# Boyd Gaming Corp: Form 10-Q for the period ended Mar 31, 2024

- Company: [Boyd Gaming Corp](/companies/byd.md) (CIK 906553)
- Form: 10-Q
- Filed: 2024-05-03
- Accepted by EDGAR: May 3, 2024, 20:08 ET
- Period: 2024-03-31
- Accession: 0001437749-24-014653
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/906553/000143774924014653/bgc20240331_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/906553/000143774924014653/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Selling, general and administrative | 3 months, 2024-01-01 to 2024-03-31 | $108.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-01-01 to 2024-03-31 | $219.4m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-01-01 to 2024-03-31 | $42.3m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-01-01 to 2024-03-31 | $41.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | $136.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-01-01 to 2024-03-31 | $1.40 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-01-01 to 2024-03-31 | $1.40 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-01-01 to 2024-03-31 | 97,479,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-01-01 to 2024-03-31 | $250.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-01-01 to 2024-03-31 | $89.6m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2024-01-01 to 2024-03-31 | $15.5m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 3 months, 2024-01-01 to 2024-03-31 | $105.5m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2024-03-31 | $283.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $480.4m | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $6.23bn | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $600.4m | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2024-03-31 | $2.82bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2024-03-31 | $44.3m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2024-03-31 | $1.75bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 50,256 characters.

### 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 operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. In addition, we own and operate Boyd Interactive, a business-to-business ("B2B") and business-to-consumer ("B2C") online gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria. We have the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties. The table below lists the Reportable Segment classification of each of our gaming entertainment properties 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 and a captive insurance company that underwrites travel-related insurance, 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, dining, 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 the players' cashless "BoydPay" wallet, subject to certain gaming regulations and jurisdictions, most of our customers wager with cash and pay for non-gaming services with cash or by credit card.

Our industry is capital intensive, and we rely heavily on the ability of our operations to generate operating cash flow to fund maintenance capital expenditures, fund acquisitions, provide excess cash for future development, repay debt financing and associated interest costs, repurchase our debt or equity securities, and pay income taxes and dividends.

### 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 and 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 intend to take a balanced approach to 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, development of new properties, expanding and enhancing online sports wagering and online casino offerings as they are legalized in and around the states we operate today, and asset acquisitions.

### Maintaining Our Brand

The ability of our Team Members to deliver great customer service helps distinguish our Company and our brands from our competitors. Our Team Members are an important reason that our customers continue to choose our properties over the competition across the country. In addition, we have established nationwide branding and 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 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 have established a culture that promotes conducting business with the highest level of integrity.

### 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" wallet, 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 mean the difference between customer wagers and customer winnings on slot machines and table games, respectively, represent the amount of wagers retained by us and recorded as gaming revenues. Slot win percentage and table game hold percentage, which are not fully controllable by us, represent the relationship between slot handle to slot win and table game drop to table game hold, respectively.
- ***Food & beverage revenue measures:*** *average guest check*, which means the average amount spent per customer visit and is a measure of volume and product offerings; *number of guests served* ("food covers"), which is an indicator of volume; and the *cost per guest served*, which is a measure of operating margin.
- ***Room revenue measures:*** *hotel occupancy rate*, which measures the utilization of our available rooms; and *average daily rate* ("ADR"), which is a price measure; and the *cost per room*, which is a measure of operating margin.

