|
|
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
|
88-0242733
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
o
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Accelerated filer
|
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x
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|
|
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Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
o
|
|
Class
|
|
Outstanding as of October 31, 2014
|
|
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Common stock, $0.01 par value
|
|
108,424,772
|
|
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Page
No.
|
|
|
|
|
|
|
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||
|
|
|
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||
|
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||
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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||
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|
|
|
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|
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|
|
|
|
|
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(In thousands, except share data)
|
September 30,
|
|
December 31,
|
||||
(Unaudited)
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
120,910
|
|
|
$
|
177,838
|
|
Restricted cash
|
25,163
|
|
|
20,686
|
|
||
Accounts receivable, net
|
26,873
|
|
|
65,569
|
|
||
Inventories
|
16,041
|
|
|
19,719
|
|
||
Prepaid expenses and other current assets
|
37,599
|
|
|
42,460
|
|
||
Income taxes receivable
|
738
|
|
|
1,143
|
|
||
Deferred income taxes and current tax assets
|
3,127
|
|
|
7,265
|
|
||
Total current assets
|
230,451
|
|
|
334,680
|
|
||
Property and equipment, net
|
2,278,854
|
|
|
3,505,613
|
|
||
Investment in unconsolidated subsidiary
|
221,400
|
|
|
—
|
|
||
Debt financing costs, net
|
60,679
|
|
|
84,209
|
|
||
Other assets, net
|
49,977
|
|
|
61,259
|
|
||
Intangible assets, net
|
982,910
|
|
|
1,070,660
|
|
||
Goodwill, net
|
685,310
|
|
|
685,310
|
|
||
Total assets
|
$
|
4,509,581
|
|
|
$
|
5,741,731
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
27,693
|
|
|
$
|
33,559
|
|
Accounts payable
|
68,636
|
|
|
75,478
|
|
||
Accrued liabilities
|
251,109
|
|
|
341,947
|
|
||
Deferred income taxes and other current tax liabilities
|
2,849
|
|
|
2,879
|
|
||
Total current liabilities
|
350,287
|
|
|
453,863
|
|
||
Long-term debt, net of current maturities
|
3,432,725
|
|
|
4,352,932
|
|
||
Deferred income taxes
|
154,449
|
|
|
155,218
|
|
||
Other long-term tax liabilities
|
28,706
|
|
|
42,188
|
|
||
Other liabilities
|
80,807
|
|
|
87,093
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Stockholders' equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 5,000,000 shares authorized
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 200,000,000 shares authorized; 108,424,772 and 108,155,002 shares outstanding
|
1,084
|
|
|
1,082
|
|
||
Additional paid-in capital
|
914,391
|
|
|
902,496
|
|
||
Accumulated deficit
|
(452,692
|
)
|
|
(432,074
|
)
|
||
Accumulated other comprehensive loss
|
(226
|
)
|
|
(1,517
|
)
|
||
Total Boyd Gaming Corporation stockholders' equity
|
462,557
|
|
|
469,987
|
|
||
Noncontrolling interest
|
50
|
|
|
180,450
|
|
||
Total stockholders' equity
|
462,607
|
|
|
650,437
|
|
||
Total liabilities and stockholders' equity
|
$
|
4,509,581
|
|
|
$
|
5,741,731
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(
In thousands, except per share data
)
|
September 30,
|
|
September 30,
|
||||||||||||
(
Unaudited
)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
||||||||
Gaming
|
$
|
631,668
|
|
|
$
|
633,237
|
|
|
$
|
1,859,339
|
|
|
$
|
1,893,722
|
|
Food and beverage
|
115,072
|
|
|
114,397
|
|
|
332,068
|
|
|
338,975
|
|
||||
Room
|
75,330
|
|
|
72,299
|
|
|
210,072
|
|
|
203,308
|
|
||||
Other
|
44,441
|
|
|
43,808
|
|
|
124,574
|
|
|
125,017
|
|
||||
Gross revenues
|
866,511
|
|
|
863,741
|
|
|
2,526,053
|
|
|
2,561,022
|
|
||||
Less promotional allowances
|
127,668
|
|
|
125,172
|
|
|
356,327
|
|
|
348,121
|
|
||||
Net revenues
|
738,843
|
|
|
738,569
|
|
|
2,169,726
|
|
|
2,212,901
|
|
||||
COST AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
||||||||
Gaming
|
294,118
|
|
|
302,373
|
|
|
867,506
|
|
|
887,436
|
|
||||
Food and beverage
|
61,511
|
|
|
57,655
|
|
|
179,976
|
|
|
181,950
|
|
||||
Room
|
14,679
|
|
|
12,556
|
|
|
42,330
|
|
|
41,611
|
|
||||
Other
|
33,554
|
|
|
33,056
|
|
|
91,708
|
|
|
92,429
|
|
||||
Selling, general and administrative
|
113,436
|
|
|
122,837
|
|
|
349,494
|
|
|
373,865
|
|
||||
Maintenance and utilities
|
45,050
|
|
|
45,735
|
|
|
131,337
|
|
|
125,986
|
|
||||
Depreciation and amortization
|
66,168
|
|
|
69,002
|
|
|
198,245
|
|
|
209,358
|
|
||||
Corporate expense
|
15,064
|
|
|
12,084
|
|
|
52,605
|
|
|
42,588
|
|
||||
Preopening expense
|
1,262
|
|
|
1,675
|
|
|
3,836
|
|
|
4,829
|
|
||||
Impairments of assets
|
18,279
|
|
|
1,250
|
|
|
20,205
|
|
|
6,282
|
|
||||
Asset transactions costs
|
3,064
|
|
|
(1,362
|
)
|
|
5,078
|
|
|
2,265
|
|
||||
Other operating items, net
|
(1,116
|
)
|
|
3,386
|
|
|
(1,863
|
)
|
|
5,181
|
|
||||
Total operating costs and expenses
|
665,069
|
|
|
660,247
|
|
|
1,940,457
|
|
|
1,973,780
|
|
||||
Operating income
|
73,774
|
|
|
78,322
|
|
|
229,269
|
|
|
239,121
|
|
||||
Other expense (income)
|
|
|
|
|
|
|
|
||||||||
Interest income
|
(466
|
)
|
|
(553
|
)
|
|
(1,412
|
)
|
|
(1,779
|
)
|
||||
Interest expense, net
|
75,420
|
|
|
83,145
|
|
|
226,219
|
|
|
266,953
|
|
||||
Loss on early extinguishments of debt
|
71
|
|
|
27,141
|
|
|
1,129
|
|
|
29,513
|
|
||||
Other, net
|
116
|
|
|
136
|
|
|
498
|
|
|
(335
|
)
|
||||
Total other expense, net
|
75,141
|
|
|
109,869
|
|
|
226,434
|
|
|
294,352
|
|
||||
Income (loss) from continuing operations before income taxes
|
(1,367
|
)
|
|
(31,547
|
)
|
|
2,835
|
|
|
(55,231
|
)
|
||||
Income taxes benefit (expense)
|
(1,961
|
)
|
|
(3,048
|
)
|
|
(12,050
|
)
|
|
3,478
|
|
||||
Loss from continuing operations, net of tax
|
(3,328
|
)
|
|
(34,595
|
)
|
|
(9,215
|
)
|
|
(51,753
|
)
|
||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
10,790
|
|
||||
Net loss
|
(3,328
|
)
|
|
(34,595
|
)
|
|
(9,215
|
)
|
|
(40,963
|
)
|
||||
Net (income) loss attributable to noncontrolling interest
|
(11,777
|
)
|
|
(2,672
|
)
|
|
(11,403
|
)
|
|
8,039
|
|
||||
Net loss attributable to Boyd Gaming Corporation
|
$
|
(15,105
|
)
|
|
$
|
(37,267
|
)
|
|
$
|
(20,618
|
)
|
|
$
|
(32,924
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.14
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.47
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.12
|
|
||||
Basic net loss per common share
|
$
|
(0.14
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.35
|
)
|
Weighted average basic shares outstanding
|
109,923
|
|
|
101,555
|
|
|
109,854
|
|
|
93,122
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.14
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.47
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.12
|
|
||||
Diluted net loss per common share
|
$
|
(0.14
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.35
|
)
|
Weighted average diluted shares outstanding
|
109,923
|
|
|
101,555
|
|
|
109,854
|
|
|
93,122
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
September 30,
|
|
September 30,
|
||||||||||||
(Unaudited)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net loss
|
$
|
(3,328
|
)
|
|
$
|
(34,595
|
)
|
|
$
|
(9,215
|
)
|
|
$
|
(40,963
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Fair value of adjustments to available-for-sale securities, net of tax
|
681
|
|
|
52
|
|
|
1,291
|
|
|
167
|
|
||||
Comprehensive loss
|
(2,647
|
)
|
|
(34,543
|
)
|
|
(7,924
|
)
|
|
(40,796
|
)
|
||||
Less: net income (loss) attributable to noncontrolling interest
|
11,777
|
|
|
2,672
|
|
|
11,403
|
|
|
(8,039
|
)
|
||||
Comprehensive loss attributable to Boyd Gaming
Corporation
|
$
|
(14,424
|
)
|
|
$
|
(37,215
|
)
|
|
$
|
(19,327
|
)
|
|
$
|
(32,757
|
)
|
|
Boyd Gaming Corporation Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss), Net
|
|
Noncontrolling
Interest
|
|
Total
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||
(In thousands, except share data)
|
|
|
|
|
|
|||||||||||||||||||||
(Unaudited)
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balances, January 1, 2014
|
108,155,002
|
|
|
$
|
1,082
|
|
|
$
|
902,496
|
|
|
$
|
(432,074
|
)
|
|
$
|
(1,517
|
)
|
|
$
|
180,450
|
|
|
$
|
650,437
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,618
|
)
|
|
—
|
|
|
11,403
|
|
|
(9,215
|
)
|
||||||
Comprehensive income attributable to Boyd
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,291
|
|
|
—
|
|
|
1,291
|
|
||||||
Stock options exercised
|
131,229
|
|
|
2
|
|
|
982
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
984
|
|
||||||
Release of restricted stock units, net of tax
|
138,541
|
|
|
—
|
|
|
(326
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(326
|
)
|
||||||
Share-based compensation costs
|
—
|
|
|
—
|
|
|
11,239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,239
|
|
||||||
Noncontrolling interests contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||||
Deconsolidation of Borgata on September 30, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(191,833
|
)
|
|
(191,833
|
)
|
||||||
Balances, September 30, 2014
|
108,424,772
|
|
|
$
|
1,084
|
|
|
$
|
914,391
|
|
|
$
|
(452,692
|
)
|
|
$
|
(226
|
)
|
|
$
|
50
|
|
|
$
|
462,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balances, January 1, 2013
|
86,871,977
|
|
|
$
|
869
|
|
|
$
|
655,694
|
|
|
$
|
(351,810
|
)
|
|
$
|
(962
|
)
|
|
$
|
163,336
|
|
|
$
|
467,127
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,924
|
)
|
|
—
|
|
|
(8,039
|
)
|
|
(40,963
|
)
|
||||||
Unrealized gain on investment available for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
167
|
|
||||||
Equity offering
|
18,975,000
|
|
|
190
|
|
|
216,277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216,467
|
|
||||||
Stock options exercised
|
1,827,723
|
|
|
18
|
|
|
13,573
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,591
|
|
||||||
Restricted stock units released/settled
|
130,597
|
|
|
1
|
|
|
(355
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(354
|
)
|
||||||
Share-based compensation costs
|
—
|
|
|
—
|
|
|
9,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,033
|
|
||||||
Deconsolidation of LVE
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,404
|
|
|
45,404
|
|
||||||
Balances, September 30, 2013
|
107,805,297
|
|
|
$
|
1,078
|
|
|
$
|
894,222
|
|
|
$
|
(384,734
|
)
|
|
$
|
(795
|
)
|
|
$
|
200,701
|
|
|
$
|
710,472
|
|
|
Nine Months Ended
|
||||||
(In thousands)
|
September 30,
|
||||||
(Unaudited)
|
2014
|
|
2013
|
||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net loss
|
$
|
(9,215
|
)
|
|
$
|
(40,963
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Gain on discontinued operations, net of tax
|
—
|
|
|
(10,790
|
)
|
||
Depreciation and amortization
|
198,245
|
|
|
209,358
|
|
||
Amortization of debt financing costs
|
14,498
|
|
|
16,726
|
|
||
Amortization of discounts on debt
|
5,860
|
|
|
13,862
|
|
||
Loss on early extinguishments of debt
|
1,129
|
|
|
29,513
|
|
||
Share-based compensation expense
|
11,239
|
|
|
9,033
|
|
||
Deferred income taxes
|
11,690
|
|
|
7,027
|
|
||
Noncash impairments of assets
|
20,205
|
|
|
8,198
|
|
||
Other operating activities
|
2,370
|
|
|
2,455
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
(10,299
|
)
|
|
(4,291
|
)
|
||
Accounts receivable, net
|
788
|
|
|
1,529
|
|
||
Inventories
|
(655
|
)
|
|
375
|
|
||
Prepaid expenses and other current assets
|
(18,041
|
)
|
|
(1,489
|
)
|
||
Current other tax asset
|
3,575
|
|
|
4,062
|
|
||
Income taxes receivable
|
396
|
|
|
584
|
|
||
Other assets, net
|
(650
|
)
|
|
22,519
|
|
||
Accounts payable and accrued liabilities
|
7,651
|
|
|
(19,093
|
)
|
||
Other long-term tax liabilities
|
(3,843
|
)
|
|
(19,569
|
)
|
||
Other liabilities
|
(2,442
|
)
|
|
4,737
|
|
||
Net cash provided by operating activities
|
232,501
|
|
|
233,783
|
|
||
Cash Flows from Investing Activities
|
|
|
|
||||
Capital expenditures
|
(94,617
|
)
|
|
(100,618
|
)
|
||
Proceeds from sale of Echelon, net
|
—
|
|
|
343,750
|
|
||
Cash paid for exercise of LVE option
|
—
|
|
|
(187,000
|
)
|
||
Proceeds from sale of other assets, net
|
—
|
