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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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88-0242733
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value of $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Class
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Outstanding as of February 29, 2012
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Common stock, $0.01 par value
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86,588,933 Shares
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ITEM 1.
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Business.
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Las Vegas Locals
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Gold Coast Hotel and Casino
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Las Vegas, Nevada
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The Orleans Hotel and Casino
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Las Vegas, Nevada
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Sam's Town Hotel and Gambling Hall
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Las Vegas, Nevada
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Suncoast Hotel and Casino
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Las Vegas, Nevada
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Eldorado Casino
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Henderson, Nevada
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Jokers Wild Casino
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Henderson, Nevada
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Downtown Las Vegas
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California Hotel and Casino
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Las Vegas, Nevada
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Fremont Hotel and Casino
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Las Vegas, Nevada
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Main Street Station Casino, Brewery and Hotel
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Las Vegas, Nevada
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Midwest and South
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Sam's Town Hotel and Gambling Hall
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Tunica, Mississippi
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IP Casino Resort Spa
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Biloxi, Mississippi
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Par-A-Dice Hotel and Casino
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East Peoria, Illinois
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Blue Chip Casino, Hotel & Spa
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Michigan City, Indiana
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Treasure Chest Casino
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Kenner, Louisiana
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Delta Downs Racetrack Casino & Hotel
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Vinton, Louisiana
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Sam's Town Hotel and Casino
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Shreveport, Louisiana
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Atlantic City
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Borgata Hotel Casino & Spa
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Atlantic City, New Jersey
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On October 4, 2011, we consummated the acquisition of IP pursuant to an Agreement for Purchase and Sale, under which the seller agreed to sell and transfer, and the Company agreed to purchase and assume, certain assets and liabilities related to the IP, on an as-is basis. The net purchase price was $280.6 million. Accordingly, the acquired assets and assumed liabilities of IP are included in our consolidated balance sheet as of December 31, 2011 and the results of its operations and cash flows are reported in our consolidated statements of operations and cash flows from October 4, 2011 through December 31, 2011, reported in our consolidated statements of operations and cash flows, respectively, during the year ended December 31, 2011.
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On October 31, 2011, we announced that we had entered into an agreement with bwin.party digital entertainment plc, the world's largest publicly traded online gaming company. Should Congress legalize online poker in the United States, and subject to regulatory approvals, we would acquire a 10% stake in a new company that would offer online poker to U.S.-based players under bwin.party's brands, including PartyPoker. Separately, we entered into a 15-year agreement to use bwin.party's technology platform and associated services, at favorable rates and costs to us, to offer online poker to U.S. players under a brand we develop.
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On March 24, 2010, as a result of the amendment to our operating agreement with MGM Resorts International (the successor in interest to MGM MIRAGE) ("MGM"), which provided, among other things, for the termination of MGM's participating rights in the operations of Borgata, we effectively obtained control of Borgata. As a result, we have included Borgata in our consolidated balance sheet as of December 31, 2011 and 2010, and its results of operations and cash flows from March 24, 2010 through December 31, 2010 and for the full year ended December 31, 2011 in our consolidated statements of operations and cash flows for the years ended December 31, 2011 and 2010, respectively. Prior period amounts were not restated or recasted as a result of this change.
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Blue Chip opened on January 22, 2009, following completion of an expansion project that added a 22-story hotel, which includes 300 guest rooms, a spa and fitness center, additional meeting and event space, as well as new dining and nightlife venues to the existing property structures.
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In 2008, we established our nationwide branding initiative and loyalty program. Players are able to use their “B Connected” (or, formerly, "Club Coast") cards to earn and redeem points at nearly all of our wholly-owned Boyd Gaming properties in Nevada, Illinois, Indiana, Louisiana and Mississippi.
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The Water Club, a 798-room boutique hotel expansion project at Borgata, opened in June 2008. The expansion includes five swimming pools, a state-of-the-art spa, additional meeting and retail space, and a separate porte-cochere and front desk.
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We began construction on Echelon, our multibillion dollar Las Vegas Strip development project, in the second quarter of 2007. Echelon is located on the former Stardust site, which we closed in November 2006 and demolished in March 2007. In August 2008, due to the difficult environment in the capital markets, as well as weak economic conditions, we announced the delay of our multibillion dollar Echelon development project on the Las Vegas Strip. At that time, we did not anticipate the long-term effects of the current economic downturn, evidenced by lower occupancy rates, declining room rates and reduced consumer spending across the country, but particularly in the Las Vegas geographical area; nor did we predict that the incremental supply becoming available on the Las Vegas Strip would face such depressed demand levels, thereby elongating the time for absorption of this additional supply into the market. As we do not believe that a significant level of economic recovery has occurred along the Las Vegas Strip, or that financing for a development project like Echelon is currently available on terms satisfactory to us, we do not expect to resume construction of Echelon for three to five years.
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In February 2007, we completed our exchange of the Barbary Coast Hotel and Casino and its related 4.2 acres of land for approximately 24 acres located north of and contiguous to our Echelon development project on the Las Vegas Strip in a nonmonetary, tax-free transaction.
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we emphasize slot revenues, the most consistently profitable segment of the gaming industry;
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we have comprehensive marketing and promotion programs;
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six of our Las Vegas properties are well-positioned to capitalize on the Las Vegas locals market;
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our downtown Las Vegas properties focus their marketing programs on, and derive a majority of their revenues from, a unique niche - Hawaiian customers;
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our operations are geographically diversified within the United States;
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we have the ability to expand certain existing properties and make opportunistic and strategic acquisitions; and
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we have an experienced management team.
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Year Opened or Acquired
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Casino Space (Sq. ft.)
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Slot Machines
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Table Games
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Hotel Rooms
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Hotel Occupancy
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Average Daily Rate
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|||||||
Las Vegas Locals
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Gold Coast Hotel and Casino
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2004
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85,500
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1,920
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49
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711
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85
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%
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$
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47
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The Orleans Hotel and Casino
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2004
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133,800
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2,623
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60
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1,885
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89
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%
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$
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52
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Sam's Town Hotel and Gambling Hall
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1979
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126,700
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2,115
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26
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646
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91
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%
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$
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44
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Suncoast Hotel and Casino
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2004
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95,000
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2,035
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34
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426
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86
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%
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$
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63
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Eldorado Casino
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1993
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24,200
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426
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4
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—
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—
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%
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$
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—
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Jokers Wild Casino
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1993
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28,100
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446
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7
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—
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—
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%
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$
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—
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Downtown Las Vegas
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California Hotel and Casino
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1975
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36,000
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1,059
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28
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781
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89
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%
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$
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33
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Fremont Hotel and Casino
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1985
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30,200
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1,054
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24
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447
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87
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%
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$
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37
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Main Street Station Casino, Brewery and Hotel
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1993
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27,000
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859
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19
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406
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91
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%
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$
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37
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Midwest and South
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Mississippi
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Sam's Town Hotel and Gambling Hall
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1994
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66,000
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1,286
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30
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842
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77
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%
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$
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46
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IP Casino Resort Spa
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2011
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70,000
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1,900
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62
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1,100
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81
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%
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$
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82
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Illinois
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Par-A-Dice Hotel Casino
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1996
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26,000
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1,167
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21
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202
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91
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%
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$
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66
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Indiana
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Blue Chip Casino, Hotel & Spa
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1999
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65,000
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1,965
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42
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486
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77
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%
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$
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72
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Louisiana
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Treasure Chest Casino
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1997
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24,000
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980
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36
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—
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—
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%
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$
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—
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Delta Downs Racetrack Casino & Hotel
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2001
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15,000
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1,620
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—
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203
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92
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%
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$
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55
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Sam's Town Hotel and Casino
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2004
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30,000
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1,043
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29
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514
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87
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%
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$
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82
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Total of wholly-owned properties
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882,500
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22,498
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471
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8,649
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Atlantic City, New Jersey
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Borgata Hotel Casino & Spa
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2003
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160,287
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3,475
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184
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2,769
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86
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%
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$
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134
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Total all properties
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1,042,787
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25,973
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655
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11,418
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•
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the factors that contribute to our ongoing success and our ability to be successful in the future;
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our business model, are of focus and strategy for realizing improved results when normalized business volumes return;
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competition, including expansion of gaming into additional markets, the impact of competition on our operations, our ability to respond to such competition, and our expectations regarding continued competition in the markets in which we compete;
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expenses;
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our commitment to having a significant presence on the Las Vegas Strip;
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indebtedness, including Boyd Gaming's and Borgata's ability to refinance or pay amounts outstanding under our respective bank credit facilities and notes when they become due and our compliance with related covenants, and our expectation that we and Borgata will need to refinance all or a portion of our respective indebtedness at or before maturity;
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our expectations with respect to Borgata, including our responsibility and control over day-to-day operations and the managerial resources we expect to devote to effectuate the sale of the MGM Interest;
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our expectation regarding the trends that will affect the gaming industry over the next few years and the impact of these trends on merger and acquisition activity in general;
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our belief that consumer confidence will strengthen as the job market recovers and expands;
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our expectations with respect to the valuation of Borgata's tangible and intangible assets;
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the type of covenants that will be included in any future debt instruments;
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our expectations with respect to continued disruptions in the global capital markets, the effect of such disruptions on consumer confidence and reduced levels of consumer spending and the impact of these trends on our financial results;
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our ability to meet our projected operating and maintenance capital expenditures and the costs associated with our expansion, renovations and development of new projects;
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our ability to pay dividends or to pay any specific rate of dividends, and our expectations with respect to the receipt of dividends from Borgata;
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our commitment to finding opportunities to strengthen our balance sheet and to operate more efficiently;
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our intention to pursue acquisition opportunities that are a good fit for our business, deliver a solid return for shareholders, and are available at the right price;
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our intention to fund purchases made under our share repurchase program, if any, with existing cash resources and availability under our Amended Credit Facility;
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Adjusted EBITDA, Adjusted Earnings (Loss) and Adjusted Earnings Per Share and their usefulness as measures of operating performance or valuation;
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our expectations for capital improvement projects with respect to IP;
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the impact of new accounting pronouncements on our consolidated financial statements;
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that our Amended Credit Facility and Borgata's credit facility and our respective cash flows from operating activities will be sufficient to meet our respective projected operating and maintenance capital expenditures for the next twelve months;
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our market risk exposure and efforts to minimize risk;
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the timing of the delay of construction at Echelon, when, or if, construction will recommence, the effect that such delay will have on our business, operations or financial condition, our expectations as to the costs associated with wind-down procedures and delays related to the project as well as the value of capitalized costs and recurring costs we expect to incur in the future, and our belief that financing for a development project like Echelon continues to be unavailable;
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expansion, development, investment and renovation plans, including the scope of such plans, expected costs, financing (including sources thereof and our expectation that long-term debt will substantially increase in connection with such projects), timing and the ability to achieve market acceptance;
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our belief that, except for the Copeland matter (as discussed below), all pending claims, if adversely decided, will not have a material adverse effect on our business, financial position or results of operations;
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that margin improvements will remain a driver of profit growth for us going-forward;
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our belief that the risks to our business associated with USCG inspection should not change by reason of inspection by American Bureau of Shipping Consulting ABSC.
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development opportunities in existing or new jurisdictions and our ability to successfully take advantage of such opportunities;
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regulations, including anticipated taxes, tax credits or tax refunds expected, and the ability to receive and maintain necessary approvals for our projects;
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our expectation that Congress legalizes online gaming in the United States;
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our asset impairment analyses and our intangible asset and goodwill impairment tests;
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the resolution of our pending litigation, including the litigation involving Treasure Chest casino;
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our relationship with LVE including, without limitation, our mutual agreement to not initiate litigation, the monthly periodic fee and our option to purchase LVE's assets;
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the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotel and casinos;
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the outcome of various tax audits and assessments, including our appeals thereof, timing of resolution of such audits, our estimates as to the amount of taxes that will ultimately be owed and the impact of these audits on our consolidated financial statements;
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our overall outlook, including all statements under the heading
Overall Outlook
in Part II, Item 7,
Management's Discussion and Analysis of Financial Condition and Results of Operations
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our ability to receive insurance reimbursement and our estimates of self-insurance accruals and future liability;
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that operating results for previous periods are not necessarily indicative of future performance;
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that estimates and assumptions made in the preparation of financial statements in conformity with U.S. GAAP may differ from actual results;
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our belief that recently issued accounting pronouncements discussed in this Annual Report on Form 10-K will not have a material impact on our financial statements.
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our expectations with respect to qualification of the Echelon development project for LEED Silver Standard (or equivalent) certification;
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our estimates as to the effect of any changes in our Consolidated EBITDA on our ability to remain in compliance with certain Amended Credit Facility covenants; and
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expectations, plans, beliefs, hopes or intentions regarding the future.
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The effects of intense competition that exists in the gaming industry.
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The economic downturn and its effect on consumer spending.
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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, including:
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design, construction, regulatory, environmental and operating problems and lack of demand for our projects;
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delays and significant cost increases, shortages of materials, shortages of skilled labor or work stoppages;
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poor performance or nonperformance of any of our partners or other third parties upon whom we are relying in connection with any of our projects;
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construction scheduling, engineering, environmental, permitting, construction or geological problems, weather interference, floods, fires or other casualty losses;
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failure by us, our partners, or Borgata to obtain financing on acceptable terms, or at all; and
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failure to obtain necessary government or other approvals on time, or at all.
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The risk that our ongoing suspension of construction at Echelon may result in adverse effects on our business, results of operations or financial condition or other resulting liabilities.
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The risk that USCG may not continue to allow in-place underwater inspections of our riverboats.
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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.
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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.
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The risk that our projects may not help us compete with new or increased competition in our markets.
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The risk that new gaming licenses or jurisdictions become available (or offer different gaming regulations or taxes) that results in increased competition to us.
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The risk associated with owning real property, including environmental regulation and uncertainties with respect to environmental expenditures and liabilities;
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The risk associated with challenges to legalized gaming in existing or current markets;
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The risk that the actual fair value for assets acquired and liabilities assumed from any of our acquisitions differ materially from our preliminary estimates.
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The risk that negative industry or economic trends, including the market price of our common stock trading below its book value, 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.
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The risks associated with growth and acquisitions, including our ability to identify, acquire, develop or profitably manage additional companies or operations or successfully integrate such companies or operations into our existing operations without substantial costs, delays or other problems.
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The risk that we may not receive gaming or other necessary licenses for new projects or 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.
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Our inability to select the new joint venture partner for Borgata and the possibility that a new operating agreement will be entered into with the new venture partner, which could result in changes to Borgata's ongoing operations.
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The risk that we may be unable to finance our expansion, development, investment and renovation projects, including cost overruns on any particular project, as well as other capital expenditures through cash flow, borrowings under our Amended Credit Facility or Borgata's bank credit facility, as amended, and additional financings, which could jeopardize our expansion, development, investment and renovation efforts.
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The risk that we or Borgata may be unable to refinance our respective outstanding indebtedness as it comes due, or that if we or Borgata do refinance, the terms are not favorable to us or them.
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Risks associated with our ability to comply with the Total Leverage, Secured Leverage and Interest Coverage ratios as defined in our Amended Credit Facility, and the risks associated with Borgata's ability to comply with the minimum consolidated EBITDA and minimum liquidity covenants in its bank credit facility, as amended;
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The risk that we ultimately may not be successful in dismissing the action filed against Treasure Chest and may lose our ability to operate that property, which result could adversely affect our business, financial condition and results of operations.
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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, which could harm our business.
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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).
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The risks relating to mechanical failure and regulatory compliance at any of our facilities.
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The risk that the instability in the financial condition of our lenders could have a negative impact on our Amended Credit Facility and Borgata's bank credit facility, as amended.
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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 current economic recession, war, terrorist or similar activity or disasters in, at, or around our properties.
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The effects of energy price increases on our cost of operations and our revenues.
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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.
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The effect of the expansion of legalized gaming in the mid-Atlantic region.
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Borgata's expected liabilities under the multiemployer pensions in which it operates.
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delays and significant cost increases;
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shortages of materials;
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shortages of skilled labor or work stoppages;
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poor performance or nonperformance by any of our joint venture partners or other third parties on whom we place reliance;
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unforeseen construction scheduling, engineering, environmental, permitting, construction or geological problems;
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weather interference, floods, fires or other casualty losses.
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difficulty in satisfying our obligations under our current indebtedness;
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increasing our vulnerability to general adverse economic and industry conditions;
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requiring us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, which would reduce the availability of our cash flows to fund working capital, capital expenditures, expansion efforts and other general corporate purposes;
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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placing us at a disadvantage compared to our competitors that have less debt; and
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limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.
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incur additional debt, including providing guarantees or credit support;
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incur liens securing indebtedness or other obligations;
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dispose of assets;
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make certain acquisitions;
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•
|
pay dividends or make distributions and make other restricted payments;
|
•
|
enter into sale and leaseback transactions;
|
•
|
engage in any new businesses; and
|
•
|
enter into transactions with our stockholders and our affiliates.
|
•
|
require the maintenance of a minimum consolidated interest coverage ratio;
|
•
|
establish a maximum permitted consolidated total leverage ratio;
|
•
|
establish a maximum permitted secured leverage ratio;
|
•
|
impose limitations on the incurrence of indebtedness;
|
•
|
impose limitations on transfers, sales and other dispositions; and
|
•
|
impose restrictions on investments, dividends and certain other payments.
|
•
|
incur additional debt;
|
•
|
pay dividends and make other distributions;
|
•
|
create liens;
|
•
|
enter into transactions with affiliates;
|
•
|
merge or consolidate; and
|
•
|
engage in unrelated business activities.
|
•
|
|
•
|
actual or anticipated fluctuations in our results of operations;
|
•
|
announcements of significant acquisitions or other agreements by us or by our competitors;
|
•
|
our sale of common stock or other securities in the future;
|
•
|
trading volume of our common stock;
|
•
|
conditions and trends in the gaming and destination entertainment industries;
|
•
|
changes in the estimation of the future size and growth of our markets; and
|
•
|
general economic conditions, including, without limitation, changes in the cost of fuel and air travel.
|
ITEM 1B.
|
Unresolved Staff Comments.
|
ITEM 2.
|
Properties.
|
•
|
The Orleans, located on 77 acres of leased land.
|
•
|
Suncoast, located on 49 acres of leased land.
|
•
|
California, located on 13.9 acres of owned land and 1.6 acres of leased land.
|
•
|
Fremont, located on 1.4 acres of owned land and 0.9 acres of leased land.
|
•
|
IP Casino Resort Spa, located on 24 acres of owned land and 3.9 acres of leased land.
|
•
|
Treasure Chest, located on 14 acres of leased land.
|
•
|
Sam's Town Shreveport, located on 18 acres of leased land.
|
•
|
Borgata, located on 26 acres of owned land and 19.6 acres of leased land.
|
ITEM 3.
|
Legal Proceedings.
|
ITEM 4A.
|
Executive Officers of the Registrant.
|
Name
|
|
Age
|
|
Position
|
Paul J. Chakmak
|
|
47
|
|
Executive Vice President and Chief Operating Officer
|
Brian A. Larson
|
|
56
|
|
Executive Vice President, Secretary and General Counsel
|
Josh Hirsberg
|
|
50
|
|
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
Ellie J. Bowdish
|
|
44
|
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
ITEM 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2011
|
|
|
|
||||
First Quarter
|
$
|
12.42
|
|
|
$
|
9.00
|
|
Second Quarter
|
10.26
|
|
|
7.73
|
|
||
Third Quarter
|
9.64
|
|
|
4.90
|
|
||
Fourth Quarter
|
7.63
|
|
|
4.48
|
|
||
Year Ended December 31, 2010
|
|
|
|
||||
First Quarter
|
10.11
|
|
|
7.49
|
|
||
Second Quarter
|
13.78
|
|
|
8.49
|
|
||
Third Quarter
|
9.03
|
|
|
6.80
|
|
||
Fourth Quarter
|
10.60
|
|
|
7.24
|
|
|
Indexed Returns
|
||||||||||
|
Boyd Gaming Corp.
|
|
S&P 400
|
|
Peer Group
|
||||||
December 2007
|
$
|
76.25
|
|
|
$
|
107.98
|
|
|
$
|
75.57
|
|
December 2008
|
10.73
|
|
|
68.86
|
|
|
23.43
|
|
|||
December 2009
|
18.99
|
|
|
94.60
|
|
|
36.98
|
|
|||
December 2010
|
24.06
|
|
|
119.80
|
|
|
46.73
|
|
|||
December 2011
|
16.93
|
|
|
117.72
|
|
|
40.08
|
|
ITEM 6.
|
Selected Financial Data.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
$
|
1,986,644
|
|
|
$
|
1,812,487
|
|
|
$
|
1,372,091
|
|
|
$
|
1,477,476
|
|
|
$
|
1,666,422
|
|
Food and beverage
|
388,148
|
|
|
347,588
|
|
|
229,374
|
|
|
251,854
|
|
|
273,036
|
|
|||||
Room
|
246,209
|
|
|
211,046
|
|
|
122,305
|
|
|
140,651
|
|
|
153,691
|
|
|||||
Other
|
135,176
|
|
|
123,603
|
|
|
100,396
|
|
|
117,574
|
|
|
128,870
|
|
|||||
Gross Revenue
|
$
|
2,756,177
|
|
|
$
|
2,494,724
|
|
|
$
|
1,824,166
|
|
|
$
|
1,987,555
|
|
|
$
|
2,222,019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
$
|
233,104
|
|
|
$
|
189,359
|
|
|
$
|
156,193
|
|
|
$
|
(153,429
|
)
|
|
$
|
354,232
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
(6,278
|
)
|
|
$
|
20,486
|
|
|
$
|
5,317
|
|
|
$
|
(249,536
|
)
|
|
$
|
184,935
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income taxes
|
$
|
(1,721
|
)
|
|
$
|
(8,236
|
)
|
|
$
|
(1,076
|
)
|
|
$
|
26,531
|
|
|
$
|
(64,027
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
182,127
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling interests
|
$
|
4,145
|
|
|
$
|
(1,940
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) attributable to Boyd Gaming Corporation
|
$
|
(3,854
|
)
|
|
$
|
10,310
|
|
|
$
|
4,241
|
|
|
$
|
(223,005
|
)
|
|
$
|
303,035
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income (loss) per share from continuing operations
|
$
|
(0.04
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
|
$
|
(2.54
|
)
|
|
$
|
1.38
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.08
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income (loss) per share from continuing operations
|
$
|
(0.04
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
|
$
|
(2.54
|
)
|
|
$
|
1.36
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income per share from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.06
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
178,756
|
|
|
$
|
145,623
|
|
|
$
|
93,202
|
|
|
$
|
98,152
|
|
|
$
|
165,701
|
|
Total assets
|
5,883,054
|
|
|
5,656,861
|
|
|
4,459,957
|
|
|
4,605,427
|
|
|
4,487,596
|
|
|||||
Long-term debt, net of current maturities
|
3,347,226
|
|
|
3,193,065
|
|
|
2,576,911
|
|
|
2,647,058
|
|
|
2,265,929
|
|
|||||
Total stockholders' equity
|
1,374,079
|
|
|
1,361,369
|
|
|
1,156,369
|
|
|
1,143,522
|
|
|
1,385,406
|
|
•
|
On October 4, 2011, we consummated the acquisition of IP pursuant to an Agreement for Purchase and Sale, under which the seller agreed to sell and transfer, and the Company agreed to purchase and assume, certain assets and liabilities related
|
•
|
On October 31, 2011, we announced that we had entered into an agreement with bwin.party digital entertainment plc, the world's largest publicly traded online gaming company. Should Congress legalize online poker in the United States, and subject to regulatory approvals, we would acquire a 10% stake in a new company that would offer online poker to U.S.-based players under bwin.party's brands, including PartyPoker. Separately, we entered into a 15-year agreement to use bwin.party's technology platform and associated services, at favorable rates and costs to us, to offer online poker to U.S. players under a brand we develop.
|
•
|
On March 24, 2010, as a result of the amendment to our operating agreement with MGM Resorts International (the successor in interest to MGM MIRAGE) ("MGM"), which provided, among other things, for the termination of MGM's participating rights in the operations of Borgata, we effectively obtained control of Borgata. As a result, we have included Borgata in our consolidated balance sheet as of December 31, 2011 and 2010, and its results of operations and cash flows from March 24, 2010 through December 31, 2010 and for the full year ended December 31, 2011 in our consolidated statements of operations and cash flows for the years ended December 31, 2011 and 2010, respectively. Prior period amounts were not restated or recasted as a result of this change.
|
•
|
Blue Chip opened on January 22, 2009, following completion of an expansion project that added a 22-story hotel, which includes 300 guest rooms, a spa and fitness center, additional meeting and event space, as well as new dining and nightlife venues to the existing property structures.
|
•
|
In 2008, we established our nationwide branding initiative and loyalty program. Players are able to use their “B Connected” (or, formerly, "Club Coast") cards to earn and redeem points at nearly all of our wholly-owned Boyd Gaming properties in Nevada, Illinois, Indiana, Louisiana and Mississippi.
|
•
|
The Water Club, a 798-room boutique hotel expansion project at Borgata, opened in June 2008. The expansion includes five swimming pools, a state-of-the-art spa, additional meeting and retail space, and a separate porte-cochere and front desk.
|
•
|
We began construction on Echelon, our multibillion dollar Las Vegas Strip development project, in the second quarter of 2007. Echelon is located on the former Stardust site, which we closed in November 2006 and demolished in March 2007. In August 2008, due to the difficult environment in the capital markets, as well as weak economic conditions, we announced the delay of our multibillion dollar Echelon development project on the Las Vegas Strip. At that time, we did not anticipate the long-term effects of the current economic downturn, evidenced by lower occupancy rates, declining room rates and reduced consumer spending across the country, but particularly in the Las Vegas geographical area; nor did we predict that the incremental supply becoming available on the Las Vegas Strip would face such depressed demand levels, thereby elongating the time for absorption of this additional supply into the market. As we do not believe that a significant level of economic recovery has occurred along the Las Vegas Strip, or that financing for a development project like Echelon is currently available on terms satisfactory to us, we do not expect to resume construction of Echelon for three to five years.
|
•
|
In February 2007, we completed our exchange of the Barbary Coast Hotel and Casino and its related 4.2 acres of land for approximately 24 acres located north of and contiguous to our Echelon development project on the Las Vegas Strip in a nonmonetary, tax-free transaction. The results of Barbary Coast were classified as discontinued operations during the year ended
December 31, 2007
.