### RESULTS OF OPERATIONS

### Overview

*(In millions)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Total revenues | $960.5 | $964.0 |
| Operating income | 219.4 | 284.9 |
| Net income | 136.5 | 199.7 |

### Total Revenues

Total revenues for the three months ended March 31, 2024 decreased by $3.4 million, or 0.4%, compared to the prior year comparable period, primarily due to a decline in gaming revenue of $30.2 million. The decline in gaming revenues is primarily driven by the first month of the quarter as gaming revenues declined $23.0 million year over year driven by severe winter storms throughout our Midwest & South segment in January. Additionally, we had a difficult prior year comparison in our Las Vegas segments as the first quarter of 2023, and January in particular, was strengthened by increased visitation to Las Vegas as convention business continued to rebuild to pre-pandemic levels and the Hawaiian customer continued to resume traveling after COVID-related restrictions were lifted in Hawaii. Excluding these impacts in January, we saw growth in play from our core customer for the remainder of the quarter, while our retail customer continued to be soft and declined year over year. Additionally, we saw overall market softness and competitive pressures from a new competitor that opened in our Las Vegas Locals market that further contributed to the year over year gaming revenue declines. Offsetting the decrease in gaming revenues, is a $23.3 million increase in online revenues, including an increase of $20.0 million over the prior year of revenues from reimbursements of gaming taxes and other expenses paid on behalf of our online partners, and an increase in Sky River Casino management fees of $2.2 million.

### Operating Income

Operating income decreased by $65.5 million, or 23.0%, for the three months ended March 31, 2024, compared to the prior year comparable period, primarily due to the $30.2 million gaming revenues decline, as discussed above. In addition, while online revenues grew $23.3 million, $20.0 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 also unfavorably impacted by 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 three months ended March 31, 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 three months ended March 31, 2023. In addition, 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 last 10 years as we evaluated the current expected credit losses after an amendment to Wilton Rancheria’s third-party construction loan in March 2023 that allowed for payments to us to begin in March 2023.

### Net Income

Net income de creased $63.3 million for the three months ended March 31, 2024 , compared to the prior year comparable period, primarily due to the $65.5 million decrease in operating income, as discussed above. Interest income decreased $17.7 million during the three months ended March 31, 2024, due to an adjustment to the expected loss for interest on the Wilton Note and interest earned on the Wilton Note during the three months ended March 31, 2023, but was offset by a decline in the income tax provision of $18.3 million due to operational performance declines and thus lower resulting taxes.

### Operating Revenues

We derive the majority of our revenues from our gaming operations, which produced approximately 66% and 69% of revenues for the three months ended March 31, 2024 and 2023, 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 15% and 13% of revenues for the three months ended March 31, 2024 and 2023 , respectively . Food & beverage revenues, room revenues, management fee revenues and other revenues separately contributed 8% or less of revenues during these periods.

*(In millions)*

| REVENUES | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Gaming | $634.1 | $664.3 |
| Food & beverage | 72.6 | 71.6 |
| Room | 49.0 | 50.1 |
| Online | 146.2 | 122.9 |
| Management fee | 22.2 | 20.0 |
| Other | 36.4 | 35.1 |
| **Total revenues** | $960.5 | $964.0 |
| **DEPARTMENTAL OPERATING EXPENSES** |  |  |
| Gaming | $245.7 | $249.8 |
| Food & beverage | 62.0 | 59.3 |
| Room | 18.7 | 17.1 |
| Online | 125.5 | 102.0 |
| Other | 12.9 | 11.6 |
| **Total departmental operating expenses** | $464.8 | $439.8 |
| **MARGINS** |  |  |
| Gaming | 61.3% | 62.4% |
| Food & beverage | 14.6% | 17.2% |
| Room | 61.8% | 65.9% |
| Online | 14.2% | 17.0% |
| Other | 64.6% | 67.0% |

### 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 decrease in gaming revenues of $30.2 million, or 4.5%, during the three months ended March 31, 2024, compared to the prior year comparable period, was primarily due to declines in slot handle of 3.5%, slot win of 2.4% and table game hold of 5.6%. Gaming revenues were impacted by winter storms throughout the Midwest & South in January, market softness and competitive pressures in our Las Vegas Locals segment, increased visitation in our Las Vegas segments in the prior year as COVID restrictions were lifted in Hawaii and convention business continued to return and softness in the current year in our retail customers, all as discussed above.

