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Item 2. Management’s Discussion and Analysis

2025-05-02 compared with 2024-10-31 · 136 added, 243 removed, 336 unchanged (53% of the section changed)

5 unchanged sentences

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.

In addition, we own and operate Boyd Interactive, a business-to-business and business-to-consumer online casino gaming business.

We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria.

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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.

The table below lists the Reportable Segment classification of each of our gaming entertainment properties 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 our online gaming operations through collaborative arrangements with third parties throughout the United States and the operations of Boyd Interactive.

To reconcile Reportable Segments information to the condensed consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category.

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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.

(1) Due to the current levels of demand in the market, Eastside Cannery remains closed since it was closed on March 18, 2020, 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.

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.

We also own a travel agency located in Hawaii.

As our Downtown Las Vegas properties focus their marketing efforts on gaming customers from Hawaii, financial results for our travel agency are included in our Downtown Las Vegas segment.

Most of our gaming entertainment properties also include a hotel, restaurants, bars, a sportsbook, retail and other amenities.

Our main business emphasis is on slot revenues, which are highly dependent upon 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.

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Maintaining Our Brand

The ability of our Team Members to deliver great customer service helps distinguish our Company and our brands from our competitors.

The ability of our Team Members to deliver great customer service helps distinguish our Company and our brand from our competitors.

Our Team Members are an important reason that our customers continue to choose our properties over the competition across the country.

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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:

Commitment to Corporate Social Responsibility ("CSR")

We seek to fulfill our commitment to CSR through four core pillars:

Environment, People, Communities and Corporate Governance.

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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.

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 the markers issued at all table games, are measures of volume and/or market share.

Slot win and table game hold , which refers to the amount of money wagered on slot machines and table games, respectively, that is retained by us and recorded as gaming revenues.

This figure represents the difference between total wagers made by customers and the winnings they receive on slot machines and table games.

Slot win percentage and table game hold percentage are not fully controllable by us, and represent the relationship between slot handle to slot win and table game drop to table game hold, respectively.

Food & beverage revenue measures :

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hotel occupancy rate , which measures the utilization of our available rooms;

and average daily rate ("ADR"), which is a price measure;

average daily rate ("ADR"), which is a price measure;

and the cost per room , which is a measure of operating margin.

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Three Months Ended

Nine Months Ended

September 30,

(In millions)

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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.

Total revenues for the three months ended March 31, 2025 increased by $31.0 million, or 3.2% , compared to the prior year comparable period, primarily due to the following:

(i) an increase in online revenue of $23.4 million, which was driven by an increase of $13.6 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, during the three months ended March 31, 2025, as compared to the prior year comparable period and a $10.9 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Resorts Digital Gaming, LLC ("Resorts Digital") on September 1, 2024;

(ii) an increase in gaming revenues of $4.6 million, or 0.7%, driven by an increase in slot handle of 1.5% and table game hold of 4.8%;

and (iii) an increase of $2.9 million related to the Sky River Casino management fee.

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.

Operating income decreased by $19.5 million, or 8.9% , for the three months ended March 31, 2025 , compared to the prior year comparable period.

Operating income was unfavorably impacted by a $21.8 million increase in impairment of assets over the prior year comparable period as the Company recorded a long-lived asset impairment charge of $32.3 million during the three months ended March 31, 2025 related to property and equipment in the Las Vegas Locals segment, compared to a $10.5 million impairment charge during the three months ended March 31, 2024 related to a gaming license right in the Midwest & South segment.

While online revenues grew $23.4 million, $13.6 million of the 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.

Net income de

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.

Net income de

creased $120.0

million for the nine months ended September 30, 2024

March 31, 2025

, compared to the prior year comparable period, primarily due to the $19.5 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

In addition, interest expense unfavorably impacted net income and increased $6.1 million primarily due to an increase in the weighted average long-term debt balance of $498.1 million.

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,

66% of revenues for the three months ended

March 31, 2025 and

2024, respectively.

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

of revenues for the three months ended

September 30, 2024

, respectively, and 14% and 11% of revenues for the

nine months ended September 30, 2024 and

March 31, 2025

, respectively

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Three Months Ended

Nine Months Ended

September 30,

(In millions)

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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.

The increase in gaming revenues of $4.6 million, or 0.7% , during the three months ended March 31, 2025 , compared to the prior year comparable period, was primarily due to increases in slot handle of 1.5% and table game hold of 4.8%.

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 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.

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.

