BOYD GAMING CORP 10-Q

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Executive Overview Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd," "Boyd Gaming," "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD". We are a geographically diversified operator of 28 gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. In addition, we own and operate Boyd Interactive, a business-to-business ("B2B") and business-to-consumer ("B2C") online gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria. We have the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties. The table below lists the Reportable Segment classification of each of our gaming entertainment properties, which are each also operating segments, that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. The Online segment includes the operating results of Boyd Interactive, including the operating results of Resorts Digital Gaming, LLC ("Resorts Digital") upon acquisition on September 1, 2024, and our online gaming operations through collaborative arrangements with third parties throughout the United States, both of which are also operating segments. To reconcile Reportable Segments information to the condensed consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner Entertainment Group Illinois, LLC, our Illinois distributed gaming operator ("Lattner"). Las Vegas Locals Gold Coast Hotel and Casino Las Vegas, Nevada The Orleans Hotel and Casino Las Vegas, Nevada Sam's Town Hotel and Gambling Hall Las Vegas, Nevada Suncoast Hotel and Casino Las Vegas, Nevada Eastside Cannery Casino and Hotel (1) Las Vegas, Nevada Aliante Casino + Hotel + Spa North Las Vegas, Nevada Cannery Casino Hotel North Las Vegas, Nevada Jokers Wild Henderson, Nevada Downtown Las Vegas California Hotel and Casino Las Vegas, Nevada Fremont Hotel & Casino Las Vegas, Nevada Main Street Station Hotel and Casino Las Vegas, Nevada Midwest & South Par-A-Dice Casino East Peoria, Illinois Belterra Casino Resort (2) Florence, Indiana Blue Chip Casino Hotel Spa Michigan City, Indiana Diamond Jo Casino Dubuque, Iowa Diamond Jo Worth Northwood, Iowa Kansas Star Casino Mulvane, Kansas Amelia Belle Casino Amelia, Louisiana Delta Downs Racetrack Hotel & Casino Vinton, Louisiana Evangeline Downs Racetrack & Casino Opelousas, Louisiana Sam's Town Shreveport Shreveport, Louisiana Treasure Chest Casino Kenner, Louisiana IP Casino Resort Spa Biloxi, Mississippi Sam's Town Hotel and Gambling Hall Tunica Tunica, Mississippi Ameristar Casino * Hotel Kansas City (2) Kansas City, Missouri Ameristar Casino * Resort * Spa St. Charles (2) St. Charles, Missouri Belterra Park (2) Cincinnati, Ohio Valley Forge Casino Resort King of Prussia, Pennsylvania (1) Due to the current levels of demand in the market, Eastside Cannery has remained closed since March 18, 2020, when it closed in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus. (2) Property is subject to a master lease agreement with a real estate investment trust. We also own a travel agency and a captive insurance company, each located in Hawaii. As our Downtown Las Vegas properties focus their marketing efforts on gaming customers from Hawaii, financial results for these operations are included in our Downtown Las Vegas segment. 23 Table of Contents Most of our gaming entertainment properties also include hotel, restaurants, bars, sportsbook, retail and other amenities. Our main business emphasis is on slot revenues, which highly depends on the number of visits and spending levels of customers at our properties. Our gaming entertainment properties have historically generated significant operating cash flow, with the majority of our revenue being cash-based. While we do provide casino credit and the ability to transfer digital funds from a player's cashless "BoydPay" wallet, subject to certain gaming regulations and jurisdictions, most of our customers wager with cash and pay for non-gaming services with cash or by credit card. Our industry is capital intensive, and we rely heavily on the ability of our operations to generate operating cash flow to fund maintenance capital expenditures, pay income taxes, repay debt financing and associated interest costs, repurchase our debt or equity securities, pay dividends, and provide excess cash for future development and to help fund acquisitions. Our Strategy Our strategy is to increase shareholder value by pursuing strategic initiatives that improve and grow our business. Growing Revenues and Operating Efficiently We are committed to growing revenues and building loyalty among core customers through targeted marketing investments with a focus on maximizing gaming revenues while operating as efficiently as possible. Balance Sheet Strength We are committed to maintaining a strong balance sheet and finding opportunities to diversify and increase our cash flow. We are also committed to a balanced capital allocation approach with our cash flows, with a current emphasis on investing in our business and returning capital to shareholders. Evaluating Acquisition and Growth Opportunities Our evaluations of potential investments and growth opportunities are strategic, deliberate, and disciplined. Our goal is to identify and pursue opportunities that grow our business, are available at the right price and deliver a solid return for shareholders. These investments can take the form of expanding and enhancing offerings and amenities at existing properties, developing new properties, expanding and enhancing online sports wagering and online casino offerings as they are legalized in and around the states we operate today, and asset acquisitions. Maintaining Our Brand The ability of our Team Members to deliver great customer service helps distinguish our Company and our brands from our competitors. Our Team Members are an important reason that our customers continue to choose our properties over the competition across the country. In addition, we have established nationwide branding through our "Boyd Rewards" loyalty program. Our players use their Boyd Rewards cards to earn and redeem points at all of our gaming entertainment properties and online casino gaming offerings. Boyd Rewards, among other benefits, rewards players for their loyalty by entitling them to qualify for promotions and monetary discounts, earn rewards toward gaming and nongaming activities and receive benefits such as vacations and luxury gifts. Corporate Social Responsibility ("CSR") We seek to fulfill our commitment to CSR initiatives through four core pillars: Environment, People, Communities and Corporate Governance. We invest in the well-being of our communities and future generations through economic contributions and endeavor to reduce our carbon footprint, strive to be an employer of choice where every Team Member is treated with dignity and respect, and promote a culture of conducting business with the highest level of integrity. 