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EX-32.1 - EXHIBIT 32.1 - BOYD GAMING CORPq12017exhibit321-ceo.htm
EX-32.2 - EXHIBIT 32.2 - BOYD GAMING CORPq12017exhibit322-cfo.htm
EX-31.2 - EXHIBIT 31.2 - BOYD GAMING CORPq12017exhibit312-cfo.htm
EX-31.1 - EXHIBIT 31.1 - BOYD GAMING CORPq12017exhibit311-ceo.htm
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 10-Q
 ____________________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to              
Commission file number: 1-12882
___________________________________________________

image0a03a01a02a13.jpg
BOYD GAMING CORPORATION
(Exact name of registrant as specified in its charter)
 ____________________________________________________
Nevada
 
88-0242733
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, NV 89169
(Address of principal executive offices) (Zip Code)
(702) 792-7200
(Registrant's telephone number, including area code)
 ____________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
x
 
Accelerated filer
 
o
 
 
 
 
 
 
 
Non-accelerated filer
 
o (Do not check if a smaller reporting company)
 
Smaller reporting company
 
o
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
 
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
Class
 
Outstanding as of May 5, 2017
 
 
Common stock, $0.01 par value
 
113,234,078
 





BOYD GAMING CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2017
TABLE OF CONTENTS
 
 
 
Page
No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






PART I. Financial Information

Item 1.        Financial Statements (Unaudited)

BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
 
March 31,
 
December 31,
(In thousands, except share data)
2017
 
2016
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
167,007

 
$
193,862

Restricted cash
22,047

 
16,488

Accounts receivable, net
28,050

 
30,371

Inventories
17,965

 
18,568

Prepaid expenses and other current assets
47,847

 
46,214

Income taxes receivable
927

 
2,444

Total current assets
283,843

 
307,947

Property and equipment, net
2,633,952

 
2,605,169

Other assets, net
83,468

 
49,205

Intangible assets, net
854,342

 
881,954

Goodwill, net
826,291

 
826,476

Total assets
$
4,681,896

 
$
4,670,751

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities
 
 
 
Current maturities of long-term debt
$
23,983

 
$
30,336

Accounts payable
69,320

 
84,086

Accrued liabilities
266,986

 
251,082

Total current liabilities
360,289

 
365,504

Long-term debt, net of current maturities and debt issuance costs
3,187,544

 
3,199,119

Deferred income taxes
83,362

 
83,980

Other long-term tax liabilities
3,338

 
3,307

Other liabilities
61,656

 
84,715

Commitments and contingencies (Notes 3, 8 and 9)

 

Stockholders' equity
 
 
 
Preferred stock, $0.01 par value, 5,000,000 shares authorized

 

Common stock, $0.01 par value, 200,000,000 shares authorized; 113,229,078 and 112,896,377 shares outstanding
1,132

 
1,129

Additional paid-in capital
953,231

 
953,440

Retained earnings (accumulated deficit)
31,388

 
(19,878
)
Accumulated other comprehensive loss
(44
)
 
(615
)
Total Boyd Gaming Corporation stockholders' equity
985,707

 
934,076

Noncontrolling interest

 
50

Total stockholders' equity
985,707

 
934,126

Total liabilities and stockholders' equity
$
4,681,896

 
$
4,670,751


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


3




BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 
Three Months Ended
 
March 31,
(In thousands, except per share data)
2017
 
2016
Revenues
 
 
 
Gaming
$
499,999

 
$
462,551

Food and beverage
87,443

 
76,800

Room
47,326

 
41,875

Other
34,038

 
31,466

Gross revenues
668,806

 
612,692

Less promotional allowances
63,464

 
60,314

Net revenues
605,342

 
552,378

Operating costs and expenses
 
 
 
Gaming
231,631

 
223,525

Food and beverage
49,518

 
41,803

Room
13,114

 
10,499

Other
19,979

 
19,332

Selling, general and administrative
91,613

 
81,851

Maintenance and utilities
26,399

 
23,848

Depreciation and amortization
53,964

 
47,653

Corporate expense
20,798

 
17,907

Project development, preopening and writedowns
2,972

 
1,841

Impairments of assets

 
1,440

Other operating items, net
486

 
429

Total operating costs and expenses
510,474

 
470,128

Operating income
94,868

 
82,250

Other expense (income)
 
 
 
Interest income
(460
)
 
(497
)
Interest expense, net of amounts capitalized
43,674

 
53,065

Loss on early extinguishments and modifications of debt
156

 
427

Other, net
111

 
77

Total other expense, net
43,481

 
53,072

Income from continuing operations before income taxes
51,387

 
29,178

Income tax provision
(16,273
)
 
(7,618
)
Income from continuing operations, net of tax
35,114

 
21,560

Income from discontinued operations, net of tax
375

 
11,630

Net income
$
35,489

 
$
33,190

 
 
 
 
Basic net income per common share
 
 
 
Continuing operations
$
0.31

 
$
0.19

Discontinued operations

 
0.10

Basic net income per common share
$
0.31

 
$
0.29

Weighted average basic shares outstanding
115,269

 
114,109

 
 
 
 
Diluted net income per common share
 
 
 
Continuing operations
$
0.31

 
$
0.19

Discontinued operations

 
0.10

Diluted net income per common share
$
0.31

 
$
0.29

Weighted average diluted shares outstanding
115,902

 
114,868


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4




BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

 
Three Months Ended
 
March 31,
(In thousands)
2017
 
2016
Net income
$
35,489

 
$
33,190

Other comprehensive income, net of tax:
 
 
 
Fair value adjustments to available-for-sale securities, net of tax
571

 
522

Comprehensive income attributable to Boyd Gaming Corporation
$
36,060

 
$
33,712


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5




BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)

 
Boyd Gaming Corporation Stockholders' Equity
 
 
 
 
 
Common Stock
 
Additional
Paid-in
Capital
 
Retained Earnings (Accumulated
Deficit)
 
Accumulated
Other
Comprehensive
Income (Loss), Net
 
Noncontrolling
Interest
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except share data)
Shares
 
Amount
 
 
 
 
 
Balances, January 1, 2017
112,896,377

 
$
1,129

 
$
953,440

 
$
(19,878
)
 
$
(615
)
 
$
50

 
$
934,126

Cumulative effect of change in accounting principle, adoption of Update 2016-09

 

 

 
15,777

 

 

 
15,777

Net income

 

 

 
35,489

 

 

 
35,489

Comprehensive income attributable to Boyd

 

 

 

 
571

 

 
571

Stock options exercised
16,050

 

 
127

 

 

 

 
127

Release of restricted stock units, net of tax
142,998

 
1

 
(2,163
)
 

 

 

 
(2,162
)
Release of performance stock units, net of tax
173,653

 
2

 
(1,793
)
 

 

 

 
(1,791
)
Share-based compensation costs

 

 
3,083

 

 

 

 
3,083

Other

 

 
537

 

 

 
(50
)
 
487

Balances, March 31, 2017
113,229,078

 
$
1,132

 
$
953,231

 
$
31,388

 
$
(44
)
 
$

 
$
985,707

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances, January 1, 2016
111,614,420

 
$
1,117

 
$
945,041

 
$
(437,881
)
 
$
(316
)
 
$
50

 
$
508,011

Net income

 

 

 
33,190

 

 

 
33,190

Comprehensive income attributable to Boyd

 

 

 

 
522

 

 
522

Stock options exercised
53,013

 

 
321

 

 

 

 
321

Release of restricted stock units, net of tax
163,843

 
2

 
(842
)
 

 

 

 
(840
)
Release of performance stock units, net of tax
159,027

 
1

 
(869
)
 

 

 

 
(868
)
Share-based compensation costs

 

 
3,263

 

 

 

 
3,263

Balances, March 31, 2016
111,990,303

 
$
1,120

 
$
946,914

 
$
(404,691
)
 
$
206

 
$
50

 
$
543,599


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


6

BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


 
Three Months Ended
 
March 31,
(In thousands)
2017
 
2016
Cash Flows from Operating Activities
 
 
 
Net income
$
35,489

 
$
33,190

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Income from discontinued operations, net of tax
(375
)
 
(11,630
)
Depreciation and amortization
53,964

 
47,653

Amortization of debt financing costs and discounts on debt
2,213

 
4,594

Share-based compensation expense
3,083

 
3,263

Deferred income taxes
15,159

 
6,519

Non-cash impairment of assets

 
1,440

Loss on early extinguishments and modifications of debt
156

 
427

Other operating activities
766

 
486

Changes in operating assets and liabilities:
 
 
 
Restricted cash
(5,560
)
 
(3,345
)
Accounts receivable, net
2,185

 
1,330

Inventories
606

 
326

Prepaid expenses and other current assets
(1,633
)
 
2,890

Income taxes receivable
1,517

 
824

Other assets, net
(217
)
 
(654
)
Accounts payable and accrued liabilities
4,921

 
(9,991
)
Other long-term tax liabilities
31

 
64

Other liabilities
(260
)
 
2,990

Net cash provided by operating activities
112,045

 
80,376

Cash Flows from Investing Activities
 
 
 
Capital expenditures
(80,038
)
 
(35,297
)
Advances pursuant to development agreement
(35,108
)
 

Other investing activities
44

 
5

Net cash used in investing activities
(115,102
)
 
(35,292
)
Cash Flows from Financing Activities
 
 
 
Borrowings under Boyd Gaming bank credit facility
256,700

 
223,900

Payments under Boyd Gaming bank credit facility
(275,063
)
 
(530,350
)
Borrowings under Peninsula bank credit facility

 
95,200

Payments under Peninsula bank credit facility

 
(114,725
)
Proceeds from issuance of senior notes

 
750,000

Debt financing costs, net
(1,889
)
 
(12,996
)
Share-based compensation activities, net
(3,826
)
 
(1,387
)
Other financing activities
(95
)
 

Net cash provided by (used in) financing activities
(24,173
)
 
409,642

Cash Flows from Discontinued Operations
 
 
 
Cash flows from operating activities
(255
)
 
2,654

Cash flows from investing activities
630

 

Cash flows from financing activities

 

Net cash provided by discontinued operations
375

 
2,654

Change in cash and cash equivalents
(26,855
)
 
457,380

Cash and cash equivalents, beginning of period
193,862

 
158,821

Cash and cash equivalents, end of period
$
167,007

 
$
616,201

Supplemental Disclosure of Cash Flow Information
 
 
 
Cash paid for interest, net of amounts capitalized
$
29,851

 
$
50,600

Cash paid (received) for income taxes, net of refunds
(2
)
 
204

Supplemental Schedule of Noncash Investing and Financing Activities
 
 
 
Payables incurred for capital expenditures
$
5,634

 
$
6,610


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7




BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________
NOTE 1.    ORGANIZATION AND BASIS OF PRESENTATION
Organization
Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd Gaming," "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD."

We are a diversified operator of 24 wholly owned gaming entertainment properties. Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi.

Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the U.S. Securities and Exchange Commission ("SEC") on February 23, 2017.

The results for the periods indicated are unaudited, but reflect all adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods.

The accompanying condensed consolidated financial statements include the accounts of Boyd Gaming and its wholly owned subsidiaries. Investments in unconsolidated affiliates, which do not meet the consolidation criteria of the authoritative accounting guidance for voting interest, controlling interest or variable interest entities, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. On May 31, 2016, we announced that we had entered into an Equity Purchase Agreement (the "Purchase Agreement") to sell our 50% equity interest in Marina District Development Holding Company, LLC ("MDDHC"), the parent company of Borgata Hotel Casino & Spa ("Borgata"), to MGM Resorts International ("MGM"), and the transaction closed on August 1, 2016. (See Note 3, Acquisitions and Divestitures.) We account for our investment in Borgata applying the equity method and report its results as discontinued operations for all periods presented in these condensed consolidated financial statements.