|
ITEM 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
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
|
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
|
|
|
Sam's Town Hotel and Gambling Hall
|
|
Tunica, Mississippi
|
IP Casino Resort Spa
|
|
Biloxi, Mississippi
|
Par-A-Dice Hotel and Casino
|
|
East Peoria, Illinois
|
Blue Chip Casino, Hotel & Spa
|
|
Michigan City, Indiana
|
Treasure Chest Casino
|
|
Kenner, Louisiana
|
Delta Downs Racetrack Casino & Hotel
|
|
Vinton, Louisiana
|
Sam's Town Hotel and Casino
|
|
Shreveport, Louisiana
|
|
|
|
Atlantic City
|
|
|
Borgata Hotel Casino & Spa
|
|
Atlantic City, New Jersey
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2010
|
|
2009
|
|
2009
|
||||||||||
|
|
|
Actual
|
|
Pro Forma
|
|
Actual
|
|
Pro Forma
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net revenues
|
$
|
2,336,238
|
|
|
$
|
2,140,899
|
|
|
$
|
2,299,188
|
|
|
$
|
1,640,986
|
|
|
$
|
2,418,394
|
|
Operating income
|
233,104
|
|
|
189,359
|
|
|
197,504
|
|
|
156,193
|
|
|
229,616
|
|
|||||
Net income (loss) attributable to Boyd Gaming Corporation
|
(3,854
|
)
|
|
10,310
|
|
|
10,310
|
|
|
4,241
|
|
|
4,241
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2010
|
|
2009
|
|
2009
|
||||||||||
|
|
|
Actual
|
|
Pro Forma
|
|
Actual
|
|
Pro Forma
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
$
|
1,986,644
|
|
|
$
|
1,812,487
|
|
|
$
|
1,950,318
|
|
|
$
|
1,372,091
|
|
|
$
|
2,063,519
|
|
Food and beverage
|
388,148
|
|
|
347,588
|
|
|
378,806
|
|
|
229,374
|
|
|
372,784
|
|
|||||
Room
|
246,209
|
|
|
211,046
|
|
|
235,200
|
|
|
122,305
|
|
|
235,448
|
|
|||||
Other
|
135,176
|
|
|
123,603
|
|
|
132,782
|
|
|
100,396
|
|
|
143,016
|
|
|||||
Gross revenues
|
2,756,177
|
|
|
2,494,724
|
|
|
2,697,106
|
|
|
1,824,166
|
|
|
2,814,767
|
|
|||||
Less promotional allowances
|
419,939
|
|
|
353,825
|
|
|
397,918
|
|
|
183,180
|
|
|
396,373
|
|
|||||
Net revenues
|
$
|
2,336,238
|
|
|
$
|
2,140,899
|
|
|
$
|
2,299,188
|
|
|
$
|
1,640,986
|
|
|
$
|
2,418,394
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
$
|
924,451
|
|
|
$
|
859,818
|
|
|
$
|
919,679
|
|
|
$
|
664,739
|
|
|
$
|
945,359
|
|
Food and beverage
|
200,165
|
|
|
180,840
|
|
|
194,340
|
|
|
125,830
|
|
|
190,047
|
|
|||||
Room
|
56,111
|
|
|
49,323
|
|
|
51,508
|
|
|
39,655
|
|
|
51,595
|
|
|||||
Other
|
108,907
|
|
|
99,458
|
|
|
106,585
|
|
|
77,840
|
|
|
112,748
|
|
|||||
|
$
|
1,289,634
|
|
|
$
|
1,189,439
|
|
|
$
|
1,272,112
|
|
|
$
|
908,064
|
|
|
$
|
1,299,749
|
|
MARGINS
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
53.47
|
%
|
|
52.56
|
%
|
|
52.84
|
%
|
|
51.55
|
%
|
|
54.19
|
%
|
|||||
Food and beverage
|
48.43
|
%
|
|
47.97
|
%
|
|
48.70
|
%
|
|
45.14
|
%
|
|
49.02
|
%
|
|||||
Room
|
77.21
|
%
|
|
76.63
|
%
|
|
78.10
|
%
|
|
67.58
|
%
|
|
78.09
|
%
|
|||||
Other
|
19.43
|
%
|
|
19.53
|
%
|
|
19.73
|
%
|
|
22.47
|
%
|
|
21.16
|
%
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2011
|
|
2010
|
|
2010
|
|
2009
|
||||||||
|
|
|
|
Actual
|
|
Pro Forma
|
|
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
||||||||
Las Vegas Locals
|
|
$
|
604,965
|
|
|
$
|
607,366
|
|
|
$
|
607,366
|
|
|
$
|
641,941
|
|
Downtown Las Vegas
|
|
224,251
|
|
|
218,222
|
|
|
218,222
|
|
|
229,149
|
|
||||
Midwest and South
|
|
771,354
|
|
|
728,767
|
|
|
728,767
|
|
|
762,336
|
|
||||
Atlantic City
|
|
730,274
|
|
|
580,140
|
|
|
738,429
|
|
|
—
|
|
||||
Reportable segment net revenues
|
|
2,330,844
|
|
|
2,134,495
|
|
|
2,292,784
|
|
|
1,633,426
|
|
||||
Other
|
|
5,394
|
|
|
6,404
|
|
|
6,404
|
|
|
7,560
|
|
||||
Net revenues
|
|
$
|
2,336,238
|
|
|
$
|
2,140,899
|
|
|
$
|
2,299,188
|
|
|
$
|
1,640,986
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
||||||||
Las Vegas Locals
|
|
$
|
145,848
|
|
|
$
|
137,464
|
|
|
$
|
137,464
|
|
|
$
|
155,336
|
|
Downtown Las Vegas
|
|
35,214
|
|
|
34,227
|
|
|
34,227
|
|
|
46,102
|
|
||||
Midwest and South
|
|
167,101
|
|
|
143,699
|
|
|
143,699
|
|
|
165,534
|
|
||||
Wholly-owned Adjusted EBITDA
|
|
348,163
|
|
|
315,390
|
|
|
315,390
|
|
|
366,972
|
|
||||
Atlantic City
|
|
158,126
|
|
|
136,278
|
|
|
169,393
|
|
|
—
|
|
||||
Our share of Borgata's operating income before net amortization, preopening and other items
|
|
—
|
|
|
8,146
|
|
|
—
|
|
|
59,470
|
|
||||
Adjusted EBITDA
|
|
$
|
506,289
|
|
|
$
|
459,814
|
|
|
$
|
484,783
|
|
|
$
|
426,442
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2010
|
|
2009
|
|
2009
|
||||||||||
|
|
|
Actual
|
|
Pro Forma
|
|
Actual
|
|
Pro Forma
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Selling, general and administrative
|
$
|
394,991
|
|
|
$
|
369,217
|
|
|
$
|
398,198
|
|
|
$
|
284,937
|
|
|
$
|
413,101
|
|
Maintenance and utilities
|
153,512
|
|
|
140,722
|
|
|
154,244
|
|
|
92,296
|
|
|
152,196
|
|
|||||
Depreciation and amortization
|
195,343
|
|
|
199,275
|
|
|
216,029
|
|
|
164,427
|
|
|
244,444
|
|
|||||
Corporate expense
|
48,962
|
|
|
48,861
|
|
|
48,861
|
|
|
47,617
|
|
|
47,617
|
|
|||||
Preopening expense
|
6,634
|
|
|
7,459
|
|
|
7,459
|
|
|
17,798
|
|
|
18,497
|
|
|||||
Other operating charges, net
|
14,058
|
|
|
4,713
|
|
|
4,781
|
|
|
41,780
|
|
|
13,174
|
|
|
Year Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Asset impairments and write-downs
|
$
|
6,741
|
|
|
$
|
736
|
|
Acquisition related expenses
|
6,375
|
|
|
3,977
|
|
||
Flood expenses, net of recoveries
|
1,428
|
|
|
—
|
|
||
Measurement period adjustments
|
(486
|
)
|
|
—
|
|
||
Other operating charges, net
|
$
|
14,058
|
|
|
$
|
4,713
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
|
2011
|
|
2010
|
|
2010
|
|
2009
|
||||||||
|
|
|
|
|
Actual
|
|
Pro Forma
|
|
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
Interest Expense, net
|
|
|
|
|
|
|
|
|
|
||||||||
Boyd Gaming Corporation
|
|
|
$
|
152,618
|
|
|
$
|
119,310
|
|
|
$
|
119,310
|
|
|
$
|
146,824
|
|
Borgata
|
|
|
81,314
|
|
|
45,139
|
|
|
50,199
|
|
|
—
|
|
||||
Variable interest entity
|
|
|
16,753
|
|
|
16,104
|
|
|
16,104
|
|
|
—
|
|
||||
|
|
|
$
|
250,685
|
|
|
$
|
180,553
|
|
|
$
|
185,613
|
|
|
$
|
146,824
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average Long-Term Debt Balance
|
|
|
|
|
|
|
|
|
|
||||||||
Boyd Gaming Corporation
|
|
|
$
|
2,447,557
|
|
|
$
|
2,467,303
|
|
|
$
|
2,467,303
|
|
|
$
|
2,611,985
|
|
Borgata
|
|
|
$
|
822,589
|
|
|
$
|
706,102
|
|
|
$
|
706,102
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Interest Rates
|
|
|
|
|
|
|
|
|
|
||||||||
Boyd Gaming Corporation
|
|
|
6.2
|
%
|
|
4.8
|
%
|
|
4.8
|
%
|
|
5.6
|
%
|
||||
Borgata
|
|
|
9.9
|
%
|
|
6.4
|
%
|
|
7.1
|
%
|
|
N/A
|
Preopening expenses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other operating charges, net
|
0.02
|
|
|
—
|
|
|
(0.17
|
)
|
|||
Accelerated amortization on deferred loan fees
|
0.01
|
|
|
0.02
|
|
|
—
|
|
|||
Valuation adjustments related to consolidation, net
|
0.06
|
|
|
—
|
|
|
—
|
|
|||
Gain on early retirements of debt, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Our share of Borgata's other operating charges, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total adjustments
|
0.16
|
|
|
—
|
|
|
0.48
|
|
|||
|
|
|
|
|
|
||||||
Income tax effect for above adjustments
|
(0.06
|
)
|
|
0.01
|
|
|
(0.16
|
)
|
|||
Impact on noncontrolling interests
|
(0.05
|
)
|
|
(0.01
|
)
|
|
—
|
|
|||
Adjusted earnings per share
|
$
|
0.01
|
|
|
$
|
0.12
|
|
|
$
|
0.37
|
|
|
|
December 31,
|
||||||
|
|
2011
|
|
2010
|
||||
|
|
(In thousands)
|
||||||
Cash balance:
|
|
|
|
|
||||
Boyd Gaming Corporation
|
|
$
|
132,494
|
|
|
$
|
103,193
|
|
Borgata
|
|
$
|
46,224
|
|
|
$
|
42,099
|
|
|
|
|
|
|
||||
Working capital surplus (deficit):
|
|
|
|
|
||||
Boyd Gaming Corporation
|
|
$
|
(91,935
|
)
|
|
$
|
(68,022
|
)
|
Borgata
|
|
$
|
(8,467
|
)
|
|
$
|
(19,489
|
)
|
|
December 31, 2011
|
||||||||||||||
|
Outstanding Principal
|
|
Unamortized Discount
|
|
Unamortized Origination Fees
|
|
Long-Term Debt, Net
|
||||||||
|
(In thousands)
|
||||||||||||||
Boyd Gaming Corporation Debt:
|
|
|
|
|
|
|
|
||||||||
Bank credit facility
|
$
|
1,632,750
|
|
|
$
|
(4,318
|
)
|
|
$
|
(6,717
|
)
|
|
$
|
1,621,715
|
|
9.125% senior notes due 2018
|
500,000
|
|
|
—
|
|
|
(8,556
|
)
|
|
491,444
|
|
||||
6.75% senior subordinated notes due 2014
|
215,668
|
|
|
—
|
|
|
—
|
|
|
215,668
|
|
||||
7.125% senior subordinated notes due 2016
|
240,750
|
|
|
—
|
|
|
—
|
|
|
240,750
|
|
||||
Other
|
11,071
|
|
|
—
|
|
|
—
|
|
|
11,071
|
|
||||
|
$
|
2,600,239
|
|
|
$
|
(4,318
|
)
|
|
$
|
(15,273
|
)
|
|
$
|
2,580,648
|
|
|
|
|
|
|
|
|
|
||||||||
Borgata Debt:
|
|
|
|
|
|
|
|
||||||||
Bank credit facility
|
40,200
|
|
|
—
|
|
|
—
|
|
|
40,200
|
|
||||
9.50% senior secured notes due 2015
|
398,000
|
|
|
(3,271
|
)
|
|
(7,680
|
)
|
|
387,049
|
|
||||
9.875% senior secured notes due 2018
|
393,500
|
|
|
(2,366
|
)
|
|
(8,575
|
)
|
|
382,559
|
|
||||
|
$
|
831,700
|
|
|
$
|
(5,637
|
)
|
|
$
|
(16,255
|
)
|
|
$
|
809,808
|
|
Less current maturities
|
43,230
|
|
|
—
|
|
|
—
|
|
|
43,230
|
|
||||
Long-term debt, net
|
$
|
3,388,709
|
|
|
$
|
(9,955
|
)
|
|
$
|
(31,528
|
)
|
|
$
|
3,347,226
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
||||||||||||||
|
Outstanding Principal
|
|
Unamortized Discount
|
|
Unamortized Origination Fees
|
|
Long-Term Debt, Net
|
||||||||
|
(In thousands)
|
||||||||||||||
Boyd Gaming Corporation Debt:
|
|
|
|
|
|
|
|
||||||||
Bank credit facility
|
$
|
1,425,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,425,000
|
|
9.125% senior notes due 2018
|
500,000
|
|
|
—
|
|
|
(9,794
|
)
|
|
490,206
|
|
||||
6.75% senior subordinated notes due 2014
|
215,668
|
|
|
—
|
|
|
—
|
|
|
215,668
|
|
||||
7.125% senior subordinated notes due 2016
|
240,750
|
|
|
—
|
|
|
—
|
|
|
240,750
|
|
||||
Other
|
11,761
|
|
|
—
|
|
|
—
|
|
|
11,761
|
|
||||
|
$
|
2,393,179
|
|
|
$
|
—
|
|
|
$
|
(9,794
|
)
|
|
$
|
2,383,385
|
|
|
|
|
|
|
|
|
|
||||||||
Borgata Debt:
|
|
|
|
|
|
|
|
||||||||
Bank credit facility
|
60,900
|
|
|
—
|
|
|
—
|
|
|
60,900
|
|
||||
9.50% senior secured notes due 2015
|
400,000
|
|
|
(3,969
|
)
|
|
(9,319
|
)
|
|
386,712
|
|
||||
9.875% senior secured notes due 2018
|
400,000
|
|
|
(2,648
|
)
|
|
(9,594
|
)
|
|
387,758
|
|
||||
|
$
|
860,900
|
|
|
$
|
(6,617
|
)
|
|
$
|
(18,913
|
)
|
|
$
|
835,370
|
|
Less current maturities
|
25,690
|
|
|
|
|
|
|
25,690
|
|
||||||
Long-term debt, net
|
$
|
3,228,389
|
|
|
$
|
(6,617
|
)
|
|
$
|
(28,707
|
)
|
|
$
|
3,193,065
|
|
|
|
December 31,
|
||||||
|
|
2011
|
|
2010
|
||||
|
|
(In thousands)
|
||||||
Extended Revolving Facility
|
|
$
|
807,000
|
|
|
$
|
597,636
|
|
Non-Extended Revolving Facility
|
|
—
|
|
|
327,364
|
|
||
Initial Term Loan
|
|
475,000
|
|
|
500,000
|
|
||
Incremental Term Loan
|
|
338,965
|
|
|
—
|
|
||
Swing Loan
|
|
750
|
|
|
—
|
|
||
|
|
$
|
1,621,715
|
|
|
$
|
1,425,000
|
|
|
|
|
|
|
|
Maximum Total
|
For the Trailing Four Quarters Ending
|
Leverage Ratio
|
December 31, 2010 through and including December 31, 2011
|
7.75 to 1.00
|
March 31, 2012 through and including September 30, 2012
|
7.50 to 1.00
|
December 31, 2012 and March 31, 2013
|
7.25 to 1.00
|
June 30, 2013
|
7.00 to 1.00
|
September 30, 2013 and December 31, 2013
|
6.75 to 1.00
|
March 31, 2014
|
6.50 to 1.00
|
June 30, 2014
|
6.25 to 1.00
|
September 30, 2014
|
6.00 to 1.00
|
December 31, 2014
|
5.75 to 1.00
|
March 31, 2015 and thereafter
|
5.50 to 1.00
|
|
Minimum Secured
|
For the Trailing Four Quarters Ending
|
Leverage Ratio
|
December 31, 2010 through and including March 31, 2012
|
4.50 to 1.00
|
June 30, 2012 and September 30, 2012
|
4.25 to 1.00
|
December 31, 2012 and March 31, 2013
|
4.00 to 1.00
|
June 30, 2013 and September 30, 2013
|
3.75 to 1.00
|
December 31, 2013 and March 31, 2014
|
3.50 to 1.00
|
June 30, 2014 and thereafter
|
3.25 to 1.00
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
253,510
|
|
|
$
|
269,391
|
|
|
$
|
241,963
|
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
||||||||
Capital expenditures
|
(87,224
|
)
|
|
(75,958
|
)
|
|
(157,557
|
)
|
|||
Cash paid for acquisitions, net of cash received
|
(278,456
|
)
|
|
—
|
|
|
—
|
|
|||
Cash paid to acquire development agreement
|
(24,450
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash effect upon change in controlling interest of Borgata
|
—
|
|
|
26,025
|
|
|
—
|
|
|||
Net cash effect upon consolidation of variable interest entity
|
—
|
|
|
41
|
|
|
—
|
|
|||
Net additional cash paid for Dania Jai-Alai
|
—
|
|
|
—
|
|
|
(9,375
|
)
|
|||
Decrease in restricted investments
|
26,801
|
|
|
(1,131
|
)
|
|
—
|
|
|||
Other investing activities
|
542
|
|
|
2,146
|
|
|
1,804
|
|
|||
Net cash used in investing activities
|
(362,787
|
)
|
|
(48,877
|
)
|
|
(165,128
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
||||||||
Borrowings under bank credit facility
|
391,329
|
|
|
758,774
|
|
|
656,440
|
|
|||
Payments under bank credit facility
|
(183,579
|
)
|
|
(1,250,674
|
)
|
|
(620,655
|
)
|
|||
Borrowings under Borgata bank credit facility
|
741,300
|
|
|
533,673
|
|
|
—
|
|
|||
Payments under Borgata bank credit facility
|
(762,000
|
)
|
|
(1,105,062
|
)
|
|
—
|
|
|||
Proceeds from issuance of senior secured notes
|
—
|
|
|
490,000
|
|
|
—
|
|
|||
Proceeds from issuance of Borgata senior secured notes
|
—
|
|
|
773,176
|
|
|
—
|
|
|||
Debt financing costs, net
|
(15,374
|
)
|
|
(27,057
|
)
|
|
(932
|
)
|
|||
Payments on retirements of long-term debt
|
(8,198
|
)
|
|
(187,693
|
)
|
|
(89,482
|
)
|
|||
Payments under note payable
|
—
|
|
|
(46,875
|
)
|
|
(18,750
|
)
|
|||
Payments under notes payable by variable interest entity
|
(27,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from variable interest entity's issuance of debt
|
7,199
|
|
|
18,091
|
|
|
—
|
|
|||
Payments on loans to members of variable interest entity
|
(592
|
)
|
|
(1,194
|
)
|
|
—
|
|
|||
Repurchase and retirement of common stock
|
—
|
|
|
—
|
|
|
(7,950
|
)
|
|||
Distributions from Borgata
|
—
|
|
|
(123,422
|
)
|
|
—
|
|
|||
Other financing activities
|
(675
|
)
|
|
170
|
|
|
(456
|
)
|
|||
Net cash provided by (used in) financing activities
|
142,410
|
|
|
(168,093
|
)
|
|
(81,785
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
33,133
|
|
|
52,421
|
|
|
(4,950
|
)
|
|||
Cash and cash equivalents, beginning of period
|
145,623
|
|
|
93,202
|
|
|
98,152
|
|
|||
Cash and cash equivalents, end of period
|
$
|
178,756
|
|
|
$
|
145,623
|
|
|
$
|
93,202
|
|
•
|
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.
|
i.
|
a significant decrease in the market price of a long-lived asset;
|
ii.
|
a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition;
|
iii.
|
a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator;
|
iv.
|
an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset;
|
v.
|
a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset; and/or
|
vi.
|
a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.
|
•
|
Identifying the acquirer
|
•
|
Determining the acquisition date
|
•
|
Recognizing and measuring the identifiable assets acquired and the liabilities assumed
|
•
|
Recognizing and measuring goodwill or a gain from a bargain purchase
|
ITEM 7A.
|
Quantitative and Qualitative Disclosure about Market Risk.
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||||||
|
Year Ending December 31,
|
||||||||||||||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
2016
|
|
Thereafter
|
|
Total
|
|
Fair
Value
|
|||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||||
Boyd Gaming Corporation Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Long-term debt (including current portion):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Fixed-rate
|
$
|
730
|
|
|
$
|
10,341
|
|
|
$
|
215,668
|
|
|
$
|
—
|
|
$
|
240,750
|
|
|
$
|
500,000
|
|
|
$
|
967,489
|
|
|
$
|
897,886
|
|
|
Average interest rate
|
8.1
|
%
|
|
8.1
|
%
|
|
8.1
|
%
|
|
8.5
|
%
|
8.5
|
%
|
|
9.1
|
%
|
|
8.4
|
%
|
|
|
||||||||||
Variable-rate
|
$
|
42,500
|
|
|
$
|
42,500
|
|
|
$
|
42,500
|
|
|
$
|
1,505,250
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,632,750
|
|
|
$
|
1,388,630
|
|
|
Average interest rate
|
4.7
|
%
|
|
4.7
|
%
|
|
4.7
|
%
|
|
4.2
|
%
|
—
|
%
|
|
—
|
%
|
|
4.6
|
%
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Borgata Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Long-term debt (including current portion):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed-rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
398,000
|
|
$
|
—
|
|
|
$
|
393,500
|
|
|
$
|
791,500
|
|
|
$
|
736,185
|
|
|
Average interest rate
|
9.7
|
%
|
|
9.7
|
%
|
|
9.7
|
%
|
|
9.7
|
%
|
9.9
|
%
|
—
|
|
9.9
|
%
|
|
9.8
|
%
|
|
|
|||||||||
Variable-rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,200
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,200
|
|
|
$
|
40,200
|
|
|
Average interest rate
|
4.4
|
%
|
|
4.4
|
%
|
|
4.4
|
%
|
|
4.4
|
%
|
—
|
%
|
|
—
|
%
|
|
4.4
|
%
|
|
|
|
December 31, 2011
|
||||||||||||
|
Outstanding
Face
Amount
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Fair
Value
Hierarchy
|
||||||
|
(In thousands)
|
||||||||||||
Boyd Gaming Corporation Debt
|
|
|
|
|
|
|
|
||||||
Bank credit facility
|
$
|
1,632,750
|
|
|
$
|
1,621,715
|
|
|
$
|
1,388,630
|
|
|
Level 2
|
9.125% senior notes due 2018
|
500,000
|
|
|
491,444
|
|
|
471,000
|
|
|
Level 1
|
|||
6.75% senior subordinated notes due 2014
|
215,668
|
|
|
215,668
|
|
|
208,120
|
|
|
Level 1
|
|||
7.125% senior subordinated notes due 2016
|
240,750
|
|
|
240,750
|
|
|
208,249
|
|
|
Level 1
|
|||
Other
|
11,071
|
|
|
11,071
|
|
|
10,517
|
|
|
Level 3
|
|||
|
|
|
|
|
|
|
|
||||||
Borgata Debt
|
|
|
|
|
|
|
|
||||||
Borgata bank credit facility
|
40,200
|
|
|
40,200
|
|
|
40,200
|
|
|
Level 2
|
|||
9.50% senior secured notes due 2015
|
398,000
|
|
|
387,049
|
|
|
378,100
|
|
|
Level 1
|
|||
9.875% senior secured notes due 2018
|
393,500
|
|
|
382,559
|
|
|
358,085
|
|
|
Level 1
|
|||
Less current maturities
|
43,230
|
|
|
43,230
|
|
|
43,230
|
|
|
Level 2
|
|||
Total long-term debt
|
$
|
3,388,709
|
|
|
$
|
3,347,226
|
|
|
$
|
3,019,671
|
|
|
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
ITEM 9A.
|
Controls and Procedures.
|
ITEM 9B.
|
Other Information.
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance.
|
ITEM 11.
|
Executive Compensation.
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
ITEM 14.
|
Principal Accounting Fees and Services.
|
ITEM 15.
|
Exhibits, Financial Statement Schedules.
|
|
|
Page No.
|
|
1.
|
Financial Statements.
|
|
|
|
|
|
|
The following consolidated financial statements for the three years in the period ended December 31, 2011 are filed as part of this Report:
|
|||
|
|
|
|
44
|
|
||
|
|
|
|
45
|
|
||
|
|
|
|
47
|
|
||
|
|
|
|
48
|
|
||
|
|
|
|
50
|
|
||
|
|
|
|
54
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands, except share and per share data)
|
||||||
ASSETS
|
|
||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
178,756
|
|
|
$
|
145,623
|
|
Restricted cash
|
15,753
|
|
|
19,494
|
|
||
Accounts receivable, net
|
58,589
|
|
|
48,888
|
|
||
Inventories
|
17,493
|
|
|
16,029
|
|
||
Prepaid expenses and other current assets
|
47,465
|
|
|
37,153
|
|
||
Income taxes receivable
|
3,268
|
|
|
5,249
|
|
||
Deferred income taxes
|
21,570
|
|
|
8,149
|
|
||
Total current assets
|
342,894
|
|
|
280,585
|
|
||
|
|
|
|
||||
Property and equipment, net
|
3,542,108
|
|
|
3,383,371
|
|
||
Assets held for development
|
1,089,819
|
|
|
1,086,844
|
|
||
Debt financing costs, net
|
32,099
|
|
|
34,993
|
|
||
Restricted investments held by variable interest entity
|
21,367
|
|
|
48,168
|
|
||
Other assets, net
|
67,173
|
|
|
69,610
|
|
||
Intangible assets, net
|
574,018
|
|
|
539,714
|
|
||
Goodwill, net
|
213,576
|
|
|
213,576
|
|
||
Total assets
|
$
|
5,883,054
|
|
|
$
|
5,656,861
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
43,230
|
|
|
$
|
25,690
|
|
Accounts payable
|
98,015
|
|
|
57,183
|
|
||
Accrued liabilities
|
295,459
|
|
|
278,469
|
|
||
Tax liabilities
|
5,630
|
|
|
6,506
|
|
||
Non-recourse obligations of variable interest entity
|
29,686
|
|
|
22,487
|
|
||
Total current liabilities
|
472,020
|
|
|
390,335
|
|
||
|
|
|
|
||||
Long-term debt, net of current maturities
|
3,347,226
|
|
|
3,193,065
|
|
||
Deferred income taxes
|
379,958
|
|
|
362,174
|
|
||
Other long-term tax liabilities
|
45,598
|
|
|
44,813
|
|
||
Other liabilities
|
71,193
|
|
|
84,533
|
|
||
Non-recourse obligations of variable interest entity
|
192,980
|
|
|
220,572
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 5,000,000 shares authorized
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 200,000,000 shares authorized; 86,572,098 and 86,244,978 shares outstanding
|
863
|
|
|
862
|
|
||
Additional paid-in capital
|
644,174
|
|
|
635,028
|
|
||
Retained earnings
|
557,055
|
|
|
560,909
|
|
||
Accumulated other comprehensive loss, net
|
—
|
|
|
(7,594
|
)
|
||
Total Boyd Gaming Corporation stockholders’ equity
|
1,202,092
|
|
|
1,189,205
|
|
||
Noncontrolling interests
|
171,987
|
|
|
172,164
|
|
||
Total stockholders’ equity
|
1,374,079
|
|
|
1,361,369
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,883,054
|
|
|
$
|
5,656,861
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
|
|
|
|
||||||
REVENUES
|
(In thousands, except per share data)
|
||||||||||
Operating revenues:
|
|
|
|
|
|
||||||
Gaming
|
$
|
1,986,644
|
|
|
$
|
1,812,487
|
|
|
$
|
1,372,091
|
|
Food and beverage
|
388,148
|
|
|
347,588
|
|
|
229,374
|
|
|||
Room
|
246,209
|
|
|
211,046
|
|
|
122,305
|
|
|||
Other
|
135,176
|
|
|
123,603
|
|
|
100,396
|
|
|||
Gross revenues
|
2,756,177
|
|
|
2,494,724
|
|
|
1,824,166
|
|
|||
Less promotional allowances
|
419,939
|
|
|
353,825
|
|
|
183,180
|
|
|||
Net revenues
|
2,336,238
|
|
|
2,140,899
|
|
|
1,640,986
|
|
|||
COST AND EXPENSES
|
|
|
|
|
|
||||||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Gaming
|
924,451
|
|
|
859,818
|
|
|
664,739
|
|
|||
Food and beverage
|
200,165
|
|
|
180,840
|
|
|
125,830
|
|
|||
Room
|
56,111
|
|
|
49,323
|
|
|
39,655
|
|
|||
Other
|
108,907
|
|
|
99,458
|
|
|
77,840
|
|
|||
Selling, general and administrative
|
394,991
|
|
|
369,217
|
|
|
284,937
|
|
|||
Maintenance and utilities
|
153,512
|
|
|
140,722
|
|
|
92,296
|
|
|||
Depreciation and amortization
|
195,343
|
|
|
199,275
|
|
|
164,427
|
|
|||
Corporate expense
|
48,962
|
|
|
48,861
|
|
|
47,617
|
|
|||
Preopening expenses
|
6,634
|
|
|
7,459
|
|
|
17,798
|
|
|||
Other operating charges, net
|
14,058
|
|
|
4,713
|
|
|
41,780
|
|
|||
Total operating costs and expenses
|
2,103,134
|
|
|
1,959,686
|
|
|
1,556,919
|
|
|||
Operating income from Borgata
|
—
|
|
|
8,146
|
|
|
72,126
|
|
|||
Operating income
|
233,104
|
|
|
189,359
|
|
|
156,193
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest income
|
(46
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||
Interest expense, net of amounts capitalized
|
250,731
|
|
|
180,558
|
|
|
146,830
|
|
|||
Fair value adjustment of derivative instruments
|
265
|
|
|
480
|
|
|
—
|
|
|||
(Gain) loss on early retirements of debt
|
14
|
|
|
(2,758
|
)
|
|
(15,284
|
)
|
|||
Gain on equity distribution
|
—
|
|
|
(2,535
|
)
|
|
—
|
|
|||
Other income
|
(11,582
|
)
|
|
(10,000
|
)
|
|
—
|
|
|||
Other non-operating expenses
|
—
|
|
|
—
|
|
|
33
|
|
|||
Other non-operating expenses from Borgata, net
|
—
|
|
|
3,133
|
|
|
19,303
|
|
|||
Total other expense, net
|
239,382
|
|
|
168,873
|
|
|
150,876
|
|
|||
Income (loss) before income taxes
|
(6,278
|
)
|
|
20,486
|
|
|
5,317
|
|
|||
Income taxes
|
(1,721
|
)
|
|
(8,236
|
)
|
|
(1,076
|
)
|
|||
Net income (loss)
|
(7,999
|
)
|
|
12,250
|
|
|
4,241
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
4,145
|
|
|
(1,940
|
)
|
|
—
|
|
|||
Net income (loss) attributable to Boyd Gaming Corporation
|
$
|
(3,854
|
)
|
|
$
|
10,310
|
|
|
$
|
4,241
|
|
|
|
|
|
|
|
||||||
Basic net income (loss)per common share
|
$
|
(0.04
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
Weighted average basic shares outstanding
|
87,263
|
|
|
86,601
|
|
|
86,429
|
|
|||
Diluted net income (loss) per common share
|
$
|
(0.04
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
Weighted average diluted shares outstanding
|
87,263
|
|
|
86,831
|
|
|
86,517
|
|
|
|
|
Boyd Gaming Corporation Stockholders’ Equity
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Other Comprehensive Income (Loss)
|
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss, Net
|
|
Noncontrolling Interests
|
|
Total Stockholders’ Equity
|
|||||||||||||||
|
(In thousands, except share data)
|
|||||||||||||||||||||||||||||
Balances, January 1, 2009
|
|
|
87,814,061
|
|
|
$
|
878
|
|
|
$
|
616,304
|
|
|
$
|
546,358
|
|
|
$
|
(20,018
|
)
|
|
$
|
—
|
|
|
$
|
1,143,522
|
|
||
Net income
|
$
|
4,241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,241
|
|
|
—
|
|
|
—
|
|
|
4,241
|
|
||||||
Derivative instruments fair value adjustment, net of taxes of $979
|
1,892
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,892
|
|
|
—
|
|
|
1,892
|
|
|||||||
Comprehensive income
|
$
|
6,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock options exercised
