GOLDEN ENTERTAINMENT, INC. DISCUSSION AND ANALYSIS OF MANAGEMENT’S FINANCIAL POSITION AND RESULTS (Form 10-Q)

As used in this Quarterly Report on Form 10-Q, the terms “Golden,” “we,” “us,” and “our” refer to unless the context otherwise indicates Golden Entertainment, Inc. together with its subsidiaries.

The following information should be read in conjunction with the unaudited
consolidated financial statements and notes thereto included in Item 1 of this
Quarterly Report on Form 10-Q and the audited consolidated financial statements
and notes thereto and Management's Discussion and Analysis of Financial
Condition and Results of Operations included in our   Annual Report on Form
10-K   for the year ended December 31, 2021 (the "Annual Report") previously
filed with the Securities and Exchange Commission ("SEC").

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains
forward-looking statements regarding future events and our future results that
are subject to the safe harbors created under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Forward-looking statements can generally be identified by the use of
words such as "anticipate," "believe," "continue," "could," "estimate,"
"expect," "forecast," "intend," "may," "plan," "project," "potential," "seek,"
"should," "think," "will," "would" and similar expressions, or they may use
future dates. In addition, forward-looking statements include statements
regarding the Rocky Gap Transactions, including the anticipated timing of the
closing of the transactions and satisfaction of regulatory and other conditions;
the impact of the 2019 novel coronavirus ("COVID-19") pandemic on our business;
our strategies, objectives, business opportunities and plans for future
expansion, developments or acquisitions; anticipated future growth and trends in
our business or key markets; projections of future financial condition,
operating results, income, capital expenditures, costs or other financial items;
anticipated regulatory and legislative changes; and other characterizations of
future events or circumstances as well as other statements that are not
statements of historical fact. Forward-looking statements are based on our
current expectations and assumptions regarding our business, the economy and
other future conditions. These forward-looking statements are subject to
assumptions, risks and uncertainties that may change at any time, and readers
are therefore cautioned that actual results could differ materially from those
expressed in any forward-looking statements. Factors that could cause our actual
results to differ materially include: risks and uncertainties related to the
Rocky Gap Transactions, including the failure to obtain, or delays in obtaining,
required regulatory approvals or clearances; the failure to satisfy any of the
closing conditions to the Rocky Gap Transactions on a timely basis or at all;
the uncertainty of the extent, duration and effects of the COVID-19 pandemic and
the response of governments; changes in national, regional and local economic
and market conditions; legislative and regulatory matters (including the cost of
compliance or failure to comply with applicable laws and regulations); increases
in gaming taxes and fees in the jurisdictions in which we operate; litigation;
increased competition; our ability to renew our distributed gaming contracts;
reliance on key personnel (including our Chief Executive Officer, President and
Chief Financial Officer, and Chief Operating Officer); the level of our
indebtedness and our ability to comply with covenants in our debt instruments;
terrorist incidents; natural disasters; severe weather conditions (including
weather or road conditions that limit access to our properties); the effects of
environmental and structural building conditions; the effects of disruptions to
our information technology and other systems and infrastructure; factors
affecting the gaming, entertainment and hospitality industries generally; and
other factors identified under the heading "Risk Factors" in our   Annual
Report   and in   Part II, Item 1A   of this report, or appearing elsewhere in
this report and in our other filings with the SEC. Readers are cautioned not to
place undue reliance on any forward-looking statements, which speak only as of
the filing date of this report. We undertake no obligation to update any
forward-looking statements for any reason.

overview

We own and operate a diversified entertainment platform, consisting of a
portfolio of gaming assets that focus on casino and distributed gaming
operations (including gaming in our branded taverns). Our portfolio includes ten
casino properties located in Nevada and Maryland. Our distributed gaming
operations involve the installation, maintenance and operation of slot machines
and amusement devices in non-casino locations such as restaurants, bars,
taverns, convenience stores, liquor stores and grocery stores in Nevada and
Montana, as well as the operation of branded taverns targeting local patrons
located primarily in the greater Las Vegas, Nevada metropolitan area.

Effects of COVID-19

As of September 30, 2022, all of our properties were open other than the
Colorado Belle (whose operations remain suspended as a result of the pandemic),
and none of our casino properties or distributed gaming locations were subject
to COVID-19 operating restrictions. Despite the resurgence of Omicron variants
during 2022, our casino properties and distributed gaming operations experienced
positive trends during the first half of 2022, including an increase in
occupancy of hotel rooms and guest visitation following the removal of COVID-19
mitigation measures. Our results of operations in the second half of 2021 also
benefited from
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Backlog after the easing of COVID-19 containment measures and the impact of government stimulus on discretionary consumer spending. Future COVID-19 variants, mandates, restrictions or mitigation measures imposed by government agencies or regulators are uncertain and could have a significant impact on our future operations.

operations

We conduct our business through four reportable segments: Casino resorts in Nevada,
Casinos for residents in Nevada, Maryland Casino Resort and distributed play.