### Food & Beverage

Food & beverage revenues increased $1.1 million, or 1.5%, during the three months ended March 31, 2024, compared to the prior year comparable period, primarily due to an increase in average guest check of 6.2%, which offset a similar decline in the number of guests served.

### Room

Room revenues decreased $1.1 million, or 2.2%, during the three months ended March 31, 2024, compared to the prior year comparable period, primarily due to a decline of 5.2% in average daily rate, while hotel occupancy rate remained relatively flat.

### Online

Online revenuesincreased $23.3 million during the three months ended March 31, 2024, compared to the prior year comparable period, primarily driven by an increase of $20.0 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

### Management fee

Management fee revenues during the three months ended March 31, 2024 and 2023 of $22.2 million and $20.0 million, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California.

### Other

Other revenues relate to patronage visits at the other amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues increased $1.3 million, or 3.6%, 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, income taxes, depreciation and amortization, deferred rent, master lease rent expense, other operating items, net, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, loss on early extinguishments and modifications of debt and other items, net, as applicable. Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties comprising our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and our Online segment. Results for Downtown Las Vegas include the results of our travel agency and captive insurance company in Hawaii. Results for our nonreportable operating segments, including Lattner and our Sky River Casino management fees, are aggregated in the Managed & Other category. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense.

EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with accounting principles generally accepted in the United States of America ("GAAP"), facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before the impact of investing transactions, financing transactions and income taxes. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results.

The following table presents total revenues and Adjusted EBITDAR by our Reportable Segments and our Managed & Other category to reconcile to total revenues and total Adjusted EBITDAR:

*(In millions)*

| Total revenues | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Las Vegas Locals | $225.6 | $240.3 |
| Downtown Las Vegas | 53.5 | 56.5 |
| Midwest & South | 500.8 | 512.2 |
| Online | 146.2 | 122.9 |
| Managed & Other | 34.4 | 32.1 |
| **Total revenues** | $960.5 | $964.0 |
| **Adjusted EBITDAR (1)** |  |  |
| Las Vegas Locals | $110.4 | $126.1 |
| Downtown Las Vegas | 17.8 | 22.4 |
| Midwest & South | 181.0 | 198.7 |
| Online | 20.5 | 20.6 |
| Managed & Other | 24.8 | 21.5 |
| Corporate expense | (24.0) | (22.2) |
| **Adjusted EBITDAR** | $330.5 | $367.1 |

(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, as reported in accordance with GAAP in our accompanying condensed consolidated statements of operations.

### Las Vegas Locals

Total revenues decreased by $14.6 million, or 6.1%, during the three months ended March 31, 2024, as compared to the prior year comparable period, due primarily to a $14.9 million decline in gaming revenues. The decrease in gaming revenues was attributable to declines in table game hold of 11.2%, slot handle of 6.1% and slot win of 5.5% over the prior year comparable period. As discussed earlier, the Las Vegas Locals segment was impacted by competitive pressures with a new competitor recently entering the market and overall market softness, particularly driven by softness in the retail customer. In addition, the Las Vegas Locals segment had a difficult comparison this quarter with record first quarter revenues in the prior year.

Adjusted EBITDAR decreased by $15.7 million, or 12.5%, during the three months ended March 31, 2024 , as compared to the prior year comparable period, due primarily to the gaming revenues decline discussed above and cost increases primarily in wages and property insurance .

### Downtown Las Vegas

Total revenues decreased by $3.0 million, or 5.4%, during the three months ended March 31, 2024 , as compared to the prior year comparable period, primarily due to a $2.7 million decline in gaming revenues. The decrease in gaming revenues was attributable to declines in table game hold of 7.9%, slot handle of 5.2% and slot win of 4.5% over the prior year comparable period. As discussed earlier, the Downtown Las Vegas segment was impacted year over year by increased visitation in the prior year from the Hawaiian customer after COVID-related restrictions were lifted. We continue to tailor our marketing programs in the Downtown Las Vegas segment to focus on the Hawaiian market. The Hawaiian market represented approximately 52% and 54% of our occupied rooms in this segment during the three months ended March 31, 2024 and 2023, respectively. Occupied rooms by Hawaiian guests declined 7.7% from the prior year comparable period.

