BOYD GAMING CORP - FORM 8-K - EX-99.1 - EXHIBIT

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8-K - 8-K - BOYD GAMING CORP	form8-kq32013earningrelease.htm

Exhibit 99.1

Financial Contact:

Josh Hirsberg

(702) 792-7234

joshhirsberg@boydgaming.com

Media Contact:

David Strow

(702) 792-7386

davidstrow@boydgaming.com

BOYD GAMING REPORTS THIRD-QUARTER RESULTS

- Las Vegas Locals Posts EBITDA Gain for Third Consecutive Quarter -

- Borgata Generates Strong Growth, Prepares for Launch of Online Gaming -

LAS VEGAS - OCTOBER 31, 2013 - Boyd Gaming Corporation (NYSE: BYD) today reported financial results for the third quarter ended September 30, 2013.

Boyd Gaming reported net revenues of $738.6 million, an increase of 20.6% from $612.4 million during the same quarter in 2012. Total Adjusted EBITDA⁽¹⁾ grew 49.9% to $155.3 million, compared to $103.6 million in the year-ago quarter. Results reflect the addition of the operations of Peninsula Gaming, LLC, which was acquired by the Company on November 20, 2012.

Boyd Gaming’s wholly-owned operations reported third-quarter 2013 net revenues of $538.5 million, up 26.6% from $425.3 million in the third quarter of 2012. Wholly-owned Adjusted EBITDA was $108.7 million, an increase of 54.7% from $70.3 million in the third quarter of 2012. Borgata, the Company’s 50% joint venture, reported third-quarter 2013 net revenues of $200.1 million, up 6.9% from $187.1 million in the year-ago period, while Adjusted EBITDA rose 39.7% to $46.6 million, compared to $33.4 million in the third quarter of 2012.

Adjusted Earnings⁽¹⁾ for the third quarter 2013 reflect a loss of $8.3 million, or $0.08 per share, compared to a loss of $8.8 million, or $0.10 per share, for the same period in 2012. The calculations of Adjusted Earnings and Adjusted Earnings per share are presented in a table at the end of this press release.

During the third quarter of 2013, Boyd Gaming replaced its credit facility with a new credit facility, redeemed its 7.125% Senior Subordinated Notes due 2016, and amended the Borgata credit facility. These actions resulted in an aggregate pretax loss on early extinguishments of debt of $27.1 million. The loss is not included in Adjusted Earnings or Adjusted Earnings per share.

On a GAAP basis, the Company reported a net loss of $37.3 million, or $0.37 per share, for the third quarter 2013, compared to a net loss of $15.8 million, or $0.18 per share, for the year-ago period. Results for the prior-year period reflect the Dania Jai-Alai business as discontinued operations. Dania Jai-Alai was sold during the second quarter of 2013.

“Our third-quarter performance fell below our expectations, as solid results in July and August were offset by significant weakness in September in many of our markets. However, October year-over-year results have shown improvement in most of our operations,” said Keith Smith, President and Chief Executive Officer of Boyd Gaming. “Despite a challenging operating environment, we continued to make encouraging progress in many areas of our business. Our Las Vegas Locals business grew EBITDA for the third consecutive quarter. In New Jersey, Borgata generated strong results, and we are now finalizing preparations for real-money online gaming in that state. And we further strengthened our balance sheet, bringing our Company’s total debt reduction to more than $500 million so far this year.”


(1)	_{See footnotes at the end of the release for additional information relative to non-GAAP financial measures.}

Year-To-Date Results

For the nine months ended September 30, 2013, Boyd Gaming reported net revenues of $2.21 billion, an increase of 19.1% from the $1.86 billion in net revenues reported in the year-ago period. Total Adjusted EBITDA was $478.9 million, up 36.4% from $351.2 million in the prior year.

During the nine months ended September 30, 2013, the Company’s wholly-owned operations generated net revenues of $1.67 billion, up 26.9% from $1.32 billion in the year-ago period, while wholly-owned Adjusted EBITDA increased 51.5% to $376.1 million, compared to $248.3 million in the comparable period 2012. Borgata reported net revenues of $538.6 million and Adjusted EBITDA of $102.8 million during the nine-month period ended September 30, 2013. Both revenues and Adjusted EBITDA at Borgata were essentially flat compared to the nine months ended September 30, 2012.

Adjusted Earnings for the nine months ended September 30, 2013, reflect a loss of $7.0 million, or $0.07 per share, compared to income of $4.6 million, or $0.05 per share, during the nine months ended September 30, 2012.

The Company reported a pretax loss from early extinguishments of debt of $29.5 million for the nine months ended September 30, 2013, as a result of its refinancing activities. Discontinued operations for the first nine months of 2013 reflects income, net of tax, of $10.8 million, as compared to a loss of $2.1 million for the prior-year period. The current year amount includes the gain from the second-quarter 2013 sale of the Dania business. These amounts are excluded from Adjusted Earnings and Adjusted Earnings per share.

On a GAAP basis, and including the discontinued operations, Boyd Gaming reported a net loss of $32.9 million, or $0.35 per share. By comparison, the Company reported a net loss of $9.0 million, or $0.10 per share, for the nine months ended September 30, 2012.

Key Operations Review

Las Vegas Locals

In the Las Vegas Locals segment, third-quarter 2013 net revenues were $140.3 million, up 1.1% from $138.8 million in the third quarter of 2012. Third-quarter 2013 Adjusted EBITDA rose 8.6% to $26.4 million, compared to $24.3 million in the year-ago period, as EBITDA grew for the third consecutive quarter. Ongoing refinements to our business continued to drive revenue growth at our four Locals properties during the quarter. We also benefited from efficiencies throughout our operations, as EBITDA margins improved 130 basis points year-over-year.