24 Table of Contents Our Key Performance Indicators We use several key performance measures to evaluate the operations of our gaming entertainment properties. These key performance measures include the following: • Gaming revenue measures : slot handle , which means the dollar amount wagered in slot machines, and table game drop , which means the total amount of cash, including digital funds transferred from the players' cashless "BoydPay" wallets, deposited in table games drop boxes, plus the sum of markers issued at all table games, are measures of volume and/or market share. Slot win and table game hold , which means the amount of wagers on slot machines and table games, respectively, retained by us and recorded as gaming revenues, and represents the difference between customer wagers and customer winnings on slot machines and table games, respectively. Slot win percentage and table game hold percentage, which are not fully controllable by us, represent the relationship between slot handle to slot win and table game drop to table game hold, respectively. • Food & beverage revenue measures : average guest check , which means the average amount spent per customer visit and is a measure of volume and product offerings; number of guests served ("food covers"), which is an indicator of volume; and the cost per guest served , which is a measure of operating margin. • Room revenue measures : hotel occupancy rate , which measures the utilization of our available rooms; and average daily rate ("ADR"), which is a price measure; and the cost per room , which is a measure of operating margin. RESULTS OF OPERATIONS Overview Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2024 2023 2024 2023 Total revenues $ 961.2 $ 903.2 $ 2,889.3 $ 2,784.1 Operating income 220.0 217.9 666.5 746.8 Net income 131.1 135.2 407.4 527.4 Total Revenues Total revenues for the three months ended September 30, 2024 increased by $58.1 million, or 6.4% , compared to the prior year comparable period, primarily due to an increase in online revenue of $51.0 million, which was driven by the following: (i) an increase of $31.8 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, during the three months ended September 30, 2024 , as compared to the prior year comparable period; (ii) a $13.2 million increase in revenue under our market access agreements; and (iii) a $6.1 million increase in revenue from Boyd Interactive's operations. Total revenues for the nine months ended September 30, 2024 increased by $105.2 million, or 3.8%, compared to the prior year comparable period, primarily due to the following: (i) an increase in online revenue of $119.3 million, which was driven by an increase of $92.0 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, during the nine months ended September 30, 2024 , as compared to the prior year comparable period, a $14.9 million increase in revenue under our market access agreements and a $12.4 million increase in revenue from Boyd Interactive's operations; (ii) an increase in food & beverage revenue of $9.4 million primarily due to an increase in average guest check of 6.4%; (iii) an increase of $9.9 million related to the Sky River Casino management fee; and (iv) offset by a decrease in gaming revenue of $40.7 million. The gaming revenue decline was primarily driven by the first quarter, which contributed to $30.2 million of the gaming revenue decline for the first nine months of the year. Further, more than half of the $40.7 million gaming revenue decline, or $23.0 million, was related to January as severe winter storms impacted the Midwest & South segment in January. In addition, gaming revenues were down from the prior year due to decreased visitation in the current year in our Las Vegas segments as the first quarter of 2023, and January in particular, was strengthened by increased visitation to Las Vegas. We also saw competitive pressures from a new competitor that opened in our Las Vegas Locals market contribute to the year over year gaming revenue declines. Year over year gaming revenue trends improved in the third quarter of 2024 as the increase in gaming revenue from our new land-based Treasure Chest casino that opened in June 2024 offset the competitive pressures in the Las Vegas Locals market. Operating Income Operating income increased by $2.1 million, or 1.0% , for the three months ended September 30, 2024 , compared to the prior year comparable period. W hile online revenues grew $51.0 million, $31.8 million of the online revenue growth is due to reimbursements of gaming taxes and other expenses paid on behalf of our online partners that results in zero operating income as an equal amount is recorded as an expense. Operating income was unfavorably impacted by an increase in depreciation expense of $5.6 million over the prior year comparable period which is primarily driven by the opening of the new land-based Treasure Chest casino in June 2024. Operating income was also unfavorably impacted by $11.3 million in project development, preopening and writedowns, primarily related to $8.1 million in asset writedowns and $3.2 million in project development and preopening costs. Operating income for the nine months ended September 30, 2024 decreased by $80.3 million, or 10.8% , compared to the prior year comparable period, primarily due to the $40.7 million gaming revenue decline, as discussed above. In addition, while online revenues grew $119.3 million, $92.0 million of the online revenue growth is due to reimbursements of gaming taxes and other expenses paid on behalf of our online partners that results in zero operating income as an equal amount is also recorded as an expense. Operating income was also unfavorably impacted by: (i) $10.1 million in project development and preopening costs, of which $4.9 million related to the opening of the Treasure Chest land-based casino; (ii) $3.0 million of demolition costs; (iii) $9.0 million in asset writedowns and (iv) a $6.0 million increase in impairment of assets over the prior year comparable period as the Company recorded an impairment charge of $10.5 million during the nine months ended September 30, 2024 related to a gaming license right in the Midwest & South segment, compared to a $4.5 million impairment charge related to goodwill in the Managed & Other category during the nine months ended September 30, 2023. Finally, in the prior year, operating income was favorably impacted by a $20.1 million reduction of the allowance on a note receivable with Wilton Rancheria ("Wilton Note") for development advances over the 10 years prior to the Sky River Casino opening as we evaluated the current expected credit losses after an amendment to Wilton Rancheria’s third-party construction loan in March 2023 that allowed for payments to us to begin in March 2023. Net Income Net income de creased $4.1 million for the three months ended September 30, 2024 , compared to the prior year comparable period, primarily due to the following: (i) $3.9 million increase in interest expense from the prior year comparable period due to an increase in the weighted average long-term debt balance of $120.6 million; (ii) $1.2 million interest income decline due to a reduction in interest earned on the Wilton Note during the three months ended September 30, 2024 , as the principal outstanding under the Wilton Note was fully repaid in the first quarter of 2024; (iii) $1.0 million increase in the income tax provision; offset by (iv) an increase in operating income of $2.1 million, as discussed above. 