BOYD GAMING CORP (Form: 10-Q, Received: 11/05/2020 16:31:02)

0000906553 BOYD GAMING CORP false --12-31 Q3 2020 0.01 0.01 5,000,000 5,000,000 0.01 0.01 200,000,000 200,000,000 111,539,603 111,542,108 0.06 0.07 0.07 10 40.9 0.6 6.2 0.9 Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers. 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-Q

____________________________________________________

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-12882

___________________________________________________

BOYD GAMING CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________________________

Nevada

88-0242733

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, NV 89169

(Address of principal executive offices) (Zip Code)

(702) 792-7200

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

____________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class		Trading Symbol(s)		Name of each exchange on which registered
	Common stock, $0.01 par value		BYD		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

The number of shares outstanding of the registrant’s common stock as of November 2, 2020 was 111,540,103.

Table of Contents

BOYD GAMING CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2020

TABLE OF CONTENTS

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	3

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2020 and 2019	5

	Condensed Consolidated Statements of Changes in Stockholders' Equity for each of the quarters within the nine months ended September 30, 2020 and 2019	6

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34

Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 6.	Exhibits	37

Signature Page		38

Table of Contents

PART I. Financial Information

Item 1. Financial Statements (Unaudited)

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

	*September 30,*		*December 31,*
*(In thousands, except share data)*	*2020*		*2019*
ASSETS
Current assets
Cash and cash equivalents	$	506,046	$	249,977
Restricted cash		15,024		20,471
Accounts receivable, net		43,778		54,864
Inventories		22,769		22,101
Prepaid expenses and other current assets		52,665		46,481
Income taxes receivable		340		5,600
Total current assets		640,622		399,494
Property and equipment, net		2,533,897		2,672,553
Operating lease right-of-use assets		931,797		936,170
Other assets, net		99,435		91,750
Intangible assets, net		1,390,605		1,466,891
Goodwill, net		971,287		1,083,287
Total assets	$	6,567,643	$	6,650,145
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	67,383	$	91,003
Current maturities of long-term debt		29,165		26,994
Accrued liabilities		424,626		438,896
Total current liabilities		521,174		556,893
Long-term debt, net of current maturities and debt issuance costs		3,958,367		3,738,937
Operating lease liabilities, net of current portion		855,559		840,285
Deferred income taxes		121,901		162,695
Other long-term tax liabilities		—		3,840
Other liabilities		66,731		82,253
Commitments and contingencies (Notes 6 and 8)
Stockholders' equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized		—		—
Common stock, $0.01 par value, 200,000,000 shares authorized; 111,539,603 and 111,542,108 shares outstanding		1,115		1,115
Additional paid-in capital		879,450		883,715
Retained earnings		162,955		380,942
Accumulated other comprehensive income (loss)		391		(530	)
Total stockholders' equity		1,043,911		1,265,242
Total liabilities and stockholders' equity	$	6,567,643	$	6,650,145

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

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
*(In thousands, except per share data)*	*2020*			*2019*			*2020*			*2019*
Revenues
Gaming	$	565,965		$	613,487		$	1,260,841		$	1,867,399
Food & beverage		38,778			108,069			139,323			331,206
Room		26,925			60,705			80,570			179,046
Other		20,570			37,307			61,888			115,337
Total revenues		652,238			819,568			1,542,622			2,492,988
Operating costs and expenses
Gaming		214,984			276,302			530,445			835,511
Food & beverage		38,691			101,981			145,275			307,609
Room		12,931			28,393			41,013			83,074
Other		5,809			23,526			29,425			72,154
Selling, general and administrative		86,983			116,899			260,681			349,011
Master lease rent expense		25,914			24,665			75,992			73,058
Maintenance and utilities		33,751			41,351			88,551			119,158
Depreciation and amortization		69,320			65,092			205,498			200,396
Corporate expense		19,605			21,411			58,526			79,501
Project development, preopening and writedowns		2,249			5,297			9,582			14,243
Impairment of assets		—			—			171,100			—
Other operating items, net		14,928			1,260			23,570			1,564
Total operating costs and expenses		525,165			706,177			1,639,658			2,135,279
Operating income (loss)		127,073			113,391			(97,036	)		357,709
Other expense (income)
Interest income		(468	)		(434	)		(1,476	)		(1,356	)
Interest expense, net of amounts capitalized		62,387			59,661			173,440			182,224
Loss on early extinguishments and modifications of debt		413			242			1,000			750
Other, net		(4,977	)		113			(5,206	)		(227	)
Total other expense, net		57,355			59,582			167,758			181,391
Income (loss) before income taxes		69,718			53,809			(264,794	)		176,318
Income tax benefit (provision)		(31,602	)		(14,404	)		46,807			(42,978	)
Net income (loss)	$	38,116		$	39,405		$	(217,987	)	$	133,340


Basic net income (loss) per common share	$	0.34		$	0.35		$	(1.92	)	$	1.18
Weighted average basic shares outstanding		113,520			113,526			113,495			113,395


Diluted net income (loss) per common share	$	0.33		$	0.35		$	(1.92	)	$	1.17
Weighted average diluted shares outstanding		113,862			113,971			113,495			113,879

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

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
*(In thousands)*	*2020*		*2019*		*2020*			*2019*
Net income (loss)	$	38,116	$	39,405	$	(217,987	)	$	133,340
Other comprehensive income (loss), net of tax:
Fair value adjustments to available-for-sale securities, net of tax		239		543		921			996
Comprehensive income (loss)	$	38,355	$	39,948	$	(217,066	)	$	134,336

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

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)

													*Accumulated Other*
	*Common Stock*						*Additional*			*Retained*			*Comprehensive*
*(In thousands, except share data)*	*Shares*			*Amount*			*Paid-in Capital*			*Earnings*			*Income (Loss), Net*			*Total*
Balances, January 1, 2020		111,542,108		$	1,115		$	883,715		$	380,942		$	(530	)	$	1,265,242
Net loss		—			—			—			(147,559	)		—			(147,559	)
Comprehensive income, net of tax		—			—			—			—			1,127			1,127
Stock options exercised		3,000			—			25			—			—			25
Release of restricted stock units, net of tax		76,502			1			(767	)		—			—			(766	)
Release of performance stock units, net of tax		241,118			2			(3,372	)		—			—			(3,370	)
Shares repurchased and retired		(682,596	)		(6	)		(11,114	)		—			—			(11,120	)
Share-based compensation costs		—			—			8,191			—			—			8,191
Balances, March 31, 2020		111,180,132			1,112			876,678			233,383			597			1,111,770
Net loss		—			—			—			(108,544	)		—			(108,544	)
Comprehensive loss, net of tax		—			—			—			—			(445	)		(445	)
Stock options exercised		1,000			—			8			—			—			8
Release of restricted stock units, net of tax		183,741			2			(6	)		—			—			(4	)
Release of performance stock units, net of tax		20,082			1			—			—			—			1
Shares repurchased and retired		—			(1	)		—			—			—			(1	)
Share-based compensation costs		—			—			2,693			—			—			2,693
Balances, June 30, 2020		111,384,955			1,114			879,373			124,839			152			1,005,478
Net income		—			—			—			38,116			—			38,116
Comprehensive income, net of tax		—			—			—			—			239			239
Stock options exercised		139,065			1			1,159			—			—			1,160
Release of restricted stock units, net of tax		15,583			—			(224	)		—			—			(224	)
Release of performance stock units, net of tax		—			—			—			—			—			—
Shares repurchased and retired		—			—			—			—			—			—
Share-based compensation costs		—			—			(858	)		—			—			(858	)
Balances, September 30, 2020		111,539,603		$	1,115		$	879,450		$	162,955		$	391		$	1,043,911

													*Accumulated Other*
	*Common Stock*						*Additional*			*Retained*			*Comprehensive*
*(In thousands, except share data)*	*Shares*			*Amount*			*Paid-in Capital*			*Earnings*			*Income (Loss), Net*			*Total*
Balances, January 1, 2019		111,757,105		$	1,118		$	892,331		$	253,357		$	(1,065	)	$	1,145,741
Net income		—			—			—			45,451			—			45,451
Comprehensive income, net of tax		—			—			—			—			465			465
Stock options exercised		137,063			1			1,261			—			—			1,262
Release of restricted stock units, net of tax		46,958			—			(418	)		—			—			(418	)
Release of performance stock units, net of tax		270,960			3			(3,768	)		—			—			(3,765	)
Shares repurchased and retired		(830,100	)		(8	)		(21,645	)		—			—			(21,653	)
Dividends declared ($0.06 per share)		—			—			—			(6,683	)		—			(6,683	)
Share-based compensation costs		—			—			9,709			—			—			9,709
Balances, March 31, 2019		111,381,986			1,114			877,470			292,125			(600	)		1,170,109
Net income		—			—			—			48,484			—			48,484
Comprehensive loss, net of tax		—			—			—			—			(12	)		(12	)
Stock options exercised		—			—			—			—			—			—
Release of restricted stock units, net of tax		13,075			1			(136	)		—			—			(135	)
Release of performance stock units, net of tax		—			—			—			—			—			—
Shares repurchased and retired		(245,221	)		(4	)		(6,104	)		—			—			(6,108	)
Dividends declared ($0.07 per share)		—			—			—			(7,781	)		—			(7,781	)
Share-based compensation costs		—			—			8,158			—			—			8,158
Balances, June 30, 2019		111,149,840			1,111			879,388			332,828			(612	)		1,212,715
Net income		—			—			—			39,405			—			39,405
Comprehensive income, net of tax		—			—			—			—			543			543
Stock options exercised		3,416			—			27			—			—			27
Release of restricted stock units, net of tax		2,878			—			(38	)		—			—			(38	)
Release of performance stock units, net of tax		—			—			—			—			—			—
Shares repurchased and retired		(11,354	)		—			(284	)		—			—			(284	)
Dividends declared ($0.07 per share)		—			—			—			(7,780	)		—			(7,780	)
Share-based compensation costs		—			—			3,559			—			—			3,559
Balances, September 30, 2019		111,144,780		$	1,111		$	882,652		$	364,453		$	(69	)	$	1,248,147

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

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BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	*Nine Months Ended*
	*September 30,*
*(In thousands)*	*2020*			*2019*
Cash Flows from Operating Activities
Net income (loss)	$	(217,987	)	$	133,340
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		205,498			200,396
Amortization of debt financing costs and discounts on debt		9,066			6,974
Non-cash operating lease expense		43,806			23,972
Share-based compensation expense		10,026			21,426
Deferred income taxes		(40,794	)		40,279
Non-cash impairment of assets		171,100			—
Loss on early extinguishments and modifications of debt		1,000			750
Other operating activities		(27	)		1,363
Changes in operating assets and liabilities:
Accounts receivable, net		11,086			3,710
Inventories		(668	)		9
Prepaid expenses and other current assets		(7,560	)		(10,436	)
Income taxes (receivable) payable, net		5,260			(532	)
Other assets, net		(1,788	)		(3,546	)
Accounts payable and accrued liabilities		(29,316	)		16,840
Operating lease liabilities		(43,806	)		(23,972	)
Other long-term tax liabilities		(3,840	)		153
Other liabilities		12,957			4,663
Net cash provided by operating activities		124,013			415,389
Cash Flows from Investing Activities
Capital expenditures		(105,077	)		(166,797	)
Cash paid for acquisitions, net of cash received		(11,201	)		(5,535	)
Other investing activities		—			(23,259	)
Net cash used in investing activities		(116,278	)		(195,591	)
Cash Flows from Financing Activities
Borrowings under bank credit facility		965,100			1,061,929
Payments under bank credit facility		(1,281,421	)		(1,240,950	)
Proceeds from issuance of senior notes		600,000			—
Debt financing costs, net		(17,142	)		(44	)
Share-based compensation activities, net		(3,170	)		(3,067	)
Shares repurchased and retired		(11,121	)		(28,045	)
Dividends paid		(7,808	)		(21,169	)
Other financing activities		(1,551	)		(215	)
Net cash provided by (used in) financing activities		242,887			(231,561	)
Change in cash, cash equivalents and restricted cash		250,622			(11,763	)
Cash, cash equivalents and restricted cash, beginning of period		270,448			273,202
Cash, cash equivalents and restricted cash, end of period	$	521,070		$	261,439
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	$	131,568		$	161,028
Cash paid for (received from) income taxes		(6,846	)		3,458
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures	$	3,774		$	1,586
Mortgage settlement in exchange for real estate		57,684			—

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

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

We are a geographically diversified operator of 29 wholly owned gaming entertainment properties. Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania.