The following table sets forth certain information regarding our operations by
reportable segment as of September 30, 2022 (certain amenities at our casino
properties may remain closed or operate in a limited capacity):

                                                                 Casino Space (Sq.
                                           Location                     ft.)                  Slot Machines              Table Games              Hotel Rooms
Nevada Casino Resorts
The STRAT Hotel, Casino &             Las Vegas, NV                           80,000                        716                 42                    2,429
SkyPod ("The STRAT")
Aquarius Casino Resort                Laughlin, NV                            69,750                      1,102                 29                    1,906
("Aquarius")
Edgewater Hotel & Casino Resort       Laughlin, NV                            57,457                        641                 13                    1,052
("Edgewater")
Colorado Belle Hotel & Casino         Laughlin, NV                             -                       -                         -                        -
Resort ("Colorado Belle") (1)

Nevada Locals Casinos
Arizona Charlie's Boulder             Las Vegas, NV                           41,969                        616                  -                      303
Arizona Charlie's Decatur             Las Vegas, NV                           67,360                        712                 10                      259
Gold Town Casino                      Pahrump, NV                             10,000                        188                  -                        -
Lakeside Casino & RV Park             Pahrump, NV                             11,009                        173                  -                        -
Pahrump Nugget Hotel Casino           Pahrump, NV                             22,528                        337                  9                       69
("Pahrump Nugget")

Maryland Casino Resort
Rocky Gap Casino Resort ("Rocky       Flintstone, MD                          25,447                        630                 16                      198
Gap")

Distributed Gaming
Nevada distributed gaming             Nevada                                   -                   7,188                         -                        -
Nevada taverns                        Nevada                                   -                   1,018                         -                        -
Montana distributed gaming            Montana                                  -                   3,639                         -                        -
Totals                                                                       385,520                     16,960                      119                    6,216


(1) Operations on the Colorado Belle remain suspended.

On August 24, 2022, we entered into definitive agreements to sell Rocky Gap to
Century Casinos, Inc. ("Century") and VICI Properties, L.P. ("VICI"), an
affiliate of VICI Properties Inc., for aggregate consideration of $260.0 million
(the "Rocky Gap Transactions"). Specifically, Century agreed to acquire the
operations of Rocky Gap from us for $56.1 million in cash (subject to adjustment
based on Rocky Gap's working capital and cage cash at closing), subject to the
conditions and terms set forth therein, and VICI agreed to acquire the real
estate assets relating to Rocky Gap from us for $203.9 million in cash, subject
to the conditions and terms set forth therein. The Rocky Gap Transactions are
required by their terms to close concurrently and we expect the Rocky Gap
Transactions to close during the second quarter of 2023, subject to the
satisfaction or waiver of customary regulatory approvals and closing conditions.

Casino resorts in Nevada

Our Casino resorts in Nevada The segment consists of destination casino resorts that offer a variety of dining options, entertainment options, and other amenities. The casino resort properties in this segment are primarily aimed at a regional focus.

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in customer base seeking a value-oriented vacation experience, with guests
typically traveling from Southern California or Arizona. Our casino resort
properties in Nevada have a significantly larger number of hotel rooms compared
to the other casino properties in our portfolio. While hotel stays at these
casino resorts are typically longer, the overall frequency of visitation from
guests is lower when compared to our Nevada Locals Casinos.

The STRAT: The STRAT is our premier casino resort property, located on Las Vegas
Boulevard on the north end of the Las Vegas Strip. The STRAT comprises a casino,
a hotel, a retail center and the iconic SkyPod, which includes indoor and
outdoor observation decks, thrill rides and the SkyJump attraction. In addition
to hotel rooms, gaming and sportsbook facilities in an 80,000 square foot
casino, The STRAT offers nine restaurants, two rooftop pools, a fitness center,
retail shops and entertainment facilities.

Laughlin casinos: We own and operate three casino resorts in Laughlin, Nevada,
which is located approximately 90 miles from Las Vegas on the western bank of
the Colorado River. In addition to hotel rooms, gaming and sportsbook
facilities, the Aquarius has nine restaurants and the Edgewater offers six
restaurants. The Edgewater also offers dedicated entertainment venues, including
the Laughlin Event Center.

Nevada Locals Casinos

Our Nevada Locals Casinos segment is comprised of casino properties that cater
to local customers who generally live within a five-mile radius. Our locals
casino properties typically experience a higher frequency of customer visits
compared to our casino resort properties in Nevada and Maryland, with many of
our customers visiting our Nevada Locals Casinos on a weekly basis. The casino
properties within this reportable segment have no or a limited number of hotel
rooms and offer fewer food and beverage outlets or other amenities, with
revenues primarily generated from slot machine play.

