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 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. 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 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. 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 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 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. 25 Table of Contents 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. 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. We also hold a five percent equity ownership interest in FanDuel Group Parent, LLC ("FanDuel"), the nation's leading sports-betting operator. On July 10, 2025, we entered into a definitive agreement with FanDuel and TSE Holdings Ltd., to sell our equity interest, terminate certain existing market access agreements and enter into certain new market access agreements for aggregate cash consideration of $1.755 billion. See also Note 10 , Subsequent Events. 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 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. 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. Commitment to Corporate Social Responsibility ("CSR") We seek to fulfill our commitment to CSR 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. 26 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 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 : 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; 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 Six Months Ended June 30, June 30, (In millions) 2025 2024 2025 2024 Total revenues $ 1,034.0 $ 967.5 $ 2,025.6 $ 1,928.0 Operating income 242.4 227.1 442.3 446.5 Net income 150.4 139.8 261.2 276.3 Total Revenues Total revenues for the three months ended June 30, 2025 increased by $66.5 million, or 6.9% , compared to the prior year comparable period, primarily due to the following: (i) an increase in online revenue of $43.1 million, which was driven by an increase of $30.4 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, during the three months ended June 30, 2025, as compared to the prior year comparable period and a $10.7 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Resorts Digital Gaming, LLC ("Boyd Digital") on September 1, 2024; (ii) an increase in gaming revenues of $20.6 million, or 3.2%, driven by an increase in slot handle of 3.6%, slot win of 3.5% and table game hold of 7.1%; and (iii) an increase of $2.5 million related to the Sky River Casino management fee. Total revenues for the six months ended June 30, 2025 increased by $97.5 million, or 5.1% , compared to the prior year comparable period, primarily due to the following: (i) an increase in online revenue of $66.5 million, which was driven by an increase of $44.0 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, during the six months ended June 30, 2025, as compared to the prior year comparable period and a $21.6 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024; (ii) an increase in gaming revenues of $25.2 million, or 2.0%, driven by an increase in slot handle of 2.6%, slot win of 2.2% and table game hold of 5.9%; and (iii) an increase of $5.4 million related to the Sky River Casino management fee. Operating Income Operating income increased by $15.3 million, or 6.7% , for the three months ended June 30, 2025 , compared to the prior year comparable period, primarily due to the $66.5 million total revenue increase, as discussed above. While online revenues grew $43.1 million, $30.4 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. Operating income decreased by $4.2 million, or 0.9%, for the six months ended June 30, 2025, compared to the prior year comparable period. Operating income was favorably impacted by the $97.5 million revenue growth, as discussed above. W hile online revenues grew $66.5 million, $44.0 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. Operating income was unfavorably impacted by a $9.6 million increase in depreciation driven by the new land-based casino at Treasure Chest, which opened in June 2024 and hotel room renovations at multiple properties. Operating income was also 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 six months ended June 30, 2025 related to property and equipment in the Las Vegas Locals segment, compared to a $10.5 million impairment charge during the six months ended June 30, 2024 related to a gaming license right in the Midwest & South segment. Net Income Net income increased $10.5 million for the three months ended June 30, 2025 , compared to the prior year comparable period, primarily due to the $15.3 million increase in operating income, as discussed above. Net income was unfavorably impacted by an increase in interest expense of $7.6 million primarily due to an increase in the weighted average long-term debt balance of $638.8 million. Net income de creased $15.1 million for the six months ended June 30, 2025, compared to the prior year comparable period, primarily due to an increase in interest expense of $13.7 million, which was driven by an increase in the weighted average long-term debt balance of $568.9 million, and the $4.2 million operating income decline, as discussed above. 