Going Concern Matters and Management's Assessment

As a result of the COVID-19 global pandemic, all of our gaming facilities were closed in mid- March 2020 in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus. As of September 30, 2020, 26 of our 29 gaming facilities have re-opened and are operating, subject to various health and safety measures, including occupancy limitations. Three of our properties in Las Vegas remain closed to the public due to the current levels of the demand in the market and our cost containment efforts. No dates have been set for re-opening these properties. We cannot predict whether we will be required to temporarily close some or all of our re-opened casinos in the future. Further, we cannot currently predict the ongoing impact of the pandemic on consumer demand and the negative effects on our workforce, suppliers, contractors and other partners. In responding to these circumstances, the safety and well-being of our team members and customers is our utmost priority. We have developed and implemented a broad range of safety protocols at our properties to ensure the health and safety of our team members and our customers.

The closures of our properties had a material impact on our business, and the COVID-19 pandemic, the associated impacts on customer behavior and the requirements of health and safety protocols are expected to continue to have a material impact on our business. The severity and duration of such business impacts cannot currently be estimated and the ultimate impact of the COVID-19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, its impact on the economy and consumer behavior and demand, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in additional business disruptions, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.

We have taken significant measures in response to the impact of the COVID-19 pandemic on our business, including (i) reducing the offering of certain amenities (because such amenities must remain closed) and otherwise limiting the availability of certain offerings, such as deactivating a substantial number of gaming devices to maintain social distancing and substantially limiting restaurant seating, as well as substantially limiting the number of customers permitted to be in a property at any time; (ii) adjusting property and corporate staffing levels in response to operational refinements and business volumes present as we re-opened our properties; (iii) suspending our quarterly cash dividend and share repurchase programs; and (iv) suspending all non-essential spending, including non-essential capital investment.

On May 8, 2020, we amended the Boyd Credit Agreement to, among other things, waive the financial covenants for the period beginning on March 30, 2020 through the earlier of (x) the date on which the Company delivers to the administrative agent a covenant relief period termination notice, (y) the date on which the administrative agent receives a compliance certificate with respect to the Company’s fiscal quarter ending June 30, 2021, and (z) the date on which the Company fails to satisfy the conditions to covenant relief set forth in the amendment. On May 21, 2020, we issued $600 million aggregate principal amount of 8.625% senior notes due 2025 to further increase our cash position. In August 2020, the Company further amended the Boyd Credit Agreement to increase the Revolving Credit Facility capacity by $88.2 million and extend the Revolving Credit Facility and Term A Loan to September 2023. (See Note 5, Long-Term Debt, for further discussion of these events.)

Due to the adverse impacts of COVID-19 on our business, we currently anticipate funding our operations over the next 12 months with the cash being generated by our re-opened properties, supplemented, if necessary, by the cash we currently have available and the borrowing capacity available under our Revolving Credit Facility. We assessed the recoverability of our assets as of the end of first quarter considering our then current expectations of the timing of re-openings and the expected level of operations to be achieved post re-opening. Based on this review, we recognized pre-tax, non-cash impairment charges of $171.1 million in the first quarter of 2020. If our expectations regarding projected revenues and cash flows related to our assets are not achieved, we may be subject to additional impairment charges in the future, which could have a material adverse impact on our consolidated financial statements. Our conclusions based on our reviews as of the end of second quarter and third quarter of 2020 were that no additional impairment charges were required.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2019, as filed with the U.S. Securities and Exchange Commission ("SEC") on February 27, 2020.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

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

The accompanying condensed consolidated financial statements include the accounts of Boyd Gaming and its wholly owned subsidiaries. Investments in unconsolidated affiliates, which do not meet the consolidation criteria of the authoritative accounting guidance for voting interest, controlling interest or variable interest entities, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

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

Restricted Cash

Restricted cash consists primarily of advance payments related to: (i) future bookings with our Hawaiian travel agency; and (ii) amounts restricted by regulation for gaming and racing purposes. These restricted cash balances are invested in highly liquid instruments with a maturity of 90 days or less. These restricted cash balances are held by high credit quality financial institutions. The carrying value of these instruments approximates their fair value due to their short maturities.

The following table provides a reconciliation of cash, cash equivalents and restricted cash balances reported within the condensed consolidated balance sheets to the total balance shown in the condensed consolidated statements of cash flows.

	*September 30,*		*December 31,*		*September 30,*		*December 31,*
*(In thousands)*	*2020*		*2019*		*2019*		*2018*
Cash and cash equivalents	$	506,046	$	249,977	$	235,084	$	249,417
Restricted cash		15,024		20,471		26,355		23,785
Total cash, cash equivalents and restricted cash	$	521,070	$	270,448	$	261,439	$	273,202

Leases

Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. For our operating leases for which the rate implicit in the lease is not readily determinable, we generally use an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating right-of-use ("ROU") assets and finance lease assets are recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease and non-lease components are accounted for separately.

Revenue Recognition

The Company’s revenue contracts with customers consist of gaming wagers, hotel room sales, food & beverage offerings and other amenity transactions. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gross gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food & beverage or when the service is provided for other amenity transactions.

Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the loyalty point contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately. The loyalty point contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note 4, Accrued Liabilities, for the balance outstanding related to player loyalty programs.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

The Company collects advanced deposits from hotel customers for future reservations representing obligations of the Company until the hotel room stay is provided to the customer. See Note 4, Accrued Liabilities, for the balance outstanding related to advance deposits.

The Company's outstanding chip liability represents the amounts owed in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. See Note 4, Accrued Liabilities, for the balance outstanding related to the chip liability.

The retail value of hotel accommodations, food & beverage, and other services furnished to guests without charge is recorded as departmental revenues. Gaming revenues are net of incentives earned in our slot bonus program such as cash and the estimated retail value of goods and services (such as complimentary hotel rooms and food & beverage). We reward customers, through the use of bonus programs, with points based on amounts wagered that can be redeemed for a specified period of time for complimentary slot play, food & beverage, and to a lesser extent for other goods or services, depending upon the property.

The estimated retail value related to goods and services provided to customers without charge or upon redemption of points under our player loyalty programs, included in departmental revenues and therefore reducing our gaming revenues, are as follows:

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
*(In thousands)*	*2020*		*2019*		*2020*		*2019*
Food & beverage	$	20,055	$	52,924	$	69,470	$	159,966
Rooms		12,007		24,482		34,162		71,798
Other		1,211		3,753		4,265		10,983

Gaming Taxes

We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are recorded as a gaming expense in the condensed consolidated statements of operations. These taxes totaled approximately $114.8 million and $136.2 million for the three months ended September 30, 2020 and 2019, respectively, and $259.7 million and $411.0 million for the nine months ended September 30, 2020 and 2019, respectively.

Income Taxes

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

Other Long-Term Tax Liabilities

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

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

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

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates, especially given that the full impact of COVID-19 is not yet known, and could have a material adverse impact on our consolidated financial statements.

Table

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

Recently Adopted Accounting Pronouncement

In March 2020, the SEC amended Rules 3-10 and 3-16 of Regulation S-X, narrowing the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those separate statements. The final rule also allows us to replace the condensed consolidating financial information for our subsidiary guarantors and non-guarantors that had been provided in the footnotes of our previous filings with the simplified disclosure that is now included within our Management’s Discussion and Analysis. This rule is effective January 4, 2021 with early adoption permitted. The Company elected to early adopt this rule during the three months ended June 30, 2020.

Accounting Standards Update ("ASU") Reference Rate Reform, Topic 848 ("Update 2020-04")

In March 2020, the FASB issued Update 2020-04 to provide optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. Update 2020-04 was effective upon issuance and may be applied prospectively through December 31, 2022. The application of Update 2020-04 is not expected to have a material impact on the condensed consolidated financial statements.

ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("Update 2018-13")

In August 2018, the Financial Accounting Standards Board ("FASB") issued Update 2018-13 to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2019. The Company adopted Update 2018-13 during first quarter 2020 and the impact of the adoption to its condensed consolidated financial statements was not material.

Recently Issued Accounting Pronouncements

ASU 2020-01, Investments - Equity Securities, Topic 321, Investments - Equity Method and Joint Ventures, Topic 323, and Derivative and Hedging, Topic 815 ("Update 2020-01")

In January 2020, the FASB issued Update 2020-01 to clarify guidance in accounting for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative. Update 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is evaluating the impact of the adoption of Update 2020-01 to the condensed consolidated financial statements.

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

NOTE 2. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	*September 30,*		*December 31,*
*(In thousands)*	*2020*		*2019*
Land	$	322,406	$	324,501
Buildings and improvements		3,053,179		3,090,974
Furniture and equipment		1,650,189		1,596,395
Riverboats and barges		241,043		241,036
Construction in progress		72,936		56,069
Total property and equipment		5,339,753		5,308,975
Less accumulated depreciation		2,805,856		2,636,422
Property and equipment, net	$	2,533,897	$	2,672,553

Depreciation expense is as follows:

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
*(In thousands)*	*2020*		*2019*		*2020*		*2019*
Depreciation expense	$	64,478	$	57,278	$	190,975	$	178,175

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

NOTE 3. GOODWILL AND INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:

	*September 30, 2020*
	*Weighted*	*Gross*					*Accumulated*
	*Useful Life*	*Carrying*		*Accumulated*			*Impairment*			*Intangible*
*(In thousands)*	*Remaining (in years)*	*Value*		*Amortization*			*Losses*			*Assets, Net*
*Amortizing intangibles*
Customer relationships	2.7	$	68,100	$	(51,197	)	$	—		$	16,903
Host agreements	12.7		58,000		(9,022	)		—			48,978
Development agreement	—		21,373		—			—			21,373
			147,473		(60,219	)		—			87,254

*Indefinite lived intangible assets*
Trademarks	Indefinite		204,000		—			(21,200	)		182,800
Gaming license rights	Indefinite		1,376,685		(33,960	)		(222,174	)		1,120,551
			1,580,685		(33,960	)		(243,374	)		1,303,351
Balances, September 30, 2020		$	1,728,158	$	(94,179	)	$	(243,374	)	$	1,390,605

	*December 31, 2019*
	*Weighted*	*Gross*					*Accumulated*
	*Useful Life*	*Carrying*		*Accumulated*			*Impairment*			*Intangible*
*(In thousands)*	*Remaining (in years)*	*Value*		*Amortization*			*Losses*			*Assets, Net*
*Amortizing intangibles*
Customer relationships	3.5	$	68,100	$	(39,598	)	$	—		$	28,502
Host agreements	13.4		58,000		(6,122	)		—			51,878
Development agreement	—		21,373		—			—			21,373
			147,473		(45,720	)		—			101,753

*Indefinite lived intangible assets*
Trademarks	Indefinite		206,687		—			(4,300	)		202,387
Gaming license rights	Indefinite		1,376,685		(33,960	)		(179,974	)		1,162,751
			1,583,372		(33,960	)		(184,274	)		1,365,138
Balances, December 31, 2019		$	1,730,845	$	(79,680	)	$	(184,274	)	$	1,466,891

Goodwill, net consists of the following:

	*Gross*					*Accumulated*
	*Carrying*		*Accumulated*			*Impairment*			*Goodwill,*
(In thousands)	*Value*		*Amortization*			*Losses*			*Net*
Goodwill, net by Reportable Segment
Las Vegas Locals	$	593,567	$	—		$	(188,079	)	$	405,488
Downtown Las Vegas		6,997		(6,134	)		—			863
Midwest & South		666,798		—			(101,862	)		564,936
Balances, September 30, 2020	$	1,267,362	$	(6,134	)	$	(289,941	)	$	971,287

The following table sets forth the changes in our goodwill, net, during the nine months ended September 30, 2020.