Arizona Charlie's casinos: Our Arizona Charlie's Boulder and Arizona Charlie's
Decatur casino properties primarily serve local Las Vegas gaming patrons, and
provide an alternative experience to the Las Vegas Strip. In addition to hotel
rooms, gaming, sportsbook and bingo facilities, Arizona Charlie's Boulder offers
five restaurants and an RV park with 221 RV hook-up sites and Arizona Charlie's
Decatur offers five restaurants.

Pahrump casinos: We own and operate three casino properties in Pahrump, Nevada,
which is located approximately 60 miles from Las Vegas and is a gateway to Death
Valley National Park. In addition to gaming, sportsbook and bingo facilities at
our Pahrump casino properties, Pahrump Nugget offers 69 hotel rooms, a bowling
center and a 5,200 square foot banquet and event center and Lakeside Casino & RV
Park offers 159 RV hook-up sites.

Maryland Casino Resort

Our Maryland Casino Resort segment is comprised of our Rocky Gap casino resort,
which is geographically disparate from our Nevada properties, operates in a
separate regulatory jurisdiction and has only a limited number of hotel rooms
compared to our Nevada Casino Resorts. In addition to hotel rooms and gaming,
Rocky Gap offers a full range of amenities, including three restaurants, a
signature golf course, spa and pool.

Spread Play

Our Distributed Gaming segment is comprised of the operation of slot machines
and amusement devices in approximately 1,100 non-casino locations, such as
restaurants, bars, taverns, convenience stores, liquor stores and grocery
stores, across Nevada and Montana, with a limited number of slot machines in
each location. We own and operate over 11,800 slot machines and amusement
devices as part of our Distributed Gaming segment, with the majority of gaming
devices offered at these locations being video poker machines. Distributed
Gaming operations cater to local residents with high frequency visitation to
these locations. We place our slot machines and amusement devices in locations
where we believe they will receive maximum customer traffic.

As part of our Distributed Gaming segment, we own and operate a limited number
of branded tavern locations, where we control the food and beverage operations
as well as the slot machines located within the tavern. Our branded taverns
offer a casual, upscale environment catering to local patrons offering superior
food, craft beer and other alcoholic beverages, and are typically limited to 15
slot machines. Most of our taverns are located in the greater Las Vegas, Nevada
metropolitan area and cater to local patrons seeking more convenient
entertainment establishments than traditional casino properties. Our tavern
brands include PT's Pub, PT's Gold, PT's Place, PT's Ranch, Sean Patrick's,
Sierra Gold and SG Bar. As of September 30, 2022, we owned and operated over 60
branded taverns, which offered a total of over 1,000 onsite slot machines. We
continue to look for opportunistic and accretive opportunities to pursue
additional tavern openings and acquisitions.
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In Nevada, we generally enter into two types of slot placement contracts as part
of our Distributed Gaming business: space lease agreements and participation
agreements. Under space lease agreements, we pay a fixed monthly rental fee for
the right to install, maintain and operate our slot machines at a business
location and we are the sole holder of the applicable gaming license that allows
us to operate such slot machines. Under participation agreements, the business
location retains a percentage of the gaming revenue generated from our slot
machines, and as a result both the business location and Golden are required to
hold a gaming license. In Montana, our slot and amusement device placement
contracts are all participation agreements.

operating results

The following discussion and analysis should be read in conjunction with the
unaudited consolidated financial statements and notes thereto included elsewhere
in this Quarterly Report on Form 10-Q for the three and nine months ended
September 30, 2022 and 2021.

                                         Three Months Ended September 30,            Nine Months Ended September 30,
(In thousands)                               2022                2021                   2022                   2021
Revenues
Gaming                                  $   188,420$  193,167$        575,886$  575,124
Food and beverage                            43,035              44,271                   129,942             123,013
Rooms                                        30,765              31,566                    89,685              80,213
Other                                        16,773              13,418                    46,496              36,235
Total revenues                              278,993             282,422                   842,009             814,585
Expenses
Gaming                                      108,040             106,301                   323,431             309,478
Food and beverage                            33,090              32,182                    97,093              85,256
Rooms                                        14,337              13,220                    40,627              35,213
Other operating                               4,531               4,635                    13,853              10,430
Selling, general and administrative          59,389              54,457                   177,586             161,333
Depreciation and amortization                24,286              26,474                    75,894              80,342
Loss (gain) on disposal of assets               266                 (72)                      935                 747
Preopening expenses                               2                   3                        61                 232
Total expenses                              243,941             237,200                   729,480             683,031
Operating income                             35,052              45,222                   112,529             131,554
Non-operating (expense) income
Other non-operating income                        -                   -                         -              60,000
Interest expense, net                       (15,709)            (15,535)                  (45,565)            (47,752)
Loss on debt extinguishment                    (158)               (759)                   (1,412)               (759)
Total non-operating (expense) income,       (15,867)            (16,294)                  (46,977)             11,489

network

Income before income tax (provision)         19,185              28,928                    65,552             143,043