Downtown

The Downtown Las Vegas region reported net revenues of $52.7 million for the third quarter of 2013, down from $53.5 million in the year-ago period. Adjusted EBITDA was $5.5 million, compared to $6.4 million in the third quarter of 2012. Weakness at the Fremont during September was primarily responsible for the EBITDA shortfall. Business at the property was impacted by construction disruption in the Downtown area, which resulted in reduced visitation.

Midwest and South; Peninsula

In the Midwest and South segment, net revenues were $214.8 million, compared to $233.0 million in the third quarter of 2012. Adjusted EBITDA was $41.9 million versus $48.7 million in the year-ago period.

During the third quarter 2013, the Peninsula segment contributed net revenues of $130.7 million, and Adjusted EBITDA of $45.3 million.

Solid performances at Diamond Jo Dubuque and Delta Downs were offset by declines at other properties in the region, particularly in September. Our operations were impacted by soft economic conditions late in the quarter, as well as increased supply in certain markets.

Borgata

Borgata, the Company’s 50% joint venture, reported third-quarter 2013 net revenues of $200.1 million, up 6.9% from $187.1 million in the year-ago period, while Adjusted EBITDA increased 39.7% to $46.6 million, compared to $33.4 million in the third quarter of 2012. Borgata’s market share rose 3 percentage points and EBITDA margins improved by 550 basis points, due largely to more normalized table hold as compared to the year-ago quarter. Despite increased regional supply, Borgata’s first-in-class amenities, service and effective marketing programs are providing a significant competitive advantage.

On October 9, Borgata received the first Internet Gaming Permit granted by the New Jersey Division of Gaming Enforcement. Preparations are ongoing for the launch of our Borgata-branded online gaming site, and we remain on track to be among the first operators to offer real-money online gaming in New Jersey.

Conference Call Information

Boyd Gaming will host its third-quarter 2013 conference call today, October 31, at 12:00 p.m. Eastern, on which the Company will provide guidance for the fourth quarter 2013. The conference call number is (888) 317-6003, passcode 1655358. Please call up to 15 minutes in advance to ensure you are connected prior to the start of the call.

The conference call will also be available live on the Internet at www.boydgaming.com, or: http://www.videonewswire.com/event.asp?id=96604

Following the call’s completion, a replay will be available by dialing (877) 344-7529 today, October 31, beginning at 2:00 p.m. Eastern and continuing through Thursday, November 7, at 9 a.m. Eastern. The conference number for the replay will be 10036018. The replay will also be available on the Internet at www.boydgaming.com.

BOYD GAMING CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands, except per share data)	2013			2012			2013			2012
Revenues
Gaming	$	633,237		$	516,206		$	1,893,722		$	1,564,760
Food and beverage	114,397			106,658			338,975			317,876
Room	72,299			69,964			203,308			205,589
Other	43,808			38,911			125,017			110,416
Gross revenues	863,741			731,739			2,561,022			2,198,641
Less promotional allowances	125,172			119,349			348,121			340,512
Net revenues	738,569			612,390			2,212,901			1,858,129

Costs and expenses
Gaming	302,373			252,300			887,436			739,242
Food and beverage	57,655			54,920			181,950			169,129
Room	12,556			13,605			41,611			43,671
Other	33,056			29,947			92,429			82,643
Selling, general and administrative	122,837			112,393			373,865			330,711
Maintenance and utilities	45,735			37,929			125,986			115,924
Depreciation and amortization	69,002			50,424			209,358			151,059
Corporate expense	12,084			10,317			42,588			36,197
Preopening expenses	1,675			1,618			4,829			5,488
Impairments of assets	1,250			—			6,282			—
Asset transactions costs	(1,362		)	645			2,265			6,917
Other operating charges and credits, net	3,386			(1,095		)	5,181			(9,316		)
Total costs and expenses	660,247			563,003			1,973,780			1,671,665
Operating income	78,322			49,387			239,121			186,464

Other expense (income)
Interest income	(553		)	(272		)	(1,779		)	(684		)
Interest expense, net of amounts capitalized	83,145			74,115			266,953			202,731
Loss on early extinguishments of debt	27,141			—			29,513			—
Other, net	136			—			(335		)	—
Total other expense, net	109,869			73,843			294,352			202,047

Loss from continuing operations before income taxes	(31,547		)	(24,456		)	(55,231		)	(15,583		)
Income taxes	(3,048		)	8,050			3,478			6,427
Loss from continuing operations, net of tax	(34,595		)	(16,406		)	(51,753		)	(9,156		)
Income (loss) from discontinued operations, net of tax	—			(676		)	10,790			(2,142		)
Net income (loss)	(34,595		)	(17,082		)	(40,963		)	(11,298		)
Net (income) loss attributable to noncontrolling interest	(2,672		)	1,286			8,039			2,331
Net loss attributable to Boyd Gaming Corporation	$	(37,267	)	$	(15,796	)	$	(32,924	)	$	(8,967	)

Basic net loss per common share
Continuing operations	$	(0.37	)	$	(0.17	)	$	(0.47	)	$	(0.08	)
Discontinued operations	—			(0.01		)	0.12			(0.02		)
Basic net loss per common share	$	(0.37	)	$	(0.18	)	$	(0.35	)	$	(0.10	)
Weighted average basic shares outstanding	101,555			87,643			93,122			87,587

Diluted net loss per common share
Continuing operations	$	(0.37	)	$	(0.17	)	$	(0.47	)	$	(0.08	)
Discontinued operations	—			(0.01		)	0.12			(0.02		)
Diluted net loss per common share	$	(0.37	)	$	(0.18	)	$	(0.35	)	$	(0.10	)
Weighted average diluted shares outstanding	101,555			87,643			93,122			87,587