*(In thousands)*	*Goodwill, Net*
Balance, January 1, 2020	$	1,083,287
Additions		—
Impairments		(112,000	)
Balance, September 30, 2020	$	971,287

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

The Company has evaluated whether events or circumstances had occurred that would indicate it is more likely than not that any of our goodwill or other intangible assets were impaired. Factors considered in this evaluation included, among other things, the amount of the fair value over carrying value from the annual impairment testing performed as of October 1, 2019, changes in discount rates, and the expected impact of the COVID-19 pandemic on future revenues and cash flows. Based on this evaluation, we concluded that triggering events had occurred, and we reviewed our assets for impairment as of the end of first quarter 2020. For purposes of this review, we updated the discount rates to reflect the increased uncertainty of the cash flows and also updated revenue and cash flow forecasts. As a result of this review, we recorded impairment charges in our first quarter 2020 results totaling $171.1 million. Of this total, $112.0 million was for impairments of goodwill, $42.2 million for impairments of gaming license rights and $16.9 million for the impairments of trademarks. Our conclusions based on our reviews as of the end of second quarter and third quarter of 2020 were that no additional impairment charges were required.

NOTE 4. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	*September 30,*		*December 31,*
*(In thousands)*	*2020*		*2019*
Payroll and related expenses	$	67,523	$	99,602
Interest		65,102		32,239
Gaming liabilities		63,812		64,465
Player loyalty program liabilities		34,210		32,983
Advance deposits		15,214		22,854
Outstanding chip liabilities		6,049		7,394
Dividend payable		—		7,808
Operating lease liabilities		87,402		87,686
Other accrued liabilities		85,314		83,865
Total accrued liabilities	$	424,626	$	438,896

NOTE 5. LONG-TERM DEBT

Long-term debt, net of current maturities and debt issuance costs, consists of the following:

	*September 30, 2020*
								*Unamortized*
	*Interest*							*Origination*
	*Rates at*		*Outstanding*		*Unamortized*			*Fees and*			*Long-Term*
*(In thousands)*	*September 30, 2020*		*Principal*		*Discount*			*Costs*			*Debt, Net*
Bank credit facility	2.558	%	$	989,313	$	(517	)	$	(14,703	)	$	974,093
6.375% senior notes due 2026	6.375	%		750,000		—			(7,278	)		742,722
6.000% senior notes due 2026	6.000	%		700,000		—			(8,197	)		691,803
4.750% senior notes due 2027	4.750	%		1,000,000		—			(14,123	)		985,877
8.625% senior notes due 2025	8.625	%		600,000		—			(11,108	)		588,892
Other	6.124	%		4,145		—			—			4,145
Total long-term debt				4,043,458		(517	)		(55,409	)		3,987,532
Less current maturities				29,165		—			—			29,165
Long-term debt, net			$	4,014,293	$	(517	)	$	(55,409	)	$	3,958,367

	*December 31, 2019*
								*Unamortized*
	*Interest*							*Origination*
	*Rates at*		*Outstanding*		*Unamortized*			*Fees and*			*Long-Term*
*(In thousands)*	*December 31, 2019*		*Principal*		*Discount*			*Costs*			*Debt, Net*
Bank credit facility	3.753	%	$	1,305,634	$	(671	)	$	(14,255	)	$	1,290,708
6.375% senior notes due 2026	6.375	%		750,000		—			(8,271	)		741,729
6.000% senior notes due 2026	6.000	%		700,000		—			(9,244	)		690,756
4.750% senior notes due 2027	4.750	%		1,000,000		—			(15,584	)		984,416
Other	11.138	%		58,322		—			—			58,322
Total long-term debt				3,813,956		(671	)		(47,354	)		3,765,931
Less current maturities				26,994		—			—			26,994
Long-term debt, net			$	3,786,962	$	(671	)	$	(47,354	)	$	3,738,937

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

The outstanding principal amounts under our bank credit facility are comprised of the following:

	*September 30,*		*December 31,*
*(In thousands)*	*2020*		*2019*
Revolving Credit Facility	$	—	$	235,000
Term A Loan		223,762		234,300
Refinancing Term B Loans		765,551		795,034
Swing Loan		—		41,300
Total outstanding principal amounts under the bank credit facility	$	989,313	$	1,305,634

With a total revolving credit commitment of $945.5 million available under the bank credit facility, no borrowings on the Revolving Credit Facility and the Swing Loan and $12.6 million allocated to support various letters of credit, there is a remaining contractual availability of $932.9 million as of September 30, 2020.

Bank Credit Agreement Amendments

The Company is party to a Third Amended and Restated Credit Agreement, dated as of August 14, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Boyd Credit Agreement"), governing its senior secured revolving credit facility (the "Revolving Credit Facility"), senior secured term loan A facility (the "Term A Loan") and senior secured term loan B facility (collectively with the Revolving Credit Facility and the Term A Loan, the "Credit Facilities"). The Boyd Credit Agreement includes, for the benefit of the Revolving Credit Facility and the Term A Loan, certain financial covenants, including a maximum total net leverage ratio covenant, a maximum secured net leverage ratio covenant and a minimum interest coverage ratio covenant (collectively, the "Financial Covenants").

The calculations used to determine the Company’s compliance with the Financial Covenants are dependent on its Consolidated EBITDA, as defined by the Boyd Credit Agreement. Due to the closure in first quarter 2020 of the Company’s properties due to the COVID pandemic, the Company’s Consolidated EBITDA was significantly affected whereby it became reasonably possible that the Company may be unable to maintain compliance with the Financial Covenants.

On May 8, 2020 (the "Amendment Effective Date"), the Company entered into an Amendment No. 3 to the Boyd Credit Agreement (the "Credit Agreement Amendment"), by and among the Company, the subsidiaries of the Company party thereto, the administrative agent and the lenders party thereto.

The Credit Agreement Amendment provides that during the period (the "Covenant Relief Period") beginning on March 30, 2020 and ending on the earlier of (x) the date on which the Company delivers to the administrative agent a covenant relief period termination notice, (y) the date on which the administrative agent receives a compliance certificate with respect to the Company’s fiscal quarter ending June 30, 2021, and (z) the date on which the Company fails to satisfy the conditions to covenant relief set forth in the Credit Agreement Amendment, the Financial Covenants under the Boyd Credit Agreement will not be tested. Instead, during the Covenant Relief Period, the Company will be required to maintain a minimum level of liquidity (calculated to include unrestricted cash and cash equivalents and unused commitments under the Revolving Credit Facility) of $250.0 million and, through the later of the end of the Covenant Relief Period and the date on which the company achieves a total net leverage ratio of no greater than 6.00 to 1.00, the Company will be subject to limitations on its ability to incur debt and liens, make investments and restricted payments and certain other transactions. In addition, the Credit Agreement Amendment, among other things, (i) amends the Financial Covenant levels that are applicable after the Covenant Relief Period and permits the Company to annualize Consolidated EBITDA for certain periods for purposes of the Financial Covenants, (ii) provides that, during the Covenant Relief Period, loans under the Revolving Credit Facility and the Term Loan A Facility shall bear interest at either (a) a base rate or (b) an adjusted LIBOR rate, in each case, plus an applicable margin, in the case of base rate loans, of 1.75%, and in the case of adjusted LIBOR rate loans, of 2.75%, (iii) provides for a 0.50% LIBOR floor and a 1.50% base rate floor, in each case, applicable to LIBOR rate loans and base rate loans under the Revolving Credit Facility and the Term Loan A Facility, (iv) provides that, for purposes of determining compliance with the conditions to credit extensions under the Revolving Credit Facility during the Covenant Relief Period, the definition of "Material Adverse Effect" shall not include effects, events, occurrences, facts, conditions or changes arising out of or resulting from or in connection with the COVID-19 pandemic and (v) makes certain other changes to the covenants and other provisions of the Existing Credit Agreement.

On August 6, 2020, the Company entered into an Amendment No. 4 to the Boyd Credit Agreement ("Amendment No. 4"), by and among the Company, certain direct and indirect subsidiary guarantors of the Company, the administrative agent and lenders party thereto. Amendment No. 4 modifies the existing Boyd Credit Agreement and provides for (i) certain amendments to the covenants and other provisions of the existing Boyd Credit Agreement as described in the amendment, (ii) an extension of the maturity dates of the Company’s existing Revolving Credit Facility and Term A Loan and (iii) a replacement of non-consenting lenders with the Replacement Lender and consenting lenders and a reallocation of a portion of the Term A Loan to commitments under the Revolving Credit Facility. Upon effectiveness of Amendment No. 4, (i) the Term A Loan will have quarterly amortization payments equal to 5% per annum, increasing to 10% per annum for the fiscal quarters ended June 30, 2021 and September 30, 2021 and 20% per annum for the fiscal quarters ended December 31, 2021 and thereafter and (ii) both facilities will mature on September 15, 2023, provided that if the maturity date of the Company’s existing Refinancing Term B Loans is not extended, then such facilities will mature 91 days before the maturity date of the Refinancing Term B Loans. The existing Revolving Credit Facility and Term A Loan will remain "Covenant Facilities" under the Boyd Credit Agreement and will be subject to minimum interest coverage ratio, maximum total leverage ratio and secured leverage ratio financial covenants as set forth in the Boyd Credit Agreement. Amendment No. 4 became effective on October 8, 2020.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

Belterra Park Agreement

On May 6, 2020 we entered into an agreement with Gold Merger Sub, LLC ("Gold Merger Sub"), a wholly owned subsidiary of Gaming and Leisure Properties, Inc. ("GLP"), for the acquisition of Boyd (Ohio) PropCo, LLC ("BP PropCo"), the entity that owns the real estate of Belterra Park (the "Real Estate"), with the merger consummated and the transaction closed at the time of the execution of the merger agreement. That agreement provided that Gold Merger Sub would acquire BP PropCo via a merger (the "Merger"), which would be treated for income tax purposes as a taxable asset acquisition consisting of the exchange of the Real Estate by us in satisfaction of the $57.7 million promissory note (the "Note") and mortgage executed in connection with GLP’s initial financing of our acquisition of the Real Estate in October 2018.

Prior to the Merger, PNK (Ohio), LLC ("BP OpCo"), which owns the business operations of Belterra Park, leased the Real Estate from BP PropCo pursuant to a master lease that is the same in all material respects as the Master Lease between Boyd TCIV, LLC and Gold Merger Sub (the "BP Master Lease" and "GLP Master Lease," respectively). Rent paid under the BP Master Lease to BP PropCo by BP OpCo was then paid by BP PropCo to Gold Merger Sub as interest on the Note. As a result of the Merger, Gold Merger Sub has become the Landlord under the BP Master Lease and now receives rent payable under the BP Master Lease (equal to, and in lieu of, the interest payments on the Note received prior to consummation of the Merger). As an additional step in connection with the Merger, we expect to add BP OpCo as a subtenant to the GLP Master Lease (in connection with the termination of the BP Master Lease), resulting in a single Master Lease with GLP, subject to the prior receipt of all required governmental approvals. As a result of the transaction, the Company recorded an operating lease right-of-use-asset and operating lease liability of $40.9 million on the condensed consolidated balance sheet as of the transaction date. The operating lease right-of-use asset and operating lease liability were valued by utilizing a discount rate of 11.1% and a maturity date of April 30, 2031. For the nine months ended September 30, 2020, the cost and operating cash flow outflow related to the lease was $2.7 million.