To use

Income tax (provision) benefit               (5,182)                123                     5,737                (366)
Net income                              $    14,003$   29,051          $         71,289          $  142,677


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Three and nine months ended 09/30/2022 Compared to three and nine months ended September 30, 2021

Revenues

The $3.4 million, or 1%, decrease in revenues for the three months ended
September 30, 2022 compared to the prior year period resulted from decreases of
$4.7 million, $1.2 million and $0.8 million in gaming, food and beverage, and
rooms revenues, respectively, offset by an increase of $3.3 million in other
revenues. The decrease in gaming, food and beverage, and rooms revenues for the
three months ended September 30, 2022 was primarily related to a decrease in
demand for gaming and a decline in visitation across our casino properties
during the current year period. The increase in other revenues was primarily
driven by proceeds from the buyout of royalty payments under certain of our
agreements and recoveries under certain of our insurance policies. The three
months ended September 30, 2021 also benefited from pent-up demand following the
lifting of COVID-19 mitigation measures during the summer of 2021 and the effect
of government stimulus payments in 2021 on discretionary consumer spending.

The $27.4 million, or 3%, increase in revenues for the nine months ended
September 30, 2022 compared to the prior year period resulted from increases of
$0.8 million, $6.9 million, $9.5 million and $10.2 million in gaming, food and
beverage, rooms, and other revenues, respectively. The increase in revenues for
the nine months ended September 30, 2022 was primarily attributable to an
increase in occupancy of our hotel rooms and guest visitation following the
lifting of COVID-19 mitigation measures and related operating restrictions
during the summer of 2021.

operating expenses

The $3.7 million, or 2%, increase in operating expenses for the three months
ended September 30, 2022 compared to the prior year period resulted from
increases of $1.8 million, $0.9 million and $1.1 million in gaming, food and
beverage, and rooms operating expenses, respectively, offset by a decrease of
$0.1 million in other operating expenses. The increase in operating expenses was
primarily attributable to higher labor costs and cost of goods incurred during
the three months ended September 30, 2022.

The $34.6 million, or 8%, increase in operating expenses for the nine months
ended September 30, 2022 compared to the prior year period resulted from
increases of $14.0 million, $11.8 million, $5.4 million, and $3.4 million in
gaming, food and beverage, rooms, and other operating expenses, respectively.
The increase in operating expenses was primarily driven by higher labor costs
and cost of goods incurred during the nine months ended September 30, 2022, as
well as an increase in other operating expenses related to the increase in the
number of concert events hosted at our Laughlin Event Center during the first
half of 2022 following the lifting of COVID-19 mitigation measures and related
operating restrictions during the summer of 2021.

selling, general and administrative expenses

That $4.9 millionor 9%, increase in selling, general, and administrative (“SG&A”) expenses for the three months ended 09/30/2022 compared to the prior-year period was primarily due to an increase in wages and associated costs as well as an increase in costs related to utility and maintenance contracts.

The $16.3 million, or 10%, increase in SG&A expenses for the nine months ended
September 30, 2022 compared to the prior year period was primarily attributable
to the increase in payroll and related expenses as well as an increase in costs
related to utilities and maintenance contracts. SG&A expenses are comprised of
marketing and advertising, utilities, building rent, maintenance contracts,
corporate office overhead, information technology, legal, accounting,
third-party service providers, executive compensation, share-based compensation,
payroll expenses and payroll taxes.

depreciation and amortization

The decrease in depreciation and amortization expenses for the three and nine
months ended September 30, 2022 of $2.2 million, or 8%, and $4.4 million, or 6%,
respectively, compared to the prior year period was primarily related to
long-lived assets acquired in connection with the American Casino and
Entertainment Properties LLC acquisition being fully depreciated and amortized.
In addition, as discussed in   "Note     2     -     Assets     Held for
Sale    "   in Part I, Item 1: Financial Statements, in connection with our
entry into definitive agreements for the sale of Rocky Gap, the assets related
to Rocky Gap were classified as held for sale as of September 30, 2022 and we
ceased recording depreciation and amortization of the long-lived assets included
in the sale from the date of execution of the definitive agreements on August
24, 2022.

Loss (gain) on disposal of assets

Loss on disposal of assets for the three and nine months ended September 30,
2022 and for the nine months ended September 30, 2021 was primarily driven by
sales of used gaming equipment in our Distributed Gaming segment. Gain on
disposal of assets of $0.1 million for the three months ended September 30, 2021
was driven by sales of used equipment in our Maryland Casino
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Resort segment.

Preopening Expenses

Pre-opening expenses consist of labor, groceries, utilities, training, initial licensing, rental and organizational expenses incurred in connection with the opening of restaurant and casino locations. Pre-opening costs for the past three and nine months 09/30/2022 and 2021 primarily related to our planned expansion in our Distributed Gaming segment.

