Sports Wagering                         7,127        5,890       21.0 %
Adjusted Segment EBITDA                           37,723       54,947     (31.3) %
Corporate                                        (5,589)      (7,733)     (27.7) %
Adjusted EBITDA                                $  32,134    $  47,214     (31.9) %

Adjusted Segment EBITDA Margin
Mississippi                                         24.1 %       32.9 %    (8.8) pts
Indiana                                             17.6 %       21.1 %    (3.5) pts
Colorado                                           (4.3) %       23.4 %   (27.7) pts
Nevada                                              24.6 %       26.6 %    (2.0) pts
Contracted Sports Wagering                          99.0 %       99.5 %    (0.5) pts


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Mississippi

Our Mississippi segment consists of the Silver Slipper Casino and Hotel. The
prior year was among the best in the property's history in terms of casino
revenue and total revenue, benefiting from the issuance of government stimulus
checks to customers. Compared to 2021, total revenues during 2022 decreased by
10.8% (or $9.8 million), primarily due to declines in casino revenue of 14.5%
(or $9.2 million). During 2022, slot revenue declined by 12.4% (or $6.6 million)
due to lower volumes. Other casino revenues declined by $2.2 million during
2022, primarily from our on-site sports book that was impacted by the
competitive launch of online sports wagering in January 2022 within nearby
Louisiana.

Non-casino revenue decreased by 2.3% (or $0.6 million) during 2022, also due to
lower volumes during the year. The majority of our non-casino revenue comes from
our food and beverage operations, which revenue declined by 2.6%
(or $0.5 million). Hotel revenue rose by 1.1% (or $0.1 million), due to higher
average daily room rates as compared to 2021, despite a decline in hotel
occupancy rates to 91.7% in 2022, as compared to 93.6% in 2021.

Adjusted Segment EBITDA decreased by 34.7% (or $10.4 million) from the prior
year, reflecting revenue declines from a lack of stimulus payments and the
launch of online sports wagering in Louisiana mentioned above; a $1.8 million
increase in food costs; and a $1.4 million increase in property insurance costs.

Indiana



Our Indiana segment consists of Rising Star Casino Resort. Similar to the Silver
Slipper, total revenues for the prior year benefited from customers receiving
government stimulus payments. Additionally, a nearby facility with "historical
racing machines" (which are a form of slot machine) opened in September 2022. As
a result, total revenues for 2022 decreased by 5.7% (or $2.3 million), compared
to 2021, due to declines in casino revenue of 7.6% (or $2.2 million). During
2022, slot revenue declined by 5.7% (or $1.5 million) due to lower volumes,
while table game revenue declined by $0.7 million.

Non-casino revenue declined by 0.8% (or $0.1 million) during 2022, also from
lower volumes. Increases in food and beverage revenue of 12.0% (or $0.4 million)
nearly offset decreases in other non-casino revenue (3.1%, or $0.1 million) and
hotel revenue (9.7%, or $0.4 million). Total occupied room-nights declined by
9.2% in 2022 to 47,587 room-nights from 51,951 room-nights in 2021, and average
daily room rates also declined.

Adjusted Segment EBITDA decreased by 21.2% (or $1.8 million) from the prior year
due to lower volumes as discussed above. Lower volumes led to declines in many
variable costs, such as gaming taxes, related fees, and payroll. However,
marketing costs during 2022 increased by $0.5 million to address lower volumes,
as 2021 was assisted by the issuance of government stimulus checks to customers.

Colorado



Our Colorado segment includes Bronco Billy's Casino and Hotel and the Chamonix
project. The Colorado gaming market, including Cripple Creek, has shown
significant growth since betting limits were eliminated in May 2021. Bronco
Billy's, however, has incurred significant construction disruption, including
temporarily-reduced gaming and restaurant capacity and the temporary absence of
all on-site hotel rooms and on-site self-parking. Total revenues for 2022
decreased by 31.6% (or $7.5 million) when compared to 2021, reflecting business
disruptions to accommodate the construction of Chamonix.

