NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of
June 30, 2017
and
December 31, 2016
and for the
three and six
months ended
June 30, 2017
and
2016
______________________________________________________________________________________________________
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd Gaming," "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD."
We are a diversified operator of
24
wholly owned gaming entertainment properties. Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended
December 31, 2016
, as filed with the U.S. Securities and Exchange Commission ("SEC") on
February 23, 2017
.
The results for the periods indicated are unaudited, but reflect all adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods.
The accompanying condensed consolidated financial statements include the accounts of Boyd Gaming and its wholly owned subsidiaries. Investments in unconsolidated affiliates, which do not meet the consolidation criteria of the authoritative accounting guidance for voting interest, controlling interest or variable interest entities, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. On May 31, 2016, we announced that we had entered into an Equity Purchase Agreement (the "Purchase Agreement") to sell our
50%
equity interest in Marina District Development Holding Company, LLC ("MDDHC"), the parent company of Borgata Hotel Casino & Spa ("Borgata"), to MGM Resorts International ("MGM"), and the transaction closed on August 1, 2016. (See Note 3,
Acquisitions and Divestitures
.) We account for our investment in Borgata applying the equity method and report its results as discontinued operations for all periods presented in these condensed consolidated financial statements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market funds with maturities of three months or less at their date of purchase. The instruments are not restricted as to withdrawal or use and are on deposit with high credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available on demand.
Promotional Allowances
The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as a promotional allowance. Promotional allowances also include incentives earned in our slot bonus program such as cash and the estimated retail value of goods and services (such as complimentary rooms and food and beverages). We reward customers, through the use of bonus programs, with points based on amounts wagered that can be redeemed for a specified period of time for complimentary slot play, food and beverage, and to a lesser extent for other goods or services, depending upon the property.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
The amounts included in promotional allowances are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30,
|
|
June 30,
|
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Rooms
|
$
|
18,879
|
|
|
$
|
18,294
|
|
|
$
|
37,356
|
|
|
$
|
37,239
|
|
Food and beverage
|
42,087
|
|
|
35,660
|
|
|
84,154
|
|
|
73,112
|
|
Other
|
3,749
|
|
|
3,056
|
|
|
6,669
|
|
|
6,973
|
|
Total promotional allowances
|
$
|
64,715
|
|
|
$
|
57,010
|
|
|
$
|
128,179
|
|
|
$
|
117,324
|
|
The estimated costs of providing such promotional allowances are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30,
|
|
June 30,
|
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Rooms
|
$
|
8,128
|
|
|
$
|
7,921
|
|
|
$
|
16,487
|
|
|
$
|
16,490
|
|
Food and beverage
|
37,266
|
|
|
30,842
|
|
|
74,888
|
|
|
64,113
|
|
Other
|
2,648
|
|
|
3,000
|
|
|
6,456
|
|
|
5,981
|
|
Total estimated cost of promotional allowances
|
$
|
48,042
|
|
|
$
|
41,763
|
|
|
$
|
97,831
|
|
|
$
|
86,584
|
|
Gaming Taxes
We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded as a gaming expense in the condensed consolidated statements of operations. These taxes totaled approximately
$83.8 million
and
$81.5 million
for the
three
months ended
June 30, 2017
and
2016
, respectively, and
$167.0 million
and
$164.1 million
for the
six
months ended
June 30, 2017
and
2016
, respectively.
Income Taxes
Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance, if based on all evidence, it is more likely than not that such assets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.
For the
six
months ended
June 30, 2017
, we computed our provision by applying the annual effective tax rate method. For the
six
months ended
June 30, 2016
, we computed our provision for income taxes by applying the actual effective tax rate, under the discrete method, to year-to-date income. The discrete method was used to calculate our income tax provision as the annual effective tax rate was not considered a reliable estimate of year-to-date income tax expense.
Other Long Term Tax Liabilities
The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.
Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement is only addressed if the position is
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
deemed to be more likely than not to be sustained. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.
Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the "more likely than not" standard. If it is subsequently determined that a previously recognized tax position no longer meets the "more likely than not" standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. Accrued interest and penalties are included in other long-term tax liabilities on the balance sheet.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Change in Accounting Principle
In first quarter 2017, the Company adopted
Accounting Standards Update 2016-09, Compensation - Stock Compensation ("Update 2016-09")
which simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. Update 2016-09 requires excess tax benefits and deficiencies to be recorded in income tax expense instead of equity. The cumulative effect of this change in accounting principle is to record the benefit of previously unrecognized excess tax deductions as an increase in retained earnings of
$15.8 million
on the condensed consolidated statement of changes in stockholders' equity for the six months ended June 30, 2017.
Recently Issued Accounting Pronouncements
Accounting Standards Update 2017-9, Compensation-Stock Compensation ("Update 2017-09")
In May 2017, the Financial Accounting Standards Board ("FASB") issued Update 2017-09, which amends the scope of modification accounting for share-based payment arrangements. An entity should account for the effects of a modification unless the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The standard is effective for the financial statements issued for annual periods and interim periods within those annual periods, beginning after December 15, 2017, and early adoption is permitted. The Company adopted Update 2017-09 during second quarter 2017. The early adoption did not have a material impact on our condensed consolidated financial statements.
Accounting Standards Update 2017-04, Intangibles-Goodwill and Other ("Update 2017-04")
In January 2017, the FASB issued Update 2017-04, which addresses goodwill impairment testing. Instead of determining goodwill impairment by calculating the implied fair value of goodwill, an entity should perform goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods, beginning after December 15, 2019, and early adoption is permitted. The Company adopted Update 2017-04 effective January 1, 2017. The early adoption did not have an impact on our condensed consolidated financial statements.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
Accounting Standards Update 2014-09,
Revenue from Contracts with Customers ("Update 2014-09");
Accounting Standards Update 2015-14,
Revenue from Contracts with Customers - Deferral of the Effective Date ("Update 2015-14"
)
;
Accounting Standards Update 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("Update 2016-08"); Accounting Standards Update 2016-10, Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing ("Update 2016-10"); Accounting Standards Update 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting ("Update 2016-11"); and Accounting Standards Update 2016-12, Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients ("Update 2016-12"); (collectively, the “Revenue Standard”)
The Revenue Standard prescribes a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Interpretations of the Revenue Standard are on-going and could have a significant impact on our implementation. Currently, we expect that the historical presentation which reflects revenues gross for goods and services provided to our customers as an inducement to play with us, with an offsetting reduction for promotional allowances to derive net revenues, will no longer be allowed. Instead, revenues will be allocated among our departmental classifications based on the relative standalone selling prices of the goods and services provided to the customer. We currently anticipate that this methodology will result in a reduction of our reported gaming revenues by an amount equivalent to our reported promotional allowance revenues. We also expect the accounting for our frequent player programs to be impacted, with possible changes to the timing and/or classification of certain transactions within revenues and between revenues and operating expenses.
The Revenue Standard is effective for our Company on January 1, 2018, and must be adopted by applying either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach with the cumulative effect of initially applying the guidance recognized at the date of initial application. We currently anticipate adopting the Revenue Standard by applying the full retrospective approach.
We are continuing to update our assessment of the effects of the Revenue Standard on our condensed consolidated financial statements, including the planned method of adoption and the quantification of the effects of the new guidance, and we will disclose those effects when known.
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 condensed consolidated financial statements.
NOTE 3. ACQUISITIONS AND DIVESTITURES
Aliante Casino + Hotel + Spa
On September 27, 2016, Boyd Gaming completed the acquisition of ALST Casino Holdco LLC, the holding company of Aliante Casino + Hotel + Spa ("Aliante"). Pursuant to the merger agreement, Merger Sub merged (the "Merger") with and into ALST, with ALST surviving the Merger. ALST and Aliante are now wholly-owned subsidiaries of Boyd Gaming. Accordingly, the acquired assets and liabilities of Aliante are included in our condensed consolidated balance sheets as of
June 30, 2017
and
December 31, 2016
and the results of its operations in our condensed consolidated statements of operations for the three and
six
months ended
June 30, 2017
. Aliante's cash flows are reported in our condensed consolidated statements of cash flows for the
six
months ended
June 30, 2017
. Aliante is an upscale, resort-style casino and hotel situated in North Las Vegas and offering premium accommodations, gaming, dining, entertainment and retail, and is aggregated into our Las Vegas Locals segment (See Note 11,
Segment Information
).