27 Table of Contents Operating Revenues We derive the majority of our revenues from our gaming operations, which produced approximately 65% of revenues for the three and six months ended June 30, 2025, respectively, and 67% of revenues for the three and six months ended June 30, 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 17% and 13% of revenues for the three months ended June 30, 2025 and 2024 , respectively, and 17% and 14% of revenues for the six months ended June 30, 2025 and 2024 , respectively. Food & beverage revenues, room revenues, management fee revenues and other revenues each separately contributed 8% or less of revenues during these periods. Three Months Ended Six Months Ended June 30, June 30, (In millions) 2025 2024 2025 2024 REVENUES Gaming $ 671.4 $ 650.8 $ 1,310.2 $ 1,285.0 Food & beverage 78.2 77.0 152.3 149.6 Room 51.4 52.6 98.9 101.5 Online 173.1 129.9 342.6 276.1 Management fee 23.8 21.3 48.9 43.5 Other 36.1 35.9 72.7 72.3 Total revenues $ 1,034.0 $ 967.5 $ 2,025.6 $ 1,928.0 DEPARTMENTAL OPERATING EXPENSES Gaming $ 259.6 $ 252.1 $ 505.7 $ 497.8 Food & beverage 65.6 63.2 129.0 125.1 Room 19.5 19.3 38.5 38.1 Online 150.1 112.7 296.1 238.2 Other 12.1 13.2 24.9 26.2 Total departmental operating expenses $ 506.9 $ 460.5 $ 994.2 $ 925.4 MARGINS Gaming 61.3 % 61.3 % 61.4 % 61.3 % Food & beverage 16.1 % 17.9 % 15.3 % 16.4 % Room 62.1 % 63.3 % 61.1 % 62.5 % Online 13.3 % 13.2 % 13.6 % 13.7 % Other 66.5 % 63.2 % 65.7 % 63.8 % Gaming Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The increase in gaming revenues of $20.6 million, or 3.2% , during the three months ended June 30, 2025 , compared to the prior year comparable period, was primarily due to increases in slot handle of 3.6%, slot win of 3.5% and table game hold of 7.1%. Gaming revenues increased $25.2 million, or 2.0% , during the six months ended June 30, 2025 , compared to the prior year comparable period, and was primarily due to increases in slot handle of 2.6%, slot win of 2.2% and table game hold of 5.9%. Food & Beverage Food & beverage revenues increased $1.2 million, or 1.5% , and $2.7 million, or 1.8% during the three and six months ended June 30, 2025 , respectively, compared to the prior year comparable periods, primarily due to increases in average guest check of 5.6% and 5.4%, respectively, over the prior year comparable periods. Room Room revenues decreased $1.1 million, or 2.2% , and $2.7 million, or 2.7% during the three and six months ended June 30, 2025 , respectively, compared to the prior year comparable periods, primarily due to a decline in average daily rate of 2.5% and 2.8%, respectively, over the prior year comparable periods. 28 Table of Contents Online Online reven ues increased $43.1 million during the three months ended June 30, 2025 , compared to the prior year comparable period, primarily driven by an increase of $30.4 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $10.7 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024. Online revenu es increased $66.5 million during the six months ended June 30, 2025 , compared to the prior year comparable period, primarily driven by an increase of $44.0 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $21.6 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024. Management fee Management fee revenues during the three months ended June 30, 2025 and 2024 of $23.8 million and $21.3 milli on, respectively, and during the six months ended June 30, 2025 and 2024 of $48.9 million and $43.5 milli on, 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 venues. Other rev enues increased $0.2 milli on, or 0.5%, and $0.4 million, or 0.6%, during the three and six months ended June 30, 2025 , respectively, as compared to the corresponding periods of the prior year. Revenues and Adjusted EBITDAR by Reportable Segment 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. 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 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 Six Months Ended June 30, June 30, (In millions) 2025 2024 2025 2024 Total revenues Las Vegas Locals $ 229.1 $ 225.1 $ 451.9 $ 450.7 Downtown Las Vegas 55.2 57.7 112.5 111.2 Midwest & South 540.1 521.7 1,044.7 1,022.5 Online 173.1 129.9 342.6 276.1 Managed & Other 36.5 33.1 73.9 67.5 Total revenues $ 1,034.0 $ 967.5 $ 2,025.6 $ 1,928.0 Adjusted EBITDAR (1) Las Vegas Locals $ 112.7 $ 109.2 $ 219.3 $ 219.7 Downtown Las Vegas 19.4 22.0 40.3 39.8 Midwest & South 201.4 195.5 384.6 376.5 Online 22.3 17.1 45.6 37.5 Managed & Other 26.0 23.1 53.3 47.9 Corporate expense (23.9 ) (22.7 ) (47.7 ) (46.7 ) Adjusted EBITDAR $ 357.9 $ 344.2 $ 695.4 $ 674.7 (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 increased by $4.0 million, or 1.8% , during the three months ended June 30, 2025 , as compared to the prior year comparable period driven by gaming revenues. Gaming revenues increased $3.5 million primarily due to increases in slot win of 3.2% and slot handle of 2.3%. 29 Table of Contents Total revenues increased by $1.2 million, or 0.3%, during the six months ended June 30, 2025, as compared to the prior year comparable period. Gaming revenues increased $2.8 million primarily due to increases in slot win of 1.8% and slot handle of 1.3%. Food & beverage revenues increased $1.9 million which was attributable to a 3.2% increase in food covers and 5.3% increase in average guest check. Offsetting these revenue increases, was a $3.5 million decline in room revenues. The decrease in room revenues was attributable to declines in average daily rate of 6.2% and hotel occupancy rate of 1.6% 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 increased by $3.5 million, or 3.2% , and decreased by $0.4 million, or 0.2% , during the three and six months ended June 30, 2025 , respectively, as compared to the prior year comparable periods, due primarily to the revenue changes for the respective time periods discussed above. At our Las Vegas Locals properties, gaming and room revenues are the highest margin revenue