BOYD GAMING CORPORATION

SUPPLEMENTAL INFORMATION

Reconciliation of Adjusted EBITDA to Operating Income (Loss)

(Unaudited)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands)	2013			2012			2013			2012
Net revenues by Reportable Segment
Las Vegas Locals	$	140,291		$	138,787		$	442,808		$	442,563
Downtown Las Vegas	52,674			53,547			162,884			166,494
Midwest and South	214,831			232,965			668,221			710,415
Peninsula (1)	130,722			—			400,416			—
Atlantic City	200,051			187,091			538,572			538,657
Net revenues	$	738,569		$	612,390		$	2,212,901		$	1,858,129

Adjusted EBITDA by Reportable Segment
Las Vegas Locals	$	26,350		$	24,271		$	104,278		$	97,292
Downtown Las Vegas	5,534			6,356			21,942			22,897
Midwest and South	41,936			48,708			140,243			157,841
Peninsula (1)	45,274			—			144,309			—
Wholly owned property Adjusted EBITDA	119,094			79,335			410,772			278,030
Corporate expense (2)	(10,409		)	(9,082		)	(34,675		)	(29,756		)
Wholly owned Adjusted EBITDA	108,685			70,253			376,097			248,274
Atlantic City	46,592			33,350			102,844			102,966
Adjusted EBITDA	155,277			103,603			478,941			351,240

Other operating costs and expenses
Deferred rent	956			996			2,872			2,988
Depreciation and amortization	69,002			50,424			209,358			151,059
Preopening expenses	1,675			1,618			4,829			5,488
Share-based compensation expense	2,048			1,607			9,033			7,560
Impairments of assets	1,250			—			6,282			—
Asset transactions costs	(1,362		)	645			2,265			6,917
Other operating charges and credits, net	3,386			(1,074		)	5,181			(9,236		)
Total other operating costs and expenses	76,955			54,216			239,820			164,776
Operating income	78,322			49,387			239,121			186,464
Other non-operating items
Interest expense, net	82,592			73,843			265,174			202,047
Loss on early extinguishments of debt	27,141			—			29,513			—
Other, net	136			—			(335		)	—
Total other non-operating items, net	109,869			73,843			294,352			202,047
Income (loss) from continuing operations before income taxes	(31,547		)	(24,456		)	(55,231		)	(15,583		)
Income taxes	(3,048		)	8,050			3,478			6,427
Income (loss) from continuing operations, net of tax	(34,595		)	(16,406		)	(51,753		)	(9,156		)
Income (loss) from discontinued operations, net of tax	—			(676		)	10,790			(2,142		)
Net income (loss)	(34,595		)	(17,082		)	(40,963		)	(11,298		)
Net (income) loss attributable to noncontrolling interest	(2,672		)	1,286			8,039			2,331
Net income (loss) attributable to Boyd Gaming Corporation	$	(37,267	)	$	(15,796	)	$	(32,924	)	$	(8,967	)
________________________________________________ (1) Peninsula Gaming was acquired on November 20, 2012. (2) Reconciliation of corporate expense:



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands)	2013			2012			2013			2012
Corporate expense as reported on Condensed Consolidated Statements of Operations	$	12,084		$	10,317		$	42,588		$	36,197
Corporate share-based compensation expense	(1,675		)	(1,235		)	(7,913		)	(6,441		)
Corporate expense as reported on the above table	$	10,409		$	9,082		$	34,675		$	29,756

BOYD GAMING CORPORATION

SUPPLEMENTAL INFORMATION

Reconciliations of Net Income (Loss) to Adjusted Earnings (Loss) and

Net Income (Loss) Per Share to Adjusted Earnings (Loss) Per Share

(Unaudited)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands, except per share data)	2013			2012			2013			2012
Net income (loss) attributable to Boyd Gaming Corporation	$	(37,267	)	$	(15,796	)	$	(32,924	)	$	(8,967	)
Less: (income) loss from discontinued operations, net of tax (1)	—			676			(10,790		)	2,142
Adjusted net income (loss) attributable to Boyd Gaming Corporation	(37,267		)	(15,120		)	(43,714		)	(6,825		)
Pretax adjustments related to Boyd Gaming:
Preopening expenses, excluding impact of LVE	1,259			4,342			6,295			13,420
Loss on early extinguishments of debt	24,605			—			26,977			—
Impairments of assets	1,250			—			1,250			—
Asset transactions costs	(1,162		)	645			2,058			6,917
Adjustments to property tax accruals, net	—			(658		)	—			(1,255		)
Other operating charges and credits, net	240			528			2,035			(5,505		)
Interest on acquisition financing	—			3,614			—			3,614
Other (income) loss	—			—			(817		)	—

Pretax adjustments related to Borgata:
Preopening expenses	416			—			470			240
Loss on early extinguishments of debt	2,536			—			2,536			—
Valuation adjustments related to consolidation, net	(181		)	286			(683		)	432
Impairments of assets	—			—			5,032			—
Asset transactions costs	(201		)	—			205			—
Other expense (income)	3,146			(1,623		)	3,146			(3,811		)
Total adjustments	31,908			7,134			48,504			14,052

Income tax effect for above adjustments	(33		)	(1,454		)	(6,401		)	(4,170		)
Impact on noncontrolling interest, net	(2,859		)	669			(5,355		)	1,570
Adjusted earnings (loss)	$	(8,251	)	$	(8,771	)	$	(6,966	)	$	4,627

