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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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88-0242733
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value of $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Class
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Outstanding as of February 21, 2017
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Common stock, $0.01 par value
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113,052,125
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Page No.
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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||
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•
|
nine of our Las Vegas properties, including three recent acquisitions, are well-positioned to capitalize on the attractive Las Vegas locals market;
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•
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our three downtown Las Vegas properties focus a majority of their marketing programs on, and derive a majority of their revenues from, a unique niche - Hawaiian customers;
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•
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our operations are geographically diversified within the United States;
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•
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we have strengthened our balance sheet and have increasing free cash flow;
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•
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we have the ability to expand certain existing properties and make opportunistic and strategic acquisitions; and
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•
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we have an experienced management team.
|
|
Year Opened or Acquired
|
|
Casino Space (Sq. ft.)
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Slot Machines
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Table Games
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Hotel Rooms
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|
Hotel Occupancy
|
|
Average Daily Rate
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|||||||
Las Vegas Locals
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|||||||
Las Vegas, Nevada
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|
|
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|
|
|
|
|
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|||||||
Gold Coast Hotel and Casino
|
2004
|
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88,915
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|
|
1,767
|
|
|
49
|
|
|
712
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|
|
87
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%
|
|
$
|
53
|
|
The Orleans Hotel and Casino
|
2004
|
|
137,000
|
|
|
2,443
|
|
|
60
|
|
|
1,885
|
|
|
87
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%
|
|
$
|
64
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|
Sam's Town Hotel and Gambling Hall
|
1979
|
|
120,681
|
|
|
1,936
|
|
|
29
|
|
|
645
|
|
|
93
|
%
|
|
$
|
52
|
|
Suncoast Hotel and Casino
|
2004
|
|
95,898
|
|
|
1,801
|
|
|
31
|
|
|
427
|
|
|
82
|
%
|
|
$
|
80
|
|
Eastside Cannery Casino and Hotel
|
2016
|
|
63,879
|
|
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1,484
|
|
|
17
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|
|
306
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|
|
91
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%
|
|
$
|
56
|
|
North Las Vegas, Nevada
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|
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|||||||
Aliante Casino + Hotel + Spa
|
2016
|
|
82,000
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|
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1,860
|
|
|
40
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|
|
202
|
|
|
89
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%
|
|
$
|
98
|
|
Cannery Casino Hotel
|
2016
|
|
86,000
|
|
|
1,620
|
|
|
26
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|
|
199
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|
|
83
|
%
|
|
$
|
60
|
|
Henderson, Nevada
|
|
|
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|
|
|
|
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|||||||
Eldorado Casino
|
1993
|
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17,756
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|
|
365
|
|
|
—
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|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Jokers Wild Casino
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1993
|
|
23,698
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|
|
422
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|
|
7
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
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|||||||
Downtown Las Vegas
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|
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|||||||
Las Vegas, Nevada
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|||||||
California Hotel and Casino
|
1975
|
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35,848
|
|
|
995
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|
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28
|
|
|
781
|
|
|
85
|
%
|
|
$
|
36
|
|
Fremont Hotel and Casino
|
1985
|
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30,244
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|
|
943
|
|
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26
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|
|
447
|
|
|
89
|
%
|
|
$
|
40
|
|
Main Street Station Casino, Brewery and Hotel
|
1993
|
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26,918
|
|
|
835
|
|
|
19
|
|
|
406
|
|
|
92
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%
|
|
$
|
41
|
|
|
|
|
|
|
|
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|||||||
Midwest and South
|
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|||||||
East Peoria, Illinois
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|||||||
Par-A-Dice Hotel Casino
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1996
|
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26,116
|
|
|
924
|
|
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26
|
|
|
202
|
|
|
81
|
%
|
|
$
|
67
|
|
Michigan City, Indiana
|
|
|
|
|
|
|
|
|
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|||||||
Blue Chip Casino, Hotel & Spa
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1999
|
|
65,000
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|
|
1,700
|
|
|
42
|
|
|
486
|
|
|
81
|
%
|
|
$
|
77
|
|
Dubuque, Iowa
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||
Diamond Jo Dubuque
|
2012
|
|
43,495
|
|
|
951
|
|
|
20
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Northwood, Iowa
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||
Diamond Jo Worth
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2012
|
|
38,721
|
|
|
962
|
|
|
32
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Mulvane, Kansas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Kansas Star Casino
|
2012
|
|
70,010
|
|
|
1,772
|
|
|
52
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Amelia, Louisiana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Amelia Belle Casino
|
2012
|
|
27,484
|
|
|
838
|
|
|
15
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Vinton, Louisiana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Delta Downs Racetrack Casino & Hotel
|
2001
|
|
15,000
|
|
|
1,639
|
|
|
—
|
|
|
370
|
|
|
85
|
%
|
|
$
|
57
|
|
Opelousas, Louisiana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Evangeline Downs Racetrack and Casino
|
2012
|
|
39,208
|
|
|
1,360
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Shreveport, Louisiana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sam's Town Hotel and Casino
|
2004
|
|
29,285
|
|
|
975
|
|
|
25
|
|
|
514
|
|
|
71
|
%
|
|
$
|
80
|
|
Kenner, Louisiana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Treasure Chest Casino
|
1997
|
|
23,668
|
|
|
1,000
|
|
|
36
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Biloxi, Mississippi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
IP Casino Resort Spa
|
2011
|
|
81,733
|
|
|
1,595
|
|
|
57
|
|
|
1,089
|
|
|
88
|
%
|
|
$
|
84
|
|
Tunica, Mississippi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sam's Town Hotel and Gambling Hall
|
1994
|
|
46,000
|
|
|
819
|
|
|
19
|
|
|
842
|
|
|
56
|
%
|
|
$
|
48
|
|
Total
|
|
|
1,314,557
|
|
|
31,006
|
|
|
656
|
|
|
9,513
|
|
|
|
|
|
|||
N/A = Not Applicable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
The effects of intense competition that exists in the gaming industry.
|
•
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The risk that our acquisitions and other expansion opportunities divert management’s attention or incur substantial costs, or that we are otherwise unable to develop, profitably manage or successfully integrate the businesses we acquire.
|
•
|
The fact that our expansion, development and renovation projects (including enhancements to improve property performance) are subject to many risks inherent in expansion, development or construction of a new or existing project.
|
•
|
The risk that any of our projects may not be completed, if at all, on time or within established budgets, or that any project will result in increased earnings to us.
|
•
|
The risk that significant delays, cost overruns, or failures of any of our projects to achieve market acceptance could have a material adverse effect on our business, financial condition and results of operations.
|
•
|
The risk that new gaming licenses or jurisdictions become available (or offer different gaming regulations or taxes) that results in increased competition to us.
|
•
|
The risk that negative industry or economic trends, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth in our business, may result in significant write-downs or impairments in future periods.
|
•
|
The risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines and take other adverse actions against any of our casino operations.
|
•
|
The risk that we may be unable to refinance our outstanding indebtedness as it comes due, or that if we do refinance, the terms are not favorable to us or them.
|
•
|
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 effects of events adversely impacting the economy or the regions from which we draw a significant percentage of our customers, including the effects of economic recession, war, terrorist or similar activity or disasters in, at, or around our properties.
|
•
|
The risk that we fail to adapt our business and amenities to changing customer preferences.
|
•
|
Financial community and rating agency perceptions of us, and the effect of economic, credit and capital market conditions on the economy and the gaming and hotel industry.
|
•
|
The effect of the expansion of legalized gaming in the regions in which we operate.
|
•
|
The risk of failing to maintain the integrity of our information technology infrastructure and our business and customer data.
|
•
|
Our estimated effective income tax rates, estimated tax benefits, and merits of our tax positions.
|
•
|
Our ability to utilize our net operating loss carryforwards and certain other tax attributes.
|
•
|
The risks relating to owning our equity, including price and volume fluctuations of the stock market that may harm the market price of our common stock and the potential of certain of our stockholders owning large interest in our capital stock to significantly influence our affairs.
|
•
|
As well as other statements regarding our future operations, financial condition and prospects, and business strategies.
|
•
|
the inability to successfully incorporate the assets in a manner that permits the us to achieve the full revenue and other benefits anticipated to result from the Acquisitions;
|
•
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complexities associated with managing the combined business, including difficulty addressing possible differences in cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; and
|
•
|
potential unknown liabilities and unforeseen increased expenses associated with the Acquisitions.
|
•
|
diversion of the attention of our management; and
|
•
|
the disruption of, or the loss of momentum in, each our ongoing business or inconsistencies in standards, controls, procedures and policies,
|
•
|
changes to plans and specifications;
|
•
|
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;
|
•
|
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.
|
•
|
The Orleans, located on 77 acres of leased land. (On February 1, 2017, we exercised our option to purchase this land.)
|
•
|
Suncoast, located on 49 acres of leased land.
|
•
|
Eastside Cannery, located on 30 acres of leased land.
|
•
|
California, located on 13.9 acres of owned land and 1.6 acres of leased land.
|
•
|
Fremont, located on 1.4 acres of owned land and 0.9 acres of leased land.
|
•
|
IP, located on 24 acres of owned land and 3.9 acres of leased land.
|
•
|
Treasure Chest, located on 14 acres of leased land.
|
•
|
Sam's Town Shreveport, located on 18 acres of leased land.
|
•
|
Diamond Jo Dubuque, located on 7 acres of owned land and leases approximately 2.0 acres of parking surfaces.
|
•
|
Diamond Jo Worth, located on 46 acres of owned land. Diamond Jo Worth also leases 298 acres of land in Emmons, Minnesota on which a nine-hole golf course and a nine-station sporting clay course and hunting facility are located.
|
•
|
Evangeline Downs, located on 649 acres of owned land and leases the facilities that comprise the Henderson, Eunice and St. Martinville OTBs.
|
ITEM 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2016
|
|
|
|
||||
First Quarter
|
$
|
20.74
|
|
|
$
|
14.96
|
|
Second Quarter
|
21.35
|
|
|
17.45
|
|
||
Third Quarter
|
20.26
|
|
|
18.13
|
|
||
Fourth Quarter
|
21.46
|
|
|
17.00
|
|
||
Year Ended December 31, 2015
|
|
|
|
||||
First Quarter
|
$
|
14.62
|
|
|
$
|
12.16
|
|
Second Quarter
|
15.40
|
|
|
13.01
|
|
||
Third Quarter
|
17.99
|
|
|
14.90
|
|
||
Fourth Quarter
|
21.12
|
|
|
16.82
|
|
|
Indexed Returns
|
||||||||||
|
Boyd Gaming Corp.
|
|
S&P 400
|
|
Peer Group
|
||||||
December 2012
|
$
|
89.01
|
|
|
$
|
117.88
|
|
|
$
|
128.48
|
|
December 2013
|
150.94
|
|
|
157.37
|
|
|
168.10
|
|
|||
December 2014
|
171.31
|
|
|
172.74
|
|
|
159.90
|
|
|||
December 2015
|
266.35
|
|
|
168.98
|
|
|
205.40
|
|
|||
December 2016
|
270.38
|
|
|
204.03
|
|
|
234.17
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(In thousands, except per share data)
|
2016 (a)
|
|
2015 (b)
|
|
2014 (c)
|
|
2013 (d)
|
|
2012 (e)
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
2,183,976
|
|
|
$
|
2,199,432
|
|
|
$
|
2,142,255
|
|
|
$
|
2,198,738
|
|
|
$
|
1,796,606
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
260,627
|
|
|
271,202
|
|
|
173,732
|
|
|
231,217
|
|
|
(906,428
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes
|
7,987
|
|
|
4,061
|
|
|
(56,033
|
)
|
|
(55,887
|
)
|
|
(1,112,498
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations, net of tax
|
205,473
|
|
|
10,695
|
|
|
(50,625
|
)
|
|
(63,571
|
)
|
|
(916,913
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from discontinued operations, net of tax
|
212,530
|
|
|
36,539
|
|
|
8,987
|
|
|
(44,983
|
)
|
|
(6,162
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) attributable to Boyd Gaming Corporation
|
418,003
|
|
|
47,234
|
|
|
(53,041
|
)
|
|
(80,264
|
)
|
|
(908,865
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.79
|
|
|
$
|
0.10
|
|
|
$
|
(0.46
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(10.44
|
)
|
Diluted
|
$
|
1.78
|
|
|
$
|
0.10
|
|
|
$
|
(0.46
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(10.44
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
193,862
|
|
|
$
|
158,821
|
|
|
$
|
145,341
|
|
|
$
|
140,311
|
|
|
$
|
158,421
|
|
Total assets
|
4,670,751
|
|
|
4,350,900
|
|
|
4,422,384
|
|
|
5,657,522
|
|
|
6,246,725
|
|
|||||
Long-term debt, net of current maturities
|
3,199,119
|
|
|
3,239,799
|
|
|
3,375,098
|
|
|
3,482,610
|
|
|
3,953,359
|
|
|||||
Total stockholders' equity
|
934,126
|
|
|
508,011
|
|
|
438,087
|
|
|
650,437
|
|
|
467,127
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges (f)
|
1.0x
|
|
|
1.0x
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Las Vegas Locals
|
|
Gold Coast Hotel and Casino
|
Las Vegas, Nevada
|
The Orleans Hotel and Casino
|
Las Vegas, Nevada
|
Sam's Town Hotel and Gambling Hall
|
Las Vegas, Nevada
|
Suncoast Hotel and Casino
|
Las Vegas, Nevada
|
Eastside Cannery Casino and Hotel
|
Las Vegas, Nevada
|
Aliante Casino + Hotel + Spa
|
North Las Vegas, Nevada
|
Cannery Casino Hotel
|
North Las Vegas, Nevada
|
Eldorado Casino
|
Henderson, Nevada
|
Jokers Wild Casino
|
Henderson, Nevada
|
Downtown Las Vegas
|
|
California Hotel and Casino
|
Las Vegas, Nevada
|
Fremont Hotel and Casino
|
Las Vegas, Nevada
|
Main Street Station Casino, Brewery and Hotel
|
Las Vegas, Nevada
|
Midwest and South
|
|
Par-A-Dice Hotel and Casino
|
East Peoria, Illinois
|
Blue Chip Casino, Hotel & Spa
|
Michigan City, Indiana
|
Diamond Jo Dubuque
|
Dubuque, Iowa
|
Diamond Jo Worth
|
Northwood, Iowa
|
Kansas Star Casino
|
Mulvane, Kansas
|
Amelia Belle Casino
|
Amelia, Louisiana
|
Delta Downs Racetrack Casino & Hotel
|
Vinton, Louisiana
|
Evangeline Downs Racetrack and Casino
|
Opelousas, Louisiana
|
Sam's Town Hotel and Casino
|
Shreveport, Louisiana
|
Treasure Chest Casino
|
Kenner, Louisiana
|
IP Casino Resort Spa
|
Biloxi, Mississippi
|
Sam's Town Hotel and Gambling Hall
|
Tunica, Mississippi
|
•
|
Gaming revenue measures
:
slot handle
, which means the dollar amount wagered in slot machines, and
table game drop
, which means the total amount of cash deposited in table games drop boxes, plus the sum of markers issued at all table games, are measures of volume and/or market share.
Slot win
and
table game hold
, which mean the difference between customer wagers and customer winnings on slot machines and table games, respectively, represent the amount of wagers retained by us and recorded as gaming revenues. Slot win percentage and table game hold percentage, which are not fully
|
•
|
Food and beverage revenue measures
:
average guest check
, which means the average amount spent per customer visit and is a measure of volume and product offerings;
number of guests served
("food covers") is an indicator of volume; and the
cost per guest served
is a measure of operating margin.
|
•
|
Room revenue measures
:
hotel occupancy rate
, which measures the utilization of our available rooms; and
average daily rate
("ADR"), which is a price measure.
