Full House Resorts (FLL) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

Unaudited Pro Forma Condensed Combined Financial Information

The following Full House Resorts, Inc. unaudited pro forma consolidated condensed combined balance sheet as of December 31, 2010, and unaudited pro forma consolidated condensed combined statement of operations for the year ended December 31, 2010, give effect to the acquisition of the Grand Victoria Resort & Casino, located in Rising Sun, Indiana, which closed April 1, 2011. The pro forma consolidated condensed combined balance sheets are presented as if the transaction had occurred on December 31, 2010, and the pro forma consolidated condensed statements of operations are presented as if the transaction had occurred on January 1, 2010.

The pro forma balance sheets and the pro forma statements of operations were derived by adjusting the historical financial statements of the Company. The adjustments are based on currently available information and, therefore, the actual adjustments may differ from the pro forma adjustments. The Company is accounting for the acquisition of the Grand Victoria Resort & Casino in accordance with ASC 805 Business Combinations. The Company is currently in the process of determining the fair value of the assets and liabilities acquired in the transaction. The pro forma balance sheets and the pro forma statements of operations were derived using the preliminary fair value of the assets and liabilities acquired in the transaction. These fair values are subject to change as the Company completes the fair value determination process.

The unaudited pro forma financial information has been prepared by our management and is based on our historical financial statements and the assumptions and adjustments described herein and in the notes to the unaudited pro forma financial information below. The presentation of the unaudited pro forma financial information is prepared in conformity with Article 11 of Regulation S-X.

The pro forma consolidated condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and the related notes thereto included in the Full House Resorts, Inc. 2010 Annual Report on Form 10-K for the year ended December 31, 2010.

The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisition of assets actually occurred on the dates assumed nor is it necessary indicative of Full House Resorts, Inc.’s future consolidated results of operations or financial position.

FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)
As of December 31, 2010
(in thousands)

				Historical
	Historical			Grand Victoria
	Full House			Casino and		Pro Forma
	Resorts, Inc.			Resort, LP		Adjustments			Pro Forma
ASSETS
Current assets
Cash and equivalents	$	13,295		$	9,584	$	(12,385	) a) h) i)	$	10,494
Accounts receivable, net		2,276			1,210					3,486
Income taxes receivable		599			—		—			599
Prepaid expenses		797			759		2,080	d)		3,636
Deferred tax asset		101			—		—			101
Deposits and other		107			332		—			439
		17,175			11,885		(10,305	)		18,755
Property and equipment, net of accumulated depreciation		7,372			45,054		(7,593	) a)		44,833
Long-term assets related to tribal casino projects
Notes receivable		428			—		—			428
Contract rights, net of accumulated amortization		13,245			—		—			13,245
		13,673			—		—			13,673
Other long-term assets
Goodwill		10,308			—		2,190	a)		12,498
Long-term deposit — Grand Victoria acquisition		5,000			—		(5,000	) a)		—
Other deposits		166			—		—			166
Loan fees, net of accumulated amortization		2,088			—		2,090	a) f)		4,178
Player Loyalty Program, net		—			—		1,133	a) g)		1,133
Gaming license		—			—		9,900	a)		9,900
Other assets		669			619		(112	) a)		1,176
		18,231			619		10,201			29,051
	$	56,451		$	57,558	$	(7,697	)	$	106,312
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	—		$	17,455	$	(10,855	) a)	$	6,600
Accounts payable		182			1,264		—			1,446
Income tax payable		384			—		—			384
Accrued payroll and related		750			3,428		—			4,178
Other accrued expenses		230			3,932		(23	) b)		4,139
Due to related party		—			7,414		(7,414	) c)		—
		1,546			33,493		(18,292	)		16,747
Long-term debt, net of current portion		—			—		26,400	a)		26,400
Deferred tax liability		2,110			—		—			2,110
		3,656			33,493		8,108			45,257
Stockholders’ equity
Common stock		2			—		—			2
Additional paid-in capital		42,699			—		—			42,699
Treasury stock, 1,356,595 common shares		(1,654	)		—		—			(1,654	)
Retained earnings		6,165			—		8,260			14,425
Partners’ capital		—			24,065		(24,065	) e)		—
		47,212			24,065		(15,805	)		55,472
Non-controlling interest in consolidated joint venture		5,583			—		—			5,583
		52,795			24,065		(15,805	)		61,055
	$	56,451		$	57,558	$	(7,697	)	$	106,312