|
|
4,875
|
|
||
Deconsolidation of Borgata
|
(26,891
|
)
|
|
—
|
|
||
Other investing activities
|
3,187
|
|
|
198
|
|
||
Net cash provided by (used in) investing activities
|
(118,321
|
)
|
|
61,205
|
|
||
Cash Flows from Financing Activities
|
|
|
|
||||
Borrowings under Boyd Gaming bank credit facility
|
605,000
|
|
|
2,711,375
|
|
||
Payments under Boyd Gaming bank credit facility
|
(698,400
|
)
|
|
(2,738,325
|
)
|
||
Borrowings under Peninsula bank credit facility
|
242,100
|
|
|
268,500
|
|
||
Payments under Peninsula bank credit facility
|
(283,350
|
)
|
|
(296,688
|
)
|
||
Borrowings under Borgata bank credit facility
|
410,900
|
|
|
297,100
|
|
||
Payments under Borgata bank credit facility
|
(444,900
|
)
|
|
(300,800
|
)
|
||
Debt financing costs
|
(289
|
)
|
|
(36,396
|
)
|
||
Payments on long-term debt
|
(7
|
)
|
|
(10,818
|
)
|
||
Payments on retirements of long-term debt
|
(2,850
|
)
|
|
(500,272
|
)
|
||
Stock options exercised
|
984
|
|
|
13,591
|
|
||
Restricted stock units released, net
|
(201
|
)
|
|
(354
|
)
|
||
Proceeds from sale of common stock
|
—
|
|
|
216,467
|
|
||
Other financing activities
|
(95
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(171,108
|
)
|
|
(376,620
|
)
|
||
Cash Flows from Discontinued Operations
|
|
|
|
||||
Cash flows from operating activities
|
—
|
|
|
(2,144
|
)
|
||
Cash flows from investing activities
|
—
|
|
|
56,751
|
|
||
Net cash used in discontinued operations
|
—
|
|
|
54,607
|
|
||
Change in cash and cash equivalents
|
(56,928
|
)
|
|
(27,025
|
)
|
||
Cash and cash equivalents, beginning of period
|
177,838
|
|
|
192,545
|
|
||
Change in cash classified as discontinued operations
|
—
|
|
|
283
|
|
||
Cash and cash equivalents, end of period
|
$
|
120,910
|
|
|
$
|
165,803
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
$
|
218,499
|
|
|
$
|
248,862
|
|
Cash paid (received) for income taxes, net of refunds
|
232
|
|
|
(6,424
|
)
|
||
Supplemental Schedule of Noncash Investing and Financing Activities
|
|
|
|
||||
Payables incurred for capital expenditures
|
$
|
10,005
|
|
|
$
|
7,849
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Rooms
|
$
|
40,420
|
|
|
$
|
39,296
|
|
|
$
|
112,825
|
|
|
$
|
109,737
|
|
Food and beverage
|
53,247
|
|
|
52,708
|
|
|
152,462
|
|
|
153,361
|
|
||||
Other
|
34,001
|
|
|
33,168
|
|
|
91,040
|
|
|
85,023
|
|
||||
Total promotional allowances
|
$
|
127,668
|
|
|
$
|
125,172
|
|
|
$
|
356,327
|
|
|
$
|
348,121
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Rooms
|
$
|
15,371
|
|
|
$
|
15,361
|
|
|
$
|
43,956
|
|
|
$
|
44,505
|
|
Food and beverage
|
46,841
|
|
|
47,252
|
|
|
133,889
|
|
|
136,435
|
|
||||
Other
|
6,512
|
|
|
6,499
|
|
|
17,199
|
|
|
17,058
|
|
||||
Total cost of promotional allowances
|
$
|
68,724
|
|
|
$
|
69,112
|
|
|
$
|
195,044
|
|
|
$
|
197,998
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
(In thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Potential dilutive effect
|
904.6
|
|
|
952.8
|
|
|
926.1
|
|
|
942.4
|
|
|
|
September 30,
|
||
(In thousands)
|
|
2014
|
||
ASSETS
|
|
|
||
Current assets
|
|
$
|
98,119
|
|
Long-term assets
|
|
1,220,036
|
|
|
Total Assets
|
|
$
|
1,318,155
|
|
|
|
|
||
LIABILITIES AND NONCONTROLLING INTERESTS
|
|
|
||
Current liabilities
|
|
$
|
106,666
|
|
Long-term liabilities
|
|
786,278
|
|
|
Noncontrolling interests
|
|
191,833
|
|
|
Total Liabilities and Noncontrolling Interests
|
|
$
|
1,084,777
|
|
|
|
|
|
||||
|
September 30,
|
|
December 31,
|
||||
(In thousands)
|
2014
|
|
2013
|
||||
Land
|
$
|
229,684
|
|
|
$
|
336,079
|
|
Buildings and improvements
|
2,508,826
|
|
|
3,852,039
|
|
||
Furniture and equipment
|
1,067,571
|
|
|
1,332,090
|
|
||
Riverboats and barges
|
189,536
|
|
|
189,175
|
|
||
Construction in progress
|
82,493
|
|
|
72,141
|
|
||
Other
|
14,555
|
|
|
21,750
|
|
||
Total property and equipment
|
4,092,665
|
|
|
5,803,274
|
|
||
Less accumulated depreciation
|
1,813,811
|
|
|
2,297,661
|
|
||
Property and equipment, net
|
$
|
2,278,854
|
|
|
$
|
3,505,613
|
|
|
September 30, 2014
|
||||||||||||||||
|
Weighted
|
|
Gross
|
|
|
|
Cumulative
|
|
|
||||||||
|
Average Life
|
|
Carrying
|
|
Cumulative
|
|
Impairment
|
|
Intangible
|
||||||||
(In thousands)
|
Remaining
|
|
Value
|
|
Amortization
|
|
Losses
|
|
Assets, Net
|
||||||||
Amortizing intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
2.8 years
|
|
$
|
154,000
|
|
|
$
|
(93,715
|
)
|
|
$
|
—
|
|
|
$
|
60,285
|
|
Favorable lease rates
|
32.7 years
|
|
45,370
|
|
|
(10,694
|
)
|
|
—
|
|
|
34,676
|
|
||||
Development agreement
|
—
|
|
21,373
|
|
|
—
|
|
|
—
|
|
|
21,373
|
|
||||
|
|
|
220,743
|
|
|
(104,409
|
)
|
|
—
|
|
|
116,334
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks and other
|
Indefinite
|
|
129,501
|
|
|
—
|
|
|
(3,200
|
)
|
|
126,301
|
|
||||
Gaming license rights
|
Indefinite
|
|
955,135
|
|
|
(33,960
|
)
|
|
(180,900
|
)
|
|
740,275
|
|
||||
|
|
|
1,084,636
|
|
|
(33,960
|
)
|
|
(184,100
|
)
|
|
866,576
|
|
||||
Balance, September 30, 2014
|
|
|
$
|
1,305,379
|
|
|
$
|
(138,369
|
)
|
|
$
|
(184,100
|
)
|
|
$
|
982,910
|
|
|
December 31, 2013
|
||||||||||||||||
|
Weighted
|
|
Gross
|
|
|
|
Cumulative
|
|
|
||||||||
|
Average Life
|
|
Carrying
|
|
Cumulative
|
|
Impairment
|
|
Intangible
|
||||||||
(In thousands)
|
Remaining
|
|
Value
|
|
Amortization
|
|
Losses
|
|
Assets, Net
|
||||||||
Amortizing intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
3.6 years
|
|
$
|
154,000
|
|
|
$
|
(68,733
|
)
|
|
$
|
—
|
|
|
$
|
85,267
|
|
Non-competition agreement
|
—
|
|
3,200
|
|
|
(3,200
|
)
|
|
—
|
|
|
—
|
|
||||
Favorable lease rates
|
34.4 years
|
|
45,370
|
|
|
(9,912
|
)
|
|
—
|
|
|
35,458
|
|
||||
Development agreement
|
—
|
|
21,373
|
|
|
—
|
|
|
—
|
|
|
21,373
|
|
||||
|
|
|
223,943
|
|
|
(81,845
|
)
|
|
—
|
|
|
142,098
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks and other
|
Indefinite
|
|
196,487
|
|
|
—
|
|
|
(8,200
|
)
|
|
188,287
|
|
||||
Gaming license rights
|
Indefinite
|
|
955,135
|
|
|
(33,960
|
)
|
|
(180,900
|
)
|
|
740,275
|
|
||||
|
|
|
1,151,622
|
|
|
(33,960
|
)
|
|
(189,100
|
)
|
|
928,562
|
|
||||
Balance, December 31, 2013
|
|
|
$
|
1,375,565
|
|
|
$
|
(115,805
|
)
|
|
$
|
(189,100
|
)
|
|
$
|
1,070,660
|
|
|
September 30,
|
|
December 31,
|
||||
(In thousands)
|
2014
|
|
2013
|
||||
Payroll and related expenses
|
$
|
67,371
|
|
|
$
|
90,602
|
|
Interest
|
28,290
|
|
|
47,497
|
|
||
Gaming liabilities
|
38,880
|
|
|
58,145
|
|
||
Player loyalty program liabilities
|
19,360
|
|
|
25,159
|
|
||
Accrued liabilities
|
97,208
|
|
|
120,544
|
|
||
Total accrued liabilities
|
$
|
251,109
|
|
|
$
|
341,947
|
|
|
|
|
September 30, 2014
|
|||||||||||||||
|
Interest
|
|
|
|
|
|
Unamortized
|
|
|
|||||||||
|
Rates at
|
|
Outstanding
|
|
Unamortized
|
|
Origination
|
|
Long-Term
|
|||||||||
(In thousands)
|
Sept. 30, 2014
|
|
Principal
|
|
Discount
|
|
Fees
|
|
Debt, Net
|
|||||||||
Boyd Debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Boyd Gaming Debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Bank credit facility
|
3.67
|
%
|
|
$
|
1,374,325
|
|
|
$
|
(3,750
|
)
|
|
$
|
—
|
|
|
$
|
1,370,575
|
|
9.125% senior notes due 2018
|
9.13
|
%
|
|
500,000
|
|
|
—
|
|
|
(5,155
|
)
|
|
494,845
|
|
||||
9.00% senior notes due 2020
|
9.00
|
%
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
||||
HoldCo Note
|
6.00
|
%
|
|
147,320
|
|
|
(13,228
|
)
|
|
—
|
|
|
134,092
|
|
||||
|
|
|
2,371,645
|
|
|
(16,978
|
)
|
|
(5,155
|
)
|
|
2,349,512
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Peninsula Segment Debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Bank credit facility
|
4.25
|
%
|
|
760,900
|
|
|
—
|
|
|
—
|
|
|
760,900
|
|
||||
8.375% senior notes due 2018
|
8.38
|
%
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
||||
Other
|
various
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
|
|
|
1,110,906
|
|
|
—
|
|
|
—
|
|
|
1,110,906
|
|
|||||
Total long-term debt
|
|
|
3,482,551
|
|
|
(16,978
|
)
|
|
(5,155
|
)
|
|
3,460,418
|
|
|||||
Less current maturities
|
|
|
27,693
|
|
|
—
|
|
|
—
|
|
|
27,693
|
|
|||||
Long-term debt, net
|
|
|
$
|
3,454,858
|
|
|
$
|
(16,978
|
)
|
|
$
|
(5,155
|
)
|
|
$
|
3,432,725
|
|
|
|
|
December 31, 2013
|
|||||||||||||||
|
Interest
|
|
|
|
|
|
Unamortized
|
|
|
|||||||||
|
Rates at
|
|
Outstanding
|
|
Unamortized
|
|
Origination
|
|
Long-Term
|
|||||||||
(In thousands)
|
Dec. 31, 2013
|
|
Principal
|
|
Discount
|
|
Fees
|
|
Debt, Net
|
|||||||||
Boyd Debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Boyd Gaming Debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Bank credit facility
|
3.66
|
%
|
|
$
|
1,467,725
|
|
|
$
|
(4,233
|
)
|
|
$
|
—
|
|
|
$
|
1,463,492
|
|
9.125% senior notes due 2018
|
9.13
|
%
|
|
500,000
|
|
|
—
|
|
|
(6,082
|
)
|
|
493,918
|
|
||||
9.00% senior notes due 2020
|
9.00
|
%
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
||||
HoldCo Note
|
6.00
|
%
|
|
143,030
|
|
|
(17,371
|
)
|
|
—
|
|
|
125,659
|
|
||||
|
|
|
2,460,755
|
|
|
(21,604
|
)
|
|
(6,082
|
)
|
|
2,433,069
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Peninsula Segment Debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Bank credit facility
|
4.20
|
%
|
|
802,150
|
|
|
—
|
|
|
—
|
|
|
802,150
|
|
||||
8.375% senior notes due 2018
|
8.38
|
%
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
||||
Other
|
various
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
|
|
|
1,152,162
|
|
|
—
|
|
|
—
|
|
|
1,152,162
|
|
|||||
Total Boyd Debt
|
|
|
3,612,917
|
|
|
(21,604
|
)
|
|
(6,082
|
)
|
|
3,585,231
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Borgata Debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Bank credit facility
|
3.86
|
%
|
|
39,900
|
|
|
—
|
|
|
—
|
|
|
39,900
|
|
||||
Incremental term loan
|
6.75
|
%
|
|
380,000
|
|
|
(3,766
|
)
|
|
—
|
|
|
376,234
|
|
||||
9.875% senior secured notes due 2018
|
9.88
|
%
|
|
393,500
|
|
|
(1,811
|
)
|
|
(6,563
|
)
|
|
385,126
|
|
||||
Total Borgata Debt
|
|
|
813,400
|
|
|
(5,577
|
)
|
|
(6,563
|
)
|
|
801,260
|
|
|||||
Less current maturities
|
|
|
33,559
|
|
|
—
|
|
|
—
|
|
|
33,559
|
|
|||||
Long-term debt, net
|
|
|
$
|
4,392,758
|
|
|
$
|
(27,181
|
)
|
|
$
|
(12,645
|
)
|
|
$
|
4,352,932
|
|
(In thousands)
|
September 30, 2014
|
|
December 31, 2013
|
||||
Revolving Credit Facility
|
$
|
266,250
|
|
|
$
|
295,000
|
|
Term A Loan
|
234,375
|
|
|
246,875
|
|
||
Term B Loan
|
858,750
|
|
|
897,750
|
|
||
Swing Loan
|
11,200
|
|
|
23,867
|
|
||
Total outstanding borrowings under the Boyd Gaming Credit Facility
|
$
|
1,370,575
|
|
|
$
|
1,463,492
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Gaming
|
$
|
49
|
|
|
$
|
59
|
|
|
$
|
231
|
|
|
$
|
176
|
|
Food and beverage
|
9
|
|
|
12
|
|
|
44
|
|
|
34
|
|
||||
Room
|
4
|
|
|
5
|
|
|
21
|
|
|
16
|
|
||||
Selling, general and administrative
|
247
|
|
|
298
|
|
|
1,173
|
|
|
894
|
|
||||
Corporate expense
|
1,217
|
|
|
1,675
|
|
|
9,962
|
|
|
7,913
|
|
||||
Other operating items, net
|
(192
|
)
|
|
—
|
|
|
(192
|
)
|
|
—
|
|
||||
Total share-based compensation expense
|
$
|
1,334
|
|
|
$
|
2,049
|
|
|
$
|
11,239
|
|
|
$
|
9,033
|
|
|
Nine Months Ended September 30, 2014
|
||||||||||
(In thousands)
|
Holding Company
|
|
Other
|
|
Total
|
||||||
Balance, January 1, 2014
|
$
|
180,430
|
|
|
$
|
20
|
|
|
$
|
180,450
|
|
Attributable net income
|
11,403
|
|
|
—
|
|
|
11,403
|
|
|||
Capital contributions
|
—
|
|
|
30
|
|
|
30
|
|
|||
Deconsolidation of Borgata on September 30, 2014
|
(191,833
|
)
|
|
—
|
|
|
(191,833
|
)
|
|||
Balance, September 30, 2014
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
50
|
|
|
Nine Months Ended September 30, 2013
|
||||||||||||||
(In thousands)
|
Holding Company
|
|
LVE
|
|
Other
|
|
Total
|
||||||||
Balance, January 1, 2013
|
$
|
208,277
|
|
|
$
|
(44,961
|
)
|
|
$
|
20
|
|
|
$
|
163,336
|
|
Attributable net loss
|
(7,596
|
)
|
|
(443
|
)
|
|
—
|
|
|
(8,039
|
)
|
||||
Deconsolidation of LVE on March 4, 2013
|
—
|
|
|
45,404
|
|
|
—
|
|
|
45,404
|
|
||||
Balance, September 30, 2013
|
$
|
200,681
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
200,701
|
|
|
September 30, 2014
|
||||||||||||||
(In thousands)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
120,910
|
|
|
$
|
120,910
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
25,163
|
|
|
25,163
|
|
|
—
|
|
|
—
|
|
||||
Investment available for sale
|
18,153
|
|
|
—
|
|
|
—
|
|
|