Adjusted EBITDAR decreased by $4.6 million, or 20.4% , during the three months ended March 31, 2024 , as compared to the prior year comparable period, primarily due to the gaming revenues decline discussed above and wages and property insurance cost increases that impacted our Las Vegas Locals segment also, as discussed above.

### Midwest & South

Total revenues decreased by $11.4 million, or 2.2%, during the three months ended March 31, 2024, as compared to the corresponding period of the prior year, due primarily to an $11.8 million decline in gaming revenues. The decrease in gaming revenues was attributable to declines in table game hold of 2.9%, table game drop of 1.4%, slot handle of 2.1% and slot win of 1.0% over the prior year comparable period. The gaming revenues decline is primarily driven by the severe winter storms across the segment in January, as discussed earlier. Absent January, which was impacted by the winter weather, gaming revenues increased for the latter two months of the quarter.

Adjusted EBITDAR decreased by $17.7 million, or 8.9%, during the three months ended March 31, 2024, as compared to the corresponding prior year period, due primarily to the gaming revenues decline, as discussed above, as well as increased wages and property insurance, as noted above as impacting both Las Vegas segments.

### Online

Online revenues increased $23.3 million during the three months ended March 31, 2024, as compared to the prior year comparable period, primarily due to an increase of $20.0 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

Adjusted EBITDAR remained generally consistent during the three months ended March 31, 2024, 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 EBITDAR.

### Managed & Other

During the three months ended March 31, 2024 , total revenues increased by $2.3 million and Adjusted EBITDAR increased by $3.2 million, as compared to the corresponding period of the prior year, primarily due to a $2.2 million increase in Sky River Casino management fees.

### Other Operating Costs and Expenses

The following costs and expenses, as presented in our condensed consolidated statements of operations, are further discussed below:

*(In millions)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Selling, general and administrative | $108.2 | $100.3 |
| Master lease rent expense | 27.2 | 26.8 |
| Maintenance and utilities | 34.7 | 36.0 |
| Depreciation and amortization | 62.9 | 61.6 |
| Corporate expense | 29.4 | 28.7 |
| Project development, preopening and writedowns | 3.0 | (18.9) |
| Impairment of assets | 10.5 | 4.5 |
| Other operating items, net | 0.4 | 0.2 |

### Selling, General and Administrative

Selling, general and administrative expens es, as a percentage of revenues, were 11.3% and 10.4% during the three months ended March 31, 2024 and 2023, respectively. While we continue to focus on our disciplined operating model and targeted marketing approach, selling, general and administrative expense s were impacted by increased wages and property insurance costs during the three months ended March 31, 2024.

### Master Lease Rent Expense

Master lease rent expense represents rent expense incurred by four of our properties which are subject to two master lease agreements with a real estate investment trust. Master lease rent expense remained generally flat period over period at $27.2 million and $26.8 million during the three months ended March 31, 2024 and 2023, respectively.

### Maintenance and Utilities

Maintenance and utilities expenses, as a percentage of re venues, remained generally consistent at 3.6% and 3.7% during the three months ended March 31, 2024 and 2023, respectively.

### Depreciation and Amortization

Depreciation and amortization expenses remained generally consistent at $62.9 million and $61.6 million during the three months ended March 31, 2024 and 2023 , respectively .

### Corporate Expense

Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations, in addition to the corporate portion of share-based compensation expense. Corporate expense was generally consistent and represented 3.1% and 3.0% of revenues during the three months ended March 31, 2024 and 2023 , respectively.