streams while food & beverage revenues have the lowest margin and are significantly lower than gaming and room margins. The shift in the revenue growth to higher margin revenue streams for the three months ended June 30, 2025, contributed more favorably to Adjusted EBITDAR growth for this period as compared to the six months ended June 30, 2025. Downtown Las Vegas Total revenues decreased by $2.4 million, or 4.2%, during the three months ended June 30, 2025 , as compared to the prior year comparable period, driven by a decline in gaming revenues of $2.6 million due to decreases in slot win of 7.6% and slot handle of 6.4%. We continue to tailor our marketing programs in the Downtown Las Vegas segment to focus on the Hawaiian market. The Hawaiian market represented approximately 53% and 56% of our occupied rooms in this segment during the three months ended June 30, 2025 and 2024, respectively. The second quarter of 2024 benefited from increased visitation from our Hawaiian customers, as elevated airfare prices in the first quarter of 2024 due to the Super Bowl in Las Vegas reduced Hawaiian visitation in the first quarter of 2024. Total revenues increased by $1.3 million, or 1.2%, during the six months ended June 30, 2025, as compared to the prior year comparable period, reflecting revenue increases in all departmental categories. Room revenues increased by $0.7 million primarily due to an increase in the hotel occupancy rate of 3.3%. Adjusted EBITDAR decreased by $2.6 million, or 11.9% , and increased by $0.5 million, or 1.2% , during the three and six months ended June 30, 2025 , respectively, as compared to the prior year comparable periods, due primarily to the revenue changes for the respective time periods discussed above. Midwest & South Total revenues increased by $18.3 million, or 3.5% , during the three months ended June 30, 2025 , as compared to the corresponding period of the prior year. Gaming revenues increased $18.9 million which was attributable to increases in table game hold of 10.4%, slot handle of 5.2% and slot win of 4.4% over the prior year comparable period. The increases were primarily driven by Treasure Chest, which opened its new land-based casino in June 2024. Total revenues increased by $22.1 million, or 2.2% , during the six months ended June 30, 2025, as compared to the corresponding period of the prior year, reflecting revenue increases in all departmental categories. Gaming revenues increased $20.9 million which was attributable to increases in table game hold of 8.4%, slot handle of 3.4% and slot win of 2.5% over the prior year comparable period. The increases were driven by Treasure Chest, which opened its new land-based casino in June 2024. Adjusted EBITDA R increased by $5.9 million, or 3.0% , and $8.2 million, or 2.2%, during the three and six months ended June 30, 2025 , respectively, as compared to the corresponding prior year periods, due primarily to the gaming revenues increase, as discussed above. Online Online reven ues increased $43.1 million during the three months ended June 30, 2025 , compared to the prior year comparable period, primarily driven by an increase of $30.4 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $10.7 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024. Online revenu es increased $66.5 million during the six months ended June 30, 2025 , compared to the prior year comparable period, primarily driven by an increase of $44.0 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $21.6 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024. Adjusted EBITDAR increased $5.2 million and $8.0 million during the three and six months ended June 30, 2025 , respectively, as compared to the corresponding periods 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. As such, the Adjusted EBITDAR increase for the three and six months ended June 30, 2025, is driven primarily by the revenue increase from Boyd Interactive's operations. Managed & Ot her During the three and six months ended June 30, 2025 , total revenues increased by $3.4 million and $6.3 million, respectively, and Adjusted EBITDAR increased by $2.8 million, and $5.4 million, respectively, as compared to the corresponding period of the prior year, primarily due to a $2.5 million and $5.4 million increase in Sky River Casino management fees for the three and six months ended June 30, 2025 , respectively. 30 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 Six Months Ended June 30, June 30, (In millions) 2025 2024 2025 2024 Selling, general and administrative $ 110.1 $ 105.1 $ 217.9 $ 213.3 Master lease rent expense 28.4 27.9 56.6 55.1 Maintenance and utilities 37.3 36.9 74.0 71.7 Depreciation and amortization 70.0 65.7 138.2 128.6 Corporate expense 35.4 31.3 65.3 60.6 Project development, preopening and writedowns 2.8 7.6 1.2 10.6 Impairment of assets — — 32.3 10.5 Other operating items, net 0.8 5.4 3.5 5.9 Selling, General and Administrative Selling, general and administrative expens es, as a p ercentage of revenues, were 10.6% and 10.9% during the three months ended June 30, 2025 and 2024, respectively, and 10.8% and 11.1% during the six months ended June 30, 2025 and 2024, respectively. 