Acquisition Method of Accounting
The Company followed the acquisition method of accounting according to the guidance of FASB Accounting Standards Codification Topic 805 ("ASC 805"). In accordance with ASC 805, the Company allocated the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their fair values, which were determined primarily by management with assistance from third-party appraisals. The excess of the purchase price over those fair values was recorded as goodwill. The purchase price allocation below represents Aliante’s opening balance sheet on September 27, 2016, which was initially reported in our Form 10−K for the year ended December 31, 2016. During the measurement period, which concluded on June 30, 2017, opening balance sheet adjustments were made to finalize the preliminary fair value estimates, resulting in a
$2.6 million
reduction in other assets, prima
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
rily related to base stock, a
$0.8 million
reduction in property and equipment and a
$0.4 million
increase in assumed liabilities, with a corresponding net increase to goodwill of
$3.8 million
. The measurement period adjustment and the related tax impact were immaterial to our condensed consolidated financial statements.
The following table presents the components and allocation of the purchase price, including the measurement period adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Preliminary Purchase Price Allocation
|
|
Adjustments
|
|
Final Purchase Price Allocation
|
Current assets
|
|
$
|
31,886
|
|
|
$
|
—
|
|
|
$
|
31,886
|
|
Property and equipment
|
|
226,309
|
|
|
(760
|
)
|
|
225,549
|
|
Intangible and other assets
|
|
20,791
|
|
|
(2,643
|
)
|
|
18,148
|
|
Total acquired assets
|
|
278,986
|
|
|
(3,403
|
)
|
|
275,583
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
5,693
|
|
|
515
|
|
|
6,208
|
|
Other liabilities
|
|
636
|
|
|
(83
|
)
|
|
553
|
|
Total liabilities assumed
|
|
6,329
|
|
|
432
|
|
|
6,761
|
|
Net identifiable assets acquired
|
|
272,657
|
|
|
(3,835
|
)
|
|
268,822
|
|
Goodwill
|
|
126,489
|
|
|
3,835
|
|
|
130,324
|
|
Net assets acquired
|
|
$
|
399,146
|
|
|
$
|
—
|
|
|
$
|
399,146
|
|
Cannery Casino Hotel and Nevada Palace, LLC
On December 20, 2016 (the "Acquisition Date"), Boyd Gaming completed the acquisitions of Cannery, the owner and operator of Cannery Casino Hotel, and Eastside Cannery, the owner and operator of Eastside Cannery Casino and Hotel, pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) dated as of April 25, 2016, as amended on October 28, 2016, by and among Boyd, Cannery Casino Resorts, LLC (“Seller”), Cannery and Eastside Cannery.
Pursuant to the terms of the Purchase Agreement, Boyd acquired from Seller all of the issued and outstanding membership interests of Cannery and Eastside Cannery (the “Acquisitions”). With the closing of the Acquisitions, each of Cannery and Eastside Cannery became wholly-owned subsidiaries of Boyd. Accordingly, the acquired assets and liabilities of Cannery and Eastside Cannery are included in our condensed consolidated balance sheets as of
June 30, 2017
and
December 31, 2016
and the results of their operations in our condensed consolidated statements of operations for the three and
six
months ended
June 30, 2017
. The Cannery and Eastside Cannery's cash flows are reported in our condensed consolidated statements of cash flows for the
six
months ended
June 30, 2017
. The Cannery and Eastside Cannery are modern casinos and hotels in the Las Vegas Valley that offer premium accommodations, gaming, dining, entertainment and retail, and are aggregated into our Las Vegas Locals segment (See Note 11,
Segment Information
)
.
The fair value of the consideration transferred to Seller on the Acquisition Date was
$238.6 million
. In addition, the Purchase Agreement provided for a working capital adjustment to the purchase consideration. This adjustment was calculated during the second quarter and paid subsequent to the end of the quarter, resulting in an additional
$1.2 million
being paid to Seller.
Status of Purchase Price Allocation
The Company is following the acquisition method of accounting per ASC 805 guidance. For purposes of these financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates of fair value as determined by management based on its judgment with assistance from preliminary third party appraisals. The excess of the purchase price over the net book value of the assets acquired and liabilities assumed has been recorded as goodwill. The Company will recognize the assets acquired and liabilities assumed in the Acquisitions based on fair value estimates as of the date of the Acquisitions. The finalization of the determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessary to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations are expected to be completed no later than third quarter of 2017 and those determinations may be significantly different than those reflected in the condensed consolidated financial statements at
June 30, 2017
and
December 31, 2016
.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
The following table summarizes the components of the preliminary provisional purchase price allocations at December 31, 2016 and
June 30, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisional Purchase Price Allocation
|
(In thousands)
|
|
as of December 31, 2016
|
|
Adjustments
|
|
as of June 30, 2017
|
Current assets
|
|
$
|
29,929
|
|
|
$
|
—
|
|
|
$
|
29,929
|
|
Property and equipment
|
|
181,757
|
|
|
(58,630
|
)
|
|
123,127
|
|
Intangible and other assets
|
|
16,330
|
|
|
(880
|
)
|
|
15,450
|
|
Total acquired assets
|
|
228,016
|
|
|
(59,510
|
)
|
|
168,506
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
15,850
|
|
|
—
|
|
|
15,850
|
|
Total liabilities assumed
|
|
15,850
|
|
|
—
|
|
|
15,850
|
|
Net identifiable assets acquired
|
|
212,166
|
|
|
(59,510
|
)
|
|
152,656
|
|
Goodwill
|
|
26,401
|
|
|
60,664
|
|
|
87,065
|
|
Net assets acquired
|
|
$
|
238,567
|
|
|
$
|
1,154
|
|
|
$
|
239,721
|
|
Investment in and Divestiture of Borgata
On August 1, 2016, Boyd Gaming completed the sale of its
50%
equity interest in MDDHC, the parent company of Borgata in Atlantic City, New Jersey, to MGM pursuant to the Purchase Agreement entered into on May 31, 2016, as amended on July 19, 2016, by and among Boyd, Boyd Atlantic City, Inc., a wholly-owned subsidiary of Boyd and MGM.
Prior to the sale of our equity interest, the Company and MGM each held a
50%
interest in MDDHC, which owns all the equity interests in Borgata. Until the closing of the sale, we were the managing member of MDDHC, and we were responsible for the day-to-day operations of Borgata.
Pursuant to the Purchase Agreement, MGM acquired from Boyd Gaming
49%
of its
50%
membership interest in MDDHC and, immediately thereafter, MDDHC redeemed Boyd Gaming’s remaining
1%
membership interest in MDDHC (collectively, the "Transaction"). Following the Transaction, MDDHC became a wholly-owned subsidiary of MGM.