|
|
|
29,797
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160
|
|
||||||||
Settlement of restricted stock units
|
|
|
11,281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax effect of share-based compensation arrangements
|
|
|
—
|
|
|
—
|
|
|
(1,384
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,384
|
)
|
||||||||
Share-based compensation costs
|
|
|
—
|
|
|
—
|
|
|
15,888
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,888
|
|
||||||||
Dividends paid on common stock
|
|
|
(1,724,685
|
)
|
|
(17
|
)
|
|
(7,933
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,950
|
)
|
||||||||
Balances, December 31, 2009
|
|
|
86,130,454
|
|
|
861
|
|
|
623,035
|
|
|
550,599
|
|
|
(18,126
|
)
|
|
—
|
|
|
1,156,369
|
|
||||||||
Net income
|
$
|
12,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,310
|
|
|
—
|
|
|
1,940
|
|
|
12,250
|
|
||||||
Derivative instruments fair value adjustment, net of taxes of $5,824
|
6,416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,532
|
|
|
(4,116
|
)
|
|
6,416
|
|
|||||||
Comprehensive income
|
18,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive loss attributable to noncontrolling interests
|
2,176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Comprehensive income attributable to Boyd Gaming Corporation
|
$
|
20,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock options exercised
|
|
|
114,524
|
|
|
1
|
|
|
669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
670
|
|
||||||||
Share-based compensation costs
|
|
|
—
|
|
|
—
|
|
|
11,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,324
|
|
||||||||
Noncontrolling interest attributable to Borgata
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219,256
|
|
|
219,256
|
|
||||||||
Noncontrolling interest attributable to LVE
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,916
|
)
|
|
(44,916
|
)
|
||||||||
Balances, December 31, 2010
|
|
|
86,244,978
|
|
|
862
|
|
|
635,028
|
|
|
560,909
|
|
|
(7,594
|
)
|
|
172,164
|
|
|
1,361,369
|
|
||||||||
Net income
|
$
|
(7,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,854
|
)
|
|
—
|
|
|
(4,145
|
)
|
|
(7,999
|
)
|
||||||
Derivative instruments fair value adjustment, net of taxes of $4,230
|
11,562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,594
|
|
|
3,968
|
|
|
11,562
|
|
|||||||
Comprehensive income
|
3,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Comprehensive income attributable to noncontrolling interests
|
177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Comprehensive income attributable to Boyd Gaming Corporation
|
$
|
3,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock options exercised
|
|
|
72,757
|
|
|
1
|
|
|
396
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397
|
|
||||||||
Award of restricted stock units
|
|
|
254,363
|
|
|
—
|
|
|
(383
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(383
|
)
|
||||||||
Tax effect of share-based compensation arrangements
|
|
|
—
|
|
|
—
|
|
|
(863
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(863
|
)
|
||||||||
Share-based compensation costs
|
|
|
—
|
|
|
—
|
|
|
9,996
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,996
|
|
||||||||
Balances, December 31, 2011
|
|
|
86,572,098
|
|
|
$
|
863
|
|
|
$
|
644,174
|
|
|
$
|
557,055
|
|
|
$
|
—
|
|
|
$
|
171,987
|
|
|
$
|
1,374,079
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(7,999
|
)
|
|
$
|
12,250
|
|
|
$
|
4,241
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
195,343
|
|
|
199,275
|
|
|
164,427
|
|
|||
Amortization of debt financing costs
|
11,853
|
|
|
5,369
|
|
|
6,279
|
|
|||
Amortization of discounts on senior secured notes
|
3,390
|
|
|
1,294
|
|
|
—
|
|
|||
Share-based compensation expense
|
9,996
|
|
|
11,324
|
|
|
15,888
|
|
|||
Deferred income taxes
|
(2,381
|
)
|
|
6,284
|
|
|
15,574
|
|
|||
Operating and non-operating income from Borgata
|
—
|
|
|
(5,013
|
)
|
|
(52,823
|
)
|
|||
Distributions of earnings received from Borgata
|
—
|
|
|
1,910
|
|
|
60,136
|
|
|||
Gain on equity distribution
|
—
|
|
|
(2,535
|
)
|
|
—
|
|
|||
Noncash asset write-downs
|
7,764
|
|
|
—
|
|
|
42,350
|
|
|||
Gain on early retirements of debt
|
14
|
|
|
(2,758
|
)
|
|
(15,284
|
)
|
|||
Bargain purchase gain
|
(4,582
|
)
|
|
—
|
|
|
—
|
|
|||
Other operating activities
|
8,392
|
|
|
(5,635
|
)
|
|
(3,421
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
3,741
|
|
|
(3,326
|
)
|
|
8,141
|
|
|||
Accounts receivable, net
|
(11,794
|
)
|
|
(3,808
|
)
|
|
2,791
|
|
|||
Inventories
|
114
|
|
|
(519
|
)
|
|
(67
|
)
|
|||
Prepaid expenses and other current assets
|
(3,673
|
)
|
|
(3,371
|
)
|
|
15,598
|
|
|||
Income taxes receivable
|
2,010
|
|
|
15,658
|
|
|
(5,692
|
)
|
|||
Other long-term tax assets
|
6,601
|
|
|
(4,725
|
)
|
|
(1,038
|
)
|
|||
Other assets, net
|
(2,839
|
)
|
|
(3,038
|
)
|
|
3,423
|
|
|||
Accounts payable and accrued liabilities
|
42,910
|
|
|
36,934
|
|
|
(18,538
|
)
|
|||
Income taxes payable
|
(5,905
|
)
|
|
805
|
|
|
—
|
|
|||
Other long-term tax liabilities
|
5,815
|
|
|
2,305
|
|
|
(4,618
|
)
|
|||
Other liabilities
|
(5,260
|
)
|
|
10,711
|
|
|
4,596
|
|
|||
Net cash provided by operating activities
|
253,510
|
|
|
269,391
|
|
|
241,963
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(87,224
|
)
|
|
(75,958
|
)
|
|
(157,557
|
)
|
|||
Cash paid for acquisitions, net of cash received
|
(278,456
|
)
|
|
—
|
|
|
—
|
|
|||
Cash paid to acquire development agreement
|
(24,450
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash effect upon change in controlling interest of Borgata
|
—
|
|
|
26,025
|
|
|
—
|
|
|||
Net cash effect upon consolidation of variable interest entity
|
—
|
|
|
41
|
|
|
—
|
|
|||
Change in restricted investments
|
26,801
|
|
|
(1,131
|
)
|
|
—
|
|
|||
Net additional cash paid for Dania Jai-Alai
|
—
|
|
|
—
|
|
|
(9,375
|
)
|
|||
Other investing activities
|
542
|
|
|
2,146
|
|
|
1,804
|
|
|||
Net cash used in investing activities
|
(362,787
|
)
|
|
(48,877
|
)
|
|
(165,128
|
)
|
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Borrowings under bank credit facility
|
391,329
|
|
|
758,774
|
|
|
656,440
|
|
|||
Payments under bank credit facility
|
(183,579
|
)
|
|
(1,250,674
|
)
|
|
(620,655
|
)
|
|||
Borrowings under Borgata bank credit facility
|
741,300
|
|
|
533,673
|
|
|
—
|
|
|||
Payments under Borgata bank credit facility
|
(762,000
|
)
|
|
(1,105,062
|
)
|
|
—
|
|
|||
Proceeds from issuance of senior notes, net
|
—
|
|
|
490,000
|
|
|
—
|
|
|||
Proceeds from issuance of Borgata senior secured notes, net
|
—
|
|
|
773,176
|
|
|
—
|
|
|||
Debt financing costs, net
|
(15,374
|
)
|
|
(27,057
|
)
|
|
(932
|
)
|
|||
Payments on retirements of long-term debt
|
(8,198
|
)
|
|
(187,693
|
)
|
|
(89,482
|
)
|
|||
Payments under note payable
|
—
|
|
|
(46,875
|
)
|
|
(18,750
|
)
|
|||
Payments on non-recourse obligations of variable interest entity
|
(27,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of non-recourse debt
|
7,199
|
|
|
18,091
|
|
|
—
|
|
|||
Payments on loans to variable interest entity's members
|
(592
|
)
|
|
(1,194
|
)
|
|
—
|
|
|||
Repurchase and retirement of common stock
|
—
|
|
|
—
|
|
|
(7,950
|
)
|
|||
Distributions from Borgata
|
—
|
|
|
(123,422
|
)
|
|
—
|
|
|||
Other financing activities
|
(675
|
)
|
|
170
|
|
|
(456
|
)
|
|||
Net cash provided by (used in) financing activities
|
142,410
|
|
|
(168,093
|
)
|
|
(81,785
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
33,133
|
|
|
52,421
|
|
|
(4,950
|
)
|
|||
Cash and cash equivalents, beginning of period
|
145,623
|
|
|
93,202
|
|
|
98,152
|
|
|||
Cash and cash equivalents, end of period
|
$
|
178,756
|
|
|
$
|
145,623
|
|
|
$
|
93,202
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid for interest, net of amounts capitalized
|
$
|
233,043
|
|
|
$
|
129,070
|
|
|
$
|
142,670
|
|
Cash received (paid) for income taxes, net of income taxes paid
|
4,946
|
|
|
(9,661
|
)
|
|
(1,768
|
)
|
|||
|
|
|
|
|
|
||||||
Supplemental Schedule of Noncash Investing and Financing Activities
|
|
|
|
|
|
||||||
Payables incurred for capital expenditures
|
$
|
6,324
|
|
|
$
|
8,798
|
|
|
$
|
35,973
|
|
Fair value adjustment on derivative instruments
|
11,931
|
|
|
17,742
|
|
|
4,952
|
|
|||
Transfer of investment in unconsolidated subsidiary to property and equipment
|
—
|
|
|
—
|
|
|
4,427
|
|
|||
Increase in term loan under Amended Credit Facility
|
350,000
|
|
|
—
|
|
|
—
|
|
|||
Extinguishment of previous Borgata credit facility with advance from new Borgata credit facility
|
—
|
|
|
73,010
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Fair Value of IP Assets Acquired and Liabilities Assumed
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
1,230
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Inventories
|
1,579
|
|
|
—
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
6,638
|
|
|
—
|
|
|
—
|
|
|||
Property and equipment, net
|
264,703
|
|
|
—
|
|
|
—
|
|
|||
Intangible assets
|
28,600
|
|
|
—
|
|
|
—
|
|
|||
Fair value of assets acquired, net of cash received
|
$
|
302,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
3,018
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued liabilities
|
14,182
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
2,512
|
|
|
—
|
|
|
—
|
|
|||
Fair value of liabilities assumed
|
19,712
|
|
|
—
|
|
|
—
|
|
|||
Fair value of net assets
|
$
|
283,038
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Fair Value of Assets Acquired and Liabilities Assumed Under Development Agreement
|
|
|
|
|
|
||||||
Intangible assets
|
$
|
21,373
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Note receivable
|
3,077
|
|
|
—
|
|
|
—
|
|
|||
Fair value of assets acquired
|
$
|
24,450
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Fair Value of Assets and Liabilities Consolidated (net of Cash Recorded) Due to Change in Controlling Interest of Borgata
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
—
|
|
|
$
|
29,099
|
|
|
$
|
—
|
|
Inventories
|
—
|
|
|
4,118
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
—
|
|
|
9,201
|
|
|
—
|
|
|||
Deferred income taxes
|
—
|
|
|
1,290
|
|
|
—
|
|
|||
Property and equipment, net
|
—
|
|
|
1,293,792
|
|
|
—
|
|
|||
Intangible assets
|
|
|
14,000
|
|
|
|
|||||
Indefinite lived intangible assets
|
—
|
|
|
65,000
|
|
|
—
|
|
|||
Other assets, net
|
—
|
|
|
36,641
|
|
|
—
|
|
|||
Fair value of assets consolidated
|
$
|
—
|
|
|
$
|
1,453,141
|
|
|
$
|
—
|
|
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
632,289
|
|
|
$
|
—
|
|
Accounts payable
|
—
|
|
|
8,729
|
|
|
—
|
|
|||
Income taxes payable
|
—
|
|
|
7,579
|
|
|
—
|
|
|||
Accrued liabilities
|
—
|
|
|
66,854
|
|
|
—
|
|
|||
Other liabilities
|
—
|
|
|
40,204
|
|
|
—
|
|
|||
Fair value of liabilities consolidated
|
$
|
—
|
|
|
$
|
755,655
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Assets and Liabilities Consolidated (net of Cash Recorded) Due to Consolidation of Variable Interest Entity
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
—
|
|
|
$
|
1,351
|
|
|
$
|
—
|
|
Assets held for development
|
—
|
|
|
163,806
|
|
|
—
|
|
|||
Debt financing costs, net
|
—
|
|
|
3,647
|
|
|
—
|
|
|||
Restricted investments
|
—
|
|
|
48,168
|
|
|
—
|
|
|||
Total assets consolidated, net of cash
|
$
|
—
|
|
|
$
|
216,972
|
|
|
$
|
—
|
|
Accounts payable
|
$
|
—
|
|
|
$
|
393
|
|
|
$
|
—
|
|
Accrued liabilities
|
—
|
|
|
1,040
|
|
|
—
|
|
|||
Obligations of variable interest entity
|
—
|
|
|
243,059
|
|
|
—
|
|
|||
Other liabilities
|
—
|
|
|
19,904
|
|
|
—
|
|
|||
Noncontrolling interests
|
—
|
|
|
(47,092
|
)
|
|
—
|
|
|||
Total liabilities and noncontrolling interests consolidated
|
$
|
—
|
|
|
$
|
217,304
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Acquisition of Dania Jai-Alai
|
|
|
|
|
|
||||||
Fair value of noncash assets acquired
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,352
|
|
Additional cash paid
|
—
|
|
|
—
|
|
|
(9,375
|
)
|
|||
Termination of contingent liability
|
—
|
|
|
—
|
|
|
46,648
|
|
|||
Note payable issued
|
—
|
|
|
—
|
|
|
(65,625
|
)
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
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
|
|
|
Sam's Town Hotel and Gambling Hall
|
|
Tunica, Mississippi
|
IP Casino Resort Spa
|
|
Biloxi, Mississippi
|
Par-A-Dice Hotel and Casino
|
|
East Peoria, Illinois
|
Blue Chip Casino, Hotel & Spa
|
|
Michigan City, Indiana
|
Treasure Chest Casino
|
|
Kenner, Louisiana
|
Delta Downs Racetrack Casino & Hotel
|
|
Vinton, Louisiana
|
Sam's Town Hotel and Casino
|
|
Shreveport, Louisiana
|
|
|
|
Atlantic City
|
|
|
Borgata Hotel Casino & Spa
|
|
Atlantic City, New Jersey
|
•
|
a qualitative approach for identifying the primary beneficiary of a variable interest entity based on (i) the power to direct activities that most significantly impact the economic performance of the entity, and (ii) the obligation to absorb losses or right to receive benefits that could be significant to the entity;
|
•
|
ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity; and separate disclosure by the primary beneficiary on the face of the balance sheet to identify (i) assets that can only be used to settle obligations of the variable interest entity, and (ii) liabilities for which creditors do not have recourse to the primary beneficiary.
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Beginning balance, January 1
|
$
|
26,514
|
|
|
$
|
4,169
|
|
|
$
|
5,376
|
|
Additions due to consolidation of Borgata
|
—
|
|
|
24,212
|
|
|
—
|
|
|||
Additions due to acquisition of IP Casino Resort Spa
|
2,072
|
|
|
—
|
|
|
—
|
|
|||
Additions
|
3,864
|
|
|
2,766
|
|
|
1,030
|
|
|||
Deductions
|
(3,959
|
)
|
|
(4,633
|
)
|
|
(2,237
|
)
|
|||
Ending balance
|
$
|
28,491
|
|
|
$
|
26,514
|
|
|
$
|
4,169
|
|
Building and improvements
|
10 through 40 years
|
Riverboats and barges
|
10 through 40 years
|
Furniture and equipment
|
3 through 10 years
|
|
Year Ended December 31,
|
||||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||||
|
|
|
(In thousands)
|
|
|
||||||||
Rooms
|
$
|
130,168
|
|
109,268
|
|
$
|
109,268
|
|
—
|
|
$
|
50,885
|
|
Food and beverage
|
175,391
|
|
159,229
|
|
159,229
|
|
—
|
|
112,368
|
|
|||
Other
|
114,380
|
|
85,328
|
|
85,328
|
|
—
|
|
19,927
|
|
|||
Total promotional allowances
|
$
|
419,939
|
|
|
$
|
353,825
|
|
|
$
|
183,180
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Rooms
|
$
|
58,821
|
|
|
$
|
53,928
|
|
|
$
|
29,766
|
|
Food and beverage
|
158,881
|
|
|
159,617
|
|
|
114,711
|
|
|||
Other
|
18,092
|
|
|
16,884
|
|
|
6,031
|
|
|||
Total cost of promotional allowances
|
$
|
235,795
|
|
|
$
|
230,429
|
|
|
$
|
150,508
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Preopening expense:
|
|
|
|
|
|
||||||
Amounts incurred by Boyd Gaming Corporation
|
$
|
17,492
|
|
|
$
|
8,405
|
|
|
$
|
17,798
|
|
Amounts eliminated upon consolidation of LVE
|
(10,858
|
)
|
|
(946
|
)
|
|
—
|
|
|||
Amounts reported in our consolidated statements of operations
|
$
|
6,634
|
|
|
$
|
7,459
|
|
|
$
|
17,798
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Expected stock price volatility
|
79.7
|
%
|
|
72.9
|
%
|
|
69.6
|
%
|
|||
Annual dividend rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Risk-free interest rate
|
0.4
|
%
|
|
0.9
|
%
|
|
2.1
|
%
|
|||
Expected option life (in years)
|
3
|
|
|
4.3
|
|
|
4.3
|
|
|||
Estimated fair value per share
|
$
|
3.44
|
|
|
$
|
4.67
|
|
|
$
|
4.18
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
$
|
87,263
|
|
|
$
|
86,601
|
|
|
$
|
86,429
|
|
Potential dilutive effect
|
—
|
|
|
230
|
|
|
88
|
|
|||
Diluted weighted average shares outstanding
|
$
|
87,263
|
|
|
$
|
86,831
|
|
|
$
|
86,517
|
|
•
|
Identifying the acquirer
|
•
|
Determining the acquisition date
|
•
|
Recognizing and measuring the identifiable assets acquired and the liabilities assumed
|
•
|
Recognizing and measuring goodwill or a gain from a bargain purchase
|
|
|
|
Total Consideration
|
||
|
|
|
(In thousands)
|
||
Cash paid directly to or on behalf of sellers:
|
|
|
|||
|
Purchase price pursuant to the Agreement for Purchase and Sale
|
|
$
|
277,000
|
|
|
Donation to charitable foundation at direction of seller
|
|
10,000
|
|
|
|
|
|
|
||
Liabilities assumed on behalf of sellers:
|
|
|
|||
|
Certain employee obligations assumed on behalf of seller
|
|
1,881
|
|
|
|
|
|
|
||
Adjustment for value of current assets acquired and current liabilities assumed:
|
|
|
|||
|
Working capital adjustments
|
|
(8,252
|
)
|
|
|
Total consideration
|
|
$
|
280,629
|
|
|
|
Acquisition
|
||
|
|
Expenses
|
||
|
|
(In thousands)
|
||
Year ended December 31, 2011:
|
|
|
||
Transaction fee
|
|
$
|
3,026
|
|
Advisory services
|
|
765
|
|
|
Legal fees
|
|
553
|
|
|
Closing costs
|
|
321
|
|
|
Other expenses
|
|
106
|
|
|
Total acquisition expenses
|
|
$
|
4,771
|
|
|
|
As Recorded, at Fair Value
|
||
|
|
(In thousands)
|
||
Current Assets
|
|
|
||
Cash and cash equivalents
|
|
$
|
2,173
|
|
Accounts receivable, net
|
|
1,230
|
|
|
Inventories
|
|
1,579
|
|
|
Prepaid expenses and other current assets
|
|
6,638
|
|
|
|
|
|
||
Tangible Assets
|
|
|
||
Property and equipment, net
|
|
264,703
|
|
|
|
|
|
||
Identified Intangible Assets
|
|
|
||
Trademark
|
|
25,300
|
|
|
Customer relationships
|
|
3,300
|
|
|
Total acquired assets
|
|
304,923
|
|
|
|
|
|
||
Current liabilities
|
|
|
||
Accounts payable
|
|
3,018
|
|
|
Accrued liabilities
|
|
14,182
|
|
|
|
|
|
||
Other liabilities
|
|
|
||
Deferred tax liability
|
|
2,512
|
|
|
Total liabilities assumed
|
|
19,712
|
|
|
Net identifiable assets
|
|
$
|
285,211
|
|
|
|
Bargain
|
||
|
|
Purchase Gain
|
||
|
|
(In thousands)
|
||
Fair value of net identifiable assets
|
|
$
|
285,211
|
|
Total consideration
|
|
280,629
|
|
|
Bargain purchase gain
|
|
$
|
4,582
|
|
|
|
October 4 through December 31, 2011
|
||
Condensed Statement of Operations
|
|
(In thousands)
|
||
Net revenues
|
|
$
|
44,627
|
|
|
|
|
||
Operating income
|
|
$
|
3,203
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||||
|
Boyd Gaming
|
|
IP
|
|
Pro Forma
|
|
|
|
Boyd Gaming
|
||||||||||
|
Corporation
|
|
(historical)
|
|
and Other
|
|
|
|
Corporation
|
||||||||||
|
(as reported)
|
|
Straddle Period
|
|
Adjustments
|
|
Eliminations
|
|
(pro forma)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
$
|
1,986,644
|
|
|
$
|
104,698
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,091,342
|
|
Food and beverage
|
388,148
|
|
|
31,323
|
|
|
—
|
|
|
—
|
|
|
419,471
|
|
|||||
Rooms
|
246,209
|
|
|
26,084
|
|
|
—
|
|
|
—
|
|
|
272,293
|
|
|||||
Other
|
135,176
|
|
|
6,150
|
|
|
—
|
|
|
—
|
|
|
141,326
|
|
|||||
Gross revenues
|
2,756,177
|
|
|
168,255
|
|
|
—
|
|
|
—
|
|
|
2,924,432
|
|
|||||
Less promotional allowances
|
419,939
|
|
|
42,651
|
|
|
—
|
|
|
—
|
|
|
462,590
|
|
|||||
Net revenues
|
2,336,238
|
|
|
125,604
|
|
|
—
|
|
|
—
|
|
|
2,461,842
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
924,451
|
|
|
36,123
|
|
|
—
|
|
|
—
|
|
|
960,574
|
|
|||||
Food and beverage
|
200,165
|
|
|
9,396
|
|
|
—
|
|
|
—
|
|
|
209,561
|
|
|||||
Rooms
|
56,111
|
|
|
28,551
|
|
|
—
|
|
|
—
|
|
|
84,662
|
|
|||||
Other
|
108,907
|
|
|
5,782
|
|
|
—
|
|
|
—
|
|
|
114,689
|
|
|||||
Selling, general and administrative
|
394,991
|
|
|
18,596
|
|
|
—
|
|
|
—
|
|
|
413,587
|
|
|||||
Maintenance and utilities
|
153,512
|
|
|
15,447
|
|
|
—
|
|
|
—
|
|
|
168,959
|
|
|||||
Depreciation and amortization
|
195,343
|
|
|
26,935
|
|
|
(10,237
|
)
|
i
|
—
|
|
|
212,041
|
|
|||||
Corporate expense
|
48,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,962
|
|
|||||
Preopening expenses
|
6,634
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,634
|
|
|||||
Other operating charges, net
|
14,058
|
|
|
1,773
|
|
|
—
|
|
|
—
|
|
|
15,831
|
|
|||||
Total costs and expenses
|
2,103,134
|
|
|
142,603
|
|
|
(10,237
|
)
|
|
—
|
|
|
2,235,500
|
|
|||||
Operating income
|
233,104
|
|
|
(16,999
|
)
|
|
10,237
|
|
|
—
|
|
|
226,342
|
|
|||||
Other (income) expense
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(46
|
)
|
||||||
Interest expense, net of capitalized amounts
|
250,731
|
|
|
—
|
|
|
19,950
|
|
ii
|
(19,950
|
)
|
|
250,731
|
|
|||||
Fair value adjustment of derivatives
|
265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265
|
|
|||||
Loss on early retirement of debt
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Other (income) expense
|
(11,582
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,582
|
)
|
|||||
Total other (income) expense, net
|
239,382
|
|
|
—
|
|
|
19,950
|
|
|
(19,950
|
)
|
|
239,382
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss before income taxes
|
(6,278
|
)
|
|
(16,999
|
)
|
|
(9,713
|
)
|
|
19,950
|
|
|
(13,040
|
)
|
|||||
Income taxes
|
(1,721
|
)
|
|
—
|
|
|
—
|
|
iii
|
—
|
|
|
(1,721
|
)
|
|||||
Net loss
|
(7,999
|
)
|
|
(16,999
|
)
|
|
(9,713
|
)
|
|
19,950
|
|
|
(14,761
|
)
|
|||||
Net loss attributable to noncontrolling interests
|
4,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,145
|
|
|||||
Net loss attributable to Boyd Gaming Corporation
|
$
|
(3,854
|
)
|
|
$
|
(16,999
|
)
|
|
$
|
(9,713
|
)
|
|
$
|
19,950
|
|
|
$
|
(10,616
|
)
|
|
Year Ended December 31, 2010
|
||||||||||||||||||
|
Boyd Gaming
|
|
|
|
Pro Forma
|
|
|
|
Boyd Gaming
|
||||||||||
|
Corporation
|
|
IP
|
|
and Other
|
|
|
|
Corporation
|
||||||||||
|
(as reported and revised)
|
|
(historical)
|
|
Adjustments
|
|
Eliminations
|
|
(pro forma)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
$
|
1,812,487
|
|
|
$
|
179,529
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,992,016
|
|
Food and beverage
|
347,588
|
|
|
33,159
|
|
|
—
|
|
|
—
|
|
|
380,747
|
|
|||||
Rooms
|
211,046
|
|
|
38,738
|
|
|
—
|
|
|
—
|
|
|
249,784
|
|
|||||
Other
|
123,603
|
|
|
9,252
|
|
|
—
|
|
|
—
|
|
|
132,855
|
|
|||||
Gross revenues
|
2,494,724
|
|
|
260,678
|
|
|
—
|
|
|
—
|
|
|
2,755,402
|
|
|||||
Less promotional allowances
|
353,825
|
|
|
56,081
|
|
|
—
|
|
|
—
|
|
|
409,906
|
|
|||||
Net revenues
|
2,140,899
|
|
|
204,597
|
|
|
—
|
|
|
—
|
|
|
2,345,496
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
859,818
|
|
|
48,857
|
|
|
—
|
|
|
—
|
|
|
908,675
|
|
|||||
Food and beverage
|
180,840
|
|
|
12,288
|
|
|
—
|
|
|
—
|
|
|
193,128
|
|
|||||
Rooms
|
49,323
|
|
|
35,116
|
|
|
—
|
|
|
—
|
|
|
84,439
|
|
|||||
Other
|
99,458
|
|
|
6,327
|
|
|
—
|
|
|
—
|
|
|
105,785
|
|
|||||
Selling, general and administrative
|
369,217
|
|
|
41,311
|
|
|
—
|
|
|
—
|
|
|
410,528
|
|
|||||
Maintenance and utilities
|
140,722
|
|
|
20,288
|
|
|
—
|
|
|
—
|
|
|
161,010
|
|
|||||
Depreciation and amortization
|
199,275
|
|
|
43,722
|
|
|
(26,632
|
)
|
i
|
—
|
|
|
216,365
|
|
|||||
Corporate expense
|
48,861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,861
|
|
|||||
Preopening expenses
|
7,459
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,459
|
|
|||||
Other operating charges, net
|
4,713
|
|
|
(14,434
|
)
|
|
—
|
|
|
—
|
|
|
(9,721
|
)
|
|||||
Total costs and expenses
|
1,959,686
|
|
|
193,475
|
|
|
(26,632
|
)
|
|
—
|
|
|
2,126,529
|
|
|||||
Operating income from Borgata
|
8,146
|
|
|
—
|
|
|
—
|
|
|
|
|
8,146
|
|
||||||
Operating income
|
189,359
|
|
|
11,122
|
|
|
26,632
|
|
|
—
|
|
|
227,113
|
|
|||||
Other (income) expense
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
(5
|
)
|
|
(115
|
)
|
|
—
|
|
|
|
|
(120
|
)
|
||||||
Interest expense, net of capitalized amounts
|
180,558
|
|
|
—
|
|
|
19,950
|
|
ii
|
(19,950
|
)
|
|
180,558
|
|
|||||
Fair value adjustment of derivatives
|
480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
|||||
Gain on early retirement of debt
|
(2,758
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,758
|
)
|
|||||
Gain on equity distribution
|
(2,535
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,535
|
)
|
|||||
Other income
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||||
Operating expense from Borgata
|
3,133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,133
|
|
|||||
Total other (income) expense, net
|
168,873
|
|
|
(115
|
)
|
|
19,950
|
|
|
(19,950
|
)
|
|
168,758
|
|
|||||
Income before income taxes
|
20,486
|
|
|
11,237
|
|
|
6,682
|
|
|
19,950
|
|
|
58,355
|
|
|||||
Income taxes
|
(8,236
|
)
|
|
—
|
|
|
—
|
|
iii
|
—
|
|
|
(8,236
|
)
|
|||||
Net income
|
12,250
|
|
|
11,237
|
|
|
6,682
|
|
|
19,950
|
|
|
50,119
|
|
|||||
Net income attributable to noncontrolling interests
|
(1,940
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,940
|
)
|
|||||
Net income attributable to Boyd Gaming Corporation
|
$
|
10,310
|
|
|
$
|
11,237
|
|
|
$
|
6,682
|
|
|
$
|
19,950
|
|
|
$
|
48,179
|
|
|
Year Ended December 31, 2009
|
||||||||||||||||||
|
Boyd Gaming
|
|
|
|
Pro Forma
|
|
|
|
Boyd Gaming
|
||||||||||
|
Corporation
|
|
IP
|
|
and Other
|
|
|
|
Corporation
|
||||||||||
|
(as reported)
|
|
(historical)
|
|
Adjustments
|
|
Eliminations
|
|
(pro forma)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
$
|
1,372,091
|
|
|
$
|
174,072
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,546,163
|
|
Food and beverage
|
229,374
|
|
|
32,863
|
|
|
—
|
|
|
—
|
|
|