25 Table of Contents Net income de creased $120.0 million for the nine months ended September 30, 2024 , compared to the prior year comparable period, primarily due to the $80.3 million decrease in operating income, as discussed above. In addition, interest income decreased $21.2 million during the nine months ended September 30, 2024 , due to an adjustment to the expected loss for interest on the Wilton Note that impacted interest income favorably during the nine months ended September 30, 2023 and interest earned on the Wilton Note during the nine months ended September 30, 2023. Finally, net income decreased due to a $16.2 million increase in the income tax provision as the nine months ended September 30, 2023 benefited from the release of state tax valuation allowances of $35.9 million in the prior year and was offset by the operational performance decline and lower resulting taxes during the nine months ended September 30, 2024 . Operating Revenues We derive the majority of our revenues from our gaming operations, which produced approximately 67% of revenues for the three and nine months ended September 30, 2024 and 71% of revenues for the three and nine months ended September 30, 2023. Online revenues, including reimbursements received from our third-party operators for gaming taxes and other expenses we pay under collaborative arrangements, represent our next most significant revenue source, generating 15% and 10% of revenues for the three months ended September 30, 2024 and 2023 , respectively, and 14% and 11% of revenues for the nine months ended September 30, 2024 and 2023, respectively. Food & beverage revenues, room revenues, management fee revenues and other revenues separately contributed 8% or less of revenues during these periods. Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2024 2023 2024 2023 REVENUES Gaming $ 640.5 $ 641.2 $ 1,925.5 $ 1,966.2 Food & beverage 72.7 71.0 222.4 212.9 Room 50.2 48.7 151.8 148.6 Online 141.3 90.3 417.4 298.2 Management fee 21.1 17.2 64.5 54.6 Other 35.4 34.8 107.7 103.6 Total revenues $ 961.2 $ 903.2 $ 2,889.3 $ 2,784.1 DEPARTMENTAL OPERATING EXPENSES Gaming $ 252.2 $ 251.5 $ 750.0 $ 751.3 Food & beverage 62.7 59.7 187.9 177.6 Room 19.7 19.2 57.7 54.9 Online 115.1 79.1 353.3 252.5 Other 12.2 11.5 38.3 34.1 Total departmental operating expenses $ 461.9 $ 421.0 $ 1,387.2 $ 1,270.4 MARGINS Gaming 60.6 % 60.8 % 61.0 % 61.8 % Food & beverage 13.8 % 15.9 % 15.5 % 16.6 % Room 60.8 % 60.6 % 62.0 % 63.1 % Online 18.5 % 12.4 % 15.4 % 15.3 % Other 65.5 % 67.0 % 64.4 % 67.1 % Gaming Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. Gaming revenues were essentially flat at $640.5 million and $641.2 million during the three months ended September 30, 2024 and 2023, respectively. The decrease in gaming revenues of $40.7 million, or 2.1% , during the nine months ended September 30, 2024 , compared to the prior year comparable period, was primarily due to declines in slot handle of 1.4%, slot win of 0.8% and table game hold of 2.2%. Gaming revenues were impacted by winter storms throughout the Midwest & South in January, market softness during the first quarter in our Las Vegas Locals segment, competitive pressures through all three quarters in the Las Vegas Locals segment after a new competitor entered the market in December 2023, and increased visitation in our Las Vegas segments in the prior year, particularly in the first quarter, all as discussed above. Food & Beverage Food & beverage revenues increased $1.7 million, or 2.5% , and $9.4 million, or 4.4% , during the three and nine months ended September 30, 2024 , respectively, compared to the prior year comparable periods, primarily due to an increase in average guest check of 7.0% and 6.4%, respectively, offset by a decline in food covers of 5.9% and 4.7%, respectively. Room Room revenues increased $1.5 million, or 3.1% , and $3.2 million, or 2.2%, during the three and nine months ended September 30, 2024, compared to the prior year comparable periods, primarily due to an increase in hotel occupancy rate of 1.7% and 1.0%, respectively. 26 Table of Contents Online Online reven ues increased $51.0 million during the three months ended September 30, 2024 , compared to the prior year comparable period, primarily driven by an increase of $31.8 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, a $13.2 million increase in revenue under our market access agreements and a $6.1 million increase in revenue from Boyd Interactive's operations, inclusive of Resorts Digital upon acquisition on September 1, 2024 ("Acquisition"). Online revenues increased $119.3 million, during the nine months ended September 30, 2024, compared to the prior year comparable period, primarily driven by an increase of $92.0 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, a $14.9 million increase in revenue under our market access agreements and a $12.4 million increase in revenue from Boyd Interactive's operations, inclusive of Resorts Digital upon Acquisition. Management fee Management fee revenues during the three months ended September 30, 2024 and 2023 of $21.0 million and $17.2 milli on, respectively, and during the nine months ended September 30, 2024 and 2023 of $64.5 million and $54.6 million, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California. Other Other revenues relate to patronage visits at the other amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venu es. Other revenues increased $0.6 million , or 1.6%, and $4.1 million, or 4.0%, during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods of the prior year. Revenues and Adjusted EBITDAR by Reportable Segment We determine each property's profitability based on Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent ("Adjusted EBITDAR"), which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, master lease rent expense, other operating items, net, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, loss on early extinguishments and modifications of debt and other items, net, as applicable. Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties comprising our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and our Online segment. Results for Downtown Las Vegas include the results of our travel agency and captive insurance company in Hawaii. Results for our nonreportable operating segments, including Lattner and our Sky River Casino management fees, are aggregated in the Managed & Other category. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with accounting principles generally accepted in the United States of America ("GAAP"), facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before the impact of investing transactions, financing transactions and income taxes. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results. The following table presents total revenues and Adjusted EBITDAR by our Reportable Segments and our Managed & Other category to reconcile to total revenues and total Adjusted EBITDAR: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2024 2023 2024 2023 Total revenues Las Vegas Locals $ 211.8 $ 221.8 $ 662.6 $ 693.0 Downtown Las Vegas 53.3 49.6 164.5 159.1 Midwest & South 522.4 513.0 1,544.9 1,544.1 Online 141.3 90.3 417.4 298.2 Managed & Other 32.4 28.5 99.9 89.7 Total revenues $ 961.2 $ 903.2 $ 2,889.3 $ 2,784.1 Adjusted EBITDAR (1) Las Vegas Locals $ 96.4 $ 106.0 $ 316.1 $ 350.5 Downtown Las Vegas 16.5 15.8 56.3 57.9 Midwest & South 196.9 190.6 573.3 591.1 Online 26.0 11.0 63.5 45.0 Managed & Other 22.5 19.0 70.5 60.1 Corporate expense (21.7 ) (21.6 ) (68.4 ) (65.3 ) Adjusted EBITDAR $ 336.6 $ 320.8 $ 1,011.3 $ 1,039.3 (1) Refer to Note 10, Segment Information, in the notes to the condensed consolidated financial statements (unaudited) for a reconciliation of Adjusted EBITDAR to net income, as reported in accordance with GAAP in our accompanying condensed consolidated statements of operations. Las Vegas Locals Total revenues decreased by $10.0 million, or 4.5% , during the three months ended September 30, 2024 , as compared to the prior year comparable period, due primarily to a $9.5 million decline in gaming revenues. The decrease in gaming revenues was attributable to declines in table game hold of 3.1%, table game drop of 6.0%, slot handle of 6.4% and slot win of 5.0% from the prior year comparable period. As discussed earlier, the Las Vegas Locals segment was impacted by competitive pressures with a new competitor entering the market in December 2023. Absent these competitive pressures that have impacted two of our properties, the rest of the Las Vegas Locals segment performed in-line with the overall same-store market. 27 Table of Contents Total revenues decreased by $30.5 million, or 4.4% , during the nine months ended September 30, 2024, compared to the prior year comparable period, due primarily to a $33.4 million decline in gaming revenues. The decrease in gaming revenues was attributable to declines in table game hold of 8.9%, table game drop of 2.3%, slot handle of 5.1% and slot win of 4.3% from the prior year comparable period. As discussed earlier, the Las Vegas Locals segment was impacted by competitive pressures with a new competitor entering the market in December 2023 and overall market softness in the first quarter. Offsetting the decline in gaming revenues, was an increase in room revenue of $2.2 million, which was driven by an increase in hotel occupancy rate of 1.7%. Adjusted EBITDAR decreased by $9.6 million, or 9.0%, and $34.4 million, or 9.8%, during the three and nine months ended September 30, 2024 , as compared to the prior year comparable period, due primarily to the gaming revenues decline discussed above. Downtown Las Vegas Total revenues increased by $3.8 million, or 7.6%, during the three months ended September 30, 2024 , as compared to the prior year comparable period, reflecting revenue increases in all departmental categories. Gaming revenues increased $1.7 million primarily due to increases in table game hold of 2.2%, table game drop of 14.1%, slot win of 8.3% and slot handle of 8.2%. Food & beverage revenue increased $0.7 million as average guest check increased 4.0%. In addition, room revenue increased $1.0 million, which was driven by an 11.5% increase in rooms occupied by the Hawaiian customer. We continue to tailor our marketing programs in the Downtown Las Vegas segment to focus on the Hawaiian market. Total revenues increased by $5.4 million, or 3.4% , during the nine months ended September 30, 2024 , compared to the prior year comparable period, reflecting revenue increases in all departmental categories. Room revenues increased $2.0 million as the hotel occupancy rate increased 8.3% and food & beverage revenues increased $1.6 million as average guest check increased 4.1%. In addition, gaming revenues increased $1.3 million primarily due to increases in table game drop of 12.3%, slot win of 4.5% and slot handle of 3.2%. These increases were primarily attributable to our recently completed renovation and expansion at the Fremont Hotel & Casino and the hotel remodel at Main Street Station Hotel and Casino. Adjusted EBITDAR increased by $0.7 million, or 4.1% , during the three months ended September 30, 2024 , as compared to the prior year comparable period, primarily due to the revenue increase discussed above as the segment benefited from our recent property investments and growth in Hawaiian visitation, both as discussed above. Adjusted EBITDAR decreased by $1.5 million, or 2.6% , during the nine months ended September 30, 2024 , compared to the prior year comparable period, primarily due to wage increases as we completed our efforts in 2023 to increase the hourly minimum rate to $15 per hour for all non-tipped, non-represented positions and also property insurance cost increases. Midwest & South Total revenues increased by $9.4 million, or 1.8% , during the three months ended September 30, 2024 , as compared to the corresponding period of the prior year, reflecting revenue increases in all departmental categories. Gaming revenues increased $7.2 million primarily due to increases in table game hold of 9.5%. Food & beverage revenue increased $1.9 million, which was driven by a 9.7% increase in average guest check, offset by a 7.1% decrease in food covers. These increases were driven by a record third quarter performance at Treasure Chest, which opened its new land-based casino in June 2024. Total revenues increased by $0.9 million, or 0.1% , during the nine months ended September 30, 2024 , compared to the prior year comparable period, primarily due to a $7.9 million increase in food & beverage revenues. The increase in food & beverage revenues was primarily attributable to a 7.4% increase in average guest check. Offsetting the food & beverage revenue increase, was a gaming revenue decrease of $7.8 million, which was primarily driven by the severe winter storms across the segment in the first quarter of 2024, specifically January. Adjusted EBITDA R increased by $6.3 million, or 3.3% , during the three months ended September 30, 2024 , as compared to the corresponding prior year period, primarily due to the gaming revenue increase discussed above. Adjusted EBITDAR decreased by $17.8 million, or 3.0% , during the nine months ended September 30, 2024 , compared to the prior year comparable period, primarily due to gaming revenue declines, property insurance increases and wage increases as we increased the minimum wage in the prior year, all as discussed above. Online Online revenue increased $51.0 million during the three months ended