Food & beverage revenues increased $1.5 million, or 2.1% , during the three months ended March 31, 2025 , compared to the prior year comparable period, with margins staying consistent at 14.7% for the three months ended March 31, 2025, as compared to 14.6% for the prior year comparable period.

Room revenues decreased $1.6 million, or 3.2% , during the three months ended March 31, 2025 , compared to the prior year comparable period, primarily due to a decline of 3.1% in average daily rate.

Online revenue s increased $23.4 million during the three months ended March 31, 2025, compared to the prior year comparable period, primarily driven by an increase of $13.6 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $10.9 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Resorts Digital on September 1, 2024.

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 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.

Management fee revenues during the three months ended March 31, 2025 and 2024 of $25.1 million and $22.2 milli on, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California.

Other revenues relate to patronage visits at the other amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues.

Other rev enues increased $0.2 milli on, or 0.6%, as compared to the corresponding period 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.

We determine 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, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling interest 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 included in 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 located in Hawaii.

Results for our nonreportable operating segments, including Lattner and our Sky River Casino management fees, are aggregated in the Managed & Other category.

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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:

Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or 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 Reportable Segment and our Managed & Other category to reconcile to total revenues and total Adjusted EBITDAR:

Three Months Ended

Nine Months Ended

September 30,

(In millions)

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Adjusted EBITDAR

(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.

(1) Refer to Note 9, Segment Information, in the notes to the condensed consolidated financial statements (unaudited) for a reconciliation of Adjusted EBITDAR to net income attributable to Boyd Gaming, 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.

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.

Total revenues decreased by $2.8 million, or 1.3% , during the three months ended March 31, 2025 , as compared to the prior year comparable period, due primarily to a $2.6 million decline in room revenues.

The decrease in room revenues was attributable to declines in average daily rate of 6.8% and hotel occupancy rate of 3.1% over the prior year comparable period.

The reduction in average daily rate and hotel occupancy rate was driven primarily from the prior year benefiting from the Super Bowl held in Las Vegas during the first quarter of 2024.

Adjusted EBITDAR decreased by

million, or 3.5%, during the three months ended

March 31, 2025

, as compared to the prior year comparable period, due primarily to the room 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.

Total revenues increased by $3.8 million, or 7.0%, during the three months ended

March 31, 2025

, as compared to the prior year comparable period, reflecting revenue increases in all departmental categories.

Gaming revenue growth of $2.9 million drove the increase which was primarily attributable to increases in slot handle of 5.5% and slot win of 6.8% over the prior year comparable period.

We continue to tailor our marketing programs in the Downtown Las Vegas segment to focus on the Hawaiian market.

Total revenues increased by

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.

The Hawaiian market represented approximately 52% of our occupied rooms in this segment during both the three months ended March 31, 2025 and 2024.

Occupied rooms by Hawaiian guests increased 7.8% from the prior year comparable period as airfare from Hawaii decreased from the prior year's elevated levels driven by the Super Bowl in Las Vegas.

Adjusted EBITDAR increased by

, 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

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.

March 31, 2025

, as compared to the prior year comparable period, primarily due to the gaming revenues increase discussed above.

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 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.

Total revenues increased by $3.8 million, or 0.8% , during the three months ended March 31, 2025, as compared to the corresponding period of the prior year, reflecting revenue increases in all departmental categories.

Gaming revenues increased $1.9 million which was attributable to increases in table game hold of 6.3% and slot handle of 1.6% over the prior year comparable period.

The increases were driven by Treasure Chest, which opened its new land-based casino in June 2024.

Offsetting the strong performance at Treasure Chest, was an increase in weather-impacted days during the first quarter of 2025 of 28%, as compared to the prior year comparable period.

Adjusted EBITDA R increased by $2.2 million, or 1.2% , during the three months ended March 31, 2025 , as compared to the corresponding prior year period, due primarily to the gaming revenues increase, as discussed above.

Online reven ues increased $23.4 million during the three months ended March 31, 2025 , as compared to the prior year comparable period, primarily due to an increase of $13.6 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $10.9 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Resorts Digital on September 1, 2024.

Adjusted EBITDAR increased $2.8 million during the three months ended March 31, 2025 , as compared to the corresponding period of the prior year.

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

three and nine months ended September 30, 2024

As such, the Adjusted EBITDAR increase for the three months ended March 31, 2025, is driven by the revenue increase from Boyd Interactive's operations.

Managed & Ot her

three months ended March 31, 2025

, total revenues increased by

million, respectively, and Adjusted EBITDAR increased by

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.

million and Adjusted EBITDAR increased by

million, as compared to the corresponding period of the prior year, primarily due to a $2.9 million increase in Sky River Casino management fees.