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
Three Year Ended December 31, 2010
(in thousands)

				Historical
	Historical			Grand Victoria
	Full House			Casino and			Pro Forma
	Resorts, Inc.			Resort, LP			Adjustments			Pro Forma
Revenues
Casino	$	6,530		$	95,769		$	—		$	102,299
Rooms		—			4,390			—			4,390
Food and beverage		1,729			11,414			—			13,143
Management fees		24,473			—			—			24,473
Other		165			2,980			—			3,145
Less: promotional allowances		—			(21,499	)		—			(21,499	)
		32,897			93,054			—			125,951
Operating costs and expenses
Casino		2,159			31,187			—			33,346
Rooms		—			2,740			—			2,740
Food and beverage		2,017			9,791			—			11,808
Project development and acquisition costs		423			—			500	a)		923
Selling, general and administrative		6,430			38,449			—			44,879
Management fee		—			3,274			(3,274	) c)		—
Depreciation and amortization		3,421			6,466			567	g)		10,454
Other		—			5,104			—			5,104
		14,450			97,011			(2,207	)		109,254
Operating gains (losses)
Equity in net income of unconsolidated joint venture and related guaranteed payments		5,095			—			—			5,095
Loss on impairment		—			(4,997	)		4,997	a)		—
Unrealized gains (losses) on notes receivable, tribal governments		(3	)		—			—			(3	)
		5,092			(4,997	)		4,997			5,092
Operating income		23,539			(8,954	)		7,204			21,789
Other income (expense)
Interest and other income		120			2			—			122
Non-operating Expenses		—			(23	)		23	b)		—
Interest expense		(58	)		(2,101	)		(1,048	) f) h) i)		(3,207	)
Income before income taxes		23,601			(11,076	)		6,179			18,704
Income taxes		(5,739	)		—			2,081	d)		(3,658	)
Net income		17,862			(11,076	)		8,260			15,046
Income attributable to non-controlling interest in consolidated joint venture		(10,193	)		—			—			(10,193	)
Net income attributable to the Company	$	7,669		$	(11,076	)	$	8,260		$	4,853
Net income attributable to the Company per common share	$	0.43								$	0.27
Weighted-average number of common shares outstanding		18,005,390									18,005,390

FULL HOUSE RESORTS, INC.
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

a) To record the Grand Victoria Casino and Resort (“Grand Victoria”) purchase transaction based on the Company’s initial allocation of the purchase price of $43.0 million, exclusive of working capital adjustment, property cash and fees. Allocation to assets include property, plant and equipment of $30.8 million, other assets of $13.8 million and an estimated working capital adjustment of $2.4 million. The purchase included the purchase of property cash of approximately $6.3 million. This transaction also records cash to pay-off the Grand Victoria’s note payable, the cash used to pay the Hyatt Gaming Management, Inc. (HGMI) payable and partner’s equity as of December 31, 2010, as well as other estimated costs related to the purchase. As of December 31, 2010, to also record the estimated investment in Grand Victoria, $2.6 million of loan acquisition costs and the $33.0 million term loan related to the acquisition and the cash payments related to these transactions.

b) To eliminate Grand Victoria non-operating expenses, which are not related to normal operations

c) To eliminate Grand Victoria management fee expense, which was incurred while owned by HGMI, as outside management fees will not continue.

d) To record the pro forma federal income tax expense at 34% and Indiana state income tax expense at 8.5% for the year ended December 31, 2010.

e) To eliminate the investment in Grand Victoria, as an offset to equity, for consolidating purposes.

f) To amortize the acquired loan fees over 5 years.

g) To amortize the player loyalty program over 3 years.

h) To pay interest on the $33.0 million acquired note payable and swap agreement.

i) To eliminate the Grand Victoria’s interest expense.