September 30, 2024 , compared to the prior year comparable period, primarily driven by an increase of $31.8 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, a $13.2 million increase in revenue under our market access agreements and a $6.1 million increase in revenue from Boyd Interactive's operations, inclusive of Resorts Digital upon Acquisition. Online revenues increased $119.3 million, during the nine months ended September 30, 2024 , compared to the prior year comparable period, primarily driven by an increase of $92.0 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, a $14.9 million increase in revenue under our market access agreements and a $12.4 million increase in revenue from Boyd Interactive's operations, inclusive of Resorts Digital upon Acquisition. Adjusted EBITDAR increased $15.0 million and $18.5 million during the three and nine months ended September 30, 2024 , respectively, as compared to the corresponding periods of the prior year, due primarily to revenues under our market access agreements and continued growth from Boyd Interactive. We received non-recurring market access fees of $10.0 million during the third quarter of 2024 that contributed to the year over year Adjusted EBITDAR growth. As discussed earlier, there is an equal amount of expense recorded for the revenue recorded related to the reimbursement of gaming taxes and other expenses, thus resulting in no impact to Adjusted EBITDAR. Managed & Other During the three and nine months ended September 30, 2024 , total revenues increased by $3.9 million and $10.1 million, respectively, and Adjusted EBITDAR increased by $3.5 million and $10.4 million, respectively, as compared to the corresponding periods of the prior year, primarily due to a $3.9 million and $9.9 million increase in Sky River Casino management fees for the three and nine months ended September 30, 2024 , respectively, compared to the prior year comparable periods. 28 Table of Contents Other Operating Costs and Expenses The following costs and expenses, as presented in our condensed consolidated statements of operations, are further discussed below: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2024 2023 2024 2023 Selling, general and administrative $ 102.4 $ 99.9 $ 315.7 $ 299.3 Master lease rent expense 28.2 27.2 83.2 81.2 Maintenance and utilities 40.4 41.7 112.1 115.3 Depreciation and amortization 70.3 64.8 198.9 188.6 Corporate expense 27.6 27.9 88.3 88.2 Project development, preopening and writedowns 11.3 2.4 22.0 (11.3 ) Impairment of assets — — 10.5 4.5 Other operating items, net (0.9 ) 0.3 4.9 1.0 Selling, General and Administrative Selling, general and administrative expens es, as a p ercentage of revenues, were 10.7% and 11.1% during the three months ended September 30, 2024 and 2023, respectively, and 10.9% and 10.8% during the nine months ended September 30, 2024 and 2023 , respectively. The decline in selling, g eneral and administrative expens es, as a p ercentage of revenues, for the three months ended September 30, 2024, compared to the prior year comparable period is primarily driven by an increase in revenues as selling, general and administrative expenses remained relatively flat at $102.4 million and $99.9 million for the three months ended September 30, 2024 and 2023, respectively. While we continue to focus on our disciplined operating model and targeted marketing approach, and selling, general and administrative expenses as a percentage of revenues was consistent year over year, selling, general and administrative expenses were impacted by increased wages and property insurance costs during the nine months ended September 30, 2024. Master Lease Rent Expense Master lease rent expense represents rent expense incurred by four of our properties which are subject to two master lease agreements with a real estate investment trust. Master lease rent expense remained generally flat period over period at $28.2 million and $27.2 million during the three months ended September 30, 2024 and 2023, respectively, and $83.2 million and $81.2 million during the nine months ended September 30, 2024 and 2023, respectively. Maintenance and Utilities Maintenance and utilities expenses, as a percentage of re venues, were 4.2% and 4.6% during the three months ended September 30, 2024 and 2023, respectively, and 3.9% and 4.1% during the nine months ended September 30, 2024 and 2023, respectively. The decline in maintenance and utilities expenses, as a percentage of re venues, for both periods presented was primarily driven by an increase in revenues. Depreciation and Amortization Depreciation and amortization expenses, as a percentage of revenues, remained generally consistent at 7.3% and 7.2% during the three months ended September 30, 2024 and 2023 , respectively, and 6.9% and 6.8% during the nine months ended September 30, 2024 and 2023 , respectively. Corporate Expense Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations, in addition to the corporate portion of share-based compensation expense. Corporate expense was generally consistent and represented 2.9% and 3.1% of revenues during the three months ended September 30, 2024 and 2023 , respectively, and 3.1% and 3.2% of revenues during the nine months ended September 30, 2024 and 2023 , respectively. Project Development, Preopening and Writedowns Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, stra tegic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities that do not qualify as capital costs; (iii) asset writedowns; and (iv) realized gains arising from asset dispositions. Such costs are generally nonrecurring in nature and vary from period to period as the volume of underlying activities fluctuates. During the three months ended September 30, 2024 , the Company incurred $8.1 million in asset writedowns and $3.2 million in project development and preopening cost. During the three months ended September 30, 2023 , the Company incurred $2.6 million related to preopening costs. During the nine months ended September 30, 2024 , the Company incurred $10.1 million in project development and preopening costs, primarily related to the opening of the Treasure Chest land-based casino, $9.0 million in asset writedowns and $3.0 million in demolition costs. During the nine months ended September 30, 2023 , the Company benefited from a $20.1 million reduction of the allowance on the Wilton Note for development advances over the 10 years prior to Sky River Casino opening offset by preopening costs of $7.6 million. Impairment of Assets During the nine months ended September 30, 2024 , as a result of our first quarter impairment review, the Company recorded an impairment charge of $10.5 million for a gaming license right related to our Midwest & South segment. During the nine months ended September 30, 2023, as a result of our first quarter impairment review, the Company recorded an impairment charge of $4.5 million for goodwill related to our Managed & Other category. Other Operating Items, net Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including severance payments to separated employees, certain non-recurring litigation charges, natural disasters and severe weather impact, including hurricane and flood expenses, and subsequent recoveries of such costs, as applicable. 