18,153
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Merger earnout
|
$
|
225
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
225
|
|
Contingent payments
|
4,258
|
|
|
—
|
|
|
—
|
|
|
4,258
|
|
|
December 31, 2013
|
||||||||||||||
(In thousands)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
177,838
|
|
|
$
|
177,838
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
20,686
|
|
|
20,686
|
|
|
—
|
|
|
—
|
|
||||
CRDA deposits
|
4,613
|
|
|
—
|
|
|
—
|
|
|
4,613
|
|
||||
Investment available for sale
|
17,128
|
|
|
—
|
|
|
—
|
|
|
17,128
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Merger earnout
|
$
|
1,125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,125
|
|
Contingent payments
|
4,343
|
|
|
—
|
|
|
—
|
|
|
4,343
|
|
|
Three Months Ended September 30, 2014
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
(In thousands)
|
Investment
Available for
Sale
|
|
Merger
Earnout
|
|
Contingent
Payments
|
||||||
Balance at July 1, 2014
|
$
|
17,443
|
|
|
$
|
(450
|
)
|
|
$
|
(4,278
|
)
|
Deposits
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total gains (losses) (realized or unrealized):
|
|
|
|
|
|
||||||
Included in earnings
|
29
|
|
|
225
|
|
|
(181
|
)
|
|||
Included in other comprehensive income (loss)
|
681
|
|
|
—
|
|
|
—
|
|
|||
Transfers in or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchases, sales, issuances and settlements:
|
|
|
|
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
201
|
|
|||
Ending balance at September 30, 2014
|
$
|
18,153
|
|
|
$
|
(225
|
)
|
|
$
|
(4,258
|
)
|
|
|
|
|
|
|
||||||
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date:
|
|
|
|
|
|
||||||
Included in interest income
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Included in interest expense
|
—
|
|
|
—
|
|
|
(181
|
)
|
|
Three Months Ended September 30, 2013
|
||||||||||||||
|
Assets
|
|
Liabilities
|
||||||||||||
(In thousands)
|
Investment
Available for
Sale
|
|
CRDA
Deposits
|
|
Merger
Earnout
|
|
Contingent
Payments
|
||||||||
Balance at July 1, 2013
|
$
|
17,742
|
|
|
$
|
25,114
|
|
|
$
|
(8,983
|
)
|
|
$
|
(4,470
|
)
|
Deposits
|
—
|
|
|
1,738
|
|
|
—
|
|
|
—
|
|
||||
Total gains (losses) (realized or unrealized):
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
28
|
|
|
(581
|
)
|
|
—
|
|
|
(191
|
)
|
||||
Included in other comprehensive income (loss)
|
167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers in or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Purchases, sales, issuances and settlements:
|
|
|
|
|
|
|
|
||||||||
Settlements
|
—
|
|
|
(22,545
|
)
|
|
—
|
|
|
214
|
|
||||
Ending balance at September 30, 2013
|
$
|
17,937
|
|
|
$
|
3,726
|
|
|
$
|
(8,983
|
)
|
|
$
|
(4,447
|
)
|
|
|
|
|
|
|
|
|
||||||||
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date:
|
|
|
|
|
|
|
|
||||||||
Included in interest income
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
Nine Months Ended September 30, 2014
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
(In thousands)
|
Investment
Available for
Sale
|
|
Merger
Earnout
|
|
Contingent
Payments
|
||||||
Balance at January 1, 2014
|
$
|
17,128
|
|
|
$
|
(1,125
|
)
|
|
$
|
(4,343
|
)
|
Deposits
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total gains (losses) (realized or unrealized):
|
|
|
|
|
|
||||||
Included in earnings
|
89
|
|
|
900
|
|
|
(549
|
)
|
|||
Included in other comprehensive income (loss)
|
1,291
|
|
|
—
|
|
|
—
|
|
|||
Transfers in or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchases, sales, issuances and settlements:
|
|
|
|
|
|
||||||
Settlements
|
(355
|
)
|
|
—
|
|
|
634
|
|
|||
Ending balance at September 30, 2014
|
$
|
18,153
|
|
|
$
|
(225
|
)
|
|
$
|
(4,258
|
)
|
|
|
|
|
|
|
||||||
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date:
|
|
|
|
|
|
||||||
Included in interest income
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Included in interest expense
|
—
|
|
|
—
|
|
|
(549
|
)
|
|
Nine Months Ended September 30, 2013
|
||||||||||||||
|
Assets
|
|
Liabilities
|
||||||||||||
(In thousands)
|
Investment
Available for
Sale
|
|
CRDA
Deposits
|
|
Merger
Earnout
|
|
Contingent
Payments
|
||||||||
Balance at January 1, 2013
|
$
|
17,907
|
|
|
$
|
28,464
|
|
|
$
|
(9,800
|
)
|
|
$
|
(4,563
|
)
|
Deposits
|
—
|
|
|
5,145
|
|
|
—
|
|
|
—
|
|
||||
Total gains (losses) (realized or unrealized):
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
78
|
|
|
(7,338
|
)
|
|
817
|
|
|
(578
|
)
|
||||
Included in other comprehensive income (loss)
|
282
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers in or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Purchases, sales, issuances and settlements:
|
|
|
|
|
|
|
|
||||||||
Settlements
|
(330
|
)
|
|
(22,545
|
)
|
|
—
|
|
|
694
|
|
||||
Ending balance at September 30, 2013
|
$
|
17,937
|
|
|
$
|
3,726
|
|
|
$
|
(8,983
|
)
|
|
$
|
(4,447
|
)
|
|
|
|
|
|
|
|
|
||||||||
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date:
|
|
|
|
|
|
|
|
||||||||
Included in interest income
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
167
|
|
Included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(578
|
)
|
||||
Included in non-operating income
|
—
|
|
|
—
|
|
|
817
|
|
|
—
|
|
|
Valuation
Technique
|
|
Unobservable
Input
|
|
Rate
|
|
Investment available for sale
|
Discounted cash flow
|
|
Discount rate
|
|
10.2
|
%
|
Merger earnout
|
Probability-based model
|
|
Estimated probability
|
|
2.0
|
%
|
Contingent payments
|
Discounted cash flow
|
|
Discount rate
|
|
18.5
|
%
|
|
September 30, 2014
|
||||||||||||
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
||||||
Liabilities
|
|
|
|
|
|
|
|
||||||
Obligation under assessment arrangements
|
$
|
37,094
|
|
|
$
|
28,788
|
|
|
$
|
28,942
|
|
|
Level 3
|
Other financial instruments
|
300
|
|
|
262
|
|
|
262
|
|
|
Level 3
|
|
December 31, 2013
|
||||||||||||
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
||||||
Liabilities
|
|
|
|
|
|
|
|
||||||
Obligation under assessment arrangements
|
$
|
37,783
|
|
|
$
|
28,980
|
|
|
$
|
27,608
|
|
|
Level 3
|
Other financial instruments
|
400
|
|
|
343
|
|
|
343
|
|
|
Level 3
|
|
September 30, 2014
|
||||||||||||
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
||||||
Boyd Debt:
|
|
|
|
|
|
|
|
||||||
Boyd Gaming Debt:
|
|
|
|
|
|
|
|
||||||
Bank credit facility
|
$
|
1,374,325
|
|
|
$
|
1,370,575
|
|
|
$
|
1,384,027
|
|
|
Level 2
|
9.125% Senior Notes due 2018
|
500,000
|
|
|
494,845
|
|
|
527,500
|
|
|
Level 1
|
|||
9.00% Senior Notes due 2020
|
350,000
|
|
|
350,000
|
|
|
378,455
|
|
|
Level 1
|
|||
HoldCo Note
|
147,320
|
|
|
134,092
|
|
|
139,954
|
|
|
Level 3
|
|||
|
2,371,645
|
|
|
2,349,512
|
|
|
2,429,936
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Peninsula Segment Debt:
|
|
|
|
|
|
|
|
||||||
Bank credit facility
|
760,900
|
|
|
760,900
|
|
|
773,068
|
|
|
Level 2
|
|||
8.375% Senior Notes due 2018
|
350,000
|
|
|
350,000
|
|
|
367,500
|
|
|
Level 2
|
|||
Other
|
6
|
|
|
6
|
|
|
6
|
|
|
Level 3
|
|||
|
1,110,906
|
|
|
1,110,906
|
|
|
1,140,574
|
|
|
|
|||
Total debt
|
$
|
3,482,551
|
|
|
$
|
3,460,418
|
|
|
$
|
3,570,510
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
||||||||||||
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
||||||
Boyd Debt:
|
|
|
|
|
|
|
|
||||||
Boyd Gaming Debt:
|
|
|
|
|
|
|
|
||||||
Bank credit facility
|
$
|
1,467,725
|
|
|
$
|
1,463,492
|
|
|
$
|
1,469,969
|
|
|
Level 2
|
9.125% Senior Notes due 2018
|
500,000
|
|
|
493,918
|
|
|
543,750
|
|
|
Level 1
|
|||
9.00% Senior Notes due 2020
|
350,000
|
|
|
350,000
|
|
|
383,250
|
|
|
Level 1
|
|||
HoldCo Note
|
143,030
|
|
|
125,659
|
|
|
125,659
|
|
|
Level 3
|
|||
|
2,460,755
|
|
|
2,433,069
|
|
|
2,522,628
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Peninsula Segment Debt:
|
|
|
|
|
|
|
|
||||||
Bank credit facility
|
802,150
|
|
|
802,150
|
|
|
814,941
|
|
|
Level 2
|
|||
8.375% Senior Notes due 2018
|
350,000
|
|
|
350,000
|
|
|
381,500
|
|
|
Level 2
|
|||
Other
|
12
|
|
|
12
|
|
|
12
|
|
|
Level 3
|
|||
|
1,152,162
|
|
|
1,152,162
|
|
|
1,196,453
|
|
|
|
|||
Total Boyd Debt
|
3,612,917
|
|
|
3,585,231
|
|
|
3,719,081
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Borgata Debt:
|
|
|
|
|
|
|
|
||||||
Bank credit facility
|
39,900
|
|
|
39,900
|
|
|
39,900
|
|
|
Level 2
|
|||
Incremental term loan
|
380,000
|
|
|
376,234
|
|
|
381,900
|
|
|
Level 2
|
|||
9.875% senior secured notes due 2018
|
393,500
|
|
|
385,126
|
|
|
425,472
|
|
|
Level 1
|
|||
Total Borgata Debt
|
813,400
|
|
|
801,260
|
|
|
847,272
|
|
|
|
|||
Total debt
|
$
|
4,426,317
|
|
|
$
|
4,386,491
|
|
|
$
|
4,566,353
|
|
|
|
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
|
Peninsula
|
|
Diamond Jo Dubuque
|
Dubuque, Iowa
|
Diamond Jo Worth
|
Northwood, Iowa
|
Evangeline Downs Racetrack and Casino
|
Opelousas, Louisiana
|
Amelia Belle Casino
|
Amelia, Louisiana
|
Kansas Star Casino
|
Mulvane, Kansas
|
Borgata
|
|
Borgata Hotel Casino & Spa
|
Atlantic City, New Jersey
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net Revenues
|
|
|
|
|
|
|
|
||||||||
Las Vegas Locals
|
$
|
141,207
|
|
|
$
|
140,291
|
|
|
$
|
440,920
|
|
|
$
|
442,808
|
|
Downtown Las Vegas
|
53,379
|
|
|
52,674
|
|
|
164,664
|
|
|
162,884
|
|
||||
Midwest and South
|
210,732
|
|
|
214,831
|
|
|
631,472
|
|
|
668,221
|
|
||||
Peninsula
|
123,579
|
|
|
130,722
|
|
|
373,606
|
|
|
400,416
|
|
||||
Borgata
|
209,946
|
|
|
200,051
|
|
|
559,064
|
|
|
538,572
|
|
||||
Total Reportable Segment Net Revenues
|
$
|
738,843
|
|
|
$
|
738,569
|
|
|
$
|
2,169,726
|
|
|
$
|
2,212,901
|
|
|
|
|
|
|
|
|
|
||||||||
Reportable Segment Adjusted EBITDA
|
|
|
|
|
|
|
|
||||||||
Las Vegas Locals
|
$
|
28,052
|
|
|
$
|
26,350
|
|
|
$
|
104,640
|
|
|
$
|
104,278
|
|
Downtown Las Vegas
|
6,315
|
|
|
5,534
|
|
|
24,193
|
|
|
21,942
|
|
||||
Midwest and South
|
43,593
|
|
|
41,936
|
|
|
129,890
|
|
|
140,243
|
|
||||
Peninsula
|
42,875
|
|
|
45,274
|
|
|
132,918
|
|
|
144,309
|
|
||||
Borgata
|
56,873
|
|
|
46,592
|
|
|
119,917
|
|
|
102,844
|
|
||||
Total Reportable Segment Adjusted EBITDA
|
177,708
|
|
|
165,686
|
|
|
511,558
|
|
|
513,616
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other operating costs and expenses
|
|
|
|
|
|
|
|
||||||||
Corporate expense
|
13,848
|
|
|
10,409
|
|
|
42,643
|
|
|
34,675
|
|
||||
Deferred rent
|
903
|
|
|
956
|
|
|
2,714
|
|
|
2,872
|
|
||||
Depreciation and amortization
|
66,168
|
|
|
69,002
|
|
|
198,245
|
|
|
209,358
|
|
||||
Preopening expense
|
1,262
|
|
|
1,675
|
|
|
3,836
|
|
|
4,829
|
|
||||
Share-based compensation expense
|
1,526
|
|
|
2,048
|
|
|
11,431
|
|
|
9,033
|
|
||||
Impairments of assets
|
18,279
|
|
|
1,250
|
|
|
20,205
|
|
|
6,282
|
|
||||
Asset transaction costs
|
3,064
|
|
|
(1,362
|
)
|
|
5,078
|
|
|
2,265
|
|
||||
Other operating charges and credits, net
|
(1,116
|
)
|
|
3,386
|
|
|
(1,863
|
)
|
|
5,181
|
|
||||
Total other operating costs and expenses
|
103,934
|
|
|
87,364
|
|
|
282,289
|
|
|
274,495
|
|
||||
Operating income
|
$
|
73,774
|
|
|
$
|
78,322
|
|
|
$
|
229,269
|
|
|
$
|
239,121
|
|
|
September 30,
|
|
December 31,
|
||||
(In thousands)
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Las Vegas Locals
|
$
|
1,162,456
|
|
|
$
|
1,190,234
|
|
Downtown Las Vegas
|
124,980
|
|
|
125,618
|
|
||
Midwest and South
|
1,330,648
|
|
|
1,349,155
|
|
||
Peninsula
|
1,473,592
|
|
|
1,511,606
|
|
||
Borgata
|
—
|
|
|
1,334,714
|
|
||
Total Reportable Segment Assets
|
4,091,676
|
|
|
5,511,327
|
|
||
Corporate
|
417,905
|
|
|
230,267
|
|
||
Other
|
—
|
|
|
137
|
|
||
Total Assets
|
$
|
4,509,581
|
|
|
$
|
5,741,731
|
|
|
September 30, 2014
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
2
|
|
|
$
|
91,028
|
|
|
$
|
29,661
|
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
120,910
|
|
Other current assets
|
7,391
|
|
|
73,633
|
|
|
30,061
|
|
|
—
|
|
|
(1,544
|
)
|
|
109,541
|
|
||||||
Property and equipment, net
|
56,617
|
|
|
1,773,400
|
|
|
448,837
|
|
|
—
|
|
|
—
|
|
|
2,278,854
|
|
||||||
Investments in subsidiaries
|
3,340,711
|
|
|
177,048
|
|
|
—
|
|
|
—
|
|
|
(3,296,359
|
)
|
|
221,400
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,644,006
|
|
|
—
|
|
|
—
|
|
|
(1,644,006
|
)
|
|
—
|
|
||||||
Other assets, net
|
37,872
|
|
|
6,638
|
|
|
66,146
|
|
|
—
|
|
|
—
|
|
|
110,656
|
|
||||||
Intangible assets, net
|
—
|
|
|
463,910
|
|
|
519,000
|
|
|
—
|
|
|
—
|
|
|
982,910
|
|
||||||
Goodwill, net
|
—