### Project Development, Preopening and Writedowns

Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, 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 March 31, 2024 , the Company incurred $1.8 million in demolition costs and $0.9 million related to preopening costs. During the three months ended March 31, 2023, the Company benefited from a $20.1 million reduction of the allowance on the Wilton Note for development advances over the last 10 years offset by preopening costs of $0.9 million.

### Impairment of Assets

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. During the three months ended March 31, 2023, as a result of our first quarter impairment review, the Company recorded an impairment charge of $4.5 million for goodwill related to our Managed & Other category.

### Other Operating Items, net

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

### Other Expenses

### Interest Expense, net

The following table summarizes information with respect to our interest expense on outstanding indebtedness:

*(In millions)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Interest expense, net of capitalized interest and interest income | $41.9 | $25.7 |
| Average long-term debt balance (1) | 2,895.0 | 3,035.6 |
| Weighted average interest rates | 5.6% | 5.3% |

(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 March 31, 2024, increased $16.1 million, or 62.8%, from the prior year comparable period primarily due to a $17.7 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 three months ended March 31, 2023. The outstanding principal under the Wilton Note was paid in full during the three months ended March 31, 2024, and thus interest earnings related to the Wilton Note were minimal in the current year. In addition, interest expense declined by $1.6 million which was driven by a decrease in the weighted average debt balance of $140.6 million offset by an approximately 25 basis point increase in the weighted average interest rate.

### Income Taxes

The effective tax rates during the three months ended March 31, 2024 and 2023 were 23.1% and 22.9%, respectively. Our tax rate for the three months ended March 31, 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 three months ended March 31, 2023, was unfavorably impacted by state taxes and certain nondeductible expenses which were partially offset by the inclusion of excess tax benefits, related to equity compensation, as a component of the provision for income taxes.

### 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 March 31, 2024 and December 31, 2023, we had balances of cash and cash equivalents of $283.5 million and $304.3 million, respectively. In addition, we held restricted cash balances of $4.5 million and $3.7 million at March 31, 2024 and December 31, 2023, respectively. Our working capital deficit at March 31, 2024 and December 31, 2023, was $120.0 million and $67.0 million, respectively.

We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility (as defined in "*Indebtedness*" below) and cash flows from operating activities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including our projected operating requirements and maintenance capital expenditures. See "*Indebtedness*", below, for further detail regarding funds available through our Credit Facility.

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

*(In millions)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| **Net cash provided by operating activities** | $250.7 | $282.2 |
| **Cash flows from investing activities** |  |  |
| Capital expenditures | (89.6) | (96.1) |
| Payments received on note receivable | 0.2 | 17.3 |
| Other investing activities | (0.9) | (1.1) |
| **Net cash used in investing activities** | (90.3) | (79.9) |
| **Cash flows from financing activities** |  |  |
| Net payments under credit facility | (49.3) | (82.8) |
| Share-based compensation activities | (9.9) | (14.4) |
| Shares repurchased and retired | (105.5) | (106.3) |
| Dividends paid | (15.5) | (15.5) |
| Other financing activities | — | (0.1) |
| **Net cash used in financing activities** | (180.2) | (219.1) |
| Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | (0.1) | — |
| **Decrease in cash, cash equivalents and restricted cash** | $(19.9) | $(16.8) |

### Cash Flows from Operating Activities

During the three months ended March 31, 2024 and 2023, we generated operating cash flows of $250.7 million and $282.2 million, respectively. Generally, operating cash flows decreased during 2024 as compared to the prior year comparable period due to revenue declines, after excluding the $20.0 million impact of online revenue for the reimbursement of gaming taxes and other expense as an equal amount was paid out as expenses. In addition, we received $4.9 million less in interest income from the Wilton Note during the three months ended March 31, 2024.