29 Other Expenses Interest Expense, net The following table summarizes information with respect to our interest expense on outstanding indebtedness: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2024 2023 2024 2023 Interest expense, net of capitalized interest and interest income $ 45.8 $ 40.8 $ 130.2 $ 106.5 Average long-term debt balance (1) 3,020.2 2,899.7 2,944.4 2,966.6 Weighted average interest rates 5.6 % 5.5 % 5.6 % 5.4 % (1) Average debt balance calculation does not include the related discounts or deferred finance charges. Interest expense, net of capitalized interest and interest income, for the three months ended September 30, 2024 , increased $5.0 million, or 12.4% , from the prior year comparable period primarily due to a $3.9 million increase in interest expense, which was attributable to an increase in the weighted average long-term debt balance of $120.6 million. In addition, interest income declined $1.2 million due to a reduction in interest earned on the Wilton Note during the three months ended September 30, 2024 , as the principal outstanding under the Wilton Note was fully repaid in the first quarter of 2024. Interest expense, net of capitalized interest and interest income for the nine months ended September 30, 2024 , increased $23.7 million, or 22.3% , from the prior year comparable period primarily due to a $21.2 million interest income decline driven by a reduction of the allowance for the expected loss for interest on the Wilton Note and interest earned on such note during the nine months ended September 30, 2023 . With the full repayment of outstanding principal under the Wilton Note during the first quarter of 2024, interest earnings related to the Wilton Note were minimal in the current year. Income Taxes The effective tax rates during the nine months ended September 30, 2024 and 2023 were 24.0% and 17.6%, respectively. Our tax rate for the nine months ended September 30, 2024 , was unfavorably impacted by state taxes, nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by excess tax benefits and tax credits. Our tax rate for the nine months ended September 30, 2023 , was favorably impacted by a second quarter 2023 release of state valuation allowances and the inclusion of excess tax benefits which were partially offset by the unfavorable impact of state taxes and certain nondeductible expenses, as a component of the provision for income taxes. The Internal Revenue Service ("IRS") has selected our federal corporate income tax return for the tax year ended December 31, 2021, for examination. The IRS examination began in the second quarter of 2024 and is early in the process. As of September 30, 2024, and for the three and nine months then ended, there were no changes to our unrecognized tax benefits to date. LIQUIDITY AND CAPITAL RESOURCES Financial Position We generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. At September 30, 2024 and December 31, 2023, we had balances of cash and cash equivalents of $286.3 million and $304.3 million, respectively. In addition, we held restricted cash balances of $3.9 million and $3.7 million at September 30, 2024 and December 31, 2023, respectively. Our working capital deficit at September 30, 2024 and December 31, 2023, wa s $108.7 million and $67.0 million, respectively. We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility (as defined in " Indebtedness " below) and cash flows from operating activities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including our projected operating requirements and maintenance capital expenditures. See " Indebtedness ", below, for further detail regarding funds available through our Credit Facility. The Company may also seek to secure additional working capital, repay respective current debt maturities, or fund respective maintenance capital or development projects, in whole or in part, through incremental bank financing and additional debt or equity offerings, to the extent such offerings are allowed under our debt agreements. 30 Cash Flows Summary Nine Months Ended September 30, (In millions) 2024 2023 Net cash provided by operating activities $ 695.0 $ 697.3 Cash flows from investing activities Capital expenditures (289.2 ) (279.0 ) Payments received on note receivable 0.2 82.4 Cash paid for acquisition, net of cash received (28.8 ) — Other investing activities (2.7 ) (3.0 ) Net cash used in investing activities (320.5 ) (199.6 ) Cash flows from financing activities Net borrowings (payments) under credit facility 148.3 (146.0 ) Share-based compensation activities (9.6 ) (14.5 ) Shares repurchased and retired (483.2 ) (312.7 ) Dividends paid (47.5 ) (47.8 ) Other financing activities (0.1 ) (0.1 ) Net cash used in financing activities (392.1 ) (521.1 ) Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash (0.1 ) — Decrease in cash, cash equivalents and restricted cash $ (17.7 ) $ (23.4 ) Cash Flows from Operating Activities During the nine months ended September 30, 2024 and 2023 , we generated consistent operating cash flows of $695.0 million and $697.3 million, respectively. Cash Flows from Investing Activities Our industry is capital intensive and we use cash flows for acquisitions, facility expansions, investments in future development or business opportunit ies and maintenance capital expenditures. During the nine months ended September 30, 2024 , we incurred net cash outflows for investing activities of $320.5 million comprised of capital expenditures of $289.2 million, primarily related to our Treasure Chest land-based casino project, various guest room remodels, slot machines, IT equipment and building projects at various properties. Investing cash outflow was also impacted by net cash paid of $28.8 million related to the acquisition of Resorts Digital. During the nine months ended September 30, 2023 , we incurred net cash outflows for investing activities of $199.6 million comprised of capital expenditures of $279.0 million, primarily related to our Treasure Chest land-based casino project, Fremont food hall and slot floor expansion and renovation, various guest room remodels, IT equipment and building projects at various properties, offset by $82.4 million in payments received related to the outstanding principal on the Wilton Note. Cash Flows from Financing Activities We rely on our financing cash flows to provide funding for investment opportunities, repayments of obligations, returning capital to shareholders and ongoing operations. The net cash outflows from financing activities during the nine months ended September 30, 2024 and 2023 , primarily reflect share repurchases, net payments on the outstanding principal under our Credit Facility or incremental borrowings under