Casino revenue for 2022 decreased by 33.0% (or $6.7 million), compared to 2021,
which was largely due to the construction disruptions mentioned above. Slot
revenue declined by 34.5% (or $6.8 million) during 2022. Table games revenue
rose by 18.7% (or $0.1 million) during 2022 due to a higher hold percentage and
increased volumes versus 2021, when table games operations resumed in
February 2021 under pandemic-related constraints.

Non-casino revenue decreased by 23.2% (or $0.8 million) during 2022, due to declines in food and beverage revenue of 26.6% (or $0.6 million) after the temporary closure of the property's steakhouse since May 2022 and, to a lesser extent, declines in ATM and related surcharge income of $0.1 million.



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Adjusted Segment EBITDA decreased by $6.2 million, from positive Adjusted
Segment EBITDA of $5.5 million to an Adjusted Segment EBITDA loss of $688,000,
due to significant disruptions in 2022 from the construction of Chamonix, as
mentioned above. Similar to Rising Star, lower volumes also led to declines in
many variable costs, such as gaming taxes, gaming position fees, and food and
beverage costs. To alleviate the lack of on-site parking, Bronco Billy's
currently offers complimentary valet parking and a free shuttle service to an
off-site parking lot, resulting in additional expenses. The casino has also
maintained much of its payroll, despite reduced activity levels, anticipating
the need for the larger workforce required to open and operate Chamonix.

In addition to construction disruption due to our neighboring Chamonix project,
we are currently undergoing a modest refurbishment of a portion of Bronco
Billy's, which began in May 2022. Accordingly, Bronco Billy's contribution to
earnings was impacted by the casino refurbishment (which was completed in
December 2022), and will likely continue to be impacted until restaurant work at
Bronco Billy's is completed in the third quarter of 2023 and Chamonix begins its
phased opening, potentially also in the third quarter of 2023. When Chamonix
opens, Bronco Billy's will share the significant on-site parking garage, valet
and surface parking capacity of the new casino, and also benefit from Chamonix's
adjoining 300-guestroom hotel.

The market in Cripple Creek is seasonal, favoring the summer months.

Nevada


The Nevada segment consists of the Grand Lodge and Stockman's casinos. Our
Nevada operations have historically been seasonal, with the summer months
accounting for a disproportionate share of annual revenues. Additionally,
snowfall levels during the winter months can often affect operations, as Grand
Lodge Casino is located near several major ski resorts. We typically benefit
from a "good" snow year, resulting in extended periods of operation at the
nearby ski areas, although at times, major snowstorms can restrict access to the
property.

Total revenues for 2022 increased by 7.7% (or $1.4 million), compared to 2021,
primarily due to higher casino revenue at Grand Lodge. Casino revenue increased
by 9.1% (or $1.5 million) in 2022 due to higher revenue from both our slots and
table games departments. Slot revenue rose by 5.4% (or $0.8 million) and table
games revenue rose by 34.3% (or $0.8 million) in 2022, due to increases in both
volumes and higher hold percentages. During the third quarter of 2021, Grand
Lodge  was adversely affected by significant wildfires in the area.
Additionally, in July 2022, Stockman's resumed table games operations, which had
remained closed since March 2020.

Adjusted Segment EBITDA was relatively flat at $4.9 million each for 2022 and
2021. Increased volumes - largely reflecting the recovery of tourism to the Lake
Tahoe region at Grand Lodge during 2022 - resulted in higher variable costs,
such as gaming taxes, related fees, and payroll.

Contracted Sports Wagering

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



For 2022, revenues increased by 21.6% or ($1.3 million) and Adjusted Segment
EBITDA increased by 21.0% or ($1.2 million), compared to 2021, which results
reflect an additional skin that contractually went live on December 1, 2021, as
well as an acceleration of deferred revenue for two agreements (one in each of
Indiana and Colorado) that ceased operations in May 2022, when one of our
contracted parties ceased operations, each in Indiana and Colorado. In
December 2022, we entered into a sports wagering agreement to replace such
operator in Colorado. We are currently evaluating whether to utilize the
remaining skin in Indiana ourselves or to find a replacement operator for such
skin. However, there is no certainty that we will be able to enter into an
agreement with a replacement operator or successfully operate the skin
ourselves.