|
|
|
212,794
|
|
|
472,516
|
|
|
—
|
|
|
—
|
|
|
685,310
|
|
||||||
Total assets
|
$
|
3,442,593
|
|
|
$
|
4,442,457
|
|
|
$
|
1,566,221
|
|
|
$
|
219
|
|
|
$
|
(4,941,909
|
)
|
|
$
|
4,509,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders'
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term debt
|
$
|
21,500
|
|
|
$
|
—
|
|
|
$
|
6,193
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,693
|
|
Other current liabilities
|
52,748
|
|
|
190,007
|
|
|
80,349
|
|
|
—
|
|
|
(510
|
)
|
|
322,594
|
|
||||||
Accumulated losses of subsidiaries in excess of investment
|
—
|
|
|
—
|
|
|
228
|
|
|
—
|
|
|
(228
|
)
|
|
—
|
|
||||||
Intercompany payable
|
672,643
|
|
|
—
|
|
|
971,726
|
|
|
363
|
|
|
(1,644,732
|
)
|
|
—
|
|
||||||
Long-term debt, net of current
maturities
|
2,193,920
|
|
|
—
|
|
|
1,238,805
|
|
|
—
|
|
|
—
|
|
|
3,432,725
|
|
||||||
Other long-term liabilities
|
39,225
|
|
|
180,754
|
|
|
43,983
|
|
|
—
|
|
|
—
|
|
|
263,962
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock
|
1,084
|
|
|
31,124
|
|
|
(27
|
)
|
|
—
|
|
|
(31,097
|
)
|
|
1,084
|
|
||||||
Additional paid-in capital
|
914,391
|
|
|
2,717,796
|
|
|
248,203
|
|
|
4,250
|
|
|
(2,970,249
|
)
|
|
914,391
|
|
||||||
Retained earnings (deficit)
|
(452,692
|
)
|
|
1,323,001
|
|
|
(1,023,014
|
)
|
|
(4,394
|
)
|
|
(295,593
|
)
|
|
(452,692
|
)
|
||||||
Accumulated other
comprehensive loss, net
|
(226
|
)
|
|
(225
|
)
|
|
(225
|
)
|
|
—
|
|
|
450
|
|
|
(226
|
)
|
||||||
Total Boyd Gaming Corporation
stockholders' equity (deficit)
|
462,557
|
|
|
4,071,696
|
|
|
(775,063
|
)
|
|
(144
|
)
|
|
(3,296,489
|
)
|
|
462,557
|
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
50
|
|
||||||
Total stockholders' equity (deficit)
|
462,557
|
|
|
4,071,696
|
|
|
(775,063
|
)
|
|
(144
|
)
|
|
(3,296,439
|
)
|
|
462,607
|
|
||||||
Total liabilities and stockholders'
equity
|
$
|
3,442,593
|
|
|
$
|
4,442,457
|
|
|
$
|
1,566,221
|
|
|
$
|
219
|
|
|
$
|
(4,941,909
|
)
|
|
$
|
4,509,581
|
|
|
December 31, 2013
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
106,445
|
|
|
$
|
33,766
|
|
|
$
|
37,627
|
|
|
$
|
—
|
|
|
$
|
177,838
|
|
Other current assets
|
13,772
|
|
|
67,991
|
|
|
28,639
|
|
|
48,414
|
|
|
(1,974
|
)
|
|
156,842
|
|
||||||
Property and equipment, net
|
69,309
|
|
|
1,808,450
|
|
|
460,789
|
|
|
1,167,065
|
|
|
—
|
|
|
3,505,613
|
|
||||||
Investments in subsidiaries
|
3,265,579
|
|
|
129,692
|
|
|
—
|
|
|
—
|
|
|
(3,395,271
|
)
|
|
—
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,474,412
|
|
|
—
|
|
|
—
|
|
|
(1,474,412
|
)
|
|
—
|
|
||||||
Other assets, net
|
43,470
|
|
|
8,105
|
|
|
72,185
|
|
|
21,708
|
|
|
—
|
|
|
145,468
|
|
||||||
Intangible assets, net
|
—
|
|
|
465,259
|
|
|
545,401
|
|
|
60,000
|
|
|
—
|
|
|
1,070,660
|
|
||||||
Goodwill, net
|
—
|
|
|
212,794
|
|
|
472,516
|
|
|
—
|
|
|
—
|
|
|
685,310
|
|
||||||
Total assets
|
$
|
3,392,130
|
|
|
$
|
4,273,148
|
|
|
$
|
1,613,296
|
|
|
$
|
1,334,814
|
|
|
$
|
(4,871,657
|
)
|
|
$
|
5,741,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders'
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term debt
|
$
|
21,500
|
|
|
$
|
—
|
|
|
$
|
8,259
|
|
|
$
|
3,800
|
|
|
$
|
—
|
|
|
$
|
33,559
|
|
Other current liabilities
|
57,156
|
|
|
186,539
|
|
|
70,678
|
|
|
103,833
|
|
|
2,098
|
|
|
420,304
|
|
||||||
Accumulated losses of subsidiaries in excess of investment
|
—
|
|
|
—
|
|
|
2,026
|
|
|
—
|
|
|
(2,026
|
)
|
|
—
|
|
||||||
Intercompany payable
|
512,358
|
|
|
—
|
|
|
966,128
|
|
|
265
|
|
|
(1,478,751
|
)
|
|
—
|
|
||||||
Long-term debt, net of current maturities
|
2,285,910
|
|
|
—
|
|
|
1,269,562
|
|
|
797,460
|
|
|
—
|
|
|
4,352,932
|
|
||||||
Other long-term liabilities
|
45,219
|
|
|
178,764
|
|
|
33,297
|
|
|
27,219
|
|
|
—
|
|
|
284,499
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock
|
1,082
|
|
|
31,124
|
|
|
(27
|
)
|
|
—
|
|
|
(31,097
|
)
|
|
1,082
|
|
||||||
Additional paid-in capital
|
902,496
|
|
|
2,736,895
|
|
|
248,083
|
|
|
480,833
|
|
|
(3,465,811
|
)
|
|
902,496
|
|
||||||
Retained earnings (deficit)
|
(432,074
|
)
|
|
1,139,826
|
|
|
(983,193
|
)
|
|
(78,596
|
)
|
|
(78,037
|
)
|
|
(432,074
|
)
|
||||||
Accumulated other comprehensive loss, net
|
(1,517
|
)
|
|
—
|
|
|
(1,517
|
)
|
|
—
|
|
|
1,517
|
|
|
(1,517
|
)
|
||||||
Total Boyd Gaming Corporation stockholders' equity (deficit)
|
469,987
|
|
|
3,907,845
|
|
|
(736,654
|
)
|
|
402,237
|
|
|
(3,573,428
|
)
|
|
469,987
|
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180,450
|
|
|
180,450
|
|
||||||
Total stockholders' equity (deficit)
|
469,987
|
|
|
3,907,845
|
|
|
(736,654
|
)
|
|
402,237
|
|
|
(3,392,978
|
)
|
|
650,437
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
3,392,130
|
|
|
$
|
4,273,148
|
|
|
$
|
1,613,296
|
|
|
$
|
1,334,814
|
|
|
$
|
(4,871,657
|
)
|
|
$
|
5,741,731
|
|
|
Three Months Ended September 30, 2014
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net revenues
|
$
|
28,690
|
|
|
$
|
398,573
|
|
|
$
|
135,380
|
|
|
$
|
209,946
|
|
|
$
|
(33,746
|
)
|
|
$
|
738,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
450
|
|
|
220,640
|
|
|
76,790
|
|
|
105,982
|
|
|
—
|
|
|
403,862
|
|
||||||
Selling, general and
administrative
|
11,665
|
|
|
55,703
|
|
|
14,164
|
|
|
31,973
|
|
|
(69
|
)
|
|
113,436
|
|
||||||
Maintenance and utilities
|
—
|
|
|
25,967
|
|
|
3,967
|
|
|
15,116
|
|
|
—
|
|
|
45,050
|
|
||||||
Depreciation and amortization
|
1,246
|
|
|
31,475
|
|
|
19,309
|
|
|
14,138
|
|
|
—
|
|
|
66,168
|
|
||||||
Corporate expense
|
14,060
|
|
|
57
|
|
|
947
|
|
|
—
|
|
|
—
|
|
|
15,064
|
|
||||||
Preopening expenses
|
2
|
|
|
—
|
|
|
1,245
|
|
|
15
|
|
|
—
|
|
|
1,262
|
|
||||||
Impairments of assets
|
—
|
|
|
12,098
|
|
|
6,181
|
|
|
—
|
|
|
—
|
|
|
18,279
|
|
||||||
Asset transactions costs
|
(1
|
)
|
|
1,852
|
|
|
838
|
|
|
375
|
|
|
—
|
|
|
3,064
|
|
||||||
Other operating items, net
|
592
|
|
|
—
|
|
|
1
|
|
|
(1,709
|
)
|
|
—
|
|
|
(1,116
|
)
|
||||||
Intercompany expenses
|
301
|
|
|
28,398
|
|
|
4,978
|
|
|
—
|
|
|
(33,677
|
)
|
|
—
|
|
||||||
Total costs and expenses
|
28,315
|
|
|
376,190
|
|
|
128,420
|
|
|
165,890
|
|
|
(33,746
|
)
|
|
665,069
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of subsidiaries
|
18,973
|
|
|
12
|
|
|
(15
|
)
|
|
—
|
|
|
(18,970
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
19,348
|
|
|
22,395
|
|
|
6,945
|
|
|
44,056
|
|
|
(18,970
|
)
|
|
73,774
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
33,230
|
|
|
1,254
|
|
|
22,661
|
|
|
17,809
|
|
|
—
|
|
|
74,954
|
|
||||||
Loss on early extinguishments of debt
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
116
|
|
||||||
Total other expense, net
|
33,230
|
|
|
1,254
|
|
|
22,848
|
|
|
17,809
|
|
|
—
|
|
|
75,141
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes
|
(13,882
|
)
|
|
21,141
|
|
|
(15,903
|
)
|
|
26,247
|
|
|
(18,970
|
)
|
|
(1,367
|
)
|
||||||
Income taxes benefit (expense)
|
(1,223
|
)
|
|
5,829
|
|
|
(3,858
|
)
|
|
(2,709
|
)
|
|
—
|
|
|
(1,961
|
)
|
||||||
Net income (loss)
|
(15,105
|
)
|
|
26,970
|
|
|
(19,761
|
)
|
|
23,538
|
|
|
(18,970
|
)
|
|
(3,328
|
)
|
||||||
Net loss attributable to
noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,777
|
)
|
|
(11,777
|
)
|
||||||
Net income (loss) attributable to
controlling interest
|
$
|
(15,105
|
)
|
|
$
|
26,970
|
|
|
$
|
(19,761
|
)
|
|
$
|
23,538
|
|
|
$
|
(30,747
|
)
|
|
$
|
(15,105
|
)
|
Comprehensive income (loss)
|
$
|
(14,424
|
)
|
|
$
|
27,651
|
|
|
$
|
(19,080
|
)
|
|
$
|
23,538
|
|
|
$
|
(20,332
|
)
|
|
$
|
(2,647
|
)
|
|
Three Months Ended September 30, 2013
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net revenues
|
$
|
32,018
|
|
|
$
|
400,874
|
|
|
$
|
143,022
|
|
|
$
|
200,051
|
|
|
$
|
(37,396
|
)
|
|
$
|
738,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
462
|
|
|
223,748
|
|
|
80,857
|
|
|
100,573
|
|
|
—
|
|
|
405,640
|
|
||||||
Selling, general and
administrative
|
11,698
|
|
|
58,809
|
|
|
15,510
|
|
|
36,830
|
|
|
(10
|
)
|
|
122,837
|
|
||||||
Maintenance and utilities
|
—
|
|
|
25,639
|
|
|
4,040
|
|
|
16,056
|
|
|
—
|
|
|
45,735
|
|
||||||
Depreciation and amortization
|
1,610
|
|
|
30,281
|
|
|
22,774
|
|
|
14,337
|
|
|
—
|
|
|
69,002
|
|
||||||
Corporate expense
|
11,423
|
|
|
(7
|
)
|
|
668
|
|
|
—
|
|
|
—
|
|
|
12,084
|
|
||||||
Preopening expense
|
(537
|
)
|
|
—
|
|
|
1,883
|
|
|
329
|
|
|
—
|
|
|
1,675
|
|
||||||
Impairments of assets
|
—
|
|
|
—
|
|
|
1,250
|
|
|
—
|
|
|
—
|
|
|
1,250
|
|
||||||
Asset transactions costs
|
(1,692
|
)
|
|
232
|
|
|
299
|
|
|
(201
|
)
|
|
—
|
|
|
(1,362
|
)
|
||||||
Other operating items, net
|
134
|
|
|
43
|
|
|
63
|
|
|
3,146
|
|
|
—
|
|
|
3,386
|
|
||||||
Intercompany expenses
|
301
|
|
|
31,768
|
|
|
5,317
|
|
|
—
|
|
|
(37,386
|
)
|
|
—
|
|
||||||
Total costs and expenses
|
23,399
|
|
|
370,513
|
|
|
132,661
|
|
|
171,070
|
|
|
(37,396
|
)
|
|
660,247
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of subsidiaries
|
16,822
|
|
|
(13,041
|
)
|
|
—
|
|
|
—
|
|
|
(3,781
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
25,441
|
|
|
17,320
|
|
|
10,361
|
|
|
28,981
|
|
|
(3,781
|
)
|
|
78,322
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
36,936
|
|
|
2,270
|
|
|
23,104
|
|
|
20,282
|
|
|
—
|
|
|
82,592
|
|
||||||
Loss on early extinguishments of debt
|
24,605
|
|
|
—
|
|
|
—
|
|
|
2,536
|
|
|
—
|
|
|
27,141
|
|
||||||
Other, net
|
136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
||||||
Total other expense, net
|
61,677
|
|
|
2,270
|
|
|
23,104
|
|
|
22,818
|
|
|
—
|
|
|
109,869
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing
operations before income taxes
|
(36,236
|
)
|
|
15,050
|
|
|
(12,743
|
)
|
|
6,163
|
|
|
(3,781
|
)
|
|
(31,547
|
)
|
||||||
Income taxes benefit (expense)
|
(1,031
|
)
|
|
1,973
|
|
|
(3,259
|
)
|
|
(731
|
)
|
|
—
|
|
|
(3,048
|
)
|
||||||
Income (loss) from continuing
operations, net of tax
|
(37,267
|
)
|
|
17,023
|
|
|
(16,002
|
)
|
|
5,432
|
|
|
(3,781
|
)
|
|
(34,595
|
)
|
||||||
Income (loss) from discontinued
operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income (loss)
|
(37,267
|
)
|
|
17,023
|
|
|
(16,002
|
)
|
|
5,432
|
|
|
(3,781
|
)
|
|
(34,595
|
)
|
||||||
Net income attributable to
noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,672
|
)
|
|
(2,672
|
)
|
||||||
Net income (loss) attributable to
controlling interest
|
$
|
(37,267
|
)
|
|
$
|
17,023
|
|
|
$
|
(16,002
|
)
|
|
$
|
5,432
|
|
|
$
|
(6,453
|
)
|
|
$
|
(37,267
|
)
|
Comprehensive income (loss)
|
$
|
(37,216
|
)
|
|
$
|
17,074
|
|
|
$
|
(15,951
|
)
|
|
$
|
5,432
|
|
|
$
|
(3,882
|
)
|
|
$
|
(34,543
|
)
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net revenues
|
$
|
87,719
|
|
|
$
|
1,215,918
|
|
|
$
|
410,235
|
|
|
$
|
559,064
|
|
|
$
|
(103,210
|
)
|
|
$
|
2,169,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
1,350
|
|
|
660,321
|
|
|
229,844
|
|
|
290,005
|
|
|
—
|
|
|
1,181,520
|
|
||||||
Selling, general and
administrative |
35,010
|
|
|
169,837
|
|
|
42,859
|
|
|
101,930
|
|
|
(142
|
)
|
|
349,494
|
|
||||||
Maintenance and utilities
|
—
|
|
|
72,855
|
|
|
11,271
|
|
|
47,211
|
|
|
—
|
|
|
131,337
|
|
||||||
Depreciation and amortization
|
4,399
|
|
|
94,351
|
|
|
57,366
|
|
|
42,129
|
|
|
—
|
|
|
198,245
|
|
||||||
Corporate expense
|
49,884
|
|
|
167
|
|
|
2,554
|
|
|
—
|
|
|
—
|
|
|
52,605
|
|
||||||
Preopening expense
|
44
|
|
|
6
|
|
|
3,389
|
|
|
397
|
|
|
—
|
|
|
3,836
|
|
||||||
Impairments of assets
|
320
|
|
|
13,116
|
|
|
6,769
|
|
|
—
|
|
|
—
|
|
|
20,205
|
|
||||||
Asset transactions costs
|
57
|
|
|
3,341
|
|
|
1,306
|
|
|
374
|
|
|
—
|
|
|
5,078
|
|
||||||
Other operating items, net
|
164
|
|
|
—
|
|
|
84
|
|
|
(2,111
|
)
|
|
—
|
|
|
(1,863
|
)
|
||||||
Intercompany expenses
|
903
|
|
|
86,946
|
|
|
15,219
|
|
|
—
|
|
|
(103,068
|
)
|
|
—
|
|
||||||
Total costs and expenses
|
92,131
|
|
|
1,100,940
|
|
|
370,661
|
|
|
479,935
|
|
|
(103,210
|
)
|
|
1,940,457
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of subsidiaries
|
84,689
|
|
|
(9,127
|
)
|
|
(128
|
)
|
|
—
|
|
|
(75,434
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
80,277
|
|
|
105,851
|
|
|
39,446
|
|
|
79,129
|
|
|
(75,434
|
)
|
|
229,269
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
99,045
|
|
|
4,542
|
|
|
67,893
|
|
|
53,327
|
|
|
—
|
|
|
224,807
|
|
||||||
Loss on early extinguishments of debt
|
—
|
|
|
—
|
|
|
1,129
|
|
|
—
|
|
|
—
|
|
|
1,129