Other Operating Costs and Expenses

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

(In millions)

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11.3% during the

three months ended September 30, 2024 and 2023, respectively, and

10.8% during the

nine months ended September 30, 2024

, respectively.

The decline in selling, g eneral and administrative expens

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.

three months ended March 31, 2025 and 2024, respectively, and essentially flat to prior year.

While we continue to focus on our disciplined operating model and targeted marketing approach, selling, general and administrative expense

s, as a percentage of revenues, were favorably impacted by the increase in revenues over the prior year comparable period.

Master Lease Rent Expense

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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.

three months ended March 31, 2025 and 2024, respectively.

Maintenance and Utilities

Maintenance and utilities expenses, as a percentage of re

4.6% during the

three months ended September 30, 2024 and 2023, respectively, and

venues, remained generally consistent at

3.6% 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.

three months ended March 31, 2025 and 2024, respectively.

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

Depreciation and amortization expenses were $68.2 million and $62.9 million during the

three months ended March 31, 2025 and 2024

, respectively

The increase is primarily attributable to the new land-based casino at Treasure Chest, that opened in June 2024.

Corporate Expense

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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

three months ended March 31, 2025 and 2024

, respectively.

1 unchanged sentence

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;

(i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, strategic 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;

3 unchanged sentences

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.

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.

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.

March 31, 2025

, project development, preopening and writedowns were favorably impacted from $2.5 million in insurance proceeds related to an asset disposition and offset by $0.9 million related to preopening costs.

During the three months ended March 31, 2024, the Company incurred $1.8 million in demolition costs and $0.9 million related to preopening costs.

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.

During the three months ended March 31, 2025 , as a result of our first quarter impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property and equipment related to our Las Vegas Locals segment.

During the three months ended March 31, 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.

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.

Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including severance payments to separated employees, natural disasters and severe weather impact, including hurricane and flood expenses, and subsequent recoveries of such costs, as applicable.

Other Expenses

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Three Months Ended

Nine Months Ended

September 30,

(In millions)

3 unchanged sentences

(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.

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.

Interest expense, net of capitalized interest a nd interest income, for the three months ended March 31, 2025 , increased $5.8 million, or 13.8% , from the prior year comparable period primarily due to an increase in the weighted average debt balance of $498.1 million offset by an approximate 20 basis point decrease in the weighted average interest rate.

The effective tax rates during the three months ended March 31, 2025 and 2024 were 27.1% and 23.1%, respectively.

Our tax rate for the three months ended March 31, 2025 , was unfavorably impacted by state taxes, nondeductible compensation, including a one-time discrete charge which was partially offset by excess tax benefits related to equity compensation and tax credits.

Our tax rate for the three months ended March 31, 2024 , was unfavorably impacted by state taxes, certain nondeductible expenses which were partially offset by the inclusion of excess tax benefits related to equity compensation and tax credits, as a component of the provision for income taxes.

LIQUIDITY AND CAPITAL RESOURCES

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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.

At March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $311.5 million and $316.7 million, respectively.

In addition, we held restricted cash balances of $5.3 million and $4.7 million at March 31, 2025 and December 31, 2024, respectively.

Our working capital deficit at March 31, 2025 and December 31, 2024, wa s $127.9 million and $61.2 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.

The Company may also seek to secure additional working capital, repay respective current debt maturities, or fund respective 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.

Cash Flows Summary

Nine Months Ended

September 30,

Three Months Ended

(In millions)

3 unchanged sentences

Payments received on note receivable

Cash paid for acquisition, net of cash received

Advances made under note receivable

Cash paid for asset acquisitions

Other investing activities

5 unchanged sentences

Dividends paid

Other financing activities

Net cash used in financing activities

2 unchanged sentences

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.

During the three months ended March 31, 2025 and 2024 , we generated operating cash flows of $256.4 million and $250.7 million, respectively.

Generally, operating cash flows in creased during 2025 as compared to the prior year comparable period due to revenue increases, after excluding the $13.6 million increase from online revenue reimbursements of gaming taxes and other expenses as an equal amount was paid out as expenses.

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.

Our industry is capital intensive and we use cash flows for acquisitions, facility expansions, investments in future development or business opportunities and maintenance capital expenditures.

During the three months ended March 31, 2025 , we incurred net cash outflows for investing activities of $250.4 million comprised of the following:

(i) capital expenditures of $169.9 million, primarily related to our various guest room remodels, meeting and convention space at Ameristar St.