262,237
|
|
|||||
Rooms
|
122,305
|
|
|
37,045
|
|
|
—
|
|
|
—
|
|
|
159,350
|
|
|||||
Other
|
100,396
|
|
|
9,514
|
|
|
—
|
|
|
—
|
|
|
109,910
|
|
|||||
Gross revenues
|
1,824,166
|
|
|
253,494
|
|
|
—
|
|
|
—
|
|
|
2,077,660
|
|
|||||
Less promotional allowances
|
183,180
|
|
|
52,438
|
|
|
—
|
|
|
—
|
|
|
235,618
|
|
|||||
Net revenues
|
1,640,986
|
|
|
201,056
|
|
|
—
|
|
|
—
|
|
|
1,842,042
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
664,739
|
|
|
50,164
|
|
|
—
|
|
|
—
|
|
|
714,903
|
|
|||||
Food and beverage
|
125,830
|
|
|
12,965
|
|
|
—
|
|
|
—
|
|
|
138,795
|
|
|||||
Rooms
|
39,655
|
|
|
34,485
|
|
|
—
|
|
|
—
|
|
|
74,140
|
|
|||||
Other
|
77,840
|
|
|
7,332
|
|
|
—
|
|
|
—
|
|
|
85,172
|
|
|||||
Selling, general and administrative
|
284,937
|
|
|
45,717
|
|
|
—
|
|
|
—
|
|
|
330,654
|
|
|||||
Maintenance and utilities
|
92,296
|
|
|
21,185
|
|
|
—
|
|
|
—
|
|
|
113,481
|
|
|||||
Depreciation and amortization
|
164,427
|
|
|
45,680
|
|
|
(24,940
|
)
|
i
|
—
|
|
|
185,167
|
|
|||||
Corporate expense
|
47,617
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,617
|
|
|||||
Preopening expenses
|
17,798
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,798
|
|
|||||
Other operating charges, net
|
41,780
|
|
|
1,065
|
|
|
—
|
|
|
—
|
|
|
42,845
|
|
|||||
Total costs and expenses
|
1,556,919
|
|
|
218,593
|
|
|
(24,940
|
)
|
|
—
|
|
|
1,750,572
|
|
|||||
Operating income from Borgata
|
72,126
|
|
|
—
|
|
|
—
|
|
|
|
|
72,126
|
|
||||||
Operating income
|
156,193
|
|
|
(17,537
|
)
|
|
24,940
|
|
|
—
|
|
|
163,596
|
|
|||||
Other (income) expense
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
(6
|
)
|
|
(172
|
)
|
|
—
|
|
|
|
|
(178
|
)
|
||||||
Interest expense, net of capitalized amounts
|
146,830
|
|
|
—
|
|
|
19,950
|
|
ii
|
(19,950
|
)
|
|
146,830
|
|
|||||
Gain on early retirement of debt
|
(15,284
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,284
|
)
|
|||||
Other expense
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||
Operating expense from Borgata
|
19,303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,303
|
|
|||||
Total other (income) expense, net
|
150,876
|
|
|
(172
|
)
|
|
19,950
|
|
|
(19,950
|
)
|
|
150,704
|
|
|||||
Income(loss) before income taxes
|
5,317
|
|
|
(17,365
|
)
|
|
4,990
|
|
|
19,950
|
|
|
12,892
|
|
|||||
Income taxes
|
(1,076
|
)
|
|
—
|
|
|
—
|
|
iii
|
—
|
|
|
(1,076
|
)
|
|||||
Net income (loss)
|
$
|
4,241
|
|
|
$
|
(17,365
|
)
|
|
$
|
4,990
|
|
|
$
|
19,950
|
|
|
$
|
11,816
|
|
|
|
|
December 31, 2011
|
||
|
|
|
(In thousands)
|
||
Assets acquired:
|
|
|
|
||
Intangible value of Development Agreement
|
|
|
$
|
21,373
|
|
Note receivable from Tribe (at present value)
|
|
3,077
|
|
||
Purchase price
|
|
|
$
|
24,450
|
|
|
Fair Value
|
|
Provisional Value
|
|
Adjustment
|
|||||||||
|
(In thousands)
|
|||||||||||||
ASSETS
|
|
|
|
|
|
|||||||||
Cash
|
$
|
26,025
|
|
|
|
$
|
26,025
|
|
|
|
$
|
—
|
|
|
Current assets
|
43,708
|
|
|
|
43,945
|
|
|
|
(237
|
)
|
|
|||
Property and equipment, net
|
1,293,792
|
|
|
|
1,352,320
|
|
|
|
(58,528
|
)
|
|
|||
Other assets, net
|
36,641
|
|
|
|
40,099
|
|
|
|
(3,458
|
)
|
|
|||
Customer lists
|
14,000
|
|
|
|
—
|
|
|
|
14,000
|
|
|
|||
Trademark
|
65,000
|
|
|
|
—
|
|
|
|
65,000
|
|
|
|||
Value of assets
|
$
|
1,479,166
|
|
|
|
$
|
1,462,389
|
|
|
|
$
|
16,777
|
|
|
|
|
|
|
|
|
|||||||||
LIABILITES
|
|
|
|
|
|
|||||||||
Current maturities of long-term debt
|
$
|
632,289
|
|
|
|
$
|
632,289
|
|
|
|
$
|
—
|
|
|
Other current liabilities
|
83,162
|
|
|
|
84,470
|
|
|
|
(1,308
|
)
|
|
|||
Other long-term liabilities
|
40,204
|
|
|
|
40,642
|
|
|
|
(438
|
)
|
|
|||
Value of liabilities
|
$
|
755,655
|
|
|
|
$
|
757,401
|
|
|
|
$
|
(1,746
|
)
|
|
|
|
|
|
|
|
|||||||||
CONTROLLING INTEREST
|
$
|
397,931
|
|
|
|
$
|
367,897
|
|
|
|
$
|
30,034
|
|
|
|
|
|
|
|
|
|||||||||
NONCONTROLLING INTERESTS
|
$
|
325,580
|
|
|
|
$
|
337,091
|
|
|
|
$
|
(11,511
|
)
|
|
|
|
As Provisionally Reported (and Revised)
|
|
Acquisition Method Accounting and Measurement Adjustments
|
|
As Retrospectively Adjusted
|
||||||
|
|
|
|
(In thousands)
|
|
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
145,623
|
|
|
$
|
—
|
|
|
$
|
145,623
|
|
Restricted cash
|
|
19,494
|
|
|
|
|
19,494
|
|
||||
Accounts receivable, net
|
|
48,888
|
|
|
|
|
48,888
|
|
||||
Inventories
|
|
16,029
|
|
|
|
|
16,029
|
|
||||
Prepaid expenses and other current assets
|
|
37,390
|
|
|
(237
|
)
|
|
37,153
|
|
|||
Income taxes receivable
|
|
5,249
|
|
|
|
|
5,249
|
|
||||
Deferred income taxes
|
|
8,149
|
|
|
|
|
8,149
|
|
||||
Total current assets
|
|
280,822
|
|
|
(237
|
)
|
|
280,585
|
|
|||
|
|
|
|
|
|
|
||||||
Property and equipment, net
|
|
3,471,933
|
|
|
(88,562
|
)
|
|
3,383,371
|
|
|||
Assets held for development
|
|
1,086,844
|
|
|
|
|
1,086,844
|
|
||||
Debt financing costs, net
|
|
38,451
|
|
|
(3,458
|
)
|
|
34,993
|
|
Restricted investments
|
|
48,168
|
|
|
|
|
48,168
|
|
||||
Other assets, net
|
|
69,610
|
|
|
|
|
69,610
|
|
||||
Intangible assets, net
|
|
460,714
|
|
|
79,000
|
|
|
539,714
|
|
|||
Goodwill, net
|
|
213,576
|
|
|
|
|
213,576
|
|
||||
Total assets
|
|
$
|
5,670,118
|
|
|
$
|
(13,257
|
)
|
|
$
|
5,656,861
|
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
||||||
Current maturities of long-term debt
|
|
$
|
25,690
|
|
|
$
|
—
|
|
|
$
|
25,690
|
|
Accounts payable
|
|
57,183
|
|
|
|
|
57,183
|
|
||||
Accrued liabilities
|
|
279,777
|
|
|
(1,308
|
)
|
|
278,469
|
|
|||
Tax liabilities
|
|
6,506
|
|
|
|
|
6,506
|
|
||||
Non-recourse obligations of variable interest entity
|
|
22,487
|
|
|
|
|
22,487
|
|
||||
Total current liabilities
|
|
391,643
|
|
|
(1,308
|
)
|
|
390,335
|
|
|||
|
|
|
|
|
|
|
||||||
Long-term debt, net of current maturities
|
|
3,193,065
|
|
|
|
|
3,193,065
|
|
||||
Deferred income taxes
|
|
360,342
|
|
|
1,832
|
|
|
362,174
|
|
|||
Other long-term tax liabilities
|
|
44,813
|
|
|
|
|
44,813
|
|
||||
Other liabilities
|
|
86,803
|
|
|
(2,270
|
)
|
|
84,533
|
|
|||
Non-recourse obligations of variable interest entity
|
|
220,572
|
|
|
|
|
220,572
|
|
||||
|
|
|
|
|
|
|
||||||
Stockholders’ equity
|
|
|
|
|
|
|
||||||
Preferred stock, $0.01 par value, 5,000,000 shares authorized
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock, $0.01 par value, 200,000,000 shares authorized; 86,244,978 and 86,130,454 shares outstanding
|
|
862
|
|
|
|
|
862
|
|
||||
Additional paid-in capital
|
|
635,028
|
|
|
|
|
635,028
|
|
||||
Retained earnings
|
|
560,909
|
|
|
|
|
560,909
|
|
||||
Accumulated other comprehensive loss, net
|
|
(7,594
|
)
|
|
|
|
(7,594
|
)
|
||||
Total Boyd Gaming Corporation stockholders’ equity
|
|
1,189,205
|
|
|
—
|
|
|
1,189,205
|
|
|||
Noncontrolling interests
|
|
183,675
|
|
|
(11,511
|
)
|
|
172,164
|
|
|||
Total stockholders’ equity
|
|
1,372,880
|
|
|
(11,511
|
)
|
|
1,361,369
|
|
|||
Total liabilities and stockholders’ equity
|
|
$
|
5,670,118
|
|
|
$
|
(13,257
|
)
|
|
$
|
5,656,861
|
|
|
|
|
Bargain
|
||
|
|
|
Purchase Gain
|
||
|
|
|
(In thousands)
|
||
Fair value of controlling equity interest
|
|
|
$
|
397,931
|
|
Carrying value of equity investment in Borgata
|
|
|
397,622
|
|
|
Bargain purchase gain
|
|
|
$
|
309
|
|
|
Year Ended December 31, 2010
|
||
|
(In thousands)
|
||
Maintenance and utilities
|
$
|
141
|
|
Depreciation and amortization
|
2,221
|
|
|
Other operating charges, net
|
(61
|
)
|
|
Total operating costs and expenses
|
2,301
|
|
|
Interest expense
|
3,458
|
|
|
Total other expense, net
|
3,458
|
|
|
Income (loss) before income taxes
|
$
|
(1,157
|
)
|
|
March 24, through December 31, 2011
|
||
|
(In thousands)
|
||
Statement of Operations
|
|
||
Revenues
|
|
||
Gaming
|
$
|
506,073
|
|
Food and beverage
|
116,534
|
|
|
Room
|
91,045
|
|
|
Other
|
33,752
|
|
|
Gross revenues
|
747,404
|
|
|
Less promotional allowances
|
167,264
|
|
|
Net revenues
|
580,140
|
|
|
|
|
||
Costs and expenses
|
|
||
Gaming
|
203,962
|
|
|
Food and beverage
|
55,989
|
|
|
Room
|
11,806
|
|
|
Other
|
27,209
|
|
|
Selling, general and administrative
|
94,983
|
|
|
Maintenance and utilities
|
49,913
|
|
|
Depreciation and amortization
|
52,886
|
|
|
Other operating charges, net
|
(8
|
)
|
|
Total costs and expenses
|
496,740
|
|
|
|
|
||
Operating income
|
83,400
|
|
|
|
|
||
Other expense
|
|
||
Interest expense
|
45,139
|
|
|
Total other expense, net
|
45,139
|
|
|
|
|
||
Income before provision for state income taxes
|
38,261
|
|
|
Provision for state income taxes
|
(4,067
|
)
|
|
Net income
|
$
|
34,194
|
|
|
December 31,
|
||
|
2009
|
||
|
(In thousands)
|
||
Our share of Borgata's operating income
|
$
|
73,424
|
|
Net amortization expense related to our investment in Borgata
|
(1,298
|
)
|
|
Operating income from Borgata, as reported on our consolidated financial statements
|
$
|
72,126
|
|
|
|
||
Other non-operating expenses from Borgata, as reported on our consolidated financial statements
|
$
|
19,303
|
|
|
|
Year Ended December 31, 2010
|
||||||||||||||
|
|
Boyd Gaming Corporation
|
|
|
|
|
|
Boyd Gaming Corporation
|
||||||||
|
|
As Reported (and Revised)
|
|
Borgata Stub Period
|
|
Adjustments
|
|
Pro Forma
|
||||||||
Revenues
|
|
|
|
(In thousands)
|
|
|
||||||||||
Gaming
|
|
$
|
1,812,487
|
|
|
$
|
137,831
|
|
|
$
|
—
|
|
|
$
|
1,950,318
|
|
Food and beverage
|
|
347,588
|
|
|
31,218
|
|
|
—
|
|
|
378,806
|
|
||||
Room
|
|
211,046
|
|
|
24,154
|
|
|
—
|
|
|
235,200
|
|
||||
Other
|
|
123,603
|
|
|
9,179
|
|
|
—
|
|
|
132,782
|
|
||||
Gross revenues
|
|
2,494,724
|
|
|
202,382
|
|
|
—
|
|
|
2,697,106
|
|
||||
Less promotional allowances
|
|
353,825
|
|
|
44,093
|
|
|
—
|
|
|
397,918
|
|
||||
Net revenues
|
|
2,140,899
|
|
|
158,289
|
|
|
—
|
|
|
2,299,188
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
|
||||||||
Gaming
|
|
859,818
|
|
|
59,861
|
|
|
—
|
|
|
919,679
|
|
||||
Food and beverage
|
|
180,840
|
|
|
13,500
|
|
|
—
|
|
|
194,340
|
|
||||
Room
|
|
49,323
|
|
|
2,185
|
|
|
—
|
|
|
51,508
|
|
||||
Other
|
|
99,458
|
|
|
7,127
|
|
|
—
|
|
|
106,585
|
|
||||
Selling, general and administrative
|
|
369,217
|
|
|
28,981
|
|
|
—
|
|
|
398,198
|
|
||||
Maintenance and utilities
|
|
140,722
|
|
|
13,522
|
|
|
—
|
|
|
154,244
|
|
||||
Depreciation and amortization
|
|
199,275
|
|
|
16,754
|
|
|
—
|
|
|
216,029
|
|
||||
Corporate expense
|
|
48,861
|
|
|
—
|
|
|
—
|
|
|
48,861
|
|
||||
Preopening expenses
|
|
7,459
|
|
|
—
|
|
|
—
|
|
|
7,459
|
|
||||
Other operating charges, net
|
|
4,713
|
|
|
68
|
|
|
—
|
|
|
4,781
|
|
||||
Total costs and expenses
|
|
1,959,686
|
|
|
141,998
|
|
|
—
|
|
|
2,101,684
|
|
||||
Operating income from Borgata
|
|
8,146
|
|
|
—
|
|
|
(8,146
|
)
|
|
—
|
|
||||
Operating income
|
|
189,359
|
|
|
16,291
|
|
|
(8,146
|
)
|
|
197,504
|
|
||||
Other expense (income)
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Interest expense, net
|
|
180,558
|
|
|
5,060
|
|
|
—
|
|
|
185,618
|
|
||||
Other income
|
|
480
|
|
|
—
|
|
|
—
|
|
|
480
|
|
||||
Gain on early retirements of debt
|
|
(2,758
|
)
|
|
—
|
|
|
—
|
|
|
(2,758
|
)
|
||||
Gain on controlling interest in Borgata
|
|
(2,535
|
)
|
|
—
|
|
|
—
|
|
|
(2,535
|
)
|
||||
Other income
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
||||
Other non-operating expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other non-operating expenses from Borgata, net
|
|
3,133
|
|
|
—
|
|
|
(3,133
|
)
|
|
—
|
|
||||
Total other expense, net
|
|
168,873
|
|
|
5,060
|
|
|
(3,133
|
)
|
|
170,800
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes
|
|
20,486
|
|
|
11,231
|
|
|
(5,013
|
)
|
|
26,704
|
|
||||
Income taxes
|
|
(8,236
|
)
|
|
(1,206
|
)
|
|
—
|
|
|
(9,442
|
)
|
||||
Net income (loss)
|
|
12,250
|
|
|
$
|
10,025
|
|
|
(5,013
|
)
|
|
17,262
|
|
|||
Net income attributable to noncontrolling interests
|
|
(1,940
|
)
|
|
—
|
|
|
(5,012
|
)
|
|
(6,952
|
)
|
||||
Net income attributable to Boyd Gaming Corporation
|
|
$
|
10,310
|
|
|
$
|
10,025
|
|
|
$
|
(10,025
|
)
|
|
$
|
10,310
|
|
|
|
Year Ended December 31, 2009
|
||||||||||||||
|
|
Boyd Gaming Corporation
|
|
|
|
|
|
Boyd Gaming Corporation
|
||||||||
|
|
As Reported
|
|
Borgata
|
|
Adjustments
|
|
Pro Forma
|
||||||||
Revenues
|
|
|
|
(In thousands)
|
|
|
||||||||||
Gaming
|
|
$
|
1,372,091
|
|
|
$
|
691,428
|
|
|
$
|
—
|
|
|
$
|
2,063,519
|
|
Food and beverage
|
|
229,374
|
|
|
143,410
|
|
|
—
|
|
|
372,784
|
|
||||
Room
|
|
122,305
|
|
|
113,143
|
|
|
—
|
|
|
235,448
|
|
||||
Other
|
|
100,396
|
|
|
42,620
|
|
|
—
|
|
|
143,016
|
|
||||
Gross revenues
|
|
1,824,166
|
|
|
990,601
|
|
|
—
|
|
|
2,814,767
|
|
||||
Less promotional allowances
|
|
183,180
|
|
|
213,193
|
|
|
—
|
|
|
396,373
|
|
||||
Net revenues
|
|
1,640,986
|
|
|
777,408
|
|
|
—
|
|
|
2,418,394
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
|
||||||||
Gaming
|
|
664,739
|
|
|
280,620
|
|
|
—
|
|
|
945,359
|
|
||||
Food and beverage
|
|
125,830
|
|
|
64,217
|
|
|
—
|
|
|
190,047
|
|
||||
Room
|
|
39,655
|
|
|
11,940
|
|
|
—
|
|
|
51,595
|
|
||||
Other
|
|
77,840
|
|
|
34,908
|
|
|
—
|
|
|
112,748
|
|
||||
Selling, general and administrative
|
|
284,937
|
|
|
128,164
|
|
|
—
|
|
|
413,101
|
|
||||
Maintenance and utilities
|
|
92,296
|
|
|
59,900
|
|
|
—
|
|
|
152,196
|
|
||||
Depreciation and amortization
|
|
164,427
|
|
|
78,719
|
|
|
1,298
|
|
|
244,444
|
|
||||
Corporate expense
|
|
47,617
|
|
|
—
|
|
|
—
|
|
|
47,617
|
|
||||
Preopening expenses
|
|
17,798
|
|
|
699
|
|
|
—
|
|
|
18,497
|
|
||||
Other operating charges, net
|
|
41,780
|
|
|
(28,606
|
)
|
|
—
|
|
|
13,174
|
|
||||
Total costs and expenses
|
|
1,556,919
|
|
|
630,561
|
|
|
1,298
|
|
|
2,188,778
|
|
||||
Operating income from Borgata
|
|
72,126
|
|
|
—
|
|
|
(72,126
|
)
|
|
—
|
|
||||
Operating income
|
|
156,193
|
|
|
146,847
|
|
|
(73,424
|
)
|
|
229,616
|
|
||||
Other expense (income)
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Interest expense, net
|
|
146,830
|
|
|
27,668
|
|
|
—
|
|
|
174,498
|
|
||||
Gain on early retirements of debt
|
|
(15,284
|
)
|
|
—
|
|
|
—
|
|
|
(15,284
|
)
|
||||
Other non-operating expenses
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||
Other non-operating expenses from Borgata, net
|
|
19,303
|
|
|
—
|
|
|
(19,303
|
)
|
|
—
|
|
||||
Total other expense, net
|
|
150,876
|
|
|
27,668
|
|
|
(19,303
|
)
|
|
159,241
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes
|
|
5,317
|
|
|
119,179
|
|
|
(54,121
|
)
|
|
70,375
|
|
||||
Income taxes
|
|
(1,076
|
)
|
|
(10,938
|
)
|
|
—
|
|
|
(12,014
|
)
|
||||
Net income (loss)
|
|
4,241
|
|
|
$
|
108,241
|
|
|
(54,121
|
)
|
|
58,361
|
|
|||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(54,120
|
)
|
|
(54,120
|
)
|
||||
Net income attributable to Boyd Gaming Corporation
|
|
$
|
4,241
|
|
|
$
|
108,241
|
|
|
$
|
(108,241
|
)
|
|
$
|
4,241
|
|
|
|
|
|
|
December 31, 2011
|
||||||||||||||
|
|
Boyd Gaming
|
|
|
|
|
|
Boyd Gaming
|
||||||||
|
|
Corporation
|
|
|
|
|
|
Corporation
|
||||||||
|
|
(excluding LVE, LLC)
|
|
LVE, LLC
|
|
Eliminations
|
|
(as consolidated)
|
||||||||
|
|
(In thousands)
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||||||
Current assets
|
|
$
|
340,762
|
|
|
$
|
2,132
|
|
|
$
|
—
|
|
|
$
|
342,894
|
|
Property and equipment, net
|
|
3,542,108
|
|
|
—
|
|
|
—
|
|
|
3,542,108
|
|
||||
Assets held for development
|
|
926,013
|
|
|
163,806
|
|
|
—
|
|
|
1,089,819
|
|
||||
Debt financing costs, net
|
|
29,544
|
|
|
2,555
|
|
|
—
|
|
|
32,099
|
|
||||
Restricted investments held by variable interest entity
|
|
—
|
|
|
21,367
|
|
|
—
|
|
|
21,367
|
|
||||
Other assets
|
|
67,173
|
|
|
—
|
|
|
—
|
|
|
67,173
|
|
||||
Intangible assets, net
|
|
574,018
|
|
|
—
|
|
|
—
|
|
|
574,018
|
|
||||
Goodwill, net
|
|
213,576
|
|
|
—
|
|
|
—
|
|
|
213,576
|
|
||||
Total assets
|
|
$
|
5,693,194
|
|
|
$
|
189,860
|
|
|
$
|
—
|
|
|
$
|
5,883,054
|
|
|
|
|
|
|
|
|
|
|
||||||||
LIABILITES
|
|
|
|
|
|
|
|
|
||||||||
Current maturities of long-term debt
|
|
$
|
43,230
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,230
|
|
Accounts payable
|
|
97,727
|
|
|
288
|
|
|
—
|
|
|
98,015
|
|
||||
Accrued and other liabilities
|
|
294,578
|
|
|
881
|
|
|
—
|
|
|
295,459
|
|
||||
Non-recourse obligations of variable interest entity
|
|
—
|
|
|
29,686
|
|
|
—
|
|
|
29,686
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt, net of current maturities
|
|
3,347,226
|
|
|
—
|
|
|
—
|
|
|
3,347,226
|
|
||||
Deferred income taxes
|
|
379,958
|
|
|
—
|
|
|
—
|
|
|
379,958
|
|
||||
Other liabilities
|
|
107,377
|
|
|
15,044
|
|
|
—
|
|
|
122,421
|
|
||||
Non-recourse obligations of variable interest entity
|
|
—
|
|
|
192,980
|
|
|
—
|
|
|
192,980
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
||||||||
Common stock
|
|
863
|
|
|
—
|
|
|
—
|
|
|
863
|
|
||||
Additional paid-in capital
|
|
644,174
|
|
|
—
|
|
|
—
|
|
|
644,174
|
|
||||
Retained earnings
|
|
557,055
|
|
|
—
|
|
|
—
|
|
|
557,055
|
|
||||
Accumulated other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Noncontrolling interests
|
|
221,006
|
|
|
(49,019
|
)
|
|
—
|
|
|
171,987
|
|
||||
Total liabilities and stockholders' equity
|
|
$
|
5,693,194
|
|
|
$
|
189,860
|
|
|
$
|
—
|
|
|
$
|
5,883,054
|
|
|
|
December 31, 2010
|
||||||||||||||
|
|
Boyd Gaming
|
|
|
|
|
|
Boyd Gaming
|
||||||||
|
|
Corporation
|
|
|
|
|
|
Corporation
|
||||||||
|
|
(excluding LVE, LLC)
|
|
LVE, LLC
|
|
Eliminations
|
|
(as consolidated)
|
||||||||
|
|
(
In thousands
)
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||||||
Current assets
|
|
$
|
278,902
|
|
|
$
|
1,683
|
|
|
$
|
—
|
|
|
$
|
280,585
|
|
Property and equipment, net
|
|
3,383,371
|
|
|
—
|
|
|
—
|
|
|
3,383,371
|
|
||||
Assets held for development
|
|
923,038
|
|
|
163,806
|
|
|
—
|
|
|
1,086,844
|
|
||||
Debt financing costs, net
|
|
31,346
|
|
|
3,647
|
|
|
—
|
|
|
34,993
|
|
||||
Restricted investments held by variable interest entity
|
|
—
|
|
|
48,168
|
|
|
—
|
|
|
48,168
|
|
||||
Other assets
|
|
69,610
|
|
|
—
|
|
|
—
|
|
|
69,610
|
|
||||
Intangible assets, net
|
|
539,714
|
|
|
—
|
|
|
—
|
|
|
539,714
|
|
||||
Goodwill, net
|
|
213,576
|
|
|
—
|
|
|
—
|
|
|
213,576
|
|
||||
Total assets
|
|
$
|
5,439,557
|
|
|
$
|
217,304
|
|
|
$
|
—
|
|
|
$
|
5,656,861
|
|
|
|
|
|
|
|
|
|
|
||||||||
LIABILITES
|
|
|
|
|
|
|
|
|
||||||||
Current maturities of long-term debt
|
|
$
|
25,690
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,690
|
|
Accounts payable
|
|
56,790
|
|
|
393
|
|
|
—
|
|
|
57,183
|
|
||||
Accrued and other liabilities
|
|
277,429
|
|
|
1,040
|
|
|
—
|
|
|
278,469
|
|
||||
Non-recourse obligations of variable interest entity
|
|
—
|
|
|
22,487
|
|
|
—
|
|
|
22,487
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt, net of current maturities
|
|
3,193,065
|
|
|
—
|
|
|
—
|
|
|
3,193,065
|
|
||||
Deferred income taxes
|
|
362,174
|
|
|
—
|
|
|
—
|
|
|
362,174
|
|
||||
Other liabilities
|
|
115,948
|
|
|
19,904
|
|
|
—
|
|
|
135,852
|
|
||||
Non-recourse obligations of variable interest entity
|
|
—
|
|
|
220,572
|
|
|
—
|
|
|
220,572
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
||||||||
Common stock
|
|
862
|
|
|
—
|
|
|
—
|
|
|
862
|
|
||||
Additional paid-in capital
|
|
635,028
|
|
|
—
|
|
|
—
|
|
|
635,028
|
|
||||
Retained earnings
|
|
560,909
|
|
|
—
|
|
|
—
|
|
|
560,909
|
|
||||
Accumulated other comprehensive loss, net
|
|
(7,594
|
)
|
|
—
|
|
|
—
|
|
|
(7,594
|
)
|
||||
Noncontrolling interests
|
|
219,256
|
|
|
(47,092
|
)
|
|
—
|
|
|
172,164
|
|
||||
Total liabilities and stockholders' equity
|
|
$
|
5,439,557
|
|
|
$
|
217,304
|
|
|
$
|
—
|
|
|
$
|
5,656,861
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2011
|
||||||||||||||
|
|
Boyd Gaming
|
|
|
|
|
|
Boyd Gaming
|
||||||||
|
|
Corporation
|
|
|
|
|
|
Corporation
|
||||||||
|
|
(excluding LVE, LLC)
|
|
LVE, LLC
|
|
Eliminations
|
|
(as consolidated)
|
||||||||
|
|
(In thousands)
|
||||||||||||||
REVENUES
|
|
|
|
|
|
|
|
|
||||||||
Other revenue
|
|
$
|
135,176
|
|
|
$
|
10,858
|
|
|
$
|
(10,858
|
)
|
|
$
|
135,176
|
|
|
|
|
|
|
|
|
|
|
||||||||
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
||||||||
Preopening expenses
|
|
17,492
|
|
|
—
|
|
|
(10,858
|
)
|
|
6,634
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
$
|
222,246
|
|
|
$
|
10,858
|
|
|
$
|
—
|
|
|
$
|
233,104
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other expense
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
$
|
233,932
|
|
|
$
|
16,753
|
|
|
$
|
—
|
|
|
$
|
250,685
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss before income taxes
|
|
$
|
(383
|
)
|
|
$
|
(5,895
|
)
|
|
$
|
—
|
|
|
$
|
(6,278
|
)
|
Income taxes
|
|
(1,721
|
)
|
|
—
|
|
|
—
|
|
|
(1,721
|
)
|
||||
Net loss
|
|
(2,104
|
)
|
|
(5,895
|
)
|
|
—
|
|
|
(7,999
|
)
|
||||
Net (income) loss attributable to noncontrolling interests
|
|
(1,750
|
)
|
|
5,895
|
|
|
—
|
|
|
4,145
|
|
||||
Net loss attributable to Boyd Gaming Corporation
|
|
$
|
(3,854
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,854
|
)
|
|
|
Year Ended December 31, 2010
|
||||||||||||||
|
|
Boyd Gaming
|
|
|
|
|
|
Boyd Gaming
|
||||||||
|
|
Corporation
|
|
|
|
|
|
Corporation
|
||||||||
|
|
(excluding LVE, LLC)
|
|
LVE, LLC
|
|
Eliminations
|
|
(as consolidated)
|
||||||||
|
|
(In thousands)
|
||||||||||||||
REVENUES
|
|
|
|
|
|
|
|
|
||||||||
Other revenue
|
|
$
|
123,603
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123,603
|
|
|
|
|
|
|
|
|
|
|
||||||||
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
||||||||
Preopening expenses
|
|
8,405
|
|
|
—
|
|
|
(946
|
)
|
|
7,459
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
$
|
188,413
|
|
|
$
|
—
|
|
|
$
|
946
|
|
|
$
|
189,359
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other expense
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
164,449
|
|
|
16,104
|
|
|
—
|
|
|
180,553
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes
|
|
$
|
35,644
|
|
|
$
|
(16,104
|
)
|
|
$
|
946
|
|
|
$
|
20,486
|
|
Income taxes
|
|
(8,236
|
)
|
|
—
|
|
|
—
|
|
|
(8,236
|
)
|
||||
Net income (loss)
|
|
27,408
|
|
|
(16,104
|
)
|
|
946
|
|
|
12,250
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
|
(17,098
|
)
|
|
16,104
|
|
|
(946
|
)
|
|
(1,940
|
)
|
||||
Net income attributable to Boyd Gaming Corporation
|
|
$
|
10,310
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,310
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Land
|
$
|
614,697
|
|
|
$
|
576,947
|
|
Buildings and improvements
|
3,513,230
|
|
|
3,309,506
|
|
||
Riverboats and barges
|
1,185,737
|
|
|
1,131,837
|
|
||
Furniture and equipment
|
168,204
|
|
|
167,420
|
|
||
Other
|
37,368
|
|
|
25,423
|
|
||
Total property and equipment
|
5,519,236
|
|
|
5,211,133
|
|
||
Less accumulated depreciation
|
1,977,128
|
|
|
1,827,762
|
|
||
Property and equipment, net
|
$
|
3,542,108
|
|
|
$
|
3,383,371
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Echelon Project Infrastructure
|
|
|
|
||||
Land
|
$
|
215,969
|
|
|
$
|
213,649
|
|
Construction and developments costs
|
500,787
|
|
|
500,132
|
|
||
Project management and other costs
|
115,712
|
|
|
115,712
|
|
||
Professional and design fees
|
93,545
|
|
|
93,545
|
|
||
Central Energy Facility
|
|
|
|
||||
Construction and development costs
|
163,806
|
|
|
163,806
|
|
||
Total assets held for development
|
$
|
1,089,819
|
|
|
$
|
1,086,844
|
|
|
Weighted Average Life
|
|
Gross Carrying Value
|
|
Cumulative Amortization
|
|
Cumulative Impairment Losses
|
|
Intangible Assets, Net
|
||||||||
Amortizing Intangibles:
|
|
|
(In thousands)
|
|
|
||||||||||||
Customer relationships
|
3.7 years
|
|
$
|
17,700
|
|
|
$
|
(10,026
|
)
|
|
$
|
—
|
|
|
$
|
7,674
|
|
Favorable lease rates
|
43.8 years
|
|
45,370
|
|
|
(7,825
|
)
|
|
—
|
|
|
37,545
|
|
||||
Development agreement
|
10 years
|
|
21,373
|
|
|
—
|
|
|
—
|
|
|
21,373
|
|
||||
|
|
|
84,443
|
|
|
(17,851
|
)
|
|
—
|
|
|
66,592
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Indefinite-Lived Intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
Indefinite
|
|
141,000
|
|
|
—
|
|
|
(5,000
|
)
|
|
136,000
|
|
||||
Gaming license rights
|
Indefinite
|
|
567,886
|
|
|
(33,960
|
)
|
|
(162,500
|
)
|
|
371,426
|
|
||||
|
|
|
708,886
|
|
|
(33,960
|
)
|
|
(167,500
|
)
|
|
507,426
|
|
||||
December 31, 2011
|
|
|
$
|
793,329
|
|
|
$
|
(51,811
|
)
|
|
$
|
(167,500
|
)
|
|
$
|
574,018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortizing Intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
5 years
|
|
$
|
14,400
|
|
|
$
|
(400
|
)
|
|
$
|
—
|
|
|
$
|
14,000
|
|
Favorable lease rates
|
43.8 years
|
|
45,370
|
|
|
(6,782
|
)
|
|
—
|
|
|
38,588
|
|
||||
|
|
|
59,770
|
|
|
(7,182
|
)
|
|
—
|
|
|
52,588
|
|
||||
Indefinite-Lived Intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
Indefinite
|
|
115,700
|
|
|
—
|
|
|
—
|
|
|
115,700
|
|
||||
Gaming license rights
|
Indefinite
|
|
567,886
|
|
|
(33,960
|
)
|
|
(162,500
|
)
|
|
371,426
|
|
||||
|
|
|
683,586
|
|
|
(33,960
|
)
|
|
(162,500
|
)
|
|
487,126
|
|
||||
December 31, 2010
|
|
|
$
|
743,356
|
|
|
$
|
(41,142
|
)
|
|
$
|
(162,500
|
)
|
|
$
|
539,714
|
|
|
Customer Relationships
|
|
Favorable Lease Rates
|
|
Development Agreement