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
498
|
|
|
—
|
|
|
—
|
|
|
498
|
|
||||||
Total other expense, net
|
99,045
|
|
|
4,542
|
|
|
69,520
|
|
|
53,327
|
|
|
—
|
|
|
226,434
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes
|
(18,768
|
)
|
|
101,309
|
|
|
(30,074
|
)
|
|
25,802
|
|
|
(75,434
|
)
|
|
2,835
|
|
||||||
Income taxes benefit (expense)
|
(1,850
|
)
|
|
4,377
|
|
|
(11,452
|
)
|
|
(3,125
|
)
|
|
—
|
|
|
(12,050
|
)
|
||||||
Net income (loss)
|
(20,618
|
)
|
|
105,686
|
|
|
(41,526
|
)
|
|
22,677
|
|
|
(75,434
|
)
|
|
(9,215
|
)
|
||||||
Net loss attributable to
noncontrolling interest |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,403
|
)
|
|
(11,403
|
)
|
||||||
Net income (loss) attributable to
controlling interest |
$
|
(20,618
|
)
|
|
$
|
105,686
|
|
|
$
|
(41,526
|
)
|
|
$
|
22,677
|
|
|
$
|
(86,837
|
)
|
|
$
|
(20,618
|
)
|
Comprehensive income (loss)
|
$
|
(19,327
|
)
|
|
$
|
106,977
|
|
|
$
|
(40,235
|
)
|
|
$
|
22,677
|
|
|
$
|
(78,016
|
)
|
|
$
|
(7,924
|
)
|
|
Nine Months Ended September 30, 2013
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net revenues
|
$
|
106,132
|
|
|
$
|
1,253,582
|
|
|
$
|
437,395
|
|
|
$
|
540,505
|
|
|
$
|
(124,713
|
)
|
|
$
|
2,212,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
1,386
|
|
|
680,970
|
|
|
241,394
|
|
|
279,676
|
|
|
—
|
|
|
1,203,426
|
|
||||||
Selling, general and administrative
|
35,183
|
|
|
179,365
|
|
|
48,131
|
|
|
111,227
|
|
|
(41
|
)
|
|
373,865
|
|
||||||
Maintenance and utilities
|
—
|
|
|
70,087
|
|
|
11,073
|
|
|
44,826
|
|
|
—
|
|
|
125,986
|
|
||||||
Depreciation and amortization
|
5,008
|
|
|
90,992
|
|
|
67,910
|
|
|
45,448
|
|
|
—
|
|
|
209,358
|
|
||||||
Corporate expense
|
39,463
|
|
|
87
|
|
|
3,038
|
|
|
—
|
|
|
—
|
|
|
42,588
|
|
||||||
Preopening expense
|
563
|
|
|
—
|
|
|
5,812
|
|
|
387
|
|
|
(1,933
|
)
|
|
4,829
|
|
||||||
Impairments of assets
|
—
|
|
|
12,734
|
|
|
1,250
|
|
|
5,032
|
|
|
(12,734
|
)
|
|
6,282
|
|
||||||
Asset transactions costs
|
1,043
|
|
|
300
|
|
|
717
|
|
|
205
|
|
|
—
|
|
|
2,265
|
|
||||||
Other operating items, net
|
412
|
|
|
1,396
|
|
|
227
|
|
|
3,146
|
|
|
—
|
|
|
5,181
|
|
||||||
Intercompany expenses
|
912
|
|
|
105,158
|
|
|
16,669
|
|
|
—
|
|
|
(122,739
|
)
|
|
—
|
|
||||||
Total costs and expenses
|
83,970
|
|
|
1,141,089
|
|
|
396,221
|
|
|
489,947
|
|
|
(137,447
|
)
|
|
1,973,780
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of subsidiaries
|
89,932
|
|
|
(10,480
|
)
|
|
—
|
|
|
—
|
|
|
(79,452
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
112,094
|
|
|
102,013
|
|
|
41,174
|
|
|
50,558
|
|
|
(66,718
|
)
|
|
239,121
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
121,004
|
|
|
7,630
|
|
|
72,264
|
|
|
64,276
|
|
|
—
|
|
|
265,174
|
|
||||||
Loss on early extinguishments of debt
|
25,001
|
|
|
—
|
|
|
1,976
|
|
|
2,536
|
|
|
—
|
|
|
29,513
|
|
||||||
Other income
|
136
|
|
|
—
|
|
|
(471
|
)
|
|
—
|
|
|
—
|
|
|
(335
|
)
|
||||||
Total other expense, net
|
146,141
|
|
|
7,630
|
|
|
73,769
|
|
|
66,812
|
|
|
—
|
|
|
294,352
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing
operations before income taxes
|
(34,047
|
)
|
|
94,383
|
|
|
(32,595
|
)
|
|
(16,254
|
)
|
|
(66,718
|
)
|
|
(55,231
|
)
|
||||||
Income taxes benefit (expense)
|
1,123
|
|
|
5,939
|
|
|
(4,286
|
)
|
|
702
|
|
|
—
|
|
|
3,478
|
|
||||||
Income (loss) from continuing
operations, net of tax
|
(32,924
|
)
|
|
100,322
|
|
|
(36,881
|
)
|
|
(15,552
|
)
|
|
(66,718
|
)
|
|
(51,753
|
)
|
||||||
Income (loss) from discontinued
operations, net of tax
|
—
|
|
|
—
|
|
|
23,524
|
|
|
—
|
|
|
(12,734
|
)
|
|
10,790
|
|
||||||
Net income (loss)
|
(32,924
|
)
|
|
100,322
|
|
|
(13,357
|
)
|
|
(15,552
|
)
|
|
(79,452
|
)
|
|
(40,963
|
)
|
||||||
Net loss attributable to
noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,039
|
|
|
8,039
|
|
||||||
Net income (loss) attributable to
controlling interest
|
$
|
(32,924
|
)
|
|
$
|
100,322
|
|
|
$
|
(13,357
|
)
|
|
$
|
(15,552
|
)
|
|
$
|
(71,413
|
)
|
|
$
|
(32,924
|
)
|
Comprehensive income (loss)
|
$
|
(32,757
|
)
|
|
$
|
100,489
|
|
|
$
|
(13,190
|
)
|
|
$
|
(15,552
|
)
|
|
$
|
(79,786
|
)
|
|
$
|
(40,796
|
)
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash from operating activities
|
$
|
(43,397
|
)
|
|
$
|
188,817
|
|
|
$
|
54,828
|
|
|
$
|
35,866
|
|
|
$
|
(3,613
|
)
|
|
$
|
232,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(24,090
|
)
|
|
(36,269
|
)
|
|
(22,635
|
)
|
|
(11,623
|
)
|
|
—
|
|
|
(94,617
|
)
|
||||||
Deconsolidation of Borgata
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,891
|
)
|
|
—
|
|
|
(26,891
|
)
|
||||||
Net activity with affiliates
|
—
|
|
|
(169,594
|
)
|
|
5,598
|
|
|
98
|
|
|
163,898
|
|
|
—
|
|
||||||
Other investing activities
|
—
|
|
|
1,629
|
|
|
(639
|
)
|
|
2,197
|
|
|
—
|
|
|
3,187
|
|
||||||
Net cash from investing activities
|
(24,090
|
)
|
|
(204,234
|
)
|
|
(17,676
|
)
|
|
(36,219
|
)
|
|
163,898
|
|
|
(118,321
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings under bank credit facility
|
605,000
|
|
|
—
|
|
|
242,100
|
|
|
410,900
|
|
|
—
|
|
|
1,258,000
|
|
||||||
Payments under bank credit facility
|
(698,400
|
)
|
|
—
|
|
|
(283,350
|
)
|
|
(444,900
|
)
|
|
—
|
|
|
(1,426,650
|
)
|
||||||
Debt financing costs
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
(205
|
)
|
|
—
|
|
|
(289
|
)
|
||||||
Payments on long-term debt
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||
Payments on retirements of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,850
|
)
|
|
—
|
|
|
(2,850
|
)
|
||||||
Net activity with affiliates
|
160,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160,285
|
)
|
|
—
|
|
||||||
Stock options exercised
|
984
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
984
|
|
||||||
Restricted stock units released, net
|
(201
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
||||||
Other financing activities
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
||||||
Net cash from financing activities
|
67,489
|
|
|
—
|
|
|
(41,257
|
)
|
|
(37,055
|
)
|
|
(160,285
|
)
|
|
(171,108
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in cash and cash
equivalents
|
2
|
|
|
(15,417
|
)
|
|
(4,105
|
)
|
|
(37,408
|
)
|
|
—
|
|
|
(56,928
|
)
|
||||||
Cash and cash equivalents, beginning
of period
|
—
|
|
|
106,445
|
|
|
33,766
|
|
|
37,627
|
|
|
—
|
|
|
177,838
|
|
||||||
Cash and cash equivalents, end of
period
|
$
|
2
|
|
|
$
|
91,028
|
|
|
$
|
29,661
|
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
120,910
|
|
|
Nine Months Ended September 30, 2013
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash from operating activities
|
$
|
(204,968
|
)
|
|
$
|
348,667
|
|
|
$
|
29,757
|
|
|
$
|
60,308
|
|
|
$
|
19
|
|
|
$
|
233,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(22,927
|
)
|
|
(36,191
|
)
|
|
(25,102
|
)
|
|
(16,398
|
)
|
|
—
|
|
|
(100,618
|
)
|
||||||
Proceeds from sale of Echelon, net
|
343,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
343,750
|
|
||||||
Proceeds from sale of other assets, net
|
4,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,875
|
|
||||||
Cash paid for exercise of LVE option
|
(187,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(187,000
|
)
|
||||||
Investments in and advances to unconsolidated subsidiaries, net
|
(4,233
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,233
|
|
|
—
|
|
||||||
Net activity with affiliates
|
—
|
|
|
(331,703
|
)
|
|
(17,067
|
)
|
|
(121
|
)
|
|
348,891
|
|
|
—
|
|
||||||
Distributions from subsidiary
|
9,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,500
|
)
|
|
—
|
|
||||||
Other investing activities
|
—
|
|
|
—
|
|
|
222
|
|
|
(24
|
)
|
|
|
|
|
198
|
|
||||||
Net cash from investing activities
|
143,965
|
|
|
(367,894
|
)
|
|
(41,947
|
)
|
|
(16,543
|
)
|
|
343,624
|
|
|
61,205
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings under bank credit facility
|
2,711,375
|
|
|
—
|
|
|
268,500
|
|
|
297,100
|
|
|
—
|
|
|
3,276,975
|
|
||||||
Payments under bank credit facility
|
(2,738,325
|
)
|
|
—
|
|
|
(296,688
|
)
|
|
(300,800
|
)
|
|
—
|
|
|
(3,335,813
|
)
|
||||||
Debt financing costs
|
(23,562
|
)
|
|
—
|
|
|
(10,288
|
)
|
|
(2,546
|
)
|
|
—
|
|
|
(36,396
|
)
|
||||||
Payments on long-term debt
|
(10,341
|
)
|
|
—
|
|
|
(477
|
)
|
|
—
|
|
|
—
|
|
|
(10,818
|
)
|
||||||
Payments on retirements of long-term debt
|
(459,278
|
)
|
|
—
|
|
|
—
|
|
|
(40,994
|
)
|
|
—
|
|
|
(500,272
|
)
|
||||||
Advances from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
4,233
|
|
|
(4,233
|
)
|
|
—
|
|
||||||
Net activity with affiliates
|
348,910
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(348,910
|
)
|
|
—
|
|
||||||
Distributions to parent
|
—
|
|
|
—
|
|
|
(9,500
|
)
|
|
—
|
|
|
9,500
|
|
|
—
|
|
||||||
Stock options exercised
|
13,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,591
|
|
||||||
Restricted stock units released, net
|
(354
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(354
|
)
|
||||||
Proceeds from sale of common stock
|
216,467
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216,467
|
|
||||||
Net cash from financing activities
|
58,483
|
|
|
—
|
|
|
(48,453
|
)
|
|
(43,007
|
)
|
|
(343,643
|
)
|
|
(376,620
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from discontinued
operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from operating activities
|
—
|
|
|
—
|
|
|
(2,144
|
)
|
|
—
|
|
|
—
|
|
|
(2,144
|
)
|
||||||
Cash flows from investing activities
|
—
|
|
|
—
|
|
|
56,751
|
|
|
—
|
|
|
—
|
|
|
56,751
|
|
||||||
Cash flows from financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash from discontinued
operations
|
—
|
|
|
—
|
|
|
54,607
|
|
|
—
|
|
|
—
|
|
|
54,607
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in cash and cash
equivalents
|
(2,520
|
)
|
|
(19,227
|
)
|
|
(6,036
|
)
|
|
758
|
|
|
—
|
|
|
(27,025
|
)
|
||||||
Cash and cash equivalents, beginning
of period
|
2,520
|
|
|
118,714
|
|
|
36,619
|
|
|
34,692
|
|
|
—
|
|
|
192,545
|
|
||||||
Change in cash classified as discontinued operations
|
—
|
|
|
—
|
|
|
283
|
|
|
—
|
|
|
—
|
|
|
283
|
|
||||||
Cash and cash equivalents, end of
period
|
$
|
—
|
|
|
$
|
99,487
|
|
|
$
|
30,866
|
|
|
$
|
35,450
|
|
|
$
|
—
|
|
|
$
|
165,803
|
|
(In thousands)
|
As Previously Reported
|
|
Adjustment
|
|
As Reclassified and Restated
|
||||||
Year Ended December 31, 2013
|
|
|
|
|
|
||||||
Total Assets
|
|
|
|
|
|
||||||
Parent
|
$
|
3,392,130
|
|
|
$
|
—
|
|
|
$
|
3,392,130
|
|
Guarantor Subsidiaries
|
3,468,242
|
|
|
804,906
|
|
|
4,273,148
|
|
|||
Non-Guarantor Subsidiaries (100% Owned)
|
1,592,946
|
|
|
20,350
|
|
|
1,613,296
|
|
|||
Non-Guarantor Subsidiaries (Not 100% Owned)
|
1,334,814
|
|
|
—
|
|
|
1,334,814
|
|
|||
Eliminations
|
(4,046,401
|
)
|
|
(825,256
|
)
|
|
(4,871,657
|
)
|
|||
Consolidated
|
$
|
5,741,731
|
|
|
$
|
—
|
|
|
$
|
5,741,731
|
|
|
|
|
|
|
|
||||||
(In thousands)
|
As Previously Reported
|
|
Adjustment
|
|
As Reclassified and Restated
|
||||||
Three Months Ended September 30, 2013
|
|
|
|
|
|
||||||
Net income (loss)
|
|
|
|
|
|
||||||
Parent
|
$
|
(37,267
|
)
|
|
$
|
—
|
|
|
$
|
(37,267
|
)
|
Guarantor Subsidiaries
|
21,047
|
|
|
(4,024
|
)
|
|
17,023
|
|
|||
Non-Guarantor Subsidiaries (100% Owned)
|
(17,086
|
)
|
|
1,084
|
|
|
(16,002
|
)
|
|||
Non-Guarantor Subsidiaries (Not 100% Owned)
|
5,432
|
|
|
—
|
|
|
5,432
|
|
|||
Eliminations
|
(6,721
|
)
|
|
2,940
|
|
|
(3,781
|
)
|
|||
Consolidated
|
$
|
(34,595
|
)
|
|
$
|
—
|
|
|
$
|
(34,595
|
)
|
|
|
|
|
|
|
||||||
(In thousands)
|
As Previously Reported
|
|
Adjustment
|
|
As Reclassified and Restated
|
||||||
Nine Months Ended September 30, 2013
|
|
|
|
|
|
||||||
Net income (loss)
|
|
|
|
|
|
||||||
Parent
|
$
|
(32,924
|
)
|
|
$
|
—
|
|
|
$
|
(32,924
|
)
|
Guarantor Subsidiaries
|
109,280
|
|
|
(8,958
|
)
|
|
100,322
|
|
|||
Non-Guarantor Subsidiaries (100% Owned)
|
(4,266
|
)
|
|
(9,091
|
)
|
|
(13,357
|
)
|
|||
Non-Guarantor Subsidiaries (Not 100% Owned)
|
(15,552
|
)
|
|
—
|
|
|
(15,552
|
)
|
|||
Eliminations
|
(97,501
|
)
|
|
18,049
|
|
|
(79,452
|
)
|
|||
Consolidated
|
$
|
(40,963
|
)
|
|
$
|
—
|
|
|
$
|
(40,963
|
)
|
|
|
|
|
|
|
||||||
(In thousands)
|
As Previously Reported
|
|
Adjustment
|
|
As Reclassified and Restated
|
||||||
Nine Months Ended September 30, 2013
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Parent
|
$
|
143,937
|
|
|
$
|
(348,905
|
)