8.625% Senior Notes due June 2025

On May 21, 2020, we issued $600 million aggregate principal amount of 8.625% senior notes due June 2025 (the "8.625% Notes"). The 8.625% Notes require semi-annual interest payments on June 1 and December 1 of each year, commencing on December 1, 2020. The 8.625% Notes will mature on June 1, 2025 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The net proceeds from the 8.625% Notes were used for general corporate purposes, including working capital and to pay fees and expenses related to the offering.

In conjunction with the issuance of the 8.625% Notes, we incurred approximately $12.0 million in debt financing costs that have been deferred and are being amortized over the term of the 8.625% Notes using the effective interest method.

At any time prior to June 1, 2022, we may redeem the 8.625% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. After June 1, 2022, we may redeem all or a portion of the 8.625% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 104.313% in 2022 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest.

4.750% Senior Notes due December 2027

On December 3, 2019, we issued $1.0 billion aggregate principal amount of 4.750% senior notes due December 2027 (the "4.750% Notes"). In connection with the private placement of the 4.750% Notes, we entered into a registration agreement with the initial purchasers in which we agreed to file a registration statement with the SEC to permit the holders to exchange or resell the 4.750% Notes. We filed the required registration statement and commenced the exchange offer in July 2020. The exchange offer was completed on August 20, 2020 and our obligations under the registration agreement have been fulfilled.

Covenant Compliance

As of September 30, 2020, we believe that we were in compliance with the covenants of our debt instruments.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Commitments

As of September 30, 2020, there have been no material changes to our commitments described under Note 9, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 27, 2020.

Contingencies

Legal Matters

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

NOTE 7. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Program

On December 12, 2018, our Board of Directors authorized a share repurchase program of $100 million, which as of September 30, 2020, had $61.4 million remaining under the plan. On March 16, 2020, the Company suspended share repurchases under the program in order to preserve liquidity due to the COVID- 19 pandemic.

Tab

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

The following table provides information regarding share repurchases during the referenced periods.

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
*(In thousands, except per share data)*	*2020*		*2019*		*2020*		*2019*
Shares repurchased (1)		—		11		683		1,087
Total cost, including brokerage fees	$	—	$	284	$	11,121	$	28,044
Average repurchase price per share (2)	$	—	$	25.01	$	16.29	$	25.81

⁽¹⁾ All shares repurchased have been retired and constitute authorized but unissued shares.

⁽²⁾ Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.

Dividends

The dividends declared by the Board of Directors and reflected in the periods presented are:

Declaration date	*Record date*	*Payment date*	*Amount per share*
December 7, 2018	December 28, 2018	January 15, 2019	$	0.06
March 4, 2019	March 15, 2019	April 15, 2019		0.06
June 7, 2019	June 17, 2019	July 15, 2019		0.07
September 17, 2019	September 27, 2019	October 15, 2019		0.07
December 17, 2019	December 27, 2019	January 15, 2020		0.07

On March 25, 2020, the Company announced that the cash dividend program has been suspended to help mitigate the financial impact of the COVID-19 pandemic.

Share-Based Compensation

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

The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our condensed consolidated statements of operations.

	*Three Months Ended*					*Nine Months Ended*
	*September 30,*					*September 30,*
*(In thousands)*	*2020*			*2019*		*2020*		*2019*
Gaming	$	92		$	127	$	445	$	488
Food & beverage		18			24		85		93
Room		8			12		40		45
Selling, general and administrative		466			644		2,262		2,481
Corporate expense		(1,442	)		2,752		7,194		18,319
Total share-based compensation expense	$	(858	)	$	3,559	$	10,026	$	21,426

The share-based compensation credit for the three months ended September 30, 2020 is due to a decline in the estimated achievement levels for Performance Share Units ("PSU") as a result of the impact of the COVID-19 pandemic on Company performance.

Performance Shares

Our stock incentive plan provides for the issuance of PSU grants which may be earned, in whole or in part, upon passage of time and the attainment of performance criteria. We periodically review our estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjust our stock compensation expense accordingly.

The PSU grants awarded in fourth quarter 2016 and 2015 vested during first quarter 2020 and 2019, respectively. Common shares were issued based on the determination by the Compensation Committee of the Board of Directors of our actual achievement of net revenue growth, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") growth and customer service scores for the three-year performance period of each grant. As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs.

The PSU grant awarded in November 2016 resulted in a total of 364,810 shares being issued during first quarter 2020, representing approximately 1.53 shares per PSU. Of the 364,810 shares issued, a total of 126,465 were surrendered by the participants for payroll taxes, resulting in a net issuance of 238,345 shares due to the vesting of the 2016 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2019; therefore, the vesting of the PSUs did not impact compensation costs in our 2020 condensed consolidated statement of operations.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

The PSU grant awarded in October 2015 resulted in a total of 395,964 shares being issued during first quarter 2019, representing approximately 1.67 shares per PSU. Of the 395,964 shares issued, a total of 125,004 were surrendered by the participants for payroll taxes, resulting in a net issuance of 270,960 shares due to the vesting of the 2015 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2018; therefore, the vesting of the PSUs did not impact compensation costs in our 2019 condensed consolidated statement of operations.

NOTE 8. FAIR VALUE MEASUREMENTS

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

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

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

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

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

Balances Measured at Fair Value

The following tables show the fair values of certain of our financial instruments:

	*September 30, 2020*
*(In thousands)*	*Balance*		*Level 1*		*Level 2*		*Level 3*
Assets
Cash and cash equivalents	$	506,046	$	506,046	$	—	$	—
Restricted cash		15,024		15,024		—		—
Investment available for sale		17,227		—		—		17,227

Liabilities
Contingent payments	$	1,146	$	—	$	—	$	1,146

	*December 31, 2019*
*(In thousands)*	*Balance*		*Level 1*		*Level 2*		*Level 3*
Assets
Cash and cash equivalents	$	249,977	$	249,977	$	—	$	—
Restricted cash		20,471		20,471		—		—
Investment available for sale		16,151		—		—		16,151

Liabilities
Contingent payments	$	1,712	$	—	$	—	$	1,712

Cash and Cash Equivalents and Restricted Cash

The fair values of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, are based on statements received from our banks at September 30, 2020 and December 31, 2019.

Investment Available for Sale

We have an investment in a single municipal bond issuance of $19.0 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 with a maturity date of June 1, 2037 that is classified as available for sale. We are the only holder of this instrument and there is no quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy. The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at September 30, 2020 and December 31, 2019 is a discount rate of 9.4% and 10.5%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets. At both September 30, 2020 and December 31, 2019, $0.6 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at September 30, 2020 and December 31, 2019, $16.6 million and $15.6 million, respectively, is included in other assets on the condensed consolidated balance sheets. The discount associated with this investment of $2.5 million and $2.7 million, as of September 30, 2020 and December 31, 2019, respectively, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the condensed consolidated statements of operations.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

Contingent Payments

In connection with the development of the Kansas Star Casino ("Kansas Star"), Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star's EBITDA each month for a period of ten years commencing on December 20, 2011. The liability is recorded at the estimated fair value of the contingent payments using a discounted cash flows approach and the significant unobservable input used in the valuation at both September 30, 2020 and December 31, 2019, is a discount rate of 6.2%. At both September 30, 2020 and December 31, 2019, there was a current liability of $0.9 million, related to this agreement, which is recorded in accrued liabilities on the respective condensed consolidated balance sheets, and long-term obligation at September 30, 2020 and December 31, 2019, of $0.2 million and $0.8 million, respectively, which is included in other liabilities on the respective condensed consolidated balance sheets.

The following tables summarize the changes in fair value of the Company's Level 3 assets and liabilities:

	*Three Months Ended*
	*September 30, 2020*					*September 30, 2019*
	*Assets*		*Liability*			*Assets*		*Liability*
*(In thousands)*	*Investment Available for Sale*		*Contingent Payments*			*Investment Available for Sale*		*Contingent Payments*
Balance at beginning of reporting period	$	16,867	$	(1,275	)	$	15,963	$	(2,072	)
Total gains (losses) (realized or unrealized):
Included in interest income (expense)		38		(18	)		37		(33	)
Included in other comprehensive income (loss)		322		—			751		—
Included in other items, net		—		(59	)		—		40
Purchases, sales, issuances and settlements:
Settlements		—		206			—		207
Balance at end of reporting period	$	17,227	$	(1,146	)	$	16,751	$	(1,858	)

	*Nine Months Ended*
	*September 30, 2020*						*September 30, 2019*
	*Assets*			*Liability*			*Assets*			*Liability*
*(In thousands)*	*Investment Available for Sale*			*Contingent Payments*			*Investment Available for Sale*			*Contingent Payments*
Balance at beginning of reporting period	$	16,151		$	(1,712	)	$	15,772		$	(2,407	)
Total gains (losses) (realized or unrealized):
Included in interest income (expense)		116			(66	)		112			(109	)
Included in other comprehensive income (loss)		1,510			—			1,377			—
Included in other items, net		—			162			—			(21	)
Purchases, sales, issuances and settlements:
Settlements		(550	)		470			(510	)		679
Balance at end of reporting period	$	17,227		$	(1,146	)	$	16,751		$	(1,858	)

We are exposed to valuation risk on our Level 3 financial instruments. We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements. Our Level 3 financial instruments are most susceptible to valuation risk caused by changes in the discount rate. If the discount in our fair value measurements increased or decreased by 100 basis points, the change would not cause the value of our fair value measurements to change significantly.

Balances Disclosed at Fair Value

The following tables provide the fair value measurement information about our obligation under minimum assessment agreements and other financial instruments:

	*September 30, 2020*
*(In thousands)*	*Outstanding Face Amount*		*Carrying Value*		*Estimated Fair Value*		*Fair Value Hierarchy*
Liabilities
Obligation under assessment arrangements	$	26,654	$	22,310	$	27,087	Level 3

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

	*December 31, 2019*
*(In thousands)*	*Outstanding Face Amount*		*Carrying Value*		*Estimated Fair Value*		*Fair Value Hierarchy*
Liabilities
Obligation under assessment arrangements	$	28,118	$	23,300	$	28,780	Level 3

The following tables provide the fair value measurement information about our long-term debt:

	*September 30, 2020*
*(In thousands)*	*Outstanding Face Amount*		*Carrying Value*		*Estimated Fair Value*		*Fair Value Hierarchy*
Bank credit facility	$	989,313	$	974,093	$	962,990	Level 2
6.375% senior notes due 2026		750,000		742,722		778,125	Level 1
6.000% senior notes due 2026		700,000		691,803		722,750	Level 1
4.750% senior notes due 2027		1,000,000		985,877		978,750	Level 1
8.625% senior notes due 2025		600,000		588,892		655,500	Level 1
Other		4,145		4,145		4,145	Level 3
Total debt	$	4,043,458	$	3,987,532	$	4,102,260

	*December 31, 2019*
*(In thousands)*	*Outstanding Face Amount*		*Carrying Value*		*Estimated Fair Value*		*Fair Value Hierarchy*
Bank credit facility	$	1,305,634	$	1,290,708	$	1,308,846	Level 2
6.375% senior notes due 2026		750,000		741,729		806,250	Level 1
6.000% senior notes due 2026		700,000		690,756		750,750	Level 1
4.750% senior notes due 2027		1,000,000		984,416		1,038,750	Level 1
Other		58,322		58,322		58,322	Level 3
Total debt	$	3,813,956	$	3,765,931	$	3,962,918

The estimated fair value of our bank credit facility is based on a relative value analysis performed on or about September 30, 2020 and December 31, 2019. The estimated fair values of our Senior Notes are based on quoted market prices as of September 30, 2020 and December 31, 2019. The other debt is fixed-rate debt consisting of the following: (i) Belterra Park Mortgage payable in 96 monthly installments, of which began in 2018 and was extinguished in May 2020; (2) finance leases with various maturity dates from 2020 to 2026; and (3) a purchase obligation with quarterly payments maturing in July 2022. The other debt is not traded and does not have an observable market input; therefore, we have estimated its fair value to be equal to the carrying value.