In consideration for the Transaction, MGM paid Boyd Gaming
$900 million
. The initial net cash proceeds were approximately
$589 million
, net of certain expenses and adjustments on the closing date, including outstanding indebtedness, cash and working capital. These initial proceeds did not include our
50%
share of any future property tax settlement benefits, from the time period during which we held a
50%
ownership in MDDHC, to which Boyd Gaming retained the right to receive upon payment. On February 15, 2017, Borgata entered into a settlement agreement with Atlantic City, the terms of which provided for
$72 million
to be paid to Borgata to resolve the remaining property tax issues. Borgata received full payment, and we received our share of the proceeds, in June 2017. For the three and six months ended June 30, 2017, we recognized
$35.6 million
and
$36.2 million
, respectively, in income for the cash we received for our share of property tax benefits realized by Borgata subsequent to the closing of the sale. These payments, net of tax of
$14.6 million
and
$14.8 million
for the three and six months ended June 30, 2017, respectively, are included in discontinued operations in the condensed consolidated financial statements.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
Summarized income statement information for Borgata is as follows:
|
|
|
|
|
|
|
|
|
(In thousands)
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
Net revenues
|
$
|
203,347
|
|
|
$
|
393,640
|
|
Operating expenses
|
150,195
|
|
|
302,815
|
|
Operating income
|
53,152
|
|
|
90,825
|
|
Non-operating expenses
|
15,764
|
|
|
30,176
|
|
Net income
|
$
|
37,388
|
|
|
$
|
60,649
|
|
NOTE 4. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
(In thousands)
|
2017
|
|
2016
|
Land
|
$
|
295,072
|
|
|
$
|
251,316
|
|
Buildings and improvements
|
2,901,809
|
|
|
2,915,664
|
|
Furniture and equipment
|
1,291,605
|
|
|
1,243,724
|
|
Riverboats and barges
|
239,302
|
|
|
239,264
|
|
Construction in progress
|
55,140
|
|
|
86,226
|
|
Other
|
726
|
|
|
726
|
|
Total property and equipment
|
4,783,654
|
|
|
4,736,920
|
|
Less accumulated depreciation
|
2,216,057
|
|
|
2,131,751
|
|
Property and equipment, net
|
$
|
2,567,597
|
|
|
$
|
2,605,169
|
|
Other property and equipment presented in the table above relates to the estimated net realizable value of construction materials inventory that was not disposed of with the 2013 sale of the Echelon development project. Such assets are not in service and are not currently being depreciated. Depreciation expense is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30,
|
|
June 30,
|
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Depreciation expense
|
$
|
47,771
|
|
|
$
|
44,266
|
|
|
$
|
97,165
|
|
|
$
|
87,821
|
|
NOTE 5. INTANGIBLE ASSETS
Intangible assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
Weighted
|
|
Gross
|
|
|
|
Cumulative
|
|
|
|
Average Life
|
|
Carrying
|
|
Cumulative
|
|
Impairment
|
|
Intangible
|
(In thousands)
|
Remaining
|
|
Value
|
|
Amortization
|
|
Losses
|
|
Assets, Net
|
Amortizing intangibles
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
0.6 years
|
|
$
|
145,700
|
|
|
$
|
(132,284
|
)
|
|
$
|
—
|
|
|
$
|
13,416
|
|
Favorable lease rates
|
38.5 years
|
|
11,730
|
|
|
(2,960
|
)
|
|
—
|
|
|
8,770
|
|
Development agreement
|
—
|
|
21,373
|
|
|
—
|
|
|
—
|
|
|
21,373
|
|
|
|
|
178,803
|
|
|
(135,244
|
)
|
|
—
|
|
|
43,559
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite lived intangible assets
|
|
|
|
|
|
|
|
|
|
Trademarks
|
Indefinite
|
|
151,887
|
|
|
—
|
|
|
(4,300
|
)
|
|
147,587
|
|
Gaming license rights
|
Indefinite
|
|
873,335
|
|
|
(33,960
|
)
|
|
(179,974
|
)
|
|
659,401
|
|
|
|
|
1,025,222
|
|
|
(33,960
|
)
|
|
(184,274
|
)
|
|
806,988
|
|
Balance, June 30, 2017
|
|
|
$
|
1,204,025
|
|
|
$
|
(169,204
|
)
|
|
$
|
(184,274
|
)
|
|
$
|
850,547
|
|
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
Weighted
|
|
Gross
|
|
|
|
Cumulative
|
|
|
|
Average Life
|
|
Carrying
|
|
Cumulative
|
|
Impairment
|
|
Intangible
|
(In thousands)
|
Remaining
|
|
Value
|
|
Amortization
|
|
Losses
|
|
Assets, Net
|
Amortizing intangibles
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
1.1 years
|
|
$
|
144,780
|
|
|
$
|
(125,318
|
)
|
|
$
|
—
|
|
|
$
|
19,462
|
|
Favorable lease rates
|
31.4 years
|
|
45,370
|
|
|
(13,039
|
)
|
|
—
|
|
|
32,331
|
|
Development agreement
|
—
|
|
21,373
|
|
|
—
|
|
|
—
|
|
|
21,373
|
|
|
|
|
211,523
|
|
|
(138,357
|
)
|
|
—
|
|
|
73,166
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite lived intangible assets
|
|
|
|
|
|
|
|
|
|
Trademarks
|
Indefinite
|
|
153,687
|
|
|
—
|
|
|
(4,300
|
)
|
|
149,387
|
|
Gaming license rights
|
Indefinite
|
|
873,335
|
|
|
(33,960
|
)
|
|
(179,974
|
)
|
|
659,401
|
|
|
|
|
1,027,022
|
|
|
(33,960
|
)
|
|
(184,274
|
)
|
|
808,788
|
|
Balance, December 31, 2016
|
|
|
$
|
1,238,545
|
|
|
$
|
(172,317
|
)
|
|
$
|
(184,274
|
)
|
|
$
|
881,954
|
|
In March 2017, The Orleans Hotel and Casino exercised an option in its lease agreement to terminate the existing lease and purchase the land subject to the lease, therefore combining the remaining unamortized favorable lease rate asset into the cost of the land asset.
NOTE 6. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
(In thousands)
|
2017
|
|
2016
|
Payroll and related expenses
|
$
|
64,437
|
|
|
$
|
68,102
|
|
Interest
|
19,431
|
|
|
33,407
|
|
Gaming liabilities
|
42,086
|
|
|
41,942
|
|
Player loyalty program liabilities
|
18,390
|
|
|
19,076
|
|
Dividend payable
|
5,653
|
|
|
—
|
|
Other accrued liabilities
|
97,375
|
|
|
88,555
|
|
Total accrued liabilities
|
$
|
247,372
|
|
|
$
|
251,082
|
|
NOTE 7. LONG-TERM DEBT
Long-term debt, net of current maturities and debt issuance costs, consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
|
|
|
|
|
|
Unamortized
|
|
|
|
Interest
|
|
|
|
|
|
Origination
|
|
|
|
Rates at
|
|
Outstanding
|
|
Unamortized
|
|
Fees and
|
|
Long-Term
|
(In thousands)
|
June 30, 2017
|
|
Principal
|
|
Discount
|
|
Costs
|
|
Debt, Net
|
Bank credit facility
|
3.49
|
%
|
|
$
|
1,690,401
|
|
|
$
|
(1,719
|
)
|
|
$
|
(27,528
|
)
|
|
$
|
1,661,154
|
|
6.875% senior notes due 2023
|
6.88
|
%
|
|
750,000
|
|
|
—
|
|
|
(11,530
|
)
|
|
738,470
|
|
6.375% senior notes due 2026
|
6.38
|
%
|
|
750,000
|
|
|
—
|
|
|
(10,332
|
)
|
|
739,668
|
|
Other
|
5.80
|
%
|
|
546
|
|
|
—
|
|
|
—
|
|
|
546
|
|
Total long-term debt
|
|
|
3,190,947
|
|
|
(1,719
|
)
|
|
(49,390
|
)
|
|
3,139,838
|
|
Less current maturities
|
|
|
23,987
|
|
|
—
|
|
|
—
|
|
|
23,987
|
|
|
|
|
$
|
3,166,960
|
|
|
$
|
(1,719
|
)
|
|
$
|
(49,390
|
)
|
|
$
|
3,115,851
|
|
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
Unamortized
|
|
|
|
Interest
|
|
|
|
|
|
Origination
|
|
|
|
Rates at
|
|
Outstanding
|
|
Unamortized
|
|
Fees and
|
|
Long-Term
|
(In thousands)
|
Dec. 31, 2016
|
|
Principal
|
|
Discount
|
|
Costs
|
|
Debt, Net
|
Bank credit facility
|
3.44
|
%
|
|
$
|
1,782,538
|
|
|
$
|
(1,888
|
)
|
|
$
|
(28,503
|
)
|
|
$
|
1,752,147
|
|
6.875% senior notes due 2023
|
6.88
|
%
|
|
750,000
|
|
|
—
|
|
|
(11,209
|
)
|
|
738,791
|
|
6.375% senior notes due 2026
|
6.38
|
%
|
|
750,000
|
|
|
—
|
|
|
(12,074
|
)
|
|
737,926
|
|
Other
|
5.80
|
%
|
|
591
|
|
|
—
|
|
|
—
|
|
|
591
|
|
Total long-term debt
|
|
|
3,283,129
|
|
|
(1,888
|
)
|
|
(51,786
|
)
|
|
3,229,455
|
|
Less current maturities
|
|
|
30,336
|
|
|
—
|
|
|
—
|
|
|
30,336
|
|
|
|
|
$
|
3,252,793
|
|
|
$
|
(1,888
|
)
|
|
$
|
(51,786
|
)
|
|
$
|
3,199,119
|
|
Credit Facility
On March 29, 2017, the Company, as borrower, entered into Amendment No. 2 and Refinancing Amendment (the "Refinancing Amendment") with the lenders party thereto, and Bank of America, N.A. ("Bank of America"), as administrative agent. The Refinancing Amendment modifies the Third Amended and Restated Credit Agreement (as amended prior to the execution of the Refinancing Amendment, the "Existing Credit Agreement"), dated as of August 14, 2013, among the Company, certain financial institutions, and Bank of America, as administrative agent. The Refinancing Amendment modified the Existing Credit Agreement and is referred to as the "Amended Credit Agreement" (together referred to as the "Credit Facility").