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
$
|
2,184.0
|
|
|
$
|
2,199.4
|
|
|
$
|
2,142.3
|
|
Operating income
|
260.6
|
|
|
271.2
|
|
|
173.7
|
|
|||
Income (loss) from continuing operations, net of tax
|
205.5
|
|
|
10.7
|
|
|
(50.6
|
)
|
|||
Income from discontinued operations, net of tax
|
212.5
|
|
|
36.5
|
|
|
9.0
|
|
|||
Net income (loss) attributable to Boyd Gaming Corporation
|
418.0
|
|
|
47.2
|
|
|
(53.0
|
)
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
REVENUES
|
|
|
|
|
|
||||||
Gaming
|
$
|
1,820.2
|
|
|
$
|
1,847.2
|
|
|
$
|
1,799.7
|
|
Food and beverage
|
306.1
|
|
|
307.4
|
|
|
303.4
|
|
|||
Room
|
170.8
|
|
|
163.5
|
|
|
157.4
|
|
|||
Other
|
122.5
|
|
|
124.0
|
|
|
122.3
|
|
|||
Gross revenues
|
2,419.6
|
|
|
2,442.1
|
|
|
2,382.8
|
|
|||
Less promotional allowances
|
235.6
|
|
|
242.7
|
|
|
240.5
|
|
|||
Net revenues
|
$
|
2,184.0
|
|
|
$
|
2,199.4
|
|
|
$
|
2,142.3
|
|
|
|
|
|
|
|
||||||
COSTS AND EXPENSES
|
|
|
|
|
|
||||||
Gaming
|
$
|
880.7
|
|
|
$
|
900.9
|
|
|
$
|
888.4
|
|
Food and beverage
|
170.1
|
|
|
168.1
|
|
|
168.7
|
|
|||
Room
|
44.2
|
|
|
41.3
|
|
|
41.1
|
|
|||
Other
|
76.7
|
|
|
80.5
|
|
|
86.2
|
|
|||
Total costs and expenses
|
$
|
1,171.7
|
|
|
$
|
1,190.8
|
|
|
$
|
1,184.4
|
|
|
|
|
|
|
|
||||||
MARGINS
|
|
|
|
|
|
||||||
Gaming
|
51.61
|
%
|
|
51.23
|
%
|
|
50.64
|
%
|
|||
Food and beverage
|
44.45
|
%
|
|
45.32
|
%
|
|
44.39
|
%
|
|||
Room
|
74.10
|
%
|
|
74.74
|
%
|
|
73.87
|
%
|
|||
Other
|
37.33
|
%
|
|
35.05
|
%
|
|
29.51
|
%
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net Revenues by Reportable Segment
|
|
|
|
|
|
||||||
Las Vegas Locals
|
$
|
647.9
|
|
|
$
|
610.1
|
|
|
$
|
592.7
|
|
Downtown Las Vegas
|
236.4
|
|
|
234.2
|
|
|
224.3
|
|
|||
Midwest and South
|
1,299.7
|
|
|
1,355.1
|
|
|
1,325.3
|
|
|||
Net revenues
|
$
|
2,184.0
|
|
|
$
|
2,199.4
|
|
|
$
|
2,142.3
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Selling, general and administrative
|
$
|
322.0
|
|
|
$
|
322.4
|
|
|
$
|
327.6
|
|
Maintenance and utilities
|
100.0
|
|
|
104.5
|
|
|
109.5
|
|
|||
Depreciation and amortization
|
196.2
|
|
|
207.1
|
|
|
208.9
|
|
|||
Corporate expense
|
72.7
|
|
|
76.9
|
|
|
75.6
|
|
|||
Project development, preopening and writedowns
|
22.1
|
|
|
6.9
|
|
|
13.7
|
|
|||
Impairment of assets
|
38.3
|
|
|
18.6
|
|
|
48.7
|
|
|||
Other operating items, net
|
0.3
|
|
|
0.9
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Interest Expense, net
|
$
|
209.7
|
|
|
$
|
222.7
|
|
|
$
|
228.2
|
|
Average Long-Term Debt Balance
|
3,337.0
|
|
|
3,416.5
|
|
|
3,545.9
|
|
|||
Loss on Early Extinguishments and Modifications of Debt
|
42.4
|
|
|
40.7
|
|
|
1.5
|
|
|||
Weighted Average Interest Rates
|
5.3
|
%
|
|
5.3
|
%
|
|
5.4
|
%
|
|||
|
|
|
|
|
|
||||||
Mix of Boyd Gaming Corporation Debt at Year End
|
|
|
|
|
|
||||||
Fixed rate debt
|
45.7
|
%
|
|
43.6
|
%
|
|
36.0
|
%
|
|||
Variable rate debt
|
54.3
|
%
|
|
56.4
|
%
|
|
64.0
|
%
|
|
December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
9.00% Senior Notes premium and consent fees
|
$
|
15,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
9.00% Senior Notes deferred finance charges
|
5,976
|
|
|
—
|
|
|
—
|
|
|||
8.375% Senior Notes deferred finance charges
|
4,497
|
|
|
—
|
|
|
—
|
|
|||
9.125% Senior Notes premium and consent fees
|
—
|
|
|
23,962
|
|
|
—
|
|
|||
9.125% Senior Notes deferred finance charges
|
—
|
|
|
4,888
|
|
|
—
|
|
|||
HoldCo Note
|
—
|
|
|
7,819
|
|
|
—
|
|
|||
Boyd Gaming Credit Facility deferred finance charges
|
6,629
|
|
|
1,978
|
|
|
—
|
|
|||
Peninsula Credit Facility deferred finance charges
|
9,512
|
|
|
2,086
|
|
|
1,536
|
|
|||
Total loss on early extinguishments and modifications of debt
|
$
|
42,364
|
|
|
$
|
40,733
|
|
|
$
|
1,536
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
$
|
302.9
|
|
|
$
|
325.8
|
|
|
$
|
289.9
|
|
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(160.4
|
)
|
|
(131.2
|
)
|
|
(137.8
|
)
|
|||
Cash paid for acquisitions, net of cash received
|
(592.7
|
)
|
|
—
|
|
|
—
|
|
|||
Investments in and advances to unconsolidated subsidiaries, net
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Other investing activities
|
14.1
|
|
|
4.5
|
|
|
(5.9
|
)
|
|||
Net cash used in investing activities
|
(739.0
|
)
|
|
(126.7
|
)
|
|
(143.5
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Net payments of debt
|
(97.9
|
)
|
|
(203.4
|
)
|
|
(140.1
|
)
|
|||
Share-based compensation activities, net
|
(1.3
|
)
|
|
3.7
|
|
|
1.8
|
|
|||
Net cash used in financing activities
|
(99.2
|
)
|
|
(199.7
|
)
|
|
(138.3
|
)
|
|||
Net cash provided by (used in) discontinued operations
|
570.3
|
|
|
14.1
|
|
|
(40.6
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
35.0
|
|
|
$
|
13.5
|
|
|
$
|
(32.5
|
)
|
(In millions)
|
December 31, 2016
|
|
December 31, 2015
|
|
Increase/ (Decrease)
|
||||||
Boyd Gaming Corporation Debt:
|
|
|
|
|
|
||||||
Bank credit facility
|
$
|
1,782.5
|
|
|
$
|
1,209.7
|
|
|
$
|
572.8
|
|
9.00% senior notes due 2020
|
—
|
|
|
350.0
|
|
|
(350.0
|
)
|
|||
6.875% senior notes due 2023
|
750.0
|
|
|
750.0
|
|
|
—
|
|
|||
6.375% senior notes due 2026
|
750.0
|
|
|
—
|
|
|
750.0
|
|
|||
Other
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||
|
3,283.1
|
|
|
2,309.7
|
|
|
973.4
|
|
|||
|
|
|
|
|
|
||||||
Peninsula Gaming Debt:
|
|
|
|
|
|
||||||
Bank credit facility
|
—
|
|
|
662.8
|
|
|
(662.8
|
)
|
|||
8.375% senior notes due 2018
|
—
|
|
|
350.0
|
|
|
(350.0
|
)
|
|||
|
—
|
|
|
1,012.8
|
|
|
(1,012.8
|
)
|
|||
Total long-term debt
|
3,283.1
|
|
|
3,322.5
|
|
|
(39.4
|
)
|
|||
|
|
|
|
|
|
||||||
Less current maturities
|
30.3
|
|
|
29.8
|
|
|
0.5
|
|
|||
Long-term debt, net
|
$
|
3,252.8
|
|
|
$
|
3,292.7
|
|
|
$
|
(39.9
|
)
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Revolving Credit Facility
|
$
|
245.0
|
|
|
$
|
240.0
|
|
Term A Loan
|
222.2
|
|
|
183.3
|
|
||
Term B-1 Loan
|
271.8
|
|
|
730.8
|
|
||
Term B-2 Loan
|
997.5
|
|
|
—
|
|
||
Swing Loan
|
46.0
|
|
|
55.6
|
|
||
Total outstanding principal amounts under the Credit Facility
|
$
|
1,782.5
|
|
|
$
|
1,209.7
|
|
(In millions)
|
Total
|
||
For the year ending December 31,
|
|
||
2017
|
$
|
30.3
|
|
2018
|
76.4
|
|
|
2019
|
30.3
|
|
|
2020
|
266.1
|
|
|
2021
|
432.3
|
|
|
Thereafter
|
2,447.7
|
|
|
Total outstanding principal of long-term debt
|
$
|
3,283.1
|
|
|
Year Ending December 31,
|
||||||||||||||||||||||||||
(In millions)
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
CONTRACTUAL OBLIGATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Bank credit facility
|
$
|
1,782.5
|
|
|
$
|
30.2
|
|
|
$
|
76.3
|
|
|
$
|
30.2
|
|
|
$
|
266.0
|
|
|
$
|
432.2
|
|
|
$
|
947.6
|
|
6.375% senior notes due 2026
|
750.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750.0
|
|
|||||||
6.875% senior notes due 2023
|
750.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750.0
|
|
|||||||
Other
|
0.6
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||||||
Total long-term debt
|
3,283.1
|
|
|
30.3
|
|
|
76.4
|
|
|
30.3
|
|
|
266.1
|
|
|
432.3
|
|
|
2,447.7
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest on Fixed Rate Debt
|
769.0
|
|
|
99.4
|
|
|
99.4
|
|
|
99.4
|
|
|
99.4
|
|
|
99.4
|
|
|
272.0
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest on Variable Rate Debt (1)
|
336.7
|
|
|
61.2
|
|
|
60.2
|
|
|
59.2
|
|
|
53.7
|
|
|
43.1
|
|
|
59.3
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Leases
|
430.8
|
|
|
46.0
|
|
|
18.5
|
|
|
16.3
|
|
|
14.1
|
|
|
13.7
|
|
|
322.2
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Purchase Obligations (2)
|
38.5
|
|
|
11.4
|
|
|
6.2
|
|
|
3.2
|
|
|
2.3
|
|
|
2.3
|
|
|
13.1
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
TOTAL CONTRACTUAL OBLIGATIONS
|
$
|
4,858.1
|
|
|
$
|
248.3
|
|
|
$
|
260.7
|
|
|
$
|
208.4
|
|
|
$
|
435.6
|
|
|
$
|
590.8
|
|
|
$
|
3,114.3
|
|
(1)
|
Estimated interest payments are based on principal amounts and scheduled maturities of debt outstanding at
December 31, 2016
. Estimated interest payments for variable-rate debt are based on rates at
December 31, 2016
.
|
•
|
the outcome of gaming license selection processes;
|
•
|
the approval of gaming in jurisdictions where we have been active but where casino gaming is not currently permitted;
|
•
|
identification of additional suitable investment opportunities in current gaming jurisdictions; and
|
•
|
availability of acceptable financing.
|
i.
|
a significant decrease in the market price of a long-lived asset;
|
ii.
|
a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition;
|
iii.
|
a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator;
|
iv.
|
an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset;
|
v.
|
a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset; and/or
|
vi.
|
a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.
|
|
Scheduled Maturity Date
|
||||||||||||||||||||||||||||||
|
Year Ending December 31,
|
||||||||||||||||||||||||||||||
(In millions, except percentages)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
Boyd Gaming Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt (including current portion):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Fixed-rate
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
1,500.1
|
|
|
$
|
1,500.6
|
|
|
$
|
1,611.2
|
|
Average interest rate
|
6.6
|
%
|
|
6.6
|
%
|
|
6.6
|
%
|
|
6.6
|
%
|
|
6.6
|
%
|
|
6.6
|
%
|
|
6.6
|
%
|
|
|
|
||||||||
Variable-rate
|
$
|
30.2
|
|
|
$
|
76.3
|
|
|
$
|
30.2
|
|
|
$
|
266.0
|
|
|
$
|
432.2
|
|
|
$
|
947.6
|
|
|
$
|
1,782.5
|
|
|
$
|
1,791.9
|
|
Average interest rate
|
3.4
|
%
|
|
3.4
|
%
|
|
3.4
|
%
|
|
3.4
|
%
|
|
3.5
|
%
|
|
3.8
|
%
|
|
3.4
|
%
|
|
|
|
|
December 31, 2016
|
||||||||||||
(In millions)
|
Outstanding
Face
Amount
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Fair
Value
Hierarchy
|
||||||
Bank credit facility
|
$
|
1,782.5
|
|
|
$
|
1,752.1
|
|
|
$
|
1,791.9
|
|
|
Level 2
|
6.875% senior notes due 2023
|
750.0
|
|
|
738.8
|
|
|
806.2
|
|
|
Level 1
|
|||
6.375% senior notes due 2026
|
750.0
|
|
|
738.0
|
|
|
804.4
|
|
|
Level 1
|
|||
Other
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|
Level 3
|
|||
Total long-term debt
|
$
|
3,283.1
|
|
|
$
|
3,229.5
|
|
|
$
|
3,403.1
|
|
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
(In thousands, except share data)
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
193,862
|
|
|
$
|
158,821
|
|
Restricted cash
|
16,488
|
|
|
19,030
|
|
||
Accounts receivable, net
|
30,371
|
|
|
25,289
|
|
||
Inventories
|
18,568
|
|
|
15,462
|
|
||
Prepaid expenses and other current assets
|
46,214
|
|
|
37,250
|
|
||
Income taxes receivable
|
2,444
|
|
|
1,380
|
|
||
Total current assets
|
307,947
|
|
|
257,232
|
|
||
Property and equipment, net
|
2,605,169
|
|
|
2,225,342
|
|
||
Other assets, net
|
49,205
|
|
|
48,341
|
|
||
Intangible assets, net
|
881,954
|
|
|
890,054
|
|
||
Goodwill, net
|
826,476
|
|
|
685,310
|
|
||
Investment in unconsolidated subsidiary held for sale
|
—
|
|
|
244,621
|
|
||
Total assets
|
$
|
4,670,751
|
|
|
$
|
4,350,900
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
30,336
|
|
|
$
|
29,750
|
|
Accounts payable
|
84,086
|
|
|
75,803
|
|
||
Accrued liabilities
|
251,082
|
|
|
249,518
|
|
||
Total current liabilities
|
365,504
|
|
|
355,071
|
|
||
Long-term debt, net of current maturities and debt issuance costs
|
3,199,119
|
|
|
3,239,799
|
|
||
Deferred income taxes
|
83,980
|
|
|
162,189
|
|
||
Other long-term tax liabilities
|
3,307
|
|
|
3,085
|
|
||
Other liabilities
|
84,715
|
|
|
82,745
|
|
||
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; 112,896,377 and 111,614,420 shares outstanding
|
1,129
|
|
|
1,117
|
|
||
Additional paid-in capital
|
953,440
|
|
|
945,041
|
|
||
Retained earnings (accumulated deficit)
|
(19,878
|
)
|
|
(437,881
|
)
|
||
Accumulated other comprehensive income (loss)
|
(615
|
)
|
|
(316
|
)
|
||
Total Boyd Gaming Corporation stockholders’ equity
|
934,076
|
|
|
507,961
|
|
||
Noncontrolling interest
|
50
|
|
|
50
|
|
||
Total stockholders’ equity
|
934,126
|
|
|
508,011
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,670,751
|
|
|
$
|
4,350,900
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
Gaming
|
$
|
1,820,176
|
|
|
$
|
1,847,167
|
|
|
$
|
1,799,724
|
|
Food and beverage
|
306,145
|
|
|
307,442
|
|
|
303,404
|
|
|||
Room
|
170,816
|
|
|
163,509
|
|
|
157,427
|
|
|||
Other
|
122,416
|
|
|
123,959
|
|
|
122,237
|
|
|||
Gross revenues
|
2,419,553
|
|
|
2,442,077
|
|
|
2,382,792
|
|
|||
Less promotional allowances
|
235,577
|
|
|
242,645
|
|
|
240,537
|
|
|||
Net revenues
|
2,183,976
|
|
|
2,199,432
|
|
|
2,142,255
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
||||||
Gaming
|
880,716
|
|
|
900,922
|
|
|
888,414
|
|
|||
Food and beverage
|
170,053
|
|
|
168,096
|
|
|
168,730
|
|
|||
Room
|
44,245
|
|
|
41,298
|
|
|
41,132
|
|
|||
Other
|
76,719
|
|
|
80,508
|
|
|
86,166
|
|
|||
Selling, general and administrative
|
322,009
|
|
|
322,420
|
|
|
327,599
|
|
|||
Maintenance and utilities
|
100,020
|
|
|
104,548
|
|
|
109,526
|
|
|||
Depreciation and amortization
|
196,226
|
|
|
207,118
|
|
|
208,915
|
|
|||
Corporate expense
|
72,668
|
|
|
76,941
|
|
|
75,626
|
|
|||
Project development, preopening and writedowns
|
22,107
|
|
|
6,907
|
|
|
13,747
|
|
|||
Impairments of assets
|
38,302
|
|
|
18,565
|
|
|
48,681
|
|
|||
Other operating items, net
|
284
|
|
|
907
|
|
|
(13
|
)
|
|||
Total operating costs and expenses
|
1,923,349
|
|
|
1,928,230
|
|
|
1,968,523
|
|
|||
Operating income
|
260,627
|
|
|
271,202
|
|
|
173,732
|
|
|||
Other expense (income)
|
|
|
|
|
|
||||||
Interest income
|
(2,961
|
)
|
|
(1,858
|
)
|
|
(1,879
|
)
|
|||
Interest expense, net of amounts capitalized
|
212,692
|
|
|
224,590
|
|
|
230,060
|
|
|||
Loss on early extinguishments and modifications of debt
|
42,364
|
|
|
40,733
|
|
|
1,536
|
|
|||
Other, net
|
545
|
|
|
3,676
|
|
|
48
|
|
|||
Total other expense, net
|
252,640
|
|
|
267,141
|
|
|
229,765
|
|
|||
Income (loss) from continuing operations before income taxes
|
7,987
|
|
|
4,061
|
|
|
(56,033
|
)
|
|||
Income taxes benefit
|
197,486
|
|
|
6,634
|
|
|
5,408
|
|
|||
Income (loss) from continuing operations, net of tax
|
205,473
|
|
|
10,695
|
|
|
(50,625
|
)
|
|||
Income from discontinued operations, net of tax
|
212,530
|
|
|
36,539
|
|
|
8,987
|
|
|||
Income from discontinued operations attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
(11,403
|
)
|
|||
Net income (loss) attributable to Boyd Gaming Corporation
|
$
|
418,003
|
|
|
$
|
47,234
|
|
|
$
|
(53,041
|
)
|
|
|
|
|
|
|
||||||
Basic net income (loss) per common share
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
1.79
|
|
|
$
|
0.10
|
|
|
$
|
(0.46
|
)
|
Discontinued operations
|
1.86
|
|
|
0.32
|
|
|
(0.02
|
)
|
|||
Basic net income (loss) per common share
|
$
|
3.65
|
|
|
$
|
0.42
|
|
|
$
|
(0.48
|
)
|
Weighted average basic shares outstanding
|
114,507
|
|
|
112,789
|
|
|
109,979
|
|
|||
|
|
|
|
|
|
||||||
Diluted net income (loss) per common share
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
1.78
|
|
|
$
|
0.10
|
|
|
$
|
(0.46
|
)
|
Discontinued operations
|
1.85
|
|
|
0.32
|
|
|
(0.02
|
)
|
|||
Diluted net income (loss) per common share
|
$
|
3.63
|
|
|
$
|
0.42
|
|
|
$
|
(0.48
|
)
|
Weighted average diluted shares outstanding
|
115,189
|
|
|
113,676
|
|
|
109,979
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
418,003
|
|
|
$
|
47,234
|
|
|
$
|
(53,041
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Fair value of adjustments to available-for-sale securities
|
(299
|
)
|
|
(263
|
)
|
|
1,464
|
|
|||
Comprehensive income (loss)
|
$
|
417,704
|
|
|
$
|
46,971
|
|
|
$
|
(51,577
|
)
|
|
Boyd Gaming Corporation Stockholders’ Equity
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
Retained
|
|
Accumulated
|
|
|
|
|
|||||||||||||
|
|
|
|
|
Additional
|
|
Earnings/
|
|
Other
|
|
|
|
Total
|
|||||||||||||
|
Common Stock
|
|
Paid-in
|
|
(Accumulated
|
|
Comprehensive
|
|
Noncontrolling
|
|
Stockholders'
|
|||||||||||||||
(In thousands, except share data)
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit)
|
|
Loss, Net
|
|
Interest
|
|
Equity
|
|||||||||||||
Balances, January 1, 2014
|
108,155,002
|
|
|
$
|
1,082
|
|
|
$
|
902,496
|
|
|
$
|
(432,074
|
)
|
|
$
|
(1,517
|
)
|
|
$
|
180,450
|
|
|
$
|
650,437
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,041
|
)
|
|
—
|
|
|