There were no transfers between Level 1, Level 2 and Level 3 measurements during the nine months ended September 30, 2020 and 2019.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

NOTE 9. SEGMENT INFORMATION

We aggregate certain of our gaming entertainment properties in order to present three Reportable Segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest & South. The table below lists the classification of each of our properties.

Las Vegas Locals
Gold Coast Hotel and Casino		Las Vegas, Nevada
The Orleans Hotel and Casino		Las Vegas, Nevada
Sam's Town Hotel and Gambling Hall		Las Vegas, Nevada
Suncoast Hotel and Casino		Las Vegas, Nevada
Eastside Cannery Casino and Hotel		Las Vegas, Nevada
Aliante Casino + Hotel + Spa		North Las Vegas, Nevada
Cannery Casino Hotel		North Las Vegas, Nevada
Eldorado Casino		Henderson, Nevada
Jokers Wild Casino		Henderson, Nevada
Downtown Las Vegas
California Hotel and Casino		Las Vegas, Nevada
Fremont Hotel and Casino		Las Vegas, Nevada
Main Street Station Casino, Brewery and Hotel		Las Vegas, Nevada
Midwest & South
Par-A-Dice Hotel Casino		East Peoria, Illinois
Belterra Casino Resort		Florence, Indiana
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
Ameristar Casino Hotel Kansas City		Kansas City, Missouri
Ameristar Casino Resort Spa St. Charles		St. Charles, Missouri
Belterra Park		Cincinnati, Ohio
Valley Forge Casino Resort		King of Prussia, Pennsylvania

Total Reportable Segment Departmental Revenues and Adjusted EBITDAR

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

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

The following tables set forth, for the periods indicated, departmental revenues for our Reportable Segments:

	*Three Months Ended September 30, 2020*
*(In thousands)*	*Gaming Revenue*		*Food & Beverage Revenue*		*Room Revenue*		*Other Revenue*		*Total Revenue*
Revenues
Las Vegas Locals	$	141,143	$	12,501	$	10,914	$	6,518	$	171,076
Downtown Las Vegas		12,678		2,992		1,350		519		17,539
Midwest & South		412,144		23,285		14,661		13,533		463,623
Total Revenues	$	565,965	$	38,778	$	26,925	$	20,570	$	652,238

	*Three Months Ended September 30, 2019*
*(In thousands)*	*Gaming Revenue*		*Food & Beverage Revenue*		*Room Revenue*		*Other Revenue*		*Total Revenue*
Revenues
Las Vegas Locals	$	137,839	$	37,415	$	25,809	$	12,223	$	213,286
Downtown Las Vegas		32,054		13,925		7,240		7,405		60,624
Midwest & South		443,594		56,729		27,656		17,679		545,658
Total Revenues	$	613,487	$	108,069	$	60,705	$	37,307	$	819,568

	*Nine Months Ended September 30, 2020*
*(In thousands)*	*Gaming Revenue*		*Food & Beverage Revenue*		*Room Revenue*		*Other Revenue*		*Total Revenue*
Revenues
Las Vegas Locals	$	298,307	$	47,039	$	35,278	$	19,907	$	400,531
Downtown Las Vegas		45,663		15,599		7,825		7,229		76,316
Midwest & South		916,871		76,685		37,467		34,752		1,065,775
Total Revenues	$	1,260,841	$	139,323	$	80,570	$	61,888	$	1,542,622

	*Nine Months Ended September 30, 2019*
(In thousands)	Gaming Revenue		*Food & Beverage Revenue*		Room Revenue		Other Revenue		Total Revenue
Revenues
Las Vegas Locals	$	424,238	$	115,441	$	78,458	$	38,947	$	657,084
Downtown Las Vegas		100,807		42,463		21,541		23,305		188,116
Midwest & South		1,342,354		173,302		79,047		53,085		1,647,788
Total Revenues	$	1,867,399	$	331,206	$	179,046	$	115,337	$	2,492,988

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019

______________________________________________________________________________________________________

The following table reconciles, for the periods indicated, Total Reportable Segment Adjusted EBITDAR to operating income, as reported in our accompanying condensed consolidated statements of operations:

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
*(In thousands)*	*2020*			*2019*			*2020*			*2019*
Adjusted EBITDAR
Las Vegas Locals	$	78,900		$	64,062		$	128,520		$	209,745
Downtown Las Vegas		(1,511	)		11,903			1,225			42,830
Midwest & South		182,502			156,202			320,986			477,737
Corporate expense		(21,048	)		(18,658	)		(51,333	)		(61,182	)
Adjusted EBITDAR		238,843			213,509			399,398			669,130

Other operating costs and expenses
Deferred rent		217			245			666			734
Master lease rent expense		25,914			24,665			75,992			73,058
Depreciation and amortization		69,320			65,092			205,498			200,396
Share-based compensation expense		(858	)		3,559			10,026			21,426
Project development, preopening and writedowns		2,249			5,297			9,582			14,243
Impairment of assets		—			—			171,100			—
Other operating items, net		14,928			1,260			23,570			1,564
Total other operating costs and expenses		111,770			100,118			496,434			311,421
Operating income (loss)	$	127,073		$	113,391		$	(97,036	)	$	357,709

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

Total Reportable Segment Assets

The Company's assets by Reportable Segment consisted of the following amounts:

	*September 30,*		*December 31,*
*(In thousands)*	*2020*		*2019*
Assets
Las Vegas Locals	$	1,707,799	$	1,804,476
Downtown Las Vegas		202,311		212,936
Midwest & South		3,974,476		4,229,174
Total Reportable Segment Assets		5,884,586		6,246,586
Corporate		683,057		403,559
Total Assets	$	6,567,643	$	6,650,145

NOTE 10. SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after September 30, 2020. During this period, up to the filing date, we did not identify any subsequent events, other than the Boyd Credit Agreement Amendment No. 4 disclosed in Note 5, Long-Term Debt, the effects of which would require disclosure or adjustment to our financial position or results of operations.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

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

As a result of the COVID-19 global pandemic, all of our gaming facilities were closed in mid-March 2020 in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus. As of September 30, 2020, and as reflected in the table below, 26 of our 29 gaming facilities have re-opened and are operating, subject to various health and safety measures, including occupancy limitations. Three of our properties in Las Vegas remain closed to the public due to the current levels of the demand in the market and our cost containment efforts. No dates have been set for re-opening these properties. We cannot predict whether we will be required to temporarily close some or all of our re-opened casinos in the future. Further, we cannot currently predict the ongoing impact of the pandemic on consumer demand and the negative effects on our workforce, suppliers, contractors and other partners. In responding to these circumstances, the safety and well-being of our team members and customers is our utmost priority. We have developed and implemented a broad range of safety protocols at our properties to ensure the health and safety of our team members and our customers.

The closures of our properties had a material impact on our business, and the COVID-19 pandemic, the associated impacts on customer behavior and the requirements of health and safety protocols are expected to continue to have a material impact on our business. The severity and duration of such business impacts cannot currently be estimated and the ultimate impact of the COVID-19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, its impact on the economy and consumer behavior and demand, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in additional business disruptions, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.

On May 8, 2020, we amended the Boyd Credit Agreement to, among other things, waive the financial covenants for the period beginning on March 30, 2020 through the earlier of (x) the date on which the Company delivers to the administrative agent a covenant relief period termination notice, (y) the date on which the administrative agent receives a compliance certificate with respect to the Company’s fiscal quarter ending June 30, 2021, and (z) the date on which the Company fails to satisfy the conditions to covenant relief set forth in the amendment. In August 2020, the Company further amended the Boyd Credit Agreement to increase the Revolving Credit Facility by $88.2 million and extend the Revolving Credit Facility and Term A Loan to September 2023. (See Note 5, Long-Term Debt, in the notes to the condensed consolidated financial statements (unaudited).)

We currently anticipate funding our operations over the next 12 months with the cash generated from property operations, to the extent our properties remain open, supplemented, as necessary, by the cash we currently have available. To increase our cash position and preserve financial flexibility in light of uncertainty in the global markets, on May 21, 2020, we issued $600 million aggregate principal amount of 8.625% senior notes due 2025 to further increase our cash position.

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We are a geographically diversified operator of 29 gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. We view each operating property as an operating segment. For financial reporting purposes, we aggregate our properties into the following three reportable segments:

		Closure Date	Re-open Date
Las Vegas Locals
Gold Coast Hotel and Casino	Las Vegas, Nevada	3/18/2020	6/4/2020
The Orleans Hotel and Casino	Las Vegas, Nevada	3/18/2020	6/4/2020
Sam's Town Hotel and Gambling Hall	Las Vegas, Nevada	3/18/2020	6/4/2020
Suncoast Hotel and Casino	Las Vegas, Nevada	3/18/2020	6/4/2020
Eastside Cannery Casino and Hotel	Las Vegas, Nevada	3/18/2020	TBD
Aliante Casino + Hotel + Spa	North Las Vegas, Nevada	3/18/2020	6/4/2020
Cannery Casino Hotel	North Las Vegas, Nevada	3/18/2020	6/4/2020
Eldorado Casino	Henderson, Nevada	3/18/2020	TBD
Jokers Wild Casino	Henderson, Nevada	3/18/2020	6/4/2020
Downtown Las Vegas
California Hotel and Casino	Las Vegas, Nevada	3/18/2020	6/4/2020
Fremont Hotel and Casino	Las Vegas, Nevada	3/18/2020	6/4/2020
Main Street Station Casino, Brewery and Hotel	Las Vegas, Nevada	3/18/2020	TBD
Midwest & South
Par-A-Dice Hotel and Casino	East Peoria, Illinois	3/16/2020	7/1/2020
Belterra Casino Resort	Florence, Indiana	3/16/2020	6/15/2020
Blue Chip Casino, Hotel & Spa	Michigan City, Indiana	3/16/2020	6/15/2020
Diamond Jo Dubuque	Dubuque, Iowa	3/17/2020	6/1/2020
Diamond Jo Worth	Northwood, Iowa	3/17/2020	6/1/2020
Kansas Star Casino	Mulvane, Kansas	3/18/2020	5/23/2020
Amelia Belle Casino	Amelia, Louisiana	3/17/2020	5/27/2020
Delta Downs Racetrack Casino & Hotel	Vinton, Louisiana	3/17/2020	5/20/2020
Evangeline Downs Racetrack and Casino	Opelousas, Louisiana	3/17/2020	5/20/2020
Sam's Town Hotel and Casino	Shreveport, Louisiana	3/17/2020	5/27/2020
Treasure Chest Casino	Kenner, Louisiana	3/17/2020	5/20/2020
IP Casino Resort Spa	Biloxi, Mississippi	3/17/2020	5/21/2020
Sam's Town Hotel and Gambling Hall	Tunica, Mississippi	3/17/2020	5/21/2020
Ameristar Casino Hotel Kansas City	Kansas City, Missouri	3/17/2020	6/1/2020
Ameristar Casino Report Spa St. Charles	St. Charles, Missouri	3/17/2020	6/1/2020
Belterra Park	Cincinnati, Ohio	3/14/2020	6/19/2020
Valley Forge Casino Resort	King of Prussia, Pennsylvania	3/13/2020	6/26/2020

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

Results for Lattner Entertainment Group Illinois, LLC ("Lattner"), our Illinois distributed gaming operator, are included in our Midwest & South segment. Lattner's operations were suspended on March 16, 2020 and resumed on July 1, 2020. The Midwest & South segment also includes our online sportsbook and gaming business, including those developed in partnership with FanDuel Group.