|
|
$
|
(204,968
|
)
|
Guarantor Subsidiaries
|
16,964
|
|
|
331,703
|
|
|
348,667
|
|
|||
Non-Guarantor Subsidiaries (100% Owned)
|
12,695
|
|
|
17,062
|
|
|
29,757
|
|
|||
Non-Guarantor Subsidiaries (Not 100% Owned)
|
64,420
|
|
|
(4,112
|
)
|
|
60,308
|
|
|||
Eliminations
|
(4,233
|
)
|
|
4,252
|
|
|
19
|
|
|||
Consolidated
|
$
|
233,783
|
|
|
$
|
—
|
|
|
$
|
233,783
|
|
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
|
Peninsula
|
|
Diamond Jo Dubuque
|
Dubuque, Iowa
|
Diamond Jo Worth
|
Northwood, Iowa
|
Evangeline Downs Racetrack and Casino
|
Opelousas, Louisiana
|
Amelia Belle Casino
|
Amelia, Louisiana
|
Kansas Star Casino
|
Mulvane, Kansas
|
Borgata
|
|
Borgata Hotel Casino & Spa
|
Atlantic City, New Jersey
|
•
|
Gaming revenue measures
:
|
•
|
Slot handle, which means the dollar amount wagered in slot machines, and table game drop, which means the total amount of cash deposited in table games drop boxes, plus the sum of markers issued at all table games. Slot handle and table game drop are measures of volume and/or market share.
|
•
|
Slot win and table game hold, which mean the difference between customer wagers and customer winnings on slot machines and table games, respectively. Slot win and table game hold percentages represent the relationship between slot handle and table game drop to gaming wins and losses.
|
•
|
Food and beverage revenue measures
: average guest check, which means the average amount spent per customer visit and is a measure of volume and product offerings; number of guests served ("food covers") is an indicator of volume; and the cost per guest served is a measure of operating margin.
|
•
|
Room revenue measures
: hotel occupancy rate, which measures the utilization of our available rooms; and average daily rate ("ADR") is a price measure.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30
|
|
September 30
|
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net revenues
|
$
|
738.8
|
|
|
$
|
738.6
|
|
|
$
|
2,169.7
|
|
|
$
|
2,212.9
|
|
Operating income
|
73.8
|
|
|
78.3
|
|
|
229.3
|
|
|
239.1
|
|
||||
Net income (loss) attributable to Boyd Gaming Corporation
|
(15.1
|
)
|
|
(37.3
|
)
|
|
(20.6
|
)
|
|
(32.9
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Gaming
|
$
|
631.7
|
|
|
$
|
633.2
|
|
|
$
|
1,859.3
|
|
|
$
|
1,893.7
|
|
Food and beverage
|
115.1
|
|
|
114.4
|
|
|
332.1
|
|
|
339.0
|
|
||||
Room
|
75.3
|
|
|
72.3
|
|
|
210.1
|
|
|
203.3
|
|
||||
Other
|
44.4
|
|
|
43.9
|
|
|
124.5
|
|
|
125.0
|
|
||||
Gross revenues
|
866.5
|
|
|
863.8
|
|
|
2,526.0
|
|
|
2,561.0
|
|
||||
Less promotional allowances
|
127.7
|
|
|
125.2
|
|
|
356.3
|
|
|
348.1
|
|
||||
Net revenues
|
$
|
738.8
|
|
|
$
|
738.6
|
|
|
$
|
2,169.7
|
|
|
$
|
2,212.9
|
|
|
|
|
|
|
|
|
|
||||||||
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Gaming
|
$
|
294.1
|
|
|
$
|
302.4
|
|
|
$
|
867.5
|
|
|
$
|
887.4
|
|
Food and beverage
|
61.5
|
|
|
57.7
|
|
|
180.0
|
|
|
182.0
|
|
||||
Room
|
14.7
|
|
|
12.6
|
|
|
42.3
|
|
|
41.6
|
|
||||
Other
|
33.6
|
|
|
33.1
|
|
|
91.7
|
|
|
92.4
|
|
||||
Total costs and expenses
|
$
|
403.9
|
|
|
$
|
405.8
|
|
|
$
|
1,181.5
|
|
|
$
|
1,203.4
|
|
|
|
|
|
|
|
|
|
||||||||
MARGINS
|
|
|
|
|
|
|
|
||||||||
Gaming
|
53.4%
|
|
52.2%
|
|
53.3%
|
|
53.1%
|
||||||||
Food and beverage
|
46.5%
|
|
49.6%
|
|
45.8%
|
|
46.3%
|
||||||||
Room
|
80.5%
|
|
82.6%
|
|
80.0%
|
|
79.5%
|
||||||||
Other
|
24.5%
|
|
24.5%
|
|
26.4%
|
|
26.1%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30
|
|
September 30
|
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net revenues
|
|
|
|
|
|
|
|
||||||||
Las Vegas Locals
|
$
|
141.2
|
|
|
$
|
140.3
|
|
|
$
|
440.9
|
|
|
$
|
442.8
|
|
Downtown Las Vegas
|
53.4
|
|
|
52.7
|
|
|
164.7
|
|
|
162.9
|
|
||||
Midwest and South
|
210.6
|
|
|
214.8
|
|
|
631.4
|
|
|
668.2
|
|
||||
Peninsula
|
123.6
|
|
|
130.7
|
|
|
373.6
|
|
|
400.4
|
|
||||
Borgata
|
210.0
|
|
|
200.1
|
|
|
559.1
|
|
|
538.6
|
|
||||
Net revenues
|
$
|
738.8
|
|
|
$
|
738.6
|
|
|
$
|
2,169.7
|
|
|
$
|
2,212.9
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
|
|
|
|
|
|
|
||||||||
Las Vegas Locals
|
$
|
28.1
|
|
|
$
|
26.4
|
|
|
$
|
104.6
|
|
|
$
|
104.3
|
|
Downtown Las Vegas
|
6.3
|
|
|
5.5
|
|
|
24.2
|
|
|
21.9
|
|
||||
Midwest and South
|
43.6
|
|
|
41.9
|
|
|
129.9
|
|
|
140.3
|
|
||||
Peninsula
|
42.9
|
|
|
45.3
|
|
|
132.9
|
|
|
144.3
|
|
||||
Wholly owned Adjusted Property EBITDA
|
120.9
|
|
|
119.1
|
|
|
391.6
|
|
|
410.8
|
|
||||
Corporate expense
|
(13.8
|
)
|
|
(10.4
|
)
|
|
(42.6
|
)
|
|
(34.7
|
)
|
||||
Wholly owned Adjusted EBITDA
|
107.1
|
|
|
108.7
|
|
|
349.0
|
|
|
376.1
|
|
||||
Borgata
|
56.9
|
|
|
46.6
|
|
|
119.9
|
|
|
102.8
|
|
||||
Adjusted EBITDA
|
$
|
164.0
|
|
|
$
|
155.3
|
|
|
$
|
468.9
|
|
|
$
|
478.9
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30
|
|
September 30
|
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Selling, general and administrative
|
$
|
113.2
|
|
|
$
|
122.8
|
|
|
$
|
349.6
|
|
|
$
|
373.9
|
|
Maintenance and utilities
|
45.1
|
|
|
45.7
|
|
|
131.3
|
|
|
126.0
|
|
||||
Depreciation and amortization
|
66.2
|
|
|
69.0
|
|
|
198.2
|
|
|
209.4
|
|
||||
Corporate expense
|
15.1
|
|
|
12.1
|
|
|
52.6
|
|
|
42.6
|
|
||||
Preopening expense
|
1.3
|
|
|
1.7
|
|
|
3.8
|
|
|
4.8
|
|
||||
Impairments of assets
|
18.3
|
|
|
1.3
|
|
|
20.2
|
|
|
6.3
|
|
||||
Asset transactions costs
|
3.1
|
|
|
(1.4
|
)
|
|
5.1
|
|
|
2.3
|
|
||||
Other operating items, net
|
(1.1
|
)
|
|
3.4
|
|
|
(1.9
|
)
|
|
5.2
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30
|
|
September 30
|
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest Expense, net
|
|
|
|
|
|
|
|
||||||||
Boyd Gaming Corporation
|
$
|
38.4
|
|
|
$
|
42.9
|
|
|
$
|
115.3
|
|
|
$
|
139.4
|
|
Peninsula
|
18.7
|
|
|
19.4
|
|
|
56.2
|
|
|
61.5
|
|
||||
Borgata
|
17.8
|
|
|
20.3
|
|
|
53.3
|
|
|
61.9
|
|
||||
Variable Interest Entity
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||
|
$
|
74.9
|
|
|
$
|
82.6
|
|
|
$
|
224.8
|
|
|
$
|
265.2
|
|
|
|
|
|
|
|
|
|
||||||||
Average Long-Term Debt Balance
|
|
|
|
|
|
|
|
||||||||
Boyd Gaming Corporation
|
$
|
2,427.1
|
|
|
$
|
2,563.1
|
|
|
$
|
2,441.6
|
|
|
$
|
2,743.3
|
|
Peninsula
|
1,113.0
|
|
|
1,179.1
|
|
|
1,126.6
|
|
|
1,186.8
|
|
||||
Borgata
|
794.2
|
|
|
786.7
|
|
|
800.3
|
|
|
798.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted Average Interest Rates
|
|
|
|
|
|
|
|
||||||||
Boyd Gaming Corporation
|
5.7
|
%
|
|
6.7
|
%
|
|
5.7
|
%
|
|
6.8
|
%
|
||||
Peninsula
|
5.5
|
%
|
|
5.5
|
%
|
|
5.5
|
%
|
|
5.9
|
%
|
||||
Borgata
|
8.3
|
%
|
|
10.3
|
%
|
|
8.3
|
%
|
|
10.3
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In millions, except per share data)
|
September 30,
|
|
September 30,
|
||||||||||||
(Unaudited)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net loss attributable to Boyd Gaming Corporation
|
$
|
(15.1
|
)
|
|
$
|
(37.3
|
)
|
|
$
|
(20.6
|
)
|
|
$
|
(32.9
|
)
|
Less: income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
||||
Adjusted net loss attributable to Boyd Gaming Corporation
|
(15.1
|
)
|
|
(37.3
|
)
|
|
(20.6
|
)
|
|
(43.7
|
)
|
||||
Pretax adjustments related to Boyd Gaming:
|
|
|
|
|
|
|
|
||||||||
Preopening expenses, excluding impact of LVE
|
1.3
|
|
|
1.3
|
|
|
3.6
|
|
|
6.3
|
|
||||
Loss on early extinguishments of debt
|
—
|
|
|
24.6
|
|
|
1.1
|
|
|
27.0
|
|
||||
Impairments of assets
|
18.3
|
|
|
1.3
|
|
|
20.2
|
|
|
1.3
|
|
||||
Asset transactions costs
|
2.7
|
|
|
(1.2
|
)
|
|
4.7
|
|
|
2.1
|
|
||||
Other operating charges and credits, net
|
0.6
|
|
|
0.1
|
|
|
0.2
|
|
|
2.0
|
|
||||
Other (income) loss
|
0.1
|
|
|
—
|
|
|
0.4
|
|
|
(0.8
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Pretax adjustments related to Borgata:
|
|
|
|
|
|
|
|
||||||||
Preopening expenses
|
—
|
|
|
0.4
|
|
|
0.3
|
|
|
0.5
|
|
||||
Loss on early extinguishments of debt
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
||||
Valuation adjustments related to consolidation, net
|
(0.7
|
)
|
|
(0.2
|
)
|
|
(2.0
|
)
|
|
(0.7
|
)
|
||||
Impairments of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||
Asset transactions costs
|
0.4
|
|
|
(0.2
|
)
|
|
0.4
|
|
|
0.2
|
|
||||
Other operating charges and credits, net
|
(1.7
|
)
|
|
3.3
|
|
|
(2.1
|
)
|
|
3.1
|
|
||||
Total adjustments
|
21.0
|
|
|
31.9
|
|
|
26.8
|
|
|
48.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax effect for above adjustments
|
(6.6
|
)
|
|
—
|
|
|
(6.5
|
)
|
|
(6.4
|
)
|
||||
Impact on noncontrolling interest, net
|
1.0
|
|
|
(2.9
|
)
|
|
1.7
|
|
|
(5.4
|
)
|
||||
Adjusted earnings (loss)
|
$
|
0.3
|
|
|
$
|
(8.3
|
)
|
|
$
|
1.4
|
|
|
$
|
(7.0
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basis Net loss per common share
|
$
|
(0.14
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.35
|
)
|
Less: (income) loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.12
|
)
|
||||
Adjusted net loss per share attributable to Boyd
Gaming Corporation
|
(0.14
|
)
|
|
(0.37
|
)
|
|
(0.19
|
)
|
|
(0.47
|
)
|
||||
Pretax adjustments related to Boyd Gaming:
|
|
|
|
|
|
|
|
||||||||
Preopening expenses, excluding impact of LVE
|
0.01
|
|
|
0.01
|
|
|
0.03
|
|
|
0.07
|
|
||||
Loss on early extinguishments of debt
|
—
|
|
|
0.26
|
|
|
0.01
|
|
|
0.29
|
|
||||
Impairments of assets
|
0.17
|
|
|
0.01
|
|
|
0.19
|
|
|
0.01
|
|
||||
Asset transactions costs
|
0.03
|
|
|
(0.01
|
)
|
|
0.05
|
|
|
0.02
|
|
||||
Other operating charges and credits, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.02
|
|
||||
Other (income) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Pretax adjustments related to Borgata:
|
|
|
|
|
|
|
|
||||||||
Preopening expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
||||
Loss on early extinguishments of debt
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.03
|
|
||||
Valuation adjustments related to consolidation, net
|
(0.01
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
(0.01
|
)
|
||||
Impairments of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
0.05
|
|
||||
Asset transactions costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other expense (income)
|
(0.01
|
)
|
|
0.03
|
|
|
(0.02
|
)
|
|
10.03
|
|
||||
Total adjustments
|
0.19
|
|
|
0.32
|
|
|
0.24
|
|
|
10.51
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax effect for above adjustments
|
(0.06
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
(0.07
|
)
|
||||
Impact on noncontrolling interest
|
0.01
|
|
|
(0.03
|
)
|
|
0.02
|
|
|
9.94
|
|
||||
Adjusted earnings (loss) per share
|
$
|
—
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.01
|
|
|
$
|
19.91
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
110.8
|
|
|
101.6
|
|
|
110.8
|
|
|
93.1
|
|
|
Nine Months Ended
|
||||||
|
September 30
|
||||||
(In millions)
|
2014
|
|
2013
|
||||
Net cash provided by operating activities
|
$
|
232.5
|
|
|
$
|
233.8
|
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(94.6
|
)
|
|
(100.6
|
)
|
||
Deconsolidation of Borgata
|
(26.9
|
)
|
|
—
|
|
||
Proceeds from sale of Echelon, net
|
—
|
|
|
343.8
|
|
||
Proceeds from sale of other assets, net
|
—
|
|
|
4.9
|
|
||
Cash paid for exercise of LVE option
|
—
|
|
|
(187.0
|
)
|
||
Other investing activities
|
3.2
|
|
|
0.1
|
|
||
Net cash provided by (used in) investing activities
|
(118.3
|
)
|
|
61.2
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net payments under Boyd Gaming Corporation bank credit facility
|
(93.4
|
)
|
|
(27.0
|
)
|
||
Net payments under Peninsula bank credit facility
|
(41.3
|
)
|
|
(28.2
|
)
|
||
Net payments under Borgata bank credit facility
|
(34.0
|
)
|
|
(3.7
|
)
|
||
Payments on retirements of long-term debt
|
(2.9
|
)
|
|
(500.3
|
)
|
||
Proceeds from sale of common stock
|
—
|
|
|
216.5
|
|
||
Other financing activities
|
0.5
|
|
|
(33.9
|
)
|
||
Net cash used in financing activities
|
(171.1
|
)
|
|
(376.6
|
)
|
||
Net cash provided by (used in) discontinued operation
|
—
|
|
|
54.6
|
|
||
(Decrease) Increase in cash and cash equivalents
|
$
|
(56.9
|
)
|
|
$
|
(27.0
|
)
|
(In millions)
|
September 30, 2014
|
|
December 31, 2013
|
|
Increase/ (Decrease)
|
||||||
Boyd Gaming Debt:
|
|
|
|
|
|
||||||
Boyd Gaming Corporation Debt:
|
|
|
|
|
|
||||||
Bank credit facility
|
$
|
1,374.3
|
|
|
$
|
1,467.8
|
|
|
$
|
(93.5
|
)
|
9.125% senior notes due 2018
|
500.0
|
|
|
500.0
|
|
|
—
|
|
|||
9.00% senior notes due 2020
|
350.0
|
|
|
350.0
|
|
|
—
|
|
|||