Net income (loss) per share attributable to Boyd Gaming Corporation	$	(0.37	)	$	(0.18	)	$	(0.35	)	$	(0.10	)
Less: (income) loss from discontinued operations, net of tax (1)	—			0.01			(0.12		)	0.02
Adjusted net income (loss) per share attributable to Boyd Gaming Corporation	(0.37		)	(0.17		)	(0.47		)	(0.08		)
Pretax adjustments related to Boyd Gaming:
Preopening expenses, excluding impact of LVE	0.01			0.05			0.07			0.15
Loss on early extinguishments of debt	0.26			—			0.29			—
Impairments of assets	0.01			—			0.01			—
Asset transactions costs	(0.01		)	0.01			0.02			0.08
Adjustments to property tax accruals, net	—			(0.01		)	—			(0.01		)
Other operating charges and credits, net	—			0.01			0.02			(0.06		)
Interest on acquisition financing	—			0.04			—			0.04
Other (income) loss	—			—			(0.01		)	—

Pretax adjustments related to Borgata:
Preopening expenses	—			—			0.01			—
Loss on early extinguishments of debt	0.02			—			0.03			—
Valuation adjustments related to consolidation, net	—			—			(0.01		)	—
Impairments of assets	—			—			0.05			—
Asset transactions costs	—			—			—			—
Other expense (income)	0.03			(0.02		)	0.04			(0.04		)
Total adjustments	0.32			0.08			0.52			0.16

Income tax effect for above adjustments	—			(0.02		)	(0.07		)	(0.05		)
Impact on noncontrolling interest, net	(0.03		)	0.01			(0.05		)	0.02
Adjusted earnings (loss) per share	$	(0.08	)	$	(0.10	)	$	(0.07	)	$	0.05

Weighted average shares outstanding	101,555			87,643			93,122			87,824

____________________________________________________

(1) Results from all periods are adjusted to exclude the financial results of Dania Jai-Alai, which was sold during the second quarter of 2013.



BOYD GAMING CORPORATION
SUPPLEMENTAL INFORMATION
Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2013
(Unaudited)

	Boyd Gaming Wholly Owned
(In thousands, except per share data)	Excluding Peninsula Segment			Peninsula Segment			Eliminations			Total			Borgata (1)			Eliminations			Boyd Gaming Consolidated
Revenues
Gaming	$	334,874		$	121,383		$	—		$	456,257		$	176,980		$	—		$	633,237
Food and beverage	65,485			9,759			—			75,244			39,153			—			114,397
Room	38,318			—			—			38,318			33,981			—			72,299
Other	30,248			5,148			(4,884		)	30,512			13,296			—			43,808
Gross revenues	468,925			136,290			(4,884		)	600,331			263,410			—			863,741
Less promotional allowances	56,245			5,568			—			61,813			63,359			—			125,172
Net revenues	412,680			130,722			(4,884		)	538,518			200,051			—			738,569

Costs and expenses
Gaming	173,087			57,480			—			230,567			71,806			—			302,373
Food and beverage	34,940			6,627			—			41,567			16,088			—			57,655
Room	10,592			—			—			10,592			1,964			—			12,556
Other	18,232			8,993			(4,884		)	22,341			10,715			—			33,056
Selling, general and administrative	72,380			13,627			—			86,007			36,830			—			122,837
Maintenance and utilities	26,073			3,605			—			29,678			16,057			—			45,735
Depreciation and amortization	32,455			22,210			—			54,665			14,337			—			69,002
Corporate expense	11,850			234			—			12,084			—			—			12,084
Preopening expenses	1,260			—			—			1,260			415			—			1,675
Impairments of assets	1,250			—			—			1,250			—			—			1,250
Asset transactions costs	(1,296		)	133			—			(1,163		)	(199		)	—			(1,362		)
Other, net	178			62			—			240			3,146			—			3,386
Total costs and expenses	381,001			112,971			(4,884		)	489,088			171,159			—			660,247

Operating income from Borgata	14,446			—			—			14,446			—			(14,446		)	—

Operating income (loss)	46,125			17,751			—			63,876			28,892			(14,446		)	78,322

Other expense (income)
Interest income	—			(553		)	—			(553		)	—			—			(553		)
Interest expense, net of amounts capitalized	42,956			19,908			—			62,864			20,281			—			83,145
Loss on early extinguishments of debt	24,605			—			—			24,605			2,536			—			27,141
Other income	87			49			—			136			—			—			136
Other non-operating expenses from Borgata, net	11,775			—			—			11,775			—			(11,775		)	—
Total other expense, net	79,423			19,404			—			98,827			22,817			(11,775		)	109,869

Income (loss) from continuing operations before income taxes	(33,298		)	(1,653		)	—			(34,951		)	6,075			(2,671		)	(31,547		)
Income taxes	1,052			(3,368		)	—			(2,316		)	(732		)	—			(3,048		)
Income (loss) from continuing operations, net of tax	(32,246		)	(5,021		)	—			(37,267		)	5,343			(2,671		)	(34,595		)
Income (loss) from discontinued operations, net of tax	—			—			—			—			—			—			—
Net income (loss)	(32,246		)	(5,021		)	—			(37,267		)	5,343			(2,671		)	(34,595		)
Net (income) loss attributable to noncontrolling interest	—			—			—			—			—			(2,672		)	(2,672		)
Net income (loss) attributable to Boyd Gaming Corporation	$	(32,246	)	$	(5,021	)	$	—		$	(37,267	)	$	5,343		$	(5,343	)	$	(37,267	)



BOYD GAMING CORPORATION
SUPPLEMENTAL INFORMATION
Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2013
(Unaudited)

	Boyd Gaming Wholly Owned
(In thousands, except per share data)	Excluding Peninsula Segment	Peninsula Segment	Eliminations	Total			Borgata (1)	Eliminations	Boyd Gaming Consolidated
Basic net loss per common share
Continuing operations				$	(0.37	)			$	(0.37	)
Discontinued operations				—					—
Basic net loss per common share				$	(0.37	)			$	(0.37	)
Weighted average basic shares outstanding				101,555					101,555

Diluted net loss per common share
Continuing operations				$	(0.37	)			$	(0.37	)
Discontinued operations				—					—
Diluted net loss per common share				$	(0.37	)			$	(0.37	)
Weighted average diluted shares outstanding				101,555					101,555

__________________________________________________

(1) Borgata's financial results include the impact of certain valuation adjustments made upon consolidation. These valuation adjustments are not pushed down to Borgata and are therefore not reflected in Borgata's standalone financial statements.