The Amended Credit Agreement provides for (i) commitments to make Term B Loans in an amount equal to
$1,264.5
million (the "Refinancing Term B Loans"), with the proceeds used to refinance in full the Company’s Term B-1 Loans and Term B-2 Loans outstanding under the Existing Credit Agreement and (ii) certain other amendments to the Existing Credit Agreement.
Interest and Fees
The interest rate on the outstanding balance of the Refinancing Term B Loans under the Amended Credit Agreement is based upon, at the Company’s option, either: (i) the Eurodollar rate or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with the Company’s secured leverage ratio and ranges from
2.25%
to
2.50%
(if using the Eurodollar rate) and from
1.25%
to
1.50%
(if using the base rate).
Optional and Mandatory Prepayments
The Company shall make repayments of the Refinancing Term B Loans on or before the last business day of each fiscal quarter of the Company commencing with the first full fiscal quarter of the Company after the Refinancing Effective Date in an amount equal to (x)
0.25%
of the aggregate principal amount of the Refinancing Term B Loans plus (y)
0.25%
of the aggregate principal amount of any increased Refinancing Term B Loan, as defined in the Existing Credit Agreement. The Company shall repay the outstanding principal amount of all Refinancing Term B Loans on the maturity date for the Refinancing Term B Loans, which shall be September 15, 2023.
Amounts outstanding under the Refinancing Amendment may be prepaid without premium or penalty, and the commitments may be terminated without penalty, subject to certain exceptions, including a
1.00%
prepayment premium for any full or partial prepayment of the Refinancing Term B Loans effected prior to the six-month anniversary of the Refinancing Effective Date that results in a lower interest rate.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
The outstanding principal amounts under the Credit Facility are comprised of the following:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
(In thousands)
|
2017
|
|
2016
|
Revolving Credit Facility
|
$
|
145,000
|
|
|
$
|
245,000
|
|
Term A Loan
|
216,562
|
|
|
222,188
|
|
Refinancing Term B Loans
|
1,256,339
|
|
|
—
|
|
Term B-1 Loan
|
—
|
|
|
271,750
|
|
Term B-2 Loan
|
—
|
|
|
997,500
|
|
Swing Loan
|
72,500
|
|
|
46,100
|
|
Total outstanding principal amounts under the Credit Facility
|
$
|
1,690,401
|
|
|
$
|
1,782,538
|
|
At
June 30, 2017
, approximately
$1.7 billion
was outstanding under the Credit Facility and
$12.5 million
was allocated to support various letters of credit, leaving remaining contractual availability of
$545.0 million
.
Covenant Compliance
As of
June 30, 2017
, we believe that we were in compliance with the financial and other covenants of our debt instruments.
On March 7, 2017, Aliante, Cannery and Eastside Cannery became guarantors of the
6.875%
senior notes due May 2023 ("
6.875%
Notes"), the
6.375%
senior notes due April 2026 ("6.375% Notes" and, together with the
6.875%
Notes, the "Senior Notes") and the Credit Agreement.
NOTE 8. COMMITMENTS AND CONTINGENCIES
Commitments
There have been no material changes to our commitments described under Note 9,
Commitments and Contingencies
, in our Annual Report on Form 10-K for the year ended
December 31, 2016
filed with the SEC on
February 23, 2017
.
Contingencies
Legal Matters
We are parties to various legal proceedings arising in the ordinary course of business. In our opinion, all pending legal matters are either adequately covered by insurance, or, if not insured, will not have a material adverse impact on our financial position, results of operations or cash flows.
NOTE 9. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS
Share Repurchase Program
On May 2, 2017, the Company announced that its Board of Directors had reaffirmed the Company’s existing share repurchase program, which as of
June 30, 2017
, had
$81 million
remaining. The Company intends to make purchases of its common stock from time to time under this program through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine.
The following table provides information regarding share repurchases during the referenced periods.
(1)
|
|
|
|
|
|
(In thousands, except per share data)
|
|
For the Three and Six Months Ended June 30, 2017
|
Shares repurchased
(2)
|
|
442
|
|
Total cost, including brokerage fees
|
|
$
|
11,090
|
|
Average repurchase price per share
(3)
|
|
$
|
25.11
|
|
(1)
Shares repurchased reflect repurchases settled during the
three and six
months ended
June 30, 2017
. These amounts exclude repurchases traded but not yet settled on or before
June 30, 2017
.
(2)
All shares repurchased have been retired and constitute authorized but unissued shares.
(3)
Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
Dividends
On May 2, 2017, the Company announced that its Board of Directors had authorized the reinstatement of the Company’s cash dividend program and declared a quarterly dividend of
$0.05
per share, to be paid July 15, 2017, to shareholders of record as of June 15, 2017. This dividend was paid after the end of the second quarter of 2017.
Share-Based Compensation
We account for share-based awards exchanged for employee services in accordance with the authoritative accounting guidance for share-based payments. Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period.
The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our condensed consolidated statements of operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30,
|
|
June 30,
|
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Gaming
|
$
|
111
|
|
|
$
|
80
|
|
|
$
|
181
|
|
|
$
|
165
|
|
Food and beverage
|
22
|
|
|
15
|
|
|
35
|
|
|
31
|
|
Room
|
10
|
|
|
7
|
|
|
16
|
|
|
15
|
|
Selling, general and administrative
|
561
|
|
|
405
|
|
|
919
|
|
|
837
|
|
Corporate expense
|
5,043
|
|
|
1,813
|
|
|
7,679
|
|
|
4,535
|
|
Total share-based compensation expense
|
$
|
5,747
|
|
|
$
|
2,320
|
|
|
$
|
8,830
|
|
|
$
|
5,583
|
|
Performance Shares
Our stock incentive plan provides for the issuance of Performance Share Unit ("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 2013 and 2012 vested during first quarter 2017 and 2016, respectively. Common shares were issued based on the determination by the Compensation Committee of the Board of Directors of our actual achievement of net revenue growth, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") growth and customer service scores for the three-year performance period of each grant. As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs.
The PSU grant awarded in November 2013 resulted in a total of
268,429
shares being issued during first quarter 2017, representing approximately
0.80
shares per PSU. Of the
268,429
shares issued, a total of
94,776
were surrendered by the participants for payroll taxes, resulting in a net issuance of
173,653
shares due to the vesting of the 2013 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2016; therefore, the vesting of the PSUs did not impact compensation costs in our 2017 condensed consolidated statement of operations.
The PSU grant awarded in December 2012 resulted in a total of
213,365
shares being issued during first quarter 2016, representing approximately
0.59
shares per PSU. Of the
213,365
shares issued, a total of
54,338
were surrendered by the participants for payroll taxes, resulting in a net issuance of
159,027
shares due to the vesting of the 2012 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2015; therefore, the vesting of the PSUs did not impact compensation costs in our 2016 condensed consolidated statement of operations.
NOTE 10. FAIR VALUE MEASUREMENTS
The authoritative accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These inputs create the following fair value hierarchy:
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
(In thousands)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
162,963
|
|
|
$
|
162,963
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
21,640
|
|
|
21,640
|
|
|
—
|
|
|
—
|
|
Investment available for sale
|
17,456
|
|
|
—
|
|
|
—
|
|
|
17,456
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Contingent payments
|
$
|
3,204
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
(In thousands)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
193,862
|
|
|
$
|
193,862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
16,488
|
|
|
16,488
|
|
|
—
|
|
|
—
|
|
Investment available for sale
|
17,259
|
|
|
—
|
|
|
—
|
|
|
17,259
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Contingent payments
|
$
|
3,038
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,038
|
|
Cash and Cash Equivalents and Restricted Cash
The fair value of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, are based on statements received from our banks at
June 30, 2017
and
December 31, 2016
.
Investment Available for Sale
We have an investment in a single municipal bond issuance of
$20.5 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
June 30, 2017
and
December 31, 2016
is a discount rate of
9.8%
and
10.3%
, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets. At
June 30, 2017
and
December 31, 2016
,
$0.5 million
and
$0.4 million
,
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
respectively, 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
June 30, 2017
and
December 31, 2016
,
$17.0 million
and
$16.8 million
, respectively, is included in other assets on the condensed consolidated balance sheets. The discount associated with this investment of
$3.0 million
and
$3.1 million
, respectively, at
June 30, 2017
and
December 31, 2016
is netted with the investment balance and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the condensed consolidated statements of operations.