Additionally, the results of this segment do not yet include income contribution
from our agreement for a third party to operate on-site and online sports
betting in Illinois. Under such agreement, we will receive a percentage of
revenues, as defined in the contract, subject to an annualized minimum of
$5 million, with minimal expected expenses. We anticipate the Illinois sports
operations will begin in Spring 2023, subject to customary regulatory approvals.
For details, see   Note 9   to the consolidated financial statements set forth
in Part II, Item 8. "Financial Statements and Supplementary Data."

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Corporate

Corporate expenses declined by 27.7% (or $2.1 million) in 2022. In 2021, we
incurred $2.1 million of costs related to non-recurring corporate initiatives.
Additionally, increases to certain third-party costs were offset by a decrease
in accrued bonus compensation.

Non-GAAP 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 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 our 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 our operating performance
or liquidity.

The following table presents a reconciliation of net (loss) income to Adjusted
EBITDA:

(In thousands)                                                Year Ended
                                                            December 31,
                                                           2022         2021
Net (loss) income                                       $ (14,804)    $ 11,706

Income tax (benefit) expense                                  (31)        

435


Interest expense, net                                       22,988      

23,657

Loss on modification and extinguishment of debt, net 4,530 409 Adjustment to fair value of warrants

                             -       

1,347


Operating income                                            12,683      

37,554


Project development costs, net                                 228        

782


Preopening costs                                             9,558         

17


Depreciation and amortization                                7,930       

7,219


Loss on disposal of assets, net                                 42        

676
Stock-based compensation                                     1,693         966
Adjusted EBITDA                                         $   32,134    $ 47,214


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



For the Year Ended December 31, 2022
(In thousands)
                                                    Loss /                                                          Adjusted
                                                    (gain)                                                          Segment
                   Operating     Depreciation         on           Project                          Stock-         EBITDA and
                     Income           and          Disposal      Development      Preopening         Based          Adjusted
                     (Loss)      Amortization     of Assets         Costs           Costs        Compensation        EBITDA

Reporting segments
Mississippi        $   16,684    $       2,757    $       47    $           -    $          -    $           -    $     19,488
Indiana                 4,532            2,356             -                -               -                -           6,888
Colorado              (3,544)            1,429           (5)                -           1,432                -           (688)
Nevada                  3,938              970             -                -               -                -           4,908
Contracted
Sports Wagering         7,127                -             -                -               -                -           7,127
                       28,737            7,512            42                -           1,432                -          37,723
Other operations
Corporate            (16,054)              418             -              228           8,126            1,693         (5,589)
                   $   12,683    $       7,930    $       42    $         228    $      9,558    $       1,693    $     32,134


For the Year Ended December 31, 2021
(In thousands)
                                                                                                                     Adjusted
                                                                                                                     Segment
                   Operating     Depreciation      Loss on         Project                           Stock-         EBITDA and
                     Income           and          Disposal      Development      Preopening         Based           Adjusted
                     (Loss)      Amortization     of Assets         Costs           Costs         Compensation        EBITDA
Reporting segments
Mississippi        $   26,553    $       2,701    $      589    $           -    $          -    $            -    $     29,843
Indiana                 6,396            2,340             -                -               -                 -           8,736
Colorado                3,959            1,482            87                -              17                 -           5,545
Nevada                  4,386              547             -                -               -                 -           4,933
Contracted

Sports Wagering         5,890                -             -                -               -                 -           5,890
                       47,184            7,070           676                -              17                 -          54,947
Other operations
Corporate             (9,630)              149             -              782               -               966         (7,733)
                   $   37,554    $       7,219    $      676    $         782    $         17    $          966    $     47,214