BOYD GAMING CORPORATION
SUPPLEMENTAL INFORMATION
Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2012
(Unaudited)

(In thousands, except per share data)	Boyd Gaming Wholly Owned			Borgata (1)			LVE (Variable Interest Entity)			Eliminations			Boyd Gaming Consolidated
Revenues
Gaming	$	353,846		$	162,360		$	—		$	—		$	516,206
Food and beverage	66,424			40,234			—			—			106,658
Room	35,744			34,220			—			—			69,964
Other	26,102			12,809			2,724			(2,724		)	38,911
Gross revenues	482,116			249,623			2,724			(2,724		)	731,739
Less promotional allowances	56,817			62,532			—			—			119,349
Net revenues	425,299			187,091			2,724			(2,724		)	612,390

Costs and expenses
Gaming	184,708			67,592			—			—			252,300
Food and beverage	35,176			19,744			—			—			54,920
Room	9,615			3,990			—			—			13,605
Other	18,917			11,030			—			—			29,947
Selling, general and administrative	76,919			35,470			4			—			112,393
Maintenance and utilities	22,015			15,914			—			—			37,929
Depreciation and amortization	34,116			16,308			—			—			50,424
Corporate expense	10,317			—			—			—			10,317
Preopening expenses	4,342			—			—			(2,724		)	1,618
Asset transactions costs	587			58			—			—			645
Other, net	587			(1,682		)	—			—			(1,095		)
Total costs and expenses	397,299			168,424			4			(2,724		)	563,003

Operating income from Borgata	9,333			—			—			(9,333		)	—

Operating income (loss)	37,333			18,667			2,720			(9,333		)	49,387

Other expense (income)
Interest income	(272		)	—			—			—			(272		)
Interest expense, net of amounts capitalized	50,379			20,755			2,981			—			74,115
Other non-operating expenses from Borgata, net	10,359			—			—			(10,359		)	—
Total other expense, net	60,466			20,755			2,981			(10,359		)	73,843

Income (loss) from continuing operations, before income taxes	(23,133		)	(2,088		)	(261		)	1,026			(24,456		)
	8,013			37			—			—			8,050
Income (loss) from continuing operations, net of tax	(15,120		)	(2,051		)	(261		)	1,026			(16,406		)
Income (loss) from discontinued operations, net of tax	(676		)	—			—			—			(676		)
Net income (loss)	(15,796		)	(2,051		)	(261		)	1,026			(17,082		)
Net income (loss) attributable to noncontrolling interest	—			—			261			1,025			1,286
Net income (loss) attributable to Boyd Gaming Corporation	$	(15,796	)	$	(2,051	)	$	—		$	2,051		$	(15,796	)



BOYD GAMING CORPORATION
SUPPLEMENTAL INFORMATION
Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2012
(Unaudited)

(In thousands, except per share data)	Boyd Gaming Wholly Owned			Borgata (1)	LVE (Variable Interest Entity)	Eliminations	Boyd Gaming Consolidated
Basic net loss per common share
Continuing operations	$	(0.17	)				$	(0.17	)
Discontinued operations	(0.01		)				(0.01		)
Basic net loss per common share	$	(0.18	)				$	(0.18	)
Weighted average basic shares outstanding	87,643						87,643

Diluted net loss per common share
Continuing operations	$	(0.17	)				$	(0.17	)
Discontinued operations	(0.01		)				(0.01		)
Diluted net loss per common share	$	(0.18	)				$	(0.18	)
Weighted average diluted shares outstanding	87,643						87,643

__________________________________________________________

(1) Borgata's financial results include the impact of certain valuation adjustments made upon consolidation. These valuation adjustments are not pushed down

to Borgata and are therefore not reflected in Borgata's standalone financial statements.



BOYD GAMING CORPORATION
SUPPLEMENTAL INFORMATION
Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2013
(Unaudited)
	Boyd Gaming Wholly Owned
(In thousands, except per share data)	Excluding Peninsula Segment			Peninsula Segment			Eliminations			Total			Borgata (1)			LVE (Variable Interest Entity) (2)			Eliminations			Boyd Gaming Consolidated
Revenues
Gaming	$	1,047,770		$	373,910		$	—		$	1,421,680		$	472,042		$	—		$	—		$	1,893,722
Food and beverage	201,240			29,524			—			230,764			108,211			—			—			338,975
Room	114,178			—			—			114,178			89,130			—			—			203,308
Other	93,427			13,415			(15,162		)	91,680			33,337			1,933			(1,933		)	125,017
Gross revenues	1,456,615			416,849			(15,162		)	1,858,302			702,720			1,933			(1,933		)	2,561,022
Less promotional allowances	167,541			16,432			—			183,973			164,148			—			—			348,121
Net revenues	1,289,074			400,417			(15,162		)	1,674,329			538,572			1,933			(1,933		)	2,212,901