|
|
Trademarks
|
|
Gaming License Rights
|
|
Intangible Assets, Net
|
||||||||||||
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||||||
Balance January 1, 2009
|
$
|
37
|
|
|
$
|
40,675
|
|
|
$
|
—
|
|
|
$
|
50,700
|
|
|
$
|
371,426
|
|
|
$
|
462,838
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization
|
(37
|
)
|
|
(1,044
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,081
|
)
|
||||||
Balance December 31, 2009
|
—
|
|
|
39,631
|
|
|
—
|
|
|
50,700
|
|
|
371,426
|
|
|
461,757
|
|
||||||
Additions
|
14,000
|
|
|
—
|
|
|
—
|
|
|
65,000
|
|
|
—
|
|
|
79,000
|
|
||||||
Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization
|
—
|
|
|
(1,043
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,043
|
)
|
||||||
Balance December 31, 2010
|
14,000
|
|
|
38,588
|
|
|
—
|
|
|
115,700
|
|
|
371,426
|
|
|
539,714
|
|
||||||
Additions
|
3,300
|
|
|
—
|
|
|
21,373
|
|
|
25,300
|
|
|
—
|
|
|
49,973
|
|
||||||
Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|
—
|
|
|
(5,000
|
)
|
||||||
Amortization
|
(9,626
|
)
|
|
(1,043
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,669
|
)
|
||||||
Balance December 31, 2011
|
$
|
7,674
|
|
|
$
|
37,545
|
|
|
$
|
21,373
|
|
|
$
|
136,000
|
|
|
$
|
371,426
|
|
|
$
|
574,018
|
|
For the Year Ending December 31,
|
|
Customer Relationships
|
|
Favorable Lease Rates
|
Development Agreement
|
Total
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||
2012
|
|
$
|
4,308
|
|
|
$
|
1,043
|
|
|
$
|
—
|
|
|
$
|
5,351
|
|
|
|
2013
|
|
2,591
|
|
|
1,043
|
|
|
—
|
|
|
3,634
|
|
|
|||||
2014
|
|
775
|
|
|
1,043
|
|
|
1,053
|
|
|
2,871
|
|
|
|||||
2015
|
|
|
|
1,043
|
|
|
2,401
|
|
|
3,444
|
|
|
||||||
2016
|
|
|
|
1,043
|
|
|
2,689
|
|
|
3,732
|
|
|
||||||
Thereafter
|
|
|
|
32,330
|
|
|
15,230
|
|
|
47,560
|
|
|
||||||
|
|
$
|
7,674
|
|
|
$
|
37,545
|
|
|
$
|
21,373
|
|
|
$
|
66,592
|
|
|
Gross Carrying Value
|
|
Cumulative Amortization
|
|
Cumulative Impairment Losses
|
|
Goodwill, Net
|
||||||||
|
(In thousands)
|
||||||||||||||
Reportable Segment:
|
|
|
|
|
|
|
|
||||||||
Las Vegas Locals
|
$
|
378,192
|
|
|
$
|
—
|
|
|
$
|
(165,479
|
)
|
|
$
|
212,713
|
|
Downtown Las Vegas
|
6,997
|
|
|
(6,134
|
)
|
|
—
|
|
|
863
|
|
||||
Midwest and South
|
50,671
|
|
|
—
|
|
|
(50,671
|
)
|
|
—
|
|
||||
December 31, 2011
|
$
|
435,860
|
|
|
$
|
(6,134
|
)
|
|
$
|
(216,150
|
)
|
|
$
|
213,576
|
|
|
Goodwill, Net
|
||
|
(In thousands)
|
|
|
Balance January 1, 2009
|
$
|
213,576
|
|
Additions
|
28,352
|
|
|
Impairments
|
(28,352
|
)
|
|
Balance December 31, 2009
|
213,576
|
|
|
Additions
|
—
|
|
|
Impairments
|
—
|
|
|
Balance December 31, 2010
|
213,576
|
|
|
Additions
|
—
|
|
|
Impairments
|
—
|
|
|
Balance December 31, 2011
|
$
|
213,576
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Payroll and related expenses
|
$
|
80,720
|
|
|
$
|
73,054
|
|
Interest
|
41,344
|
|
|
51,347
|
|
||
Gaming liabilities
|
76,591
|
|
|
70,907
|
|
||
Accrued expenses and other liabilities
|
96,804
|
|
|
83,161
|
|
||
Total accrued liabilities
|
$
|
295,459
|
|
|
$
|
278,469
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Non-recourse obligations of variable interest entity, current:
|
|
|
|
||||
Notes payable to members
|
$
|
29,686
|
|
|
$
|
22,487
|
|
|
|
|
|
||||
Non-recourse obligations of variable interest entity, long term:
|
|
|
|
||||
Construction and term loan facility
|
$
|
119,980
|
|
|
$
|
120,572
|
|
Tax-exempt variable rate bonds
|
73,000
|
|
|
100,000
|
|
||
|
$
|
192,980
|
|
|
$
|
220,572
|
|
|
December 31, 2011
|
||||||||||||||
|
Outstanding Principal
|
|
Unamortized Discount
|
|
Unamortized Origination Fees
|
|
Long-Term Debt, Net
|
||||||||
|
(In thousands)
|
||||||||||||||
Boyd Gaming Corporation Debt:
|
|
|
|
|
|
|
|
||||||||
Bank credit facility
|
$
|
1,632,750
|
|
|
$
|
(4,318
|
)
|
|
$
|
(6,717
|
)
|
|
$
|
1,621,715
|
|
9.125% senior notes due 2018
|
500,000
|
|
|
—
|
|
|
(8,556
|
)
|
|
491,444
|
|
||||
6.75% senior subordinated notes due 2014
|
215,668
|
|
|
—
|
|
|
—
|
|
|
215,668
|
|
||||
7.125% senior subordinated notes due 2016
|
240,750
|
|
|
—
|
|
|
—
|
|
|
240,750
|
|
||||
Other
|
11,071
|
|
|
—
|
|
|
—
|
|
|
11,071
|
|
||||
|
$
|
2,600,239
|
|
|
$
|
(4,318
|
)
|
|
$
|
(15,273
|
)
|
|
$
|
2,580,648
|
|
|
|
|
|
|
|
|
|
||||||||
Borgata Debt:
|
|
|
|
|
|
|
|
||||||||
Bank credit facility
|
40,200
|
|
|
—
|
|
|
—
|
|
|
40,200
|
|
||||
9.50% senior secured notes due 2015
|
398,000
|
|
|
(3,271
|
)
|
|
(7,680
|
)
|
|
387,049
|
|
||||
9.875% senior secured notes due 2018
|
393,500
|
|
|
(2,366
|
)
|
|
(8,575
|
)
|
|
382,559
|
|
||||
|
$
|
831,700
|
|
|
$
|
(5,637
|
)
|
|
$
|
(16,255
|
)
|
|
$
|
809,808
|
|
Less current maturities
|
43,230
|
|
|
—
|
|
|
—
|
|
|
43,230
|
|
||||
Long-term debt, net
|
$
|
3,388,709
|
|
|
$
|
(9,955
|
)
|
|
$
|
(31,528
|
)
|
|
$
|
3,347,226
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
||||||||||||||
|
Outstanding Principal
|
|
Unamortized Discount
|
|
Unamortized Origination Fees
|
|
Long-Term Debt, Net
|
||||||||
|
(In thousands)
|
||||||||||||||
Boyd Gaming Corporation Debt:
|
|
|
|
|
|
|
|
||||||||
Bank credit facility
|
$
|
1,425,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,425,000
|
|
9.125% senior notes due 2018
|
500,000
|
|
|
—
|
|
|
(9,794
|
)
|
|
490,206
|
|
||||
6.75% senior subordinated notes due 2014
|
215,668
|
|
|
—
|
|
|
—
|
|
|
215,668
|
|
||||
7.125% senior subordinated notes due 2016
|
240,750
|
|
|
—
|
|
|
—
|
|
|
240,750
|
|
||||
Other
|
11,761
|
|
|
—
|
|
|
—
|
|
|
11,761
|
|
||||
|
$
|
2,393,179
|
|
|
$
|
—
|
|
|
$
|
(9,794
|
)
|
|
$
|
2,383,385
|
|
|
|
|
|
|
|
|
|
||||||||
Borgata Debt:
|
|
|
|
|
|
|
|
||||||||
Bank credit facility
|
60,900
|
|
|
—
|
|
|
—
|
|
|
60,900
|
|
||||
9.50% senior secured notes due 2015
|
400,000
|
|
|
(3,969
|
)
|
|
(9,319
|
)
|
|
386,712
|
|
||||
9.875% senior secured notes due 2018
|
400,000
|
|
|
(2,648
|
)
|
|
(9,594
|
)
|
|
387,758
|
|
||||
|
$
|
860,900
|
|
|
$
|
(6,617
|
)
|
|
$
|
(18,913
|
)
|
|
$
|
835,370
|
|
Less current maturities
|
25,690
|
|
|
|
|
|
|
25,690
|
|
||||||
Long-term debt, net
|
$
|
3,228,389
|
|
|
$
|
(6,617
|
)
|
|
$
|
(28,707
|
)
|
|
$
|
3,193,065
|
|
|
|
December 31,
|
||||||
|
|
2011
|
|
2010
|
||||
|
|
(
In thousands
)
|
||||||
Extended Revolving Facility
|
|
$
|
807,000
|
|
|
$
|
572,636
|
|
Non-Extended Revolving Facility
|
|
—
|
|
|
327,364
|
|
||
Initial Term Loan
|
|
475,000
|
|
|
500,000
|
|
||
Incremental Term Loan
|
|
338,965
|
|
|
—
|
|
||
Swing Loan
|
|
750
|
|
|
25,000
|
|
||
|
|
$
|
1,621,715
|
|
|
$
|
1,425,000
|
|
|
Maximum Total
|
For the Trailing Four Quarters Ending
|
Leverage Ratio
|
December 31, 2010 through and including December 31, 2011
|
7.75 to 1.00
|
March 31, 2012 through and including September 30, 2012
|
7.50 to 1.00
|
December 31, 2012 and March 31, 2013
|
7.25 to 1.00
|
June 30, 2013
|
7.00 to 1.00
|
September 30, 2013 and December 31, 2013
|
6.75 to 1.00
|
March 31, 2014
|
6.50 to 1.00
|
June 30, 2014
|
6.25 to 1.00
|
September 30, 2014
|
6.00 to 1.00
|
December 31, 2014
|
5.75 to 1.00
|
March 31, 2015 and thereafter
|
5.50 to 1.00
|
|
Minimum Secured
|
For the Trailing Four Quarters Ending
|
Leverage Ratio
|
December 31, 2010 through and including March 31, 2012
|
4.50 to 1.00
|
June 30, 2012 and September 30, 2012
|
4.25 to 1.00
|
December 31, 2012 and March 31, 2013
|
4.00 to 1.00
|
June 30, 2013 and September 30, 2013
|
3.75 to 1.00
|
December 31, 2013 and March 31, 2014
|
3.50 to 1.00
|
June 30, 2014 and thereafter
|
3.25 to 1.00
|
|
For the Year Ending December 31,
|
||||||||||
|
Boyd Gaming Long -Term Debt
|
|
Borgata Long-Term Debt
|
|
Total Long-Term Debt
|
||||||
|
(In thousands)
|
||||||||||
2012
|
$
|
43,230
|
|
|
$
|
—
|
|
|
$
|
43,230
|
|
2013
|
52,841
|
|
|
—
|
|
|
52,841
|
|
|||
2014
|
258,168
|
|
|
40,200
|
|
|
298,368
|
|
|||
2015
|
1,505,250
|
|
|
398,000
|
|
|
1,903,250
|
|
|||
2016
|
240,750
|
|
|
—
|
|
|
240,750
|
|
|||
Thereafter
|
500,000
|
|
|
393,500
|
|
|
893,500
|
|
|||
|
$
|
2,600,239
|
|
|
$
|
831,700
|
|
|
$
|
3,431,939
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Non-current deferred tax liability
|
$
|
379,958
|
|
|
$
|
362,174
|
|
Current deferred tax asset
|
21,570
|
|
|
8,149
|
|
||
Net deferred tax liability
|
$
|
358,388
|
|
|
$
|
354,025
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Deferred tax assets
|
|
|
|
||||
Share-based compensation
|
$
|
25,465
|
|
|
$
|
23,584
|
|
Reserve for employee benefits
|
14,159
|
|
|
12,342
|
|
||
Federal net operating loss carryforwards
|
11,504
|
|
|
—
|
|
||
State net operating loss carry-forwards, net of federal effect
|
9,024
|
|
|
9,685
|
|
||
Provision for doubtful accounts
|
4,807
|
|
|
4,818
|
|
||
Preopening expense
|
4,141
|
|
|
2,587
|
|
||
Tax credit carryforwards
|
2,722
|
|
|
1,430
|
|
||
Reserve differential for gaming activities
|
596
|
|
|
1,307
|
|
||
Derivative instruments market adjustment
|
—
|
|
|
4,229
|
|
||
Other
|
9,697
|
|
|
7,714
|
|
||
Gross deferred tax assets
|
82,115
|
|
|
67,696
|
|
||
Valuation allowance
|
(11,238
|
)
|
|
(11,987
|
)
|
||
Deferred tax assets, net of valuation allowance
|
70,877
|
|
|
55,709
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Difference between book and tax basis of:
|
|
|
|
||||
Property
|
$
|
243,812
|
|
|
$
|
246,841
|
|
Intangible assets
|
152,140
|
|
|
132,898
|
|
||
State tax liability, net of federal effect
|
19,208
|
|
|
16,223
|
|
||
Gain on early retirement of debt
|
6,731
|
|
|
6,731
|
|
||
Prepaid services and supplies
|
6,723
|
|
|
5,780
|
|
||
Other
|
651
|
|
|
1,261
|
|
||
Gross deferred tax liabilities
|
429,265
|
|
|
409,734
|
|
||
|
|
|
|
||||
Deferred tax liabilities, net
|
$
|
358,388
|
|
|
$
|
354,025
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(550
|
)
|
|
$
|
1,892
|
|
|
$
|
(11,550
|
)
|
State
|
2,603
|
|
|
3,090
|
|
|
634
|
|
|||
Total current taxes
|
2,053
|
|
|
4,982
|
|
|
(10,916
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(3,287
|
)
|
|
1,022
|
|
|
8,765
|
|
|||
State
|
2,955
|
|
|
2,232
|
|
|
3,227
|
|
|||
Total deferred taxes
|
(332
|
)
|
|
3,254
|
|
|
11,992
|
|
|||
Provision for income taxes
|
$
|
1,721
|
|
|
$
|
8,236
|
|
|
$
|
1,076
|
|
|
Year Ended December 31,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Tax at federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
(52.8
|
)%
|
|
11.9
|
%
|
|
47.2
|
%
|
Noncontrolling interests
|
(27.7
|
)%
|
|
(1.5
|
)%
|
|
—
|
%
|
Nontaxable gain on acquisition
|
25.5
|
%
|
|
—
|
%
|
|
—
|
%
|
Compensation-based credits
|
16.3
|
%
|
|
(6.0
|
)%
|
|
(29.8
|
)%
|
Accrued interest on uncertain tax benefits
|
(16.0
|
)%
|
|
1.6
|
%
|
|
(10.3
|
)%
|
Company provided benefits
|
(6.9
|
)%
|
|
3.5
|
%
|
|
16.6
|
%
|
Acquisition costs
|
—
|
%
|
|
—
|
%
|
|
(54.1
|
)%
|
Other, net
|
(0.8
|
)%
|
|
(4.3
|
)%
|
|
15.6
|
%
|
Effective tax rate
|
(27.4
|
)%
|
|
40.2
|
%
|
|
20.2
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Unrecognized tax benefit, beginning of year
|
$
|
38,336
|
|
|
$
|
29,053
|
|
|
$
|
30,485
|
|
Additions:
|
|
|
|
|
|
||||||
Tax positions related to consolidation of Borgata
|
—
|
|
|
8,714
|
|
|
—
|
|
|||
Tax positions related to current year
|
1,438
|
|
|
1,511
|
|
|
1,630
|
|
|||
Tax positions related to prior years
|
3,718
|
|
|
—
|
|
|
6,769
|
|
|||
Reductions:
|
|
|
|
|
|
||||||
Tax positions related to prior years
|
(1,172
|
)
|
|
(918
|
)
|
|
(8,044
|
)
|
|||
Settlement with taxing authorities
|
—
|
|
|
—
|
|
|
(1,764
|
)
|
|||
Lapse of applicable statute of limitations
|
—
|
|
|
(24
|
)
|
|
(23
|
)
|
|||
Unrecognized tax benefits
|
$
|
42,320
|
|
|
$
|
38,336
|
|
|
$
|
29,053
|
|
|
|
|
|
|
|
|
|
|
||||||
Effective Date
|
|
Notional Amount
|
|
Fixed Rate
|
|
|
Fair Value of Liability
|
Maturity Date
|
||||||
|
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|
|
|
|||
September 28, 2007
|
|
$
|
100,000
|
|
|
5.13
|
%
|
|
|
$
|
2,374
|
|
|
June 30, 2011
|
September 28, 2007
|
|
200,000
|
|
|
5.14
|
%
|
|
|
4,751
|
|
|
June 30, 2011
|
||
June 30, 2008
|
|
200,000
|
|
|
5.13
|
%
|
|
|
4,746
|
|
|
June 30, 2011
|
||
Totals
|
|
$
|
500,000
|
|
|
|
|
|
$
|
11,871
|
|
|
|
Derivatives in a Cash Flow Hedging Relationship - Interest Rate Swap Contracts
|
|
Gain (Loss)
Recognized in
OCI on Derivative
(Effective Portion)
|
|
Location of Gain
(Loss) Reclassified
from AOCI
into Income
(Ineffective Portion)
|
|
Gain (Loss)
Reclassified
from AOCI
into Income
(Ineffective Portion)
|
||||
|
|
(In thousands)
|
|
|
|
(In thousands)
|
||||
December 31, 2011
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
(11,824
|
)
|
December 31, 2010
|
|
16,356
|
|
|
Interest expense
|
|
(4,580
|
)
|
||
December 31, 2009
|
|
2,871
|
|
|
Interest expense
|
|
2,081
|
|
Derivatives Not Designated
as Hedging Instruments - Interest Rate Swap Contracts
|
|
Location of Gain
(Loss) Recognized
in Income on Derivative
(Ineffective Portion)
|
|
Loss Recognized in
Income on Derivative
(Ineffective Portion)
|
||
|
|
|
|
(In thousands)
|
||
December 31, 2011
|
|
Fair value adjustment of derivative instruments
|
|
$
|
265
|
|
December 31, 2010
|
|
Fair value adjustment of derivative instruments
|
|
480
|
|
|
December 31, 2009
|
|
Fair value adjustment of derivative instruments
|
|
—
|
|
•
|
Lease and Option Agreement, dated as of January 16, 2002, as amended by a letter agreement, dated April 10, 2009, a letter agreement, dated September 21, 2009, the Modification of Lease and Option Agreement, dated as of August 20, 2004, and the Second Modification of Employee Parking Structure Lease and Option Agreement, dated March 23, 2010, for approximately 2.0 acres of land underlying the parking garage;
|
•
|
Expansion Ground Lease, dated as of January 1, 2005, as amended by the Modification of Expansion Ground Lease, dated March 23, 2010, for approximately 3.5 acres of land underlying the Public Space Expansion;
|
•
|
Tower Expansion & Additional Structured Parking Ground Lease Agreement, dated as of January 1, 2005, as amended by the Modification of Tower Expansion & Additional Structured Parking Ground Lease Agreement, dated February 20, 2010, and the Second Modification of Tower Expansion & Additional Structured Parking Ground Lease Agreement, dated March 23, 2010, for approximately 1.6 acres of land underlying the Rooms Expansion and 2.7 acres of land underlying a parking structure each;
|
•
|
Surface Lot Ground Lease, dated as of August 20, 2004, as amended by the Modification of Surface Lot Ground Lease, dated March 23, 2010, for approximately 8.4 acres of land consisting of the surface parking lot; and
|
•
|
Ground Lease Agreement, dated as of March 23, 2010, for approximately 1.4 acres of land underlying a proposed additional parking structure.
|
|
Boyd Gaming Lease Obligations
|
|
Borgata Lease Obligations
|
|
Total Lease Obligations
|
||||||
For the Year Ending December 31,
|
|
||||||||||
2012
|
$
|
14,991
|
|
|
$
|
6,820
|
|
|
$
|
21,811
|
|
2013
|
13,672
|
|
|
6,062
|
|
|
19,734
|
|
|||
2014
|
11,768
|
|
|
5,870
|
|
|
17,638
|
|
|||
2015
|
9,606
|
|
|
5,753
|
|
|
15,359
|
|
|||
2016
|
9,593
|
|
|
5,735
|
|
|
15,328
|
|
|||
Thereafter
|
418,997
|
|
|
308,241
|
|
|
727,238
|
|
|||
|
$
|
478,627
|
|
|
$
|
338,481
|
|
|
$
|
817,108
|
|
|
Boyd Gaming Rental Income
|
|
Borgata Rental Income
|
|
Total Rental Income
|
||||||
For the Year Ending December 31,
|
|
||||||||||
2012
|
$
|
1,049
|
|
|
$
|
1,819
|
|
|
$
|
2,868
|
|
2013
|
683
|
|
|
1,237
|
|
|
1,920
|
|
|||
2014
|
187
|
|
|
423
|
|
|
610
|
|
|||
2015
|
144
|
|
|
423
|
|
|
567
|
|
|||
2016
|
20
|
|
|
324
|
|
|
344
|
|
|||
Thereafter
|
—
|
|
|
360
|
|
|
360
|
|
|||
|
$
|
2,083
|
|
|
$
|
4,586
|
|
|
$
|
6,669
|
|
|
Options
|
|
Weighted Average Option Price
|
|
Weighted Average Remaining Term
|
|
Aggregate Intrinsic Value
|
||||||
|
|
|
|
|
(In years)
|
|
(In thousands)
|
||||||
Outstanding at January 1, 2009
|
8,786,480
|
|
|
$
|
31.19
|
|
|
|
|
|
|||
Granted
|
1,426,992
|
|
|
7.57
|
|
|
|
|
|
||||
Canceled
|
(614,018
|
)
|
|
32.2
|
|
|
|
|
|
||||
Exercised
|
(29,797
|
)
|
|
5.39
|
|
|
|
|
|
||||
Outstanding at December 31, 2009
|
9,569,657
|
|
|
27.68
|
|
|
|
|
|
||||
Granted
|
1,190,867
|
|
|
8.34
|
|
|
|
|
|
||||
Canceled
|
(126,496
|
)
|
|
24.64
|
|
|
|
|
|
||||
Exercised
|
(114,525
|
)
|
|
6.31
|
|
|
|
|
|
||||
Outstanding at December 31, 2010
|
10,519,503
|
|
|
25.76
|
|
|
|
|
|
||||
Granted
|
541,340
|
|
|
6.74
|
|
|
|
|
|
||||
Canceled
|
(316,743
|
)
|
|
29.91
|
|
|
|
|
|
||||
Exercised
|
(72,757
|
)
|
|
5.46
|
|
|
|
|
|
||||
Outstanding at December 31, 2011
|
10,671,343
|
|
|
$
|
24.81
|
|
|
5.6
|
|
|
$
|
1,420
|
|
|
|
|
|
|
|
|
|
||||||
Exercisable at December 31, 2010
|
7,950,012
|
|
|
$
|
31.55
|
|
|
5.4
|
|
|
$
|
4,824
|
|
|
|
|
|
|
|
|
|
||||||
Exercisable at December 31, 2011
|
8,911,028
|
|
|
$
|
28.2028
|
|
|
5.0
|
|
|
$
|
1,011
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||
Range of Exercise Prices
|
|
Number Outstanding
|
|
Weighted-Average Remaining Contractual Life (Years)
|
|
Weighted-Average Exercise Price
|
|
Number Exercisable
|
|
Weighted-Average Exercise Price
|
||
$6.60 - $6.60
|
|
1,175,385
|
|
|
6.8
|
|
$6.60
|
|
1,175,385
|
|
|
$6.60
|
6.70 - 6.70
|
|
537,840
|
|
|
9.9
|
|
6.70
|
|
—
|
|
|
—
|
7.55 - 7.55
|
|
1,337,323
|
|
|
7.8
|
|
7.55
|
|
891,046
|
|
|
7.55
|
8.34 - 8.34
|
|
1,165,784
|
|
|
8.8
|
|
8.34
|
|
392,086
|
|
|
8.34
|
11.28 - 33.31
|
|
759,190
|
|
|
1.4
|
|
16.66
|
|
756,690
|
|
|
16.68
|
36.76 - 36.76
|
|
1,438,826
|
|
|
2.9
|
|
36.76
|
|
1,438,826
|
|
|
36.76
|
38.11 - 38.11
|
|
491,000
|
|
|
5.9
|
|
38.11
|
|
491,000
|
|
|
38.11
|
39.00 - 39.00
|
|
1,357,000
|
|
|
4.8
|
|
39.00
|
|
1,357,000
|
|
|
39.00
|
39.78 - 39.78
|
|
1,069,500
|
|
|
5.8
|
|
39.78
|
|
1,069,500
|
|
|
39.78
|
39.96 - 52.35
|
|
1,339,495
|
|
|
3.8
|
|
40.22
|
|
1,339,495
|
|
|
40.22
|
$6.60 - $52.35
|
|
10,671,343
|
|
|
5.6
|
|
$24.81
|
|
8,911,028
|
|
|
$28.20
|
|
Restricted Stock Units
|
|
Weighted Average Grant Date Fair Value
|
|
Outstanding at January 1, 2009
|
572,071
|
|
|
|
Granted
|
421,826
|
|
|
$7.94
|
Canceled
|
(12,508
|
)
|
|
|
Awarded
|
(11,281
|
)
|
|
|
Outstanding at December 31, 2009
|
970,108
|
|
|
|
Granted
|
485,067
|
|
|
$8.36
|
Canceled
|
(19,080
|
)
|
|
|
Awarded
|
—
|
|
|
|
Outstanding at December 31, 2010
|
1,436,095
|
|
|
|
Granted
|
765,516
|
|
|
$6.96
|
Canceled
|
(41,340
|
)
|
|
|
Awarded
|
(310,881
|
)
|
|
|
Outstanding at December 31, 2011
|
1,849,390
|
|
|
|
|
|
|
|
|
Vested at December 31, 2010
|
180,701
|
|
|
|
|
|
|
|
|
Vested at December 31, 2011
|
573,798
|
|
|
|
|
Performance Stock Units
|
|
Weighted Average Grant Date Fair Value
|
|
Outstanding at December 31, 2010
|
—
|
|
|
|
Granted
|
406,602
|
|
|
$6.70
|
Canceled
|
—
|
|
|
|
Awarded
|
—
|
|
|
|
Outstanding at December 31, 2011
|
406,602
|
|
|
|
|
|
|
|
|
Vested at December 31, 2011
|
—
|
|
|
|
|
Career Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Outstanding at January 1, 2009
|
59,789
|
|
|
|
Granted
|
250,160
|
|
|
$5.00
|
Canceled
|
(5,508
|
)
|
|
|
Awarded
|
—
|
|
|
|
Outstanding at December 31, 2009
|
304,441
|
|
|
|
Granted
|
146,622
|
|
|
$8.60
|
Canceled
|
(18,201
|
)
|
|
|
Awarded
|
—
|
|
|
|
Outstanding at December 31, 2010
|
432,862
|
|
|
|
Granted
|
113,495
|
|
|
$10.81
|
Canceled
|
(6,668
|
)
|
|
|
Awarded
|
—
|
|
|
|
Outstanding at December 31, 2011
|
539,689
|
|
|
|
|
|
|
|
|
Vested at December 31, 2010
|
122,055
|
|
|
|
|
|
|
|
|
Vested at December 31, 2011
|
314,888
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Stock Options
|
$
|
4,850
|
|
|
$
|
9,104
|
|
|
$
|
13,876
|
|
Restricted Stock Units
|
3,062
|
|
|
1,759
|
|
|
1,588
|
|
|||
Performance Stock Units
|
76
|
|
|
—
|
|
|
—
|
|
|||
Career Shares
|
2,008
|
|
|
461
|
|
|
424
|
|
|||
Total shared-based compensation costs
|
$
|
9,996
|
|
|
$
|
11,324
|
|
|
$
|
15,888
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Gaming
|
$
|
192
|
|
|
$
|
318
|
|
|
$
|
146
|
|
Food and beverage
|
37
|
|
|
61
|
|
|
15
|
|
|||
Room
|
17
|
|
|
29
|
|
|
5
|
|
|||
Selling, general and administrative
|
977
|
|
|
1,619
|
|
|
3,125
|
|
|||
Corporate expense
|
8,773
|
|
|
9,297
|
|
|
10,683
|
|
|||
Preopening expense
|
—
|
|
|
—
|
|
|
1,914
|
|
|||
Total shared-based compensation expense
|
$
|
9,996
|
|
|
$
|
11,324
|
|
|
$
|
15,888
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Fair value adjustment of derivative instruments
|
$
|
11,824
|
|
|
$
|
16,356
|
|
|
$
|
2,871
|
|
Tax effect
|
(4,230
|
)
|
|
(5,824
|
)
|
|
(979
|
)
|
|||
Fair value adjustment of derivative instruments, net of tax
|
$
|
7,594
|
|
|
$
|
10,532
|
|
|
$
|
1,892
|
|
|
Borgata
|
|
LVE
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Beginning balance, January 1, 2010
|
$
|
325,580
|
|
|
$
|
(30,673
|
)
|
|
$
|
294,907
|
|
Distributions
|
(123,422
|
)
|
|
—
|
|
|
(123,422
|
)
|
|||
Attributable net income (loss)
|
17,098
|
|
|
(15,158
|
)
|
|
1,940
|
|
|||
Comprehensive income
|
—
|
|
|
(1,261
|
)
|
|
(1,261
|
)
|
|||
Balance, December 31, 2010
|
$
|
219,256
|
|
|
$
|
(47,092
|
)
|
|
$
|
172,164
|
|
Attributable net income (loss)
|
1,750
|
|
|
(5,895
|
)
|
|
(4,145
|
)
|
|||
Comprehensive income
|
—
|
|
|
3,968
|
|
|
3,968
|
|
|||
Balance December 31, 2011
|
$
|
221,006
|
|
|
$
|
(49,019
|
)
|
|
$
|
171,987
|
|
Effective Date
|
|
Notional Amount
|
|
Fixed Rate
|
|
Maturity Date
|
|||
Derivatives Designated as Hedging Instruments:
|
|
(In thousands)
|
|
|
|
|
|||
December 21, 2007
|
|
$
|
131,986
|
|
|
4.59
|
%
|
|
November 1, 2013
|
|
|
|
|
|
|
|
|||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|||
December 21, 2007
|
|
100,000
|
|
|
3.42
|
%
|
|
November 1, 2013
|
|
Totals
|
|
$
|
231,986
|
|
|
|
|
|
|
December 31, 2011
|
||||||||||||||
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
(In thousands)
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
178,756
|
|
|
$
|
178,756
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2010
|
||||||||||||||
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
(In thousands)
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
145,623
|
|
|
$
|
145,623
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
11,871
|
|
|
$
|
—
|
|
|
$
|
11,871
|
|
|
$
|
—
|
|
|
December 31, 2011
|
||||||||||||
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
||||||
|
(In thousands)
|
||||||||||||
Boyd Gaming Debt:
|
|
|
|
|
|
|
|
||||||
Bank credit facility
|
$
|
1,632,750
|
|
|
$
|
1,621,715
|
|
|
$
|
1,388,630
|
|
|
Level 2
|
9.125% senior notes due 2018
|
500,000
|
|
|
491,444
|
|
|
471,000
|
|
|
Level 1
|
|||
6.75% senior subordinated notes due 2014
|
215,668
|
|
|
215,668
|
|
|
208,120
|
|
|
Level 1
|
|||
7.125% senior subordinated notes due 2016
|
240,750
|
|
|
240,750
|
|
|
208,249
|
|
|
Level 1
|
|||
Other
|
11,071
|
|
|
11,071
|
|
|
10,517
|
|
|
Level 3
|
|||
Borgata Debt:
|
|
|
|
|
|
|
|
||||||
Borgata bank credit facility
|
40,200
|
|
|
40,200
|
|
|
40,200
|
|
|
Level 2
|
|||
9.50% senior secured notes due 2015
|
398,000
|
|
|
387,049
|
|
|
378,100
|
|
|
Level 1
|
|||
9.875% senior secured notes due 2018
|
393,500
|
|
|
382,559
|
|
|
358,085
|
|
|
Level 1
|
|||
Total debt
|
$
|
3,431,939
|
|
|
$
|
3,390,456
|
|
|
$
|
3,062,901
|
|
|
|
|
December 31, 2010
|
||||||||||||
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
||||||
|
(In thousands)
|
||||||||||||
Boyd Gaming Debt:
|
|
|
|
|
|
|
|
||||||
Bank credit facility
|
$
|
1,425,000
|
|
|
$
|
1,425,000
|
|
|
$
|
1,346,625
|
|
|
Level 2
|
9.125% senior notes Due 2018
|
500,000
|
|
|
490,206
|
|
|
487,755
|
|
|
Level 1
|
|||
6.75% senior subordinated notes Due 2014
|
215,668
|
|
|
215,668
|
|
|
212,163
|
|
|
Level 1
|
|||
7.125% senior subordinated notes Due 2016
|
240,750
|
|
|
240,750
|
|
|
217,879
|
|
|
Level 1
|
|||
Other
|
11,761
|
|
|
11,761
|
|
|
11,173
|
|
|
Level 3
|
|||
Borgata Debt:
|
|
|
|
|
|
|
|
||||||
Borgata bank credit facility
|
60,900
|
|
|
60,900
|
|
|
60,900
|
|
|
Level 2
|
|||
Borgata 9.50% senior notes due 2015
|
400,000
|
|
|
386,712
|
|
|
375,111
|
|
|
Level 1
|
|||
Borgata 8.75% senior notes due 2018
|
400,000
|
|
|
387,758
|
|
|
379,518
|
|
|
Level 1
|
|||
Total debt
|
$
|
3,254,079
|
|
|
$
|
3,218,755
|
|
|
$
|
3,091,124
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Asset impairments and write-downs
|
$
|
6,741
|
|
|
$
|
736
|
|
|
$
|
42,745
|
|
Acquisition related expenses
|
6,375
|
|
|
3,977
|
|
|
981
|
|
|||
Flood expenses, net of recoveries
|
1,428
|
|
|
—
|
|
|
—
|
|
|||
Measurement period adjustments
|
(486
|
)
|
|
—
|
|
|
—
|
|
|||
Hurricane expenses and related items
|
—
|
|
|
—
|
|
|
(1,946
|
)
|
|||
Other operating charges, net
|
$
|
14,058
|
|
|
$
|
4,713
|
|
|
$
|
41,780
|
|
•
|
We and Borgata may elect to stop participating in our multi-employer plans. As a result, we and Borgata may be required to pay a withdrawal liability based on the underfunded status of the plan as applicable. Our ability to fund such payments would be based on the results of our operations and subject to the risk factors that impact our business. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and impact our ability to meet our obligations to the multiemployer plan.