HoldCo Note
|
147.3
|
|
|
143.0
|
|
|
4.3
|
|
|||
|
2,371.6
|
|
|
2,460.8
|
|
|
(89.2
|
)
|
|||
|
|
|
|
|
|
||||||
Peninsula Segment Debt:
|
|
|
|
|
|
||||||
Bank credit facility
|
760.9
|
|
|
802.2
|
|
|
(41.3
|
)
|
|||
8.375% senior notes due 2018
|
350.0
|
|
|
350.0
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
1,110.9
|
|
|
1,152.2
|
|
|
(41.3
|
)
|
|||
Total Boyd Gaming Debt
|
3,482.5
|
|
|
3,613.0
|
|
|
(130.5
|
)
|
|||
|
|
|
|
|
|
||||||
Borgata Debt:
|
|
|
|
|
|
||||||
Bank credit facility
|
—
|
|
|
39.9
|
|
|
(39.9
|
)
|
|||
Incremental term loan
|
—
|
|
|
380.0
|
|
|
(380.0
|
)
|
|||
9.875% senior secured notes due 2018
|
—
|
|
|
393.5
|
|
|
(393.5
|
)
|
|||
|
—
|
|
|
813.4
|
|
|
(813.4
|
)
|
|||
Less current maturities
|
27.7
|
|
|
33.6
|
|
|
(5.9
|
)
|
|||
Long-term debt, net
|
$
|
3,454.8
|
|
|
$
|
4,392.8
|
|
|
$
|
(938.0
|
)
|
(In millions)
|
September 30, 2014
|
|
December 31, 2013
|
||||
Revolving Credit Facility
|
$
|
266.2
|
|
|
$
|
295.0
|
|
Term A Loan
|
234.4
|
|
|
246.9
|
|
||
Term B Loan
|
858.8
|
|
|
897.8
|
|
||
Swing Loan
|
11.2
|
|
|
23.8
|
|
||
Total outstanding borrowings under the Boyd Gaming Credit Facility
|
$
|
1,370.6
|
|
|
$
|
1,463.5
|
|
•
|
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.
|
•
|
our business model, areas of focus and strategy for realizing improved results when normalized business volumes return;
|
•
|
competition, including expansion of gaming into additional markets including internet gaming, the impact of competition on our operations, our ability to respond to such competition, and our expectations regarding continued competition in the markets in which we compete;
|
•
|
our estimated effective income tax rates; estimated tax benefits; and merits of our tax positions;
|
•
|
the general effect, and expectation, of the national and global economy on our business, as well as the economies where each of our properties are located;
|
•
|
our expenses;
|
•
|
indebtedness, including Boyd Gaming's and Peninsula's ability to refinance or pay amounts outstanding under their respective bank credit facilities and notes when they become due and our compliance with related covenants, and our expectation that we and Peninsula will need to refinance all or a portion of our respective indebtedness at or before maturity;
|
•
|
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;
|
•
|
our belief that consumer confidence will strengthen as the job market recovers and expands;
|
•
|
our expectations with respect to the valuation of tangible and intangible assets;
|
•
|
the type of covenants that will be included in any future debt instruments;
|
•
|
our expectations with respect to potential 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;
|
•
|
our ability to meet our projected operating and maintenance capital expenditures and the costs associated with our expansion, renovations and development of new projects;
|
•
|
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;
|
•
|
our commitment to finding opportunities to strengthen our balance sheet and to operate more efficiently;
|
•
|
our intention to pursue expansion opportunities, including acquisitions, that are a good fit for our business, deliver a solid return for shareholders, and are available at the right price;
|
•
|
our intention to fund purchases made under our share repurchase program, if any, with existing cash resources and availability under the Boyd Gaming Credit Facility;
|
•
|
our assumptions and expectations regarding our critical accounting estimates;
|
•
|
Adjusted EBITDA, Adjusted Earnings (Loss) and Adjusted Earnings Per Share and their usefulness as measures of operating performance or valuation;
|
•
|
our expectations for capital improvement projects;
|
•
|
the impact of new accounting pronouncements on our consolidated financial statements;
|
•
|
that our $600.0 million senior secured revolving credit facility (including a $100.0 million swing loan sublimit) (the "Revolving Credit Facility"), provided for by the Credit Agreement and the Peninsula $50.0 million senior secured revolving credit facility (including a $15.0 million swing loan sublimit) (the "Peninsula Revolving Credit Facility"), provided for by the Peninsula Credit Agreement (as defined below) 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;
|
•
|
our ability to fund any expansion projects using cash flows from operations and availability under the Boyd Gaming Credit Facility or through additional debt issuances;
|
•
|
our market risk exposure and efforts to minimize risk;
|
•
|
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;
|
•
|
our belief that all pending claims, if adversely decided, will not have a material adverse effect on our business, financial position or results of operations;
|
•
|
that margin improvements will remain a driver of profit growth for us going-forward;
|
•
|
our belief that the risks to our business associated with the United States Coast Guard, ("USCG") inspection should not change by reason of inspection by American Bureau of Shipping Consulting, ("ABSC");
|
•
|
development opportunities in existing or new jurisdictions and our ability to successfully take advantage of such opportunities;
|
•
|
regulations, including anticipated taxes, tax credits or tax refunds expected, and the ability to receive and maintain necessary approvals for our projects;
|
•
|
our expectations regarding Congress legalizing online gaming in the United States as well as the continued expansion of online gaming as a result of the passage of new authorizing legislation in various states;
|
•
|
our asset impairment analyses and our intangible asset and goodwill impairment tests;
|
•
|
the resolution of our pending litigation;
|
•
|
the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotel and casinos;
|
•
|
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;
|
•
|
our ability to utilize our net operating loss carryforwards and certain other tax attributes;
|
•
|
our ability to receive insurance reimbursement and our estimates of self-insurance accruals and future liability;
|
•
|
that operating results for previous periods are not necessarily indicative of future performance;
|
•
|
that estimates and assumptions made in the preparation of financial statements in conformity with U.S. GAAP may differ from actual results;
|
•
|
our expectations regarding our cost containment efforts;
|
•
|
the future results of Peninsula's gaming properties;
|
•
|
our expectations with respect to Kansas Star, including our expectation to continue to meet completion dates for the future development of the Kansas Star facility;
|
•
|
our belief that recently issued accounting pronouncements will not have a material impact on our financial statements;
|
•
|
our estimates as to the effect of any changes in our Consolidated EBITDA on our ability to remain in compliance with certain covenants in the Credit Agreement, the Credit Agreement, dated as of November 14, 2012, by and among Peninsula, the lenders party thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender, and L/C issuer (the "Peninsula Credit Agreement");
|
•
|
expectations, plans, beliefs, hopes or intentions regarding the future; and
|
•
|
assumptions underlying any of the foregoing statements.
|
•
|
The effects of intense competition that exists in the gaming industry.
|
•
|
The prolonged effects from the recent economic downturn and its impact on consumer spending, as well as our access to capital.
|
•
|
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:
|
•
|
design, construction, regulatory, environmental and operating problems and lack of demand for our projects;
|
•
|
delays and significant cost increases, shortages of materials, shortages of skilled labor or work stoppages;
|
•
|
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;
|
•
|
construction scheduling, engineering, environmental, permitting, construction or geological problems, weather interference, floods, fires or other casualty losses;
|
•
|
failure by us (including Peninsula), our partners, or our joint ventures to obtain financing on acceptable terms, or at all; and
|
•
|
failure to obtain necessary government or other approvals on time, or at all.
|
•
|
The risk that USCG may not continue to allow in-place underwater inspections of our riverboats.
|
•
|
The risk that any of our projects may not be completed, if at all, on time or within established budgets, or that any project will result in increased earnings to us.
|
•
|
The risk that significant delays, cost overruns, or failures of any of our projects to achieve market acceptance could have a material adverse effect on our business, financial condition and results of operations.
|
•
|
The risk that our projects may not help us compete with new or increased competition in our markets.
|
•
|
The risk that new gaming licenses or jurisdictions become available (or offer different gaming regulations or taxes) that results in increased competition to us.
|
•
|
The risk that the expansion of internet gaming in other jurisdictions could increase competition for our traditional operations.
|
•
|
The risk associated with owning real property, including environmental regulation and uncertainties with respect to environmental expenditures and liabilities.
|
•
|
The risk associated with challenges to legalized gaming in existing or current markets.
|
•
|
The risk that the actual fair value for assets acquired and liabilities assumed from any of our acquisitions differ materially from our preliminary estimates.
|
•
|
The risk that negative industry or economic trends, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth in our business, may result in significant write-downs or impairments in future periods.
|
•
|
The 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.
|
•
|
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.
|
•
|
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 the Revolving Credit Facility, the Peninsula Revolving Credit Facility or the Borgata's Revolving Credit Facility and additional financings, which could jeopardize our expansion, development, investment and renovation efforts.
|
•
|
The risk that we or Peninsula may be unable to refinance our respective outstanding indebtedness as it comes due, or that if we or Peninsula do refinance, the terms are not favorable to us or them.
|
•
|
Risks associated with our ability to comply with the Total Leverage, Secured Leverage and Interest Coverage ratios as defined in the Credit Agreement, and the risks associated with Borgata's ability to comply with the minimum consolidated EBITDA and minimum liquidity covenants in its Borgata Credit Agreement, and the risks associated with Peninsula's ability to comply with the Consolidated Leverage Ratio and Coverage Ratio, each as defined in the Peninsula Credit Agreement.
|
•
|
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.
|
•
|
The effects of federal, state and local laws affecting our business such as the regulation of smoking, the regulation of directors, officers, key employees and partners and regulations affecting business in general.
|
•
|
The effects of extreme weather conditions or natural disasters on our facilities and the geographic areas from which we draw our customers, and our ability to recover insurance proceeds (if any).
|
•
|
The risks relating to mechanical failure and regulatory compliance at any of our facilities.
|
•
|
The risk that the instability in the financial condition of our lenders could have a negative impact on the Revolving Credit Facility and the Peninsula Revolving Credit Facility.
|
•
|
The effects of events adversely impacting the economy or the regions from which we draw a significant percentage of our customers, including the effects of the recent economic recession, war, terrorist or similar activity or disasters in, at, or around our properties.
|
•
|
The effects of energy price increases on our cost of operations and our revenues.
|
•
|
Financial community and rating agency perceptions of us, and the effect of economic, credit and capital market conditions on the economy and the gaming and hotel industry.
|
•
|
The effect of the expansion of legalized gaming in the mid-Atlantic region.
|
•
|
The risk of failing to maintain the integrity of our information technology infrastructure and our business and customer data.