### 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 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. During the three months ended March 31, 2023, we incurred net cash outflows for investing activities of $79.9 million comprised of capital expenditures of $96.1 million, primarily related to our Treasure Chest land-based casino project, Fremont food hall and slot floor expansion, IT equipment and building projects at various properties offset by a $17.3 million payment received related to the outstanding principal on the Wilton Note.

### Cash Flows from Financing Activities

We rely on our financing cash flows to provide funding for investment opportunities, repayments of obligations, returning capital to shareholders and ongoing operations.

The net cash outflows from financing activities during the three months ended March 31, 2024 and 2023, primarily reflect share repurchases, payments on the outstanding principal 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:

*(In millions)*

|  | March 31, 2024 | December 31, 2023 | Decrease |
| --- | ---: | ---: | ---: |
| Credit facility | $997.0 | $1,046.3 | $(49.3) |
| 4.750% senior notes due 2027 | 1,000.0 | 1,000.0 | — |
| 4.750% senior notes due 2031 | 900.0 | 900.0 | — |
| Other | 0.5 | 0.5 | — |
| **Total long-term debt** | 2,897.5 | 2,946.8 | (49.3) |
| Less current maturities | 44.3 | 44.3 | — |
| **Long-term debt, net** | $2,853.2 | $2,902.5 | $(49.3) |

30

#### Amounts Outstanding

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

*(In millions)*

|  | March 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Revolving Credit Facility | $145.0 | $180.0 |
| Term A Loan | 792.0 | 803.0 |
| Swing Loan | 60.0 | 63.3 |
| **Total outstanding principal amounts** | $997.0 | $1,046.3 |

With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $145.0 million and $60.0 million in borrowings outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $13.4 million allocated to support various letters of credit, there was a remaining contractual availability under the Credit Facility of $1,231.6 million as of March 31, 2024.

The blended interest rate for outstanding borrowings under the Credit Facility was 7.2% at both March 31, 2024 and December 31, 2023.

### 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 March 31, 2024, we were in compliance with the financial covenants of our debt instruments.

The indentures governing the senior notes contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the fixed charge coverage ratio (as defined in the respective indentures, which is a ratio of our consolidated EBITDA to fixed charges, including interest) for the trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit the incurrence of additional debt, we may still borrow under our existing Credit Facility to the extent that borrowing capacity remains under that agreement, as well as from other funding sources as provided under our debt agreements.

### Guarantor Financial Information

In connection with the issuance of our 4.750% Senior Notes due 2027 and our 4.750% Senior Notes due 2031 (collectively, the "Guaranteed Notes" or "Senior Notes"), certain of the Company's wholly owned subsidiaries (the "Guarantors") provide guarantees of those indentures. These Guaranteed Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us.

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

*(In millions)*

|  | March 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Current assets | $449.0 | $496.0 |
| Noncurrent assets | 9,821.3 | 9,588.6 |
| Current liabilities | 557.6 | 550.6 |
| Noncurrent liabilities | 3,884.8 | 3,944.6 |

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

*(In millions)*

|  | Three Months Ended March 31, 2024 |
| --- | ---: |
| Revenues | $964.9 |
| Operating income | 401.8 |
| Income before income taxes | 359.8 |
| Net income | 318.7 |

### 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 June 1, 2022, and $500.0 million on May 4, 2023. As of March 31, 2024, we were authorized to repurchase up to an additional $220.8 million in shares of our common stock under the Share Repurchase Program. We repurchased 1.7 million shares during both the three months ended March 31, 2024 and 2023.

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.

### Quarterly Dividend Program

Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding Senior Notes and our Credit Facility.