|
•
|
We and Borgata may contribute assets to the multiemployer plan for the benefit of our covered employees that are used to provide benefits to employees of other participating employers.
|
•
|
We and Borgata may be required to fund additional amounts if other participating employers stop contributing to the multiemployer plan.
|
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
|
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
|
|
Sam's Town Hotel and Gambling Hall
|
Tunica, Mississippi
|
IP Casino Resort Spa
|
Biloxi, Mississippi
|
Par-A-Dice Hotel Casino
|
East Peoria, Illinois
|
Blue Chip Casino, Hotel & Spa
|
Michigan City, Indiana
|
Treasure Chest Casino
|
Kenner, Louisiana
|
Delta Downs Racetrack Casino & Hotel
|
Vinton, Louisiana
|
Sam's Town Hotel and Casino
|
Shreveport, Louisiana
|
|
|
Atlantic City
|
|
Borgata Hotel Casino & Spa
|
Atlantic City, New Jersey
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Net Revenues
|
|
|
|
|
|
||||||
Las Vegas Locals
|
$
|
604,965
|
|
|
$
|
607,366
|
|
|
$
|
641,941
|
|
Downtown Las Vegas
|
224,251
|
|
|
218,222
|
|
|
229,149
|
|
|||
Midwest and South
|
771,354
|
|
|
728,767
|
|
|
762,336
|
|
|||
Atlantic City
|
730,274
|
|
|
580,140
|
|
|
—
|
|
|||
Reportable Segment Net Revenues
|
2,330,844
|
|
|
2,134,495
|
|
|
1,633,426
|
|
|||
Other
|
5,394
|
|
|
6,404
|
|
|
7,560
|
|
|||
Net revenues
|
2,336,238
|
|
|
2,140,899
|
|
|
1,640,986
|
|
|||
|
|
|
|
|
|
||||||
Reportable Segment Adjusted EBITDA
|
|
|
|
|
|
||||||
Las Vegas Locals
|
145,848
|
|
|
137,464
|
|
|
155,336
|
|
|||
Downtown Las Vegas
|
35,214
|
|
|
34,227
|
|
|
46,102
|
|
|||
Midwest and South
|
167,101
|
|
|
143,699
|
|
|
165,534
|
|
|||
Atlantic City
|
158,126
|
|
|
136,278
|
|
|
—
|
|
|||
|
506,289
|
|
|
451,668
|
|
|
366,972
|
|
|||
Operating income from Borgata, net
|
—
|
|
|
8,146
|
|
|
59,470
|
|
|||
Adjusted EBITDA
|
506,289
|
|
|
459,814
|
|
|
426,442
|
|
|||
|
|
|
|
|
|
||||||
Other operating costs and expenses
|
|
|
|
|
|
||||||
Depreciation and amortization
|
195,343
|
|
|
199,275
|
|
|
165,725
|
|
|||
Corporate expense
|
48,962
|
|
|
48,861
|
|
|
47,617
|
|
|||
Preopening expenses
|
6,634
|
|
|
7,459
|
|
|
17,798
|
|
|||
Our share of Borgata's preopening expenses
|
—
|
|
|
—
|
|
|
349
|
|
|||
Our share of Borgata's other items and write-downs, net
|
—
|
|
|
—
|
|
|
(14,303
|
)
|
|||
Other operating charges, net
|
14,058
|
|
|
4,713
|
|
|
41,780
|
|
|||
Other
|
8,188
|
|
|
10,147
|
|
|
11,283
|
|
|||
Total other operating costs and expenses
|
273,185
|
|
|
270,455
|
|
|
270,249
|
|
|||
Operating income (loss)
|
$
|
233,104
|
|
|
$
|
189,359
|
|
|
$
|
156,193
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Depreciation and amortization expense,
as reported in our consolidated statement of operations
|
$
|
195,343
|
|
|
$
|
199,275
|
|
|
$
|
164,427
|
|
Net amortization expense related to our investment in Borgata
|
—
|
|
|
—
|
|
|
1,298
|
|
|||
Depreciation and amortization expense, as reported above
|
$
|
195,343
|
|
|
$
|
199,275
|
|
|
$
|
165,725
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Las Vegas Locals
|
$
|
1,260,458
|
|
|
$
|
1,284,160
|
|
Downtown Las Vegas
|
131,140
|
|
|
136,868
|
|
||
Midwest and South
|
1,406,136
|
|
|
1,117,959
|
|
||
Atlantic City
|
1,435,332
|
|
|
1,463,298
|
|
||
Total reportable segment assets
|
4,233,066
|
|
|
4,002,285
|
|
||
Other
|
228,140
|
|
|
255,847
|
|
||
Corporate
|
1,421,848
|
|
|
1,398,729
|
|
||
Total assets
|
$
|
5,883,054
|
|
|
$
|
5,656,861
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Capital Expenditures:
|
|
|
|
|
|
||||||
Las Vegas Locals
|
$
|
15,782
|
|
|
$
|
11,863
|
|
|
$
|
12,107
|
|
Downtown Las Vegas
|
4,420
|
|
|
3,356
|
|
|
3,294
|
|
|||
Midwest and South
|
19,770
|
|
|
18,632
|
|
|
21,665
|
|
|||
Atlantic City
|
32,626
|
|
|
12,637
|
|
|
—
|
|
|||
Total Reportable Segment Capital Expenditures
|
72,598
|
|
|
46,488
|
|
|
37,066
|
|
|||
Other
|
106
|
|
|
(1,797
|
)
|
|
185
|
|
|||
Corporate entities
|
11,859
|
|
|
4,092
|
|
|
33,969
|
|
|||
Total Capital Expenditures
|
84,563
|
|
|
48,783
|
|
|
71,220
|
|
|||
Change in Accrued Property Additions
|
2,661
|
|
|
27,175
|
|
|
86,337
|
|
|||
Cash-Based Capital Expenditures
|
$
|
87,224
|
|
|
$
|
75,958
|
|
|
$
|
157,557
|
|
|
December 31, 2011
|
||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Summary Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
564,946
|
|
|
$
|
574,403
|
|
|
$
|
590,215
|
|
|
$
|
606,674
|
|
|
$
|
2,336,238
|
|
Operating income
|
48,104
|
|
|
61,990
|
|
|
68,164
|
|
|
54,846
|
|
|
233,104
|
|
|||||
Net income (loss) attributable to Boyd Gaming Corporation
|
(3,521
|
)
|
|
(2,951
|
)
|
|
3,109
|
|
|
(491
|
)
|
|
(3,854
|
)
|
|||||
Basic and diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income (loss) per common share
|
$
|
(0.04
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
Diluted net income (loss) per common share
|
$
|
(0.04
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2010
|
||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Summary Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
415,135
|
|
|
$
|
578,446
|
|
|
$
|
595,378
|
|
|
$
|
551,940
|
|
|
$
|
2,140,899
|
|
Operating income
|
44,030
|
|
|
49,676
|
|
|
54,483
|
|
|
41,170
|
|
|
189,359
|
|
|||||
Net income (loss) attributable to Boyd Gaming Corporation
|
8,435
|
|
|
3,382
|
|
|
5,591
|
|
|
(7,098
|
)
|
|
10,310
|
|
|||||
Basic and diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income (loss) per common share
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
0.06
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.12
|
|
Diluted net income (loss) per common share
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
0.06
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.12
|
|
|
December 31, 2011
|
||||||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries (100% Owned)
|
|
Non-Guarantor Subsidiaries (Not 100% Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
364
|
|
|
$
|
128,185
|
|
|
$
|
3,944
|
|
|
$
|
46,263
|
|
|
$
|
—
|
|
|
$
|
178,756
|
|
Other current assets
|
29,818
|
|
|
70,448
|
|
|
13,459
|
|
|
50,413
|
|
|
—
|
|
|
164,138
|
|
||||||
Property and equipment, net
|
115,346
|
|
|
2,120,227
|
|
|
75,739
|
|
|
1,230,796
|
|
|
—
|
|
|
3,542,108
|
|
||||||
Assets held for development
|
—
|
|
|
926,013
|
|
|
—
|
|
|
163,806
|
|
|
—
|
|
|
1,089,819
|
|
||||||
Investments in subsidiaries
|
3,777,298
|
|
|
353,740
|
|
|
32
|
|
|
—
|
|
|
(4,131,070
|
)
|
|
—
|
|
||||||
Intercompany receivable
|
—
|
|
|
187,911
|
|
|
—
|
|
|
—
|
|
|
(187,911
|
)
|
|
—
|
|
||||||
Other assets, net
|
28,501
|
|
|
15,068
|
|
|
5,993
|
|
|
71,077
|
|
|
—
|
|
|
120,639
|
|
||||||
Intangible assets, net
|
—
|
|
|
487,907
|
|
|
21,374
|
|
|
64,737
|
|
|
—
|
|
|
574,018
|
|
||||||
Goodwill, net
|
—
|
|
|
212,794
|
|
|
782
|
|
|
—
|
|
|
—
|
|
|
213,576
|
|
||||||
Total assets
|
$
|
3,951,327
|
|
|
$
|
4,502,293
|
|
|
$
|
121,323
|
|
|
$
|
1,627,092
|
|
|
$
|
(4,318,981
|
)
|
|
$
|
5,883,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term
|
$
|
42,500
|
|
|
$
|
730
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,230
|
|
Non-recourse debt
|
|
|
|
|
|
|
29,686
|
|
|
|
|
29,686
|
|
||||||||||
Other current liabilities
|
146,054
|
|
|
152,437
|
|
|
16,725
|
|
|
102,484
|
|
|
(18,596
|
)
|
|
399,104
|
|
||||||
Intercompany payable
|
455
|
|
|
—
|
|
|
216,211
|
|
|
—
|
|
|
(216,666
|
)
|
|
—
|
|
||||||
Long-term debt, net of current maturities
|
2,527,076
|
|
|
10,341
|
|
|
—
|
|
|
809,809
|
|
|
—
|
|
|
3,347,226
|
|
||||||
Other long-term liabilities
|
33,150
|
|
|
404,463
|
|
|
1,537
|
|
|
57,599
|
|
|
—
|
|
|
496,749
|
|
||||||
Non-recourse debt
|
—
|
|
|
—
|
|
|
—
|
|
|
192,980
|
|
|
—
|
|
|
192,980
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock
|
863
|
|
|
31,128
|
|
|
32
|
|
|
—
|
|
|
(31,160
|
)
|
|
863
|
|
||||||
Additional paid-in capital
|
644,174
|
|
|
2,984,250
|
|
|
41,724
|
|
|
476,733
|
|
|
(3,502,707
|
)
|
|
644,174
|
|
||||||
Retained earnings
|
557,055
|
|
|
918,944
|
|
|
(154,906
|
)
|
|
(42,199
|
)
|
|
(721,839
|
)
|
|
557,055
|
|
||||||
Accumulated other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Boyd Gaming Corporation stockholders' equity
|
1,202,092
|
|
|
3,934,322
|
|
|
(113,150
|
)
|
|
434,534
|
|
|
(4,255,706
|
)
|
|
1,202,092
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171,987
|
|
|
171,987
|
|
||||||
Total stockholders' equity (deficit)
|
1,202,092
|
|
|
3,934,322
|
|
|
(113,150
|
)
|
|
434,534
|
|
|
(4,083,719
|
)
|
|
1,374,079
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
3,951,327
|
|
|
$
|
4,502,293
|
|
|
$
|
121,323
|
|
|
$
|
1,627,092
|
|
|
$
|
(4,318,981
|
)
|
|
$
|
5,883,054
|
|
|
December 31, 2010
|
|||||||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries (100% Owned)
|
|
Non-Guarantor Subsidiaries (Not 100% Owned)
|
|
Eliminations
|
|
Consolidated
|
|||||||||||||
|
|
|
|
|
(In thousands)
|
|
|
|
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash and cash equivalents
|
$
|
11,231
|
|
|
$
|
88,282
|
|
|
$
|
3,679
|
|
|
$
|
42,431
|
|
|
$
|
—
|
|
|
$
|
145,623
|
|
|
Other current assets
|
10,395
|
|
|
61,829
|
|
|
15,246
|
|
|
47,492
|
|
|
—
|
|
|
134,962
|
|
|||||||
Property and equipment, net
|
111,921
|
|
|
1,939,834
|
|
|
77,949
|
|
|
1,253,667
|
|
|
—
|
|
|
3,383,371
|
|
|||||||
Assets held for development
|
—
|
|
|
923,038
|
|
|
—
|
|
|
163,806
|
|
|
—
|
|
|
1,086,844
|
|
|||||||
Investments in subsidiaries
|
3,373,486
|
|
|
424,707
|
|
|
—
|
|
|
5,185
|
|
|
(3,803,378
|
)
|
|
—
|
|
|||||||
Intercompany receivable
|
50,824
|
|
|
—
|
|
|
69,931
|
|
|
—
|
|
|
(120,755
|
)
|
|
—
|
|
|||||||
Other assets, net
|
73,420
|
|
|
46,886
|
|
|
2,979
|
|
|
89,021
|
|
|
(59,535
|
)
|
|
152,771
|
|
|||||||
Intangible assets, net
|
—
|
|
|
460,714
|
|
|
—
|
|
|
79,000
|
|
|
—
|
|
|
539,714
|
|
|||||||
Goodwill, net
|
—
|
|
|
212,794
|
|
|
782
|
|
|
—
|
|
|
—
|
|
|
213,576
|
|
|||||||
Total assets
|
$
|
3,631,277
|
|
|
$
|
4,158,084
|
|
|
$
|
170,566
|
|
|
$
|
1,680,602
|
|
|
$
|
(3,983,668
|
)
|
|
$
|
5,656,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current maturities of long-term
|
$
|
25,000
|
|
|
$
|
690
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,690
|
|
|
Current maturities of non-recourse debt
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
22,487
|
|
|
—
|
|
|
22,487
|
|
||||||
Other current liabilities
|
39,663
|
|
|
175,870
|
|
|
17,464
|
|
|
109,161
|
|
|
—
|
|
|
342,158
|
|
|||||||
Intercompany payable
|
—
|
|
|
472,795
|
|
|
246,144
|
|
|
—
|
|
|
(718,939
|
)
|
|
—
|
|
|||||||
Long-term debt, net of current maturities
|
2,346,623
|
|
|
11,072
|
|
|
—
|
|
|
835,370
|
|
|
—
|
|
|
3,193,065
|
|
|||||||
Other long-term liabilities
|
30,786
|
|
|
399,148
|
|
|
1,536
|
|
|
60,050
|
|
|
—
|
|
|
491,520
|
|
|||||||
Non-recourse debt
|
—
|
|
|
—
|
|
|
—
|
|
|
220,572
|
|
|
|
|
220,572
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock
|
862
|
|
|
30,298
|
|
|
32
|
|
|
—
|
|
|
(30,330
|
)
|
|
862
|
|
|||||||
Additional paid-in capital
|
635,028
|
|
|
2,320,477
|
|
|
41,724
|
|
|
421,472
|
|
|
(2,783,673
|
)
|
|
635,028
|
|
|||||||
Retained earnings
|
560,909
|
|
|
747,734
|
|
|
(136,334
|
)
|
|
11,490
|
|
|
(622,890
|
)
|
|
560,909
|
|
|||||||
Accumulated other comprehensive loss, net
|
(7,594
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,594
|
)
|
|||||||
Total Boyd Gaming Corporation stockholders' equity
|
1,189,205
|
|
|
3,098,509
|
|
|
(94,578
|
)
|
|
432,962
|
|
|
(3,436,893
|
)
|
|
1,189,205
|
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
1
|
|
—
|
|
|
172,164
|
|
|
172,164
|
|
||||||
Total stockholders' equity (deficit)
|
1,189,205
|
|
|
3,098,509
|
|
|
(94,578
|
)
|
|
432,962
|
|
|
(3,264,729
|
)
|
|
1,361,369
|
|
|||||||
Total liabilities and stockholders' equity
|
$
|
3,631,277
|
|
|
$
|
4,158,084
|
|
|
$
|
170,566
|
|
|
$
|
1,680,602
|
|
|
$
|
(3,983,668
|
)
|
|
$
|
5,656,861
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries (100% Owned)
|
|
Non-Guarantor Subsidiaries (Not 100% Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||||||
Net revenues
|
$
|
149,168
|
|
|
$
|
1,550,197
|
|
|
$
|
55,767
|
|
|
$
|
730,274
|
|
|
$
|
(149,168
|
)
|
|
$
|
2,336,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
—
|
|
|
848,973
|
|
|
57,620
|
|
|
383,041
|
|
|
—
|
|
|
1,289,634
|
|
||||||
Selling, general and administrative
|
—
|
|
|
258,026
|
|
|
10,023
|
|
|
126,942
|
|
|
—
|
|
|
394,991
|
|
||||||
Maintenance and utilities
|
—
|
|
|
89,092
|
|
|
2,255
|
|
|
62,165
|
|
|
—
|
|
|
153,512
|
|
||||||
Depreciation and amortization
|
8,371
|
|
|
118,621
|
|
|
2,914
|
|
|
65,437
|
|
|
—
|
|
|
195,343
|
|
||||||
Corporate expense
|
95,847
|
|
|
147
|
|
|
1,194
|
|
|
—
|
|
|
(48,226
|
)
|
|
48,962
|
|
||||||
Preopening expenses
|
907
|
|
|
16,356
|
|
|
—
|
|
|
(10,629
|
)
|
|
—
|
|
|
6,634
|
|
||||||
Other operating charges, net
|
6,054
|
|
|
1,602
|
|
|
3
|
|
|
6,399
|
|
|
—
|
|
|
14,058
|
|
||||||
Total costs and expenses
|
111,179
|
|
|
1,332,817
|
|
|
74,009
|
|
|
633,355
|
|
|
(48,226
|
)
|
|
2,103,134
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of subsidiaries
|
75,144
|
|
|
(1,345
|
)
|
|
—
|
|
|
—
|
|
|
(73,799
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
113,133
|
|
|
216,035
|
|
|
(18,242
|
)
|
|
96,919
|
|
|
(174,741
|
)
|
|
233,104
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
151,931
|
|
|
687
|
|
|
—
|
|
|
98,067
|
|
|
—
|
|
|
250,685
|
|
||||||
Fair value adjustment of derivative instruments
|
265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265
|
|
||||||
(Gain) Loss on early retirements of debt
|
20
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
14
|
|
||||||
Other income
|
(7,000
|
)
|
|
(4,582
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,582
|
)
|
||||||
Total other expense, net
|
145,216
|
|
|
(3,895
|
)
|
|
—
|
|
|
98,061
|
|
|
—
|
|
|
239,382
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes
|
(32,083
|
)
|
|
219,930
|
|
|
(18,242
|
)
|
|
(1,142
|
)
|
|
(174,741
|
)
|
|
(6,278
|
)
|
||||||
Income taxes
|
28,229
|
|
|
(34,349
|
)
|
|
5,652
|
|
|
(1,253
|
)
|
|
—
|
|
|
(1,721
|
)
|
||||||
Net income (loss)
|
(3,854
|
)
|
|
185,581
|
|
|
(12,590
|
)
|
|
(2,395
|
)
|
|
(174,741
|
)
|
|
(7,999
|
)
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,145
|
|
|
4,145
|
|
||||||
Net income (loss) attributable to Boyd Gaming Corporation
|
$
|
(3,854
|
)
|
|
$
|
185,581
|
|
|
$
|
(12,590
|
)
|
|
$
|
(2,395
|
)
|
|
$
|
(170,596
|
)
|
|
$
|
(3,854
|
)
|
|
Year Ended December 31, 2010
|
||||||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries (100% Owned)
|
|
Non-Guarantor Subsidiaries (Not 100% Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||||||
Net revenues
|
$
|
134,190
|
|
|
$
|
1,501,899
|
|
|
$
|
58,860
|
|
|
$
|
580,140
|
|
|
$
|
(134,190
|
)
|
|
$
|
2,140,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
—
|
|
|
835,489
|
|
|
54,984
|
|
|
298,966
|
|
|
—
|
|
|
1,189,439
|
|
||||||
Selling, general and administrative
|
—
|
|
|
265,376
|
|
|
8,858
|
|
|
94,983
|
|
|
—
|
|
|
369,217
|
|
||||||
Maintenance and utilities
|
—
|
|
|
87,499
|
|
|
4,256
|
|
|
48,967
|
|
|
—
|
|
|
140,722
|
|
||||||
Depreciation and amortization
|
11,955
|
|
|
129,693
|
|
|
4,741
|
|
|
52,886
|
|
|
—
|
|
|
199,275
|
|
||||||
Corporate expense
|
83,437
|
|
|
59,710
|
|
|
9,295
|
|
|
—
|
|
|
(103,581
|
)
|
|
48,861
|
|
||||||
Preopening expenses
|
1,580
|
|
|
—
|
|
|
7,523
|
|
|
—
|
|
|
(1,644
|
)
|
|
7,459
|
|
||||||
Other operating charges, net
|
4,456
|
|
|
68
|
|
|
197
|
|
|
(8
|
)
|
|
—
|
|
|
4,713
|
|
||||||
Total costs and expenses
|
101,428
|
|
|
1,377,835
|
|
|
89,854
|
|
|
495,794
|
|
|
(105,225
|
)
|
|
1,959,686
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of subsidiaries
|
65,159
|
|
|
47,393
|
|
|
—
|
|
|
—
|
|
|
(104,406
|
)
|
|
8,146
|
|
||||||
Operating income (loss)
|
97,921
|
|
|
171,457
|
|
|
(30,994
|
)
|
|
84,346
|
|
|
(133,371
|
)
|
|
189,359
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
118,585
|
|
|
731
|
|
|
(6
|
)
|
|
61,243
|
|
|
—
|
|
|
180,553
|
|
||||||
Fair value adjustment of derivative instruments
|
480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
||||||
Gain on early retirements of debt
|
(2,758
|
)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,758
|
)
|
|||||||
Other income
|
—
|
|
|
(12,535
|
)
|
|
|
|
|
|
|
|
(12,535
|
)
|
|||||||||
Other non-operating expenses, net
|
—
|
|
|
3,133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,133
|
|
||||||
Total other expense, net
|
116,307
|
|
|
(8,671
|
)
|
|
(6
|
)
|
|
61,243
|
|
|
—
|
|
|
168,873
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes
|
(18,386
|
)
|
|
180,128
|
|
|
(30,988
|
)
|
|
23,103
|
|
|
(133,371
|
)
|
|
20,486
|
|
||||||
Income taxes
|
28,696
|
|
|
(32,838
|
)
|
|
(27
|
)
|
|
(4,067
|
)
|
|
—
|
|
|
(8,236
|
)
|
||||||
Net income (loss)
|
10,310
|
|
|
147,290
|
|
|
(31,015
|
)
|
|
19,036
|
|
|
(133,371
|
)
|
|
12,250
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,940
|
)
|
|
(1,940
|
)
|
||||||
Net income (loss) attributable to Boyd Gaming Corporation
|
$
|
10,310
|
|
|
$
|
147,290
|
|
|
$
|
(31,015
|
)
|
|
$
|
19,036
|
|
|
$
|
(135,311
|
)
|
|
$
|
10,310
|
|
|
Year Ended December 31, 2009
|
||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
(In thousands)
|
|
|
||||||||||||||
Net revenues
|
$
|
69,774
|
|
|
$
|
1,630,321
|
|
|
$
|
10,665
|
|
|
$
|
(69,774
|
)
|
|
$
|
1,640,986
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
—
|
|
|
850,595
|
|
|
57,469
|
|
|
—
|
|
|
908,064
|
|
|||||
Selling, general and administrative
|
—
|
|
|
272,945
|
|
|
11,992
|
|
|
—
|
|
|
284,937
|
|
|||||
Maintenance and utilities
|
—
|
|
|
88,226
|
|
|
4,070
|
|
|
—
|
|
|
92,296
|
|
|||||
Depreciation and amortization
|
13,415
|
|
|
147,436
|
|
|
3,576
|
|
|
—
|
|
|
164,427
|
|
|||||
Corporate expense
|
93,096
|
|
|
52,545
|
|
|
17,229
|
|
|
(115,253
|
)
|
|
47,617
|
|
|||||
Preopening expenses
|
260
|
|
|
17,538
|
|
|
—
|
|
|
—
|
|
|
17,798
|
|
|||||
Other operating charges, net
|
981
|
|
|
12,444
|
|
|
28,355
|
|
|
—
|
|
|
41,780
|
|
|||||
Total costs and expenses
|
107,752
|
|
|
1,441,729
|
|
|
122,691
|
|
|
(115,253
|
)
|
|
1,556,919
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of subsidiaries
|
126,176
|
|
|
71,617
|
|
|
—
|
|
|
(125,667
|
)
|
|
72,126
|
|
|||||
Operating income (loss)
|
88,198
|
|
|
260,209
|
|
|
(112,026
|
)
|
|
(80,188
|
)
|
|
156,193
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
147,556
|
|
|
(732
|
)
|
|
—
|
|
|
—
|
|
|
146,824
|
|
|||||
Gain on early retirements of debt
|
(15,284
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,284
|
)
|
|||||
Other non-operating expenses, net
|
33
|
|
|
19,303
|
|
|
—
|
|
|
—
|
|
|
19,336
|
|
|||||
Total other expense, net
|
132,305
|
|
|
18,571
|
|
|
—
|
|
|
—
|
|
|
150,876
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
(44,107
|
)
|
|
241,638
|
|
|
(112,026
|
)
|
|
(80,188
|
)
|
|
5,317
|
|
|||||
Income taxes
|
48,348
|
|
|
(55,065
|
)
|
|
5,641
|
|
|
—
|
|
|
(1,076
|
)
|
|||||
Net income (loss)
|
$
|
4,241
|
|
|
$
|
186,573
|
|
|
$
|
(106,385
|
)
|
|
$
|
(80,188
|
)
|
|
$
|
4,241
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries (100% Owned)
|
|
Non-Guarantor Subsidiaries (Not 100% Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash from operating activities
|
$
|
100,478
|
|
|
$
|
68,797
|
|
|
$
|
26,295
|
|
|
$
|
57,940
|
|
|
$
|
—
|
|
|
$
|
253,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(24,815
|
)
|
|
(28,204
|
)
|
|
(1,579
|
)
|
|
(32,626
|
)
|
|
—
|
|
|
(87,224
|
)
|
||||||
Cash paid for business acquisition, net
|
(278,456
|
)
|
|
|
|
|
|
|
|
|
|
(278,456
|
)
|
||||||||||
Cash paid for development agreement
|
—
|
|
|
—
|
|
|
(24,450
|
)
|
|
—
|
|
|
—
|
|
|
(24,450
|
)
|
||||||
Other investing activities
|
895
|
|
|
—
|
|
|
—
|
|
|
26,448
|
|
|
—
|
|
|
27,343
|
|
||||||
Net cash from investing activities
|
(302,376
|
)
|
|
(28,204
|
)
|
|
(26,029
|
)
|
|
(6,178
|
)
|
|
—
|
|
|
(362,787
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings under bank credit facility
|
391,329
|
|
|
—
|
|
|
—
|
|
|
741,300
|
|
|
—
|
|
|
1,132,629
|
|
||||||
Payments under bank credit facility
|
(183,579
|
)
|
|
—
|
|
|
—
|
|
|
(762,000
|
)
|
|
—
|
|
|
(945,579
|
)
|
||||||
Debt financing cost, net
|
(14,221
|
)
|
|
—
|
|
|
—
|
|
|
(1,153
|
)
|
|
—
|
|
|
(15,374
|
)
|
||||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
7,199
|
|
|
—
|
|
|
7,199
|
|
||||||
Payments on long-term debt
|
—
|
|
|
(690
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(690
|
)
|
||||||
Payments on retirements of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,198
|
)
|
|
—
|
|
|
(8,198
|
)
|
||||||
Proceed from stock options exercised
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
Payments under note payable by variable interest entity
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,000
|
)
|
|
—
|
|
|
(27,000
|
)
|
||||||
Other financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(592
|
)
|
|
—
|
|
|
(592
|
)
|
||||||
Net cash from financing activities
|
193,544
|
|
|
(690
|
)
|
|
—
|
|
|
(50,444
|
)
|
|
—
|
|
|
142,410
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in cash and cash equivalents
|
(8,354
|
)
|
|
39,903
|
|
|
266
|
|
|
1,318
|
|
|
—
|
|
|
33,133
|
|
||||||
Cash and cash equivalents, beginning of period
|
11,231
|
|
|
88,282
|
|
|
3,679
|
|
|
42,431
|
|
|
—
|
|
|
145,623
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
2,877
|
|
|
$
|
128,185
|
|
|
$
|
3,945
|
|
|
$
|
43,749
|
|
|
$
|
—
|
|
|
$
|
178,756
|
|
|
Year Ended December 31, 2010
|
||||||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries (100% Owned)
|
|
Non-Guarantor Subsidiaries (Not 100% Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash from operating activities
|
$
|
226,650
|
|
|
$
|
78,597
|
|
|
$
|
970
|
|
|
$
|
91,379
|
|
|
$
|
(128,205
|
)
|
|
$
|
269,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(6,463
|
)
|
|
(56,884
|
)
|
|
(2,059
|
)
|
|
(10,552
|
)
|
|
—
|
|
|
(75,958
|
)
|
||||||
Net cash effect upon change in controlling interest of Borgata
|
—
|
|
|
26,025
|
|
|
—
|
|
|
26,025
|
|
|
(26,025
|
)
|
|
26,025
|
|
||||||
Other investing activities
|
69
|
|
|
—
|
|
|
—
|
|
|
987
|
|
|
—
|
|
|
1,056
|
|
||||||
Net cash from investing activities
|
(6,394
|
)
|
|
(30,859
|
)
|
|
(2,059
|
)
|
|
16,460
|
|
|
(26,025
|
)
|
|
(48,877
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings under bank credit facility
|
758,774
|
|
|
—
|
|
|
—
|
|
|
533,673
|
|
|
—
|
|
|
1,292,447
|
|
||||||
Payments under bank credit facility
|
(1,250,674
|
)
|
|
—
|
|
|
—
|
|
|
(1,105,062
|
)
|
|
—
|
|
|
(2,355,736
|
)
|
||||||
Debt financing cost, net
|
(20,617
|
)
|
|
(3,620
|
)
|
|
—
|
|
|
(2,820
|
)
|
|
—
|
|
|
(27,057
|
)
|
||||||
Proceeds from issuance of debt
|
490,000
|
|
|
—
|
|
|
—
|
|
|
773,176
|
|
|
—
|
|
|
1,263,176
|
|
||||||
Proceeds from issuance of debt by variable interest entity
|
—
|
|
|
—
|
|
|
—
|
|
|
18,091
|
|
|
—
|
|
|
18,091
|
|
||||||
Payments on long-term debt
|
—
|
|
|
(46,875
|
)
|
|
—
|
|
|
(1,194
|
)
|
|
—
|
|
|
(48,069
|
)
|
||||||
Payments on retirements of long-term debt
|
(187,041
|
)
|
|
(652
|
)
|
|
—
|
|
|
|
|
—
|
|
|
(187,693
|
)
|
|||||||
Other financing activities
|
170
|
|
|
—
|
|
|
—
|
|
|
(277,652
|
)
|
|
154,230
|
|
|
(123,252
|
)
|
||||||
Net cash from financing activities
|
(209,388
|
)
|
|
(51,147
|
)
|
|
—
|
|
|
(61,788
|
)
|
|
154,230
|
|
|
(168,093
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in cash and cash equivalents
|
10,868
|
|
|
(3,409
|
)
|
|
(1,089
|
)
|
|
46,051
|
|
|
—
|
|
|
52,421
|
|
||||||
Cash and cash equivalents, beginning of period
|
363
|
|
|
88,071
|
|
|
4,768
|
|
|
—
|
|
|
—
|
|
|
93,202
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
11,231
|
|
|
$
|
84,662
|
|
|
$
|
3,679
|
|
|
$
|
46,051
|
|
|
$
|
—
|
|
|
$
|
145,623
|
|
|
Year Ended December 31, 2009
|
||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
(In thousands)
|
|
|
||||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash from operating activities
|
$
|
65,751
|
|
|
$
|
173,249
|
|
|
$
|
2,963
|
|
|
$
|
—
|
|
|
$
|
241,963
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(5,706
|
)
|
|
(151,378
|
)
|
|
(473
|
)
|
|
—
|
|
|
(157,557
|
)
|
|||||
Other investing activities
|
2,356
|
|
|
(9,927
|
)
|
|
—
|
|
|
—
|
|
|
(7,571
|
)
|
|||||
Net cash from investing activities
|
(3,350
|
)
|
|
(161,305
|
)
|
|
(473
|
)
|
|
—
|
|
|
(165,128
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments of long-term debt
|
(88,866
|
)
|
|
(19,366
|
)
|
|
—
|
|
|
—
|
|
|
(108,232
|
)
|
|||||
Borrowings under bank credit facility
|
656,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
656,440
|
|
|||||
Payments under bank credit facility
|
(620,655
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(620,655
|
)
|
|||||
Other financing activities
|
(9,338
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,338
|
)
|
|||||
Net cash from financing activities
|
(62,419
|
)
|
|
(19,366
|
)
|
|
—
|
|
|
—
|
|
|
(81,785
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash and cash equivalents
|
(18
|
)
|
|
(7,422
|
)
|
|
2,490
|
|
|
—
|
|
|
(4,950
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
381
|
|
|
95,493
|
|
|
2,278
|
|
|
—
|
|
|
98,152
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
363
|
|
|
$
|
88,071
|
|
|
$
|
4,768
|
|
|
$
|
—
|
|
|
$
|
93,202
|
|
|
As of December 31, 2010
|
||||||||||
|
As Previously Reported
|
|
Adjustment
|
|
As Revised
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Condensed Consolidated Balance Sheet
|
|
|
|
|
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets
|
$
|
279,639
|
|
|
$
|
946
|
|
|
$
|
280,585
|
|
Property, plant and equipment, net
|
3,383,371
|
|
|
—
|
|
|
3,383,371
|
|
|||
Assets held for development
|
1,119,403
|
|
|
(32,559
|
)
|
|
1,086,844
|
|
|||
Debt financing costs, net
|
34,993
|
|
|
—
|
|
|
34,993
|
|
|||
Other assets
|
871,883
|
|
|
(815
|
)
|
|
871,068
|
|
|||
Total Assets
|
$
|
5,689,289
|
|
|
$
|
(32,428
|
)
|
|
$
|
5,656,861
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||||||
Current liabilities
|
$
|
610,905
|
|
|
$
|
(220,570
|
)
|
|
$
|
390,335
|
|
Other liabilities
|
3,683,641
|
|
|
221,516
|
|
|
3,905,157
|
|
|||
|
|
|
|
|
|
||||||
Boyd Gaming Corporation stockholders' equity
|
1,189,205
|
|
|
—
|
|
|
1,189,205
|
|
|||
Noncontrolling interests
|
205,538
|
|
|
(33,374
|
)
|
|
172,164
|
|
|||
Total liabilities and stockholders' equity
|
$
|
5,689,289
|
|
|
$
|
(32,428
|
)
|
|
$
|
5,656,861
|
|
|
Year Ended December 31, 2010
|
||||||||||
|
As Previously Reported
|
|
Adjustment
|
|
As Revised
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Condensed Consolidated Statement of Operations
|
|
|
|
|
|
||||||
Maintenance and utilities expense
|
$
|
146,143
|
|
|
$
|
(5,421
|
)
|
|
$
|
140,722
|
|
|
|
|
|
|
|
||||||
Operating income
|
$
|
183,938
|
|
|
$
|
5,421
|
|
|
$
|
189,359
|
|
|
|
|
|
|
|
||||||
Interest expense, net of amounts capitalized
|
$
|
168,699
|
|
|
$
|
11,859
|
|
|
$
|
180,558
|
|
|
|
|
|
|
|
||||||
Total other expense, net
|
$
|
157,014
|
|
|
$
|
11,859
|
|
|
$
|
168,873
|
|
|
|
|
|
|
|
||||||
Income (loss) before income taxes
|
$
|
26,924
|
|
|
$
|
(6,438
|
)
|
|
$
|
20,486
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
18,688
|
|
|
$
|
(6,438
|
)
|
|
$
|
12,250
|
|
Net income attributable to noncontrolling interests
|
(8,378
|
)
|
|
6,438
|
|
|
(1,940
|
)
|
|||
Net income (loss) attributable to Boyd Gaming Corporation
|
$
|
10,310
|
|
|
$
|
—
|
|
|
$
|
10,310
|
|
|
Year Ended December 31, 2010
|
||||||||||
|
As Previously Reported
|
|
Adjustment
|
|
As Revised
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Condensed Consolidated Statement of Stockholders' Equity
|
|
|
|
|
|
||||||
Noncontrolling interest in Borgata
|
$
|
219,256
|
|
|
$
|
—
|
|
|
$
|
219,256
|
|
Noncontrolling interest in variable interest entity - LVE
|
(5,340
|
)
|
|
(39,812
|
)
|
|
(45,152
|
)
|
|||
Net income attributable to noncontrolling interests
|
(8,378
|
)
|
|
6,438
|
|
|
(1,940
|
)
|
|||
Noncontrolling interests
|
$
|
205,538
|
|
|
$
|
(33,374
|
)
|
|
$
|
172,164
|
|
|
|
|
|
|
|
||||||
Total stockholders' equity
|
$
|
1,394,743
|
|
|
(33,374
|
)
|
|
$
|
1,361,369
|
|
|
Year Ended December 31, 2010
|
||||||||||
|
As Previously Reported
|
|
Adjustment
|
|
As Revised
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Condensed Consolidated Statement of Cash Flows
|
|
|
|
|
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net Income
|
$
|
18,688
|
|
|
$
|
(6,438
|
)
|
|
$
|
12,250
|
|
Amortization of debt financing costs
|
4,117
|
|
|