Non-operating (expense) income, net

The decrease in non-operating expense, net, of $0.4 million, or 3%, for the
three months ended September 30, 2022 compared to the prior year period
primarily related to a $0.6 million decrease in loss on debt extinguishment,
offset by a $0.2 million, or 1%, increase in interest expense, net. During the
three months ended September 30, 2021, we prepaid $50.0 million of our term loan
borrowings and recorded a non-cash charge of $0.8 million for the accelerated
amortization of the debt issuance costs and discount as compared to
$25.0 million prepaid and a related non-cash charge of the accelerated
amortization of the debt issuance costs and discount of $0.2 million for the
three months ended September 30, 2022. The increase in interest expense, net,
related to the increase in interest rates during the period.

Non-operating expense, net, was $47.0 million for the nine months ended
September 30, 2022, compared to non-operating income, net, of $11.5 million in
the prior year period. This $58.5 million, or 509%, change was primarily driven
by the decrease in other non-operating income of $60.0 million related to our
agreement with William Hill providing for certain payments arising from the
acquisition of William Hill by Caesars Entertainment, Inc. discussed in "  Note
10 - Commitments and Contingencies  " in Part I, Item 1: Financial Statements.

Interest expense, net decreased by $2.2 million, or 5%, for the nine months
ended September 30, 2022 compared to the prior year period, primarily due to the
prepayment of our term loan borrowings during the course of 2021 and 2022 and
the repurchase of $37.5 million in principal amount of 2026 Unsecured Notes in
June 2022, partially offset by a $0.7 million, or 100%, increase in
year-over-year in non-cash charges for the accelerated amortization of the debt
issuance costs and discount, as discussed in "  Note 6 - Long-Term Debt  " in
Part I, Item 1: Financial Statements.

income tax

The effective income tax rate was 27.0% for the three months ended September 30,
2022, which differed from the federal income tax rate of 21% due to the
limitation of tax deductions on executive compensation under the Internal
Revenue Code Section 162(m). The effective income tax rate for the nine months
ended September 30, 2022 was (8.8)%. The negative effective income tax rate for
the nine months ended September 30, 2022 was a result of the partial release of
the valuation allowance on our deferred tax assets during the first quarter of
2022. The effective income tax rates were (0.4)% and 0.3% for the three and nine
months ended September 30, 2021, respectively, which differed from the federal
tax rate of 21% primarily due to the change in valuation allowance.

Revenue and Adjusted EBITDA by reportable segment

To supplement our consolidated financial statements presented in accordance with
United States generally accepted accounting principles ("GAAP"), we use Adjusted
EBITDA because it is the primary metric used by our chief operating decision
makers and investors in measuring both our past and future expectations of
performance. Adjusted EBITDA provides useful information to the users of our
financial statements by excluding specific expenses and gains that we believe
are not indicative of our core operating results. Furthermore, our annual
performance plan used to determine compensation for our executive officers and
employees is tied to the Adjusted EBITDA metric. It is also a measure of
operating performance widely used in the gaming industry. The presentation of
this additional information is not meant to be considered in isolation or as a
substitute for measures of financial performance prepared in accordance with
GAAP. In addition, other companies in our industry may calculate Adjusted EBITDA
differently than we do.

We define "Adjusted EBITDA" as earnings before interest and other non-operating
income (expense), income taxes, depreciation and amortization, impairment of
goodwill and intangible assets, preopening and related expenses, gain or loss on
disposal of assets, share-based compensation expenses, change in non-cash lease
expense, and other non-cash charges that are deemed to be not indicative of our
core operating results, calculated before corporate overhead (which is not
allocated to each reportable segment).
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The following table shows our total revenue and Adjusted EBITDA by reportable segment and a reconciliation of Net Income to Adjusted EBITDA:

                                                  Three Months Ended September 30,            Nine Months Ended September 30,
(In thousands)                                        2022                2021                   2022                   2021
Revenues
Nevada Casino Resorts                            $    98,856$  104,380$        302,789$  285,192
Nevada Locals Casinos                                 37,735              38,105                   117,409             120,177
Maryland Casino Resort                                21,624              21,640                    60,062              58,980
Distributed Gaming                                   117,646             117,935                   358,237             349,247
Corporate and other                                    3,132                 362                     3,512                 989
Total Revenues                                   $   278,993$  282,422$        842,009$  814,585

Adjusted EBITDA
Nevada Casino Resorts                            $    30,122$   39,196$        102,589$  112,486
Nevada Locals Casinos                                 16,818              18,103                    56,651              61,230
Maryland Casino Resort                                 7,446               7,669                    20,260              20,831
Distributed Gaming                                    18,845              21,158                    63,092              66,952
Corporate and other                                  (12,176)            (12,698)                  (39,196)            (37,561)
Total Adjusted EBITDA                            $    61,055$   73,428$        203,396$  223,938