our Credit Facility, share-based compensation and dividends paid. During the second and third quarters of 2024, we increased borrowings under the Credit Facility as we increased our share repurchase activity during the same periods, resulting in net borrowings under the Credit Facility for the nine months ended September 30, 2024 . Indebtedness The outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances are as follows: (In millions) September 30, 2024 December 31, 2023 Increase / (Decrease) Credit facility $ 1,194.6 $ 1,046.3 $ 148.3 4.750% senior notes due 2027 1,000.0 1,000.0 — 4.750% senior notes due 2031 900.0 900.0 — Other 0.4 0.5 (0.1 ) Total long-term debt 3,095.0 2,946.8 148.2 Less current maturities 44.4 44.3 0.1 Long-term debt, net $ 3,050.6 $ 2,902.5 $ 148.1 31 Amounts Outstanding The outstanding principal amounts under the Credit Facility are comprised of the following: September 30, December 31, (In millions) 2024 2023 Revolving Credit Facility $ 380.0 $ 180.0 Term A Loan 770.0 803.0 Swing Loan 44.6 63.3 Total outstanding principal amounts $ 1,194.6 $ 1,046.3 With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $380.0 million and $44.6 million in borrowings outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $13.0 million allocated to support various letters of credit, there was a remaining contractual availability under the Credit Facility of $1,012.4 million as of September 30, 2024. The blended interest rate for outstanding borrowings under the Credit Facility was 6.7% and 7.2% at September 30, 2024 and December 31, 2023, respectively. Debt Service Requirements Debt service requirements for the Term A Loan include amortization in an annual amount equal to 5.00% of the original principal amount thereof, payable on a quarterly basis. Additionally, under the Credit Facility we have monthly to quarterly interest payment obligations, depending on the rates we lock in, for the Term A Loan, unused line interest payments and any outstanding borrowings under the Revolving Credit Facility, including the Swing Loan. Debt service requirements under our current outstanding senior notes consist of semi-annual interest payments (based upon a fixed annual interest rate of 4.750%) and principal repayments of our $1.0 billion aggregate principal amount of 4.750% Senior Notes due 2027 ("4.750% Senior Notes due 2027") and our $0.9 billion aggregate principal amount of 4.750% Senior Notes due 2031 ("4.750% Senior Notes due 2031"). Covenant Compliance As of September 30, 2024, we were in compliance with the financial covenants of our debt instruments. The indentures governing the senior notes contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the fixed charge coverage ratio (as defined in the respective indentures, which is a ratio of our consolidated EBITDA to fixed charges, including interest) for the trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit the incurrence of additional debt, we may still borrow under our existing Credit Facility to the extent that borrowing capacity remains under that agreement, as well as from other funding sources as provided under our debt agreements. Guarantor Financial Information In connection with the issuance of our 4.750% Senior Notes due 2027 and our 4.750% Senior Notes due 2031 (collectively, the "Guaranteed Notes" or "Senior Notes"), certain of the Company's wholly owned subsidiaries (the "Guarantors") provide guarantees of those indentures. These Guaranteed Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. Summarized combined balance sheet information for the parent company and the Guarantors is as follows: September 30, December 31, (In millions) 2024 2023 Current assets $ 446.1 $ 496.0 Noncurrent assets 10,221.8 9,588.6 Current liabilities 537.5 550.6 Noncurrent liabilities 4,072.8 3,944.6 Summarized combined results of operations for the parent company and the Guarantors is as follows: Nine Months Ended (In millions) September 30, 2024 Revenues $ 2,809.6 Operating income 1,113.0 Income before income taxes 982.4 Net income 852.6 Share Repurchase Program On October 21, 2021, our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorized increases to the Share Repurchase Program of $500.0 million on each of June 1, 2022, May 4, 2023 and May 9, 2024. As of September 30, 2024, we were authorized to repurchase up to an additional $343.1 million in shares of our common stock under the Share Repurchase Program. We repurchased 3.5 million and 1.6 million shares during the three months ended September 30, 2024 and 2023, respectively, and 8.3 million and 4.8 million shares during the nine months ended September 30, 2024 and 2023, respectively. Subject to applicable laws, repurchases under the Share Repurchase Program may be made at such times and in such amounts as we deem appropriate. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding Senior Notes and our Credit Facility. We are not obligated to repurchase any shares under this program, and purchases under the Share Repurchase Program can be discontinued at any time at our sole discretion. We intend to fund the repurchases under the Share Repurchase Program with existing cash resources, cash generated from operations and availability under our Credit Facility. We have in the past, and may in the future, acquire our debt or equity securities, through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine. 32 Quarterly Dividend Program Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding Senior Notes and our Credit Facility. The dividends declared by the Board of Directors under this program are: Declaration date Record date Payment date Amount per share December 8, 2022 December 19, 2022 January 15, 2023 $ 0.15 February 14, 2023 March 15, 2023 April 15, 2023 0.16 May 4, 2023 June 15, 2023 July 15, 2023 0.16 August 15, 2023 September 15, 2023 October 15, 2023 0.16 December 7, 2023 December 22, 2023 January 15, 2024 0.16 February 28, 2024 March 15, 2024 April 15, 2024 0.17 May 9, 2024 June 15, 2024 July 15, 2024 0.17 August 20, 2024 September 15, 2024 October 15, 2024 0.17 Other Items Affecting Liquidity We anticipate funding our capital requirements using cash on hand, cash being generated from our operations and availability under our Credit Facility, to the extent borrowing capacity exists after we meet our working capital needs for the next twelve months. Any additional financing that is needed may not be available to us or, if available, may not be on terms favorable to us. The outcome of the specific matters discussed herein, including our commitments and contingencies, may also affect our liquidity. Commitments Capital Spending and Development We currently estimate that our annual cash capital requirements to perform ongoing refurbishment and maintenance at our properties is approximately $200 million to $250 million. In addition, we expect to spend an additional $75 million in 2024 for hotel renovation projects at six of our gaming entertainment properties. We intend to fund