The dividends declared by the Board of Directors under this program are:

| Declaration date | Record date | Payment date | Amount per share |
| --- | --- | --- | ---: |
| December 8, 2022 | December 19, 2022 | January 15, 2023 | $0.15 |
| February 14, 2023 | March 15, 2023 | April 15, 2023 | 0.16 |
| December 7, 2023 | December 22, 2023 | January 15, 2024 | 0.16 |
| February 28, 2024 | March 15, 2024 | April 15, 2024 | 0.17 |

### Other Items Affecting Liquidity

We anticipate funding our capital requirements using cash on hand, cash being generated from our operations and availability under our Credit Facility, to the extent borrowing capacity exists after we meet our working capital needs for the next twelve months. Any additional financing that is needed may not be available to us or, if available, may not be on terms favorable to us. The outcome of the specific matters discussed herein, including our commitments and contingencies, may also affect our liquidity.

### Commitments

#### Capital Spending and Development

We currently estimate that our annual cash capital requirements to perform ongoing refurbishment and maintenance at our properties is approximately $200 million to $250 million. In addition, we expect to spend an additional $100 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, availability under 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. We expect to spend an additional $100 million in 2024 on growth projects, which includes the completion of the new land-based facility at Treasure Chest.

During the three months ended March 31, 2024, the company spent approximately $90 million of the total estimated $400 million to $450 million of capital spend expected in 2024.

#### 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.

### Contingencies

#### Legal Matters

We are parties to various legal proceedings arising in the ordinary course of business. We believe that all pending claims, if adversely decided, would not have a material effect on our business, financial position, results of operations or cash flows.

### Off Balance Sheet Arrangements

There have been no material changes to our off balance sheet arrangements described under Part II. Item 7. *Management's Discussion and Analysis of Financial Condition and Results of Operations* in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 26, 2024.

### Critical Accounting Estimates

There have been no material changes to our critical accounting policies described under Part II. Item 7. *Management's Discussion and Analysis of Financial Condition and Results of Operations* in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 26, 2024.

### Recently Issued Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 1, *Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements,* in the notes to the condensed consolidated financial statements (unaudited).

### Important Information Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements contain words such as "may," "will," "might," "expect," "believe," "anticipate," "could," "would," "estimate," "pursue," "target," "project," "intend," "plan," "seek," "should," "assume," and "continue," or the negative thereof or comparable terminology. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include:

- the general effect, and expectation, of the national and global economy on our business, including but not limited to interest rates and inflationary pressures, as well as the economies where each of our properties are located;
- the factors that contribute to our ongoing success and our ability to be successful in the future;
- our business model, areas of focus and strategy for driving business results;
- our ability to maintain the integrity of our information technology systems and to protect our internal information;
- impacts caused by public health emergencies and man-made or natural disasters we may encounter;
- competition, including expansion of gaming into additional markets including online gaming, the impact of competition on our operations, our ability to respond to such competition, and our expectations regarding continued competition in the markets in which we compete;
- our expectation regarding the trends that will affect the gaming industry over the next few years and the impact of these trends on growth of the gaming industry, future development opportunities and merger and acquisition activity in general;
- our intention to pursue expansion opportunities, including acquisitions, that are a good fit for our business, deliver a solid return for stockholders, and are available at the right price;
- our compliance with government regulations, including our ability to receive and maintain necessary approvals for our projects;
- that our credit agreement and our cash flows from operating activities will be sufficient to meet our respective projected operating and maintenance capital expenditures for the next twelve months;
- indebtedness, including our ability to refinance or pay amounts outstanding under our credit agreement and our unsecured notes, when they become due and our compliance with related covenants, and our expectation that we will need to refinance all or a portion of our respective indebtedness at or before maturity;
- our belief that all pending litigation claims, if adversely decided, will not have a material effect on our business, financial position, results of operations or cash flows;
- our estimates and expectations regarding anticipated taxes, tax credits or tax refunds;
- our expectations regarding the expansion of sports betting and online wagering;
- our asset impairment analyses and our intangible asset and goodwill impairment tests;
- the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotels and casinos;
- that estimates and assumptions made in the preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles may differ from actual results; and
- our estimates as to the effect of any changes in our Consolidated EBITDA on our ability to remain in compliance with certain covenants in the credit agreement.