11,403
|
|
|
(41,638
|
)
|
||||||
Comprehensive income attributable to Boyd
|
—
|
|
|
—
|
|
|
(640
|
)
|
|
—
|
|
|
1,464
|
|
|
—
|
|
|
824
|
|
||||||
Stock options exercised
|
562,234
|
|
|
6
|
|
|
4,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,152
|
|
||||||
Release of restricted stock units, net of tax
|
559,824
|
|
|
5
|
|
|
(2,366
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,361
|
)
|
||||||
Share-based compensation costs
|
—
|
|
|
—
|
|
|
18,476
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,476
|
|
||||||
Noncontrolling interests contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||||
Deconsolidation of Borgata
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(191,833
|
)
|
|
(191,833
|
)
|
||||||
Balances, December 31, 2014
|
109,277,060
|
|
|
1,093
|
|
|
922,112
|
|
|
(485,115
|
)
|
|
(53
|
)
|
|
50
|
|
|
438,087
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
47,234
|
|
|
—
|
|
|
—
|
|
|
47,234
|
|
||||||
Comprehensive loss attributable to Boyd
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(263
|
)
|
|
—
|
|
|
(263
|
)
|
||||||
Stock options exercised
|
1,301,789
|
|
|
13
|
|
|
9,794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,807
|
|
||||||
Release of restricted stock units, net of tax
|
553,822
|
|
|
6
|
|
|
(3,678
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,672
|
)
|
||||||
Release of performance stock units, net of tax
|
481,749
|
|
|
5
|
|
|
(2,451
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,446
|
)
|
||||||
Share-based compensation costs
|
—
|
|
|
—
|
|
|
19,264
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,264
|
|
||||||
Balances, December 31, 2015
|
111,614,420
|
|
|
1,117
|
|
|
945,041
|
|
|
(437,881
|
)
|
|
(316
|
)
|
|
50
|
|
|
508,011
|
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
418,003
|
|
|
—
|
|
|
—
|
|
|
418,003
|
|
||||||
Comprehensive loss attributable to Boyd
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
|
(299
|
)
|
||||||
Stock options exercised
|
452,898
|
|
|
4
|
|
|
2,936
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,940
|
|
||||||
Release of restricted stock units, net of tax
|
670,032
|
|
|
6
|
|
|
(3,374
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,368
|
)
|
||||||
Release of performance stock units, net of tax
|
159,027
|
|
|
2
|
|
|
(869
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(867
|
)
|
||||||
Tax effect from share-based compensation arrangements
|
—
|
|
|
—
|
|
|
(5,812
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,812
|
)
|
||||||
Share-based compensation costs
|
—
|
|
|
—
|
|
|
15,518
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,518
|
|
||||||
Balances, December 31, 2016
|
112,896,377
|
|
|
$
|
1,129
|
|
|
$
|
953,440
|
|
|
$
|
(19,878
|
)
|
|
$
|
(615
|
)
|
|
$
|
50
|
|
|
$
|
934,126
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
418,003
|
|
|
$
|
47,234
|
|
|
$
|
(53,041
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Income from discontinued operations, net of tax
|
(212,530
|
)
|
|
(36,539
|
)
|
|
(8,987
|
)
|
|||
Income from discontinued operations attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
11,403
|
|
|||
Depreciation and amortization
|
196,226
|
|
|
207,118
|
|
|
208,915
|
|
|||
Amortization of debt financing costs and discounts on debt
|
14,870
|
|
|
21,308
|
|
|
22,377
|
|
|||
Share-based compensation expense
|
15,518
|
|
|
19,264
|
|
|
18,476
|
|
|||
Deferred income taxes
|
(199,051
|
)
|
|
16,846
|
|
|
(870
|
)
|
|||
Non-cash impairment of assets
|
38,302
|
|
|
18,565
|
|
|
48,681
|
|
|||
Gain on sale of assets
|
(6,288
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on early extinguishments and modifications of debt
|
42,364
|
|
|
40,733
|
|
|
1,536
|
|
|||
Other operating activities
|
1,625
|
|
|
2,145
|
|
|
467
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
2,542
|
|
|
(923
|
)
|
|
2,579
|
|
|||
Accounts receivable, net
|
45
|
|
|
1,971
|
|
|
6,988
|
|
|||
Inventories
|
884
|
|
|
(301
|
)
|
|
374
|
|
|||
Prepaid expenses and other current assets
|
1,691
|
|
|
(4,275
|
)
|
|
2,161
|
|
|||
Current other tax asset
|
—
|
|
|
1,802
|
|
|
88
|
|
|||
Income taxes receivable
|
(1,064
|
)
|
|
(137
|
)
|
|
(1,137
|
)
|
|||
Other assets, net
|
(626
|
)
|
|
922
|
|
|
2,146
|
|
|||
Accounts payable and accrued liabilities
|
(11,824
|
)
|
|
13,207
|
|
|
28,572
|
|
|||
Other long-term tax liabilities
|
222
|
|
|
(25,566
|
)
|
|
(1,067
|
)
|
|||
Other liabilities
|
1,972
|
|
|
2,377
|
|
|
237
|
|
|||
Net cash provided by operating activities
|
302,881
|
|
|
325,751
|
|
|
289,898
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(160,358
|
)
|
|
(131,170
|
)
|
|
(137,751
|
)
|
|||
Cash paid for acquisitions, net of cash received
|
(592,703
|
)
|
|
—
|
|
|
—
|
|
|||
Investments in and advances to unconsolidated subsidiaries, net
|
—
|
|
|
—
|
|
|
153
|
|
|||
Other investing activities
|
14,207
|
|
|
4,528
|
|
|
(5,912
|
)
|
|||
Net cash used in investing activities
|
(738,854
|
)
|
|
(126,642
|
)
|
|
(143,510
|
)
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Borrowings under Boyd Gaming bank credit facility
|
2,039,175
|
|
|
1,033,500
|
|
|
830,400
|
|
|||
Payments under Boyd Gaming bank credit facility
|
(1,466,362
|
)
|
|
(1,211,200
|
)
|
|
(910,700
|
)
|
|||
Borrowings under Peninsula bank credit facility
|
237,000
|
|
|
345,500
|
|
|
317,400
|
|
|||
Payments under Peninsula bank credit facility
|
(899,750
|
)
|
|
(425,150
|
)
|
|
(377,150
|
)
|
|||
Proceeds from issuance of senior notes
|
750,000
|
|
|
750,000
|
|
|
—
|
|
|||
Debt financing costs, net
|
(42,220
|
)
|
|
(14,004
|
)
|
|
(83
|
)
|
|||
Retirements of senior notes
|
(700,000
|
)
|
|
(657,813
|
)
|
|
—
|
|
|||
Premium and consent fees paid
|
(15,750
|
)
|
|
(24,246
|
)
|
|
—
|
|
|||
Payments under note payable
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||
Share-based compensation activities, net
|
(1,295
|
)
|
|
3,689
|
|
|
1,791
|
|
|||
Other financing activities
|
(45
|
)
|
|
—
|
|
|
30
|
|
|||
Net cash used in financing activities
|
(99,247
|
)
|
|
(199,724
|
)
|
|
(138,321
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Discontinued Operations
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
(27,796
|
)
|
|
14,095
|
|
|
32,961
|
|
|||
Cash flows from investing activities
|
598,057
|
|
|
—
|
|
|
(36,470
|
)
|
|||
Cash flows from financing activities
|
—
|
|
|
—
|
|
|
(37,055
|
)
|
|||
Net cash provided by (used in) discontinued operations
|
570,261
|
|
|
14,095
|
|
|
(40,564
|
)
|
|||
Change in cash and cash equivalents
|
35,041
|
|
|
13,480
|
|
|
(32,497
|
)
|
|||
Cash and cash equivalents, beginning of period
|
158,821
|
|
|
145,341
|
|
|
140,311
|
|
|||
Change in cash classified as discontinued operations
|
—
|
|
|
—
|
|
|
37,527
|
|
|||
Cash and cash equivalents, end of period
|
$
|
193,862
|
|
|
$
|
158,821
|
|
|
$
|
145,341
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid for interest, net of amounts capitalized
|
$
|
197,475
|
|
|
$
|
178,433
|
|
|
$
|
203,758
|
|
Cash paid (received) for income taxes, net of refunds
|
33,723
|
|
|
(1,159
|
)
|
|
1,255
|
|
|||
Supplemental Schedule of Non-cash Investing and Financing Activities
|
|
|
|
|
|
||||||
Payables incurred for capital expenditures
|
$
|
9,334
|
|
|
$
|
7,235
|
|
|
$
|
16,844
|
|
Las Vegas Locals
|
|
Gold Coast Hotel and Casino
|
Las Vegas, Nevada
|
The Orleans Hotel and Casino
|
Las Vegas, Nevada
|
Sam's Town Hotel and Gambling Hall
|
Las Vegas, Nevada
|
Suncoast Hotel and Casino
|
Las Vegas, Nevada
|
Eastside Cannery Casino and Hotel
|
Las Vegas, Nevada
|
Aliante Casino + Hotel + Spa
|
North Las Vegas, Nevada
|
Cannery Casino Hotel
|
North Las Vegas, Nevada
|
Eldorado Casino
|
Henderson, Nevada
|
Jokers Wild Casino
|
Henderson, Nevada
|
|
|
Downtown Las Vegas
|
|
California Hotel and Casino
|
Las Vegas, Nevada
|
Fremont Hotel and Casino
|
Las Vegas, Nevada
|
Main Street Station Casino, Brewery and Hotel
|
Las Vegas, Nevada
|
|
|
Midwest and South
|
|
Par-A-Dice Hotel Casino
|
East Peoria, Illinois
|
Blue Chip Casino, Hotel & Spa
|
Michigan City, Indiana
|
Diamond Jo Dubuque
|
Dubuque, Iowa
|
Diamond Jo Worth
|
Northwood, Iowa
|
Kansas Star Casino
|
Mulvane, Kansas
|
Amelia Belle Casino
|
Amelia, Louisiana
|
Delta Downs Racetrack Casino & Hotel
|
Vinton, Louisiana
|
Evangeline Downs Racetrack and Casino
|
Opelousas, Louisiana
|
Sam's Town Hotel and Casino
|
Shreveport, Louisiana
|
Treasure Chest Casino
|
Kenner, Louisiana
|
IP Casino Resort Spa
|
Biloxi, Mississippi
|
Sam's Town Hotel and Gambling Hall
|
Tunica, Mississippi
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance, January 1,
|
$
|
2,087
|
|
|
$
|
1,971
|
|
|
$
|
2,913
|
|
Additions due to Acquisitions
|
87
|
|
|
—
|
|
|
—
|
|
|||
Additions
|
345
|
|
|
361
|
|
|
277
|
|
|||
Deductions
|
(548
|
)
|
|
(245
|
)
|
|
(1,219
|
)
|
|||
Ending balance
|
$
|
1,971
|
|
|
$
|
2,087
|
|
|
$
|
1,971
|
|
Building and improvements
|
3 through 40 years
|
Riverboats and barges
|
5 through 40 years
|
Furniture and equipment
|
1 through 10 years
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
30,068
|
|
|
$
|
33,004
|
|
|
$
|
32,507
|
|
Additions
|
|
|
|
|
|
||||||
Charged to costs and expenses
|
79,685
|
|
|
80,311
|
|
|
80,734
|
|
|||
Due to acquisitions
|
14
|
|
|
—
|
|
|
—
|
|
|||
Payments made
|
(78,745
|
)
|
|
(83,247
|
)
|
|
(80,237
|
)
|
|||
Ending balance
|
$
|
31,022
|
|
|
$
|
30,068
|
|
|
$
|
33,004
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Rooms
|
$
|
74,937
|
|
|
$
|
77,177
|
|
|
$
|
77,751
|
|
Food and beverage
|
146,946
|
|
|
150,598
|
|
|
151,677
|
|
|||
Other
|
13,694
|
|
|
14,870
|
|
|
11,109
|
|
|||
Total promotional allowances
|
$
|
235,577
|
|
|
$
|
242,645
|
|
|
$
|
240,537
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Rooms
|
$
|
33,514
|
|
|
$
|
35,605
|
|
|
$
|
36,837
|
|
Food and beverage
|
130,941
|
|
|
133,717
|
|
|
138,040
|
|
|||
Other
|
12,417
|
|
|
12,290
|
|
|
11,407
|
|
|||
Total cost of promotional allowances
|
$
|
176,872
|
|
|
$
|
181,612
|
|
|
$
|
186,284
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Expected stock price volatility
|
46.62
|
%
|
|
49.06
|
%
|
|
54.14
|
%
|
|||
Risk-free interest rate
|
1.39
|
%
|
|
1.59
|
%
|
|
1.64
|
%
|
|||
Expected option life (in years)
|
5.4
|
|
|
5.3
|
|
|
5.4
|
|
|||
Estimated fair value per share
|
$
|
7.67
|
|
|
$
|
9.06
|
|
|
$
|
5.70
|
|
(In thousands)
|
As Recorded
|
||
Current assets
|
$
|
29,929
|
|
Property and equipment
|
181,757
|
|
|
Intangible assets
|
16,330
|
|
|
Total acquired assets
|
228,016
|
|
|
Current liabilities
|
15,850
|
|
|
Total liabilities assumed
|
15,850
|
|
|
Net identifiable assets acquired
|
212,166
|
|
|
Goodwill
|
26,401
|
|
|
Net assets acquired
|
$
|
238,567
|
|
(In thousands)
|
Useful Lives
|
|
As Recorded
|
||
Land
|
|
|
$
|
6,650
|
|
Buildings and improvements
|
10 - 40 years
|
|
167,208
|
|
|
Furniture and equipment
|
3 - 7 years
|
|
7,264
|
|
|
Construction in progress
|
|
|
635
|
|
|
Property and equipment acquired
|
|
|
$
|
181,757
|
|
(In thousands)
|
As Recorded
|
||
Current assets
|
$
|
31,886
|
|
Property and equipment
|
226,309
|
|
|
Intangible and other assets
|
20,791
|
|
|
Total acquired assets
|
278,986
|
|
|
Current liabilities
|
5,693
|
|
|
Other liabilities
|
636
|
|
|
Total liabilities assumed
|
6,329
|
|
|
Net identifiable assets acquired
|
272,657
|
|
|
Goodwill
|
126,489
|
|
|
Net assets acquired
|
$
|
399,146
|
|
(In thousands)
|
Useful Lives
|
|
As Recorded
|
||
Land
|
|
|
$
|
16,680
|
|
Buildings and improvements
|
10 - 45 years
|
|
200,770
|
|
|
Furniture and equipment
|
3 - 7 years
|
|
8,217
|
|
|
Construction in progress
|
|
|
642
|
|
|
Property and equipment acquired
|
|
|
$
|
226,309
|
|
|
Seven Months Ended
|
|
Twelve Months Ended
|
|
Three Months Ended
|
||||||
(In thousands)
|
July 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
Net revenues
|
$
|
485,510
|
|
|
$
|
804,166
|
|
|
$
|
179,147
|
|
Operating expenses
|
366,812
|
|
|
657,324
|
|
|
157,896
|
|
|||
Operating income
|
118,698
|
|
|
146,842
|
|
|
21,251
|
|
|||
Interest expense
|
26,378
|
|
|
59,681
|
|
|
17,431
|
|
|||
Loss on early extinguishments of debt
|
1,628
|
|
|
18,895
|
|
|
740
|
|
|||
State income tax expense (benefit)
|
8,274
|
|
|
(3,731
|
)
|
|
446
|
|
|||
Net income
|
$
|
82,418
|
|
|
$
|
71,997
|
|
|
$
|
2,634
|
|
|
December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Land
|
$
|
251,316
|
|
|
$
|
229,857
|
|
Buildings and improvements
|
2,915,664
|
|
|
2,539,578
|
|
||
Furniture and equipment
|
1,243,724
|
|
|
1,152,277
|
|
||
Riverboats and barges
|
239,264
|
|
|
238,743
|
|
||
Construction in progress
|
86,226
|
|
|
42,497
|
|
||
Other
|
726
|
|
|
7,404
|
|
||
Total property and equipment
|
4,736,920
|
|
|
4,210,356
|
|
||
Less accumulated depreciation
|
2,131,751
|
|
|
1,985,014
|
|
||
Property and equipment, net
|
$
|
2,605,169
|
|
|
$
|
2,225,342
|
|
|
December 31, 2016
|
||||||||||||||||
|
Weighted
|
|
Gross
|
|
|
|
Cumulative
|
|
|
||||||||
|
Average Life
|
|
Carrying
|
|
Cumulative
|
|
Impairment
|
|
Intangible
|
||||||||
(In thousands)
|
Remaining
|
|
Value
|
|
Amortization
|
|
Losses
|
|
Assets, Net
|
||||||||
Amortizing intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
1.1 years
|
|
$
|
144,780
|
|
|
$
|
(125,318
|
)
|
|
$
|
—
|
|
|
$
|
19,462
|
|
Favorable lease rates
|
31.4 years
|
|
45,370
|
|
|
(13,039
|
)
|
|
—
|
|
|
32,331
|
|
||||
Development agreement
|
—
|
|
21,373
|
|
|
—
|
|
|
—
|
|
|
21,373
|
|
||||
|
|
|
211,523
|
|
|
(138,357
|
)
|
|
—
|
|
|
73,166
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
Indefinite
|
|
153,687
|
|
|
—
|
|
|
(4,300
|
)
|
|
149,387
|
|
||||
Gaming license rights
|
Indefinite
|
|
873,335
|
|
|
(33,960
|
)
|
|
(179,974
|
)
|
|
659,401
|
|
||||
|
|
|
1,027,022
|
|
|
(33,960
|
)
|
|
(184,274
|
)
|
|
808,788
|
|
||||
Balance, December 31, 2016
|
|
|
$
|
1,238,545
|
|
|
$
|
(172,317
|
)
|
|
$
|
(184,274
|
)
|
|
$
|
881,954
|
|
|
December 31, 2015
|
||||||||||||||||
|
Weighted
|
|
Gross
|
|
|
|
Cumulative
|
|
|
||||||||
|
Average Life
|
|
Carrying
|
|
Cumulative
|
|
Impairment
|
|
Intangible
|
||||||||
(In thousands)
|
Remaining
|
|
Value
|
|
Amortization
|
|
Losses
|
|
Assets, Net
|
||||||||
Amortizing intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
1.9 years
|
|
$
|
136,300
|
|
|
$
|
(109,994
|
)
|
|
$
|
—
|
|
|
$
|
26,306
|
|
Favorable lease rates
|
32.4 years
|
|
45,370
|
|
|
(11,997
|
)
|
|
—
|
|
|
33,373
|
|
||||
Development agreement
|
—
|
|
21,373
|
|
|
—
|
|
|
—
|
|
|
21,373
|
|
||||
|
|
|
203,043
|
|
|
(121,991
|
)
|
|
—
|
|
|
81,052
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
Indefinite
|
|
129,501
|
|
|
—
|
|
|
(3,500
|
)
|
|
126,001
|
|
||||
Gaming license rights
|
Indefinite
|
|
873,335
|
|
|
(33,960
|
)
|
|
(156,374
|
)
|
|
683,001
|
|
||||
|
|
|
1,002,836
|
|
|
(33,960
|
)
|
|
(159,874
|
)
|
|
809,002
|
|
||||
Balance, December 31, 2015
|
|
|
$
|
1,205,879
|
|
|
$
|
(155,951
|
)
|
|
$
|
(159,874
|
)
|
|
$
|
890,054
|
|
(In thousands)
|
Customer Relationships
|
|
Favorable Lease Rates
|
|
Development Agreements
|
|
Trademarks
|
|
Gaming License Rights
|
|
Intangible Assets, Net
|
||||||||||||
Balance, January 1, 2014
|
$
|
85,267
|
|
|
$
|
35,458
|
|
|
$
|
21,373
|
|
|
$
|
128,287
|
|
|
$
|
740,275
|
|
|
$
|
1,010,660
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
(39,772
|
)
|
|
(40,072
|
)
|
||||||
Amortization
|
(33,309
|
)
|
|
(1,044
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,353
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|
(2,000
|
)
|
||||||
Balance, December 31, 2014
|
51,958
|
|
|
34,414
|
|
|
21,373
|
|
|
126,001
|
|
|
700,503
|
|
|
934,249
|
|
||||||
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,502
|
)
|
|
(17,502
|
)
|
||||||
Amortization
|
(25,652
|
)
|
|
(1,041
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,693
|
)
|
||||||
Balance, December 31, 2015
|
26,306
|
|
|
33,373
|
|
|
21,373
|
|
|
126,001
|
|
|
683,001
|
|
|
890,054
|
|
||||||
Additions
|
8,480
|
|
|
—
|
|
|
—
|
|
|
24,200
|
|
|
—
|
|
|
32,680
|
|
||||||
Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
(800
|
)
|
|
(23,600
|
)
|
|
(24,400
|
)
|
||||||
Amortization
|
(15,324
|
)
|
|
(1,042
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,366
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Balance, December 31, 2016
|
$
|
19,462
|
|
|
$
|
32,331
|
|
|
$
|
21,373
|
|
|