Revisions
The financial information for the three months ended March 31, 2016 is derived from our condensed consolidated financial statements and footnotes included in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and has been revised to reflect the results of operations and cash flows of our equity investment in Borgata as discontinued operations. (See Note 3, Acquisitions and Divestitures.)

NOTE 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market funds with maturities of three months or less at their date of purchase. The instruments are not restricted as to withdrawal or use and are on deposit with high credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available on demand.

Promotional Allowances
The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as a promotional allowance. Promotional allowances also include incentives earned in our slot bonus program such as cash and the estimated retail value of goods and services (such as complimentary rooms and food and beverages). We reward customers, through the use of bonus programs, with points based on amounts wagered that can be redeemed for a specified period of time for complimentary slot play, food and beverage, and to a lesser extent for other goods or services, depending upon the property.

8

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________


The amounts included in promotional allowances are as follows:
 
Three Months Ended
 
March 31,
(In thousands)
2017
 
2016
Rooms
$
18,477

 
$
18,945

Food and beverage
42,067

 
37,452

Other
2,920

 
3,917

Total promotional allowances
$
63,464

 
$
60,314


The estimated costs of providing such promotional allowances are as follows:
 
Three Months Ended
 
March 31,
(In thousands)
2017
 
2016
Rooms
$
8,359

 
$
8,569

Food and beverage
37,622

 
33,271

Other
3,808

 
2,981

Total estimated cost of promotional allowances
$
49,789

 
$
44,821


Gaming Taxes
We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded as a gaming expense in the condensed consolidated statements of operations. These taxes totaled approximately $83.2 million and $82.6 million for the three months ended March 31, 2017 and 2016, respectively.

Income Taxes
Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance, if based on all evidence, it is more likely than not that such assets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.

For the three months ended March 31, 2017, we computed our provision by applying the annual effective tax rate method. For the three months ended March 31, 2016, we computed our provision for income taxes by applying the actual effective tax rate, under the discrete method, to year-to-date income. The discrete method was used to calculate our income tax provision as the annual effective tax rate was not considered a reliable estimate of year-to-date income tax expense.

Other Long Term Tax Liabilities
The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement is only addressed if the position is

9

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

deemed to be more likely than not to be sustained. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.

Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the "more likely than not" standard. If it is subsequently determined that a previously recognized tax position no longer meets the "more likely than not" standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. Accrued interest and penalties are included in other long-term tax liabilities on the balance sheet.

Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Change in Accounting Principle
In first quarter 2017, the Company adopted Accounting Standards Update 2016-09, Compensation - Stock Compensation ("Update 2016-09") which simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. Update 2016-09 requires excess tax benefits and deficiencies to be recorded in income tax expense instead of equity. The cumulative effect of this change in accounting principle is to record the benefit of previously unrecognized excess tax deductions as an increase in retained earnings of $15.8 million on the condensed consolidated statement of changes in stockholders' equity for the three months ended March 31, 2017.

Recently Issued Accounting Pronouncements
Accounting Standards Update 2017-04, Intangibles-Goodwill and Other ("Update 2017-04")
In January 2017, the Financial Accounting Standards Board ("FASB") issued Update 2017-04, which addresses goodwill impairment testing. Instead of determining goodwill impairment by calculating the implied fair value of goodwill, an entity should perform goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods, beginning after December 15, 2019, and early adoption is permitted. The Company adopted Update 2017-04 effective January 1, 2017. The early adoption did not have an impact on our condensed consolidated financial statements.

A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our consolidated financial statements.

NOTE 3.    ACQUISITIONS AND DIVESTITURES
Aliante Casino + Hotel + Spa
On September 27, 2016, Boyd Gaming completed the acquisition of ALST Casino Holdco LLC, the holding company of Aliante Casino + Hotel + Spa ("Aliante"). Pursuant to the merger agreement, Merger Sub merged (the "Merger") with and into ALST, with ALST surviving the Merger. ALST and Aliante are now wholly-owned subsidiaries of Boyd Gaming. Accordingly, the acquired assets and liabilities of Aliante are included in our consolidated balance sheets as of March 31, 2017 and December 31, 2016 and the results of its operations and cash flows are reported in our consolidated statements of operations and cash flows for the three months ended March 31, 2017. Aliante is an upscale, resort-style casino and hotel situated in North Las Vegas and offering premium accommodations, gaming, dining, entertainment and retail, and is aggregated into our Las Vegas Locals segment (See Note 11, Segment Information.)

Cannery Casino Hotel and Nevada Palace, LLC
On December 20, 2016, Boyd Gaming completed the acquisitions of Cannery, the owner and operator of Cannery Casino Hotel, and Eastside Cannery, the owner and operator of Eastside Cannery Casino and Hotel, pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) dated as of April 25, 2016, as amended on October 28, 2016, by and among Boyd, Cannery Casino Resorts, LLC (“Seller”), Cannery and Eastside Cannery.

10

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________


Pursuant to the terms of the Purchase Agreement, Boyd acquired from Seller all of the issued and outstanding membership interests of Cannery and Eastside Cannery (the “Acquisitions”). With the closing of the Acquisitions, each of Cannery and Eastside Cannery became wholly-owned subsidiaries of Boyd. Accordingly, the acquired assets and liabilities of Cannery and Eastside Cannery are included in our consolidated balance sheets as of March 31, 2017 and December 31, 2016 and the results of its operations and cash flows are reported in our consolidated statements of operations and cash flows for the three months ended March 31, 2017. The Cannery and Eastside Cannery are modern casinos and hotels in the Las Vegas Valley that offer premium accommodations, gaming, dining, entertainment and retail, and are aggregated into our Las Vegas Locals segment (See Note 11, Segment Information.)

Status of Purchase Price Allocation
The Company is following the acquisition method of accounting per ASC 805 guidance. For purposes of these financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates of fair value as determined by management based on its judgment with assistance from preliminary third party appraisals. The excess of the purchase price over the net book value of the assets acquired and liabilities assumed has been recorded as goodwill. The Company will recognize the assets acquired and liabilities assumed in the Acquisitions based on fair value estimates as of the date of the Acquisitions. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessary to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations are expected to be completed no later than third quarter of 2017. The final fair value determinations may be significantly different than those reflected in the consolidated financial statements at March 31, 2017 and December 31, 2016.

Investment in and Divestiture of Borgata
On August 1, 2016, Boyd Gaming completed the sale of its 50% equity interest in MDDHC, the parent company of Borgata in Atlantic City, New Jersey, to MGM pursuant to the Purchase Agreement entered into on May 31, 2016, as amended on July 19, 2016, by and among Boyd, Boyd Atlantic City, Inc., a wholly-owned subsidiary of Boyd and MGM.

Prior to the sale of our equity interest, the Company and MGM each held a 50% interest in MDDHC, which owns all the equity interests in Borgata. Until the closing of the sale, we were the managing member of MDDHC, and we were responsible for the day-to-day operations of Borgata.

Pursuant to the Purchase Agreement, MGM acquired from Boyd Gaming 49% of its 50% membership interest in MDDHC and, immediately thereafter, MDDHC redeemed Boyd Gaming’s remaining 1% membership interest in MDDHC (collectively, the "Transaction"). Following the Transaction, MDDHC became a wholly-owned subsidiary of MGM.

In consideration for the Transaction, MGM paid Boyd Gaming $900 million. The initial net cash proceeds were approximately $589 million, net of certain expenses and adjustments on the closing date, including outstanding indebtedness, cash and working capital. These initial proceeds did not include our 50% share of any future property tax settlement benefits, from the time period during which we held a 50% ownership in MDDHC, to which Boyd Gaming retains the right to receive upon payment. During first quarter 2017, we recognized $0.6 million in income for the cash we received for our share of property tax benefits realized by Borgata subsequent to the closing of the sale. On February 15, 2017, Borgata entered into a settlement agreement with Atlantic City to resolve the property tax issues. Per the settlement agreement, Borgata is to receive $72 million, comprised of a $52 million payment on or before July 31, 2017 and a $20 million payment to be received on or before October 1, 2017. We will recognize our share of these payments as income from discontinued operations when received.


11

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

Summarized income statement information for Borgata is as follows:
 
Three Months Ended
 
March 31,
(In thousands)
2016
Net revenues
$
190,293

Operating expenses
152,620

Operating income
37,673

Non-operating expenses
14,412

Net income
$
23,261


NOTE 4.    PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
 
March 31,
 
December 31,
(In thousands)
2017
 
2016
Land
$
284,592

 
$
251,316

Buildings and improvements
2,774,162

 
2,915,664

Furniture and equipment
1,440,104

 
1,243,724

Riverboats and barges
239,285

 
239,264

Construction in progress
75,668

 
86,226

Other
725

 
726

Total property and equipment
4,814,536

 
4,736,920

Less accumulated depreciation
2,180,584

 
2,131,751

Property and equipment, net
$
2,633,952

 
$
2,605,169


Other property and equipment presented in the table above relates to the estimated net realizable value of construction materials inventory that was not disposed of with the 2013 sale of the Echelon development project. Such assets are not in service and are not currently being depreciated. Depreciation expense is as follows:
 
Three Months Ended
 
March 31,
(In thousands)
2017
 
2016
Depreciation expense
$
49,394

 
$
43,556



12

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

NOTE 5.    INTANGIBLE ASSETS
Intangible assets consist of the following:
 
March 31, 2017
 
Weighted
 
Gross
 
 
 
Cumulative
 
 
 
Average Life
 
Carrying
 
Cumulative
 
Impairment
 
Intangible
(In thousands)
Remaining
 
Value
 
Amortization
 
Losses
 
Assets, Net
Amortizing intangibles
 
 
 
 
 
 
 
 
 
Customer relationships
0.9 years
 
$
144,780

 
$
(129,426
)
 
$

 
$
15,354

Favorable lease rates
38.8 years
 
11,730

 
(2,903
)
 

 
8,827

Development agreement
 
21,373

 

 

 
21,373

 
 
 
177,883

 
(132,329
)
 

 
45,554

 
 
 
 
 
 
 
 
 
 
Indefinite lived intangible assets
 
 
 
 
 
 
 
 
 
Trademarks
Indefinite
 
153,687

 

 
(4,300
)
 
149,387

Gaming license rights
Indefinite
 
873,335

 
(33,960
)
 
(179,974
)
 
659,401

 
 
 
1,027,022

 
(33,960
)
 
(184,274
)
 
808,788

Balance, March 31, 2017
 
 
$
1,204,905

 
$
(166,289
)
 
$
(184,274
)
 
$
854,342


 
December 31, 2016
 
Weighted
 
Gross
 
 
 
Cumulative
 
 
 
Average Life
 
Carrying
 
Cumulative
 
Impairment
 
Intangible
(In thousands)
Remaining
 
Value
 
Amortization
 
Losses
 
Assets, Net
Amortizing intangibles
 
 
 
 
 
 
 
 
 
Customer relationships
1.1 years
 
$
144,780

 
$
(125,318
)
 
$

 
$
19,462

Favorable lease rates
31.4 years
 
45,370

 
(13,039
)
 

 
32,331

Development agreement
 
21,373

 

 

 
21,373

 
 
 
211,523

 
(138,357
)
 

 
73,166

 
 
 
 
 
 
 
 
 
 
Indefinite lived intangible assets
 
 
 
 
 
 
 
 
 
Trademarks
Indefinite
 
153,687

 

 
(4,300
)
 
149,387

Gaming license rights
Indefinite
 
873,335

 
(33,960
)
 
(179,974
)
 
659,401

 
 
 
1,027,022

 
(33,960
)
 
(184,274
)
 
808,788

Balance, December 31, 2016
 
 
$
1,238,545

 
$
(172,317
)
 
$
(184,274
)
 
$
881,954


In March 2017, The Orleans Hotel and Casino exercised an option in its lease agreement to purchase the land and terminate the existing lease, therefore combining the remaining unamortized favorable lease rate asset into the cost of the land asset.