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

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

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

Our Strategy

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

Strengthening Our Balance Sheet

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

Operating Efficiently

We are committed to operating more efficiently, and endeavor to prevent unneeded expense in our business. As we re-opened our properties and adjust our operations to address the impacts of the COVID-19 pandemic, the efficiencies of our business model position us to flow a substantial portion of the revenue to the bottom line.

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Evaluating Acquisition Opportunities

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

Maintaining Our Brand

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

Our Key Performance Indicators

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

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

•	*Food & 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"), which is an indicator of volume; and the cost per guest served, which is a measure of operating margin.

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

RESULTS OF OPERATIONS

Overview

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
*(In millions)*	2020		2019		2020			2019
Total revenues	$	652.2	$	819.6	$	1,542.6		$	2,493.0
Operating income (loss)		127.1		113.4		(97.0	)		357.7
Net income (loss)		38.1		39.4		(218.0	)		133.3

Total Revenues

Total revenues decreased $167.3 million, or 20.4% and $950.4 million, or 38.1% during the three and nine months ended September 30, 2020, respectively, as compared to the corresponding prior year periods due primarily to the COVID-19 property closures that began in mid-March 2020 and lasted through May and June 2020, depending on the specific property's re-open date (the "Property Closures") and the decline in visitation after re-opening reflecting the limited capacity and reduced amenities offered to comply with restrictions dictated by the jurisdictions in which we operate.

Operating Income (Loss)

Operating income increased $13.7 million for the three months ended September 30, 2020, compared to the prior year comparable period, primarily due to improved gaming margins coupled with a reduction in operating expenses. Also contributing to the favorable change is a reduction of project development, preopening and writedown expense of $3.0 million as prior year included acquisition-related costs.

Operating income (loss) decreased $454.7 million for the nine months ended September 30, 2020, compared to the prior year comparable period primarily due to the Property Closures, along with a $171.1 million impairment charge recorded in the first quarter of 2020.

Net Income (Loss)

Net income remained relatively consistent for the three months ended September 30, 2020, compared to the prior year comparable period, declining by $1.3 million or 3.3%.

Net income (loss) decreased $351.3 million for the nine months ended September 30, 2020, compared to the prior year comparable period. The decline is primarily attributable to the operating income decrease of $454.7 million, as discussed above. The decline is offset by (i) a change in the income tax provision from $43.0 million to a benefit of $46.8 million due to the Company's net loss and (ii) a $8.8 million decrease in interest expense, net of amounts capitalized, primarily attributable to a 0.9 percentage point decline in the weighted average interest rate.

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Operating Revenues

We derive the majority of our revenues from our gaming operations, which produced approximately 87% and 75% of revenues for the three months ended September 30, 2020 and 2019, respectively, and 82% and 75% for the nine months ended September 30, 2020 and 2019, respectively. Food & beverage revenues represent our next most significant revenue source, generating approximately 6% and 13% of revenues for the three months ended September 30, 2020 and 2019, respectively, and 9% and 13% for the nine months ended September 30, 2020 and 2019, respectively. Room revenues and other revenues separately contributed less than 10% of revenues during these periods. The shift in revenues from the non-gaming departments to gaming in the 2020 periods reflects the reduction in offerings of non-gaming amenities as properties re-opened following the Property Closures.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
*(In millions)*	2020			2019			2020			2019
REVENUES
Gaming	$	566.0		$	613.5		$	1,260.8		$	1,867.4
Food & beverage		38.8			108.1			139.3			331.2
Room		26.9			60.7			80.6			179.1
Other		20.5			37.3			61.9			115.3
Total revenues	$	652.2		$	819.6		$	1,542.6		$	2,493.0

COSTS AND EXPENSES
Gaming	$	215.0		$	276.3		$	530.4		$	835.5
Food & beverage		38.7			102.0			145.3			307.6
Room		12.9			28.4			41.0			83.1
Other		5.8			23.5			29.4			72.2
Total costs and expenses	$	272.4		$	430.2		$	746.1		$	1,298.4

MARGINS
Gaming		62.0	%		55.0	%		57.9	%		55.3	%
Food & beverage		0.3	%		5.6	%		-4.3	%		7.1	%
Room		52.0	%		53.2	%		49.1	%		53.6	%
Other		71.7	%		37.0	%		52.5	%		37.4	%

Gaming

Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The decrease in gaming revenues of $47.5 million, or 7.7%, and $606.6 million, or 32.5%, during the three and nine months ended September 30, 2020, respectively, as compared to the corresponding periods of the prior year, was due primarily to the Property Closures and capacity limitations after re-opening.

Food & Beverage

Food & beverage revenues de creased $69.3 million, or 64.1% , and $191.9 million, or 57.9%, during th e three and nine months ended September 30, 2020 , respectively, as compared to the corresponding periods of the prior year, due primarily to the Property Closures and reduced food & beverage offerings available as the properties re-opened. Overall food & beverage margins declined during th e three and nine months ended September 30, 2020 , as compared to the corresponding periods of the prior year, due primarily to a 25.9% and 25.7% increase in cost per cover offset by a 16.5% and 12.7% increase in average check, respectively.

Room

Room revenues decreased$33.8 million, or 55.6%, and $98.5 million, or 55.0%, during the three and nine months ended September 30, 2020, respectively, as compared to the corresponding period of the prior year due primarily to the Property Closures and reduced visitation after the properties re-opened. Overall room margins declined during the three and nine months ended September 30, 2020, as compared to the corresponding periods of the prior year, due primarily to a 7.5% and 15.8% increase in cost per room along with a 1.4% and 2.7% decline in the average daily rate, respectively.

Other

Other revenues relate to patronage visits at the amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues decreased $16.7 million, or 44.9%, and $53.4 million, or 46.3%, during the three and nine months ended September 30, 2020, respectively, as compared to the corresponding period of the prior year, due primarily to the Property Closures along with limited entertainment offerings after property re-openings.

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Revenues and Adjusted EBITDAR by Reportable Segment

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

EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with GAAP, provides our investors a more complete understanding of our operating results before the impact of investing and financing transactions and income taxes and facilitates comparisons between us and our competitors. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results.

The following table presents our total revenues and Adjusted EBITDAR by Reportable Segment:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
*(In millions)*	2020			2019			2020			2019
Total revenues
Las Vegas Locals	$	171.1		$	213.3		$	400.5		$	657.1
Downtown Las Vegas		17.5			60.6			76.3			188.1
Midwest & South		463.6			545.7			1,065.8			1,647.8
Total revenues	$	652.2		$	819.6		$	1,542.6		$	2,493.0

Adjusted EBITDA (1)
Las Vegas Locals	$	78.9		$	64.1		$	128.5		$	209.8
Downtown Las Vegas		(1.5	)		11.9			1.2			42.8
Midwest & South		182.5			156.2			321.0			477.7
Corporate expense		(21.0	)		(18.7	)		(51.3	)		(61.2	)
Adjusted EBITDAR	$	238.9		$	213.5		$	399.4		$	669.1

(1) Refer to Note 9, Segment Information, in the notes to the condensed consolidated financial statements (unaudited) for a reconciliation of Adjusted EBITDAR to operating income, as reported in accordance with GAAP in our accompanying condensed consolidated statements of operations.

Las Vegas Locals

The Las Vegas Locals segment had significant declines in net revenue during the three and nine months ended September 30, 2020 and EBITDAR during the nine months ended September 30, 2020, as compared to the corresponding periods of the prior year, due to the Property Closures. For the three months ended September 30, 2020, EBITDAR increased by $14.8 million as a result of our adjusting our operating and marketing costs in response to the post re-opening operating environment.

Downtown Las Vegas

The Downtown Las Vegas segment experienced significant declines in both net revenue and EBITDAR during the three and nine months ended September 30, 2020, as compared to the corresponding periods of the prior year, due to the Property Closures and, given that our Downtown properties cater to the Hawaiian market, restrictions on travel in Hawaii since re-opening.

Midwest & South

The Midwest & South segment had significant declines in net revenue during the three and nine months ended September 30, 2020 and EBITDAR during the nine months ended September 30, 2020, as compared to the corresponding periods of the prior year, due to the Property Closures. For the three months ended September 30, 2020, EBITDAR increased by $26.3 million as a result of our adjusting our operating and marketing costs in response to the post re-opening operating environment.

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Other Operating Costs and Expenses

The following costs and expenses, as presented in our condensed consolidated statements of operations, are further discussed below:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
*(In millions)*	2020		2019		2020		2019
Selling, general and administrative	$	87.0	$	116.9	$	260.7	$	349.0
Master lease rent expense		25.9		24.7		76.0		73.1
Maintenance and utilities		33.8		41.4		88.6		119.2
Depreciation and amortization		69.3		65.1		205.5		200.4
Corporate expense		19.6		21.4		58.5		79.5
Project development, preopening and writedowns		2.2		5.3		9.6		14.2
Impairment of assets		—		—		171.1		—
Other operating items, net		14.9		1.3		23.6		1.6

Selling, General and Administrative

Selling, general and administrative expenses, as a percentage of revenues, were 13.3% and 14.3% during the three months ended September 30, 2020 and 2019, respectively, and 16.9% and 14.0% during the nine months ended September 30, 2020 and 2019, respectively. The year over year increase is due to the reduction of revenues as a result of Property Closures along with the continued fixed costs incurred during the closure period.

Master Lease Rent Expense

Master lease rent expense represents rent expense incurred by those properties that we acquired in October 2018 which are subject to two master lease agreements with a real estate investment trust. Master lease rent expense, as a percentage of revenues, was 4.0% and 3.0% during the three months ended September 30, 2020 and 2019, respectively, and 4.9% and 2.9% during the nine months ended September 30, 2020 and 2019, respectively.

Maintenance and Utilities

Maintenance and utilities expenses, as a percentage of revenues, were 5.2% and 5.0% during the three months ended September 30, 2020 and 2019, respectively, and 5.7% and 4.8% during the nine months ended September 30, 2020 and 2019, respectively.

Depreciation and Amortization

Depreciation and amortization expenses, as a percentage of revenues, were 10.6% and 7.9% during the three months ended September 30, 2020 and 2019, respectively, and 13.3% and 8.0% during the nine months ended September 30, 2020 and 2019. The dollar amount of depreciation and amortization expense remained consistent from period to period therefore the percentage increase is attributable to the revenue decline as a result of the Property Closures.

Corporate Expense

Corporate expense represents unallocated payroll, professional fees, rent and various other administrative expenses that are not directly related to our casino and/or hotel operations, in addition to the corporate portion of share-based compensation expense. Corporate expense represented 3.0% and 2.6% of revenues during the three months ended September 30, 2020 and 2019, respectively, and 3.8% and 3.2% during the nine months ended September 30, 2020 and 2019, respectively.

Project Development, Preopening and Writedowns

Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities that do not qualify as capital costs; and (iii) asset write-downs.

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Impairment of Assets

Impairment of assets for the nine months ended September 30, 2020 include non-cash impairment charges of $8.0 million for trademarks and $22.6 million for goodwill in our Las Vegas Locals segment and non-cash impairment charges of $8.9 million for trademarks, $42.2 million for gaming license rights and $89.4 million for goodwill in our Midwest & South segment.

Other Operating Items, net

Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including direct costs associated with the Property Closures, including severance payments to separated employees, natural disasters and severe weather, including hurricane and flood expenses, and subsequent recoveries of such costs, as applicable. During the nine months ended September 30, 2020, $22.0 million of other operating items, net, related to incremental, nonrecurring costs associated with the Property Closures.