$
|
149,387
|
|
|
$
|
659,401
|
|
|
$
|
881,954
|
|
(In thousands)
|
|
Customer Relationships
|
|
Favorable Lease Rates
|
|
Total
|
||||||
For the year ending December 31,
|
|
|
|
|
|
|
||||||
2017
|
|
$
|
14,599
|
|
|
$
|
1,043
|
|
|
$
|
15,642
|
|
2018
|
|
2,308
|
|
|
1,043
|
|
|
3,351
|
|
|||
2019
|
|
1,529
|
|
|
1,043
|
|
|
2,572
|
|
|||
2020
|
|
828
|
|
|
1,043
|
|
|
1,871
|
|
|||
2021
|
|
198
|
|
|
1,043
|
|
|
1,241
|
|
|||
Thereafter
|
|
—
|
|
|
27,116
|
|
|
27,116
|
|
|||
Total future amortization
|
|
$
|
19,462
|
|
|
$
|
32,331
|
|
|
$
|
51,793
|
|
(In thousands)
|
Gross Carrying Value
|
|
Cumulative Amortization
|
|
Cumulative Impairment Losses
|
|
Goodwill, Net
|
||||||||
Goodwill, net by Reportable Segment:
|
|
|
|
|
|
|
|
||||||||
Las Vegas Locals
|
$
|
531,819
|
|
|
$
|
—
|
|
|
$
|
(165,479
|
)
|
|
$
|
366,340
|
|
Downtown Las Vegas
|
6,997
|
|
|
(6,134
|
)
|
|
—
|
|
|
863
|
|
||||
Midwest and South
|
471,735
|
|
|
—
|
|
|
(12,462
|
)
|
|
459,273
|
|
||||
Balance, December 31, 2016
|
$
|
1,010,551
|
|
|
$
|
(6,134
|
)
|
|
$
|
(177,941
|
)
|
|
$
|
826,476
|
|
(In thousands)
|
|
Goodwill, Net
|
||
Balance, January 1, 2014
|
|
$
|
685,310
|
|
Additions
|
|
—
|
|
|
Impairments
|
|
—
|
|
|
Balance, December 31, 2014
|
|
685,310
|
|
|
Additions
|
|
—
|
|
|
Impairments
|
|
—
|
|
|
Balance, December 31, 2015
|
|
685,310
|
|
|
Additions
|
|
153,628
|
|
|
Impairments
|
|
(12,462
|
)
|
|
Balance, December 31, 2016
|
|
$
|
826,476
|
|
|
December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Payroll and related expenses
|
$
|
68,102
|
|
|
$
|
71,815
|
|
Interest
|
33,407
|
|
|
35,337
|
|
||
Gaming liabilities
|
41,942
|
|
|
37,496
|
|
||
Player loyalty program liabilities
|
19,076
|
|
|
18,491
|
|
||
Other accrued liabilities
|
88,555
|
|
|
86,379
|
|
||
Total accrued liabilities
|
$
|
251,082
|
|
|
$
|
249,518
|
|
|
|
|
December 31, 2016
|
|||||||||||||||
|
Interest
|
|
|
|
|
|
Unamortized
|
|
|
|||||||||
|
Rates at
|
|
Outstanding
|
|
Unamortized
|
|
Origination
|
|
Long-Term
|
|||||||||
(In thousands)
|
Dec. 31, 2016
|
|
Principal
|
|
Discount
|
|
Fees and Costs
|
|
Debt, Net
|
|||||||||
Bank credit facility
|
3.44
|
%
|
|
$
|
1,782,538
|
|
|
$
|
(1,888
|
)
|
|
$
|
(28,503
|
)
|
|
$
|
1,752,147
|
|
6.875% senior notes due 2023
|
6.88
|
%
|
|
750,000
|
|
|
—
|
|
|
(11,209
|
)
|
|
738,791
|
|
||||
6.375% senior notes due 2026
|
6.38
|
%
|
|
750,000
|
|
|
—
|
|
|
(12,074
|
)
|
|
737,926
|
|
||||
Other
|
5.80
|
%
|
|
591
|
|
|
—
|
|
|
—
|
|
|
591
|
|
||||
Total long-term debt
|
|
|
3,283,129
|
|
|
(1,888
|
)
|
|
(51,786
|
)
|
|
3,229,455
|
|
|||||
Less current maturities
|
|
|
30,336
|
|
|
—
|
|
|
—
|
|
|
30,336
|
|
|||||
Long-term debt, net
|
|
|
$
|
3,252,793
|
|
|
$
|
(1,888
|
)
|
|
$
|
(51,786
|
)
|
|
$
|
3,199,119
|
|
|
|
|
December 31, 2015
|
|||||||||||||||
|
Interest
|
|
|
|
|
|
Unamortized
|
|
|
|||||||||
|
Rates at
|
|
Outstanding
|
|
Unamortized
|
|
Origination
|
|
Long-Term
|
|||||||||
(In thousands)
|
Dec. 31, 2015
|
|
Principal
|
|
Discount
|
|
Fees and Costs
|
|
Debt, Net
|
|||||||||
Boyd Gaming Corporation Debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Bank credit facility
|
3.75
|
%
|
|
$
|
1,209,725
|
|
|
$
|
(2,702
|
)
|
|
$
|
(9,746
|
)
|
|
$
|
1,197,277
|
|
9.00% senior notes due 2020
|
9.00
|
%
|
|
350,000
|
|
|
—
|
|
|
(7,044
|
)
|
|
342,956
|
|
||||
6.875% senior notes due 2023
|
6.88
|
%
|
|
750,000
|
|
|
—
|
|
|
(12,934
|
)
|
|
737,066
|
|
||||
|
|
|
2,309,725
|
|
|
(2,702
|
)
|
|
(29,724
|
)
|
|
2,277,299
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Peninsula Gaming Debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Bank credit facility
|
4.25
|
%
|
|
662,750
|
|
|
—
|
|
|
(14,143
|
)
|
|
648,607
|
|
||||
8.375% senior notes due 2018
|
8.38
|
%
|
|
350,000
|
|
|
—
|
|
|
(6,357
|
)
|
|
343,643
|
|
||||
|
|
|
1,012,750
|
|
|
—
|
|
|
(20,500
|
)
|
|
992,250
|
|
|||||
Total long-term debt
|
|
|
3,322,475
|
|
|
(2,702
|
)
|
|
(50,224
|
)
|
|
3,269,549
|
|
|||||
Less current maturities
|
|
|
29,750
|
|
|
—
|
|
|
—
|
|
|
29,750
|
|
|||||
Long-term debt, net
|
|
|
$
|
3,292,725
|
|
|
$
|
(2,702
|
)
|
|
$
|
(50,224
|
)
|
|
$
|
3,239,799
|
|
|
December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Revolving Credit Facility
|
$
|
245,000
|
|
|
$
|
240,000
|
|
Term A Loan
|
222,188
|
|
|
183,275
|
|
||
Term B-1 Loan
|
271,750
|
|
|
730,750
|
|
||
Term B-2 Loan
|
997,500
|
|
|
—
|
|
||
Swing Loan
|
46,100
|
|
|
55,700
|
|
||
Total outstanding principal amounts
|
$
|
1,782,538
|
|
|
$
|
1,209,725
|
|
|
Maximum Total
|
||
For the Trailing Four Quarters Ending
|
Leverage Ratio
|
||
September 30, 2016 through December 31, 2016
|
7.75
|
to
|
1.00
|
March 31, 2017 through December 31, 2017
|
7.00
|
to
|
1.00
|
March 31, 2018 through December 31, 2018
|
6.25
|
to
|
1.00
|
March 31, 2019 through December 31, 2019
|
6.00
|
to
|
1.00
|
March 31, 2020 through December 31, 2020
|
5.75
|
to
|
1.00
|
March 31, 2021 and thereafter
|
5.50
|
to
|
1.00
|
|
Maximum Secured
|
||
For the Trailing Four Quarters Ending
|
Leverage Ratio
|
||
September 30, 2016 through December 31, 2017
|
4.50
|
to
|
1.00
|
March 31, 2018 through December 31, 2018
|
4.00
|
to
|
1.00
|
March 31, 2019 through December 31, 2019
|
3.75
|
to
|
1.00
|
March 31, 2020 and thereafter
|
3.50
|
to
|
1.00
|
(In thousands)
|
|
||
Term Loan
|
$
|
647,750
|
|
Revolving Credit Facility
|
9,000
|
|
|
Swing Loan
|
6,000
|
|
|
Total outstanding principal amounts under the Peninsula Credit Facility
|
$
|
662,750
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
9.00% Senior Notes premium and consent fees
|
$
|
15,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
9.00% Senior Notes deferred finance charges
|
5,976
|
|
|
—
|
|
|
—
|
|
|||
8.375% Senior Notes deferred finance charges
|
4,497
|
|
|
—
|
|
|
—
|
|
|||
9.125% Senior Notes premium and consent fees
|
—
|
|
|
23,962
|
|
|
—
|
|
|||
9.125% Senior Notes deferred finance charges
|
—
|
|
|
4,888
|
|
|
—
|
|
|||
HoldCo Note
|
—
|
|
|
7,819
|
|
|
—
|
|
|||
Boyd Gaming Credit Facility deferred finance charges
|
6,629
|
|
|
1,978
|
|
|
—
|
|
|||
Peninsula Credit Facility deferred finance charges
|
9,512
|
|
|
2,086
|
|
|
1,536
|
|
|||
Total loss on early extinguishments and modifications of debt
|
$
|
42,364
|
|
|
$
|
40,733
|
|
|
$
|
1,536
|
|
(In thousands)
|
Total
|
||
For the year ending December 31,
|
|
||
2017
|
$
|
30,336
|
|
2018
|
76,441
|
|
|
2019
|
30,346
|
|
|
2020
|
266,102
|
|
|
2021
|
432,295
|
|
|
Thereafter
|
2,447,609
|
|
|
Total outstanding principal of long-term debt
|
$
|
3,283,129
|
|
|
December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
||||
Federal net operating loss carryforwards
|
$
|
201,978
|
|
|
$
|
308,738
|
|
State net operating loss carryforwards
|
38,715
|
|
|
47,711
|
|
||
Share-based compensation
|
26,344
|
|
|
32,524
|
|
||
Other
|
61,289
|
|
|
43,936
|
|
||
Gross deferred tax assets
|
328,326
|
|
|
432,909
|
|
||
Valuation allowance
|
(28,402
|
)
|
|
(247,761
|
)
|
||
Deferred tax assets, net of valuation allowance
|
299,924
|
|
|
185,148
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Difference between book and tax basis of property and intangible assets
|
337,654
|
|
|
322,387
|
|
||
State tax liability
|
31,443
|
|
|
13,428
|
|
||
Other
|
14,807
|
|
|
11,522
|
|
||
Gross deferred tax liabilities
|
383,904
|
|
|
347,337
|
|
||
Deferred tax liabilities, net
|
$
|
83,980
|
|
|
$
|
162,189
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
442
|
|
State
|
1,242
|
|
|
2,052
|
|
|
(289
|
)
|
|||
Total current taxes provision (benefit)
|
1,242
|
|
|
2,052
|
|
|
153
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(190,207
|
)
|
|
(9,493
|
)
|
|
(6,336
|
)
|
|||
State
|
(8,521
|
)
|
|
807
|
|
|
775
|
|
|||
Total deferred taxes provision (benefit)
|
(198,728
|
)
|
|
(8,686
|
)
|
|
(5,561
|
)
|
|||
Provision (benefit) for income taxes from continuing operations
|
$
|
(197,486
|
)
|
|
$
|
(6,634
|
)
|
|
$
|
(5,408
|
)
|
|
|
|
|
|
|
||||||
Provision (benefit) for income taxes included on the consolidated statement of operations
|
|
|
|
|
|
||||||
Provision (benefit) for income taxes from continuing operations
|
$
|
(197,486
|
)
|
|
$
|
(6,634
|
)
|
|
$
|
(5,408
|
)
|
Provision (benefit) for income taxes from discontinued operations
|
146,379
|
|
|
(540
|
)
|
|
6,161
|
|
|||
Provision (benefit) for income taxes from continuing and discontinued operations
|
$
|
(51,107
|
)
|
|
$
|
(7,174
|
)
|
|
$
|
753
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefit, beginning of year
|
$
|
2,482
|
|
|
$
|
30,198
|
|
|
$
|
37,059
|
|
Additions:
|
|
|
|
|
|
||||||
Tax positions related to current year
|
—
|
|
|
—
|
|
|
487
|
|
|||
Reductions:
|
|
|
|
|
|
||||||
Tax positions related to the Deconsolidation of Borgata
|
—
|
|
|
—
|
|
|
(6,221
|
)
|
|||
Lapse of applicable statute of limitations
|
—
|
|
|
—
|
|
|
(1,097
|
)
|
|||
Tax position related to prior years
|
—
|
|
|
(27,716
|
)
|
|
(30
|
)
|
|||
Unrecognized tax benefits, end of year
|
$
|
2,482
|
|
|
$
|
2,482
|
|
|
$
|
30,198
|
|
|
Options
|
|
Weighted Average Option Price
|
|
Weighted Average Remaining Term
|
|
Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
(In years)
|
|
(In thousands)
|
|||||
Outstanding at January 1, 2014
|
9,143,910
|
|
|
$
|
26.62
|
|
|
|
|
|
||
Granted
|
244,351
|
|
|
11.57
|
|
|
|
|
|
|||
Canceled
|
(1,656,359
|
)
|
|
34.79
|
|
|
|
|
|
|||
Exercised
|
(562,234
|
)
|
|
7.39
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
7,169,668
|
|
|
25.73
|
|
|
|
|
|
|||
Granted
|
200,673
|
|
|
19.98
|
|
|
|
|
|
|||
Canceled
|
(1,463,497
|
)
|
|
39.82
|
|
|
|
|
|
|||
Exercised
|
(1,301,789
|
)
|
|
7.53
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
4,605,055
|
|
|
26.14
|
|
|
|
|
|
|||
Granted
|
216,509
|
|
|
17.50
|
|
|
|
|
|
|||
Canceled
|
(1,260,750
|
)
|
|
38.63
|
|
|
|
|
|
|||
Exercised
|
(452,898
|
)
|
|
6.49
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
3,107,916
|
|
|
$
|
23.36
|
|
|
3.9
|
|
$
|
15,739
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2015
|
4,085,555
|
|
|
$
|
27.65
|
|
|
3.1
|
|
$
|
18,145
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2016
|
2,696,315
|
|
|
$
|
24.27
|
|
|
3.1
|
|
$
|
14,587
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number Outstanding
|
|
Weighted-Average Remaining Contractual Life (Years)
|
|
Weighted-Average Exercise Price
|
|
Number Exercisable
|
|
Weighted-Average Exercise Price
|
||||||
$5.22-$7.55
|
|
411,659
|
|
|
4.2
|
|
$
|
6.74
|
|
|
411,659
|
|
|
$
|
6.74
|
|
8.34
|
|
310,546
|
|
|
3.8
|
|
8.34
|
|
|
310,546
|
|
|
8.34
|
|
||
9.86
|
|
375,678
|
|
|
6.6
|
|
9.86
|
|
|
375,678
|
|
|
9.86
|
|
||
11.57
|
|
244,351
|
|
|
7.2
|
|
11.57
|
|
|
174,061
|
|
|
11.57
|
|
||
17.75
|
|
216,509
|
|
|
9.9
|
|
17.75
|
|
|
—
|
|
|
—
|
|
||
19.98
|
|
200,673
|
|
|
8.4
|
|
19.98
|
|
|
75,871
|
|
|
19.98
|
|
||
33.31
|
|
25,000
|
|
|
1.0
|
|
33.31
|
|
|
25,000
|
|
|
33.31
|
|
||
38.11
|
|
380,000
|
|
|
0.9
|
|
38.11
|
|
|
380,000
|
|
|
38.11
|
|
||
39.78
|
|
943,500
|
|
|
0.8
|
|
39.78
|
|
|
943,500
|
|
|
39.78
|
|
||
$5.22-$39.78
|
|
3,107,916
|
|
|
3.9
|
|
$
|
23.36
|
|
|
2,696,315
|
|
|
$
|
24.27
|
|
|
Restricted Stock Units
|
|
Weighted Average Grant Date Fair Value
|
|
Outstanding at January 1, 2014
|
2,755,799
|
|
|
|
Granted
|
696,249
|
|
|
$11.63
|
Canceled
|
(201,660
|
)
|
|
|
Awarded
|
(715,892
|
)
|
|
|
Outstanding at December 31, 2014
|
2,534,496
|
|
|
|
Granted
|
541,016
|
|
|
$19.05
|
Canceled
|
(40,800
|
)
|
|
|
Awarded
|
(713,886
|
)
|
|
|
Outstanding at December 31, 2015
|
2,320,826
|
|
|
|
Granted
|
542,220
|
|
|
$18.06
|
Canceled
|
(30,400
|
)
|
|
|
Awarded
|
(871,528
|
)
|
|
|
Outstanding at December 31, 2016
|
1,961,118
|
|
|
|
|
Performance Stock Units
|
|
Weighted Average Grant Date Fair Value
|
|
Outstanding at January 1, 2014
|
821,633
|
|
|
|
Granted
|
694,294
|
|
|
$11.01
|
Canceled
|
(104,287
|
)
|
|
|
Awarded
|
—
|
|
|
|
Outstanding at December 31, 2014
|
1,411,640
|
|
|
|
Granted
|
240,156
|
|
|
$16.75
|
Performance Adjustment
|
264,306
|
|
|
|
Canceled
|
(2,677
|
)
|
|
|
Awarded
|
(663,945
|
)
|
|
|
Outstanding at December 31, 2015
|
1,249,480
|
|
|
|
Granted
|
241,235
|
|
|
$17.75
|
Performance Adjustment
|
(148,272
|
)
|
|
|
Canceled
|
—
|
|
|
|
Awarded
|
(213,365
|
)
|
|
|
Outstanding at December 31, 2016
|
1,129,078
|
|
|
|
|
Career Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Outstanding at January 1, 2014
|
894,307
|
|
|
|
Granted
|
122,015
|
|
|
$11.31
|
Canceled
|
(85,765
|
)
|
|
|
Awarded
|
(33,972
|
)
|
|
|
Outstanding at December 31, 2014
|
896,585
|
|
|
|
Granted
|
103,018
|
|
|
$12.51
|
Canceled
|
—
|
|
|
|
Awarded
|
(31,028
|
)
|
|
|
Outstanding at December 31, 2015
|
968,575
|
|
|
|
Granted
|
73,064
|
|
|
$19.01
|
Canceled
|
—
|
|
|
|
Awarded
|
—
|
|
|
|
Outstanding at December 31, 2016
|
1,041,639
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Stock Options
|
$
|
1,974
|
|
|
$
|
2,821
|
|
|
$
|
2,733
|
|
Restricted Stock Units
|
8,883
|
|
|
9,909
|
|
|
8,010
|
|
|||
Performance Stock Units
|
3,353
|
|
|
5,135
|
|
|
6,537
|
|
|||
Career Shares
|
1,308
|
|
|
1,399
|
|
|
1,196
|
|
|||
Total share-based compensation costs
|
$
|
15,518
|
|
|
$
|
19,264
|
|
|
$
|
18,476
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Gaming
|
$
|
428
|
|
|
$
|
393
|
|
|
$
|
387
|
|
Food and beverage
|
82
|
|
|
75
|
|
|
74
|
|
|||
Room
|
39
|
|
|
36
|
|
|
35
|
|
|||
Selling, general and administrative
|
2,176
|
|
|
1,996
|
|
|
1,965
|
|
|||
Corporate expense
|
12,793
|
|
|
16,764
|
|
|
16,207
|
|
|||
Other operating items, net
|
—
|
|
|
—
|
|
|
(192
|
)
|
|||
Total share-based compensation expense
|
$
|
15,518
|
|
|
$
|
19,264
|
|
|
$
|
18,476
|
|
(In thousands)
|
Holding Company
|
|
Other
|
|
Total
|
||||||
Beginning balance, January 1, 2014
|
$
|
180,430
|
|
|
$
|
20
|
|
|
$
|
180,450
|
|
Capital contributions
|
—
|
|
|
30
|
|
|
30
|
|
|||
Attributable net loss
|
11,403
|
|
|
—
|
|
|
11,403
|
|
|||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Deconsolidation of Borgata on September 30, 2014
|
(191,833
|
)
|
|
—
|
|
|
(191,833
|
)
|
|||
Balance, December 31, 2014
|
—
|
|
|
50
|
|
|
50
|
|
|||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Attributable net income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, December 31, 2015
|
—
|
|
|
50
|
|
|
50
|
|
|||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Attributable net income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, December 31, 2016
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
50
|
|
|
December 31, 2016
|
||||||||||||||
(In thousands)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
193,862
|
|
|
$
|
193,862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
16,488
|
|
|
16,488
|
|
|
—
|
|
|
—
|
|
||||
Investment available for sale
|
17,259
|
|
|
—
|
|
|
—
|
|
|
17,259
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent payments
|
$
|
3,038
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,038
|
|
|
December 31, 2015
|
||||||||||||||
(In thousands)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
158,821
|
|
|
$
|
158,821
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
19,030
|
|
|
19,030
|
|
|
—
|
|
|
—
|
|
||||
Investment available for sale
|
17,839
|
|
|
—
|
|
|
—
|
|
|
17,839
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent payments
|
$
|
3,632
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,632
|
|
|
December 31, 2016
|
||||||
|
Assets
|
|
Liabilities
|
||||
(In thousands)
|
Investment
Available for Sale |
|
Contingent
Payments
|
||||
Balance at January 1, 2016
|
$
|
17,839
|
|
|
$
|
(3,632
|
)
|
Total gains (losses) (realized or unrealized):
|
|
|
|
||||
Included in interest income (expense)
|
130
|
|
|
(600
|
)
|
||
Included in other comprehensive income (loss)
|
(299
|
)
|
|
—
|
|
||
Included in other items, net
|
—
|
|
|
346
|
|
||
Purchases, sales, issuances and settlements:
|
|
|
|
||||
Settlements
|
(411
|
)
|
|
848
|
|
||
Balance at December 31, 2016
|
$
|
17,259
|
|
|
$
|
(3,038
|
)
|
|
December 31, 2015
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
(In thousands)
|
Investment
Available for
Sale
|
|
Merger
Earnout
|
|
Contingent
Payments
|
||||||
Balance at January 1, 2015
|
$
|
18,357
|
|
|
$
|
(75
|
)
|
|
$
|
(3,792
|
)
|
Total gains (losses) (realized or unrealized):
|
|
|
|
|
|
||||||
Included in interest income (expense)
|
125
|
|
|
75
|
|
|
(627
|