13

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

NOTE 6.    ACCRUED LIABILITIES
Accrued liabilities consist of the following:
 
March 31,
 
December 31,
(In thousands)
2017
 
2016
Payroll and related expenses
$
64,589

 
$
68,102

Interest
44,198

 
33,407

Gaming liabilities
40,835

 
41,942

Player loyalty program liabilities
18,417

 
19,076

Other accrued liabilities
98,947

 
88,555

Total accrued liabilities
$
266,986

 
$
251,082


NOTE 7.    LONG-TERM DEBT
Long-term debt, net of current maturities consists of the following:
 
 
 
March 31, 2017
 
Interest
 
 
 
 
 
Unamortized
 
 
 
Rates at
 
Outstanding
 
Unamortized
 
Origination
 
Long-Term
(In thousands)
Mar. 31, 2017
 
Principal
 
Discount
 
Fees and Costs
 
Debt, Net
Bank credit facility
3.05
%
 
$
1,764,175

 
$
(1,791
)
 
$
(28,772
)
 
$
1,733,612

6.875% senior notes due 2023
6.88
%
 
750,000

 

 
(11,860
)
 
738,140

6.375% senior notes due 2026
6.38
%
 
750,000

 

 
(10,771
)
 
739,229

Other
5.80
%
 
546

 

 

 
546

Total long-term debt
 
 
3,264,721

 
(1,791
)
 
(51,403
)
 
3,211,527

Less current maturities
 
 
23,983

 

 

 
23,983

Long-term debt, net
 
 
$
3,240,738

 
$
(1,791
)
 
$
(51,403
)
 
$
3,187,544


 
 
 
December 31, 2016
 
Interest
 
 
 
 
 
Unamortized
 
 
 
Rates at
 
Outstanding
 
Unamortized
 
Origination
 
Long-Term
(In thousands)
Dec. 31, 2016
 
Principal
 
Discount
 
Fees and Costs
 
Debt, Net
Bank credit facility
3.44
%
 
$
1,782,538

 
$
(1,888
)
 
$
(28,503
)
 
$
1,752,147

6.875% senior notes due 2023
6.88
%
 
750,000

 

 
(11,209
)
 
738,791

6.375% senior notes due 2026
6.38
%
 
750,000

 

 
(12,074
)
 
737,926

Other
5.80
%
 
591

 

 

 
591

Total long-term debt
 
 
3,283,129

 
(1,888
)
 
(51,786
)
 
3,229,455

Less current maturities
 
 
30,336

 

 

 
30,336

Long-term debt, net
 
 
$
3,252,793

 
$
(1,888
)
 
$
(51,786
)
 
$
3,199,119


Boyd Gaming Debt
Credit Facility
On March 29, 2017, the Company, as borrower, entered into Amendment No. 2 and Refinancing Amendment (the "Refinancing Amendment") with the lenders party thereto, and Bank of America, N.A. ("Bank of America"), as administrative agent. The Refinancing Amendment modifies the Third Amended and Restated Credit Agreement (as amended prior to the execution of the Refinancing Amendment, the "Existing Credit Agreement"), dated as of August 14, 2013, among the Company, certain financial institutions, and Bank of America, as administrative agent. The Refinancing Amendment modified the Existing Credit Agreement and is referred to as the "Amended Credit Agreement" (together referred to as the "Credit Facility").

The Amended Credit Agreement provides for (i) commitments to make Term B Loans in an amount equal to $1,264.5 million (the "Refinancing Term B Loans"), with the proceeds used to refinance in full the Company’s Term B-1 Loans and Term B-2

14

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

Loans outstanding under the Existing Credit Agreement and (ii) certain other amendments to the Existing Credit Agreement.

Interest and Fees
The interest rate on the outstanding balance of the Refinancing Term B Loans under the Amended Credit Agreement is based upon, at the Company’s option, either: (i) the Eurodollar rate or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with the Company’s secured leverage ratio and ranges from 2.25% to 2.50% (if using the Eurodollar rate) and from 1.25% to 1.50% (if using the base rate).

Optional and Mandatory Prepayments
The Company shall make repayments of the Refinancing Term B Loans on or before the last business day of each fiscal quarter of the Company commencing with the first full fiscal quarter of the Company after the Refinancing Effective Date in an amount equal to (x) 0.25% of the aggregate principal amount of the Refinancing Term B Loans plus (y) 0.25% of the aggregate principal amount of any increased Refinancing Term B Loan, as defined in the Existing Credit Agreement. The Company shall repay the outstanding principal amount of all Refinancing Term B Loans on the maturity date for the Refinancing Term B Loans, which shall be September 15, 2023.

Amounts outstanding under the Refinancing Amendment may be prepaid without premium or penalty, and the commitments may be terminated without penalty, subject to certain exceptions, including a 1.00% prepayment premium for any full or partial prepayment of the Refinancing Term B Loans effected prior to the six-month anniversary of the Refinancing Effective Date that results in a lower interest rate.

The outstanding principal amounts under the Credit Facility are comprised of the following:
 
March 31,
 
December 31,
(In thousands)
2017
 
2016
Revolving Credit Facility
$
240,000

 
$
245,000

Term A Loan
219,375

 
222,188

Refinancing Term B Loans
1,264,500

 

Term B-1 Loan

 
271,750

Term B-2 Loan

 
997,500

Swing Loan
40,300

 
46,100

Total outstanding principal amounts under the Credit Facility
$
1,764,175

 
$
1,782,538


At March 31, 2017, approximately $1.8 billion was outstanding under the Credit Facility and $12.5 million was allocated to support various letters of credit, leaving remaining contractual availability of $482.2 million.

Covenant Compliance
As of March 31, 2017, we believe that we were in compliance with the financial and other covenants of our debt instruments.

On March 7, 2017, Aliante, Cannery and Eastside Cannery became guarantors of the 6.875% senior notes due May 2023 ("6.875% Notes"), the 6.375% senior notes due April 2026 ("6.375% Notes") (together with the 6.875% Notes, the "Senior Notes") and the Credit Agreement.

NOTE 8.    COMMITMENTS AND CONTINGENCIES
Commitments
There have been no material changes to our commitments described under Note 9, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 23, 2017.

Contingencies
Legal Matters
We are parties to various legal proceedings arising in the ordinary course of business. In our opinion, all pending legal matters are either adequately covered by insurance, or, if not insured, will not have a material adverse impact on our financial position, results of operations or cash flows.


15

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

NOTE 9.    STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS
Share Repurchase Program
On May 2, 2017, the Company announced that its Board of Directors had reaffirmed the Company’s existing share repurchase program, which has $92 million remaining. The Company intends to make purchases of its common stock from time to time under this program through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine.

Dividends
On May 2, 2017, the Company announced that its Board of Directors has authorized the reinstatement of the Company’s cash dividend program and has declared a quarterly dividend of $0.05 per share, to be paid July 15, 2017, to shareholders of record as of June 15, 2017.

Share-Based Compensation
We account for share-based awards exchanged for employee services in accordance with the authoritative accounting guidance for share-based payments. Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period.

The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our condensed consolidated statements of operations.
 
Three Months Ended
 
March 31,
(In thousands)
2017
 
2016
Gaming
$
70

 
$
85

Food and beverage
13

 
16

Room
6

 
8

Selling, general and administrative
358

 
432

Corporate expense
2,636

 
2,722

Total share-based compensation expense
$
3,083

 
$
3,263


Performance Shares Vesting
The Performance Share Unit ("PSU") grants awarded in fourth quarter 2013 and 2012 vested during first quarter 2017 and 2016, respectively. Common shares were issued based on the determination by the Compensation Committee of the Board of Directors of our actual achievement of net revenue growth, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") growth and customer service scores for the three-year performance period of each grant. As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs.
The PSU grant awarded in November 2013 resulted in a total of 268,429 shares being issued during first quarter 2017, representing approximately 0.80 shares per PSU. Of the 268,429 shares issued, a total of 94,776 were surrendered by the participants for payroll taxes, resulting a net issuance of 173,653 shares due to the vesting of the 2013 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2016; therefore, the vesting of the PSUs did not impact compensation costs in our 2017 condensed consolidated statement of operations.

The PSU grant awarded in December 2012 resulted in a total of 213,365 shares being issued during first quarter 2016, representing approximately 0.59 shares per PSU. Of the 213,365 shares issued, a total of 54,338 were surrendered by the participants for payroll taxes, resulting a net issuance of 159,027 shares due to the vesting of the 2012 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2015; therefore, the vesting of the PSUs did not impact compensation costs in our 2016 condensed consolidated statement of operations.


16

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

NOTE 10.     FAIR VALUE MEASUREMENTS
The authoritative accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These inputs create the following fair value hierarchy:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.

Balances Measured at Fair Value
The following tables show the fair values of certain of our financial instruments:
 
March 31, 2017
(In thousands)
Balance
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
167,007

 
$
167,007

 
$

 
$

Restricted cash
22,047

 
22,047

 

 

Investment available for sale
17,865

 

 

 
17,865

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Contingent payments
$
3,348

 
$

 
$

 
$
3,348


 
December 31, 2016
(In thousands)
Balance
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
193,862

 
$
193,862

 
$

 
$

Restricted cash
16,488

 
16,488

 

 

Investment available for sale
17,259

 

 

 
17,259

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Contingent payments
$
3,038

 
$

 
$

 
$
3,038


Cash and Cash Equivalents and Restricted Cash
The fair value of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, are based on statements received from our banks at March 31, 2017 and December 31, 2016.

Investment Available for Sale
We have an investment in a single municipal bond issuance of $21.0 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 that is classified as available for sale. We are the only holder of this instrument and there is no quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 in the fair

17

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

value hierarchy. The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at March 31, 2017 and December 31, 2016 is a discount rate of 10.1% and 10.3%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets. At both March 31, 2017 and December 31, 2016, $0.4 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at March 31, 2017 and December 31, 2016, $17.5 million and $16.8 million, respectively, is included in other assets on the condensed consolidated balance sheets. The discount associated with this investment of $3.1 million at both March 31, 2017 and December 31, 2016, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the condensed consolidated statements of operations.

Contingent Payments
In connection with the development of the Kansas Star Casino ("Kansas Star"), Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star's EBITDA each month for a period of ten years commencing on December 20, 2011. The liability is recorded at the estimated fair value of the contingent payments using a discounted cash flows approach and the significant unobservable input used in the valuation at March 31, 2017 and December 31, 2016, is a discount rate of 9.3% and 18.5%, respectively. At March 31, 2017 and December 31, 2016, there was a current liability of $0.8 million and $0.9 million, respectively, related to this agreement, which is recorded in accrued liabilities on the respective condensed consolidated balance sheets, and long-term obligation at March 31, 2017 and December 31, 2016, of $2.5 million and $2.2 million, respectively, which is included in other liabilities on the respective condensed consolidated balance sheets.