Contingent Payments
In connection with the development of the Kansas Star Casino ("Kansas Star"), Kansas Star agreed to pay a former casino project promoter
1%
of Kansas Star's EBITDA each month for a period of ten years commencing on December 20, 2011. The liability is recorded at the estimated fair value of the contingent payments using a discounted cash flows approach and the significant unobservable input used in the valuation at
June 30, 2017
and
December 31, 2016
, is a discount rate of
9.0%
and
18.5%
, respectively. At
June 30, 2017
and
December 31, 2016
, there was a current liability of
$0.8 million
and
$0.9 million
, respectively, related to this agreement, which is recorded in accrued liabilities on the respective condensed consolidated balance sheets, and long-term obligation at
June 30, 2017
and
December 31, 2016
, of
$2.4 million
and
$2.2 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
|
|
June 30, 2017
|
|
June 30, 2016
|
|
Assets
|
|
Liability
|
|
Assets
|
|
Liability
|
(In thousands)
|
Investment
Available for
Sale
|
|
Contingent
Payments
|
|
Investment
Available for
Sale
|
|
Contingent
Payments
|
Balance at beginning of reporting period
|
$
|
17,865
|
|
|
$
|
(3,348
|
)
|
|
$
|
18,394
|
|
|
$
|
(3,560
|
)
|
Total gains (losses) (realized or unrealized):
|
|
|
|
|
|
|
|
Included in interest income (expense)
|
34
|
|
|
(73
|
)
|
|
33
|
|
|
(150
|
)
|
Included in other comprehensive income (loss)
|
(3
|
)
|
|
—
|
|
|
(185
|
)
|
|
—
|
|
Included in other items, net
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
Purchases, sales, issuances and settlements:
|
|
|
|
|
|
|
|
Settlements
|
(440
|
)
|
|
224
|
|
|
(410
|
)
|
|
222
|
|
Balance at end of reporting period
|
$
|
17,456
|
|
|
$
|
(3,204
|
)
|
|
$
|
17,832
|
|
|
$
|
(3,488
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
June 30, 2017
|
|
June 30, 2016
|
|
Assets
|
|
Liability
|
|
Assets
|
|
Liability
|
(In thousands)
|
Investment
Available for
Sale
|
|
Contingent
Payments
|
|
Investment
Available for
Sale
|
|
Contingent
Payments
|
Balance at beginning of reporting period
|
$
|
17,259
|
|
|
$
|
(3,038
|
)
|
|
$
|
17,839
|
|
|
$
|
(3,632
|
)
|
Total gains (losses) (realized or unrealized):
|
|
|
|
|
|
|
|
Included in interest income (expense)
|
69
|
|
|
(202
|
)
|
|
66
|
|
|
(305
|
)
|
Included in other comprehensive income
|
568
|
|
|
—
|
|
|
337
|
|
|
—
|
|
Included in other items, net
|
—
|
|
|
(398
|
)
|
|
—
|
|
|
—
|
|
Purchases, sales, issuances and settlements:
|
|
|
|
|
|
|
|
|
Settlements
|
(440
|
)
|
|
434
|
|
|
(410
|
)
|
|
449
|
|
Balance at end of reporting period
|
$
|
17,456
|
|
|
$
|
(3,204
|
)
|
|
$
|
17,832
|
|
|
$
|
(3,488
|
)
|
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
Liabilities
|
|
|
|
|
|
|
|
Obligation under assessment arrangements
|
$
|
32,603
|
|
|
$
|
26,140
|
|
|
$
|
27,280
|
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
Liabilities
|
|
|
|
|
|
|
|
Obligation under assessment arrangements
|
$
|
33,456
|
|
|
$
|
26,660
|
|
|
$
|
27,054
|
|
|
Level 3
|
Other financial instruments
|
100
|
|
|
97
|
|
|
97
|
|
|
Level 3
|
The following tables provide the fair value measurement information about our long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
Credit Facility
|
$
|
1,690,401
|
|
|
$
|
1,661,154
|
|
|
$
|
1,693,271
|
|
|
Level 2
|
6.875% senior notes due 2023
|
750,000
|
|
|
738,470
|
|
|
802,500
|
|
|
Level 1
|
6.375% senior notes due 2026
|
750,000
|
|
|
739,668
|
|
|
810,938
|
|
|
Level 1
|
Other
|
546
|
|
|
546
|
|
|
546
|
|
|
Level 3
|
Total debt
|
$
|
3,190,947
|
|
|
$
|
3,139,838
|
|
|
$
|
3,307,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
(In thousands)
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
Credit Facility
|
$
|
1,782,538
|
|
|
$
|
1,752,147
|
|
|
$
|
1,791,853
|
|
|
Level 2
|
6.875% senior notes due 2023
|
750,000
|
|
|
738,791
|
|
|
806,250
|
|
|
Level 1
|
6.375% senior notes due 2026
|
750,000
|
|
|
737,926
|
|
|
804,375
|
|
|
Level 1
|
Other
|
591
|
|
|
591
|
|
|
591
|
|
|
Level 3
|
Total debt
|
$
|
3,283,129
|
|
|
$
|
3,229,455
|
|
|
$
|
3,403,069
|
|
|
|
The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about
June 30, 2017
and
December 31, 2016
. The estimated fair values of our Senior Notes are based on quoted market prices as of
June 30, 2017
and
December 31, 2016
. The other debt is a fixed-rate debt that is payable in 32 semi-annual installments, beginning in 2008. It is not traded and does not have an observable market input; therefore, we have estimated its fair value to be equal to the carrying value.
There were no transfers between Level 1, Level 2 and Level 3 measurements during the
six
months ended
June 30, 2017
or
2016
.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
NOTE 11. SEGMENT INFORMATION
We aggregate certain of our properties in order to present three Reportable Segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest and South. The table below lists the classification of each of our properties.
|
|
|
Las Vegas Locals
|
|
Gold Coast Hotel and Casino
|
Las Vegas, Nevada
|
The Orleans Hotel and Casino
|
Las Vegas, Nevada
|
Sam's Town Hotel and Gambling Hall
|
Las Vegas, Nevada
|
Suncoast Hotel and Casino
|
Las Vegas, Nevada
|
Eastside Cannery Casino and Hotel
|
Las Vegas, Nevada
|
Aliante Casino + Hotel + Spa
|
North Las Vegas, Nevada
|
Cannery Casino Hotel
|
North Las Vegas, Nevada
|
Eldorado Casino
|
Henderson, Nevada
|
Jokers Wild Casino
|
Henderson, Nevada
|
Downtown Las Vegas
|
|
California Hotel and Casino
|
Las Vegas, Nevada
|
Fremont Hotel and Casino
|
Las Vegas, Nevada
|
Main Street Station Casino, Brewery and Hotel
|
Las Vegas, Nevada
|
Midwest and South
|
|
Par-A-Dice Hotel Casino
|
East Peoria, Illinois
|
Blue Chip Casino, Hotel & Spa
|
Michigan City, Indiana
|
Diamond Jo Dubuque
|
Dubuque, Iowa
|
Diamond Jo Worth
|
Northwood, Iowa
|
Kansas Star Casino
|
Mulvane, Kansas
|
Amelia Belle Casino
|
Amelia, Louisiana
|
Delta Downs Racetrack Casino & Hotel
|
Vinton, Louisiana
|
Evangeline Downs Racetrack and Casino
|
Opelousas, Louisiana
|
Sam's Town Hotel and Casino
|
Shreveport, Louisiana
|
Treasure Chest Casino
|
Kenner, Louisiana
|
IP Casino Resort Spa
|
Biloxi, Mississippi
|
Sam's Town Hotel and Gambling Hall
|
Tunica, Mississippi
|
In third quarter 2016, the Peninsula Gaming debt was refinanced, eliminating the financing structure that restricted our ability to transfer cash from Peninsula Gaming to Boyd Gaming. As a result of the elimination of this restriction, management concluded that the properties previously comprising the Peninsula segment would be aggregated into the Midwest and South reportable segment, and retrospectively adjusted the presentation for all periods presented.