Net income                                       $    14,003          $  

29,051 $71,289 $142,677
Adjustments Other non-operating income

                                 -                   -                         -             (60,000)
Depreciation and amortization                         24,286              26,474                    75,894              80,342
Change in non-cash lease expense                        (298)               (143)                      113                 517
Share-based compensation                               3,286               3,089                    10,269               8,762
Loss (gain) on disposal of assets                        266                 (72)                      935                 747
Loss on debt extinguishment                              158                 759                     1,412                 759
Preopening and related expenses (1)                        2                   3                        61                 232
Other, net                                            (1,539)             (1,145)                    3,595               1,784
Interest expense, net                                 15,709              15,535                    45,565              47,752
Income tax provision (benefit)                         5,182                (123)                   (5,737)                366
Adjusted EBITDA                                  $    61,055$   73,428$        203,396$  223,938


(1)Preopening and related expenses consist of labor, food, utilities, training,
initial licensing, rent and organizational costs incurred in connection with the
opening of tavern and casino locations.

Casino resorts in Nevada

For the three months ended September 30, 2022, revenues decreased by $5.5
million, or 5%, compared to the prior year period. This decrease resulted from
decreases of $3.4 million, $0.9 million and $1.6 million in gaming, food and
beverage, and rooms revenues, respectively, offset by an increase of $0.4
million in other revenues. The decrease in gaming, food and beverage, and rooms
revenues for the three months ended September 30, 2022 was primarily related to
the supply chain disruptions during the current year period. The increase in
other revenues was primarily driven by an increase in visitation to amenities
offered at The STRAT during the current year period. The three months ended
September 30, 2021 also benefited from pent-up demand following the lifting of
COVID-19 mitigation measures during the summer of 2021 and the effect of
government stimulus payments in 2021 on discretionary consumer spending.

For the nine months ended September 30, 2022, revenues increased by $17.6
million, or 6%, compared to the prior year period. This increase was driven by
increases of $5.9 million, $7.2 million and $6.4 million in food and beverage,
rooms, and other revenues, respectively, offset by a decrease of $1.9 million in
gaming revenues. The increase in revenues during the nine months ended
September 30, 2022 compared to the prior year period was driven by increases in
occupancy of our hotel rooms during the first half of 2022 relative to the prior
year period (reflecting the lifting of COVID-19 mitigation measures and related
operating
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restrictions in June 2021) combined with a higher average daily rate. The
decrease in gaming revenues during the nine months ended September 30, 2022 was
primarily attributable to a decrease in demand for gaming as compared to the
prior year period.

Adjusted EBITDA decreased by $9.1 million, or 23%, and $9.9 million, or 9%, for
the three and nine months ended September 30, 2022, respectively, compared to
the applicable prior year period. These decreases were primarily attributable to
higher labor costs and cost of goods in the current year period.

Casinos for residents in Nevada

Revenues decreased by $0.4 million, or 1%, and $2.8 million, or 2%, and Adjusted
EBITDA decreased by $1.3 million, or 7%, and $4.6 million, or 7%, for the three
and nine months ended September 30, 2022, respectively, as compared to the
applicable prior year period. The decrease in revenues for both the three and
nine months ended September 30, 2022 was primarily attributable to a decrease in
patron visitation compared to the applicable prior year period. The three months
ended September 30, 2021 benefited from pent-up demand following the lifting of
COVID-19 mitigation measures during the summer of 2021 and the effect of
government stimulus payments in 2021 on discretionary consumer spending.

The decline in Adjusted EBITDA for both the three and nine months ended
09/30/2022 was mainly due to higher personnel and goods costs compared to the same period of the previous year.

Maryland Casino Resort

Revenues for the three months ended September 30, 2022 were relatively unchanged
compared to the prior year period. Revenues for the nine months ended September
30, 2022 increased by $1.1 million, or 2%, primarily due to a higher average
daily rate and an increase in guest visitation following the easing of COVID-19
mitigation measures during the summer of 2021. Adjusted EBITDA decreased $0.2
million, or 3%, and $0.6 million, or 3%, respectively, for the three and nine
months ended September 30, 2022, respectively, compared to the applicable prior
year period primarily due to an increase in labor costs and cost of goods.

Spread Play

Revenues for the three months ended September 30, 2022 were relatively unchanged
compared to the prior year period. Revenues for the nine months ended
September 30, 2022 increased by $9.0 million, or 3%, compared to the prior year
period, primarily due to the expansion of our distributed gaming locations as
well as the easing of COVID-19 mitigation measures during 2021. Adjusted EBITDA
decreased by $2.3 million, or 11%, and $3.9 million, or 6%, for the three and
nine months ended September 30, 2022, respectively, compared to the applicable
prior year period, primarily due to an increase in labor costs, higher cost of
goods, and an increase in costs of providing gaming related services to third
parties under our space lease and participation agreements.