Operating expenses deducted to arrive at operating income (loss) in the above
tables include facility rents related to: (i) Mississippi of $2.0 million in
2022 and $2.3 million in 2021, (ii) Nevada of $1.8 million in both 2022 and
2021, and (iii) Colorado of $12,000 in 2022 and $0.6 million in 2021. During
2022, $0.9 million of qualifying rent in Colorado was reclassified to preopening
costs for our Chamonix construction project. Finance lease payments of
$0.7 million in both 2022 and 2021 related to Rising Star's smaller hotel within
the Indiana segment are not deducted, as such payments are accounted for as
interest expense and amortization of debt related to the finance obligation.

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Liquidity and Capital Resources

Cash Flows



As of December 31, 2022, we had $191.2 million of cash and equivalents,
including $134.6 million of restricted cash dedicated to the construction of
Chamonix. Subsequent to year-end, we closed on the issuance of additional senior
secured notes, resulting in net proceeds of approximately $34 million. We
currently estimate that between $10 million and $15 million of cash is required
for our day-to-day operations, including on-site cash in our slot machines,
change and redemption kiosks, and cages. We believe that current cash balances,
together with the available borrowing capacity under our revolving credit
facility and cash flows from operating activities across our six properties
(including The Temporary, which opened in February 2023), 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 provided by
operations during 2022 was $4.4 million, compared to $29.5 million in 2021.
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.
Our operating cash flows decreased in 2022 primarily due to decreases in
revenues and income, which includes preopening expenses incurred for The
Temporary (which opened in February 2023) and Chamonix.

Cash flows - investing activities. On a consolidated basis, cash used in
investing activities during 2022 was $172.1 million, primarily related to
capital expenditures for Chamonix and The Temporary/American Place. In 2021,
such amount was $37.2 million, primarily for our Chamonix construction project
and real estate purchases in Cripple Creek, as well as to repair hurricane
damage at Silver Slipper.

Cash flows - financing activities. On a consolidated basis, cash provided by
financing activities during 2022 was $93.6 million, while cash provided by
financing activities during 2021 was $235.3 million. In February 2022, we
received $102.0 million of gross proceeds from the issuance of additional senior
secured notes to construct The Temporary. In February and March 2021,
respectively, we received $310.0 million of gross proceeds from the issuance of
our 2028 Notes and $46.0 million of gross proceeds from our underwritten equity
offering. These cash inflows in 2021 were partially offset by the payoff of the
Prior Notes (including the related prepayment premiums), as well as expenses
related to our debt and equity offerings.

Other Factors Affecting Liquidity



We have significant outstanding debt and contractual obligations, in addition to
planned capital expenditures related to the construction of Chamonix and
American Place. Our principal debt matures in February 2028. Certain planned
capital expenditures designed to grow the Company, such as the permanent
American Place facility and the potential future expansion of Silver Slipper,
may 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 factors include the
potential effects of COVID-19 and its variants. The extent to which our
liquidity in future periods may be affected by COVID-19 and its variants may
largely depend on future developments. Such future developments are highly
uncertain and cannot be accurately predicted at this time, as discussed under

"Recent Developments."



Long-Term Debt. At December 31, 2022, we had $410.0 million of principal
indebtedness outstanding under the Existing Notes as issued in February 2021 and
February 2022, and no drawn amounts under the Credit Facility or any outstanding
letters of credit. With the exception of our Credit Facility, we have fixed
interest rates on the remainder of our debt.

See Note 6 and Note 12 to the consolidated financial statements set forth in Part II, Item 8. "Financial Statements and Supplementary Data" for details on our debt obligations.



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Hyatt Option to Purchase our Leasehold Interest and Related Assets. Our lease
with Hyatt to operate the Grand Lodge Casino currently has an option for Hyatt
to purchase our leasehold interest and related casino operating assets. The
lease, which has been extended several times in the past, was subsequently
extended through December 31, 2024. See   Note 7   and   Note 12   to the
consolidated financial statements set forth in Part II, Item 8. "Financial
Statements and Supplementary Data" for further information about this option and
related rental commitments that could affect our liquidity and capital
resources.