Results of Operations - Total Reportable Segment Net Revenues and Adjusted EBITDA
We evaluate each of our property's profitability based upon Property Adjusted EBITDA, which represents each property's earnings before interest expense, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets, other operating items, net, and gain or loss on early retirements of debt, as applicable. Total Reportable Segment Adjusted EBITDA is the aggregate sum of the Property Adjusted EBITDA for each of the properties included in our Las Vegas Locals, Downtown Las Vegas, and Midwest and South segments. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency and captive insurance company.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
The following table sets forth, for the periods indicated, certain operating data for our Reportable Segments, and reconciles Total Reportable Segment Adjusted EBITDA to operating income, as reported in our accompanying condensed consolidated statements of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30,
|
|
June 30,
|
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Net Revenues
|
|
|
|
|
|
|
|
Las Vegas Locals
|
$
|
214,216
|
|
|
$
|
154,936
|
|
|
$
|
433,997
|
|
|
$
|
313,334
|
|
Downtown Las Vegas
|
59,561
|
|
|
59,212
|
|
|
120,305
|
|
|
117,817
|
|
Midwest and South
|
326,091
|
|
|
330,726
|
|
|
650,908
|
|
|
666,101
|
|
Total Reportable Segment Net Revenues
|
$
|
599,868
|
|
|
$
|
544,874
|
|
|
$
|
1,205,210
|
|
|
$
|
1,097,252
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
Las Vegas Locals
|
$
|
63,126
|
|
|
$
|
43,173
|
|
|
$
|
129,353
|
|
|
$
|
87,444
|
|
Downtown Las Vegas
|
12,583
|
|
|
14,263
|
|
|
26,221
|
|
|
26,944
|
|
Midwest and South
|
93,673
|
|
|
94,747
|
|
|
187,774
|
|
|
190,672
|
|
Total Reportable Segment Adjusted EBITDA
|
169,382
|
|
|
152,183
|
|
|
343,348
|
|
|
305,060
|
|
Corporate expense
|
(18,207
|
)
|
|
(14,286
|
)
|
|
(36,370
|
)
|
|
(29,471
|
)
|
Adjusted EBITDA
|
151,175
|
|
|
137,897
|
|
|
306,978
|
|
|
275,589
|
|
|
|
|
|
|
|
|
|
Other operating costs and expenses
|
|
|
|
|
|
|
|
Deferred rent
|
257
|
|
|
817
|
|
|
687
|
|
|
1,633
|
|
Depreciation and amortization
|
52,563
|
|
|
48,250
|
|
|
106,527
|
|
|
95,903
|
|
Share-based compensation expense
|
5,747
|
|
|
2,320
|
|
|
8,830
|
|
|
5,583
|
|
Project development, preopening and writedowns
|
2,784
|
|
|
5,897
|
|
|
5,756
|
|
|
7,738
|
|
Impairments of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
1,440
|
|
Other operating items, net
|
463
|
|
|
123
|
|
|
949
|
|
|
552
|
|
Total other operating costs and expenses
|
61,814
|
|
|
57,407
|
|
|
122,749
|
|
|
112,849
|
|
Operating income
|
$
|
89,361
|
|
|
$
|
80,490
|
|
|
$
|
184,229
|
|
|
$
|
162,740
|
|
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:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
(In thousands)
|
2017
|
|
2016
|
Assets
|
|
|
|
Las Vegas Locals
|
$
|
1,793,735
|
|
|
$
|
1,785,858
|
|
Downtown Las Vegas
|
162,433
|
|
|
157,319
|
|
Midwest and South
|
2,512,192
|
|
|
2,556,307
|
|
Total Reportable Segment Assets
|
4,468,360
|
|
|
4,499,484
|
|
Corporate
|
200,163
|
|
|
171,267
|
|
Total Assets
|
$
|
4,668,523
|
|
|
$
|
4,670,751
|
|
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
NOTE 12. CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our
6.875%
Notes and our
6.375%
Notes is presented below. Each of these notes is fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are
100%
owned by us. The non-guarantors primarily represent special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.
On March 7, 2017, Aliante, Cannery and Eastside Cannery became guarantors of the
6.875%
Notes, the
6.375%
Notes and the Credit Facility.
The tables below present the condensed consolidating balance sheets as of
June 30, 2017
and
December 31, 2016
, the condensed consolidating statements of operations for the three and six months ended
June 30, 2017
and
2016
, and the condensed consolidating statements of cash flows for the six months ended
June 30, 2017
and
2016
. We have reclassified certain prior year amounts in the current year presentation to reflect the designation of the additional Restricted Subsidiaries listed above as subsidiary guarantors.
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
160,590
|
|
|
$
|
2,373
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162,963
|
|
Other current assets
|
71,082
|
|
|
35,677
|
|
|
11,545
|
|
|
—
|
|
|
(1,524
|
)
|
|
116,780
|
|
Property and equipment, net
|
74,841
|
|
|
2,464,507
|
|
|
28,249
|
|
|
—
|
|
|
—
|
|
|
2,567,597
|
|
Investments in subsidiaries
|
4,706,336
|
|
|
(14,054
|
)
|
|
2,088
|
|
|
—
|
|
|
(4,694,370
|
)
|
|
—
|
|
Intercompany receivable
|
—
|
|
|
1,741,903
|
|
|
—
|
|
|
—
|
|
|
(1,741,903
|
)
|
|
—
|
|
Other assets, net
|
14,180
|
|
|
27,615
|
|
|
38,605
|
|
|
—
|
|
|
—
|
|
|
80,400
|
|
Intangible assets, net
|
—
|
|
|
826,487
|
|
|
24,060
|
|
|
—
|
|
|
—
|
|
|
850,547
|
|
Goodwill, net
|
—
|
|
|
889,454
|
|
|
782
|
|
|
—
|
|
|
—
|
|
|
890,236
|
|
Total assets
|
$
|
4,866,439
|
|
|
$
|
6,132,179
|
|
|
$
|
107,702
|
|
|
$
|
—
|
|
|
$
|
(6,437,797
|
)
|
|
$
|
4,668,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt
|
$
|
23,895
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,987
|
|
Other current liabilities
|
79,123
|
|
|
204,757
|
|
|
44,565
|
|
|
—
|
|
|
(1,074
|
)
|
|
327,371
|
|
Intercompany payable
|
728,943
|
|
|
—
|
|
|
1,013,133
|
|
|
—
|
|
|
(1,742,076
|
)
|
|
—
|
|
Long-term debt, net of current maturities and debt issuance costs
|
3,115,397
|
|
|
454
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,115,851
|
|
Other long-term liabilities
|
(105,236
|
)
|
|
303,957
|
|
|
(21,724
|
)
|
|
—
|
|
|
—
|
|
|
176,997
|
|
Total stockholders' equity (deficit)
|
1,024,317
|
|
|
5,622,919
|
|
|
(928,272
|
)
|
|
—
|
|
|
(4,694,647
|
)
|
|
1,024,317
|
|
Total liabilities and stockholders' equity
|
$
|
4,866,439
|
|
|
$
|
6,132,179
|
|
|
$
|
107,702
|
|
|
$
|
—
|
|
|
$
|
(6,437,797
|
)
|
|
$
|
4,668,523
|
|
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
Condensed Consolidating Balance Sheets - continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
1,212
|
|
|
$
|
189,364
|
|
|
$
|
3,286
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
193,862
|
|
Other current assets
|
78,915
|
|
|
26,715
|
|
|
8,908
|
|
|
—
|
|
|
(453
|
)
|
|
114,085
|
|
Property and equipment, net
|
73,180
|
|
|
2,503,127
|
|
|
28,862
|
|
|
—
|
|
|
—
|
|
|
2,605,169
|
|
Investments in subsidiaries
|
4,505,897
|
|
|
139,465
|
|
|
—
|
|
|
—
|
|
|
(4,645,362
|
)
|
|
—
|
|
Intercompany receivable
|
—
|
|
|
1,491,017
|
|
|
—
|
|
|
—
|
|
|
(1,491,017
|
)
|
|
—
|
|
Other assets, net
|
13,598
|
|
|
31,899
|
|
|
3,708
|
|
|
—
|
|
|
—
|
|
|
49,205
|
|
Intangible assets, net
|
—
|
|
|
857,894
|
|
|
24,060
|
|
|
—
|
|
|
—
|
|
|
881,954
|
|
Goodwill, net
|
—
|
|
|
825,694
|
|
|
782
|
|
|
—
|
|
|
—
|
|
|
826,476
|
|
Total assets
|
$
|
4,672,802
|
|
|
$
|
6,065,175
|
|
|
$
|
69,606
|
|
|
$
|
—
|
|
|
$
|
(6,136,832
|
)
|
|
$
|