The following table summarizes the changes in fair value of the Company's Level 3 assets and liabilities:
 
Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
Assets
 
Liability
 
Assets
 
Liability
(In thousands)
Investment
Available for
Sale
 
Contingent
Payments
 
Investment
Available for
Sale
 
Contingent
Payments
Balance at beginning of reporting period
$
17,259

 
$
(3,038
)
 
$
17,839

 
$
(3,632
)
Total gains (losses) (realized or unrealized):
 
 
 
 
 
 
 
Included in interest income (expense)
35

 
(129
)
 
33

 
(154
)
Included in other comprehensive income
571

 

 
522

 

Included in other items, net

 
(391
)
 

 

Purchases, sales, issuances and settlements:
 
 
 
 
 
 
 
Settlements

 
210

 

 
226

Balance at end of reporting period
$
17,865

 
$
(3,348
)
 
$
18,394

 
$
(3,560
)

Balances Disclosed at Fair Value
The following tables provide the fair value measurement information about our obligation under minimum assessment agreements and other financial instruments:
 
March 31, 2017
(In thousands)
Outstanding Face Amount
 
Carrying Value
 
Estimated Fair Value
 
Fair Value Hierarchy
Liabilities
 
 
 
 
 
 
 
Obligation under assessment arrangements
$
32,973

 
$
26,345

 
$
27,002

 
Level 3
Other financial instruments
10

 
9

 
9

 
Level 3


18

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

 
December 31, 2016
(In thousands)
Outstanding Face Amount
 
Carrying Value
 
Estimated Fair Value
 
Fair Value Hierarchy
Liabilities
 
 
 
 
 
 
 
Obligation under assessment arrangements
$
33,456

 
$
26,660

 
$
27,054

 
Level 3
Other financial instruments
100

 
97

 
97

 
Level 3

The following tables provide the fair value measurement information about our long-term debt:
 
March 31, 2017
(In thousands)
Outstanding Face Amount
 
Carrying Value
 
Estimated Fair Value
 
Fair Value Hierarchy
Credit Facility
$
1,764,175

 
$
1,733,612

 
$
1,771,530

 
Level 2
6.875% senior notes due 2023
750,000

 
738,140

 
808,125

 
Level 1
6.375% senior notes due 2026
750,000

 
739,229

 
801,563

 
Level 1
Other
546

 
546

 
546

 
Level 3
Total debt
$
3,264,721

 
$
3,211,527

 
$
3,381,764

 
 

 
December 31, 2016
(In thousands)
Outstanding Face Amount
 
Carrying Value
 
Estimated Fair Value
 
Fair Value Hierarchy
Credit Facility
$
1,782,538

 
$
1,752,147

 
$
1,791,853

 
Level 2
6.875% senior notes due 2023
750,000

 
738,791

 
806,250

 
Level 1
6.375% senior notes due 2026
750,000

 
737,926

 
804,375

 
Level 1
Other
591

 
591

 
591

 
Level 3
Total debt
$
3,283,129

 
$
3,229,455

 
$
3,403,069

 
 

The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about March 31, 2017 and December 31, 2016. The estimated fair values of our Senior Notes are based on quoted market prices as of March 31, 2017 and December 31, 2016. The other debt is a fixed-rate debt that is payable in 32 semi-annual installments, beginning in 2008. It is not traded and does not have an observable market input; therefore, we have estimated its fair value to be equal to the carrying value.

There were no transfers between Level 1, Level 2 and Level 3 measurements during the three months ended March 31, 2017 or 2016.


19

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

NOTE 11.    SEGMENT INFORMATION
We have aggregated certain of our properties in order to present three Reportable Segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest and South. The table below lists the classification of each of our properties.
Las Vegas Locals
 
Gold Coast Hotel and Casino
Las Vegas, Nevada
The Orleans Hotel and Casino
Las Vegas, Nevada
Sam's Town Hotel and Gambling Hall
Las Vegas, Nevada
Suncoast Hotel and Casino
Las Vegas, Nevada
Eastside Cannery Casino and Hotel
Las Vegas, Nevada
Aliante Casino + Hotel + Spa
North Las Vegas, Nevada
Cannery Casino Hotel
North Las Vegas, Nevada
Eldorado Casino
Henderson, Nevada
Jokers Wild Casino
Henderson, Nevada
Downtown Las Vegas
 
California Hotel and Casino
Las Vegas, Nevada
Fremont Hotel and Casino
Las Vegas, Nevada
Main Street Station Casino, Brewery and Hotel
Las Vegas, Nevada
Midwest and South
 
Par-A-Dice Hotel Casino
East Peoria, Illinois
Blue Chip Casino, Hotel & Spa
Michigan City, Indiana
Diamond Jo Dubuque
Dubuque, Iowa
Diamond Jo Worth
Northwood, Iowa
Kansas Star Casino
Mulvane, Kansas
Amelia Belle Casino
Amelia, Louisiana
Delta Downs Racetrack Casino & Hotel
Vinton, Louisiana
Evangeline Downs Racetrack and Casino
Opelousas, Louisiana
Sam's Town Hotel and Casino
Shreveport, Louisiana
Treasure Chest Casino
Kenner, Louisiana
IP Casino Resort Spa
Biloxi, Mississippi
Sam's Town Hotel and Gambling Hall
Tunica, Mississippi

As a result of the sale of our equity interest in Borgata (see Note 3, Acquisitions and Divestitures), we no longer report our interest in Borgata as a Reportable Segment.

In third quarter 2016, the Peninsula debt was refinanced, eliminating the financing structure that restricted our ability to transfer cash from Peninsula Gaming to Boyd Gaming. As a result of the elimination of this restriction, management has concluded that the properties previously comprising the Peninsula segment will be aggregated into the Midwest and South reportable segment, and has retrospectively adjusted the presentation for all periods presented.

Results of Operations - Total Reportable Segment Net Revenues and Adjusted EBITDA
We evaluate each of our property's profitability based upon Property Adjusted EBITDA, which represents each property's earnings before interest expense, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets, other operating items, net, and gain or loss on early retirements of debt, as applicable. Total Reportable Segment Adjusted EBITDA is the aggregate sum of the Property Adjusted EBITDA for each of the properties included in our Las Vegas Locals, Downtown Las Vegas, and Midwest and South segments. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency and captive insurance company.


20

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

The following table sets forth, for the periods indicated, certain operating data for our Reportable Segments, and reconciles Total Reportable Segment Adjusted EBITDA to operating income, as reported in our accompanying condensed consolidated statements of operations:
 
Three Months Ended
 
March 31,
(In thousands)
2017
 
2016
Net Revenues
 
 
 
Las Vegas Locals
$
219,781

 
$
158,398

Downtown Las Vegas
60,744

 
58,605

Midwest and South
324,817

 
335,375

Total Reportable Segment Net Revenues
$
605,342

 
$
552,378

 
 
 
 
Adjusted EBITDA
 
 
 
Las Vegas Locals
$
66,227

 
$
44,271

Downtown Las Vegas
13,638

 
12,681

Midwest and South
94,101

 
95,925

Total Reportable Segment Adjusted EBITDA
173,966

 
152,877

Corporate expense
(18,163
)
 
(15,185
)
Adjusted EBITDA
155,803

 
137,692

 
 
 
 
Other operating costs and expenses
 
 
 
Deferred rent
430

 
816

Depreciation and amortization
53,964

 
47,653

Share-based compensation expense
3,083

 
3,263

Project development, preopening and writedowns
2,972

 
1,841

Impairments of assets

 
1,440

Other operating items, net
486

 
429

Total other operating costs and expenses
60,935

 
55,442

Operating income
$
94,868

 
$
82,250


For purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocated payroll, professional fees, aircraft expenses and various other expenses not directly related to our casino and hotel operations.

Total Reportable Segment Assets
The Company's assets by Reportable Segment consisted of the following amounts:
 
March 31,
 
December 31,
(In thousands)
2017
 
2016
Assets
 
 
 
Las Vegas Locals
$
1,795,009

 
$
1,785,858

Downtown Las Vegas
160,185

 
157,319

Midwest and South
2,526,089

 
2,556,307

Total Reportable Segment Assets
4,481,283

 
4,499,484

Corporate
200,613

 
171,267

Total Assets
$
4,681,896

 
$
4,670,751


21

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________


NOTE 12.    CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 6.875% Notes and our 6.375% Notes is presented below. Each of these notes is fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The non-guarantors primarily represent special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.

On March 7, 2017, Aliante, Cannery and Eastside Cannery became guarantors of the 6.875% Notes, the 6.375% Notes and the Credit Facility.

The tables below present the condensed consolidating balance sheets as of March 31, 2017, and December 31, 2016, the condensed consolidating statements of operations for the three months ended March 31, 2017 and 2016, and the condensed consolidating statements of cash flows for the three months ended March 31, 2017 and 2016. We have reclassified certain prior year amounts in the current year presentation to reflect the designation of the additional Restricted Subsidiaries listed above as subsidiary guarantors.

Condensed Consolidating Balance Sheets
 
March 31, 2017
 
 
 
 
 
Non-
 
Non-
 
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
 
 
 
Subsidiaries
 
Subsidiaries
 
 
 
 
 
 
 
Guarantor
 
(100%
 
(Not 100%
 
 
 
 
(In thousands)
Parent
 
Subsidiaries
 
Owned)
 
Owned)
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,778

 
$
162,941

 
$
2,288

 
$

 
$

 
$
167,007

Other current assets
75,562

 
30,509

 
11,446

 

 
(681
)
 
116,836

Property and equipment, net
71,429

 
2,533,929

 
28,594

 

 

 
2,633,952

Investments in subsidiaries
4,606,202

 
1,993

 
1,163

 

 
(4,609,358
)
 

Intercompany receivable

 
1,602,070

 

 

 
(1,602,070
)
 

Other assets, net
13,717

 
31,082

 
38,669

 

 

 
83,468

Intangible assets, net

 
830,283

 
24,059

 

 

 
854,342

Goodwill, net

 
825,509

 
782

 

 

 
826,291

Total assets
$
4,768,688

 
$
6,018,316

 
$
107,001

 
$

 
$
(6,212,109
)
 
$
4,681,896

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
$
23,895

 
$
88

 
$

 
$

 
$

 
$
23,983

Other current liabilities
96,791

 
206,472

 
33,924

 

 
(881
)
 
336,306

Intercompany payable
580,549

 

 
1,021,043

 

 
(1,601,592
)
 

Long-term debt, net of current maturities and debt issuance costs
3,187,086

 
458

 

 

 

 
3,187,544

Other long-term liabilities
(105,340
)
 
275,420

 
(21,724
)
 

 

 
148,356

 
 
 
 
 
 
 
 
 
 
 
 
Total stockholders' equity (deficit)
985,707

 
5,535,878

 
(926,242
)
 

 
(4,609,636
)
 
985,707

Total liabilities and stockholders' equity
$
4,768,688

 
$
6,018,316

 
$
107,001

 
$

 
$
(6,212,109
)
 
$
4,681,896


22

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

Condensed Consolidating Balance Sheets - continued
 
December 31, 2016
 
 
 
 
 
Non-
 
Non-
 
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
 
 
 
Subsidiaries
 
Subsidiaries
 
 
 
 
 
 
 
Guarantor
 
(100%
 
(Not 100%
 
 
 
 
(In thousands)
Parent
 
Subsidiaries
 
Owned)
 
Owned)
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,212

 
$
189,364

 
$
3,286

 
$

 
$

 
$
193,862

Other current assets
78,915

 
26,715

 
8,908

 

 
(453
)
 
114,085

Property and equipment, net
73,180

 
2,503,127

 
28,862

 

 

 
2,605,169

Investments in subsidiaries
4,505,897

 
139,465

 

 

 
(4,645,362
)
 

Intercompany receivable

 
1,491,017

 

 

 
(1,491,017
)
 

Other assets, net
13,598

 
31,899

 
3,708

 

 

 
49,205

Intangible assets, net

 
857,894

 
24,060

 

 

 
881,954

Goodwill, net

 
825,694

 
782

 

 

 
826,476

Total assets
$
4,672,802

 
$
6,065,175

 
$
69,606

 
$

 
$
(6,136,832
)
 
$
4,670,751

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
$
30,250

 
$
86

 
$

 
$

 
$

 
$
30,336

Other current liabilities
93,762

 
196,391

 
46,444

 

 
(1,429
)
 
335,168

Accumulated losses of subsidiaries in excess of investment

 

 
8,257

 

 
(8,257
)
 

Intercompany payable
521,002

 