)
|
|||
Included in other comprehensive income (loss)
|
(263
|
)
|
|
—
|
|
|
—
|
|
|||
Included in other items, net
|
—
|
|
|
—
|
|
|
(96
|
)
|
|||
Purchases, sales, issuances and settlements:
|
|
|
|
|
|
||||||
Settlements
|
(380
|
)
|
|
—
|
|
|
883
|
|
|||
Balance at December 31, 2015
|
$
|
17,839
|
|
|
$
|
—
|
|
|
$
|
(3,632
|
)
|
|
Valuation
Technique
|
|
Unobservable
Input
|
|
Rate
|
|
Investment available for sale
|
Discounted cash flow
|
|
Discount rate
|
|
10.3
|
%
|
|
December 31, 2016
|
||||||||||||
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
||||||
Liabilities
|
|
|
|
|
|
|
|
||||||
Obligation under assessment arrangements
|
$
|
33,456
|
|
|
$
|
26,660
|
|
|
$
|
27,054
|
|
|
Level 3
|
Other financial instruments
|
100
|
|
|
97
|
|
|
97
|
|
|
Level 3
|
|
December 31, 2015
|
||||||||||||
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
||||||
Liabilities
|
|
|
|
|
|
|
|
||||||
Obligation under assessment arrangements
|
$
|
35,126
|
|
|
$
|
27,660
|
|
|
$
|
28,381
|
|
|
Level 3
|
Other financial instruments
|
200
|
|
|
186
|
|
|
186
|
|
|
Level 3
|
|
December 31, 2016
|
||||||||||||
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
||||||
Credit Facility
|
$
|
1,782,538
|
|
|
$
|
1,752,147
|
|
|
$
|
1,791,853
|
|
|
Level 2
|
6.875% Senior Notes due 2023
|
750,000
|
|
|
738,791
|
|
|
806,250
|
|
|
Level 1
|
|||
6.375% Senior Notes due 2026
|
750,000
|
|
|
737,926
|
|
|
804,375
|
|
|
Level 1
|
|||
Other
|
591
|
|
|
591
|
|
|
591
|
|
|
Level 3
|
|||
Total debt
|
$
|
3,283,129
|
|
|
$
|
3,229,455
|
|
|
$
|
3,403,069
|
|
|
|
|
December 31, 2015
|
||||||||||||
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
||||||
Boyd Gaming Debt:
|
|
|
|
|
|
|
|
||||||
Credit Facility
|
$
|
1,209,725
|
|
|
$
|
1,197,277
|
|
|
$
|
1,202,870
|
|
|
Level 2
|
9.125% Senior Notes due 2018
|
350,000
|
|
|
342,956
|
|
|
372,750
|
|
|
Level 1
|
|||
6.875% Senior Notes due 2023
|
750,000
|
|
|
737,066
|
|
|
772,500
|
|
|
Level 1
|
|||
|
2,309,725
|
|
|
2,277,299
|
|
|
2,348,120
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Peninsula Gaming Debt:
|
|
|
|
|
|
|
|
||||||
Bank credit facility
|
662,750
|
|
|
648,607
|
|
|
661,131
|
|
|
Level 2
|
|||
8.375% Senior Notes due 2018
|
350,000
|
|
|
343,643
|
|
|
357,000
|
|
|
Level 2
|
|||
|
1,012,750
|
|
|
992,250
|
|
|
1,018,131
|
|
|
|
|||
Total debt
|
$
|
3,322,475
|
|
|
$
|
3,269,549
|
|
|
$
|
3,366,251
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net Revenues
|
|
|
|
|
|
||||||
Las Vegas Locals
|
$
|
647,867
|
|
|
$
|
610,107
|
|
|
$
|
592,652
|
|
Downtown Las Vegas
|
236,385
|
|
|
234,191
|
|
|
224,275
|
|
|||
Midwest and South
|
1,299,724
|
|
|
1,355,134
|
|
|
1,325,328
|
|
|||
Total Reportable Segment Net Revenues
|
$
|
2,183,976
|
|
|
$
|
2,199,432
|
|
|
$
|
2,142,255
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
|
|
|
|
||||||
Las Vegas Locals
|
$
|
176,420
|
|
|
$
|
157,312
|
|
|
$
|
144,397
|
|
Downtown Las Vegas
|
52,420
|
|
|
49,314
|
|
|
37,309
|
|
|||
Midwest and South
|
367,365
|
|
|
380,942
|
|
|
345,058
|
|
|||
Total Reportable Segment Adjusted EBITDA
|
596,205
|
|
|
587,568
|
|
|
526,764
|
|
|||
Corporate expense
|
(59,875
|
)
|
|
(60,177
|
)
|
|
(59,420
|
)
|
|||
Adjusted EBITDA
|
536,330
|
|
|
527,391
|
|
|
467,344
|
|
|||
|
|
|
|
|
|
||||||
Other operating costs and expenses
|
|
|
|
|
|
||||||
Deferred rent
|
3,266
|
|
|
3,428
|
|
|
3,616
|
|
|||
Depreciation and amortization
|
196,226
|
|
|
207,118
|
|
|
208,915
|
|
|||
Project development, preopening and writedowns
|
22,107
|
|
|
6,907
|
|
|
13,747
|
|
|||
Share-based compensation expense
|
15,518
|
|
|
19,264
|
|
|
18,666
|
|
|||
Impairments of assets
|
38,302
|
|
|
18,565
|
|
|
48,681
|
|
|||
Other operating charges, net
|
284
|
|
|
907
|
|
|
(13
|
)
|
|||
Total other operating costs and expenses
|
275,703
|
|
|
256,189
|
|
|
293,612
|
|
|||
Operating income
|
$
|
260,627
|
|
|
$
|
271,202
|
|
|
$
|
173,732
|
|
|
December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Las Vegas Locals
|
$
|
1,785,858
|
|
|
$
|
1,155,224
|
|
Downtown Las Vegas
|
157,319
|
|
|
138,159
|
|
||
Midwest and South
|
2,556,307
|
|
|
2,634,742
|
|
||
Total Reportable Segment assets
|
4,499,484
|
|
|
3,928,125
|
|
||
Corporate
|
171,267
|
|
|
422,775
|
|
||
Total assets
|
$
|
4,670,751
|
|
|
$
|
4,350,900
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Capital Expenditures:
|
|
|
|
|
|
||||||
Las Vegas Locals
|
$
|
42,069
|
|
|
$
|
41,772
|
|
|
$
|
31,653
|
|
Downtown Las Vegas
|
28,431
|
|
|
13,000
|
|
|
9,917
|
|
|||
Midwest and South
|
73,255
|
|
|
60,887
|
|
|
89,029
|
|
|||
Total Reportable Segment Capital Expenditures
|
143,755
|
|
|
115,659
|
|
|
130,599
|
|
|||
Corporate
|
16,672
|
|
|
12,646
|
|
|
(8,786
|
)
|
|||
Total Capital Expenditures
|
160,427
|
|
|
128,305
|
|
|
121,813
|
|
|||
Change in Accrued Property Additions
|
(69
|
)
|
|
2,865
|
|
|
15,938
|
|
|||
Cash-Based Capital Expenditures
|
$
|
160,358
|
|
|
$
|
131,170
|
|
|
$
|
137,751
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(In thousands, except per share data)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Summary Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
552,378
|
|
|
$
|
544,874
|
|
|
$
|
531,901
|
|
|
$
|
554,823
|
|
|
$
|
2,183,976
|
|
Operating income
|
82,250
|
|
|
80,490
|
|
|
67,916
|
|
|
29,971
|
|
|
260,627
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations, net of tax
|
$
|
21,560
|
|
|
$
|
11,307
|
|
|
$
|
161,864
|
|
|
$
|
10,742
|
|
|
$
|
205,473
|
|
Income from discontinued operations, net of tax
|
11,630
|
|
|
18,715
|
|
|
180,707
|
|
|
1,478
|
|
|
212,530
|
|
|||||
Net income attributable to Boyd Gaming Corporation
|
$
|
33,190
|
|
|
$
|
30,022
|
|
|
$
|
342,571
|
|
|
$
|
12,220
|
|
|
$
|
418,003
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.19
|
|
|
$
|
0.10
|
|
|
$
|
1.41
|
|
|
$
|
0.10
|
|
|
$
|
1.79
|
|
Discontinued operations
|
0.10
|
|
|
0.16
|
|
|
1.58
|
|
|
0.01
|
|
|
1.86
|
|
|||||
Basic net income per common share
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
$
|
2.99
|
|
|
$
|
0.11
|
|
|
$
|
3.65
|
|
Diluted net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.19
|
|
|
$
|
0.10
|
|
|
$
|
1.40
|
|
|
$
|
0.10
|
|
|
$
|
1.78
|
|
Discontinued operations
|
0.10
|
|
|
0.16
|
|
|
1.57
|
|
|
0.01
|
|
|
1.85
|
|
|||||
Diluted net income per common share
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
$
|
2.97
|
|
|
$
|
0.11
|
|
|
$
|
3.63
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(In thousands, except per share data)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Summary Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
550,578
|
|
|
$
|
559,867
|
|
|
$
|
546,313
|
|
|
$
|
542,674
|
|
|
$
|
2,199,432
|
|
Operating income
|
71,883
|
|
|
83,094
|
|
|
69,423
|
|
|
46,802
|
|
|
271,202
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations, net of tax
|
$
|
30,504
|
|
|
$
|
(12,390
|
)
|
|
$
|
7,015
|
|
|
$
|
(14,434
|
)
|
|
$
|
10,695
|
|
Income from discontinued operations, net of tax
|
4,599
|
|
|
5,965
|
|
|
18,410
|
|
|
7,565
|
|
|
36,539
|
|
|||||
Net income (loss) attributable to Boyd Gaming Corporation
|
$
|
35,103
|
|
|
$
|
(6,425
|
)
|
|
$
|
25,425
|
|
|
$
|
(6,869
|
)
|
|
$
|
47,234
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.27
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.10
|
|
Discontinued operations
|
0.04
|
|
|
0.05
|
|
|
0.17
|
|
|
0.07
|
|
|
0.32
|
|
|||||
Basic net income (loss) per common share
|
$
|
0.31
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.23
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.42
|
|
Diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.27
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.10
|
|
Discontinued operations
|
0.04
|
|
|
0.05
|
|
|
0.16
|
|
|
0.07
|
|
|
0.32
|
|
|||||
Diluted net income (loss) per common share
|
$
|
0.31
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.42
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
1,212
|
|
|
$
|
168,898
|
|
|
$
|
23,752
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
193,862
|
|
Other current assets
|
78,915
|
|
|
9,644
|
|
|
25,979
|
|
|
—
|
|
|
(453
|
)
|
|
114,085
|
|
||||||
Property and equipment, net
|
73,180
|
|
|
2,096,764
|
|
|
435,225
|
|
|
—
|
|
|
—
|
|
|
2,605,169
|
|
||||||
Investments in subsidiaries
|
4,505,897
|
|
|
139,465
|
|
|
—
|
|
|
—
|
|
|
(4,645,362
|
)
|
|
—
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,464,361
|
|
|
—
|
|
|
—
|
|
|
(1,464,361
|
)
|
|
—
|
|
||||||
Other assets, net
|
13,598
|
|
|
27,551
|
|
|
8,056
|
|
|
—
|
|
|
—
|
|
|
49,205
|
|
||||||
Intangible assets, net
|
—
|
|
|
825,667
|
|
|
56,287
|
|
|
—
|
|
|
—
|
|
|
881,954
|
|
||||||
Goodwill, net
|
—
|
|
|
672,067
|
|
|
154,409
|
|
|
—
|
|
|
—
|
|
|
826,476
|
|
||||||
Total assets
|
$
|
4,672,802
|
|
|
$
|
5,404,417
|
|
|
$
|
703,708
|
|
|
$
|
—
|
|
|
$
|
(6,110,176
|
)
|
|
$
|
4,670,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term debt
|
$
|
30,250
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,336
|
|
Other current liabilities
|
93,762
|
|
|
179,624
|
|
|
63,211
|
|
|
—
|
|
|
(1,429
|
)
|
|
335,168
|
|
||||||
Accumulated losses of subsidiaries in excess of investment
|
—
|
|
|
—
|
|
|
8,257
|
|
|
—
|
|
|
(8,257
|
)
|
|
—
|
|
||||||
Intercompany payable
|
521,002
|
|
|
—
|
|
|
942,155
|
|
|
254
|
|
|
(1,463,411
|
)
|
|
—
|
|
||||||
Long-term debt, net of current maturities and debt issuance costs
|
3,198,613
|
|
|
—
|
|
|
506
|
|
|
—
|
|
|
—
|
|
|
3,199,119
|
|
||||||
Other long-term liabilities
|
(104,901
|
)
|
|
298,624
|
|
|
(21,721
|
)
|
|
—
|
|
|
—
|
|
|
172,002
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Boyd Gaming Corporation stockholders' equity (deficit)
|
934,076
|
|
|
4,926,169
|
|
|
(288,786
|
)
|
|
(254
|
)
|
|
(4,637,129
|
)
|
|
934,076
|
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
50
|
|
||||||
Total stockholders' equity (deficit)
|
934,076
|
|
|
4,926,169
|
|
|
(288,786
|
)
|
|
(254
|
)
|
|
(4,637,079
|
)
|
|
934,126
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
4,672,802
|
|
|
$
|
5,404,417
|
|
|
$
|
703,708
|
|
|
$
|
—
|
|
|
$
|
(6,110,176
|
)
|
|
$
|
4,670,751
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
2
|
|
|
$
|
156,116
|
|
|
$
|
2,482
|
|
|
$
|
221
|
|
|
$
|
—
|
|
|
$
|
158,821
|
|
Other current assets
|
14,602
|
|
|
73,902
|
|
|
10,415
|
|
|
—
|
|
|
(508
|
)
|
|
98,411
|
|
||||||
Property and equipment, net
|
68,515
|
|
|
2,120,455
|
|
|
36,372
|
|
|
—
|
|
|
—
|
|
|
2,225,342
|
|
||||||
Investments in subsidiaries
|
3,547,690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,547,690
|
)
|
|
—
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,702,317
|
|
|
—
|
|
|
—
|
|
|
(1,702,317
|
)
|
|
—
|
|
||||||
Other assets, net
|
12,521
|
|
|
17,527
|
|
|
18,293
|
|
|
—
|
|
|
—
|
|
|
48,341
|
|
||||||
Intangible assets, net
|
—
|
|
|
865,995
|
|
|
24,059
|
|
|
—
|
|
|
—
|
|
|
890,054
|
|
||||||
Goodwill, net
|
—
|
|
|
684,529
|
|
|
781
|
|
|
—
|
|
|
—
|
|
|
685,310
|
|
||||||
Investment in unconsolidated subsidiary held for sale
|
—
|
|
|
244,621
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
244,621
|
|
||||||
Total assets
|
$
|
3,643,330
|
|
|
$
|
5,865,462
|
|
|
$
|
92,402
|
|
|
$
|
221
|
|
|
$
|
(5,250,515
|
)
|
|
$
|
4,350,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term debt
|
$
|
21,500
|
|
|
$
|
8,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,750
|
|
Other current liabilities
|
102,946
|
|
|
198,590
|
|
|
24,071
|
|
|
—
|
|
|
(286
|
)
|
|
325,321
|
|
||||||
Accumulated losses of subsidiaries in excess of investment
|
—
|
|
|
4,507
|
|
|
302
|
|
|
—
|
|
|
(4,809
|
)
|
|
—
|
|
||||||
Intercompany payable
|
720,400
|
|
|
—
|
|
|
981,688
|
|
|
475
|
|
|
(1,702,563
|
)
|
|
—
|
|
||||||
Long-term debt, net of current maturities and debt issuance costs
|
2,255,800
|
|
|
983,999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,239,799
|
|
||||||
Other long-term liabilities
|
34,723
|
|
|
213,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248,019
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Boyd Gaming Corporation stockholders' equity (deficit)
|
507,961
|
|
|
4,456,820
|
|
|
(913,659
|
)
|
|
(254
|
)
|
|
(3,542,907
|
)
|
|
507,961
|
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
50
|
|
||||||
Total stockholders' equity (deficit)
|
507,961
|
|
|
4,456,820
|
|
|
(913,659
|
)
|
|
(254
|
)
|
|
(3,542,857
|
)
|
|
508,011
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
3,643,330
|
|
|
$
|
5,865,462
|
|
|
$
|
92,402
|
|
|
$
|
221
|
|
|
$
|
(5,250,515
|
)
|
|
$
|
4,350,900
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net revenues
|
$
|
121,939
|
|
|
$
|
2,127,064
|
|
|
$
|
78,308
|
|
|
$
|
—
|
|
|
$
|
(143,335
|
)
|
|
$
|
2,183,976
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
1,200
|
|
|
1,112,717
|
|
|
57,816
|
|
|
—
|
|
|
—
|
|
|
1,171,733
|
|
||||||
Selling, general and administrative
|
49,938
|
|
|
260,014
|
|
|
12,055
|
|
|
—
|
|
|
2
|
|
|
322,009
|
|
||||||
Maintenance and utilities
|
—
|
|
|
98,741
|
|
|
1,279
|
|
|
—
|
|
|
—
|
|
|
100,020
|
|
||||||
Depreciation and amortization
|
8,767
|
|
|
180,463
|
|
|
6,996
|
|
|
—
|
|
|
—
|
|
|
196,226
|
|
||||||
Corporate expense
|
66,703
|
|
|
1,738
|
|
|
4,227
|
|
|
—
|
|
|
—
|
|
|
72,668
|
|
||||||
Project development, preopening and writedowns
|
18,079
|
|
|
(3,297
|
)
|
|
7,325
|
|
|
—
|
|
|
—
|
|
|
22,107
|
|
||||||
Impairments of assets
|
1,440
|
|
|
36,862
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,302
|
|
||||||
Other operating items, net
|
181
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284
|
|
||||||
Intercompany expenses
|
1,205
|
|
|
140,671
|
|
|
1,461
|
|
|
—
|
|
|
(143,337
|
)
|
|
—
|
|
||||||
Total operating costs and expenses
|
147,513
|
|
|
1,828,012
|
|
|
91,159
|
|
|
—
|
|
|
(143,335
|
)
|
|
1,923,349
|
|
||||||
Equity in earnings of subsidiaries
|
442,902
|
|
|
(2,039
|
)
|
|
—
|
|
|
—
|
|
|
(440,863
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
417,328
|
|
|
297,013
|
|
|
(12,851
|
)
|
|
—
|
|
|
(440,863
|
)
|
|
260,627
|
|
||||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
157,923
|
|
|
51,773
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
209,731
|
|
||||||
Loss on early extinguishments and modifications of debt
|
28,356
|
|
|
14,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,364
|
|
||||||
Other, net
|
1
|
|
|
617
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
545
|
|
||||||
Total other expense, net
|
186,280
|
|
|
66,398
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
252,640
|
|
||||||
Income (loss) from continuing operations before income taxes
|
231,048
|
|
|
230,615
|
|
|
(12,813
|
)
|
|
—
|
|
|
(440,863
|
)
|
|
7,987
|
|
||||||
Income taxes benefit
|
186,955
|
|
|
10,405
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
197,486
|
|
||||||
Income (loss) from continuing operations, net of tax
|
418,003
|
|
|
241,020
|
|
|
(12,687
|
)
|
|
—
|
|
|
(440,863
|
)
|
|
205,473
|
|
||||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
212,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
212,530
|
|
||||||
Net income (loss)
|
$
|
418,003
|
|
|
$
|
453,550
|
|
|
$
|
(12,687
|
)
|
|
$
|
—
|
|
|
$
|
(440,863
|
)
|
|
$
|
418,003
|
|
Comprehensive income (loss)
|
$
|
417,704
|
|
|
$
|
453,251
|
|
|
$
|
(12,687
|
)
|
|
$
|
—
|
|
|
$
|
(440,564
|
)
|
|
$
|
417,704
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net revenues
|
$
|
121,541
|
|
|
$
|
2,173,147
|
|
|
$
|
48,353
|
|
|
$
|
—
|
|
|
$
|
(143,609
|
)
|
|
$
|
2,199,432
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
1,800
|
|
|
1,145,181
|
|
|
43,843
|
|
|
—
|
|
|
—
|
|
|
1,190,824
|
|
||||||
Selling, general and administrative
|
48,173
|
|
|
267,661
|
|
|
6,604
|
|
|
—
|
|
|
(18
|
)
|
|
322,420
|
|
||||||
Maintenance and utilities
|
—
|
|
|
103,086
|
|
|
1,462
|
|
|
—
|
|
|
—
|
|
|
104,548
|
|
||||||
Depreciation and amortization
|
6,179
|
|
|
196,865
|
|
|
4,074
|
|
|
—
|
|
|
—
|
|
|
207,118
|
|
||||||
Corporate expense
|
71,700
|
|
|
1,781
|
|
|
3,460
|
|
|
—
|
|
|
—
|
|
|
76,941
|
|
||||||
Project development, preopening and writedowns
|
884
|
|
|
2,351
|
|
|
3,596
|
|
|
76
|
|
|
—
|
|
|
6,907
|
|
||||||
Impairments of assets
|
—
|
|
|
17,500
|
|
|
1,065
|
|
|
—
|
|
|
—
|
|
|
18,565
|
|
||||||
Other operating items, net
|
599
|
|
|
308
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
907
|
|