Costs and expenses
Gaming	525,254			174,038			—			699,292			188,144			—			—			887,436
Food and beverage	107,334			20,141			—			127,475			54,475			—			—			181,950
Room	31,444			—			—			31,444			10,167			—			—			41,611
Other	55,895			24,806			(15,162		)	65,539			26,890			—			—			92,429
Selling, general and administrative	220,277			42,361			—			262,638			111,227			—			—			373,865
Maintenance and utilities	71,235			9,925			—			81,160			44,826			—			—			125,986
Depreciation and amortization	97,737			66,173			—			163,910			45,448			—			—			209,358
Corporate expense	40,487			2,101			—			42,588			—			—			—			42,588
Preopening expenses	6,202			91			—			6,293			469			—			(1,933		)	4,829
Impairments of assets	1,250			—			—			1,250			5,032			—			—			6,282
Asset transactions costs	1,768			292			—			2,060			205			—			—			2,265
Other, net	1,836			199			—			2,035			3,146			—			—			5,181
Total costs and expenses	1,160,719			340,127			(15,162		)	1,485,684			490,029			—			(1,933		)	1,973,780

Operating income from Borgata	24,271			—			—			24,271			—			—			(24,271		)	—

Operating income (loss)	152,626			60,290			—			212,916			48,543			1,933			(24,271		)	239,121

Other expense (income)
Interest income	(145		)	(1,634		)	—			(1,779		)	—			—			—			(1,779		)
Interest expense, net of amounts capitalized	139,570			63,107			—			202,677			61,899			2,377			—			266,953
Loss on early extinguishments of debt	25,001			1,976			—			26,977			2,536			—			—			29,513
Other income (expense)	(729		)	394			—			(335		)	—			—			—			(335		)
Other non-operating expenses from Borgata, net	31,867			—			—			31,867			—			—			(31,867		)	—
Total other expense, net	195,564			63,843			—			259,407			64,435			2,377			(31,867		)	294,352

Income (loss) from continuing operations before income taxes	(42,938		)	(3,553		)	—			(46,491		)	(15,892		)	(444		)	7,596			(55,231		)
Income taxes	13,036			(10,259		)	—			2,777			701			—			—			3,478
Income (loss) from continuing operations, net of tax	(29,902		)	(13,812		)	—			(43,714		)	(15,191		)	(444		)	7,596			(51,753		)
Income (loss) from discontinued operations, net of tax	10,790			—			—			10,790			—			—			—			10,790
Net income (loss)	(19,112		)	(13,812		)	—			(32,924		)	(15,191		)	(444		)	7,596			(40,963		)
Net (income) loss attributable to noncontrolling interest	—			—			—			—			—			444			7,595			8,039
Net income (loss) attributable to Boyd Gaming Corporation	$	(19,112	)	$	(13,812	)	$	—		$	(32,924	)	$	(15,191	)	$	—		$	15,191		$	(32,924	)



BOYD GAMING CORPORATION
SUPPLEMENTAL INFORMATION
Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2013
(Unaudited)

	Boyd Gaming Wholly Owned
(In thousands, except per share data)	Excluding Peninsula Segment	Peninsula Segment	Eliminations	Total			Borgata (1)	LVE (Variable Entity) (2)	Eliminations	Boyd Gaming Consolidated
Basic net income (loss) per common share
Continuing operations				$	(0.47	)				$	(0.47	)
Discontinued operations				0.12						0.12
Basic net loss per common share				$	(0.35	)				$	(0.35	)
Weighted average basic shares outstanding				93,122						93,122

Diluted net income (loss) per common share
Continuing operations				$	(0.47	)				$	(0.47	)
Discontinued operations				0.12						0.12
Diluted net loss per common share				$	(0.35	)				$	(0.35	)
Weighted average diluted shares outstanding				93,122						93,122

__________________________________________________

(2) Boyd Gaming's contractual agreements with LVE were terminated on March 4, 2013, in connection with the sale of the Echelon development site. As a result, Boyd Gaming ceased consolidation of LVE as of that date. The financial results presented for LVE include only that portion of the period that the variable interest entity was consolidated by Boyd Gaming.



BOYD GAMING CORPORATION
SUPPLEMENTAL INFORMATION
Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2012
(Unaudited)

(In thousands, except per share data)	Boyd Gaming Wholly Owned			Borgata (1)			LVE (Variable Interest Entity)			Eliminations			Boyd Gaming Consolidated
Revenues
Gaming	$	1,094,475		$	470,285		$	—		$	—		$	1,564,760
Food and beverage	205,526			112,350			—			—			317,876
Room	114,541			91,048			—			—			205,589
Other	78,869			31,547			8,172			(8,172		)	110,416
Gross revenues	1,493,411			705,230			8,172			(8,172		)	2,198,641
Less promotional allowances	173,939			166,573			—			—			340,512
Net revenues	1,319,472			538,657			8,172			(8,172		)	1,858,129

Costs and expenses
Gaming	544,017			195,225			—			—			739,242
Food and beverage	112,596			56,533			—			—			169,129
Room	32,727			10,944			—			—			43,671
Other	57,298			25,345			—			—			82,643
Selling, general and administrative	227,699			102,999			13			—			330,711
Maintenance and utilities	71,280			44,644			—			—			115,924
Depreciation and amortization	103,607			47,452			—			—			151,059
Corporate expense	36,197			—			—			—			36,197
Preopening expenses	13,420			240			—			(8,172		)	5,488
Asset transactions costs	6,917			—			—			—			6,917
Other, net	(5,504		)	(3,812		)	—			—			(9,316		)
Total costs and expenses	1,200,254			479,570			13			(8,172		)	1,671,665