 
968,811

 
254

 
(1,490,067
)
 

Long-term debt, net of current maturities and debt issuance costs
3,198,613

 
506

 

 

 

 
3,199,119

Other long-term liabilities
(104,901
)
 
298,624

 
(21,721
)
 

 

 
172,002

 
 
 
 
 
 
 
 
 
 
 

Boyd Gaming Corporation stockholders' equity (deficit)
934,076

 
5,569,568

 
(932,185
)
 
(254
)
 
(4,637,129
)
 
934,076

Noncontrolling interest

 

 

 

 
50

 
50

Total stockholders' equity (deficit)
934,076

 
5,569,568

 
(932,185
)
 
(254
)
 
(4,637,079
)
 
934,126

Total liabilities and stockholders' equity
$
4,672,802

 
$
6,065,175

 
$
69,606

 
$

 
$
(6,136,832
)
 
$
4,670,751


23

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

Condensed Consolidating Statements of Operations
 
Three Months Ended March 31, 2017
 
 
 
 
 
Non-
 
Non-
 
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
 
 
 
Subsidiaries
 
Subsidiaries
 
 
 
 
 
 
 
Guarantor
 
(100%
 
(Not 100%
 
 
 
 
(In thousands)
Parent
 
Subsidiaries
 
Owned)
 
Owned)
 
Eliminations
 
Consolidated
Net revenues
$
18,710

 
$
598,102

 
$
12,093

 
$

 
$
(23,563
)
 
$
605,342

Operating costs and expenses
 
 
 
 
 
 
 
 
 
 
 
Operating

 
303,384

 
10,858

 

 

 
314,242

Selling, general and administrative
6

 
89,601

 
2,012

 

 
(6
)
 
91,613

Maintenance and utilities

 
26,101

 
298

 

 

 
26,399

Depreciation and amortization
2,682

 
50,283

 
999

 

 

 
53,964

Corporate expense
19,864

 
364

 
570

 

 

 
20,798

Project development, preopening and writedowns
1,255

 
879

 
838

 

 

 
2,972

Other operating items, net
75

 
411

 

 

 

 
486

Intercompany expenses
301

 
23,256

 

 

 
(23,557
)
 

Total operating costs and expenses
24,183

 
494,279

 
15,575

 

 
(23,563
)
 
510,474

Equity in earnings (losses) of subsidiaries
66,599

 
(129
)
 

 

 
(66,470
)
 

Operating income (loss)
61,126

 
103,694

 
(3,482
)
 

 
(66,470
)
 
94,868

Other expense (income)
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
42,839

 
369

 
6

 

 

 
43,214

Loss on early extinguishments and modifications of debt
156

 

 

 

 

 
156

Other, net

 
127

 
(16
)
 

 

 
111

Total other expense, net
42,995

 
496

 
(10
)
 

 

 
43,481

Income (loss) from continuing operations before income taxes
18,131

 
103,198

 
(3,472
)
 

 
(66,470
)
 
51,387

Income taxes benefit (provision)
17,358

 
(34,788
)
 
1,157

 

 

 
(16,273
)
Income (loss) from continuing operations, net of tax
35,489

 
68,410

 
(2,315
)
 

 
(66,470
)
 
35,114

Income from discontinued operations, net of tax

 
375

 

 

 

 
375

Net income (loss)
$
35,489

 
$
68,785

 
$
(2,315
)
 
$

 
$
(66,470
)
 
$
35,489

Comprehensive income (loss)
$
36,060

 
$
69,356

 
$
(2,315
)
 
$

 
$
(67,041
)
 
$
36,060


24

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

Condensed Consolidating Statements of Operations - continued
 
Three Months Ended March 31, 2016
 
 
 
 
 
Non-
 
Non-
 
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
 
 
 
Subsidiaries
 
Subsidiaries
 
 
 
 
 
 
 
Guarantor
 
(100%
 
(Not 100%
 
 
 
 
(In thousands)
Parent
 
Subsidiaries
 
Owned)
 
Owned)
 
Eliminations
 
Consolidated
Net revenues
$
31,201

 
$
545,832

 
$
12,125

 
$

 
$
(36,780
)
 
$
552,378

Operating costs and expenses
 
 
 
 
 
 
 
 
 
 
 
Operating
450

 
284,150

 
10,559

 

 

 
295,159

Selling, general and administrative
12,386

 
67,721

 
1,742

 

 
2

 
81,851

Maintenance and utilities

 
23,535

 
313

 

 

 
23,848

Depreciation and amortization
1,778

 
44,759

 
1,116

 

 

 
47,653

Corporate expense
16,309

 
461

 
1,137

 

 

 
17,907

Project development, preopening and writedowns
756

 
527

 
558

 

 

 
1,841

Impairments of assets
1,440

 

 

 

 

 
1,440

Other operating items, net
106

 
323

 

 

 

 
429

Intercompany expenses
301

 
36,116

 
365

 

 
(36,782
)
 

Total operating costs and expenses
33,526

 
457,592

 
15,790

 

 
(36,780
)
 
470,128

Equity in earnings of subsidiaries
68,519

 
(361
)
 

 

 
(68,158
)
 

Operating income (loss)
66,194

 
87,879

 
(3,665
)
 

 
(68,158
)
 
82,250

Other expense (income)
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
32,928

 
19,634

 
6

 

 

 
52,568

Loss on early extinguishments of debt

 
427

 

 

 

 
427

Other, net
1

 
93

 
(17
)
 

 

 
77

Total other expense, net
32,929

 
20,154

 
(11
)
 

 

 
53,072

Income (loss) from continuing operations before income taxes
33,265

 
67,725

 
(3,654
)
 

 
(68,158
)
 
29,178

Income taxes benefit (provision)
(75
)
 
(7,522
)
 
(21
)
 

 

 
(7,618
)
Income (loss) from continuing operations, net of tax
33,190

 
60,203

 
(3,675
)
 

 
(68,158
)
 
21,560

Income from discontinued operations, net of tax

 
11,630

 

 

 

 
11,630

Net income (loss)
$
33,190

 
$
71,833

 
$
(3,675
)
 
$

 
$
(68,158
)
 
$
33,190

Comprehensive income (loss)
$
33,712

 
$
72,355

 
$
(3,675
)
 
$

 
$
(68,680
)
 
$
33,712





25

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

Condensed Consolidating Statements of Cash Flows
 
Three Months Ended March 31, 2017
 
 
 
 
 
Non-
 
Non-
 
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
 
 
 
Subsidiaries
 
Subsidiaries
 
 
 
 
 
 
 
Guarantor
 
(100%
 
(Not 100%
 
 
 
 
(In thousands)
Parent
 
Subsidiaries
 
Owned)
 
Owned)
 
Eliminations
 
Consolidated
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
 
 
Net cash from operating activities
$
22,216

 
$
107,207

 
$
(18,104
)
 
$
254

 
$
472

 
$
112,045

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
(57,069
)
 
(22,951
)
 
(18
)
 

 

 
(80,038
)
Net activity with affiliates

 
(111,053
)
 

 

 
111,053

 

Advances pursuant to development agreement

 

 
(35,108
)
 

 

 
(35,108
)
Other investing activities

 
44

 

 

 

 
44

Net cash from investing activities
(57,069
)
 
(133,960
)
 
(35,126
)
 

 
111,053

 
(115,102
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
 
Borrowings under bank credit facility
256,700

 

 

 

 

 
256,700

Payments under bank credit facility
(275,063
)
 

 

 

 

 
(275,063
)
Debt financing costs, net
(1,889
)
 

 

 

 

 
(1,889
)
Net activity with affiliates
59,547

 

 
52,232

 
(254
)
 
(111,525
)
 

Share-based compensation activities, net
(3,826
)
 

 

 

 

 
(3,826
)
Other financing activities
(50
)
 
(45
)
 

 

 

 
(95
)
Net cash from financing activities
35,419

 
(45
)
 
52,232

 
(254
)
 
(111,525
)
 
(24,173
)
Cash flows from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Cash flows from operating activities

 
(255
)
 

 

 

 
(255
)
Cash flows from investing activities

 
630

 

 

 

 
630

Cash flows from financing activities

 

 

 

 

 

Net cash from discontinued operations

 
375

 

 

 

 
375

Net change in cash and cash equivalents
566

 
(26,423
)
 
(998
)
 

 

 
(26,855
)
Cash and cash equivalents, beginning of period
1,212

 
189,364

 
3,286

 

 

 
193,862

Cash and cash equivalents, end of period
$
1,778

 
$
162,941

 
$
2,288

 
$

 
$

 
$
167,007


26

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016
______________________________________________________________________________________________________

Condensed Consolidating Statements of Cash Flows - continued
 
Three Months Ended March 31, 2016
 
 
 
 
 
Non-
 
Non-
 
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
 
 
 
Subsidiaries
 
Subsidiaries
 
 
 
 
 
 
 
Guarantor
 
(100%
 
(Not 100%
 
 
 
 
(In thousands)
Parent
 
Subsidiaries
 
Owned)
 
Owned)
 
Eliminations
 
Consolidated
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
 
 
Net cash from operating activities
$
(35,967
)
 
$
104,588

 
$
11,771

 
$

 
$
(16
)
 
$
80,376

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
(11,143
)
 
(23,987
)
 
(167
)
 

 

 
(35,297
)
Net activity with affiliates

 
(108,572
)
 

 

 
108,572

 

Other investing activities

 
5

 

 

 

 
5

Net cash from investing activities
(11,143
)
 
(132,554
)
 
(167
)
 

 
108,572

 
(35,292
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
 
Borrowings under bank credit facility
223,900

 
95,200

 

 

 

 
319,100

Payments under bank credit facility
(530,350
)
 
(114,725
)
 

 

 

 
(645,075
)
Proceeds from issuance of senior notes, net
750,000

 

 

 

 

 
750,000

Debt financing costs, net
(12,996
)
 

 

 

 

 
(12,996
)
Net activity with affiliates
120,188

 

 
(11,632
)
 

 
(108,556
)
 

Share-based compensation activities, net
(1,387
)
 

 

 

 

 
(1,387
)
Net cash from financing activities
549,355

 
(19,525
)
 
(11,632
)
 

 
(108,556
)
 
409,642

Cash flows from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Cash flows from operating activities

 
2,654

 

 

 

 
2,654

Cash flows from investing activities

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Net cash from discontinued operations

 
2,654

 

 

 

 
2,654

Net change in cash and cash equivalents
502,245

 
(44,837
)
 
(28
)
 

 

 
457,380

Cash and cash equivalents, beginning of period
2

 
156,116

 
2,482

 
221

 

 
158,821

Cash and cash equivalents, end of period
$
502,247

 
$
111,279

 
$
2,454

 
$
221

 
$

 
$
616,201


NOTE 13.    SUBSEQUENT EVENTS
We have evaluated all events or transactions that occurred after March 31, 2017. During this period, up to the filing date, we did not identify any additional subsequent events, other than the events disclosed in Note 9, Stockholders' Equity and Stock Incentive Plans, the effects of which would require disclosure or adjustment to our financial position or results of operations.


27




Item 2.         Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd Gaming," "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD."