Other Expenses

Interest Expense, net

The following table summarizes information with respect to our interest expense on outstanding indebtedness:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
*(In millions)*	2020			2019			2020			2019
Interest Expense, net	$	61.9		$	59.2		$	172.0		$	180.9
Average Long-Term Debt Balance (1)		4,436.0			3,917.2			4,332.0			3,981.8
Weighted Average Interest Rates		5.0	%		5.7	%		4.8	%		5.7	%

⁽¹⁾ Average debt balance calculation does not include the related discounts or deferred finance charges.

Interest expense, net of capitalized interest and interest income, for the three and nine months ended September 30, 2020, increased $2.7 million, or 4.5%, and decreased $8.9 million, or 4.9%, respectively, as compared to the prior year respective period. The impact is attributable to a decrease in the weighted average interest rate percentage point of 0.7 and 0.9 for the three and nine months ended September 30, 2020, respectively, as the underlying Eurodollar rate declined. The decline in interest rate is offset by an increase in the average long-term debt balance of $518.8 million and $350.2 million for the three and nine months ended September 30, 2020, respectively, which is driven by the following: (i) issuance in December 2019 of the $1.0 billion aggregate principal amount of 4.750% senior notes due December 2027; (ii) issuance in May 2020 of the $600.0 million aggregate principal amount of 8.625% senior notes due June 2025; offset by (iii) the retirement of our $750.0 million aggregate principal amount of 6.875% senior notes due May 2023; and (iv) the early repayments of the Refinancing Term B Loans.

Income Taxes

The effective tax rates during the nine months ended September 30, 2020 and 2019 were 17.7% and 24.4%, respectively. The tax benefit for the nine months ended September 30, 2020 was favorably impacted by the settlement of a state audit offset by the creation of a valuation allowance applied to certain state deferred tax assets, including state net operating loss carryforwards. Certain state operations forecasted losses for the year have resulted in negative evidence that tax attributes may expire before utilization or the jurisdiction no longer has recent cumulative earnings to support an objective and verifiable source of income. In addition, the provision for the nine months ended September 30, 2020 was unfavorably impacted by certain nondeductible expenses. Our tax rates for the nine months ended September 30, 2020 and 2019 were favorably impacted by the inclusion of excess tax benefits, related to equity compensation, as a component of the provision for income taxes. The tax provision for the nine months ended September 30, 2019 was unfavorably impacted by state taxes and certain nondeductible expenses. The state audit settlement has resulted in a reduction to our unrecognized tax benefit. As of September 30, 2020, there is no remaining unrecognized tax benefit. We do not expect any significant change in our unrecognized tax benefit in the next year.

As a result of and response to the COVID-19 pandemic, the U.S. government enacted Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and it was signed into law on March 27, 2020. Included in the CARES Act are provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, interest expense deductions, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. Our financial results for the nine months ended September 30, 2020, include the estimated payroll tax credits we will receive under the CARES Act, partially offsetting the expenses incurred during this period for compensation and benefits provided to qualifying employees.

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LIQUIDITY AND CAPITAL RESOURCES

Financial Position

At September 30, 2020 and December 31, 2019, we had balances of cash and cash equivalents of $506.0 million and $250.0 million, respectively. In addition, we held restricted cash balances of $15.0 million and $20.5 million at September 30, 2020 and December 31, 2019, respectively.

During the Property Closures, the Company used cash on hand to fund day-to-day operational expenses, interest and tax payments, as well as other necessary business expenditures. We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility and cash flows from operating activities following the reopening of our facilities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including our projected operating requirements and maintenance capital expenditures. See "Indebtedness", below, for further detail regarding the bank credit facility.

The Company may seek to secure additional working capital, repay respective current debt maturities, or fund respective development projects, in whole or in part, through incremental bank financing and additional debt or equity offerings, to the extent such offerings are allowed under our debt agreements.

Cash Flows Summary

	Nine Months Ended
	September 30,
*(In millions)*	2020			2019
Net cash provided by operating activities	$	124.0		$	415.4

Cash flows from investing activities
Capital expenditures		(105.1	)		(166.8	)
Cash paid for acquisitions, net of cash received		(11.2	)		(5.5	)
Other investing activities		—			(23.3	)
Net cash used in investing activities		(116.3	)		(195.6	)

Cash flows from financing activities
Net borrowings (payments) under bank credit facility		(316.3	)		(179.0	)
Proceeds from issuance of senior notes		600.0			—
Debt issuance costs		(17.1	)		—
Dividends paid		(7.8	)		(21.2	)
Shares repurchased and retired		(11.1	)		(28.0	)
Other financing activities		(4.8	)		(3.4	)
Net cash provided by (used in) financing activities		242.9			(231.6	)
Increase (decrease) in cash, cash equivalents and restricted cash	$	250.6		$	(11.8	)

Cash Flows from Operating Activities

During the nine months ended September 30, 2020 and 2019, we generated operating cash flow of $124.0 million and $415.4 million, respectively. Generally, operating cash flows decreased during 2020 as compared to the prior year period due to the Property Closures in March through June 2020 and timing of working capital spending.

Cash Flows from Investing Activities

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

During the nine months ended September 30, 2020 and 2019, we incurred net cash outflows for investing activities of $116.3 million and $195.6 million, respectively, related primarily to the purchase of real estate, information technology purchases for new software and acquisition-related costs.

Cash Flows from Financing Activities

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

The net cash inflows from financing activities in the nine months ended September 30, 2020, reflect primarily the senior note issuance to preserve liquidity during the closure period. The outflows in 2020 reflect the use of cash flow to paydown our Revolving Credit Facility, pay debt financing costs, repurchase outstanding common stock under our share repurchase program and pay cash dividends to our shareholders. The net cash outflows from financing activities in the nine months ended September 30, 2019, reflect primarily the use of excess cash to reduce our outstanding debt, repurchase outstanding common stock under our share repurchase program and pay dividends to our shareholders.

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Indebtedness

The outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances are as follows:

*(In millions)*	September 30, 2020		December 31, 2019		Increase / (Decrease)
Bank credit facility	$	989.3	$	1,305.7	$	(316.4	)
6.375% senior notes due 2026		750.0		750.0		—
6.000% senior notes due 2026		700.0		700.0		—
4.750% senior notes due 2027		1,000.0		1,000.0		—
8.625% senior notes due 2025		600.0		—		600.0
Other		4.2		58.3		(54.1	)
Total long-term debt		4,043.5		3,814.0		229.5
Less current maturities		29.2		27.0		2.2
Long-term debt, net of current maturities	$	4,014.3	$	3,787.0	$	227.3

Amounts Outstanding

The principal amounts under the bank credit facility are comprised of the following:

	September 30,		December 31,
*(In millions)*	2020		2019
Revolving Credit Facility	$	—	$	235.0
Term A Loan		223.8		234.3
Refinancing Term B Loans		765.5		795.0
Swing Loan		—		41.4
Total outstanding principal amounts under the bank credit facility	$	989.3	$	1,305.7

The blended interest rate for outstanding borrowings under the bank credit facility was 2.6% at September 30, 2020 and 3.8% at December 31, 2019.

Debt Service Requirements

Debt service requirements under our current outstanding senior notes consist of semi-annual interest payments (based upon fixed annual interest rates ranging from 4.750% to 8.625%) and principal repayments of our 8.625% Notes due in June 2025, our 6.375% Notes due in April 2026, our 6.000% Notes due in August 2026 and our 4.750% Notes due in December 2027.

Covenant Compliance

On May 8, 2020, we amended our credit facility to, among other things, waive the financial covenants for the period beginning on March 30, 2020 through the earlier of (x) the date on which the Company delivers to the administrative agent a covenant relief period termination notice, (y) the date on which the administrative agent receives a compliance certificate with respect to the Company’s fiscal quarter ending June 30, 2021, and (z) the date on which the Company fails to satisfy the conditions to covenant relief set forth in the amendment.

As of September 30, 2020, we believe that we were in compliance with the covenants contained in our debt instruments.

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

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Guarantor Financial Information

In connection with the issuance of our 6.375% senior notes due April 2026 ("6.375% Notes"), our 6.000% senior notes due August 2026 ("6.000% Notes"), our 4.750% senior notes due December 2027 ("4.750% Notes") and our 8.625% senior notes due June 2025 ("8.625% Notes") (collectively, the "Guaranteed Notes"), certain of the Company's wholly owned subsidiaries (the "Guarantors") provide guarantees of those indentures. These Guaranteed Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain our current and future domestic restricted subsidiaries, all of which are 100% owned by us. With the exception of one subsidiary, the guarantors of the 6.375% Notes are the same as for our 6.000% Notes, 4.750% Notes and 8.625% Notes (collectively, the "Other Notes").

Summarized combined balance sheet information for the parent company and the Guarantors are as follows:

	6.375% Notes				Other Notes
	September 30,		December 31,		September 30,		December 31,
*(In millions)*	2020		2019		2020		2019
Current assets	$	624.6	$	372.0	$	624.6	$	371.9
Noncurrent assets		9,470.1		9,733.2		9,470.1		9,733.2
Current liabilities		503.1		518.5		503.1		518.5
Noncurrent liabilities		5,022.0		4,766.2		5,021.1		4,765.3

Summarized combined results of operations for the parent company and the Guarantors are as follows:

	6.375% Notes			Other Notes
	Nine Months Ended			Nine Months Ended
*(In millions)*	September 30, 2020			September 30, 2020
Revenues	$	1,548.6		$	1,548.6
Costs and expenses		1,611.3			1,611.3
Operating loss		(92.1	)		(92.1	)
Loss before income taxes		(257.8	)		(257.8	)
Net loss		(214.2	)		(214.2	)

Share Repurchase Program

Subject to applicable corporate securities laws, repurchases under our stock repurchase program may be made at such times and in such amounts as we deem appropriate. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding notes and bank credit facility. Purchases under our stock repurchase program can be discontinued at any time at our sole discretion. On December 12, 2018, our Board of Directors authorized a share repurchase program of $100 million. During the nine months ended September 30, 2020 and 2019, we repurchased 0.7 million and 1.1 million shares, respectively, of our common stock. We are currently authorized to repurchase up to an additional $61.4 million in shares of our common stock under the share repurchase program. We are not obligated to purchase any shares under our stock repurchase program. We suspended share repurchases in March 2020 in order to preserve liquidity due to the Property Closures.

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

Quarterly Dividend Program

The dividends declared by the Board of Directors under this program and reflected in the periods presented are:

Declaration date	Record date	Payment date	Amount per share
December 7, 2018	December 28, 2018	January 15, 2019	$	0.06
March 4, 2019	March 15, 2019	April 15, 2019		0.06
June 7, 2019	June 17, 2019	July 15, 2019		0.07
September 17, 2019	September 27, 2019	October 15, 2019		0.07
December 17, 2019	December 27, 2019	January 15, 2020		0.07

On March 25, 2020, the Company announced that the cash dividend program has been suspended to help mitigate the financial impact of the COVID-19 pandemic.

Other Items Affecting Liquidity

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

Commitments

Capital Spending and Development

We currently estimate that our annual cash capital requirements to perform on-going refurbishment and maintenance at our properties ranges from between $125 million and $135 million. We fund our capital expenditures through cash on hand, our bank credit facility and operating cash flows.

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In addition to the capital spending discussed above, we continue to pursue other potential development projects that may require us to invest significant amounts of capital. For example, we continue to work with the Wilton Rancheria Tribe (the "Tribe"), a federally-recognized Native American tribe, to develop and manage a gaming entertainment complex to be located about 15 miles southeast of Sacramento, California. In September 2017, the California State Legislature unanimously approved, and the Governor of California executed, a tribal-state gaming compact with the tribe allowing the development of the casino. In October 2018, the National Indian Gaming Commission approved the Company's management contract with the Tribe. Working with the Tribe, we are in the process of finalizing the project budget, design and construction planning. The project will be constructed using third-party financing. Once commenced and project financing put in place, the construction timeline is expected to span 18 to 24 months.