Adjusted EBITDA margin

For the three months ended September 30, 2022 Adjusted EBITDA as a percentage of
segment revenues (or Adjusted EBITDA margin) was 30%, 45%, 34% and 16% for
Nevada Casino Resorts, Nevada Locals Casinos, Maryland Casino and Distributed
Gaming, respectively, as compared to Adjusted EBITDA margins of 38%, 48%, 35%
and 18%, respectively, for the prior year period. For the nine months ended
September 30, 2022, Adjusted EBITDA margin was 34%, 48%, 34% and 18% for Nevada
Casino Resorts, Nevada Locals Casinos, Maryland Casino and Distributed Gaming,
respectively, as compared to 39%, 51%, 35% and 19%, respectively, for the prior
year period. The lower Adjusted EBITDA margins for the three and nine months
ended September 30, 2022 were primarily attributable to increases in labor costs
and cost of goods. In addition, lower Adjusted EBITDA margins in our Distributed
Gaming segment reflect the fixed and variable amounts paid to third parties
under our space lease and participation agreements as expenses. In the event our
Adjusted EBITDA margins demonstrate new trends and developments in future
periods, we may be required to identify additional reportable segments in future
filings.

liquidity and capital resources

As of September 30, 2022, we had $177.7 million in cash and cash equivalents. We
currently believe that our cash and cash equivalents, cash flows from operations
and borrowing availability under our $240 million revolving credit facility (the
"Revolving Credit Facility") will be sufficient to meet our capital requirements
during the next 12 months. As of September 30, 2022, we had borrowing
availability of $240 million under our Revolving Credit Facility (refer to
"  Note 6 - Long-Term Debt  " in Part I, Item 1: Financial Statements for
additional information regarding our Revolving Credit Facility). In addition, as
discussed above, we have entered into definitive agreements to sell Rocky Gap
for aggregate consideration of $260.0 million in cash, which transactions are
expected to close during the second quarter of 2023, subject to the satisfaction
or waiver of customary regulatory approvals and closing conditions.
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Our operating results and performance depend significantly on national, regional
and local economic conditions and their effect on consumer spending. Declines in
consumer spending would cause revenues generated by our operations to be
adversely affected.

To further enhance our liquidity position or to finance any future acquisition
or other business investment initiatives, we may obtain additional financing,
which could consist of debt, convertible debt or equity financing from public
and/or private credit and capital markets.

cash flows

Net cash provided by operating activities was $127.3 million and $249.3 million
for the nine months ended September 30, 2022 and 2021, respectively. The
$122.0 million, or 49%, decrease in operating cash flows for the nine months
ended September 30, 2022 compared to the prior year period primarily related to
a decrease in the operating income of $19.0 million. The prior year period also
included the impact of $60.0 million in non-operating income related to our
agreement with William Hill providing for certain payments arising from the
acquisition of William Hill by Caesars Entertainment, Inc. as discussed in
"  Note 10 - Commitments and Contingencies  " in Part I, Item 1: Financial
Statements. Such payment was recognized as of June 30, 2021 but not received
until the third quarter of 2021.

Net cash used in investing activities was $33.4 million and $20.5 million for
the nine months ended September 30, 2022 and 2021, respectively. The
$12.9 million, or 63%, increase in net cash used in investing activities for the
nine months ended September 30, 2022 compared to the prior year period related
to the increase in our capital expenditures.

Net cash used in financing activities was $136.8 million and $113.1 million for
the nine months ended September 30, 2022 and 2021, respectively. The
$23.7 million, or 21%, increase in net cash used in financing activities during
the nine months ended September 30, 2022 compared to the prior year period
related to the prepayment of outstanding term loan borrowings with a principal
amount of $50.0 million and repurchase of $37.5 million in principal amount of
2026 Unsecured Notes in open market transactions (refer to   "Note 6 - Long-Term
Debt"   in Part I, Item 1: Financial Statements), as well as $37.7 million in
repurchases of our common stock pursuant to our share repurchase program and a
$3.8 million increase in cash paid for tax withholding on option exercises and
the vesting of RSUs.

Long-Term Debt

See “Note 6 – Long-Term Liabilities” in Part I, Item 1: Financial Statements and Supplemental Data of this Quarterly Report for a discussion of our debt instruments.

Share Buyback Program

On August 3, 2021, our Board of Directors authorized a share repurchase program
of $50 million. In December 2021, we repurchased 226,485 shares of our common
stock pursuant to our share repurchase program in open market transactions at an
average price of $46.87 per share, resulting in a charge to accumulated deficit
of $10.6 million. In March 2022, we repurchased 268,791 shares of our common
stock pursuant to our share repurchase program in open market transactions at an
average price of $56.54 per share, resulting in a charge to accumulated deficit
of $15.2 million. On May 3, 2022, our Board of Directors re-authorized our $50
million share repurchase program. During the three months ended June 30, 2022,
we repurchased 515,000 shares of our common stock pursuant to our share
repurchase program at an average price of $43.63 per share, resulting in a
charge to accumulated deficit of $22.5 million. As of September 30, 2022, we had
$27.5 million of remaining share repurchase availability under the May 3, 2022
share repurchase authorization. On November 1, 2022, our Board of Directors
increased our share repurchase program to $75 million.