We are a diversified operator of 24 wholly-owned gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi. We view each operating property as an operating segment. For financial reporting purposes, we aggregate our wholly owned properties into the following three reportable segments:
Las Vegas Locals
 
Gold Coast Hotel and Casino
Las Vegas, Nevada
The Orleans Hotel and Casino
Las Vegas, Nevada
Sam's Town Hotel and Gambling Hall
Las Vegas, Nevada
Suncoast Hotel and Casino
Las Vegas, Nevada
Eastside Cannery Casino and Hotel
Las Vegas, Nevada
Aliante Casino + Hotel + Spa
North Las Vegas, Nevada
Cannery Casino Hotel
North Las Vegas, Nevada
Eldorado Casino
Henderson, Nevada
Jokers Wild Casino
Henderson, Nevada
Downtown Las Vegas
 
California Hotel and Casino
Las Vegas, Nevada
Fremont Hotel and Casino
Las Vegas, Nevada
Main Street Station Casino, Brewery and Hotel
Las Vegas, Nevada
Midwest and South
 
Par-A-Dice Hotel Casino
East Peoria, Illinois
Blue Chip Casino, Hotel & Spa
Michigan City, Indiana
Diamond Jo Dubuque
Dubuque, Iowa
Diamond Jo Worth
Northwood, Iowa
Kansas Star Casino
Mulvane, Kansas
Amelia Belle Casino
Amelia, Louisiana
Delta Downs Racetrack Casino & Hotel
Vinton, Louisiana
Evangeline Downs Racetrack and Casino
Opelousas, Louisiana
Sam's Town Hotel and Casino
Shreveport, Louisiana
Treasure Chest Casino
Kenner, Louisiana
IP Casino Resort Spa
Biloxi, Mississippi
Sam's Town Hotel and Gambling Hall
Tunica, Mississippi

We also own and operate a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. Financial results for these operations are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties concentrate their marketing efforts on gaming customers from Hawaii.

Most of our gaming entertainment properties also include hotel, dining, retail and other amenities. Our main business emphasis is on slot revenues, which are highly dependent upon the number and spending levels of customers at our properties.

Our properties have historically generated significant operating cash flow, with the majority of our revenue being cash-based. While we do provide casino credit, subject to certain gaming regulations and jurisdictions, most of our customers wager with cash and pay for non-gaming services with cash or by credit card.


28




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

Our Strategy
Our overriding strategy is to increase shareholder value by pursuing strategic initiatives that improve and grow our business.

Strengthening Our Balance Sheet
We are committed to finding opportunities to strengthen our balance sheet through diversifying and increasing cash flow to reduce our debt.

Operating Efficiently
We are committed to operating more efficiently and endeavor to prevent unneeded expense in our business. As we continue to experience revenue growth in both our gaming and non-gaming operations, the efficiencies of our business model position us to flow a substantial portion of the revenue growth directly to the bottom line.

Evaluating Acquisition Opportunities
Our evaluations of potential transactions and acquisitions are strategic, deliberate, and disciplined. Our goal is to identify and pursue opportunities that are a good fit for our business, deliver a solid return for shareholders, and are available at the right price.

Maintaining Our Brand
The ability of our employees to deliver great customer service helps distinguish our Company and our brands from our competitors. Our employees are an important reason that our customers continue to choose our properties over the competition across the country.

Our Key Performance Indicators
We use several key performance measures to evaluate the operations of our properties. These key performance measures include the following:

Gaming revenue measures: slot handle, which means the dollar amount wagered in slot machines, and table game drop, which means the total amount of cash deposited in table games drop boxes, plus the sum of markers issued at all table games, are measures of volume and/or market share.  Slot win and table game hold, which mean the difference between customer wagers and customer winnings on slot machines and table games, respectively, represent the amount of wagers retained by us and recorded as gaming revenues. Slot win percentage and table game hold percentage, which are not fully controllable by us, represent the relationship between slot handle to slot win and table game drop to table game hold, respectively.

Food and beverage revenue measures: average guest check, which means the average amount spent per customer visit and is a measure of volume and product offerings; number of guests served ("food covers") is an indicator of volume; and the cost per guest served is a measure of operating margin.

Room revenue measures: hotel occupancy rate, which measures the utilization of our available rooms; and average daily rate ("ADR"), which is a price measure.

RESULTS OF OPERATIONS
Overview
 
Three Months Ended
 
March 31,
(In millions)
2017
 
2016
Net revenues
$
605.3

 
$
552.4

Operating income
94.9

 
82.3

Income from continuing operations, net of tax
35.1

 
21.6

Income from discontinued operations, net of tax
0.4

 
11.6

Net income
35.5

 
33.2



29




Net Revenues
Net revenues increased $53.0 million, or 9.6%, for the three months ended March 31, 2017, compared to the prior year period due primarily to the acquisitions of Aliante and the Cannery Properties (the "Acquisitions") in September and December 2016, respectively. The increase is offset by decreases in net revenues in the Midwest and South segment, primarily at Evangeline Downs, Amelia Belle and Kansas Star. The states in which these casinos operate struggled with soft markets.

Operating Income
The $12.6 million, or 15.3%, increase in operating income during the three months ended March 31, 2017, compared to the corresponding period of the prior year reflects the impact of the Acquisitions, as well as the impact of our continuing cost control efforts. Operating margins in gaming, food and beverage and rooms changed slightly and are discussed in detail below.

Income from Continuing Operations, net of tax
Income from continuing operations, net of tax for the three months ended March 31, 2017 was $35.1 million, as compared to income from continuing operations, net of tax of $21.6 million in the comparable prior year period, an increase of $13.6 million. In addition to the factors contributing to the $12.6 million operating income increase (as discussed above), net income was favorably impacted by a decrease in interest expense, net of amounts capitalized, of $9.4 million due to a decrease in average outstanding borrowings of $49.9 million along with a decline in the weighted average interest rate of 0.7%. These favorable items impacting income from continuing operations, net of tax, were offset by an increase in income tax provision of $8.7 million. These items are further explained in the Other Expense (Income) section below.
 
Income from Discontinued Operations, net of tax
Income from discontinued operations, net of tax, reflects the results of our equity method investment in Borgata, which we sold in August 2016. The results for the three months ended March 31, 2017 include our share of a property tax recovery realized by Borgata in the period. The corresponding period of the prior year, which was prior to the sale, reflected our share of the operations of Borgata.

Net Income
Net income for the three months ended March 31, 2017 was $35.5 million, compared with net income of $33.2 million for the corresponding period of the prior year. The $2.3 million change is primarily due to the $13.6 million increase in income from continuing operations, net of tax (as discussed above) offset by an $11.3 million decrease in income from discontinued operations from the prior year comparable period.

Operating Revenues
We derive the majority of our gross revenues from our gaming operations, which produced approximately 75% of gross revenues for each of the three months ended March 31, 2017 and 2016. Food and beverage gross revenues represent our next most significant revenue source, generating approximately 13% of gross revenues for each of the three months ended March 31, 2017 and 2016. Room revenues and other revenues separately contributed less than 10% of gross revenues during these periods.


30




 
Three Months Ended
 
March 31,
(In millions)
2017
 
2016
REVENUES
 
 
 
Gaming
$
500.0

 
$
462.6

Food and beverage
87.4

 
76.8

Room
47.3

 
41.9

Other
34.1

 
31.4

Gross revenues
668.8

 
612.7

Less promotional allowances
63.5

 
60.3

Net revenues
$
605.3

 
$
552.4

 
 
 
 
COSTS AND EXPENSES
 
 
 
Gaming
$
231.6

 
$
223.5

Food and beverage
49.5

 
41.8

Room
13.1

 
10.5

Other
20.0

 
19.3

Total costs and expenses
$
314.2

 
$
295.1

 
 
 
 
MARGINS
 
 
 
Gaming
53.7
%
 
51.7
%
Food and beverage
43.4
%
 
45.6
%
Room
72.3
%
 
74.9
%
Other
41.3
%
 
38.6
%

Gaming
Gaming revenues are comprised primarily of the net win from our slot machine operations and table games. The $37.4 million, or 8.1%, increase in gaming revenues during the three months ended March 31, 2017 as compared to the corresponding period of the prior year, was primarily due to the addition of the Acquisitions to the Las Vegas Locals segment. Partially offsetting this increase, is a decrease in gaming revenues in the Midwest and South segment. The Midwest and South segment experienced a 3.2% decrease in slot handle and a 5.0% decrease in table game drop.

Food and Beverage
Food and beverage revenues increased $10.6 million, or 13.9%, during the three months ended March 31, 2017, as compared to the corresponding period of the prior year. The increase in food and beverage revenues was due primarily to the addition of the Acquisitions. Food covers increased 26.3% and average check increased 13.1% in the Las Vegas Locals segment. Partially offsetting this increase is a decrease of $1.3 million in food and beverage revenues in the Midwest and South segment, primarily due to a decrease in average check of 0.9%. Food and beverage expenses increased by $7.7 million, or 18.5%, during the three months ended March 31, 2017, as compared to the corresponding period of the prior year, primarily due to the addition of the Acquisitions.

Room
Room revenues increased by $5.5 million, or 13.0%, during the three months ended March 31, 2017, as compared to the corresponding period of the prior year due primarily to the addition of the Acquisitions in the Las Vegas Locals segment. The average daily rate increased 10.8% while hotel occupancy decreased 1.5% for the Las Vegas Locals segment. Room expenses increased by $2.6 million, or 24.9%, during the three months ended March 31, 2017, as compared to the corresponding period of the prior year, due primarily to the addition of the Acquisitions.

Other
Other revenues relate to patronage visits at the amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues increased $2.6 million, or 8.2%, during the three months ended March 31, 2017, as compared to the prior year due primarily to the Acquisitions, which accounted for an increase to other revenue in the Las Vegas Locals segment.


31




Revenues and Adjusted EBITDA by Reportable Segment
We determine each of our properties' profitability based upon Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), which represents earnings before interest expense, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets and other operating items, net, as applicable. Reportable Segment Adjusted EBITDA is the aggregate sum of the Adjusted EBITDA for each of the properties comprising our Las Vegas Locals, Downtown Las Vegas and Midwest and South segments before net amortization, preopening and other items. Results for Downtown Las Vegas include the results of our travel agency and captive insurance company in Hawaii. Corporate expense represents unallocated payroll, professional fees, aircraft expenses and various other expenses not directly related to our casino and hotel operations. Furthermore, corporate expense excludes its portion of share-based compensation expense.

EBITDA is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with 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 a full understanding of our core operating results and as a means to evaluate period-to-period results.

The following table presents our net revenues and Adjusted EBITDA by Reportable Segment:
 
Three Months Ended
 
March 31,
(In millions)
2017
 
2016
Net revenues
 
 
 
Las Vegas Locals
$
219.8

 
$
158.4

Downtown Las Vegas
60.7

 
58.6

Midwest and South
324.8

 
335.4

Net revenues
$
605.3

 
$
552.4

 
 
 
 
Adjusted EBITDA (1)
 
 
 
Las Vegas Locals
$
66.2

 
$
44.3

Downtown Las Vegas
13.6

 
12.7

Midwest and South
94.2

 
95.9

Total Reportable Segment Adjusted EBITDA
174.0

 
152.9

Corporate expense
(18.2
)
 
(15.2
)
Adjusted EBITDA
$
155.8

 
$
137.7

(1) Refer to Note 11, Segment Information, in the notes to the condensed consolidated financial statements (unaudited) for a reconciliation of Total Reportable Segment Adjusted EBITDA to operating income, as reported in accordance with GAAP in our accompanying condensed consolidated statements of operations.

Las Vegas Locals
Net revenues increased $61.4 million, or 38.8%, during the three months ended March 31, 2017, as compared to the corresponding period of the prior year primarily due to the addition of the Acquisitions.

Adjusted EBITDA increased by $22.0 million, or 49.6%, for the three months ended March 31, 2017, over the comparable prior year period due primarily to the addition of the Acquisitions and our on-going cost control efforts.

Downtown Las Vegas
Net revenues increased $2.1 million, or 3.6%, during the three months ended March 31, 2017, as compared to the corresponding period of the prior year, reflecting revenue increases in all departmental categories. We continue to tailor our marketing programs in the Downtown segment to cater to our Hawaiian market. During each of the three month periods ended March 31, 2017 and 2016, our Hawaiian market represented approximately 51% of our occupied rooms in this segment.