Additional factors that could cause actual results to differ are discussed in Part I. Item 1A. *Risk Factors* of our Annual Report on Form 10-K for the year ended December 31, 2023, and in other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.

## Market risk

As filed, 1,771 characters.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We do not hold any market risk sensitive instruments for trading purposes. Our primary exposure to market risk is interest rate risk, specifically long-term U.S. treasury rates and the applicable spreads in the high-yield investment market, short-term and long-term SOFR rates, and their potential impact on our long-term debt. We are exposed to a lesser extent to foreign currency exchange risk for funds held in our Canadian operating and restricted cash accounts. While there is risk of fluctuations in the foreign exchange rate between the Canadian dollar and US dollar, our exposure is limited given the size of our Canadian operations and the minimal amount of cash held in Canadian bank accounts. A weakening or strengthening of the US dollar to the Canadian dollar by 2x the current conversion rate, would not cause the value of the funds held in the Canadian operating and restricted cash accounts to change significantly. We do not currently utilize derivative financial instruments for trading or speculative purposes.

As of March 31, 2024, our long-term variable-rate borrowings represented approximately 34.4% of total long-term debt. Based on March 31, 2024 debt levels, a 100 basis point change in the interest rate would cause our annual interest costs on variable-rate borrowings to change by approximately $10.0 million. We believe there have been no other material changes in our exposure to market risks as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 26, 2024.

See also "Liquidity and Capital Resources" above.

## Controls and procedures

As filed, 4,845 characters.

As of the end of the period covered by this Quarterly Report on Form 10-Q (the "Report"), we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that due to the identification of the material weakness in our internal control over financial reporting previously disclosed in our 2023 Annual Report on Form 10-K as filed with the SEC on February 26, 2024, and as further discussed below, our disclosure controls and procedures were not effective as of March 31, 2024. Notwithstanding the material weakness in our internal control over financial reporting, the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

During the first quarter of 2024 evaluation, management concluded that the material weakness identified in the fourth quarter of 2023 related to the preparation and independent review of journal entries, which results in a lack of segregation of duties over the preparation, review, and recording of journal entries was not yet fully remediated. The failure to maintain appropriate segregation of duties has a pervasive impact and consequently, this deficiency impacts control activities over all financial statement account balances, classes of transactions, and disclosures.

### Remediation Efforts to Address the Material Weakness

We are committed to maintaining a strong internal control environment and during the first quarter of 2024 executed on all elements of our remediation plan as defined below and in our 2023 Annual Report on Form 10-K as filed with the SEC on February 26, 2024. We will continue to make additional remediation efforts to improve our internal controls. With the oversight of senior management, subsequent to December 31, 2023, a plan to remediate the underlying cause of the material weakness and improve the operating effectiveness of internal control over financial reporting and our disclosure controls was developed and was implemented. Specifically, the following remediation efforts occurred and will continue to occur to ensure there are appropriate levels of independent reviews of journal entries, in order to address proper segregation of duties, including:

- Educating control owners to ensure that all design elements of the journal entry control are performed;
- Implementing additional attestations within our existing quarterly self-assessment process that address and reinforce proper segregation of duties over journal entries; and
- Enhancing our monitoring control that verifies that journal entries have a separate preparer and independent reviewer.

We believe these actions have meaningfully strengthened our internal control over financial reporting, but we will not be able to conclude whether the material weakness has been remediated until sufficient time has elapsed to provide evidence that the enhanced controls are operating effectively.

### Changes in Internal Control over Financial Reporting

Except as disclosed above, there were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024, that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 224 characters.

There were no material changes from the risk factors previously disclosed in Part I. Item 1A. *Risk Factors* in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 26, 2024.

Filed May 3, 2024.
Source: SEC EDGAR, the filing index for accession 0001437749-24-014653. Last ingested by Listed: Oct 24, 2026, 15:00 ET. No prices; not investment advice.