1,252
|
|
|
5,369
|
|
|||
Net cash provided by operating activities
|
285,070
|
|
|
(15,679
|
)
|
|
269,391
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
$
|
(87,477
|
)
|
|
11,519
|
|
|
(75,958
|
)
|
||
Other investing activities
|
(1,199
|
)
|
|
3,345
|
|
|
2,146
|
|
|||
Net cash used in investing activities
|
(63,741
|
)
|
|
14,864
|
|
|
(48,877
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Debt issuance cost, net
|
$
|
(27,872
|
)
|
|
$
|
815
|
|
|
$
|
(27,057
|
)
|
Net cash used in financing activities
|
(168,908
|
)
|
|
815
|
|
|
(168,093
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase in cash and cash equivalents
|
52,421
|
|
|
—
|
|
|
52,421
|
|
|||
Cash and cash equivalents, beginning of period
|
93,202
|
|
|
—
|
|
|
93,202
|
|
|||
Cash and cash equivalents, end of period
|
$
|
145,623
|
|
|
$
|
—
|
|
|
$
|
145,623
|
|
|
|
|
|
|
|
||||||
Assets and Liabilities Recorded (net of cash received) Due to Consolidation of Variable Interest Entity
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
164
|
|
|
$
|
1,187
|
|
|
$
|
1,351
|
|
Assets held for development
|
183,016
|
|
|
(19,210
|
)
|
|
163,806
|
|
|||
Debt financing costs, net
|
8,509
|
|
|
(4,862
|
)
|
|
3,647
|
|
|||
Restricted investments
|
46,679
|
|
|
1,489
|
|
|
48,168
|
|
|||
Total assets
|
$
|
238,368
|
|
|
$
|
(21,396
|
)
|
|
$
|
216,972
|
|
Accounts payable
|
$
|
290
|
|
|
$
|
(103
|
)
|
|
$
|
393
|
|
Accrued liabilities
|
1,296
|
|
|
(256
|
)
|
|
1,040
|
|
|||
Obligations of variable interest entity
|
226,162
|
|
|
16,897
|
|
|
243,059
|
|
|||
Other liabilities
|
16,920
|
|
|
2,984
|
|
|
19,904
|
|
|||
Noncontrolling interests
|
(6,259
|
)
|
|
(40,833
|
)
|
|
(47,092
|
)
|
|||
Total liabilities and stockholders' equity
|
$
|
238,409
|
|
|
$
|
(21,311
|
)
|
|
$
|
217,304
|
|
Exhibit
|
|
|
|
|
Number
|
|
Description of Exhibit
|
|
Method of Filing
|
|
|
|
|
|
2.1
|
|
Purchase Agreement, entered into as of June 5, 2006, by and among the Registrant, FGB Development, Inc., Boyd Florida, LLC, The Aragon Group, Inc., Summersport Enterprises, LLLP, the Shareholders of The Aragon Group, Inc., The Limited Partners of Summersport Enterprises, LLLP, and Stephen F. Snyder, as Shareholder Representative With Respect to Dania Jai-alai
|
|
Incorporated by reference to Exhibit 2.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
|
|
|
|
|
|
2.2
|
|
Unit Purchase Agreement, dated as of July 25, 2006, as amended, by and among the Registrant, Coast Hotels and Casinos, Inc., Silverado South Strip, LLC, and Michael J. Gaughan
|
|
Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on October 31, 2006.
|
|
|
|
|
|
2.3
|
|
Agreement for Exchange of Assets and Joint Escrow Instructions, dated as of September 29, 2006, entered into by and between Coast Hotels and Casinos, Inc. and Harrah's Operating Company, Inc.
|
|
Incorporated by reference to Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
|
|
|
|
|
|
2.4
|
|
Letter Agreement entered into as of February 26, 2007, by and between Coast Hotels and Casinos, Inc. and Harrah's Operating Company, Inc. amending that certain Agreement for Exchange of Assets and Joint Escrow Instructions previously entered into by and between the parties as of September 29, 2006
|
|
Incorporated by reference to Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.
|
|
|
|
|
|
2.5
|
|
Letter Agreement entered into as of August 11, 2006, by and among the Registrant, FGB Development, Inc., Boyd Florida, LLC, The Aragon Group, Inc., Summersport Enterprises, LLLP, and Stephen F. Snyder, individually and as Shareholder Representative, amending certain provisions of that certain Purchase Agreement previously entered into among the parties as of June 5, 2006
|
|
Incorporated by reference to Exhibit 2.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
|
|
|
|
|
|
2.6**
|
|
Second Amendment to the Purchase Agreement entered into as of February 16, 2007, by and among the Registrant, the Aragon Group and the other parties thereto
|
|
Incorporated by reference to Exhibit 2.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.
|
|
|
|
|
|
2.7
|
|
Third Amendment to the Purchase Agreement and Promissory Note related thereto entered into as of January 15, 2009, by and among Boyd Gaming Corporation, the Aragon Group and the other parties thereto
|
|
Incorporated by reference to Exhibit 2.7 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.
|
|
|
|
|
|
3.1
|
|
Amended and Restated Bylaws
|
|
Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed with the SEC on July 14, 2008.
|
|
|
|
|
|
3.2
|
|
Amended and Restated Articles of Incorporation of the Registrant
|
|
Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.
|
|
|
|
|
|
4.1
|
|
Form of Indenture relating to $250,000,000 aggregate principal amount of 8.75% Senior Subordinated Notes due 2012, dated as of April 8, 2002, by and between the Registrant, as Issuer, and Wells Fargo Bank, National Association, as Trustee, including the Form of Note
|
|
Incorporated by reference to Exhibit 4.8 of the Registrant's Registration Statement on Form S-4, File No. 333-89774, which was declared effective on June 19, 2002.
|
|
|
|
|
|
4.2
|
|
Form of Indenture relating to $300,000,000 aggregate principal amount of 7.75% Senior Subordinated Notes due 2012, dated as of December 30, 2002, by and between the Registrant, as Issuer, and Wells Fargo Bank, National Association, as Trustee, including Form of Note
|
|
Incorporated by reference to Exhibit 4.10 of the Registrant's Registration Statement on Form S-4, File No. 333-103023, which was declared effective on May 15, 2003.
|
|
|
|
|
|
4.3
|
|
Form of Indenture relating to $350,000,000 aggregate principal amount of 6.75% Senior Subordinated Notes due 2014, dated as of April 15, 2004, by and between the Registrant, as Issuer, and the Initial Purchasers, named therein
|
|
Incorporated by reference to Exhibit 4.8 of the Registrant's Registration Statement on Form S-4, File No. 333-116373, which was declared effective on June 25, 2004.
|
|
|
|
|
|
4.4
|
|
Form of Indenture relating to senior debt securities
|
|
Incorporated by reference to Exhibit 4.4 of the Registrant's Automatic Shelf Registration Statement on Form S-3 dated December 16, 2005.
|
|
|
|
|
|
4.5
|
|
Form of Indenture relating to subordinated debt securities
|
|
Incorporated by reference to Exhibit 4.5 of the Registrant's Automatic Shelf Registration Statement on Form S-3 dated December 16, 2005.
|
|
|
|
|
|
4.6
|
|
Form of Specimen Common Stock Certificate
|
|
Incorporated by reference to Exhibit 4.6 of the Registrant's Automatic Shelf Registration Statement on Form S-3 dated December 16, 2005.
|
|
|
|
|
|
4.7
|
|
Indenture (including form of Subordinated Debt Securities) with respect to Subordinated Debt Securities, dated as of January 25, 2006, by and between the Registrant, as Issuer, and Wells Fargo Bank, National Association, as Trustee
|
|
Incorporated by reference to Exhibit 4.9 of the Registrant's Current Report on Form 8-K filed with the SEC on January 26, 2006.
|
|
|
|
|
|
4.8
|
|
First Supplemental Indenture with respect to the 7.125% Senior Subordinated Notes due 2016, dated as of January 30, 2006, by and between the Registrant, as Issuer, and Wells Fargo Bank, National Association, as Trustee
|
|
Incorporated by reference to Exhibit 4.10 of the Registrant's Current Report on Form 8-K filed with the SEC on January 31, 2006.
|
|
|
|
|
|
4.9
|
|
Lender Joinder Agreement, dated November 2, 2011, among The Company, Bank of America, N.A., as the Administrative Agent, and Bank of America, N.A., as the Increasing Lender
|
|
Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on November 3, 2011.
|
|
|
|
|
|
10.1
|
|
Ninety-Nine Year Lease dated June 30, 1954, by and among Fremont Hotel, Inc., and Charles L. Ronnow and J.L. Ronnow, and Alice Elizabeth Ronnow
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.2
|
|
Lease Agreement dated October 31, 1963, by and between Fremont Hotel, Inc. and Cora Edit Garehime
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.3
|
|
Lease Agreement dated December 31, 1963, by and among Fremont Hotel, Inc., Bank of Nevada and Leon H. Rockwell, Jr.
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.4
|
|
Lease Agreement dated June 7, 1971, by and among Anthony Antonacci, Margaret Fay Simon and Bank of Nevada, as Co-Trustees under Peter Albert Simon's Last Will and Testament, and related Assignment of Lease dated February 25, 1985 to Sam-Will, Inc. and Fremont Hotel, Inc.
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.5
|
|
Lease Agreement dated July 25, 1973, by and between CH&C and William Peccole, as Trustee of the Peter Peccole 1970 Trust
|
|
Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended June 30, 1995.
|
|
|
|
|
|
10.6
|
|
Lease Agreement dated July 1, 1974, by and among Fremont Hotel, Inc. and Bank of Nevada, Leon H. Rockwell, Jr. and Margorie Rockwell Riley
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.7
|
|
Ninety-Nine Year Lease, dated December 1, 1978, by and between Matthew Paratore, and George W. Morgan and LaRue Morgan, and related Lease Assignment dated November 10, 1987, to Sam-Will, Inc., d.b.a. Fremont Hotel and Casino
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.8
|
|
Form of Indemnification Agreement
|
|
Incorporated by reference to the Registrant's Registration Statement on Form S-1, File No. 33-64006, which was declared effective on October 15, 1993.
|
|
|
|
|
|
10.9*
|
|
1993 Flexible Stock Incentive Plan and related agreements
|
|
Incorporated by reference to the Registrant's Registration Statement on Form S-1, File No. 33-64006, which was declared effective on October 15, 1993.
|
|
|
|
|
|
10.10*
|
|
1993 Directors Non-Qualified Stock Option Plan, as amended
|
|
Incorporated by reference to Exhibit 4.4 of the Registrant's Registration Statement on Form S-8, File No. 333-79895, dated June 3, 1999.
|
|
|
|
|
|
10.11*
|
|
1993 Employee Stock Purchase Plan and related agreement
|
|
Incorporated by reference to the Registrant's Registration Statement on Form S-1, File No. 33-64006, which was declared effective on October 15, 1993.
|
|
|
|
|
|
10.12
|
|
401(k) Profit Sharing Plan and Trust
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.13*
|
|
2000 Executive Management Incentive Plan (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 21, 2000).
|
|
Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 21, 2000.
|
|
|
|
|
|
10.14*
|
|
1996 Stock Incentive Plan (as amended on May 25, 2000)
|
|
Incorporated by reference to Exhibit 10.35 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
|
|
|
|
|
|
10.15
|
|
Second Amended and Restated Joint Venture Agreement of Marina District Development Company, dated as of August 31, 2000
|
|
Incorporated by reference to Exhibit 10.36 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
|
|
|
|
|
|
10.16
|
|
Contribution and Adoption Agreement by and among Marina District Development Holding Co., LLC, MAC, Corp. and Boyd Atlantic City, Inc., effective as of December 13, 2000
|
|
Incorporated by reference to Exhibit 10.30 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
|
|
|
|
|
|
10.17*
|
|
Annual Incentive Plan
|
|
Incorporated by reference to Exhibit 10.29 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.
|
|
|
|
|
|
10.18*
|
|
Form of Stock Option Award Agreement under the 1996 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.37 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
|
|
|
|
|
|
10.19*
|
|
Form of Stock Option Award Agreement pursuant to the 2002 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
|
|
|
|
|
|
10.20*
|
|
Form of Restricted Stock Unit Agreement and Notice of Award pursuant to the 2002 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
|
|
|
|
|
|
10.21*
|
|
The Boyd Gaming Corporation Amended and Restated Deferred Compensation Plan for the Board of Directors and Key Employees
|
|
Incorporated by reference to Exhibit 10.39 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
|
|
|
|
10.22*
|
|
Amendment Number 1 to the Amended and Restated Deferred Compensation Plan
|
|
Incorporated by reference to Exhibit 10.40 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
|
|
|
|
10.23*
|
|
Amendment Number 2 to the Amended and Restated Deferred Compensation Plan
|
|
Incorporated by reference to Exhibit 10.41 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
|
|
|
|
10.24*
|
|
Amendment Number 3 to the Amended and Restated Deferred Compensation Plan
|
|
Incorporated by reference to Exhibit 10.42 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
|
|
|
|
10.25*
|
|
Amendment Number 4 to the Amended and Restated Deferred Compensation Plan
|
|
Incorporated by reference to Exhibit 10.43 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
|
|
|
|
10.26
|
|
Ground Lease dated as of October 1, 1995, between the Tiberti Company and Coast Hotels and Casinos, Inc. (as successor to Gold Coast Hotel and Casino)
|
|
Incorporated by reference to an exhibit to Coast Resorts, Inc.'s Amendment No. 2 to General Form for Registration of Securities on Form 10 (Commission File No. 000-26922) filed with the Commission on January 12, 1996.
|
|
|
|
|
|
10.27*
|
|
Form of Stock Option Award Agreement Under the Registrant's Directors' Non-Qualified Stock Option Plan
|
|
Incorporated by reference to Exhibit 10.48 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
|
|
|
|
|
|
10.28*
|
|
Boyd Gaming Corporation's 2002 Stock Incentive Plan (as amended and restated on May 15, 2008)
|
|
Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2008.
|
|
|
|
|
|
10.29
|
|
Joint Venture Agreement dated as of January 3, 2006, between Morgans/LV Investment LLC, Echelon Resorts Corporation and for limited purposes, the Registrant and Morgans Hotel Group, L.L.C.
|
|
Incorporated by reference to Exhibit 10.51 of the Registrant's Current Report on Form 8-K filed with the SEC on January 3, 2006.
|
|
|
|
|
|
10.30*
|
|
Amendment Number 5 to the Amended and Restated Deferred Compensation Plan
|
|
Incorporated by reference to Exhibit 10.35 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005.
|
|
|
|
|
|
10.31*
|
|
Amended and Restated 2000 Executive Management Incentive Plan
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.
|
|
|
|
|
|
10.32*
|
|
Amended and Restated 2002 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.
|
|
|
|
|
|
10.33*
|
|
Form of Award Agreement for Restricted Stock Units under 2002 Stock Incentive Plan for Non-Employee Directors
|
|
Incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
|
|
|
|
|
|
10.34
|
|
First Amendment to Morgans Las Vegas, LLC Limited Liability Company Agreement, by and between Morgans Las Vegas LLC and Echelon Resorts Corporation, Dated May 15, 2006
|
|
Incorporated by reference to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
|
|
|
|
|
|
10.35
|
|
Second Amendment to Morgans Las Vegas, LLC Limited Liability Company Agreement, by and between Morgans LV Investment LLC and Echelon Resorts Corporation, Dated June 30, 2008
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on July 1, 2008.
|
|
|
|
|
|
10.36
|
|
Third Amendment to Morgans Las Vegas, LLC Limited Liability Company Agreement, by and between Morgans LV Investment LLC and Echelon Resorts Corporation, Dated September 23, 2008
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on September 25, 2008.
|
|
|
|
|
|
10.37
|
|
Letter Agreement to the Morgans Las Vegas, LLC Limited Liability Company Agreement, dated May 15, 2006
|
|
Incorporated by reference to Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
|
|
|
|
|
|
10.38
|
|
First Amended and Restated Credit Agreement, dated as of May 24, 2007, among the Registrant, as Borrower, certain commercial lending institutions as the Lenders, Bank of America, N.A., as the Administrative Agent and L/C Issuer, Wells Fargo Bank, N.A., as the Syndication Agent and Swing Line Lender, and Citibank, N.A., Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., Merrill Lynch Bank USA and Wachovia Bank, National Association, as Co-Documentation Agents
|
|
Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
|
|
|
|
|
|
10.39
|
|
First Amendment and Consent to First Amended and Restated Credit Agreement, dated as of December 21, 2009, among the Registrant, as Borrower, certain commercial lending institutions as the Lenders, and Bank of America, N.A., as the Administrative Agent for the Lenders.
|
|
First Amendment and Consent to First Amended and Restated Credit Agreement, dated as of December 21, 2009, among the Registrant, as Borrower, certain commercial lending institutions as the Lenders, and Bank of America, N.A., as the Administrative Agent for the Lenders.
|
|
|
|
|
|
10.4
|
|
Stock Purchase Agreement, entered into as of August 1, 2006, by and between Michael J. Gaughan and the Registrant
|
|
Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
|
|
|
|
|
|
10.41
|
|
Form of Term Note issued by the Registrant to Michael J. Gaughan on August 1, 2006 in connection with the Stock Purchase Agreement entered into between the parties on the same date
|
|
Incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
|
|
|
|
|
|
10.42*
|
|
Form of Award Agreement for Restricted Stock Units under the 2002 Stock Incentive Plans
|
|
Incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K filed with the SEC on May 24, 2006.
|
|
|
|
|
|
10.43*
|
|
Form of Career Restricted Stock Unit Award Unit Agreement under the 2002 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on December 13, 2006.
|
|
|
|
|
|
10.44*
|
|
Form of Restricted Stock Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
|
|
|
|
|
|
10.45*
|
|
Change in Control Severance Plan for Tier I, II and III Executives
|
|
Incorporated by reference to Exhibit 10.46 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006.
|
|
|
|
|
|
10.46
|
|
Periodic Fee Agreement, entered into as of March 4, 2011, by and amongst Echelon Resorts LLC and LVE Energy Partners, LLC
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 10-Q for the quarter ended March 31, 2011.
|
|
|
|
|
|
10.47
|
|
Agreement for Purchase and Sale, dated June 15, 2011, amongst the Company, Imperial Palace of Mississippi, LLC and Key Largo Holdings, LLC
|
|
Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 10-Q for the quarter ended June 30, 2011.
|
|
|
|
|
|
10.48
|
|
First Amendment to Credit Agreement, dated November 11, 2011, among Marina District Finance Company, Inc., as the Borrower, Marina District Development Company, LLC, together with the Borrower as the Credit Parties, certain commercial lending institutions as the Lenders and Wells Fargo Bank National Association, as the Administrative Agent
|
|
Filed electronically herewith
|
|
|
|
|
|
10.49
|
|
Form of Performance Share Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan
|
|
Filed electronically herewith
|
|
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant.
|
|
Filed electronically herewith
|
|
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP.
|
|
Filed electronically herewith
|
|
|
|
|
|
24
|
|
Power of Attorney (included in Part IV to this Annual Report on Form 10-K).
|
|
Filed electronically herewith
|
|
|
|
|
|
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
|
|
|
|
|
|
99.1
|
|
Governmental Gaming Regulations.
|
|
Filed electronically herewith
|
|
BOYD GAMING CORPORATION
|
|
|
|
|
|
By:
|
/s/ Ellie J. Bowdish
|
|
|
Ellie J. Bowdish
|
|
|
Vice President and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ WILLIAM S. BOYD
|
|
Executive Chairman of the Board of Directors
|
|
March 7, 2012
|
William S. Boyd
|
|
|
|
|
|
|
|
|
|
/s/ MARIANNE BOYD JOHNSON
|
|
Vice Chairman of the Board of Directors,
|
|
March 7, 2012
|
Marianne Boyd Johnson
|
|
Executive Vice President and Director
|
|
|
|
|
|
|
|
/s/ KEITH E. SMITH
|
|
President, Chief Executive Officer and Director
|
|
March 7, 2012
|
Keith E. Smith
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ JOSH HIRSBERG
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
March 7, 2012
|
Josh Hirsberg
|
|
|
|
|
|
|
|
|
|
/s/ ELLIE J. BOWDISH
|
|
Vice President and Chief Accounting Officer
|
|
March 7, 2012
|
Ellie J. Bowdish
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ ROBERT L. BOUGHNER\
|
|
Executive Vice President,
|
|
March 7, 2012
|
Robert L. Boughner
|
|
Chief Business Development Officer and Director
|
|
|
|
|
|
|
|
/s/ WILLIAM R. BOYD
|
|
Vice President and Director
|
|
March 7, 2012
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William R. Boyd
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/s/ RICHARD FLAHERTY
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Director
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March 7, 2012
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Richard Flaherty
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/s/ THOMAS V. GIRARDI
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Director
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March 7, 2012
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Thomas V. Girardi
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/s/ MAJ. GEN. BILLY G. MCCOY, RET. USAF
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Director
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March 7, 2012
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Maj. Gen. Billy McCoy Ret. USAF
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/s/ FREDERICK J. SCHWAB
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Director
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March 7, 2012
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Frederick J. Schwab
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/s/ CHRISTINE J. SPADAFOR
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Director
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March 7, 2012
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Christine J. Spadafor
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/s/ PETER M. THOMAS
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Director
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March 7, 2012
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Peter M. Thomas
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/s/ VERONICA J. WILSON
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Director
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March 7, 2012
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Veronica J. Wilson
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By:
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Marina District Development Holding Co., LLC, a New Jersey limited liability company
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Its:
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Sole Member
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By:
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Boyd Atlantic City, Inc., a New Jersey corporation
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Award Number:
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Date of Award:
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Total Number of Restricted Stock
Units Awarded (the “Units”): |
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1.
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I have reviewed this annual report on Form 10-K of Boyd Gaming Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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March 7, 2012
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/s/ Keith E. Smith
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Keith E. Smith
President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Boyd Gaming Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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March 7, 2012
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/s/ Josh Hirsberg
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Josh Hirsberg
Senior Vice President, Chief Financial Officer and Treasurer
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
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Date:
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March 7, 2012
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/s/ Keith E. Smith
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Keith E. Smith
President and Chief Executive Officer
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
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Date:
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March 7, 2012
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/s/ Josh Hirsberg
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Josh Hirsberg
Senior Vice President, Chief Financial Officer and Treasurer
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the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
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the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
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the establishment and maintenance of responsible accounting practices and procedures;
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the maintenance of effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;
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providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;
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the prevention of cheating and fraudulent practices;
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the maintenance of a Gaming Compliance and Reporting Plan, including the establishment of a Gaming Compliance Committee and the retention of a Corporate Compliance Officer; and
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the provision of a source of state and local revenues through taxation and licensing fees.
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voting on all matters voted on by stockholders;
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making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in our management, policies or operations; and
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such other activities as the Nevada Commission may determine to be consistent with such investment intent.
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pay that person any dividend or interest upon voting securities of Boyd Gaming;
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allow that person to exercise, directly or indirectly, any voting right conferred through securities held by the person;
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pay remuneration in any form to that person for services rendered or otherwise; or
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fail to pursue all lawful efforts to require such unsuitable person to relinquish their voting securities for cash at fair market value.
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pays to the unsuitable person any dividend, interest, or any distribution whatsoever;
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recognizes any voting right by such unsuitable person in connection with such securities;
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pays the unsuitable person remuneration in any form; or
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makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.
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assure the financial stability of corporate gaming operators and their affiliates;
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preserve the beneficial aspects of conducting business in the corporate form; and
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promote a neutral environment for the orderly governance of corporate affairs.
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a percentage of the gross revenues received;
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the number of gaming devices operated; or
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the number of table games operated.
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substantially impede or suppress competition among holders of owners' licenses;
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adversely impact the economic stability of the riverboat casino industry in Illinois; or
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negatively impact the purposes of the initial Illinois Act, including tourism, economic development, benefits to local communities, and State and local revenues.