The revenue gains, coupled with our cost control efforts, resulted in a $1.0 million, or 7.5%, increase in the segment's Adjusted EBITDA for the three months ended March 31, 2017, over the comparable prior year period.


32




Midwest and South
Net revenues decreased 3.1% during the three months ended March 31, 2017, as compared to the corresponding period of the prior year, primarily due to a gaming revenue decrease resulting from a 3.2% decrease in slot handle and a 5.0% decrease in table game drop. Due to the decline in gaming revenue, there was a corresponding decrease in promotional allowances of $3.0 million. The results for the segment were impacted by certain of the Midwest & South properties experiencing soft markets.

The segment reported a 1.9% decrease in Adjusted EBITDA for the three months ended March 31, 2017, as compared to the corresponding prior year period, due to the decrease in revenues offset by our cost control efforts.

Other Operating Costs and Expenses
The following costs and expenses, as presented in our condensed consolidated statements of operations, are further discussed below:
 
Three Months Ended
 
March 31,
(In millions)
2017
 
2016
Selling, general and administrative
$
91.6

 
$
81.9

Maintenance and utilities
26.4

 
23.8

Depreciation and amortization
54.0

 
47.7

Corporate expense
20.8

 
17.9

Project development, preopening and writedowns
3.0

 
1.8

Impairments of assets

 
1.4

Other operating items, net
0.5

 
0.4


Selling, General and Administrative
Selling, general and administrative expenses, as a percentage of gross revenues, were 13.7% and 13.4% during the three months ended March 31, 2017 and 2016, respectively. We continue to focus on disciplined and targeted marketing spend, and our ongoing cost containment efforts.

Maintenance and Utilities
Maintenance and utilities expenses, as a percentage of gross revenues, were consistent at 3.9% during each of the three months ended March 31, 2017 and 2016.

Depreciation and Amortization
Depreciation and amortization expenses, as a percentage of gross revenues, were 8.1% and 7.8% during the three months ended March 31, 2017 and 2016, respectively. Depreciation and amortization expense increased $6.3 million for the three months ended March 31, 2017, compared to the respective prior year period. The overall increase is primarily due to the Acquisitions with the remaining increase driven by additional depreciation for our recent capital expenditures.

Corporate Expense
Corporate expense represents unallocated payroll, professional fees, rent and various other administrative expenses that are not directly related to our casino and/or hotel operations, in addition to the corporate portion of share-based compensation expense. Corporate expense represented 3.1% and 2.9% of gross revenues during the three months ended March 31, 2017 and 2016, respectively.

Project Development, Preopening and Writedowns
Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities that do not qualify as capital costs; and (iii) asset write-downs. The increase in such costs in the current year periods as compared to the prior year is primarily due to the costs incurred related to recent acquisitions, the Delta Downs hotel project expansion and our ongoing strategic initiatives, including the Wilton Rancheria casino project.

Impairments of Assets
Impairments of assets for the three months ended March 31, 2016, included non-cash impairment charges related to non-operating assets.

33





Other Operating Items, net
Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including direct and non-reimbursable costs associated with natural disasters and severe weather, including hurricane and flood expenses and subsequent recoveries of such costs, as applicable.

Other Expenses
Interest Expense, net
The following table summarizes information with respect to our interest expense on outstanding indebtedness:
 
Three Months Ended
 
March 31,
(In millions)
2017
 
2016
Interest Expense, net
$
43.2

 
$
52.6

Average Long-Term Debt Balance (1)
3,295.8

 
3,345.7

Weighted Average Interest Rates
4.8
%
 
5.6
%
(1) Average debt balance calculation does not include the related discounts or deferred finance charges.

Interest expense, net of capitalized interest and interest income, for the three months ended March 31, 2017, decreased $9.4 million, or 17.8%, as compared to the prior year, due to the redemptions of our 9.0% senior notes and the Peninsula 8.375% senior notes, the payoff of the Peninsula Credit Facility and the refinancing of the Boyd Credit Agreement in September 2016. These transactions led to a reduction in the average long-term debt balance of $49.9 million and a reduction in the weighted average interest rate from 5.6% to 4.8%.

Income Taxes
The effective tax rates on income from continuing operations during the three months ended March 31, 2017 and 2016 were 31.7% and 26.1%, respectively. Our provision for the three months ended March 31, 2017 was favorably impacted by the inclusion of excess tax benefits, related to equity compensation, as a component of the provision for income taxes, the recognition of unrecognized tax benefits due to statute expirations and the reversal of related accrued interest.

During the quarter ended March 31, 2016, our effective tax rate was impacted by adjustments related primarily to changes in our valuation allowance and the accrual of non-cash tax expense in connection with the tax amortization of indefinite-lived intangible assets that were not available to offset existing deferred tax assets. The deferred tax liabilities created by the tax amortization of these intangibles could not be used to offset corresponding increases in the net operating loss deferred tax assets when determining our valuation allowance.

For the three months ended March 31, 2017, we computed our provision by applying the annual effective tax rate method. For the three months ended March 31, 2016, we computed our provision for income taxes by applying the actual effective tax rate, under the discrete method, to year-to-date income. The discrete method was used to calculate our income tax provision as the annual effective tax rate was not considered a reliable estimate of year-to-date income tax expense.


34




LIQUIDITY AND CAPITAL RESOURCES
Financial Position
We operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. The cash balances and working capital deficits are as follows:

 
March 31,
 
December 31,
(In millions)
2017
 
2016
Cash balance
 
 
 
Boyd Gaming
$
167.0

 
$
193.9

 
 
 
 
Working capital surplus (deficit)
 
 
 
Boyd Gaming
$
(76.4
)
 
$
(57.6
)

Our bank credit facilities generally provide all necessary funds for the day-to-day operations, interest and tax payments, as well as capital expenditures. On a daily basis, we evaluate our cash position and adjust the balance under our bank credit facility as necessary, by either borrowing or paying down debt with excess cash. We also plan the timing and the amounts of capital expenditures. We believe that the borrowing capacity under the bank credit facility, subject to restrictive covenants, and cash flows from operating activities will be sufficient to meet our projected operating and maintenance capital expenditures for at least the next twelve months. The source of funds available to us for repayment of debt or to fund development projects is derived primarily from cash flows from operations and availability under our bank credit facility, to the extent availability exists after we meet working capital needs, and subject to restrictive covenants. See "Indebtedness", below, for further detail regarding funds available through our credit facility.
 
The Company could also seek to secure additional working capital, repay respective current debt maturities, or fund respective development projects, in whole or in part, through incremental bank financing and additional debt or equity offerings.

Cash Flows Summary
 
Three Months Ended
 
March 31,
(In millions)
2017
 
2016
Net cash provided by operating activities
$
112.0

 
$
80.4

 
 
 
 
Cash flows from investing activities
 
 
 
Capital expenditures
(80.0
)
 
(35.3
)
Advances pursuant to development agreement
(35.1
)
 

Net cash used in investing activities
(115.1
)
 
(35.3
)
 
 
 
 
Cash flows from financing activities
 
 
 
Net payments under Boyd Gaming bank credit facility
(18.4
)
 
(306.5
)
Net payments under Peninsula bank credit facility

 
(19.5
)
Proceeds from issuance of senior notes

 
750.0

Other financing activities
(5.8
)
 
(14.4
)
Net cash provided by (used in) financing activities
(24.2
)
 
409.6

Net cash provided by discontinued operations
0.4

 
2.7

Increase (decrease) in cash and cash equivalents
$
(26.9
)
 
$
457.4


Cash Flows from Operating Activities
During the three months ended March 31, 2017 and 2016, we generated net operating cash flow of $112.0 million and $80.4 million, respectively. Generally, operating cash flows increased during 2017 as compared to the prior year period due to the flow through effect of higher revenues, including the impact of Acquisitions, and the timing of working capital spending.


35




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

During the three months ended March 31, 2017 and 2016, we incurred net cash outflows for investing activities of $115.1 million and $35.3 million, respectively. The increase in outflows as compared to the prior year period is primarily due to the exercise of an option to acquire the land underlying The Orleans. In January 2017, we funded the acquisition of land that is the intended site of the Wilton Rancheria casino for $35.1 million, pursuant to the development agreement.

Cash Flows from Financing Activities
We rely upon our financing cash flows to provide funding for investment opportunities, repayments of obligations and ongoing operations.

The net cash inflows for financing activities in the three months ended March 31, 2016 reflect primarily the net proceeds from the issuance of the 6.375% senior notes due 2026.

Cash Flows from Discontinued Operations
The decline in cash flows provided by discontinued operations for the three months ended March 31, 2017 compared to the corresponding period of the prior year is due to the sale of our 50% equity interest in the parent company of Borgata to MGM in August 2016.

Indebtedness
The outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances are as follows:
(In millions)
March 31, 2017
 
December 31, 2016
 
Increase/ (Decrease)
Boyd Gaming Debt
 
 
 
 
 
Bank credit facility
$
1,764.2

 
$
1,782.5

 
$
(18.3
)
6.875% senior notes due 2023
750.0

 
750.0

 

6.375% senior notes due 2026
750.0

 
750.0

 

Other
0.5

 
0.6

 
(0.1
)
Total long-term debt
3,264.7

 
3,283.1

 
(18.4
)
Less current maturities
24.0

 
30.3

 
(6.3
)
Long-term debt, net
$
3,240.7

 
$
3,252.8

 
$
(12.1
)

The amount of current maturities includes certain non-extending balances scheduled to be repaid within the next twelve months under the bank credit facilities.

Boyd Gaming Debt
Credit Facility - Refinancing Amendment
On March 29, 2017, the Company, as borrower, entered into Amendment No. 2 and Refinancing Amendment (the "Refinancing Amendment") with the lenders party thereto, and Bank of America, N.A. ("Bank of America"), as administrative agent. The Refinancing Amendment modifies the Third Amended and Restated Credit Agreement (as amended prior to the execution of the Refinancing Amendment, the "Existing Credit Agreement"), dated as of August 14, 2013, among the Company, certain financial institutions, and Bank of America, as administrative agent. The Refinancing Amendment modified the Existing Credit Agreement and is referred to as the "Amended Credit Agreement" (together referred to as the "Credit Facility").

The Amended Credit Agreement provides for (i) commitments to make Term B Loans in an amount equal to $1,264.5 million (the "Refinancing Term B Loans"), with the proceeds used to refinance in full the Company’s Term B-1 Loans and Term B-2 Loans outstanding under the Existing Credit Agreement and (ii) certain other amendments to the Existing Credit Agreement.

Interest and Fees
The interest rate on the outstanding balance of the Refinancing Term B Loans under the Amended Credit Agreement is based upon, at the Company’s option, either: (i) the Eurodollar rate or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with the Company’s secured leverage ratio and ranges from 2.25% to 2.50% (if using the Eurodollar rate) and from 1.25% to 1.50% (if using the base rate).


36




Optional and Mandatory Prepayments
The Company shall make repayments of the Refinancing Term B Loans on or before the last business day of each fiscal quarter of the Company commencing with the first full fiscal quarter of the Company after the Refinancing Effective Date in an amount equal to (x) 0.25% of the aggregate principal amount of the Refinancing Term B Loans plus (y) 0.25% of the aggregate principal amount of any increased Refinancing Term B Loan, as defined in the Existing Credit Agreement. The Company shall repay the outstanding principal amount of all Refinancing Term B Loans on the maturity date for the Refinancing Term B Loans, which shall be September 15, 2023.

Amounts outstanding under the Refinancing Amendment may be prepaid without premium or penalty, and the commitments may be terminated without penalty, subject to certain exceptions, including a 1.00% prepayment premium for any full or partial prepayment of the Refinancing Term B Loans effected prior to the six-month anniversary of the Refinancing Effective Date that results in a lower interest rate.