4,670,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt
|
$
|
30,250
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,336
|
|
Other current liabilities
|
93,762
|
|
|
196,391
|
|
|
46,444
|
|
|
—
|
|
|
(1,429
|
)
|
|
335,168
|
|
Accumulated losses of subsidiaries in excess of investment
|
—
|
|
|
—
|
|
|
8,257
|
|
|
—
|
|
|
(8,257
|
)
|
|
—
|
|
Intercompany payable
|
521,002
|
|
|
—
|
|
|
968,811
|
|
|
254
|
|
|
(1,490,067
|
)
|
|
—
|
|
Long-term debt, net of current maturities and debt issuance costs
|
3,198,613
|
|
|
506
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,199,119
|
|
Other long-term liabilities
|
(104,901
|
)
|
|
298,624
|
|
|
(21,721
|
)
|
|
—
|
|
|
—
|
|
|
172,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boyd Gaming Corporation stockholders' equity (deficit)
|
934,076
|
|
|
5,569,568
|
|
|
(932,185
|
)
|
|
(254
|
)
|
|
(4,637,129
|
)
|
|
934,076
|
|
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
50
|
|
Total stockholders' equity (deficit)
|
934,076
|
|
|
5,569,568
|
|
|
(932,185
|
)
|
|
(254
|
)
|
|
(4,637,079
|
)
|
|
934,126
|
|
Total liabilities and stockholders' equity
|
$
|
4,672,802
|
|
|
$
|
6,065,175
|
|
|
$
|
69,606
|
|
|
$
|
—
|
|
|
$
|
(6,136,832
|
)
|
|
$
|
4,670,751
|
|
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
Condensed Consolidating Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2017
|
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
Net revenues
|
$
|
18,490
|
|
|
$
|
592,610
|
|
|
$
|
12,225
|
|
|
$
|
—
|
|
|
$
|
(23,457
|
)
|
|
$
|
599,868
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
—
|
|
|
301,744
|
|
|
10,801
|
|
|
—
|
|
|
—
|
|
|
312,545
|
|
Selling, general and administrative
|
17
|
|
|
91,129
|
|
|
1,908
|
|
|
—
|
|
|
(17
|
)
|
|
93,037
|
|
Maintenance and utilities
|
—
|
|
|
25,511
|
|
|
353
|
|
|
—
|
|
|
—
|
|
|
25,864
|
|
Depreciation and amortization
|
2,844
|
|
|
48,687
|
|
|
1,032
|
|
|
—
|
|
|
—
|
|
|
52,563
|
|
Corporate expense
|
22,507
|
|
|
374
|
|
|
370
|
|
|
—
|
|
|
—
|
|
|
23,251
|
|
Project development, preopening and writedowns
|
1,472
|
|
|
702
|
|
|
610
|
|
|
—
|
|
|
—
|
|
|
2,784
|
|
Other operating items, net
|
150
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
463
|
|
Intercompany expenses
|
301
|
|
|
23,139
|
|
|
—
|
|
|
—
|
|
|
(23,440
|
)
|
|
—
|
|
Total operating costs and expenses
|
27,291
|
|
|
491,599
|
|
|
15,074
|
|
|
—
|
|
|
(23,457
|
)
|
|
510,507
|
|
Equity in earnings (losses) of subsidiaries
|
85,286
|
|
|
(169
|
)
|
|
—
|
|
|
—
|
|
|
(85,117
|
)
|
|
—
|
|
Operating income (loss)
|
76,485
|
|
|
100,842
|
|
|
(2,849
|
)
|
|
—
|
|
|
(85,117
|
)
|
|
89,361
|
|
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
41,961
|
|
|
306
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
42,273
|
|
Loss on early extinguishments of debt
|
378
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
378
|
|
Other, net
|
520
|
|
|
57
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
559
|
|
Total other expense, net
|
42,859
|
|
|
363
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
43,210
|
|
Income (loss) from continuing operations before income taxes
|
33,626
|
|
|
100,479
|
|
|
(2,837
|
)
|
|
—
|
|
|
(85,117
|
)
|
|
46,151
|
|
Income taxes benefit (provision)
|
14,952
|
|
|
(34,450
|
)
|
|
908
|
|
|
—
|
|
|
—
|
|
|
(18,590
|
)
|
Income (loss) from continuing operations, net of tax
|
48,578
|
|
|
66,029
|
|
|
(1,929
|
)
|
|
—
|
|
|
(85,117
|
)
|
|
27,561
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
21,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,017
|
|
Net income (loss)
|
$
|
48,578
|
|
|
$
|
87,046
|
|
|
$
|
(1,929
|
)
|
|
$
|
—
|
|
|
$
|
(85,117
|
)
|
|
$
|
48,578
|
|
Comprehensive income (loss)
|
$
|
49,113
|
|
|
$
|
87,581
|
|
|
$
|
(1,929
|
)
|
|
$
|
—
|
|
|
$
|
(85,652
|
)
|
|
$
|
49,113
|
|
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
Condensed Consolidating Statements of Operations - continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2016
|
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
Net revenues
|
$
|
30,992
|
|
|
$
|
537,983
|
|
|
$
|
12,269
|
|
|
$
|
—
|
|
|
$
|
(36,370
|
)
|
|
$
|
544,874
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
450
|
|
|
278,771
|
|
|
10,783
|
|
|
—
|
|
|
—
|
|
|
290,004
|
|
Selling, general and administrative
|
12,326
|
|
|
65,096
|
|
|
1,580
|
|
|
—
|
|
|
—
|
|
|
79,002
|
|
Maintenance and utilities
|
—
|
|
|
24,677
|
|
|
332
|
|
|
—
|
|
|
—
|
|
|
25,009
|
|
Depreciation and amortization
|
2,242
|
|
|
45,131
|
|
|
877
|
|
|
—
|
|
|
—
|
|
|
48,250
|
|
Corporate expense
|
14,565
|
|
|
448
|
|
|
1,086
|
|
|
—
|
|
|
—
|
|
|
16,099
|
|
Project development, preopening and writedowns
|
3,236
|
|
|
737
|
|
|
1,924
|
|
|
—
|
|
|
—
|
|
|
5,897
|
|
Other operating items, net
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
Intercompany expenses
|
301
|
|
|
35,704
|
|
|
365
|
|
|
—
|
|
|
(36,370
|
)
|
|
—
|
|
Total operating costs and expenses
|
33,120
|
|
|
450,687
|
|
|
16,947
|
|
|
—
|
|
|
(36,370
|
)
|
|
464,384
|
|
Equity in earnings (losses) of subsidiaries
|
73,765
|
|
|
(407
|
)
|
|
—
|
|
|
—
|
|
|
(73,358
|
)
|
|
—
|
|
Operating income (loss)
|
71,637
|
|
|
86,889
|
|
|
(4,678
|
)
|
|
—
|
|
|
(73,358
|
)
|
|
80,490
|
|
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
41,539
|
|
|
19,383
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
60,928
|
|
Loss on early extinguishments of debt
|
—
|
|
|
419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
419
|
|
Other, net
|
—
|
|
|
83
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
65
|
|
Total other expense, net
|
41,539
|
|
|
19,885
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
61,412
|
|
Income (loss) from continuing operations before income taxes
|
30,098
|
|
|
67,004
|
|
|
(4,666
|
)
|
|
—
|
|
|
(73,358
|
)
|
|
19,078
|
|
Income taxes provision
|
(76
|
)
|
|
(7,673
|
)
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(7,771
|
)
|
Income (loss) from continuing operations, net of tax
|
30,022
|
|
|
59,331
|
|
|
(4,688
|
)
|
|
—
|
|
|
(73,358
|
)
|
|
11,307
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
18,713
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
18,715
|
|
Net income (loss)
|
$
|
30,022
|
|
|
$
|
78,044
|
|
|
$
|
(4,686
|
)
|
|
$
|
—
|
|
|
$
|
(73,358
|
)
|
|
$
|
30,022
|
|
Comprehensive income (loss)
|
$
|
29,837
|
|
|
$
|
77,859
|
|
|
$
|
(4,686
|
)
|
|
$
|
—
|
|
|
$
|
(73,173
|
)
|
|
$
|
29,837
|
|
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
Condensed Consolidating Statements of Operations - continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2017
|
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
Net revenues
|
$
|
37,200
|
|
|
$
|
1,190,712
|
|
|
$
|
24,318
|
|
|
$
|
—
|
|
|
$
|
(47,020
|
)
|
|
$
|
1,205,210
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
—
|
|
|
605,128
|
|
|
21,659
|
|
|
—
|
|
|
—
|
|
|
626,787
|
|
Selling, general and administrative
|
23
|
|
|
180,730
|
|
|
3,920
|
|
|
—
|
|
|
(23
|
)
|
|
184,650
|
|
Maintenance and utilities