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 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 $28.4 million and $27.9 million during the three months ended June 30, 2025 and 2024, respectively, and $56.6 million and $55.1 million during the six months ended June 30, 2025 and 2024, respectively. Maintenance and Utilities Maintenance and utilities expenses, as a percentage of re venues, remained generally consistent at 3.6% and 3.8% during the three months ended June 30, 2025 and 2024, respectively, and 3.7% for both the six months ended June 30, 2025 and 2024. Depreciation and Amortization Depreciation and amortization expenses were $70.0 million and $65.7 million during the three months ended June 30, 2025 and 2024 , respectively, and $138.2 million and $128.6 million during the six months ended June 30, 2025 and 2024, respectivel y. The increase for both periods presented is primarily attributable to the new land-based casino at Treasure Chest, which opened in June 2024 and hotel room renovations at multiple properties. 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 3.4% and 3.2% of revenues during the three months ended June 30, 2025 and 2024 , respectively, and 3.2% and 3.1% during the six months ended June 30, 2025 and 2024, 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, 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; (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 June 30, 2025 , project development, preopening and writedowns included $1.8 million in preopening costs. During the three months ended June 30, 2024, the Company incurred $5.9 million in project development and preopening cost, primarily related to the opening of the Treasure Chest land-based casino, and $1.1 million in demolition costs. During the six months ended June 30, 2025 , project development, preopening and writedowns included $2.7 million of preopening expenses and $1.1 million of asset writedowns offset by $2.5 million in insurance proceeds related to an asset disposition. During the six months ended June 30, 2024, the Company incurred $6.9 million in project development and preopening costs, primarily related to the opening of the Treasure Chest land-based casino, and $3.0 million in demolition costs. Impairment of Assets During the six months ended June 30, 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 six months ended June 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. Other Operating Items, net 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. 31 Other Expenses Interest Expense, net The following table summarizes information with respect to our interest expense on outstanding indebtedness: Three Months Ended Six Months Ended June 30, June 30, (In millions) 2025 2024 2025 2024 Interest expense, net of capitalized interest and interest income $ 49.3 $ 42.5 $ 96.9 $ 84.4 Average long-term debt balance (1) 3,555.9 2,917.0 3,474.9 2,906.0 Weighted average interest rates 5.4 % 5.6 % 5.4 % 5.6 % (1) Average debt balance calculation does not include the related discounts or deferred finance charges. Interest expense, net of capital ized interest and interest income, for the three months ended June 30, 2025 , increased $6.8 million, or 15.9% , from the prior year comparable period and is primarily driven by an increase in the weighted average debt balance of $638.8 million offset by an approximate 20 basis point decrease in the weighted average interest rate. I nterest expense, net of capitalized interest a nd interest income, for the six months ended June 30, 2025 , increased $12.5 million, or 14.8%, from the prior year comparable period primarily due to an increase in the weighted average debt balance of $568.9 million offset by an approximate 20 basis point decrease in the weighted average interest rate. Income Taxes The effective tax rates during the six months ended June 30, 2025 and 2024 were 24.3% and 23.7% , respectively. Our tax rate for the six months ended June 30, 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 six months ended June 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 related to equity compensation and tax credits, as a component of the provision for income taxes. On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation and the business interest expense limitation, and a broad range of other tax provisions. Accounting Standards Codification 740, Income Taxes , requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025. 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 June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $320.1 million and $316.7 million, respectively. In addition, we held restricted cash balances of $5.9 million and $4.7 million at June 30, 2025 and December 31, 2024, respectively. Our working capital deficit at June 30, 2025 and December 31, 2024, wa s $88.8 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 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. 32 Cash Flows Summary Six Months Ended June 30, (In millions) 2025 2024 Net cash provided by operating activities $ 461.4 $ 463.8 Cash flows from investing activities Capital expenditures (294.3 ) (204.0 ) Payments received on note receivable — 0.2 Advances made under note receivable (31.8 ) — Cash paid for asset acquisitions (41.5 ) — Other investing activities (8.3 ) (1.7 ) Net cash used in investing activities (375.9 ) (205.5 ) Cash flows from financing activities Net borrowings under credit facility 387.8 41.3 Share-based compensation activities (6.0 ) (9.6 ) Shares repurchased and retired (433.0 ) (281.2 ) Dividends paid (29.4 ) (31.8 ) Other financing activities — (0.1 ) Net cash used in financing activities (80.6 ) (281.4 ) Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash (0.3 ) (0.1 ) Increase (decrease) in cash, cash equivalents and restricted cash $ 4.6 $ (23.2 ) Cash Flows from Operating Activities During the six months ended June 30, 2025 and 2024 , we generated consistent operating cash flows of $461.4 million and $463.8 