Amounts Outstanding
The principal amounts under the Credit Facility are comprised of the following:
 
March 31,
 
December 31,
(In millions)
2017
 
2016
Revolving Credit Facility
$
240.0

 
$
245.0

Term A Loan
219.4

 
222.2

Refinancing Term B Loans
1,264.5

 

Term B-1 Loan

 
271.8

Term B-2 Loan

 
997.5

Swing Loan
40.3

 
46.0

Total outstanding principal amounts under the Credit Facility
$
1,764.2

 
$
1,782.5


At March 31, 2017, approximately $1.8 billion was outstanding under the Credit Facility and $12.5 million was allocated to support various letters of credit, leaving remaining contractual availability of $482.2 million.

The blended interest rate for outstanding borrowings under the Credit Facility was 3.1% at March 31, 2017 and 3.4% at December 31, 2016.

Debt Service Requirements
Debt service requirements under our current outstanding senior notes consist of semi-annual interest payments (based upon fixed annual interest rates ranging from 6.375% to 6.875%) and principal repayments of our 6.875% senior notes due May 2023, and our 6.375% senior notes due April 2026.

Covenant Compliance
As of March 31, 2017, we believe that we were in compliance with the financial and other covenants of our debt instruments.

The indentures governing the senior notes contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the fixed charge coverage ratio (as defined in the respective indentures, essentially a ratio of our consolidated EBITDA to fixed charges, including interest) for the trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit the incurrence of additional debt, we may still borrow under our existing credit facility, as well as from other funding sources as provided under our debt agreements. At March 31, 2017, the available borrowing capacity under our credit facility was $482.2 million.

Share Repurchase Program
Subject to applicable corporate securities laws, repurchases under our stock repurchase program may be made at such times and in such amounts as we deem appropriate. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding notes and Credit Facility. Purchases under our stock repurchase program can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the stock repurchase program with existing cash resources and availability under our Credit Facility. In July 2008, our Board of Directors authorized an amendment to our existing share repurchase program to increase the amount of common stock available to be repurchased to $100 million. The Board of Directors reaffirmed this program in May 2017. We are not obligated to purchase any shares under our stock repurchase program. During the three months ended March 31, 2017 and 2016, we did not repurchase

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any shares of our common stock. We are currently authorized to repurchase up to an additional $92.1 million in shares of our common stock under the share repurchase program.

We have in the past, and may in the future, acquire our debt or equity securities, through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine.

Quarterly Dividend Program
On May 2, 2017, the Company announced that its Board of Directors has authorized the reinstatement of the Company’s cash dividend program. The initial quarterly dividend under this program of $0.05 per share will be paid July 15, 2017, to shareholders of record as of June 15, 2017.

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

Commitments
Capital Spending and Development
We currently estimate that our annual cash capital requirements to perform on-going refurbishment and maintenance at our properties to maintain our quality standards ranges from between $140 million and $160 million.

In addition, we continue to pursue other potential development projects that may require us to invest significant amounts of capital. We continue to work with Wilton Rancheria (the "Tribe"), a federally-recognized tribe located about 30 miles southeast of Sacramento, California, to develop and manage a gaming entertainment complex. In January 2017, we funded the acquisition of land that is the intended site of the Wilton Rancheria casino for $35.1 million and, in February 2017, the land was placed into trust by the U.S. Bureau of Indian Affairs for the benefit of the Tribe.

In March 2017, The Orleans Hotel and Casino exercised an option in its lease agreement to purchase the land for $43.0 million and terminated the existing lease.

Including the items above, total capital spending for 2017 is expected to range between $235 million and $255 million. We fund our capital expenditures through our credit facility and operating cash flows.

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

Other Opportunities
We regularly investigate and pursue additional expansion opportunities in markets where casino gaming is currently permitted. We also pursue expansion opportunities in jurisdictions where casino gaming is not currently permitted in order to be prepared to develop projects upon approval of casino gaming. Such expansions will be affected and determined by several key factors, which may include the following:
 
the outcome of gaming license selection processes;
the approval of gaming in jurisdictions where we have been active but where casino gaming is not currently permitted;
identification of additional suitable investment opportunities in current gaming jurisdictions; and
availability of acceptable financing.
 
Additional projects may require us to make substantial investments or may cause us to incur substantial costs related to the investigation and pursuit of such opportunities, which investments and costs we may fund through cash flow from operations or availability under our Credit Facility. To the extent such sources of funds are not sufficient, we may also seek to raise such additional funds through public or private equity or debt financings or from other sources.

Off Balance Sheet Arrangements
There have been no material changes to our off balance sheet arrangements as defined in Item 303(a)(4)(ii) and described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 23, 2017.

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Critical Accounting Policies
There have been no material changes, other than the adoption of ASU 2017-04, to our critical accounting policies described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the period ended December 31, 2016, as filed with the SEC on February 23, 2017.

Recently Issued Accounting Pronouncements
For information with respect to recent accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 2, Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements, in the notes to the condensed consolidated financial statements (unaudited).

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

The effects of intense competition that exists in the gaming industry.
The risk that our acquisitions and other expansion opportunities divert management’s attention or incur substantial costs, or that we are otherwise unable to develop, profitably manage or successfully integrate the businesses we acquire.
The fact that our 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 risk that any of our projects may not be completed, if at all, on time or within established budgets, or that any project will result in increased earnings to us.
The risk that significant delays, cost overruns, or failures of any of our projects to achieve market acceptance could have a material adverse effect on our business, financial condition and results of operations.
The risk that new gaming licenses or jurisdictions become available (or offer different gaming regulations or taxes) that results in increased competition to us.
The risk that negative industry or economic trends, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth in our business, may result in significant write-downs or impairments in future periods.
The risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines and take other adverse actions against any of our casino operations.
The risk that we may be unable to refinance our respective outstanding indebtedness as it comes due, or that if we do refinance, the terms are not favorable to us.
The effects of the extensive governmental gaming regulation and taxation policies that we are subject to, as well as any changes in laws and regulations, including increased taxes and imposition of smoking bans, which could harm our business.
The effects of federal, state and local laws affecting our business such as the regulation of smoking, the regulation of directors, officers, key employees and partners and regulations affecting business in general.
The effects of extreme weather conditions or natural disasters on our facilities and the geographic areas from which we draw our customers, and our ability to recover insurance proceeds (if any).
The effects of events adversely impacting the economy or the regions from which we draw a significant percentage of our customers, including the effects of the recent economic recession, war, terrorist or similar activity or disasters in, at, or around our properties.
The risk that we fail to adapt our business and amenities to changing customer preferences.
Financial community and rating agency perceptions of us, and the effect of economic, credit and capital market conditions on the economy and the gaming and hotel industry.
The effect of the expansion of legalized gaming in the regions in which we operate.
The risk of failing to maintain the integrity of our information technology infrastructure and our business and customer data.
Our estimated effective income tax rates, estimated tax benefits, and merits of our tax positions.
Risks relating to our realization of our 50% share of any future property tax settlement benefits from Borgata.
Our ability to utilize our net operating loss carryforwards and certain other tax attributes.
The risks relating to owning our equity, including price and volume fluctuations of the stock market that may harm the market price of our common stock and the potential of certain of our stockholders owning large interest in our capital stock to significantly influence our affairs.
Other statements regarding our future operations, financial condition and prospects, and business strategies.

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Additional factors that could cause actual results to differ are discussed in Part I. Item 1A. Risk Factors of our Annual Report on Form 10-K for the period ended December 31, 2016, and in other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.

Item 3.        Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We do not hold any market risk sensitive instruments for trading purposes. Our primary exposure to market risk is interest rate risk, specifically long-term U.S. treasury rates and the applicable spreads in the high-yield investment market, short-term and long-term LIBOR rates, and short-term Eurodollar rates, and their potential impact on our long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed-rate borrowings and short-term borrowings under our Credit Facility. We do not currently utilize derivative financial instruments for trading or speculative purposes.

As of March 31, 2017, our long-term variable-rate borrowings represented approximately 54.0% of total long-term debt. Based on March 31, 2017 debt levels, a 100 basis point change in the Eurodollar rate or the base rate would cause our annual interest costs to change by approximately $17.6 million.

See also "Liquidity and Capital Resources" above.

Item 4.          Controls and Procedures
As of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

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PART II. Other Information

Item 1.        Legal Proceedings
We are parties to various legal proceedings arising in the ordinary course of business. We believe that all pending claims, if adversely decided, would not have a material adverse effect on our business, financial position or results of operations.

Item 1A.    Risk Factors
There were no material changes from the risk factors previously disclosed in Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016.

We encourage investors to review the risks and uncertainties relating to our business disclosed in that Annual Report on Form 10-K, as well as those contained in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Important Information Regarding Forward-Looking Statements.

If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our securities, including our common stock, and senior notes, could decline significantly, and investors could lose all or part of their investment.

This report is qualified in its entirety by these risk factors.





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Item 6.
Exhibits
Exhibit Number
 
Document of Exhibit
 
Method of Filing
2.1
 
Agreement and Plan of Merger entered into as of April 21, 2016, by and among Boyd Gaming Corporation, Boyd TCII Acquisition, LLC, and ALST Casino Holdco, LLC. †
 
Incorporated by reference to Exhibit 2.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
 
 
 
 
 
2.2
 
Membership Interest Purchase Agreement entered into as of April 25, 2016, by and among Boyd Gaming Corporation, The Cannery Hotel and Casino, LLC, Nevada Palace, LLC, and Cannery Casino Resorts, LLC. †
 
Incorporated by reference to Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
 
 
 
 
 
2.3
 
Equity Purchase Agreement entered into as of May 31, 2016, by and among MGM Resorts International, Boyd Atlantic City, Inc., and Boyd Gaming Corporation. †
 
Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed with the SEC on June 2, 2016.
 
 
 
 
 
2.4
 
First amendment to Equity Purchase Agreement entered into as of July 19, 2016, by and among MGM Resorts International, Boyd Atlantic City, Inc., and Boyd Gaming Corporation.
 
Incorporated by reference to Exhibit 2.2 of the Registrant's Current Report on Form 8-K filed with the SEC on August 5, 2016.
 
 
 
 
 
2.5
 
First Amendment to Agreement and Plan of Merger, dated as of September 26, 2016, by and among Boyd Gaming Corporation, Boyd TCII Acquisition, LLC, and ALST Casino Holdco, LLC.
 
Incorporated by reference to Exhibit 2.2 of the Registrant's Current Report on Form 8-K filed with the SEC on September 27, 2016.
 
 
 
 
 
4.1
 
Third Supplemental Indenture dated March 7, 2017 governing the Company's 6.875% senior notes due 2023, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.
 
Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on March 7, 2017.
 
 
 
 
 
4.2
 
Second Supplemental Indenture dated March 7, 2017 governing the Company's 6.375% senior notes due 2026, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.
 
Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on March 7, 2017.
 
 
 
 
 
10.1
 
Amendment No. 2 and Refinancing Amendment dated March 29, 2017, to the Third Amended and Restated Credit Agreement, dated as of August 14, 2013.
 
Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the SEC on March 29, 2017.
 
 
 
 
 
31.1
 
Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act rule 13a-14(a).
 
Filed electronically herewith
 
 
 
 
 
31.2
 
Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act rule 13a-14(a).
 
Filed electronically herewith
 
 
 
 
 
32.1
 
Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350.
 
Filed electronically herewith
 
 
 
 
 
32.2
 
Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350.
 
Filed electronically herewith
 
 
 
 
 
101
 
The following materials from Boyd Gaming Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016, (iii) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2017 and 2016, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, and (vi) Notes to Condensed Consolidated Financial Statements.
 
Filed electronically herewith

† Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 9, 2017.
 
 
 
BOYD GAMING CORPORATION
 
 
 
 
By:
/s/ Anthony D. McDuffie
 
 
Anthony D. McDuffie
 
 
Vice President and Chief Accounting Officer



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