our capital expenditures through cash on hand, operating cash flows and availability under our Credit Facility. In addition to the maintenance capital spending discussed above, we continue to pursue other potential development projects that may require us to invest significant amounts of capital as well as capital spend required for identified growth projects. We expect to spend $100 million in 2024 on such growth projects, which includes the completion of the new land-based facility at Treasure Chest, which opened in June 2024, the expansion of meeting and convention space at Ameristar St. Charles and the start of construction of a new casino, Cadence Crossing. This new 10,000 square foot casino featuring 450 slots and several restaurants will replace our Jokers Wild casino and will be built on the site that currently holds our Jokers Wild casino. During the nine months ended September 30, 2024 , the company spent approximately $289 million of the total estimated $400 million to $425 million of capital spend expected in 2 024. Other Opportunities We regularly investigate and pursue additional expansion opportunities in markets where casino gaming, including online gaming, is currently permitted. We also pursue expansion opportunities in jurisdictions where casino and online gaming is not currently permitted in order to be prepared to develop projects upon approval of casino or online gaming. Such expansions will be affected and determined by several key factors, which may include the following: • the outcome or anticipated outcome of gaming license selection processes; • the approval of gaming in jurisdictions where we have been active but where casino or online gaming is not currently permitted; • identification of additional suitable investment opportunities in current gaming jurisdictions; and • availability of acceptable financing. Additional projects may require us to make substantial investments or may cause us to incur substantial costs related to the investigation and pursuit of such opportunities, which we may fund through cash on hand, cash flow from operations or availability under our Credit Facility. To the extent such sources of funds are not sufficient, we may also seek to raise additional funds through public or private equity or debt financings or from other sources to the extent such financing is available. After receiving approval from the City Council of Norfolk, Virginia in October 2024, we are executing on an opportunity for a new casino resort development in Norfolk, Virginia. We expect to open a small temporary facility in late 2025 and a permanent facility in late 2027. We currently expect the permanent facility will feature a 200-room hotel, eight food and beverage outlets and a casino with 1,500 slots and 50 table games. While we are still finalizing construction and development costs, we currently expect overall project costs of approximately $750 million. 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. Off Balance Sheet Arrangements There have been no material changes to our off balance sheet arrangements described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 26, 2024. Critical Accounting Estimates There have been no material changes to our critical accounting policies described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 26, 2024. Recently Issued Accounting Pronouncements For information with respect to recent accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 1, Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements, in the notes to the condensed consolidated financial statements (unaudited). 33 Important Information Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements contain words such as "may," "will," "might," "expect," "believe," "anticipate," "could," "would," "estimate," "pursue," "target," "project," "intend," "plan," "seek," "should," "assume," and "continue," or the negative thereof or comparable terminology. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include: • the general effect, and expectation, of the national and global economy on our business, including but not limited to interest rates and inflationary pressures, as well as the economies where each of our properties are located; • the factors that contribute to our ongoing success and our ability to be successful in the future; • our business model, areas of focus and strategy for driving business results; • our ability to maintain the integrity of our information technology systems and to protect our internal information; • impacts caused by public health emergencies and man-made or natural disasters we may encounter; • competition, including expansion of gaming into additional markets including online gaming, the impact of competition on our operations, our ability to respond to such competition, and our expectations regarding continued competition in the markets in which we compete; • our expectation regarding the trends that will affect the gaming industry over the next few years and the impact of these trends on growth of the gaming industry, future development opportunities and merger and acquisition activity in general; • our intention to pursue expansion opportunities, including acquisitions, that are a good fit for our business, deliver a solid return for stockholders, and are available at the right price; • our compliance with government regulations, including our ability to receive and maintain necessary approvals for our projects; • that our credit agreement and our cash flows from operating activities will be sufficient to meet our respective projected operating and maintenance capital expenditures for the next twelve months; • indebtedness, including our ability to refinance or pay amounts outstanding under our credit agreement and our unsecured notes, when they become due and our compliance with related covenants, and our expectation that we will need to refinance all or a portion of our respective indebtedness at or before maturity; • our belief that all pending litigation claims, if adversely decided, will not have a material effect on our business, financial position, results of operations or cash flows; • our estimates and expectations regarding anticipated taxes, tax credits or tax refunds; • our expectations regarding the expansion of sports betting and online wagering; • our asset impairment analyses and our intangible asset and goodwill impairment tests; • the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotels and casinos; • that estimates and assumptions made in the preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles may differ from actual results; and • our estimates as to the effect of any changes in our Consolidated EBITDA on our ability to remain in compliance with certain covenants in the credit agreement. Additional factors that could cause actual results to differ are discussed in Part I. Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023, and in other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.