||||||
Intercompany expenses
|
1,204
|
|
|
140,971
|
|
|
1,416
|
|
|
—
|
|
|
(143,591
|
)
|
|
—
|
|
||||||
Total operating costs and expenses
|
130,539
|
|
|
1,875,704
|
|
|
65,520
|
|
|
76
|
|
|
(143,609
|
)
|
|
1,928,230
|
|
||||||
Equity in earnings of subsidiaries
|
190,570
|
|
|
(2,204
|
)
|
|
(76
|
)
|
|
—
|
|
|
(188,290
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
181,572
|
|
|
295,239
|
|
|
(17,243
|
)
|
|
(76
|
)
|
|
(188,290
|
)
|
|
271,202
|
|
||||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
125,890
|
|
|
96,818
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
222,732
|
|
||||||
Loss on early extinguishments of debt
|
30,829
|
|
|
9,904
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,733
|
|
||||||
Other, net
|
396
|
|
|
2,959
|
|
|
321
|
|
|
—
|
|
|
—
|
|
|
3,676
|
|
||||||
Total other expense, net
|
157,115
|
|
|
109,681
|
|
|
345
|
|
|
—
|
|
|
—
|
|
|
267,141
|
|
||||||
Income (loss) from continuing operations before income taxes
|
24,457
|
|
|
185,558
|
|
|
(17,588
|
)
|
|
(76
|
)
|
|
(188,290
|
)
|
|
4,061
|
|
||||||
Income taxes benefit (provision)
|
22,777
|
|
|
(16,089
|
)
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
6,634
|
|
||||||
Income (loss) from continuing operations, net of tax
|
47,234
|
|
|
169,469
|
|
|
(17,642
|
)
|
|
(76
|
)
|
|
(188,290
|
)
|
|
10,695
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
|
36,539
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,539
|
|
||||||
Net income (loss)
|
$
|
47,234
|
|
|
$
|
206,008
|
|
|
$
|
(17,642
|
)
|
|
$
|
(76
|
)
|
|
$
|
(188,290
|
)
|
|
$
|
47,234
|
|
Comprehensive income (loss)
|
$
|
46,971
|
|
|
$
|
205,745
|
|
|
$
|
(17,642
|
)
|
|
$
|
(76
|
)
|
|
$
|
(188,027
|
)
|
|
$
|
46,971
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net revenues
|
$
|
117,159
|
|
|
$
|
2,114,021
|
|
|
$
|
48,687
|
|
|
$
|
—
|
|
|
$
|
(137,612
|
)
|
|
$
|
2,142,255
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
1,800
|
|
|
1,134,312
|
|
|
48,330
|
|
|
—
|
|
|
—
|
|
|
1,184,442
|
|
||||||
Selling, general and administrative
|
46,708
|
|
|
273,924
|
|
|
7,187
|
|
|
—
|
|
|
(220
|
)
|
|
327,599
|
|
||||||
Maintenance and utilities
|
—
|
|
|
108,002
|
|
|
1,523
|
|
|
1
|
|
|
—
|
|
|
109,526
|
|
||||||
Depreciation and amortization
|
5,667
|
|
|
200,356
|
|
|
2,892
|
|
|
—
|
|
|
—
|
|
|
208,915
|
|
||||||
Corporate expense
|
71,951
|
|
|
1,849
|
|
|
1,826
|
|
|
—
|
|
|
—
|
|
|
75,626
|
|
||||||
Project development, preopening and writedowns
|
105
|
|
|
8,894
|
|
|
4,586
|
|
|
162
|
|
|
—
|
|
|
13,747
|
|
||||||
Impairments of assets
|
320
|
|
|
41,090
|
|
|
7,271
|
|
|
—
|
|
|
—
|
|
|
48,681
|
|
||||||
Other operating items, net
|
164
|
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
Intercompany expenses
|
1,204
|
|
|
134,710
|
|
|
1,478
|
|
|
—
|
|
|
(137,392
|
)
|
|
—
|
|
||||||
Total operating costs and expenses
|
127,919
|
|
|
1,902,960
|
|
|
75,093
|
|
|
163
|
|
|
(137,612
|
)
|
|
1,968,523
|
|
||||||
Equity in earnings of subsidiaries
|
85,268
|
|
|
(2,764
|
)
|
|
(162
|
)
|
|
—
|
|
|
(82,342
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
74,508
|
|
|
208,297
|
|
|
(26,568
|
)
|
|
(163
|
)
|
|
(82,342
|
)
|
|
173,732
|
|
||||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
132,204
|
|
|
95,953
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
228,181
|
|
||||||
Loss on early extinguishments of debt
|
—
|
|
|
1,536
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,536
|
|
||||||
Other, net
|
(793
|
)
|
|
(683
|
)
|
|
1,524
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||||
Total other expense, net
|
131,411
|
|
|
96,806
|
|
|
1,548
|
|
|
—
|
|
|
—
|
|
|
229,765
|
|
||||||
Income (loss) from continuing operations before income taxes
|
(56,903
|
)
|
|
111,491
|
|
|
(28,116
|
)
|
|
(163
|
)
|
|
(82,342
|
)
|
|
(56,033
|
)
|
||||||
Income taxes benefit (provision)
|
3,862
|
|
|
1,644
|
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|
5,408
|
|
||||||
Income (loss) from continuing operations, net of tax
|
(53,041
|
)
|
|
113,135
|
|
|
(28,214
|
)
|
|
(163
|
)
|
|
(82,342
|
)
|
|
(50,625
|
)
|
||||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(13,819
|
)
|
|
—
|
|
|
22,806
|
|
|
—
|
|
|
8,987
|
|
||||||
Income from discontinued operations attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,403
|
)
|
|
(11,403
|
)
|
||||||
Net income (loss) attributable to controlling interest
|
$
|
(53,041
|
)
|
|
$
|
99,316
|
|
|
$
|
(28,214
|
)
|
|
$
|
22,643
|
|
|
$
|
(93,745
|
)
|
|
$
|
(53,041
|
)
|
Comprehensive income
|
$
|
(51,577
|
)
|
|
$
|
100,780
|
|
|
$
|
(28,214
|
)
|
|
$
|
22,643
|
|
|
$
|
(95,209
|
)
|
|
$
|
(51,577
|
)
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||||
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
||||||||||||
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
||||||||||||
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash from operating activities
|
$
|
(86,502
|
)
|
|
$
|
334,764
|
|
|
$
|
55,815
|
|
|
$
|
—
|
|
|
$
|
(1,196
|
)
|
|
$
|
302,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(42,840
|
)
|
|
(115,978
|
)
|
|
(1,540
|
)
|
|
—
|
|
|
—
|
|
|
(160,358
|
)
|
||||||
Cash paid for acquisitions, net of cash received
|
(592,703
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(592,703
|
)
|
||||||
Net activity with affiliates
|
—
|
|
|
237,956
|
|
|
—
|
|
|
—
|
|
|
(237,956
|
)
|
|
—
|
|
||||||
Distributions from subsidiary
|
9,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,150
|
)
|
|
—
|
|
||||||
Other investing activities
|
—
|
|
|
7,529
|
|
|
6,678
|
|
|
—
|
|
|
—
|
|
|
14,207
|
|
||||||
Net cash from investing activities
|
(626,393
|
)
|
|
129,507
|
|
|
5,138
|
|
|
—
|
|
|
(247,106
|
)
|
|
(738,854
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings under bank credit facility
|
2,039,175
|
|
|
237,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,276,175
|
|
||||||
Payments under bank credit facility
|
(1,466,362
|
)
|
|
(899,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,366,112
|
)
|
||||||
Proceeds from issuance of senior notes
|
750,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750,000
|
|
||||||
Debt financing costs, net
|
(42,220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,220
|
)
|
||||||
Retirements of senior notes
|
(350,000
|
)
|
|
(350,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(700,000
|
)
|
||||||
Premium and consent fees paid
|
(15,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,750
|
)
|
||||||
Net activity with affiliates
|
(199,398
|
)
|
|
—
|
|
|
(39,533
|
)
|
|
(221
|
)
|
|
239,152
|
|
|
—
|
|
||||||
Distributions to parent
|
—
|
|
|
(9,000
|
)
|
|
(150
|
)
|
|
—
|
|
|
9,150
|
|
|
—
|
|
||||||
Share-based compensation activities, net
|
(1,295
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,295
|
)
|
||||||
Other financing activities
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
||||||
Net cash from financing activities
|
714,105
|
|
|
(1,021,750
|
)
|
|
(39,683
|
)
|
|
(221
|
)
|
|
248,302
|
|
|
(99,247
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from operating activities
|
—
|
|
|
(27,796
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,796
|
)
|
||||||
Cash flows from investing activities
|
—
|
|
|
598,057
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
598,057
|
|
||||||
Cash flows from financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash from discontinued operations
|
—
|
|
|
570,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
570,261
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in cash and cash equivalents
|
1,210
|
|
|
12,782
|
|
|
21,270
|
|
|
(221
|
)
|
|
—
|
|
|
35,041
|
|
||||||
Cash and cash equivalents, beginning of period
|
2
|
|
|
156,116
|
|
|
2,482
|
|
|
221
|
|
|
—
|
|
|
158,821
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
1,212
|
|
|
$
|
168,898
|
|
|
$
|
23,752
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
193,862
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
|
|
|
|
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
|
$
|
102,080
|
|
|
$
|
237,041
|
|
|
$
|
(13,085
|
)
|
|
$
|
(76
|
)
|
|
$
|
(209
|
)
|
|
$
|
325,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(48,591
|
)
|
|
(82,392
|
)
|
|
(187
|
)
|
|
—
|
|
|
—
|
|
|
(131,170
|
)
|
||||||
Net activity with affiliates
|
—
|
|
|
(66,691
|
)
|
|
—
|
|
|
—
|
|
|
66,691
|
|
|
—
|
|
||||||
Distributions from subsidiary
|
11,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,200
|
)
|
|
—
|
|
||||||
Other investing activities
|
3,292
|
|
|
1,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,528
|
|
||||||
Net cash from investing activities
|
(34,099
|
)
|
|
(147,847
|
)
|
|
(187
|
)
|
|
—
|
|
|
55,491
|
|
|
(126,642
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings under bank credit facility
|
1,033,500
|
|
|
345,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,379,000
|
|
||||||
Payments under bank credit facility
|
(1,211,200
|
)
|
|
(425,150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,636,350
|
)
|
||||||
Proceeds from issuance of senior notes
|
750,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750,000
|
|
||||||
Debt financing costs, net
|
(14,004
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,004
|
)
|
||||||
Payments on retirements of long-term debt
|
(500,000
|
)
|
|
(3
|
)
|
|
(157,810
|
)
|
|
—
|
|
|
—
|
|
|
(657,813
|
)
|
||||||
Premium and consent fees paid
|
(24,246
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,246
|
)
|
||||||
Net activity with affiliates
|
(105,720
|
)
|
|
—
|
|
|
172,124
|
|
|
78
|
|
|
(66,482
|
)
|
|
—
|
|
||||||
Distributions to parent
|
—
|
|
|
(11,100
|
)
|
|
(100
|
)
|
|
—
|
|
|
11,200
|
|
|
—
|
|
||||||
Share-based compensation activities, net
|
3,689
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,689
|
|
||||||
Net cash from financing activities
|
(67,981
|
)
|
|
(90,753
|
)
|
|
14,214
|
|
|
78
|
|
|
(55,282
|
)
|
|
(199,724
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from operating activities
|
—
|
|
|
14,095
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,095
|
|
||||||
Cash flows from investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash flows from financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash from discontinued operations
|
—
|
|
|
14,095
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,095
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in cash and cash equivalents
|
—
|
|
|
12,536
|
|
|
942
|
|
|
2
|
|
|
—
|
|
|
13,480
|
|
||||||
Cash and cash equivalents, beginning of period
|
2
|
|
|
143,580
|
|
|
1,540
|
|
|
219
|
|
|
—
|
|
|
145,341
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
2
|
|
|
$
|
156,116
|
|
|
$
|
2,482
|
|
|
$
|
221
|
|
|
$
|
—
|
|
|
$
|
158,821
|
|
|
Year Ended December 31, 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
|
$
|
(39,524
|
)
|
|
$
|
323,402
|
|
|
$
|
1,847
|
|
|
$
|
4,290
|
|
|
$
|
(117
|
)
|
|
$
|
289,898
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(43,164
|
)
|
|
(94,442
|
)
|
|
(145
|
)
|
|
—
|
|
|
—
|
|
|
(137,751
|
)
|
||||||
Investments in and advances to unconsolidated subsidiaries, net
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|
|
|
153
|
|
||||||||
Net activity with affiliates
|
—
|
|
|
(158,791
|
)
|
|
—
|
|
|
—
|
|
|
158,791
|
|
|
—
|
|
||||||
Distribution from subsidiary
|
5,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,300
|
)
|
|
—
|
|
||||||
Other investing activities
|
—
|
|
|
(670
|
)
|
|
(5,242
|
)
|
|
—
|
|
|
—
|
|
|
(5,912
|
)
|
||||||
Net cash from investing activities
|
(37,864
|
)
|
|
(253,903
|
)
|
|
(5,387
|
)
|
|
153
|
|
|
153,491
|
|
|
(143,510
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings under bank credit facility
|
830,400
|
|
|
317,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,147,800
|
|
||||||
Payments under bank credit facility
|
(910,700
|
)
|
|
(377,150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,287,850
|
)
|
||||||
Debt financing costs, net
|
(83
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
||||||
Payments under note payable
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Net activity with affiliates
|
155,952
|
|
|
—
|
|
|
2,590
|
|
|
132
|
|
|
(158,674
|
)
|
|
—
|
|
||||||
Distributions to parent
|
—
|
|
|
(5,200
|
)
|
|
(100
|
)
|
|
—
|
|
|
5,300
|
|
|
—
|
|
||||||
Share-based compensation activities, net
|
1,791
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,791
|
|
||||||
Other financing activities
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||||
Net cash from financing activities
|
77,390
|
|
|
(64,959
|
)
|
|
2,490
|
|
|
132
|
|
|
(153,374
|
)
|
|
(138,321
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from operating activities
|
—
|
|
|
1,419
|
|
|
—
|
|
|
31,542
|
|
|
—
|
|
|
32,961
|
|
||||||
Cash flows from investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,470
|
)
|
|
—
|
|
|
(36,470
|
)
|
||||||
Cash flows from financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,055
|
)
|
|
—
|
|
|
(37,055
|
)
|
||||||
Net cash from discontinued operations
|
—
|
|
|
1,419
|
|
|
—
|
|
|
(41,983
|
)
|
|
—
|
|
|
(40,564
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in cash and cash equivalents
|
2
|
|
|
5,959
|
|
|
(1,050
|
)
|
|
(37,408
|
)
|
|
—
|
|
|
(32,497
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
137,621
|
|
|
2,590
|
|
|
100
|
|
|
—
|
|
|
140,311
|
|
||||||
Change in cash classified as discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
37,527
|
|
|
—
|
|
|
37,527
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
2
|
|
|
$
|
143,580
|
|
|
$
|
1,540
|
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
145,341
|
|
Name
|
|
Age
|
|
Position
|
Brian A. Larson
|
|
61
|
|
Executive Vice President, Secretary and General Counsel
|
Josh Hirsberg
|
|
55
|
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
Theodore A. Bogich
|
|
61
|
|
Executive Vice President, Operations
|
Stephen S. Thompson
|
|
57
|
|
Executive Vice President, Operations
|
Anthony D. McDuffie
|
|
56
|
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
1.
|
Financial Statements
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibit List
|
Exhibit
|
|
|
|
|
Number
|
|
Description of Exhibit
|
|
Method of Filing
|
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of May 16, 2012, entered into by and among, Boyd Gaming Corporation, Boyd Acquisition II, LLC, Boyd Acquisition Sub, LLC, Peninsula Gaming Partners, LLC and Peninsula Gaming, LLC.
|
|
Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed with the SEC on May 16, 2012.
|
|
|
|
|
|
2.2
|
|
Agreement and Plan of Merger entered into as of April 21, 2016, by and among Boyd Gaming Corporation, Boyd TCII Acquisition, LLC, and ALST Casino Holdco, LLC. †
|
|
Incorporated by reference to Exhibit 2.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
|
|
|
|
|
|
2.3
|
|
Membership Interest Purchase Agreement entered into as of April 25, 2016, by and among Boyd Gaming Corporation, The Cannery Hotel and Casino, LLC, Nevada Palace, LLC, and Cannery Casino Resorts, LLC. †
|
|
Incorporated by reference to Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
|
|
|
|
|
|
2.4
|
|
Equity Purchase Agreement entered into as of May 31, 2016, by and among MGM Resorts International, Boyd Atlantic City, Inc., and Boyd Gaming Corporation. †
|
|
Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed with the SEC on June 2, 2016.
|
|
|
|
|
|
2.5
|
|
First amendment to Equity Purchase Agreement entered into as of July 19, 2016, by and among MGM Resorts International, Boyd Atlantic City, Inc., and Boyd Gaming Corporation.
|
|
Incorporated by reference to Exhibit 2.2 of the Registrant's Current Report on Form 8-K filed with the SEC on August 5, 2016.
|
|
|
|
|
|
Exhibit
|
|
|
|
|
Number
|
|
Description of Exhibit
|
|
Method of Filing
|
2.6
|
|
First Amendment to Agreement and Plan of Merger, dated as of September 26, 2016, by and among Boyd Gaming Corporation, Boyd TCII Acquisition, LLC, and ALST Casino Holdco, LLC.
|
|
Incorporated by reference to Exhibit 2.2 of the Registrant's Current Report on Form 8-K filed with the SEC on September 27, 2016.
|
|
|
|
|
|
2.7
|
|
First Amendment to Membership Interest Purchase Agreement, dated October 28, 2016, by and among Boyd Gaming Corporation, Cannery Casino Resorts, LLC, the Cannery Hotel and Casino, LLC, and Nevada Palace, LLC.