Operating income from Borgata	29,543			—			—			(29,543		)	—

Operating income (loss)	148,761			59,087			8,159			(29,543		)	186,464

Other expense (income)
Interest income	(684		)	—			—			—			(684		)
Interest expense, net of amounts capitalized	131,823			61,885			9,023			—			202,731
Other non-operating expenses from Borgata, net	31,010			—			—			(31,010		)	—
Total other expense, net	162,149			61,885			9,023			(31,010		)	202,047

Income (loss) from continuing operations before income taxes	(13,388		)	(2,798		)	(864		)	1,467			(15,583		)
Income taxes	6,563			(136		)	—			—			6,427
Income (loss) from continuing operations, net of tax	(6,825		)	(2,934		)	(864		)	1,467			(9,156		)
Loss from discontinued operations, net of tax	(2,142		)	—			—			—			(2,142		)
Net income (loss)	(8,967		)	(2,934		)	(864		)	1,467			(11,298		)
Net income (loss) attributable to noncontrolling interest	—			—			864			1,467			2,331
Net income (loss) attributable to Boyd Gaming Corporation	$	(8,967	)	$	(2,934	)	$	—		$	2,934		$	(8,967	)



BOYD GAMING CORPORATION
SUPPLEMENTAL INFORMATION
Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2012
(Unaudited)

(In thousands, except per share data)	Boyd Gaming Wholly Owned			Borgata (1)	LVE (Variable Interest Entity)	Eliminations	Boyd Gaming Consolidated
Basic net loss per common share
Continuing operations	$	(0.08	)				$	(0.08	)
Discontinued operations	(0.02		)				(0.02		)
Basic net loss per common share	$	(0.10	)				$	(0.10	)
Weighted average basic shares outstanding	87,587						87,587

Diluted net loss per common share
Continuing operations	$	(0.08	)				$	(0.08	)
Discontinued operations	(0.02		)				(0.02		)
Diluted net loss per common share	$	(0.10	)				$	(0.10	)
Weighted average diluted shares outstanding	87,587						87,587

__________________________________________________________

(1) Borgata's financial results include the impact of certain valuation adjustments made upon consolidation. These valuation adjustments are not pushed down

to Borgata and are therefore not reflected in Borgata's standalone financial statements.

BOYD GAMING CORPORATION

SUPPLEMENTAL INFORMATION

Condensed Consolidated Statements of Operations of Peninsula Segment (1)

Successor and Predecessor Periods Comprising the Three and Nine Month Periods Ended September 30, 2013 and 2012

(Unaudited)



	Successor			Predecessor (2)			Successor			Predecessor (2)
	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
(In thousands)	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Revenues
Gaming	$	121,383		$	122,189		$	373,910		$	375,079
Food and beverage	9,759			8,299			29,524			25,295
Other	5,148			4,592			13,415			12,356
Gross revenues	136,290			135,080			416,849			412,730
Less promotional allowances	5,568			4,926			16,432			14,961
Net revenues	130,722			130,154			400,417			397,769

Costs and expenses
Gaming	57,480			55,435			174,038			169,343
Food and beverage	6,627			5,272			20,141			15,871
Other	4,109			3,379			9,644			8,643
Selling, general and administrative	13,627			12,341			42,361			36,952
Maintenance and utilities	3,605			3,010			9,925			8,274
Depreciation and amortization	22,210			10,465			66,173			31,239
Corporate expense	234			3,541			2,101			8,887
Affiliate management fee	4,884			2,286			15,162			7,049
Preopening expenses	—			153			91			156
Asset transactions costs	133			(9		)	292			(46		)
Other operating items	62			301			199			2,474
Total costs and expenses	112,971			96,174			340,127			288,842
Operating income (loss)	17,751			33,980			60,290			108,927

Other expense (income)
Interest income	(553		)	(557		)	(1,634		)	(1,685		)
Interest expense, net of amounts capitalized	19,908			17,306			63,107			53,704
Debt modification fees	—			—			1,976			—
Loss from equity affiliates	49			18			394			62
Total other expense, net	19,404			16,767			63,843			52,081

Income (loss) before income taxes	(1,653		)	17,213			(3,553		)	56,846
Income taxes (3)	(3,368		)	—			(10,259		)	—
Net income (loss)	$	(5,021	)	$	17,213		$	(13,812	)	$	56,846

Adjusted EBITDA, after corporate expense	$	45,040		$	47,176		$	142,207		$	149,799

___________________________________

(1)

Peninsula Gaming, LLC ("PGL") was acquired by Boyd Gaming on November 20, 2012. In accordance with Generally Accepted Accounting Principles ("GAAP"), PGL's post acquisition financial results have been prepared on Boyd Gaming's ("Successor") basis of accounting and reflect adjustments resulting from the application of the acquisition method. Financial information for the prior year period has been prepared on PGL's ("Predecessor") basis of accounting. Consequently, the financial statements for the Successor and Predecessor periods are presented on different bases.


(2)	Certain amounts for the prior year have been reclassified to conform with the Successor presentation. These reclassifications had no impact on income from operations or net income as previously reported by the Predecessor.


(3)	The Predecessor was structured as a limited liability company and the members were taxed on their proportionate share of its taxable income. Accordingly, no provision for income taxes was included in the financial statements of the Predecessor.

Footnotes and Safe Harbor Statements

Non-GAAP Financial Measures

Regulation G, "Conditions for Use of Non-GAAP Financial Measures," prescribes the conditions for use of non-GAAP financial information in public disclosures. We believe that our presentations of the following non-GAAP financial measures are important supplemental measures of operating performance to investors: earnings before interest, taxes, depreciation and amortization (EBITDA), Adjusted EBITDA, Adjusted Earnings and Adjusted Earnings Per Share (Adjusted EPS). The following discussion defines these terms and why we believe they are useful measures of our performance.