Capital Investments. In addition to normal maintenance capital expenditures, we
continue to make significant capital investments related to the construction of
Chamonix, The Temporary and American Place.

Chamonix ? As previously discussed in "Operating Properties -   Chamonix Casino
and Hotel  " under Part I, Item 1. "Business," we increased the size of the
Chamonix project's hotel capacity by 67%, to approximately 300 luxury guest
rooms and suites from our previously planned 180 guest rooms. To fund Chamonix's
construction, we issued our 2028 Notes and placed a portion of such proceeds
into a restricted cash account dedicated to Chamonix's construction (see
  Note 6   to the consolidated financial statements set forth in Part II,
Item 8. "Financial Statements and Supplementary Data"). As of December 31, 2022,
the balance of such restricted cash account was approximately $135 million. We
expect to invest all of such amount in 2023, as full completion of construction
is expected before the end of 2023.

American Place ? As discussed above in the "  Executive Overview  ," we were
selected by the IGB to develop and operate American Place in Waukegan, Illinois.
While the larger permanent facility is under construction, we will operate a
temporary casino named The Temporary by American Place, which opened in February
2023. During 2023, we expect to invest approximately $70 million into this
project, consisting largely of significant upfront gaming license payments and
the recent completion of The Temporary's construction, as well as professional
fees related to the design of the permanent American Place facility. We expect
to transfer purchased slot machines and other equipment to the permanent casino
once opened. See   Note 6   and   Note 12   to the consolidated financial
statements set forth in Part II, Item 8. "Financial Statements and Supplementary
Data."

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.

Principal Debt Arrangements

See Note 6 to the consolidated financial statements set forth in Part II, Item 8. "Financial Statements and Supplementary Data" for more information.



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Critical Accounting Estimates and Policies



Our consolidated financial statements were prepared in conformity with
accounting principles generally accepted in the United States of America.
Certain of our accounting policies require that we apply significant judgment in
defining the appropriate assumptions for calculating estimates that affect
reported amounts and disclosures. By their nature, judgments are subject to an
inherent degree of uncertainty, and therefore, actual results may differ from
our estimates. We believe the following critical accounting policies affect the
most significant judgments and estimates used in the preparation of our
consolidated financial statements.

Impairment of Long-lived Assets, Goodwill and Indefinite-Lived Intangibles

Our long-lived assets include property and equipment, goodwill, and
indefinite-lived intangibles, and are evaluated at least annually (and more
frequently when circumstances warrant) to determine if events or changes in
circumstances indicate that the carrying value may not be recoverable. Examples
of such events or changes in circumstances that might indicate impairment
testing is warranted might include, as applicable, an adverse change in the
legal, regulatory or business climate relative to gaming nationally or in the
jurisdictions in which we operate, or a significant long-term decline in
historical or forecasted earnings or cash flows or the fair value of our
property or business, possibly as a result of competitive or other economic or
political factors. In evaluating whether a loss in value is other than
temporary, we consider: (i) the length of time and the extent to which the fair
value or market value has been less than cost; (ii) the financial condition and
near-term prospects of the casino property, including any specific events which
may influence the operations; (iii) our intent related to the asset and ability
to retain it for a period of time sufficient to allow for any anticipated
recovery in fair value; (iv) the condition and trend of the economic cycle;
(v) historical and forecasted financial performance; and (vi) trends in the
general market.

We review the carrying value of our property and equipment used in our
operations whenever events or circumstances indicate that the carrying value of
an asset may not be recoverable from estimated future undiscounted cash flows
expected to result from its use and eventual disposition. If the undiscounted
cash flows exceed the carrying value, no impairment is indicated. If the
undiscounted cash flows do not exceed the carrying value, then an impairment is
recorded based on the fair value of the asset. Fair value is typically measured
using a discounted cash flow model whereby future cash flows are discounted
using a weighted-average cost of capital, developed using a standard
capital-asset pricing model, based on guideline companies in our industry.