Other Opportunities

We regularly investigate and pursue additional expansion opportunities in markets where casino gaming is currently permitted. We also pursue expansion opportunities in jurisdictions where casino gaming is not currently permitted in order to be prepared to develop projects upon approval of casino gaming. Such expansions will be affected and determined by several key factors, which may include the following:

	•	the outcome of gaming license selection processes;
	•	the approval of gaming in jurisdictions where we have been active but where casino gaming is not currently permitted;
	•	identification of additional suitable investment opportunities in current gaming jurisdictions; and
	•	availability of acceptable financing.

Additional projects may require us to make substantial investments or may cause us to incur substantial costs related to the investigation and pursuit of such opportunities, which investments and costs we may fund through cash flow from operations or availability under our bank credit facility. To the extent such sources of funds are not sufficient, we may also seek to raise such additional funds through public or private equity or debt financings or from other sources, to the extent such financing is available.

Contingencies

Legal Matters

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

Off Balance Sheet Arrangements

There have been no material changes to our off balance sheet arrangements as defined in Item 303(a)(4)(ii) and described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 27, 2020.

Critical Accounting Policies

There have been no material changes to our critical accounting policies described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the period ended December 31, 2019, as filed with the SEC on February 27, 2020.

Recently Issued Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 1, Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements, in the notes to the condensed consolidated financial statements (unaudited).

Important Information Regarding Forward-Looking Statements

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

	•	The future closure of our facilities as a result of the COVID-19 pandemic, including the duration of such closures and business impacts following reopening.
	•	The continued impact of COVID-19 on the gaming industry generally, including changes in customer behavior and preferences.
	•	The continuing impact of temporary and ongoing unemployment as a result of the closure of non-essential business in response to COVID-19.
	•	The effects of intense competition that exists in the gaming industry.
	•	The risk that our acquisitions and other expansion opportunities divert management’s attention or incur substantial costs, or that we are otherwise unable to develop, profitably manage or successfully integrate the businesses we acquire.
	•	The fact that our expansion, development, maintenance 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 not 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.
	•	Our ability to take advantage of, and to realize the anticipated benefits of, any past or future financing, mergers and acquisitions, dispositions, partnerships, and other corporate opportunities, and the risks associated with such or similar transactions, arrangements or opportunities.

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	•	The risk that new gaming licenses or jurisdictions become available (or implement new or different gaming regulations or increased or additional taxes) that results in increased competition or cost 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, certificates and concessions, impose substantial fines and take other adverse actions against any of our casino operations or any current or future online gaming and sports wagering operations.
	•	The risk that we may be unable to refinance our respective outstanding indebtedness as it comes due, or that if we do refinance, the terms are not favorable to us.
	•	The effects of the extensive governmental gaming regulation and taxation policies to which we are subject and the costs of compliance or failure to comply with such regulations, 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, pandemic, war, terrorist or similar activity or natural or man-made disasters in, at, or around our properties.
	•	The risk that we fail to adapt our business and amenities to changing customer preferences.
	•	Our ability to continue to negotiate collective bargaining agreements with the unions that represent certain of our employees.
	•	The effect of unusual gaming hold percentages in any given period.
	•	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 causing unintended distribution to third parties of, or access by third parties to, our customer or company data, and any litigation, fines, disruption to our operations or reputational harm resulting from such loss of data integrity.
	•	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.
	•	Other statements regarding our future operations, financial condition and prospects, and business strategies.
	•	The risk that we may be unable to retain our key management and personnel, including key employees of the acquired companies.
	•	Our current and future insurance coverage levels, including the risk we have not obtained sufficient coverage, may not be able to obtain sufficient coverage in the future, or will only be able to obtain additional coverage at significantly increased rates.

Additional factors that could cause actual results to differ are discussed in Part I. Item 1A. Risk Factors of our Annual Report on Form 10-K for the period ended December 31, 2019, and in other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

As of September 30, 2020, our long-term variable-rate borrowings represented approximately 24.5% of total long-term debt. Based on September 30, 2020 debt levels, a 100 basis point change in the interest rate would cause our annual interest costs to change by approximately $9.9 million.

See also "Liquidity and Capital Resources" above.

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Item 4. Controls and Procedures

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

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

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PART II. Other Information

Item 1. Legal Proceedings

Item 1A. Risk Factors

The outbreak of the novel coronavirus (“COVID-19”) and the public response has had and will likely continue to have an adverse effect on our business, operations, financial condition and results.

As a result of the COVID-19 global pandemic and related measures to prevent its spread, all of our gaming facilities were closed in mid-March 2020 in response to orders from public officials and government regulations. As of November 1, 2020, 26 of our 29 casino properties are re-opened and operating, while 3 properties remain closed as a result of business demand and cost containment measures. We cannot predict when we will reopen our remaining properties, or whether some or all of our properties may be required to temporarily close in the future. Our business, operations, financial condition and results have been, and could again be, negatively affected as a result of the COVID-19 pandemic.

Our properties are subject to various health and safety measures instituted in response to the COVID-19 pandemic, including substantial limitations on occupancy. We cannot predict how long current health and safety protocols will be necessary. Decisions by public officials in this regard will depend on many factors beyond our control and that remain uncertain in light of on-going developments related to the pandemic, including development of preventative or treatment protocols.

We have been required to reduce the offering of certain amenities (because such amenities must remain closed) and otherwise limit the availability of certain offerings, such as deactivating a substantial number of gaming devices to maintain social distancing and limiting restaurant seating, as well as substantially limiting the number of customers we are permitted to admit at any time. Such measures necessarily impact business volume and may impact customer behavior and business demand, and the duration of such potential impact is unknown at this time. Our business, operations, financial condition and results may be materially, negatively affected to the extent demand for our casinos and customer preference and behavior is altered as a result of the COVID-19 pandemic and public response. We cannot predict the extent to which the global pandemic and public response may negatively affect business operating results in the future.

In addition, to the extent that the impact of the COVID-19 pandemic and public response on the economy negatively affects discretionary spending patterns, we may be negatively affected. The COVID-19 pandemic has had and is expected to continue to have lingering impacts with respect to unemployment and discretionary spending. For example, as a result of the COVID-19 pandemic, we have laid-off a substantial number of our employees, as have many other businesses in the gaming and hospitality industries. Similar actions throughout the U.S. economy have significantly increased economic and demand uncertainty and may potentially cause regional, national or global recessions. Significant increases in unemployment (and the lingering impacts of temporary unemployment after certain furloughed workers return to work) may have a negative impact on demand for gaming facilities, and these impacts could exist for an extensive period of time. Demand for gaming facilities may further be negatively impacted by the adverse changes in the perceived or actual economic climate and declines in income levels and loss of personal wealth.

The foregoing may also negatively affect our workforce, suppliers, contractors and other partners. We cannot predict the extent to which the above factors will cause our costs to increase, supply chain disruptions, labor shortages, logistics constraints or business failures or inability to provide services or products for our partners.

The current and future impact of the COVID-19 pandemic and public response is expected to continue to impact our results, operations, outlooks, plans, goals, growth, reputation, cash flows and liquidity. To the extent the COVID-19 pandemic and public response adversely affects our business, operations, financial condition and operating results, it may also exacerbate many of the other risks described in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31.

There were no other material changes from the risk factors previously disclosed in Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019.

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Item 6.

Exhibits

Exhibit Number	Document of Exhibit	Method of Filing
10.1	Amendment No.4 to Third Amended and Restated Credit Agreement dated August 14, 2013	Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed August 11, 2020.

10.2	Amendment No.4 - Revised Schedule A	Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K/A filed August 17, 2020.

22	List of Guarantor Subsidiaries of Boyd Gaming Corporation	File electronically herewith

31.1	Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act rule 13a-14(a).	Filed electronically herewith

31.2	Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act rule 13a-14(a).	Filed electronically herewith

32.1	Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350.	Filed electronically herewith

32.2	Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350.	Filed electronically herewith

101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019, (iii) Condensed Consolidated Statements of Changes in Stockholders' Equity for each of the quarters within the nine months ended September 30, 2020 and 2019, iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019, and (vi) Notes to Condensed Consolidated Financial Statements.	Filed electronically herewith

104	Inline XBRL for cover page of the Company's Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.	Filed electronically herewith

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 5, 2020.

		BOYD GAMING CORPORATION

	By:	/s/ Anthony D. McDuffie
		Anthony D. McDuffie
		Vice President and Chief Accounting Officer

EXHIBIT 22

BOYD GAMING CORPORATION

The subsidiaries of Boyd Gaming Corporation (the "Company") listed below are 100% owned and have fully and unconditionally guaranteed the Company’s (i) 6.375% senior notes due April 2026 ("6.375% Notes"), (ii) 6.000% senior notes due August 2026 ("6.000% Notes") and (iii) 4.750% senior notes due December 2027 ("4.750% Notes").

Subsidiary Name

Aliante Gaming, LLC
ALST Casino Holdco, LLC
Ameristar Casino Kansas City, LLC
Ameristar Casino St. Charles, LLC
Belle of Orleans, L.L.C.
Belterra Resort Indiana LLC
Blue Chip Casino, LLC
Boyd Acquisition, LLC
Boyd Acquisition I, LLC
Boyd Acquisition II, LLC
Boyd Atlantic City, Inc.*
Boyd Biloxi, LLC
Boyd Louisiana Racing, L.L.C.
Boyd Racing, L.L.C.
Boyd TCIV, LLC
Boyd Tunica, Inc.
California Hotel & Casino
California Hotel Finance Corporation
Coast Casinos, Inc.
Coast Hotels & Casinos, Inc.
Diamond Jo, LLC
Diamond Jo Worth, LLC
Kansas Star Casino, LLC
M.S.W., Inc.
Nevada Palace, LLC
Ogle Haus, LLC
Par-A-Dice Gaming Corporation
Peninsula Gaming, LLC
PNK (Ohio), LLC
PNK (Ohio) II, LLC
PNK (Ohio) III, LLC
Red River Entertainment of Shreveport, L.L.C.
Sam-Will, Inc.
The Cannery Hotel and Casino, LLC
The Old Evangeline Downs, L.L.C.
Treasure Chest Casino, L.L.C.
Valley Forge Colonial, LLC
Valley Forge Convention Center Partners, LLC

*Boyd Atlantic City, Inc., is a guarantor of the 6.375% Notes and is a non-guarantor of the 6.00% Notes and 4.750% Notes.

Exhibit 31.1

BOYD GAMING CORPORATION

CERTIFICATION

I, Keith E. Smith, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Boyd Gaming Corporation;

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

	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	November 5, 2020	By:	/s/ Keith E. Smith
			Keith E. Smith
			President and Chief Executive Officer

Exhibit 31.2

BOYD GAMING CORPORATION

CERTIFICATION

I, Josh Hirsberg, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Boyd Gaming Corporation;

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

	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	November 5, 2020	By:	/s/ Josh Hirsberg
			Josh Hirsberg
			Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 32.1

BOYD GAMING CORPORATION

CERTIFICATION

In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission (the "Report"), I, Keith E. Smith, President and Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

	(1)	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.



Date:	November 5, 2020	By:	/s/ Keith E. Smith
			Keith E. Smith
			President and Chief Executive Officer

Exhibit 32.2

BOYD GAMING CORPORATION

CERTIFICATION

In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission (the "Report"), I, Josh Hirsberg, Executive Vice President, Chief Financial Officer and Treasurer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

	(1)	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.



Date:	November 5, 2020	By:	/s/ Josh Hirsberg
			Josh Hirsberg
			Executive Vice President, Chief Financial Officer and Treasurer