EBITDA and Adjusted EBITDA

EBITDA 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 (“GAAP”), provides our investors a more complete understanding of our operating results before the impact of investing and financing transactions and income taxes and facilitates comparisons between us and our competitors. Management has historically adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide the most accurate measure of our core operating results and as a means to evaluate period-to-period results. We refer to this measure as Adjusted EBITDA. We have chosen to provide this information to investors to enable them to perform more meaningful comparisons of past, present and future operating results and as a means to evaluate the results of core on-going operations. We have historically reported this measure to our investors and believe that the continued inclusion of Adjusted EBITDA provides consistency in our financial reporting. We use Adjusted EBITDA in this press release because we believe it is useful to investors in allowing greater transparency related to a significant measure used by our management in their financial and operational decision-making. Adjusted EBITDA is among the more significant factors in management's internal evaluation of total company and individual property performance and in the evaluation of incentive compensation related to property management. Management also uses Adjusted EBITDA as a measure in the evaluation of potential acquisitions and dispositions. Adjusted EBITDA is also used by management in the annual budget process. Externally, we believe these measures continue to be used by investors in their assessment of our operating performance and the valuation of our company. Adjusted EBITDA reflects EBITDA adjusted for deferred rent, preopening expenses, share-based compensation expense, impairments of assets, asset transactions costs, loss on early extinguishments of debt and other operating charges, net, and our share of Borgata's non-operating expenses, preopening expenses and other items and write-downs, net. In addition, Adjusted EBITDA includes corporate expense. A reconciliation of Adjusted EBITDA to net income (loss), based upon GAAP, is included in the financial schedules accompanying this release.

Adjusted Earnings and Adjusted EPS

Adjusted Earnings is net income (loss) before preopening expenses, asset transactions costs, net gains on insurance settlements, impairments of assets, certain adjustments to property tax accruals, write-downs and other charges, net, accelerated amortization of deferred loan fees, changes in the fair value of derivative instruments, gain or loss on early retirements of debt, other non-recurring adjustments, net, valuation adjustments related to the consolidation of Borgata, and our share of Borgata's preopening expenses and other items and write-downs, net. Adjusted Earnings and Adjusted EPS are presented solely as supplemental disclosures because management believes that they are widely used measures of performance in the gaming industry. A reconciliation of net income (loss) based upon GAAP to Adjusted Earnings and Adjusted EPS are included in the financial schedules accompanying this release.

Limitations on the Use of Non-GAAP Measures

The use of EBITDA, Adjusted EBITDA, Adjusted Earnings, Adjusted EPS and certain other non-GAAP financial measures has certain limitations. Our presentation of EBITDA, Adjusted EBITDA, Adjusted Earnings, Adjusted EPS or certain other non-GAAP financial measures may be different from the presentation used by other companies and therefore comparability may be limited. Depreciation and amortization expense, interest expense, income taxes and other items have been and will be incurred and are not reflected in the presentation of EBITDA or Adjusted EBITDA. Each of these items should also be considered in the overall evaluation of our results. Additionally, EBITDA and Adjusted EBITDA do not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. We compensate for these limitations by providing the relevant disclosure of our depreciation and amortization, interest and income taxes, capital expenditures and other items both in our reconciliations to the GAAP financial measures and in our consolidated financial statements, all of which should be considered when evaluating our performance.

EBITDA, Adjusted EBITDA, Adjusted Earnings, Adjusted EPS and certain other non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. EBITDA, Adjusted EBITDA, Adjusted Earnings, Adjusted EPS and certain other non-GAAP financial measures should not be considered as an alternative to net income, operating income, or any other operating performance measure prescribed by GAAP, nor should these measures be relied upon to the exclusion of GAAP financial measures. EBITDA, Adjusted EBITDA, Adjusted Earnings, Adjusted EPS and certain other non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. Management strongly encourages investors to review our financial information in its entirety and not to rely on a single financial measure.

Forward Looking Statements and Company Information

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as “may,” “will,” “might,” “expect,” “believe,” “anticipate,” “could,” “would,” “estimate,” “continue,” “pursue,” or the negative thereof or comparable terminology, and may include (without limitation) information regarding the Company’s expectations, goals or intentions regarding future performance. In addition, forward-looking statements in this press release include statements regarding: improvement in October year-over-year results in most of our operations, that Borgata’s amenities are providing a significant competitive advantage, and that Borgata is on track to be among the first operators to offer real-money online gaming in New Jersey. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. These risks and uncertainties include, but are not limited to: fluctuations in the Company’s operating results; recovery of its properties in various markets; the state of the economy and its effect on consumer spending and the Company’s results of operations; the timing for economic recovery, its effect on the Company’s business and the local economies where the Company’s properties are located; whether online gaming will become legalized in various states, the Company’s ability to operate online gaming profitably, or otherwise; consumer reaction to fluctuations in the stock market and economic factors; the fact that the Company’s expansion, development and renovation projects (including enhancements to improve property performance) are subject to many risks inherent in expansion, development or construction of a new or existing project; the effects of events adversely impacting the economy or the regions from which the Company draws a significant percentage of its customers; competition; litigation; financial community and rating agency perceptions of the Company and its subsidiaries; changes in laws and regulations, including increased taxes; the availability and price of energy, weather, regulation, economic, credit and capital market conditions; and the effects of war, terrorist or similar activity. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and in the Company’s other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.

About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is a leading diversified owner and operator of 22 gaming entertainment properties located in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi and New Jersey. Boyd Gaming press releases are available at www.prnewswire.com. Additional news and information on Boyd Gaming can be found at www.boydgaming.com.

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