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the percentage share of the market presently owned or controlled by the person or entity;
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the estimated increase in the market share if the person or entity is approved to hold the owner's license;
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the relative position of other persons or entities that own or control owners' licenses in Illinois;
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the current and projected financial condition of the riverboat gaming industry;
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the current market conditions, including proximity and level of competition, consumer demand, market concentration, and any other relevant characteristics of the market;
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whether the license to be approved has separate organizational structures or other independent obligations;
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the potential impact on the projected future growth and development of the riverboat gambling industry, the local communities in which licenses are located, and the State of Illinois;
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the barriers to entry into the riverboat gambling industry and if the approval of the license will operate as a barrier to new companies and individuals desiring to enter the market;
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whether the approval of the license is likely to result in enhancing the quality and customer appeal of products and services offered by riverboat casinos in order to maintain or increase their respective market shares;
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whether a restriction on the approval of the additional license is necessary in order to encourage and preserve competition in casino operations; and
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any other relevant information.
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hire, fire, promote and discipline personnel and retain outside employees or consultants;
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take possession of any and all property, including but not limited to its books, records, and papers;
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preserve or dispose of any and all property;
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continue and direct the gaming operations under the monitoring of the Illinois Board;
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discontinue and dissolve the gaming operation;
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enter into and cancel contracts;
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borrow money and pledge, mortgage or otherwise encumber the property;
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pay all secured and unsecured obligations;
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institute or defend actions by or on behalf of the holder of an owner's license; and
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distribute earnings derived from gaming operations in the same manner as admission and wagering taxes are distributed under Sections 12 and 13 of the initial Illinois Act.
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any Business Entity and any individual with an ownership interest or voting rights of more than 5% in the licensee or
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the directors of the licensee or applicant and its chief executive officer, president and chief operating officer, or their functional equivalents; and
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all other individuals or Business Entities that, upon review of the applicant's or licensee's Table of Organization, Ownership and Control (as discussed below), the Illinois Board determines hold a position or a level of ownership, control or influence that is material to the regulatory concerns and obligations of the Illinois Board for the specified licensee or applicant.
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the name and percentage of ownership interest of each individual or Business Entity with ownership of more than 5% of the voting shares of the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission;
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to the extent known, the names and percentage of interest of ownership of persons who are relatives of one another and who together (as individuals or through trusts) exercise control over or own more than 10% of the voting shares of the entity; and
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any trust holding more than 5% of the ownership or voting interest in the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission. The Table may be disclosed under the Freedom of Information Act.
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Key Persons;
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type of entity;
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equity and debt capitalization of the entity;
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investors or debt holders;
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source of funds;
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applicant's economic development plan;
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riverboat capacity or significant design change;
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gaming positions;
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anticipated economic impact; or
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agreements, oral or written, relating to the acquisition or disposition of property (real or personal) of a value greater than $1 million.
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cash flow, casino cash and working capital requirements;
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debt service requirements, obligations and covenants associated with financial instruments;
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requirements for repairs and maintenance and capital improvements;
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employment or economic development requirements of the Amended Illinois Act; and
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a licensee's financial projections.
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the granting of casino licenses;
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the suitability of the approved hotel facility and the amount of authorized casino space and gaming units permitted therein;
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the qualification of natural persons and entities related to the casino licensee;
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the licensing and registration of employees and vendors of casino licensees;
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the rules of the games;
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the selling and redeeming of gaming chips;
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the granting and duration of credit and the enforceability of gaming debts;
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the management control procedures, accountability, and cash control methods and reports to gaming agencies;
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the security standards;
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the manufacture and distribution of gaming equipment;
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the equal opportunity for employees and casino operators, contractors of casino facilities, and others; and
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advertising and entertainment; and
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alcoholic beverages.
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its financial stability, integrity and responsibility;
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the integrity and adequacy of its financial resources which bear any relation to the casino project;
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its good character, honesty, and integrity; and
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the sufficiency of its business ability and casino experience to establish the likelihood of creation and maintenance of a successful, efficient casino operation.
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to pay winning wagers when due;
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to achieve a gross operating profit;
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to pay all local, state, and federal taxes when due;
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to make necessary capital and maintenance expenditures to insure that it has a superior first-class facility; and
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to pay, exchange, refinance or extend debts which will mature and become due and payable during the license term.
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issuing conditional license approvals or determinations;
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establishing an appropriate cure period;
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imposing reporting requirements;
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placing restrictions on the transfer of cash or the assumption of liability;
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requiring reasonable reserves or trust accounts;
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denying licensure; or
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appointing a conservator.
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the complete management of the casino;
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the sole and unrestricted power to direct the casino operations; and
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a term long enough to ensure the reasonable continuity, stability, independence and management of the casino.
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retirement fund administered by a public agency for the exclusive benefit of federal, state, or local public employees;
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investment company registered under the Investment Company Act of 1940;
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collective investment trust organized by banks under Part Nine of the Rules of the Comptroller of the Currency;
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closed end investment trust;
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chartered or licensed life insurance company or property and casualty insurance company;
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banking and other chartered or licensed lending institution;
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investment advisor registered under the Investment Advisers Act of 1940; and
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such other persons as the NJDGE may determine for reasons consistent with the policies of the Casino Control Act.
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its holdings were purchased for investment purposes only and, upon request by the NJDGE, it files a certified statement to the effect that is has no intention of influencing or affecting the affairs of the issuer, the casino licensee or its holding or intermediary companies; provided, however, that the Institutional Investor will be permitted to vote on matters put to the vote of the outstanding security holders; and
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if the securities are debt securities of a casino licensee's holding or intermediary companies or another subsidiary company of the casino licensee's holding or intermediary companies which is related in any way to the financing of the casino licensee and represent either:
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25% or less of the total outstanding debt of the company; or
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50% or less of any issue of outstanding debt of the company, unless the full issue is in the amount of $150 million or less;
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the securities are under 25% of the equity securities of a casino licensee's holding or intermediary companies; or
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if the securities so held exceed such percentages, upon a showing of good cause. The NJDGE may grant a waiver of qualification to an Institutional Investor holding a higher percentage of such securities upon a showing of good cause and if the conditions specified above are met.
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the holder has reviewed the definition of Institutional Investor under the Casino Control Act and believes that it meets the definition of Institutional Investor;
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the holder purchased the securities for investment purposes only and holds them in the ordinary course of business;
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the holder has no involvement in the business activities of, and no intention of influencing or affecting the affairs of the
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if the holder subsequently determines to influence or affect the affairs of the issuer, the casino licensee or any affiliate, will provide not less than 30 days' prior notice of such intent and will file with the NJCCC an application for qualification before taking any such action.
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to exercise, directly or through any trustee or nominee, any right conferred by such securities; or
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to receive any dividends or interest upon any such securities or any remuneration, in any form, from its affiliated casino licensee for services rendered or otherwise.
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a right of prior approval by the Gaming Authorities with regard to transfers of securities, shares and other interests; and
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an absolute right in the Regulated Company to repurchase at the market price or the purchase price, whichever is the lesser, any such security, share, or other interest in the event that the Gaming Authorities disapprove a transfer.
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statements of compliance have been issued pursuant to the Casino Control Act;
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the casino hotel is an approved hotel in accordance with the Casino Control Act;
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the trustee satisfies qualification criteria applicable to casino key employees, except for residency; and
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interim operation will best serve the interests of the public.
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during the time the trust is operative, the holder may not participate in the earnings of the casino hotel or receive any return on its investment or debt security holdings; and
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after disposition, if any, of the securities by the trustee, proceeds distributed to the unqualified holder may not exceed the lower of their actual cost to the unqualified holder or their value calculated as if the investment had been made on the date the trust became operative.
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By April 15, 2007, casinos were required to limit smoking to 25% of their casino floor space, which areas initially were not required to be enclosed and separately ventilated.
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Ultimately, the 25% of the casino floor in which smoking would be permissible was required to be enclosed and separately ventilated. Casinos had five months from April 15, 2007 to submit construction plans for such enclosures to applicable authorities for the issuance of building permits and related required approvals. Once permits were issued, the casinos had 90 days to commence construction of the enclosures. Borgata has set aside special enclosed smoking lounges in order to comply with Atlantic City's partial smoking ban.
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In April 2008, Atlantic City voted to completely ban smoking on the casino floor, to take effect in October 2008; however, as a consequence of the economic downturn, in October 2008, Atlantic City voted to overturn the temporary smoking ban, returning to the 2007 law restricting smoking to no more than twenty-five percent of the casino floor.
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The postponement of the full smoking ban became effective on November 16, 2008.
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In December 2009, Atlantic City's City Council announced it would not consider a full smoking ban until at least the end of 2011.
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to develop a historic riverboat industry that will assist in the growth of the tourism market;
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to license and supervise the riverboat industry from the period of construction through actual operation;
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to regulate the operators, manufacturers, suppliers and distributors of gaming devices; and
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to license all entities involved in the riverboat gaming industry.
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to revitalize and rehabilitate pari-mutuel racing facilities through the allowance of slot machine operations at certain racetracks; and
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to regulate and license owners of such facilities.
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to encourage the development of horse racing with pari-mutuel wagering on a high plane;
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to encourage the development and ownership of race horses;
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to regulate the business of racing horses and to provide the orderly conduct of racing;
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to provide financial assistance to encourage the business of racing horses; and
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to provide a program for the regulation, ownership, possession, licensing, keeping, breeding and inoculation of horses.
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$50,000 per year for the first year and $100,000 for each year thereafter; and
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21.5% of net gaming proceeds.
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15% of the annual net slot machine proceeds are dedicated to supplement purses of the live horse race meets held at the facility;
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•
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3% of the annual net slot machine proceeds dedicated to horse breeders associations;
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18.5% taxable net slot machine proceeds are paid to the state;
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•
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$0.25 per person attending live racing and off-track betting facilities during those periods when it is conducting race meetings, only on those days when there are scheduled live races at its racetrack (currently Thursdays through Sundays) from the hours of 6:00 p.m. until 12:00 a.m. and during those periods when it is not conducting live racing (i.e., between race meetings) only on Thursdays through Mondays from the hours of 12:00 p.m. until 12:00 a.m. Delta Down's current license is valid through October of 2011.
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receive dividends or interest in debt or securities;
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exercise directly or through a nominee a right conferred by the securities or indebtedness;
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•
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receive any remuneration from the licensee;
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•
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receive any economic benefit from the licensee; or
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continue in an ownership or economic interest in a licensee or remain as a manager, director or partner of a licensee.
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•
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racing experience;
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•
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financial qualifications;
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•
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moral and financial qualifications of applicant and applicant's partners, officers and officials;
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•
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the expected effect on the breeding and horse industry;
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•
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the expected effect on the State's economy; and
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•
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the hope of financial success.
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•
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the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
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•
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the establishment and maintenance of responsible accounting practices and procedures;
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•
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the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing for reliable record keeping and requiring the filing of periodic reports with the Mississippi Commission;
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•
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the prevention of cheating and fraudulent practices;
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•
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providing a source of state and local revenues through taxation and licensing fees; and
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•
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ensuring that gaming licensees, to the extent practicable, employ Mississippi residents.
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•
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voting on all matters voted on by stockholders;
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•
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making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and
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•
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such other activities as the Mississippi Commission may determine to be consistent with such investment intent.
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•
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pays the unsuitable person any dividend or other distribution upon such person's voting securities;
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•
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recognizes the exercise, directly or indirectly, of any voting rights conferred by securities held by the unsuitable person;
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•
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pays the unsuitable person any remuneration in any form for services rendered or otherwise, except in certain limited and specific circumstances; or
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•
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fails to pursue all lawful efforts to require the unsuitable person to divest himself of the securities, including, if necessary, the immediate purchase of the securities for cash at a fair market value.
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•
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pays to the unsuitable person any dividend, interest, or any distribution whatsoever;
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•
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recognizes any voting right by the unsuitable person in connection with those securities;
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•
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pays the unsuitable person remuneration in any form; or
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•
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makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.
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•
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assure the financial stability of corporate gaming operators and their affiliates;
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•
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preserve the beneficial aspects of conducting business in the corporate form; and
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•
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promote a neutral environment for the orderly governance of corporate affairs.
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•
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a percentage of the gross gaming revenues received by the casino operation;
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•
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the number of gaming devices operated by the casino; or
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•
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the number of table games operated by the casino.
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Legislation adopted in May 2003 eliminated the Riverboat Owner's License for a riverboat to be docked in a county contiguous to Patoka Lake. However, the General Assembly authorized the Indiana Gaming Commission to enter into a contract pursuant to which an Operating Agent can operate a riverboat in Orange County, which is contiguous to Patoka Lake, on behalf of the Indiana Gaming Commission. This contract was awarded to Blue Sky Casino, LLC, d/b/a French Lick Casino & Resort, which commenced operations on November 3, 2006.
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Legislation enacted in April 2007 specified a riverboat cannot be moved from the county in which it was docked on January 1, 2007, to another county.
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In May 2008 the horse track located in Anderson, Indiana commenced slot operations and in June 2008 the horse track located in Shelbyville, Indiana commenced slot operations. Each horse track may install up to 2,000 slot machines (“Racino”). The Indiana Gaming Commission may authorize the installation of additional slot machines at each Racino.
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a person who owns at least one percent of a Riverboat Licensee, Operating Agent or Racino licensee;
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a person who is an officer of a Riverboat Licensee, Operating Agent or Racino Licensee;
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a person who is an officer of a person that owns at least one percent of a Riverboat Licensee, Operating Agent or Racino Licensee; or
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a person who is a political action committee of a Riverboat Licensee, Operating Agent, or Racino Licensee.
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simulcast wagering on pari-mutuel events, including wagering on all of the other pari-mutuel sports authorized under Florida law, such as thoroughbred and harness horse racing and greyhound racing; and
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poker and dominoes under a special cardroom license held by certain Florida pari-mutuel permit holders including Aragon and Summersport.
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adopt rules for the control, supervision and direction over all applicants, permit holders and licensees and over the conduct of all pari-mutuel activities and events to assure compliance with the provisions of Chapter 550 and to otherwise protect the interest of the public by assuring the integrity of the outcome of the pari-mutuel events;
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oversee the making and distribution of all pari-mutuel pools;
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collect taxes and require compliance with all financial reporting requirements; and
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conduct investigations of applicants for permits and licenses to assure compliance with the moral and financial qualifications set forth in Chapter 550.
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the facility may be operated 365 days per year, 16 hours per day;
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the maximum number of machines is 1,500 Vegas-style (Class III) slot machines per facility;
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the annual license fee is $3 million;
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the tax payable to the State of Florida is 50% of net slot revenue;
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the machines will not accept coins or currency, but are ticket in/ticket out;
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the minimum age to play the machines is 21 years;
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ATMs are not permitted within the facility; and
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the Pari-Mutuel Division is required to enforce the provisions of Chapter 551, including through use of its investigatory and police powers.
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the increase of authorized slot machines to 2,000 per facility;
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allowing ATMs to be placed within the pari-mutuel wagering areas of the facility;
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authorizing off-site storage facilities for slot machines; and
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increasing the hours of operation to18 hours per weekday and 24 hours per weekend day.
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revising the annual license fee to $2.5 million for the 2010-2011 fiscal year; and $2 million for each year thereafter;
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revising the tax rate for slot machine licensees to 35% of net slot revenue; and
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providing for minimum annual tax revenue from the operation of slot machines, that, if not met by the aggregate amount of tax paid by all slot licensees for the year, must be paid on a pro rata basis by facilities licensed to operate slot machines during the applicable year.
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the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
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the establishment and maintenance of responsible accounting practices and procedures;
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the maintenance of effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;
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providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;
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the prevention of cheating and fraudulent practices;
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the maintenance of a Gaming Compliance and Reporting Plan, including the establishment of a Gaming Compliance Committee and the retention of a Corporate Compliance Officer; and
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the provision of a source of state and local revenues through taxation and licensing fees.
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voting on all matters voted on by stockholders;
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making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in our management, policies or operations; and
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such other activities as the Nevada Commission may determine to be consistent with such investment intent.
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pay that person any dividend or interest upon voting securities of Boyd Gaming;
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allow that person to exercise, directly or indirectly, any voting right conferred through securities held by the person;
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pay remuneration in any form to that person for services rendered or otherwise; or
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fail to pursue all lawful efforts to require such unsuitable person to relinquish their voting securities for cash at fair market value.
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pays to the unsuitable person any dividend, interest, or any distribution whatsoever;
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recognizes any voting right by such unsuitable person in connection with such securities;
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pays the unsuitable person remuneration in any form; or
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makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.
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assure the financial stability of corporate gaming operators and their affiliates;
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preserve the beneficial aspects of conducting business in the corporate form; and
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promote a neutral environment for the orderly governance of corporate affairs.
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a percentage of the gross revenues received;
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the number of gaming devices operated; or
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the number of table games operated.
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substantially impede or suppress competition among holders of owners' licenses;
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adversely impact the economic stability of the riverboat casino industry in Illinois; or
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negatively impact the purposes of the initial Illinois Act, including tourism, economic development, benefits to local communities, and State and local revenues.
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the percentage share of the market presently owned or controlled by the person or entity;
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the estimated increase in the market share if the person or entity is approved to hold the owner's license;
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the relative position of other persons or entities that own or control owners' licenses in Illinois;
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the current and projected financial condition of the riverboat gaming industry;
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the current market conditions, including proximity and level of competition, consumer demand, market concentration, and any other relevant characteristics of the market;
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whether the license to be approved has separate organizational structures or other independent obligations;
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the potential impact on the projected future growth and development of the riverboat gambling industry, the local communities in which licenses are located, and the State of Illinois;
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the barriers to entry into the riverboat gambling industry and if the approval of the license will operate as a barrier to new companies and individuals desiring to enter the market;
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whether the approval of the license is likely to result in enhancing the quality and customer appeal of products and services offered by riverboat casinos in order to maintain or increase their respective market shares;
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whether a restriction on the approval of the additional license is necessary in order to encourage and preserve competition in casino operations; and
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any other relevant information.
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hire, fire, promote and discipline personnel and retain outside employees or consultants;
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take possession of any and all property, including but not limited to its books, records, and papers;
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preserve or dispose of any and all property;
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continue and direct the gaming operations under the monitoring of the Illinois Board;
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discontinue and dissolve the gaming operation;
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enter into and cancel contracts;
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borrow money and pledge, mortgage or otherwise encumber the property;
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pay all secured and unsecured obligations;
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institute or defend actions by or on behalf of the holder of an owner's license; and
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distribute earnings derived from gaming operations in the same manner as admission and wagering taxes are distributed under Sections 12 and 13 of the initial Illinois Act.
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any Business Entity and any individual with an ownership interest or voting rights of more than 5% in the licensee or applicant, and the trustee of any trust holding such ownership interest or voting rights;
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the directors of the licensee or applicant and its chief executive officer, president and chief operating officer, or their functional equivalents; and
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all other individuals or Business Entities that, upon review of the applicant's or licensee's Table of Organization, Ownership and Control (as discussed below), the Illinois Board determines hold a position or a level of ownership, control or influence that is material to the regulatory concerns and obligations of the Illinois Board for the specified licensee or applicant.
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the name and percentage of ownership interest of each individual or Business Entity with ownership of more than 5% of the voting shares of the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission;
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to the extent known, the names and percentage of interest of ownership of persons who are relatives of one another and who together (as individuals or through trusts) exercise control over or own more than 10% of the voting shares of the entity; and
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any trust holding more than 5% of the ownership or voting interest in the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission. The Table may be disclosed under the Freedom of Information Act.
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Key Persons;
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type of entity;
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equity and debt capitalization of the entity;
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investors or debt holders;
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source of funds;
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applicant's economic development plan;
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riverboat capacity or significant design change;
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gaming positions;
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anticipated economic impact; or
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agreements, oral or written, relating to the acquisition or disposition of property (real or personal) of a value greater than $1 million.
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cash flow, casino cash and working capital requirements;
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debt service requirements, obligations and covenants associated with financial instruments;
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requirements for repairs and maintenance and capital improvements;
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employment or economic development requirements of the Amended Illinois Act; and
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a licensee's financial projections.
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the granting of casino licenses;
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the suitability of the approved hotel facility and the amount of authorized casino space and gaming units permitted therein;
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the qualification of natural persons and entities related to the casino licensee;
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the licensing and registration of employees and vendors of casino licensees;
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the rules of the games;
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the selling and redeeming of gaming chips;
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the granting and duration of credit and the enforceability of gaming debts;
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the management control procedures, accountability, and cash control methods and reports to gaming agencies;
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the security standards;
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the manufacture and distribution of gaming equipment;
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the equal opportunity for employees and casino operators, contractors of casino facilities, and others; and
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advertising and entertainment; and
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alcoholic beverages.
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its financial stability, integrity and responsibility;
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the integrity and adequacy of its financial resources which bear any relation to the casino project;
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its good character, honesty, and integrity; and
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the sufficiency of its business ability and casino experience to establish the likelihood of creation and maintenance of a successful, efficient casino operation.
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to pay winning wagers when due;
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to achieve a gross operating profit;
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to pay all local, state, and federal taxes when due;
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to make necessary capital and maintenance expenditures to insure that it has a superior first-class facility; and
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to pay, exchange, refinance or extend debts which will mature and become due and payable during the license term.
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issuing conditional license approvals or determinations;
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establishing an appropriate cure period;
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imposing reporting requirements;
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placing restrictions on the transfer of cash or the assumption of liability;
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requiring reasonable reserves or trust accounts;
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denying licensure; or
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appointing a conservator.
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the complete management of the casino;
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the sole and unrestricted power to direct the casino operations; and
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a term long enough to ensure the reasonable continuity, stability, independence and management of the casino.
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retirement fund administered by a public agency for the exclusive benefit of federal, state, or local public employees;
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investment company registered under the Investment Company Act of 1940;
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collective investment trust organized by banks under Part Nine of the Rules of the Comptroller of the Currency;
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closed end investment trust;
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chartered or licensed life insurance company or property and casualty insurance company;
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banking and other chartered or licensed lending institution;
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investment advisor registered under the Investment Advisers Act of 1940; and
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such other persons as the NJDGE may determine for reasons consistent with the policies of the Casino Control Act.
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its holdings were purchased for investment purposes only and, upon request by the NJDGE, it files a certified statement to the effect that is has no intention of influencing or affecting the affairs of the issuer, the casino licensee or its holding or intermediary companies; provided, however, that the Institutional Investor will be permitted to vote on matters put to the vote of the outstanding security holders; and
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if the securities are debt securities of a casino licensee's holding or intermediary companies or another subsidiary company of the casino licensee's holding or intermediary companies which is related in any way to the financing of the casino licensee and represent either:
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25% or less of the total outstanding debt of the company; or
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50% or less of any issue of outstanding debt of the company, unless the full issue is in the amount of $150 million or less;
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the securities are under 25% of the equity securities of a casino licensee's holding or intermediary companies; or
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if the securities so held exceed such percentages, upon a showing of good cause. The NJDGE may grant a waiver of qualification to an Institutional Investor holding a higher percentage of such securities upon a showing of good cause and if the conditions specified above are met.
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the holder has reviewed the definition of Institutional Investor under the Casino Control Act and believes that it meets the definition of Institutional Investor;
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the securities are those of a publicly-traded corporation;
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the holder purchased the securities for investment purposes only and holds them in the ordinary course of business;
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the holder has no involvement in the business activities of, and no intention of influencing or affecting the affairs of the issuer, the casino licensee, or any affiliate; and
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if the holder subsequently determines to influence or affect the affairs of the issuer, the casino licensee or any affiliate, will provide not less than 30 days' prior notice of such intent and will file with the NJCCC an application for qualification before taking any such action.
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to exercise, directly or through any trustee or nominee, any right conferred by such securities; or
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to receive any dividends or interest upon any such securities or any remuneration, in any form, from its affiliated casino licensee for services rendered or otherwise.
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a right of prior approval by the Gaming Authorities with regard to transfers of securities, shares and other interests; and
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an absolute right in the Regulated Company to repurchase at the market price or the purchase price, whichever is the lesser, any such security, share, or other interest in the event that the Gaming Authorities disapprove a transfer.
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statements of compliance have been issued pursuant to the Casino Control Act;
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the casino hotel is an approved hotel in accordance with the Casino Control Act;
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the trustee satisfies qualification criteria applicable to casino key employees, except for residency; and
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interim operation will best serve the interests of the public.
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during the time the trust is operative, the holder may not participate in the earnings of the casino hotel or receive any return on its investment or debt security holdings; and
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after disposition, if any, of the securities by the trustee, proceeds distributed to the unqualified holder may not exceed the lower of their actual cost to the unqualified holder or their value calculated as if the investment had been made on the date the trust became operative.
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By April 15, 2007, casinos were required to limit smoking to 25% of their casino floor space, which areas initially were not required to be enclosed and separately ventilated.
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Ultimately, the 25% of the casino floor in which smoking would be permissible was required to be enclosed and separately ventilated. Casinos had five months from April 15, 2007 to submit construction plans for such enclosures to applicable authorities for the issuance of building permits and related required approvals. Once permits were issued, the casinos had 90 days to commence construction of the enclosures. Borgata has set aside special enclosed smoking lounges in order to
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In April 2008, Atlantic City voted to completely ban smoking on the casino floor, to take effect in October 2008; however, as a consequence of the economic downturn, in October 2008, Atlantic City voted to overturn the temporary smoking ban, returning to the 2007 law restricting smoking to no more than twenty-five percent of the casino floor.
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The postponement of the full smoking ban became effective on November 16, 2008.
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In December 2009, Atlantic City's City Council announced it would not consider a full smoking ban until at least the end of 2011.
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to develop a historic riverboat industry that will assist in the growth of the tourism market;
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to license and supervise the riverboat industry from the period of construction through actual operation;
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to regulate the operators, manufacturers, suppliers and distributors of gaming devices; and
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to license all entities involved in the riverboat gaming industry.
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to revitalize and rehabilitate pari-mutuel racing facilities through the allowance of slot machine operations at certain racetracks; and
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to regulate and license owners of such facilities.
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to encourage the development of horse racing with pari-mutuel wagering on a high plane;
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to encourage the development and ownership of race horses;
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to regulate the business of racing horses and to provide the orderly conduct of racing;
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to provide financial assistance to encourage the business of racing horses; and
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to provide a program for the regulation, ownership, possession, licensing, keeping, breeding and inoculation of horses.
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$50,000 per year for the first year and $100,000 for each year thereafter; and
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21.5% of net gaming proceeds.
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15% of the annual net slot machine proceeds are dedicated to supplement purses of the live horse race meets held at the facility;
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3% of the annual net slot machine proceeds dedicated to horse breeders associations;
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18.5% taxable net slot machine proceeds are paid to the state;
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$0.25 per person attending live racing and off-track betting facilities during those periods when it is conducting race meetings, only on those days when there are scheduled live races at its racetrack (currently Thursdays through Sundays) from the hours of 6:00 p.m. until 12:00 a.m. and during those periods when it is not conducting live racing (i.e., between race meetings) only on Thursdays through Mondays from the hours of 12:00 p.m. until 12:00 a.m. Delta Down's current license is valid through October of 2011.
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receive dividends or interest in debt or securities;
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exercise directly or through a nominee a right conferred by the securities or indebtedness;
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receive any remuneration from the licensee;
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receive any economic benefit from the licensee; or
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continue in an ownership or economic interest in a licensee or remain as a manager, director or partner of a licensee.
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racing experience;
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financial qualifications;
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moral and financial qualifications of applicant and applicant's partners, officers and officials;
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the expected effect on the breeding and horse industry;
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the expected effect on the State's economy; and
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the hope of financial success.
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the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
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the establishment and maintenance of responsible accounting practices and procedures;
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the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing for reliable record keeping and requiring the filing of periodic reports with the Mississippi Commission;
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the prevention of cheating and fraudulent practices;
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providing a source of state and local revenues through taxation and licensing fees; and
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ensuring that gaming licensees, to the extent practicable, employ Mississippi residents.
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voting on all matters voted on by stockholders;
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making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and
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such other activities as the Mississippi Commission may determine to be consistent with such investment intent.
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pays the unsuitable person any dividend or other distribution upon such person's voting securities;
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recognizes the exercise, directly or indirectly, of any voting rights conferred by securities held by the unsuitable person;
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pays the unsuitable person any remuneration in any form for services rendered or otherwise, except in certain limited and specific circumstances; or
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fails to pursue all lawful efforts to require the unsuitable person to divest himself of the securities, including, if necessary, the immediate purchase of the securities for cash at a fair market value.
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pays to the unsuitable person any dividend, interest, or any distribution whatsoever;
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recognizes any voting right by the unsuitable person in connection with those securities;
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pays the unsuitable person remuneration in any form; or
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makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.
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assure the financial stability of corporate gaming operators and their affiliates;
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preserve the beneficial aspects of conducting business in the corporate form; and
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promote a neutral environment for the orderly governance of corporate affairs.
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a percentage of the gross gaming revenues received by the casino operation;
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the number of gaming devices operated by the casino; or
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the number of table games operated by the casino.
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Legislation adopted in May 2003 eliminated the Riverboat Owner's License for a riverboat to be docked in a county contiguous to Patoka Lake. However, the General Assembly authorized the Indiana Gaming Commission to enter into a contract pursuant to which an Operating Agent can operate a riverboat in Orange County, which is contiguous to Patoka Lake, on behalf of the Indiana Gaming Commission. This contract was awarded to Blue Sky Casino, LLC, d/b/a French Lick Casino & Resort, which commenced operations on November 3, 2006.
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Legislation enacted in April 2007 specified a riverboat cannot be moved from the county in which it was docked on January 1, 2007, to another county.
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In May 2008 the horse track located in Anderson, Indiana commenced slot operations and in June 2008 the horse track located in Shelbyville, Indiana commenced slot operations. Each horse track may install up to 2,000 slot machines (“Racino”). The Indiana Gaming Commission may authorize the installation of additional slot machines at each Racino.
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a person who owns at least one percent of a Riverboat Licensee, Operating Agent or Racino licensee;
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a person who is an officer of a Riverboat Licensee, Operating Agent or Racino Licensee;
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a person who is an officer of a person that owns at least one percent of a Riverboat Licensee, Operating Agent or Racino Licensee; or
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a person who is a political action committee of a Riverboat Licensee, Operating Agent, or Racino Licensee.
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simulcast wagering on pari-mutuel events, including wagering on all of the other pari-mutuel sports authorized under Florida law, such as thoroughbred and harness horse racing and greyhound racing; and
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poker and dominoes under a special cardroom license held by certain Florida pari-mutuel permit holders including Aragon and Summersport.
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adopt rules for the control, supervision and direction over all applicants, permit holders and licensees and over the conduct of all pari-mutuel activities and events to assure compliance with the provisions of Chapter 550 and to otherwise protect the interest of the public by assuring the integrity of the outcome of the pari-mutuel events;
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oversee the making and distribution of all pari-mutuel pools;
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collect taxes and require compliance with all financial reporting requirements; and
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conduct investigations of applicants for permits and licenses to assure compliance with the moral and financial qualifications set forth in Chapter 550.
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the facility may be operated 365 days per year, 16 hours per day;
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the maximum number of machines is 1,500 Vegas-style (Class III) slot machines per facility;
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the annual license fee is $3 million;
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the tax payable to the State of Florida is 50% of net slot revenue;
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the machines will not accept coins or currency, but are ticket in/ticket out;
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the minimum age to play the machines is 21 years;
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ATMs are not permitted within the facility; and
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the Pari-Mutuel Division is required to enforce the provisions of Chapter 551, including through use of its investigatory and police powers.
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the increase of authorized slot machines to 2,000 per facility;
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allowing ATMs to be placed within the pari-mutuel wagering areas of the facility;
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authorizing off-site storage facilities for slot machines; and
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increasing the hours of operation to18 hours per weekday and 24 hours per weekend day.
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revising the annual license fee to $2.5 million for the 2010-2011 fiscal year; and $2 million for each year thereafter;
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revising the tax rate for slot machine licensees to 35% of net slot revenue; and
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providing for minimum annual tax revenue from the operation of slot machines, that, if not met by the aggregate amount of tax paid by all slot licensees for the year, must be paid on a pro rata basis by facilities licensed to operate slot machines during the applicable year.
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