|
•
|
The risks relating to owning our equity, including price and volume fluctuations of the stock market that may harm the market price of our common stock and the potential of certain of our stockholders owning large interest in our capital stock to significantly influence our affairs.
|
•
|
changes to plans and specifications (including changes for the Kansas Star facility, some of which could require the approval of the Kansas Lottery Commission);
|
•
|
delays and significant cost increases;
|
•
|
shortages of materials;
|
•
|
shortages of skilled labor or work stoppages for contractors and subcontractors;
|
•
|
labor disputes or work stoppages;
|
•
|
disputes with and defaults by contractors and subcontractors;
|
•
|
health and safety incidents and site accidents;
|
•
|
engineering problems, including defective plans and specifications;
|
•
|
poor performance or nonperformance by any of our joint venture partners or other third parties on whom we place reliance;
|
•
|
changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming facilities, real estate development or construction projects, including by the Kansas Racing and Gaming Commission;
|
•
|
unforeseen construction scheduling, engineering, environmental, permitting, construction or geological problems;
|
•
|
environmental issues, including the discovery of unknown environmental contamination;
|
•
|
weather interference, floods, fires or other casualty losses;
|
•
|
other unanticipated circumstances or cost increases; and
|
•
|
failure to obtain necessary licenses, permits, entitlements or other governmental approvals.
|
•
|
difficulty in satisfying our obligations under our current indebtedness;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
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;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
placing us at a disadvantage compared to our competitors that have less debt; and
|
•
|
limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.
|
•
|
incur additional debt, including providing guarantees or credit support;
|
•
|
incur liens securing indebtedness or other obligations;
|
•
|
make certain investments;
|
•
|
dispose of assets;
|
•
|
make certain acquisitions;
|
•
|
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.
|
•
|
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 6.
|
Exhibits
|
Exhibit No.
|
|
Document of Exhibit
|
|
Method of Filing
|
10.1
|
|
Separation Agreement and Release, Dated September 19, 2014, by and between Paul J. Chakmak and the Registrant.
|
|
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
|
|
|
|
|
|
101
|
|
The following materials from Boyd Gaming Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013, (iii) Condensed Consolidated Statement of Changes in Stockholders' Equity for the nine months ended September 30, 2014, (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013, and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
Filed electronically herewith
|
BOYD GAMING CORPORATION
|
||
|
|
|
By:
|
|
/
S
/ ANTHONY D. MCDUFFIE
|
|
|
Anthony D. McDuffie
|
|
|
Vice President and Chief Accounting Officer
|
(a)
|
Payment of $765,000.00, with such amount paid to Executive in a single lump sum payable upon the Effective Date.
|
(b)
|
Payment of a bonus at 75% of the full year amount, with such payment to be made in cash, in no event later than March 15, 2015, which bonus shall be determined by the Compensation Committee of the Company’s Board of Directors (the “Committee”), such determination to be uniformly applied to all executive officers.
|
(c)
|
Accelerated vesting of Company RSUs issued pursuant to Award Number 2011004 covering 42,857 shares of Company common stock granted to Executive on December 7, 2011 and originally scheduled to vest December 7, 2014, with such vesting to occur upon the Effective Date.
|
(d)
|
Vesting and settlement of Company Performance Shares based on 2012‑2014 performance covering a base number of 42,857 shares of Company common stock issued pursuant to Award Number P00004, dated December 7, 2011, to the extent the required performance is achieved, as and when such Performance Shares held by other executive officers vest and settle based on the Committee’s determination, but in no event later than March 15, 2015.
|
(e)
|
Accelerated vesting of the following stock options:(i) 25,510 shares of Company common stock purchasable under Award Number 004043, granted December 7, 2011; (ii) 25,510 shares of Company commons stock purchasable under Award Number 004058, granted November 8, 2012; and (iii) 25,511 shares of Company common stock purchasable under Award Number 004066, granted November 7, 2013; with extension of the post-termination exercise period of each such option to the twelve (12) month anniversary of the Termination Date, with such vesting and extension effective upon the Effective Date.
|
(f)
|
Payment on the Effective Date of an amount equal to the cost of twelve (12) months' COBRA insurance coverage for the medical, dental, and vision coverage currently elected by Executive (“
COBRA Payment
)”. The COBRA Payment shall be increased by the amount of the payroll, withholding and income taxes payable by Executive, such that Executive retains an after tax amount equal to the full cost of the COBRA coverage.
|
(g)
|
Executive will be eligible to participate in the Company’s MERP Health Plan as authorized for the Company’s Management Committee and Board of Directors through the one year anniversary of the Termination Date.
|
(h)
|
Payment on the Effective Date of $3,870.00 for reimbursement for medical, dental, and vision insurance premiums paid by Executive through the Termination Date.
|
(i)
|
For the avoidance of doubt, Executive’s vested interests in his 401(k) retirement plan and deferred compensation plan with the Company shall remain unaffected by this Agreement.
|
(a)
|
In consideration of the provisions hereof and the benefits provided under Section 1, for the Restricted Period (as hereinafter defined), Executive will not, except as specifically provided below, anywhere in the States of Nevada, Illinois, Indiana, Louisiana, Mississippi, Kansas, Iowa, and New Jersey or any state contiguous with any such state from which casinos compete with casinos of the Company (the “
Restricted Territory
”), directly or indirectly, acting individually or on behalf of any person or entity, (i) engage in the operation of a gaming or gambling enterprise; (ii) enter the employ of, or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of salary, commissions or otherwise from, any business engaged in such activities in the Restricted Territory; or (iii) receive or purchase a financial interest in, make a loan to, or make a gift in support of, any such business in any capacity, including without limitation, as a sole proprietor, partner, shareholder, officer, director, principal agent or trustee; provided, however, that Executive may own, directly or indirectly, solely as an investment, securities of any business traded on any national securities exchange, provided Executive is not a controlling person of, or a member of a group which controls, such business and further provided that Executive does not, in the aggregate, directly or indirectly, own one percent (1%) or more of any class of securities of such business. The term “Restricted Period” shall mean the period ending on the twelve (12) month anniversary of the Termination Date.
|
(b)
|
During the Restricted Period, Executive shall not (i) solicit any customer doing business with the Company in the Restricted Territory, (ii) solicit any customer, supplier, or partner of the Company to enter into a business relationship with a competitor of the Company that operates in the Restricted Territory, (iii) solicit any officer or employee of the Company to enter into an employment agreement with a competitor of the Company or otherwise interfere in any such relationship, (iv) solicit on behalf of a competitor of the Company any prospective customer of the Company operating in the Restricted Territory that Executive called on or was involved in soliciting on behalf of the Company during his employment with the Company, or (v) otherwise divert or attempt to divert from the Company any business of any kind in which it is engaged in the Restricted Territory.
|
(c)
|
If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specified words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.
|
(d)
|
This Section 5 does not apply to the Executive’s services to the following: (i) a business that is a supplier or vendor to casinos, provided that Executive may not provide service to or support directly any casino business of such business or an affiliate in the Restricted Territory; (ii) any agency or authority that supports the gaming industry; and (iii) the banking and investment banking business. The “casino business” means land-based,
|
(a)
|
any and all claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
|
(b)
|
any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
|
(c)
|
any and all claims for wrongful discharge of employment; termination of employment in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
|
(d)
|
any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Sarbanes-Oxley Act of 2002; and the Nevada Fair Employment Practices Act, California Fair Employment and Housing Act or any comparable state law; in each case as has been amended from time to time;
|
(e)
|
any and all claims for violation of the federal or any state constitution;
|
(f)
|
any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
|
(g)
|
any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
|
(h)
|
any and all claims for attorneys’ fees and costs.
|
(i)
|
all information, whether or not reduced to writing (or in a form from which information can be obtained, translated, or derived into reasonably usable form) and whether compiled or created by the Company, any of its affiliates, or any entity or venture in which the Company, directly or indirectly, has an ownership interest of 10% or more or which has an ownership interest of 10% or more in the Company (collectively, the “Company Group”) of a proprietary, private, secret or confidential nature (including, without exception, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, sales strategies, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, trademarks, service marks, copyrights (whether registered or unregistered), artwork, and contacts at or knowledge of customers or prospective customers) concerning the Company Group’s business, business relationships or financial affairs, which derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from the disclosure or use of such information (collectively, “Proprietary Information”) shall be the exclusive property of the Company Group;
|
(ii)
|
reasonable efforts have been put forth by the Company Group to maintain the secrecy of its Proprietary Information; and
|
(iii)
|
any willful retention or use by Executive of Proprietary Information that violates this Agreement after the termination of Executive’s employment will constitute a misappropriation of the Company Group’s Proprietary Information; and
|
(iv)
|
notwithstanding the foregoing, Executive will keep his Company cell phone and its phone number.
|
(b)
|
Executive further acknowledges and agrees that he will take all affirmative steps as reasonably necessary or requested by the Company to protect the Proprietary Information in his possession or under his control from inappropriate disclosure following his employment with the Company.
|
(c)
|
All materials or copies thereof and all tangible things and other property of the Company Group that embody or represent Proprietary Information in Executive’s custody or possession shall be delivered to the Company (to the extent Executive has not already returned them). After such delivery, Executive shall not retain any such materials or portions or copies thereof or any such tangible things and other property and shall execute any affirmation of compliance that the Company may reasonably require. Anything in this Agreement or elsewhere to the contrary notwithstanding Executive shall at all times be entitled to retain, and use appropriately (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars, rolodexes (and electronic equivalents), personal files and phone books, (ii) information and documents pertaining to his personal rights, obligations and entitlements, (iii) information Executive reasonably believes may be needed for tax purposes, and (iv) copies of plans, programs and agreements related to his employment, or termination thereof, with the Company. To the extent that Executive has made use of his own personal computing devices (e.g., PDA, laptop, thumb drives, etc.) during his employment with the Company, upon the Termination Date or at any earlier time if requested by the Company, Executive will deliver such personal computing devices to the Company for review, and permit the Company to delete all Proprietary Information from such personal computing devices that he is not entitled to retain, provided that the Company shall use its best reasonable efforts to avoid reviewing the content of privileged or personal communications and materials that do not contain Proprietary Information (other than Proprietary Information that he is entitled to retain).
|
(d)
|
Executive further agrees that his obligation not to disclose or to use information and materials set forth in Sections 11(a), 11(b) and 11(c) above, and his obligation to return materials and tangible property set forth in Section 11(c) above, also extends to corresponding types of information, materials and tangible property of customers of the Company Group, consultants for the Company Group, suppliers to the Company Group, or other third parties who may have disclosed or entrusted the same to the Company Group or to Executive.
|
(e)
|
Executive further acknowledges and agrees that he will continue to keep in strict confidence, and will not, directly or indirectly, at any time, disclose, furnish, disseminate, make available, use or suffer to be used in any manner except in carrying out his duties hereunder any Proprietary Information without limitation as to when or how Executive may have acquired such Proprietary Information and that he will not disclose any Proprietary Information to any person or entity other than appropriate employees of the Company or use the same for any purposes (other than in the performance of his duties under this Agreement) without written approval of the Company, from and after the Termination Date.
|
(f)
|
Executive further acknowledges that his obligation of confidentiality will survive, regardless of any other breach of this Agreement or any other agreement, by any party hereto, until and unless such Proprietary Information of the Company Group has become, through no fault of Executive, generally known to the public. In the event that Executive is required by law, regulation, or court order to disclose any Proprietary Information, Executive will promptly notify the Company prior to making any such disclosure to facilitate the Company seeking a protective order or other appropriate remedy from the proper authority. Executive further agrees to cooperate with the Company in seeking such order or other remedy and that, if the Company is not successful in precluding the requesting legal body from requiring the disclosure of the Proprietary Information, Executive will furnish only that portion of the Proprietary Information that he reasonably believes is legally required to be disclosed, and Executive will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to the Proprietary Information. Executive shall not be required to incur any expenses in performing his obligations under this Section 11 unless Company agrees to pay those expenses for Executive.
|
(g)
|
Executive’s obligations under this Section 11 are in addition to, and not in limitation of, all other obligations of confidentiality under other agreements with the Company, the Company’s policies, general legal or equitable principles or statutes. However, nothing in this Agreement or elsewhere shall prohibit Executive from making truthful statements, or disclosing Proprietary Information in good faith (i) to appropriate members of the Company Group, or to any authorized (or apparently authorized) agent or representatives of any of them, (ii) in connection with the good faith performance of his duties for the Company, (iii) when required to do so by a court, government agency, legislative body, arbitrator or another person with apparent jurisdiction to require such disclosure or (iv) in confidence to an attorney or other professional for the purpose of securing professional assistance or advice.
|
(a)
|
In the event that the Parties are unable to resolve any controversy or claim arising out of or relating to this Agreement, either Party to the dispute shall refer the dispute to binding arbitration, which shall (except as otherwise provided in Section 18(d)) be the exclusive forum for resolving all such controversies and claims. Such arbitration will be administered by Judicial Arbitration and Mediation Services, Inc. (“
JAMS
”) pursuant to its Comprehensive Arbitration Rules and Procedures (the “
JAMS Rules
”). The arbitration shall be conducted by a single arbitrator selected by the Parties according to the JAMS Rules. In the event that the Parties fail to agree on the selection of the arbitrator within 30 days after either Party’s request for arbitration, the arbitrator will be chosen by JAMS. Unless the Parties otherwise agree, any arbitration hearings shall commence on a mutually agreeable date within 90 days after the request for arbitration and shall be conducted within thirty (30)
|
(b)
|
The Parties agree that each will bear their own costs and attorneys’ fees. The arbitrator shall not have authority to award attorneys’ fees or costs to any Party.
|
(c)
|
The arbitrator shall have no power or authority to make awards or orders granting relief that would not be available to a Party in a court of law. The arbitrator’s award is limited by and must comply with this Agreement and controlling federal, state, and local laws. The decision of the arbitrator shall otherwise be final and binding on the Parties, except as otherwise provided by law.
|
(d)
|
Notwithstanding the foregoing, no claim for injunctive or similar non-monetary equitable relief contemplated by or allowed under applicable law with respect to alleged violations of Sections 5, 11, 12, 13 and 16 of this Agreement will be subject to arbitration under this Section 18, but will instead be subject to determination in a court of competent jurisdiction as set forth in Section 27, which court shall apply Nevada law consistent with Section 27 of this Agreement.
|
(a)
|
he has read this Agreement;
|
(b)
|
he has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice;
|
(c)
|
he understands the terms and consequences of this Agreement and of the releases it contains; and
|
(d)
|
he is fully aware of the legal and binding effect of this Agreement.
|
|
|
|
Paul J. Chakmak, an individual
|
|
|
|
|
|
|
Dated as of:
|
September 19, 2014
|
|
/s/ Paul J. Chakmak
|
|
|
|
|
Paul J. Chakmak
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boyd Gaming Corporation
|
|
|
|
|
|
|
Dated as of:
|
September 19, 2014
|
|
By:
|
/s/ Keith Smith
|
|
|
|
Name:
|
Keith Smith
|
|
|
|
Title:
|
President and CEO
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a.
|
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;
|
b.
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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
|
Dated: November 7, 2014
|
By:
|
/s/ Keith E. Smith
|
|
|
Keith E. Smith
|
|
|
President and Chief Executive Officer
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a.
|
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;
|
b.
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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
|
Dated: November 7, 2014
|
By:
|
/s/ Josh Hirsberg
|
|
|
Josh Hirsberg
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
(2)
|
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.
|
Dated: November 7, 2014
|
By:
|
/s/ Keith E. Smith
|
|
|
Keith E. Smith
|
|
|
President and Chief Executive Officer
|
(2)
|
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.
|
Dated: November 7, 2014
|
By:
|
/s/ Josh Hirsberg
|
|
|
Josh Hirsberg
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|