Charles, slot machines, land, IT equipment and building projects at various properties;

(ii) cash paid for asset acquisitions of $41.4 million;

and (iii) advances made under a note receivable of $31.8 million.

During the three months ended March 31, 2024 , we incurred net cash outflows for investing activities of $90.3 million comprised of capital expenditures of $89.6 million, primarily related to our Treasure Chest land-based casino project, various guest room remodels, IT equipment and building projects at various properties.

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 .

The net cash outflows from financing activities during the three months ended March 31, 2025 is primarily driven by share repurchases and dividends paid, reflecting the priority of our capital return program and focus on returning capital to shareholders.

During the first quarter of 2025, we increased borrowings under the Credit Facility as we increased our share repurchase activity, resulting in net borrowings under the Credit Facility in the first quarter of 2025 of $338.1 million driven by the $328.0 million in share repurchases for the quarter.

The net cash outflows from financing activities during the three months ended March 31, 2024, primarily reflect share repurchases, payments on the outstanding principal under our Credit Facility, dividends paid and share-based compensation.

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

March 31, 2025

December 31, 2024

Increase / (Decrease)

Credit facility

6 unchanged sentences

The outstanding principal amounts under the Credit Facility are comprised of the following:

September 30,

(In millions)

1 unchanged sentence

Total outstanding principal amounts

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.

With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $825.0 million and $65.4 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 $546.6 million as of March 31, 2025.

The blended interest rate for outstanding borrowings under the Credit Facility was 6.2% at both March 31, 2025 and December 31, 2024.

Debt Service Requirements

3 unchanged sentences

Covenant Compliance

As of September 30, 2024, we were in compliance with the financial covenants of our debt instruments.

As of March 31, 2025, 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.

4 unchanged sentences

Summarized combined balance sheet information for the parent company and the Guarantors is as follows:

September 30,

(In millions)

4 unchanged sentences

Summarized combined results of operations for the parent company and the Guarantors is as follows:

Nine Months Ended

Three Months Ended

(In millions)

September 30, 2024

March 31, 2025

Operating income

2 unchanged sentences

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.

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, May 9, 2024 and December 5, 2024.

As of March 31, 2025, we were authorized to repurchase up to an additional $312.5 million in shares of our common stock under the Share Repurchase Program.

We repurchased 4.5 million shares and 1.7 million shares during the three months ended March 31, 2025 and 2024, 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.

15 unchanged sentences

April 15, 2024

June 15, 2023

July 15, 2023

August 15, 2023

September 15, 2023

October 15, 2023

December 5, 2024

4 unchanged sentences

April 15, 2025

June 15, 2024

July 15, 2024

August 20, 2024

September 15, 2024

October 15, 2024

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.

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 availability 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.

1 unchanged sentence

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.

We currently estimate that our annual cash capital requirements to perform ongoing refurbishment and maintenance at our properties is approximately $250 million.

In addition, we expect to spend an additional $100 million in 2025 for hotel renovation projects at three of our gaming entertainment properties.

We intend to f und our capital expenditures through cash on hand, our Credit Facility and operating cash flows.

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.

In 2025, we expect to spend an additional $100 million in growth projects, which includes the expansion of meeting and convention space at Ameristar St.

Charles and 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.

Finally, we are expanding our portfolio with a $750 million resort development in Norfolk, Virginia.

We plan to open a modest transitional casino in late 2025 and the resort, featuring 1,500 slots, 50 table games, a 200-room hotel, eight food and beverage outlets and other amenities, in late 2027.

We expect to spend between $150 million and $200 million on this project in 2025.

During the three months ended March 31, 2025, the company spent approximately $170 million of the total estimated $600 million to $650 million of capital spend expected in 2025.

Other Opportunities

2 unchanged sentences

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 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;

1 unchanged sentence

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.

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 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.

As discussed above in Capital Spending and Development , we expect to open a modest transitional facility in late 2025 and the resort in late 2027.

Contingencies

16 unchanged sentences

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;

1 unchanged sentence

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;

competition, including expansion of gaming into additional markets including online gaming, our ability to respond to such competition, and our expectations regarding continued competition in the markets in which we compete;

our expectations regarding the expansion of sports betting and online wagering;

our expectation regarding future trends affecting the gaming industry and the impact of these trends on growth in our industry, future development opportunities and merger and acquisition activity in general;

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;

the sufficiency of our cash flows from operating activities and financing sources to meet our 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;

1 unchanged sentence

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;

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.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis