Note 6 - Commitments and Contingencies |
6 Months Ended |
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Jun. 30, 2026 | |
| Notes to Financial Statements | |
| Commitments and Contingencies Disclosure [Text Block] |
NOTE 6. COMMITMENTS AND CONTINGENCIES
Wilton Rancheria Agreements
In
2012, the Company entered into a management agreement with Wilton Rancheria. The management agreement provides for us to manage Sky River Casino upon its opening on
August 15, 2022 for a period of
years and receive a monthly management fee for our services based on the monthly performance of the gaming facility. The management fee of
$28.5 million and
$23.8 million for our management services for the
three months ended June 30, 2026 and 2025, respectively, and
$54.7 million and
$48.9 million for the
six months ended June 30, 2026 and 2025, respectively, is paid monthly and recorded in management fee revenue on the condensed consolidated statements of operations.
Master Lease Agreements
The Company leases the facilities associated with the Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park gaming entertainment properties (“Master Leases”), with the initial term commencing on
October 15, 2018 and ending on
April 30, 2026, with options for renewal. The term of the Master Leases
may be extended for
five separate renewal terms of
years each. During the
first quarter
2025, the Company exercised its right to extend the Master Leases for the
first renewal term. This
first renewal extends the Master Leases through
April 30, 2031. The monthly lease payment during the initial term, as well as the
first renewal term, consists of the sum of: (i) the building base rent, (ii) the land base rent, and (iii) the percentage rent, each as defined in the Master Leases.
Norfolk Agreements
On
October 21, 2024, the Company, the Pamunkey Indian Tribe ("Tribe"), the Pamunkey Indian Tribal Gaming Authority ("PITGA"), and its wholly owned subsidiary, Golden Eagle Consulting II, LLC ("GEC") entered into agreements, pursuant to which, among other things, the Company would, subject to the purchase of land to develop and build a commercial casino and hotel development in Norfolk, Virginia ("Norfolk Casino"), (i) receive from PITGA an exclusive option to purchase a percentage of membership interests of GEC, (ii) make advance payments to PITGA and GEC, and (iii) become developer and manager of the Norfolk Casino.
On
February 14, 2025, the Norfolk Casino land was purchased, and pursuant to the
October 21, 2024, agreements between the Company and the Tribe, PITGA, and GEC, the Company entered into agreements with the Tribe, PITGA and GEC to develop and manage the Norfolk Casino. GEC was previously formed to develop and operate the Norfolk Casino and had
no assets or operations, other than the exclusive right to a gaming license for a casino development in Norfolk, Virginia. The development agreement with PITGA and GEC provides for the Company to fund and manage the development of the Norfolk Casino ("Norfolk Development Agreement"). The management agreement with PITGA and GEC provides for the Company to manage the operations of the developed Norfolk Casino ("Norfolk Management Agreement"), including both the transitional casino and the full casino resort. GEC received a gaming license from the Virginia Lottery on
October 29, 2025. The transitional casino opened to the public on
November 7, 2025 and the full casino resort is expected to open in late
2027, pending receipt of final regulatory approval.
Through the Norfolk Management Agreement, the Company is responsible for funding any operational losses and is entitled to significant economic benefits from the developed casino’s operations. The Company has determined that GEC is a VIE and that the Company has variable interests in GEC through the Norfolk Development Agreement, the Norfolk Management Agreement and through its exclusive option to purchase a percentage of membership interests of GEC, which the Company exercised on
June 1, 2026. As the Company has the power to direct the activities that most significantly affect the economic performance of GEC, including development and management of the Norfolk Casino, and the right to receive benefits or the obligation to absorb losses that could be potentially significant to GEC, the Company has determined that it is the primary beneficiary of GEC and that GEC must be consolidated with the Company’s financial results. The Company had this power and these rights and obligations upon entry into the related agreements on
February 14, 2025, and such power, rights and obligations did
not change upon exercising its exclusive option to purchase a percentage of membership interests of GEC. The Company does
not have the power to direct the Tribe or PITGA’s activities, nor is it responsible for economic losses or have rights to economic benefits of the Tribe or PITGA.
The Company anticipates incurring aggregate expenditures in connection with the Norfolk Casino project of approximately
$750.0 million with an estimated
$300.0 million expected to be incurred in
2026.
Commitments
As of
June 30, 2026, there have been
no material changes to our commitments described under Note
9,
Commitments and Contingencies, in our Annual Report on Form
10-K for the year ended
December 31, 2025, as filed with the SEC on
February 20, 2026.
Contingencies
Legal Matters
We are parties to various legal proceedings arising in the ordinary course of business. We believe that all pending claims, if adversely decided, would
not have a material effect on our business, financial position, results of operations or cash flows.
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