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 opportunities and maintenance capital expenditures. During the six months ended June 30, 2025 , we incurred net cash outflows for investing activities of $375.9 million comprised of the following: (i) capital expenditures of $294.3 million, primarily related to our various guest room remodels, meeting and convention space at Ameristar St. Charles, casino development in Norfolk, Virginia and new Cadence Crossing casino, slot machines, land, IT equipment and building projects at various properties; (ii) cash paid for asset acquisitions of $41.5 million; and (iii) advances made under a note receivable of $31.8 million. During the six months ended June 30, 2024 , we incurred net cash outflows for investing activities of $205.5 million comprised of capital expenditures of $204.0 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. 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 six months ended June 30, 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 half of 2025, we increased borrowings under the Credit Facility as we increased our share repurchase activity, resulting in net borrowings under the Credit Facility during the six months ended June 30, 2025, of $387.8 million driven by the $433.0 million in share repurchases for the six months ended June 30, 2025. The net cash outflows from financing activities during the six months ended June 30, 2024 , primarily reflect share repurchases, incremental borrowings under our Credit Facility, share-based compensation and dividends paid. Indebtedness The outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances are as follows: June 30, December 31, (In millions) 2025 2024 Increase Credit facility $ 1,688.1 $ 1,300.3 $ 387.8 4.750% senior notes due 2027 1,000.0 1,000.0 — 4.750% senior notes due 2031 900.0 900.0 — Total long-term debt 3,588.1 3,200.3 387.8 Less current maturities 44.0 44.0 — Long-term debt, net $ 3,544.1 $ 3,156.3 $ 387.8 33 Amounts Outstanding The outstanding principal amounts under the Credit Facility are comprised of the following: June 30, December 31, (In millions) 2025 2024 Revolving Credit Facility $ 905.0 $ 475.0 Term A Loan 737.0 759.0 Swing Loan 46.1 66.3 Total outstanding principal amounts $ 1,688.1 $ 1,300.3 With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $905.0 million and $46.1 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 $485.9 million as of June 30, 2025. The blended interest rate for outstanding borrowings under the Credit Facility was 6.1% and 6.2% at June 30, 2025 and December 31, 2024. 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 June 30, 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. 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: June 30, December 31, (In millions) 2025 2024 Current assets $ 481.5 $ 493.6 Noncurrent assets 10,968.6 10,462.7 Current liabilities 555.1 543.6 Noncurrent liabilities 4,562.5 4,198.9 Summarized combined results of operations for the parent company and the Guarantors is as follows: Six Months Ended (In millions) June 30, 2025 Revenues $ 1,965.7 Operating income 902.7 Income before income taxes 807.5 Net income 722.9 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, May 9, 2024, December 5, 2024 and July 17, 2025. As of June 30, 2025 and prior to the additional authorization on July 17, 2025, we were authorized to repurchase up to an additional $207.5 million in shares of our common stock under the Share Repurchase Program. We repurchased 1.5 million shares and 3.1 million shares during the three months ended June 30, 2025 and 2024, respectively, and 5.9 million and 4.8 million shares during the six months ended June 30, 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. 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. 34 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 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 December 5, 2024 December 16, 2024 January 15, 2025 0.17 February 20, 2025 March 17, 2025 April 15, 2025 0.18 May 8, 2025 June 16, 2025 July 15, 2025 0.18 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 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. 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 $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. 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 a 65,000 square-foot casino, 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 six months ended June 30, 2025, the company spent approximately $294 million of the total estimated $600 million to $650 million of capital spend expected in 2025. 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 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 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. 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 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, 2024, as filed with the SEC on February 21, 2025. 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, 2024, as filed with the SEC on February 21, 2025. 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). 35 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; • 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, 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; • 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; • 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 asset impairment analyses and our intangible asset and goodwill impairment tests; and • the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotels and casinos. 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, 2024, 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.