We test our goodwill and indefinite-lived intangible assets for impairment
annually during the fourth quarter or when a triggering event occurs. For our
2022 and 2021 annual impairment tests, we utilized the option to perform a
qualitative analysis for our goodwill and indefinite-lived intangibles and
concluded it was more likely than not that the fair values of such intangibles
exceeded their carrying values. Any impairment charges incurred are not reversed
if a subsequent evaluation concludes a higher valuation than the carrying value.
For further discussion of goodwill and other intangible assets, see   Note 2
and   Note 4   to the consolidated financial statements set forth in Part II,
Item 8. "Financial Statements and Supplementary Data."

Fixed Asset Capitalization and Depreciation Policies



We define fixed assets as certain property and equipment with economic useful
lives that extend beyond a year. Such fixed assets are stated at cost. For the
majority of our property and equipment, cost was determined at the acquisition
date based on estimated fair values. We acquired Bronco Billy's in May 2016,
Silver Slipper in October 2012, Rising Star in April 2011 and Stockman's in
January 2007. Project development costs, which are amounts expended on the
pursuit of new business opportunities, acquisition-related costs, as well as
other business development activities in the ordinary course of business, are
expensed as incurred. Maintenance and repairs that neither materially add to the
value of the property nor appreciably prolong its life are also expensed as
incurred. Depreciation and amortization are provided on a straight-line basis
over the estimated useful lives of the assets. When we construct assets, we
capitalize direct costs of the project, including fees paid to architects and
contractors and property taxes. Salaries are capitalized only for employees
working directly on the project. In addition, interest cost associated with
major development and construction projects is capitalized as part of the cost
of the project. Interest is typically capitalized on amounts expended on the
project using the weighted-average cost of our outstanding borrowings.
Capitalization of interest starts when construction activities begin and ceases
when construction is substantially complete or development activity is suspended
for more than a brief period.

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We must make estimates and assumptions when accounting for capital expenditures.
Whether an expenditure is considered a maintenance expense or a capital asset is
sometimes a matter of judgment. When constructing or purchasing assets, we must
determine whether existing assets are being replaced or otherwise impaired,
which also may be a matter of judgment. In addition, our depreciation expense is
highly dependent on the assumptions we make about our assets' estimated useful
lives. We determine the estimated useful lives based on our experience with
similar assets, engineering studies, and our estimate of the usage of the asset.
Whenever events or circumstances occur, which would change the estimated useful
life of an asset, we account for the change prospectively.

Income Taxes


We are subject to federal and state taxes in the United States. Significant
judgment is required in determining our provision for income taxes, our deferred
tax assets and liabilities, and any valuation allowance recorded against our net
DTAs. Such valuation allowance was $15.2 million for 2022 and $9.9 million for
2021. We make these estimates and judgments about our future taxable income that
are based on assumptions that are consistent with our future plans. Tax laws,
regulations, and administrative practices may be subject to change due to
economic or political conditions, including fundamental changes to the
applicable tax laws.

Our income tax returns are subject to examination by the IRS and other tax
authorities. Positions taken in tax returns are sometimes subject to uncertainty
in the tax laws and may not ultimately be accepted by the IRS or other tax
authorities. We assess our tax positions using a two-step process. A tax
position is recognized if it meets a more likely than not threshold. It is then
measured at the largest amount of benefit that is greater than 50 percent likely
of being realized. Additionally, we recognize accrued interest and penalties, if
any, related to unrecognized tax benefits in income tax expense. For further
discussion of income taxes, see   Note 8   to the consolidated financial
statements set forth in Part II, Item 8. "Financial Statements and Supplementary
Data."

Recently Issued Accounting Pronouncements Not Yet Adopted

See Note 2 to the consolidated financial statements set forth in Part II, Item 8. "Financial Statements and Supplementary Data" for a discussion of recently issued accounting pronouncements not yet adopted.

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