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on November 3, 2016.
|
|
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation of the Registrant
|
|
Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.
|
|
|
|
|
|
3.2
|
|
Amended and Restated By-Laws of Boyd Gaming Corporation, effective October 20, 2016.
|
|
Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed with the SEC on October 26, 2016.
|
|
|
|
|
|
4.1
|
|
Form of Indenture relating to senior debt securities
|
|
Incorporated by reference to Exhibit 4.1 of the Registrant's Automatic Shelf Registration Statement on Form S-3ASR dated May 1, 2015.
|
|
|
|
|
|
4.2
|
|
Form of Indenture relating to subordinated debt securities
|
|
Incorporated by reference to Exhibit 4.2 of the Registrant's Automatic Shelf Registration Statement on Form S-3ASR dated May 1, 2015.
|
|
|
|
|
|
4.3
|
|
Indenture governing the Company's 9% Senior Notes due 2020, dated June 8, 2012, by and between the Company and U.S. Bank National Association, as trustee.
|
|
Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on June 13, 2012.
|
|
|
|
|
|
4.4
|
|
First Supplemental Indenture, relating to the 9.0% Senior Notes due 2020, dated as of August 14, 2013 among the Company, the Guarantors party thereto, and U.S. Bank National Association, as Trustee, to that certain Indenture dates as of June 8, 2012, among the Company, the Guarantors party thereto, and U.S. Bank National.
|
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on August 19, 2013.
|
|
|
|
|
|
4.5
|
|
Second Supplemental Indenture, related to the 9.125% Senior Notes due 2018, dated as of August 14, 2013, among the Company, the Guarantors party thereto, and U.S. Bank National Association, as Trustee, to that certain Indenture dated as of November 10, 2010 among the Company, the Guarantors party thereto, and U.S. Bank National Association, as Trustee.
|
|
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on August 19, 2013.
|
|
|
|
|
|
4.6
|
|
Indenture governing Boyd Acquisition Sub, LLC's and Boyd Acquisition Finance Corp.'s 8.375% Senior Notes due 2018, dated August 16, 2012, by and among the Issuers and U.S. Bank National Association, as trustee.
|
|
Incorporated by reference to Exhibit 99.2 of the Registrant's Current Report on Form 8-K filed August 21, 2012.
|
|
|
|
|
|
4.7
|
|
Form of Indenture relating to senior debt securities between the Company, Guarantors party thereto and Wilmington Trust, National Association, as Trustee.
|
|
Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed May 8, 2015.
|
|
|
|
|
|
Exhibit
|
|
|
|
|
Number
|
|
Description of Exhibit
|
|
Method of Filing
|
4.8
|
|
First Supplemental Indenture, the Company's 6.875% Senior Notes due 2023, dated May 21, 2015, by and among the Company, Guarantors party thereto and Wilmington Trust, National Association, as Trustee, to that certain Indenture dated May 21, 2015, by and among the Company, Guarantors party thereto and Wilmington Trust, National Association, as Trustee.
|
|
Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed May 21, 2015.
|
|
|
|
|
|
4.9
|
|
Indenture governing the Company's 6.375% Senior Notes due 2026, dated March 28, 2016, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.
|
|
Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on March 29, 2016.
|
|
|
|
|
|
4.10
|
|
Form of 6.375% Senior Note.
|
|
Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the SEC on March 29, 2016.
|
|
|
|
|
|
4.11
|
|
Registration Rights Agreement, dated March 28, 2016, by and among the Company, the guarantors named therein and Deutsche Bank Securities Inc., on behalf of itself and as representative of the several initial purchasers.
|
|
Incorporated by reference to Exhibit 4.3 of the Registrant's Current Report on Form 8-K filed with the SEC on March 29, 2016.
|
|
|
|
|
|
4.12
|
|
Second Supplemental Indenture dated December 15, 2016 governing the Company's 6.875% senior notes due 2023, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.
|
|
Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on December 20, 2016.
|
|
|
|
|
|
4.13
|
|
Second Supplemental Indenture dated December 15, 2016 governing the Company's 6.375% senior notes due 2026, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.
|
|
Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the SEC on December 20, 2016.
|
|
|
|
|
|
10.1
|
|
Ninety-Nine Year Lease dated June 30, 1954, by and among Fremont Hotel, Inc., and Charles L. Ronnow and J.L. Ronnow, and Alice Elizabeth Ronnow
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.2
|
|
Lease Agreement dated October 31, 1963, by and between Fremont Hotel, Inc. and Cora Edit Garehime
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.3
|
|
Lease Agreement dated December 31, 1963, by and among Fremont Hotel, Inc., Bank of Nevada and Leon H. Rockwell, Jr.
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.4
|
|
Lease Agreement dated June 7, 1971, by and among Anthony Antonacci, Margaret Fay Simon and Bank of Nevada, as Co-Trustees under Peter Albert Simon's Last Will and Testament, and related Assignment of Lease dated February 25, 1985 to Sam-Will, Inc. and Fremont Hotel, Inc.
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
Exhibit
|
|
|
|
|
Number
|
|
Description of Exhibit
|
|
Method of Filing
|
|
|
|
|
|
10.5
|
|
Lease Agreement dated July 25, 1973, by and between CH&C and William Peccole, as Trustee of the Peter Peccole 1970 Trust
|
|
Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended June 30, 1995.
|
|
|
|
|
|
10.6
|
|
Lease Agreement dated July 1, 1974, by and among Fremont Hotel, Inc. and Bank of Nevada, Leon H. Rockwell, Jr. and Margorie Rockwell Riley
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.7
|
|
Ninety-Nine Year Lease, dated December 1, 1978, by and between Matthew Paratore, and George W. Morgan and LaRue Morgan, and related Lease Assignment dated November 10, 1987, to Sam-Will, Inc., d.b.a. Fremont Hotel and Casino
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.8
|
|
Form of Indemnification Agreement
|
|
Incorporated by reference to the Registrant's Registration Statement on Form S-1, File No. 33-64006, which was declared effective on October 15, 1993.
|
|
|
|
|
|
10.9
|
|
401(k) Profit Sharing Plan and Trust
|
|
Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
|
|
|
|
|
|
10.10*
|
|
2000 Executive Management Incentive Plan (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 21, 2000).
|
|
Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 21, 2000.
|
|
|
|
|
|
10.11*
|
|
Annual Incentive Plan
|
|
Incorporated by reference to Exhibit 10.29 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.
|
|
|
|
|
|
10.12*
|
|
Form of Stock Option Award Agreement pursuant to the 2002 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
|
|
|
|
|
|
10.13*
|
|
Form of Restricted Stock Unit Agreement and Notice of Award pursuant to the 2002 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
|
|
|
|
|
|
10.14*
|
|
The Boyd Gaming Corporation Amended and Restated Deferred Compensation Plan for the Board of Directors and Key Employees
|
|
Incorporated by reference to Exhibit 10.39 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
|
|
|
|
10.15*
|
|
Amendment Number 1 to the Amended and Restated Deferred Compensation Plan
|
|
Incorporated by reference to Exhibit 10.40 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
|
|
|
|
10.16*
|
|
Amendment Number 2 to the Amended and Restated Deferred Compensation Plan
|
|
Incorporated by reference to Exhibit 10.41 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
|
|
|
|
Exhibit
|
|
|
|
|
Number
|
|
Description of Exhibit
|
|
Method of Filing
|
10.17*
|
|
Amendment Number 3 to the Amended and Restated Deferred Compensation Plan
|
|
Incorporated by reference to Exhibit 10.42 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
|
|
|
|
10.18*
|
|
Amendment Number 4 to the Amended and Restated Deferred Compensation Plan
|
|
Incorporated by reference to Exhibit 10.43 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
|
|
|
|
10.19*
|
|
Form of Stock Option Award Agreement Under the Registrant's Directors' Non-Qualified Stock Option Plan
|
|
Incorporated by reference to Exhibit 10.48 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
|
|
|
|
|
|
10.20*
|
|
Boyd Gaming Corporation's 2002 Stock Incentive Plan (as amended and restated on May 15, 2008)
|
|
Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2008.
|
|
|
|
|
|
10.21*
|
|
Amendment Number 5 to the Amended and Restated Deferred Compensation Plan
|
|
Incorporated by reference to Exhibit 10.35 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005.
|
|
|
|
|
|
10.22*
|
|
Amended and Restated 2000 Executive Management Incentive Plan
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.
|
|
|
|
|
|
10.23*
|
|
Amended and Restated 2002 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.
|
|
|
|
|
|
10.24*
|
|
Form of Award Agreement for Restricted Stock Units under 2002 Stock Incentive Plan for Non-Employee Directors
|
|
Incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
|
|
|
|
|
|
10.25*
|
|
Form of Award Agreement for Restricted Stock Units under the 2002 Stock Incentive Plans
|
|
Incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K filed with the SEC on May 24, 2006.
|
|
|
|
|
|
10.26*
|
|
Form of Career Restricted Stock Unit Award Unit Agreement under the 2002 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on December 13, 2006.
|
|
|
|
|
|
10.27*
|
|
Form of Restricted Stock Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
|
|
|
|
|
|
10.28*
|
|
Change in Control Severance Plan for Tier I, II and III Executives
|
|
Incorporated by reference to Exhibit 10.46 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006.
|
|
|
|
|
|
10.29
|
|
Form of Performance Share Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan
|
|
Incorporated by reference to Exhibit 10.49 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.
|
|
|
|
|
|
10.30
|
|
Offer to Purchase Real Estate, Acceptance and Lease, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society
|
|
Incorporated by reference to Exhibit 10.1 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006.
|
|
|
|
|
|
Exhibit
|
|
|
|
|
Number
|
|
Description of Exhibit
|
|
Method of Filing
|
10.31
|
|
Closing Agreement, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society
|
|
Incorporated by reference to Exhibit 10.1 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006.
|
|
|
|
|
|
10.32
|
|
Real Estate Ground Lease, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society
|
|
Incorporated by reference to Exhibit 10.1 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006.
|
|
|
|
|
|
10.33
|
|
Minimum Assessment Agreement, dated October 1, 2007, among Diamond Jo, LLC, the City of Dubuque, Iowa and the City Assessor of the City of Dubuque, Iowa
|
|
Incorporated by reference to Exhibit 10.63 of Peninsula Gaming, LLC's Annual Report on Form 10-K filed March 28, 2008.
|
|
|
|
|
|
10.34
|
|
Amended and Restated Port of Dubuque Public Parking Facility Development Agreement, dated October 1, 2007, between the City of Dubuque, Iowa and Diamond Jo, LLC
|
|
Incorporated by reference to Exhibit 10.65 of Peninsula Gaming, LLC's Annual Report on Form 10-K filed March 28, 2008.
|
|
|
|
|
|
10.35
|
|
Lottery Gaming Facility Management Contract, dated October 19, 2010
|
|
Incorporated by reference to Exhibit 10.2 of Peninsula Gaming, LLC's Current Report on Form 8-K filed February 4, 2011.
|
|
|
|
|
|
10.36
|
|
Third Amended and Restated Credit Agreement dated as of August 14, 2013 among the Company certain financial institutions, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as swing line lender.
|
|
Incorporated by reference from the Registrant’s Current Report on Form 8-K dated August 14, 2013.
|
|
|
|
|
|
10.37
|
|
Separation Agreement and Release, Dated September 19, 2014, by and between Paul J. Chakmak and the Registrant.
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 10-Q for the quarter ended September 30, 2014.
|
|
|
|
|
|
10.38
|
|
Amendment No. 1 and Joinder Agreement, dated as of September 15, 2016, among the Company, certain financial institutions, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as swing line lender.
|
|
Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on September 19, 2016.
|
|
|
|
|
|
10.39*
|
|
2012 Stock Incentive Plan (As amended and restated effective May 17, 2012) (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2012).
|
|
Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2012.
|
|
|
|
|
|
10.40
†
|
|
Real Estate Ground Lease, dated September 22, 2006, as Amended between NP Land LLC and Nevada Palace, LLC
|
|
Filed electronically herewith
|
|
|
|
|
|
12
|
|
Ratio of Earnings to Fixed Charges.
|
|
Filed electronically herewith
|
|
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant.
|
|
Filed electronically herewith
|
|
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP.
|
|
Filed electronically herewith
|
|
|
|
|
|
24
|
|
Power of Attorney (included in Part IV to this Annual Report on Form 10-K).
|
|
Filed electronically herewith
|
Exhibit
|
|
|
|
|
Number
|
|
Description of Exhibit
|
|
Method of Filing
|
|
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a).
|
|
Filed electronically herewith
|
|
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a).
|
|
Filed electronically herewith
|
|
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a - 14(b) and 18 U.S.C. § 1350.
|
|
Filed electronically herewith
|
|
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a - 14(b) and 18 U.S.C. § 1350.
|
|
Filed electronically herewith
|
|
|
|
|
|
99.1
|
|
Governmental Gaming Regulations
|
|
Filed electronically herewith
|
|
|
|
|
|
101
|
|
The following materials from Boyd Gaming Corporation's Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015; (ii) Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014; (iii) Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2016; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014; and (vi) Notes to Consolidated Financial Statements. ***
|
|
Filed electronically herewith
|
***
|
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
†
|
Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.
|
|
BOYD GAMING CORPORATION
|
|
|
|
|
|
By:
|
/s/ Anthony D. McDuffie
|
|
|
Anthony D. McDuffie
|
|
|
Vice President and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ WILLIAM S. BOYD
|
|
Executive Chairman of the Board of Directors
|
|
February 23, 2017
|
William S. Boyd
|
|
|
|
|
|
|
|
|
|
/s/ MARIANNE BOYD JOHNSON
|
|
Vice Chairman of the Board of Directors,
|
|
February 23, 2017
|
Marianne Boyd Johnson
|
|
Executive Vice President and Director
|
|
|
|
|
|
|
|
/s/ KEITH E. SMITH
|
|
President, Chief Executive Officer and Director
|
|
February 23, 2017
|
Keith E. Smith
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ JOSH HIRSBERG
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
February 23, 2017
|
Josh Hirsberg
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM R. BOYD
|
|
Vice President and Director
|
|
February 23, 2017
|
William R. Boyd
|
|
|
|
|
|
|
|
|
|
/s/ JOHN BAILEY
|
|
Director
|
|
February 23, 2017
|
John Bailey
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT L. BOUGHNER
|
|
Director
|
|
February 23, 2017
|
Robert L. Boughner
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD FLAHERTY
|
|
Director
|
|
February 23, 2017
|
Richard Flaherty
|
|
|
|
|
|
|
|
|
|
/s/ CHRISTINE J. SPADAFOR
|
|
Director
|
|
February 23, 2017
|
Christine J. Spadafor
|
|
|
|
|
|
|
|
|
|
/s/ PETER M. THOMAS
|
|
Director
|
|
February 23, 2017
|
Peter M. Thomas
|
|
|
|
|
|
|
|
|
|
/s/ PAUL WHETSELL
|
|
Director
|
|
February 23, 2017
|
Paul Whetsell
|
|
|
|
|
|
|
|
|
|
/s/ VERONICA J. WILSON
|
|
Director
|
|
February 23, 2017
|
Veronica J. Wilson
|
|
|
|
|
|
|
|
|
|
/s/ ANTHONY D. MCDUFFIE
|
|
Vice President and Chief Accounting Officer
|
|
February 23, 2017
|
Anthony D. McDuffie
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
To Lessor:
|
|
NP Land, LLC
|
|
|
5255 Boulder Highway
|
|
|
Las Vegas, Nevada 89122
|
|
|
|
And to:
|
|
OCM LandCO, LLC
|
|
|
333 S. Grand Avenue 28th Floor
|
|
|
Los Angeles, CA 90071
|
|
|
|
And to:
|
|
Snell & Wilmer, L.L.P.
|
|
|
3800 Howard Hughes Parkway
|
|
|
Suite 1000
|
|
|
Las Vegas, Nevada 89109
|
|
|
|
To Lessee:
|
|
Nevada Palace, LLC
|
|
|
5255 Boulder Highway
|
|
|
Las Vegas, Nevada 89122
|
|
|
|
|
|
|
And to:
|
|
OCM AcquisitionCo, LLC
|
|
|
333 S. Grand Avenue, 28th Floor
|
|
|
Los Angeles, CA 90071
|
|
|
LESSOR
|
|
|
|
|
|
NP LAND, LLC
|
|
|
A Nevada Limited liability company
|
|
|
|
|
|
By: /s/ William C. Wortman
|
|
|
Name: William C. Wortman
|
|
|
Title: Manager
|
|
|
|
|
|
|
|
|
LESSEE
|
|
|
|
|
|
NEVADA PLACE, LLC
|
|
|
A Nevada Limited liability company
|
|
|
|
|
|
By: /s/ William J. Paulos
|
|
|
Name: William J. Paulos
|
|
|
Title: Manager
|
EXHIBIT A
|
|
Legal Description of Land
|
|
|
|
EXHIBIT B
|
|
D.R. Horton Lease
|
|
|
|
EXHIBIT C
|
|
Schedule of Insurance
|
|
|
|
EXHIBIT D
|
|
Form of Memorandum of Lease
|
|
|
|
NEVADA PLACE, LLC
|
|
NP LAND, LLC
|
A Nevada Limited liability company
|
|
A Nevada Limited liability company
|
|
|
|
By: /s/ William J. Paulos
|
|
By: /s/ William C. Wortman
|
Name: William J. Paulos
|
|
Name: William C. Wortman
|
Title: Manager
|
|
Title: Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESSOR
|
|
|
|
|
|
NP LAND, LLC
|
|
|
A Nevada Limited liability company
|
|
|
|
|
|
By: /s/ William C. Wortman
|
|
|
Name: William C. Wortman
|
|
|
Title: Manager
|
|
|
|
|
|
|
|
|
LESSEE
|
|
|
|
|
|
NEVADA PLACE, LLC
|
|
|
A Nevada Limited liability company
|
|
|
|
|
|
By: /s/ Keith E. Smith
|
|
|
Name: Keith E. Smith
|
|
|
Title: Manager
|
Exhibit 12
|
|
|
|
|
|
|
|
|
|
||||||||||
Boyd Gaming Corporation
|
|
|
|
|
|
|
|
|
|
||||||||||
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
|||||||||||
(Unaudited)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
(In thousands, except ratio amounts)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Income/(loss) from continuing operations before income taxes and (income) loss from unconsolidated affiliates
|
$
|
7,987
|
|
|
$
|
4,061
|
|
|
$
|
(56,033
|
)
|
|
$
|
(55,887
|
)
|
|
$
|
(1,112,498
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
223,201
|
|
|
234,380
|
|
|
241,108
|
|
|
272,046
|
|
|
212,484
|
|
|||||
Subtract:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
(494
|
)
|
|
(136
|
)
|
|
(1,232
|
)
|
|
(1,108
|
)
|
|
(231
|
)
|
|||||
Earnings/(losses), as defined (1)
|
$
|
230,694
|
|
|
$
|
238,305
|
|
|
$
|
183,843
|
|
|
$
|
215,051
|
|
|
$
|
(900,245
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed, net of interest capitalized
|
$
|
212,692
|
|
|
$
|
224,590
|
|
|
$
|
230,060
|
|
|
$
|
262,995
|
|
|
$
|
207,102
|
|
Interest capitalized
|
494
|
|
|
136
|
|
|
1,232
|
|
|
1,108
|
|
|
231
|
|
|||||
Interest component of rental expense
|
10,015
|
|
|
9,654
|
|
|
9,816
|
|
|
7,943
|
|
|
5,151
|
|
|||||
Fixed Charges (2)
|
$
|
223,201
|
|
|
$
|
234,380
|
|
|
$
|
241,108
|
|
|
$
|
272,046
|
|
|
$
|
212,484
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
1.0x
|
|
1.0x
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Deficiency of earnings to fixed charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(57,265
|
)
|
|
$
|
(56,995
|
)
|
|
$
|
(1,112,729
|
)
|
Subsidiary Name
|
State or Other Jurisdiction of Incorporation
|
Boyd Gaming Corporation
|
Nevada
|
BGM Co. Inc.
|
Nevada
|
East West Gaming, LLC
|
California
|
Tides 8, LLC
|
California
|
ALST Casino Holdco, LLC
|
Delaware
|
Aliante Gaming, LLC
|
Nevada
|
Blue Chip Casino, LLC
|
Indiana
|
Boyd Acquisition, LLC
|
Delaware
|
Boyd Acquisition I, LLC
|
Delaware
|
Boyd Acquisition II, LLC
|
Delaware
|
Peninsula Gaming, LLC
|
Delaware
|
Belle of Orleans, L.L.C. dba Amelia Belle Casino
|
Louisiana
|
Diamond Jo, LLC dba Diamond Jo Casino
|
Delaware
|
Diamond Jo Worth, LLC dba Diamond Jo Worth
|
Delaware
|
Kansas Star Casino, LLC dba Kansas Star Casino
|
Kansas
|
Peninsula Gaming Corp.
|
Delaware
|
The Old Evangeline Downs, L.L.C. dba Evangeline Downs Racetrack & Casino
|
Louisiana
|
OED Acquisition, LLC
|
Delaware
|
Boyd Atlantic City, Inc.
|
New Jersey
|
Boyd Central Region, Inc.
|
Nevada
|
Boyd Development Corporation
|
Nevada
|
Boyd FSE, Inc.
|
Nevada
|
Boyd Gaming Japan Development Co.
|
Nevada
|
Boyd Interactive Gaming, Inc.
|
Nevada
|
Boyd Interactive Gaming, L.L.C.
|
Nevada
|
IA - IPR Holdings LLC
|
Nevada
|
Boyd Louisiana Racing, L.L.C.
|
Louisiana
|
Boyd Racing, L.L.C. dba Delta Downs Racetrack Hotel & Casino
|
Louisiana
|
Red River Entertainment of Shreveport, L.L.C. dba Sam's Town Shreveport
|
Louisiana
|
Treasure Chest Casino, L.L.C.
|
Louisiana
|
Boyd Office Building, Inc.
|
Nevada
|
Boyd Pennsylvania, Inc.
|
Pennsylvania
|
Boyd Pennsylvania Partners, LP
|
Pennsylvania
|
Boyd Rhode Island, Inc.
|
Nevada
|
Boyd Robinsonville, Inc.
|
Mississippi
|
Boyd Shared Services Inc. dba Boyd Linen and Uniform Services
|
Nevada
|
Boyd Travel, Inc. dba Vacations Hawaii
|
Nevada
|
Coast Vacations, Inc.
|
Nevada
|
Boyd Tunica, Inc. dba Sam's Town Hotel and Gambling Hall Tunica
|
Mississippi
|
Boyd Biloxi, LLC dba IP Casino Resort Spa
|
Mississippi
|
Boyd Florida, LLC
|
Mississippi
|
The Aragon Group
|
Florida
|
Subsidiary Name
|
State or Other Jurisdiction of Incorporation
|
Summersport Enterprises, LLC
|
Florida
|
Boyd Sunrise, LLC
|
Florida
|
BYDSSE Gaming, LLC
|
Florida
|
Tunica Golf Course, LLC
|
Mississippi
|
California Hotel & Casino dba California Hotel and Casino & Sam's Town Hotel & Gambling Hall
|
Nevada
|
1100 Boulder Highway, LLC
|
Nevada
|
California Hotel Finance Corporation
|
Nevada
|
Echelon Resorts LLC
|
Nevada
|
Eldorado, Inc. dba Eldorado Casino and Jokers Wild
|
Nevada
|
M.S.W., Inc. dba Main Street Station Hotel and Casino
|
Nevada
|
Sam-Will, Inc. dba Fremont Hotel & Casino
|
Nevada
|
Coast Casinos, Inc.
|
Nevada
|
Coast Hotels & Casinos, Inc. dba The Orleans Hotel and Casino, Gold Coast Hotel and Casino, Suncoast Hotel and Casino
|
Nevada
|
BNLV, L.L.C.
|
Nevada
|
BCO Gaming, L.L.C.
|
Nevada
|
Constellation Insurance Company, Inc.
|
Hawaii
|
Echelon Resorts Corporation
|
Nevada
|
FGB Development, Inc.
|
Florida
|
The Aragon Group
|
Florida
|
Summersport Enterprises, LLC
|
Florida
|
Nevada Palace, LLC
|
Nevada
|
Par-A-Dice Gaming Corporation dba Par-A-Dice Casino
|
Illinois
|
The Cannery Hotel and Casino, LLC
|
Nevada
|
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
|
Date:
|
February 23, 2017
|
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
|
Date:
|
February 23, 2017
|
By:
|
/s/ Josh Hirsberg
|
|
|
|
Josh Hirsberg
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Date;
|
February 23, 2017
|
By:
|
/s/ Keith E. Smith
|
|
|
|
Keith E. Smith
|
|
|
|
President and Chief Executive Officer
|
Date:
|
February 23, 2017
|
By:
|
/s/ Josh Hirsberg
|
|
|
|
Josh Hirsberg
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
•
|
the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
|
•
|
the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
|
•
|
the establishment and maintenance of responsible accounting practices and procedures;
|
•
|
the maintenance of effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;
|
•
|
providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;
|
•
|
the prevention of cheating and fraudulent practices;
|
•
|
the maintenance of a Gaming Compliance and Reporting Plan, including the establishment of a Gaming Compliance Committee and the retention of a Corporate Compliance Officer; and
|
•
|
the provision of a source of state and local revenues through taxation and licensing fees.
|
•
|
voting on all matters voted on by stockholders;
|
•
|
making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in our management, policies or operations; and
|
•
|
such other activities as the Nevada Commission may determine to be consistent with such investment intent.
|
•
|
pay that person any dividend or interest upon voting securities of Boyd Gaming;
|
•
|
allow that person to exercise, directly or indirectly, any voting right conferred through securities held by the person;
|
•
|
pay remuneration in any form to that person for services rendered or otherwise; or
|
•
|
fail to pursue all lawful efforts to require such unsuitable person to relinquish their voting securities for cash at fair market value.
|
•
|
pays to the unsuitable person any dividend, interest, or any distribution whatsoever;
|
•
|
recognizes any voting right by such unsuitable person in connection with such securities;
|
•
|
pays the unsuitable person remuneration in any form; or
|
•
|
makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.
|
•
|
assure the financial stability of corporate gaming operators and their affiliates;
|
•
|
preserve the beneficial aspects of conducting business in the corporate form; and
|
•
|
promote a neutral environment for the orderly governance of corporate affairs.
|
•
|
a percentage of the gross revenues received;
|
•
|
the number of gaming devices operated; or
|
•
|
the number of table games operated.
|
•
|
electronic gaming devices positions will be determined as 90% of the total number of devices available for play;
|
•
|
craps tables will be counted as having ten gaming positions; and
|
•
|
games utilizing live gaming devices, except for craps, will be counted as having five gaming positions.
|
•
|
substantially impede or suppress competition among holders of owners' licenses;
|
•
|
adversely impact the economic stability of the riverboat casino industry in Illinois; or
|
•
|
negatively impact the purposes of the initial Illinois Act, including tourism, economic development, benefits to local communities, and State and local revenues.
|
•
|
the percentage share of the market presently owned or controlled by the person or entity;
|
•
|
the estimated increase in the market share if the person or entity is approved to hold the owner's license;
|
•
|
the relative position of other persons or entities that own or control owners' licenses in Illinois;
|
•
|
the current and projected financial condition of the riverboat gaming industry;
|
•
|
the current market conditions, including proximity and level of competition, consumer demand, market concentration, and any other relevant characteristics of the market;
|
•
|
whether the license to be approved has separate organizational structures or other independent obligations;
|
•
|
the potential impact on the projected future growth and development of the riverboat gambling industry, the local communities in which licenses are located, and the State of Illinois;
|
•
|
the barriers to entry into the riverboat gambling industry and if the approval of the license will operate as a barrier to new companies and individuals desiring to enter the market;
|
•
|
whether the approval of the license is likely to result in enhancing the quality and customer appeal of products and services offered by riverboat casinos in order to maintain or increase their respective market shares;
|
•
|
whether a restriction on the approval of the additional license is necessary in order to encourage and preserve competition in casino operations; and
|
•
|
any other relevant information.
|
•
|
hire, fire, promote and discipline personnel and retain outside employees or consultants;
|
•
|
take possession of any and all property, including but not limited to its books, records, and papers;
|
•
|
preserve or dispose of any and all property;
|
•
|
continue and direct the gaming operations under the monitoring of the Illinois Board;
|
•
|
discontinue and dissolve the gaming operation;
|
•
|
enter into and cancel contracts;
|
•
|
borrow money and pledge, mortgage or otherwise encumber the property;
|
•
|
pay all secured and unsecured obligations;
|
•
|
institute or defend actions by or on behalf of the holder of an owner's license; and
|
•
|
distribute earnings derived from gaming operations in the same manner as admission and wagering taxes are distributed under Sections 12 and 13 of the initial Illinois Act.
|
•
|
any Business Entity and any individual with an ownership interest or voting rights of more than 5% in the licensee or applicant, and the trustee of any trust holding such ownership interest or voting rights;
|
•
|
the directors of the licensee or applicant and its chief executive officer, president and chief operating officer, or their functional equivalents; and
|
•
|
all other individuals or Business Entities that, upon review of the applicant's or licensee's Table of Organization, Ownership and Control (as discussed below), the Illinois Board determines hold a position or a level of ownership, control or influence that is material to the regulatory concerns and obligations of the Illinois Board for the specified licensee or applicant.
|
•
|
the name and percentage of ownership interest of each individual or Business Entity with ownership of more than 5% of the voting shares of the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission;
|
•
|
to the extent known, the names and percentage of interest of ownership of persons who are relatives of one another and who together (as individuals or through trusts) exercise control over or own more than 10% of the voting shares of the entity; and
|
•
|
any trust holding more than 5% of the ownership or voting interest in the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission. The Table may be disclosed under the Freedom of Information Act.
|
•
|
Key Persons;
|
•
|
type of entity;
|
•
|
equity and debt capitalization of the entity;
|
•
|
investors or debt holders;
|
•
|
source of funds;
|
•
|
applicant's economic development plan;
|
•
|
riverboat capacity or significant design change;
|
•
|
gaming positions;
|
•
|
anticipated economic impact; or
|
•
|
agreements, oral or written, relating to the acquisition or disposition of property (real or personal) of a value greater than $1 million.
|
•
|
cash flow, casino cash and working capital requirements;
|
•
|
debt service requirements, obligations and covenants associated with financial instruments;
|
•
|
requirements for repairs and maintenance and capital improvements;
|
•
|
employment or economic development requirements of the Amended Illinois Act; and
|
•
|
a licensee's financial projections.
|
Table Games -- January 1, 2012 - June 30, 2013
|
Table Games -- Beginning July 1, 2013
|
||
AGR
|
Privilege Tax Rate
|
AGR
|
Privilege Tax Rate
|
0 to $25M
|
12.0%
|
0 to $25M
|
10.0%
|
$25M to $50M
|
19.5%
|
$25M to $50M
|
17.5%
|
$50M to $70M
|
24.5%
|
$50M to $70M
|
22.5%
|
$70M and up
|
16.0%
|
$70M and up
|
16.0%
|
|
|
|
|
All Other Games -- January 1, 2012 - June 30, 2013
|
All Other Games -- Beginning July 1, 2013
|
||
AGR
|
Privilege Tax Rate
|
AGR
|
Privilege Tax Rate
|
0 to $25M
|
12.0%
|
0 to $25M
|
10.0%
|
$25M to $50M
|
19.5%
|
$25M to $50M
|
17.5%
|
$50M to $75M
|
24.5%
|
$50M to $75M
|
22.5%
|
$75M to $100M
|
29.5%
|
$75M to $100M
|
27.5%
|
$100M to $150M
|
34.5%
|
$100M to $150M
|
32.5%
|
$150M to $200M
|
39.0%
|
$150M to $200M
|
35.0%
|
$200M and up
|
44.0%
|
$200M and up
|
40.0%
|
Table Games -- January 1, 2012 - June 30, 2013
|
Table Games -- Beginning July 1, 2013
|
||
AGR
|
Privilege Tax Rate
|
AGR
|
Privilege Tax Rate
|
0 to $50M
|
12.0%
|
0 to $50M
|
10.0%
|
$50M to $100M
|
19.5%
|
$50M to $100M
|
17.5%
|
$100M to $140M
|
24.5%
|
$100M to $140M
|
22.5%
|
$140M and up
|
16.0%
|
$140M and up
|
16.0%
|
|
|
|
|
All Other Games -- January 1, 2012 - June 30, 2013
|
All Other Games -- Beginning July 1, 2013
|
||
AGR
|
Privilege Tax Rate
|
AGR
|
Privilege Tax Rate
|
0 to $50M
|
12.0%
|
0 to $50M
|
10.0%
|
$50M to $100M
|
19.5%
|
$50M to $100M
|
17.5%
|
$100M to $150M
|
24.5%
|
$100M to $150M
|
22.5%
|
$150M to $200M
|
29.5%
|
$150M to $200M
|
27.5%
|
$200M to $300M
|
34.5%
|
$200M to $300M
|
32.5%
|
$300M to $400M
|
39.0%
|
$300M to $400M
|
35.0%
|
$400M and up
|
44.0%
|
$400M and up
|
40.0%
|
•
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Legislation adopted in May 2003 eliminated the Riverboat Owner’s License for a riverboat to be docked in a county contiguous to Patoka Lake. However, the General Assembly authorized the Indiana Gaming Commission to enter into a contract pursuant to which an Operating Agent can operate a riverboat in Orange County, which is contiguous to Patoka
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•
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Legislation enacted in April 2007 specified a riverboat cannot be moved from the county in which it was docked on January 1, 2007, to another county.
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•
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In May 2008 the horse track located in Anderson, Indiana commenced slot operations and in June 2008 the horse track located in Shelbyville, Indiana commenced slot operations pursuant to the Gambling Games at Racetracks legislation. Each horse track may install up to 2,000 slot machines (“Racino”). The Indiana Gaming Commission may authorize the installation of additional slot machines at each Racino.
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•
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Public Law 255-2015 specifies a process for entering into tribal-state compacts concerning Indian Gaming, a procedure not previously in Indiana law. It should be noted that in May of 2012, the Pokagon Band of Potawatomi Indians submitted to the Bureau of Indian Affairs a fee-to-trust application to take 165 acres of land in South Bend into trust. The proposed development includes a Class III casino-style gaming facility.
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•
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Public Law 255-2015provides for table games at Racinos beginning in 2021 upon application and approval by the Indiana Gaming Commission and further limits the number of gambling games a Racino may offer to 2,200 after January 1, 2021.
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•
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Public Law 212-2016, codified at Indiana Code 4-33-24-1., legalized Fantasy Sports play in Indiana.
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•
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Public Law 72-2016, codified at Indiana Code 4-33-4-3.5, amended existing law and now requires all licensed owners and operating agent to pay to the commission a special Workers Compensation Fee of $12,000 per year in exchange for the removal of the requirement to reimburse Workers Compensation costs incurred by Gaming Enforcement Agents and support staff.
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•
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a person who owns at least one percent of a Riverboat Licensee, Operating Agent or Racino licensee;
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•
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a person who is an officer of a Riverboat Licensee, Operating Agent or Racino Licensee;
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•
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a person who is an officer of a person that owns at least one percent of a Riverboat Licensee, Operating Agent or Racino Licensee; or
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•
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a person who is a political action committee of a Riverboat Licensee, Operating Agent, or Racino Licensee.
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•
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to develop a historic riverboat industry that will assist in the growth of the tourism market;
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•
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to license and supervise the riverboat industry from the period of construction through actual operation;
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•
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to regulate the operators, manufacturers, suppliers and distributors of gaming devices; and
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•
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to license all entities involved in the riverboat gaming industry.
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•
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to revitalize and rehabilitate pari-mutuel racing facilities through the allowance of slot machine operations at certain racetracks; and
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•
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to regulate and license owners of such facilities.
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•
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to encourage the development of horse racing with pari-mutuel wagering on a high plane;
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•
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to encourage the development and ownership of race horses;
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•
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to regulate the business of racing horses and to provide the orderly conduct of racing;
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•
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to provide financial assistance to encourage the business of racing horses; and
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•
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to provide a program for the regulation, ownership, possession, licensing, keeping, breeding and inoculation of horses.
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•
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$50,000 per year for the first year and $100,000 for each year thereafter; and
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•
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21.5% of net gaming proceeds.
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•
|
15% of the annual net slot machine proceeds are dedicated to supplement purses of the live horse race meets held at the facility;
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•
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3% of the annual net slot machine proceeds dedicated to horse breeders associations;
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•
|
18.5% taxable net slot machine proceeds are paid to the state;
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•
|
For Delta Downs, an admission tax of $0.25 per person attending live racing and off-track betting facilities only on those days when there are scheduled live races at its racetrack (currently Thursdays through Sundays) from the hours of 6:00 p.m. until 12:00 a.m. and during those periods when it is not conducting live racing (i.e., between race meetings) only on Thursdays through Mondays from the hours of 12:00 p.m. until 12:00 a.m.; and
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•
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For Evangeline Downs, an admission tax of $0.25 per person attending live racing and off-track betting facilities during those periods when it is conducting race meetings from one hour before post time until one hour after the conclusion of racing; during periods when it is not conducting race meetings, on all persons entering on Thursday through Monday from 12 p.m. until 12 a.m. each day.
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•
|
receive dividends or interest in debt or securities;
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•
|
exercise directly or through a nominee a right conferred by the securities or indebtedness; receive any remuneration from the licensee;
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•
|
receive any economic benefit from the licensee; or
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•
|
continue in an ownership or economic interest in a licensee or remain as a manager, director or partner of a licensee.
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•
|
racing experience;
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•
|
financial qualifications;
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•
|
moral and financial qualifications of applicant and applicant's partners, officers and officials;
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•
|
the expected effect on the breeding and horse industry;
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•
|
the expected effect on the State's economy; and
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•
|
the hope of financial success.
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•
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the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
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•
|
the establishment and maintenance of responsible accounting practices and procedures;
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•
|
the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing for reliable record keeping and requiring the filing of periodic reports with the Mississippi Commission;
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•
|
the prevention of cheating and fraudulent practices;
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•
|
providing a source of state and local revenues through taxation and licensing fees; and
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•
|
ensuring that gaming licensees, to the extent practicable, employ Mississippi residents.
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•
|
voting on all matters voted on by stockholders;
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•
|
making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and
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•
|
such other activities as the Mississippi Commission may determine to be consistent with such investment intent.
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•
|
pays the unsuitable person any dividend or other distribution upon such person's voting securities;
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•
|
recognizes the exercise, directly or indirectly, of any voting rights conferred by securities held by the unsuitable person;
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•
|
pays the unsuitable person any remuneration in any form for services rendered or otherwise, except in certain limited and specific circumstances; or
|
•
|
fails to pursue all lawful efforts to require the unsuitable person to divest himself of the securities, including, if necessary, the immediate purchase of the securities for cash at a fair market value.
|
•
|
pays to the unsuitable person any dividend, interest, or any distribution whatsoever;
|
•
|
recognizes any voting right by the unsuitable person in connection with those securities;
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•
|
pays the unsuitable person remuneration in any form; or
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•
|
makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.
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•
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assure the financial stability of corporate gaming operators and their affiliates;
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•
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preserve the beneficial aspects of conducting business in the corporate form; and
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•
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promote a neutral environment for the orderly governance of corporate affairs.
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•
|
a percentage of the gross gaming revenues received by the casino operation;
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•
|
the number of gaming devices operated by the casino; or
|
•
|
the number of table games operated by the casino.
|