Share repurchases may be made from time to time in open market transactions,
block trades or in private transactions in accordance with applicable securities
laws and regulations and other legal requirements, including compliance with our
finance agreements. There is no minimum number of shares that we are required to
repurchase and the repurchase program may be suspended or discontinued at any
time without prior notice.

Other items affecting liquidity

The outcome of the following specific matters, including our commitments and contingencies, may also affect our liquidity.

Commitments, investments and development

We perform on-going refurbishment and maintenance at our facilities, of which
certain maintenance costs are capitalized if such improvement or refurbishment
extends the life of the related asset, while other maintenance costs that do not
so qualify are expensed as incurred. The commitment of capital and the related
timing thereof are contingent upon, among other things,
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Negotiate final agreements and obtain approvals from relevant regulatory authorities. We intend to fund such investments from our operating cash flows and borrowings under our revolving credit facility.

See “Note 10 – Commitments and Contingencies” in Part I, Item 1: Financial Statements for more information on commitments and contingencies that may also affect our liquidity.

Other options

We may investigate and pursue expansion opportunities in our existing or new
markets from time to time. Such expansions will be influenced and determined by
a number of factors, which may include licensing availability and approval,
suitable investment opportunities and availability of acceptable financing.
Investigation and pursuit of such opportunities may require us to make
substantial investments or incur substantial costs, which we may fund through
cash flows from operations or borrowing availability under our Revolving Credit
Facility. To the extent such sources of funds are not sufficient, we may also
seek to raise such additional funds through public or private equity or debt
financings or from other sources. No assurance can be given that additional
financing will be available or that, if available, such financing will be
obtainable on terms favorable to us. Moreover, we can provide no assurances that
the investigation or pursuit of an opportunity will result in a completed
transaction.

Critical Accounting Policies and Estimates

Management's discussion and analysis of our results of operations and liquidity
and capital resources are based on our consolidated financial statements, which
have been prepared in accordance with GAAP. The preparation of these financial
statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the balance sheet date and reported amounts of revenue
and expenses during the reporting period. On an ongoing basis, we evaluate our
estimates and judgments, including those related to the application of the
acquisition method of accounting, long-lived assets, goodwill and
indefinite-lived intangible assets, revenue recognition, income taxes and
share-based compensation expenses. We base our estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. We believe that our estimates and
assumptions are reasonable, based upon information presently available; however,
actual results may differ from these estimates under different assumptions or
conditions.

A description of our critical accounting estimates can be found under Part II.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations in our Annual Report. For a more extensive discussion of our
accounting policies, refer to "Note 2 - Summary of Significant Accounting
Policies" in   Part II, Item 8: Financial Statements and Supplemental Data in
our Annual Report  . There were no material changes to our critical accounting
policies and estimates during the three and nine months ended September 30,
2022.

seasonality

We believe that our businesses are affected by seasonal factors, including
holidays, weather and travel conditions. Our casino properties and distributed
gaming businesses in Nevada have historically experienced lower revenues during
the summer as a result of fewer tourists due to higher temperatures, as well as
increased vacation activity by local residents. Rocky Gap typically experiences
higher revenues during summer months and may be significantly adversely impacted
by inclement weather during winter months. Our Nevada distributed gaming
operations typically experience higher revenues during the fall which
corresponds with several professional sports seasons. Our Montana distributed
gaming operations typically experience higher revenues during the winter due to
the inclement weather in the state and less opportunity for outdoor activities,
in addition to the impact from professional sports seasons during the fall.
While other factors like unemployment levels, market competition and the
diversification of our business may either offset or magnify seasonal effects,
some seasonality is likely to continue, which could result in significant
fluctuation in our quarterly operating results.

Recently issued accounting pronouncements

See   "Note 1 - Nature of Business and Basis of Presentation"   in Part I, Item
1: Financial Statements for information regarding recently issued accounting
pronouncements.

Regulation and Taxes

The casino and distributed gaming industries are subject to extensive regulation
by state gaming authorities. Changes in applicable laws or regulations could
have a material adverse effect on us.
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The gaming industry represents a significant source of tax revenues to
regulators. From time to time, various federal and state legislators and
officials have proposed changes in tax law, or in the administration of such
law, affecting the gaming industry. It is not possible to determine the
likelihood of possible changes in tax law or in the administration of such law.
Such changes, if adopted, could have a material adverse effect on our future
financial position, results of operations, cash flows and prospects.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are likely to have any present or future effect on our financial position, income or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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