|
—
|
|
|
51,612
|
|
|
651
|
|
|
—
|
|
|
—
|
|
|
52,263
|
|
Depreciation and amortization
|
5,526
|
|
|
98,970
|
|
|
2,031
|
|
|
—
|
|
|
—
|
|
|
106,527
|
|
Corporate expense
|
42,371
|
|
|
738
|
|
|
940
|
|
|
—
|
|
|
—
|
|
|
44,049
|
|
Project development, preopening and writedowns
|
2,727
|
|
|
1,581
|
|
|
1,448
|
|
|
—
|
|
|
—
|
|
|
5,756
|
|
Other operating items, net
|
225
|
|
|
724
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
949
|
|
Intercompany expenses
|
602
|
|
|
46,395
|
|
|
—
|
|
|
—
|
|
|
(46,997
|
)
|
|
—
|
|
Total operating costs and expenses
|
51,474
|
|
|
985,878
|
|
|
30,649
|
|
|
—
|
|
|
(47,020
|
)
|
|
1,020,981
|
|
Equity in earnings (losses) of subsidiaries
|
151,885
|
|
|
(298
|
)
|
|
—
|
|
|
—
|
|
|
(151,587
|
)
|
|
—
|
|
Operating income (loss)
|
137,611
|
|
|
204,536
|
|
|
(6,331
|
)
|
|
—
|
|
|
(151,587
|
)
|
|
184,229
|
|
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
84,800
|
|
|
675
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
85,487
|
|
Loss on early extinguishments and modifications of debt
|
534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
534
|
|
Other, net
|
520
|
|
|
184
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
670
|
|
Total other expense, net
|
85,854
|
|
|
859
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
86,691
|
|
Income (loss) from continuing operations before income taxes
|
51,757
|
|
|
203,677
|
|
|
(6,309
|
)
|
|
—
|
|
|
(151,587
|
)
|
|
97,538
|
|
Income taxes benefit (provision)
|
32,310
|
|
|
(69,238
|
)
|
|
2,065
|
|
|
—
|
|
|
—
|
|
|
(34,863
|
)
|
Income (loss) from continuing operations, net of tax
|
84,067
|
|
|
134,439
|
|
|
(4,244
|
)
|
|
—
|
|
|
(151,587
|
)
|
|
62,675
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
21,392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,392
|
|
Net income (loss)
|
$
|
84,067
|
|
|
$
|
155,831
|
|
|
$
|
(4,244
|
)
|
|
$
|
—
|
|
|
$
|
(151,587
|
)
|
|
$
|
84,067
|
|
Comprehensive income (loss)
|
$
|
85,173
|
|
|
$
|
156,937
|
|
|
$
|
(4,244
|
)
|
|
$
|
—
|
|
|
$
|
(152,693
|
)
|
|
$
|
85,173
|
|
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
Condensed Consolidating Statements of Operations - continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2016
|
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
Net revenues
|
$
|
62,193
|
|
|
$
|
1,083,815
|
|
|
$
|
24,394
|
|
|
$
|
—
|
|
|
$
|
(73,150
|
)
|
|
$
|
1,097,252
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
900
|
|
|
562,921
|
|
|
21,342
|
|
|
—
|
|
|
—
|
|
|
585,163
|
|
Selling, general and administrative
|
24,712
|
|
|
132,817
|
|
|
3,322
|
|
|
—
|
|
|
2
|
|
|
160,853
|
|
Maintenance and utilities
|
—
|
|
|
48,212
|
|
|
645
|
|
|
—
|
|
|
—
|
|
|
48,857
|
|
Depreciation and amortization
|
4,020
|
|
|
89,890
|
|
|
1,993
|
|
|
—
|
|
|
—
|
|
|
95,903
|
|
Corporate expense
|
30,874
|
|
|
909
|
|
|
2,223
|
|
|
—
|
|
|
—
|
|
|
34,006
|
|
Project development, preopening and writedowns
|
3,992
|
|
|
1,264
|
|
|
2,482
|
|
|
—
|
|
|
—
|
|
|
7,738
|
|
Impairments of assets
|
1,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,440
|
|
Other operating items, net
|
106
|
|
|
446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
552
|
|
Intercompany expenses
|
602
|
|
|
71,820
|
|
|
730
|
|
|
—
|
|
|
(73,152
|
)
|
|
—
|
|
Total operating costs and expenses
|
66,646
|
|
|
908,279
|
|
|
32,737
|
|
|
—
|
|
|
(73,150
|
)
|
|
934,512
|
|
Equity in earnings (losses) of subsidiaries
|
142,284
|
|
|
(768
|
)
|
|
—
|
|
|
—
|
|
|
(141,516
|
)
|
|
—
|
|
Operating income (loss)
|
137,831
|
|
|
174,768
|
|
|
(8,343
|
)
|
|
—
|
|
|
(141,516
|
)
|
|
162,740
|
|
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
74,467
|
|
|
39,017
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
113,496
|
|
Loss on early extinguishments of debt
|
—
|
|
|
846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
846
|
|
Other, net
|
1
|
|
|
176
|
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
142
|
|
Total other expense, net
|
74,468
|
|
|
40,039
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
114,484
|
|
Income (loss) from continuing operations before income taxes
|
63,363
|
|
|
134,729
|
|
|
(8,320
|
)
|
|
—
|
|
|
(141,516
|
)
|
|
48,256
|
|
Income taxes provision
|
(151
|
)
|
|
(15,195
|
)
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
(15,389
|
)
|
Income (loss) from continuing operations, net of tax
|
63,212
|
|
|
119,534
|
|
|
(8,363
|
)
|
|
—
|
|
|
(141,516
|
)
|
|
32,867
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
30,343
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
30,345
|
|
Net income (loss)
|
$
|
63,212
|
|
|
$
|
149,877
|
|
|
$
|
(8,361
|
)
|
|
$
|
—
|
|
|
$
|
(141,516
|
)
|
|
$
|
63,212
|
|
Comprehensive income (loss)
|
$
|
63,549
|
|
|
$
|
150,214
|
|
|
$
|
(8,361
|
)
|
|
$
|
—
|
|
|
$
|
(141,853
|
)
|
|
$
|
63,549
|
|
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2017
|
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities
|
$
|
(32,014
|
)
|
|
$
|
235,898
|
|
|
$
|
(10,027
|
)
|
|
$
|
254
|
|
|
$
|
1,123
|
|
|
$
|
195,234
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
(68,685
|
)
|
|
(49,966
|
)
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(118,751
|
)
|
Net activity with affiliates
|
—
|
|
|
(250,886
|
)
|
|
—
|
|
|
—
|
|
|
250,886
|
|
|
—
|
|
Advances pursuant to development agreement
|
—
|
|
|
—
|
|
|
(35,108
|
)
|
|
—
|
|
|
—
|
|
|
(35,108
|
)
|
Other investing activities
|
—
|
|
|
492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
492
|
|
Net cash from investing activities
|
(68,685
|
)
|
|
(300,360
|
)
|
|
(35,208
|
)
|
|
—
|
|
|
250,886
|
|
|
(153,367
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under bank credit facility
|
535,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
535,900
|
|
Payments under bank credit facility
|
(628,037
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(628,037
|
)
|
Debt financing costs, net
|
(2,381
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,381
|
)
|
Net activity with affiliates
|
207,941
|
|
|
—
|
|
|
44,322
|
|
|
(254
|
)
|
|
(252,009
|
)
|
|
—
|
|
Share-based compensation activities, net
|
(2,796
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,796
|
)
|
Shares repurchased and retired
|
(11,090
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,090
|
)
|
Other financing activities
|
(50
|
)
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
Net cash from financing activities
|
99,487
|
|
|
(45
|
)
|
|
44,322
|
|
|
(254
|
)
|
|
(252,009
|
)
|
|
(108,499
|
)
|
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
—
|
|
|
(514
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(514
|
)
|
Cash flows from investing activities
|
—
|
|
|
36,247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,247
|
|
Cash flows from financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net cash from discontinued operations
|
—
|
|
|
35,733
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,733
|
|
Net change in cash and cash equivalents
|
(1,212
|
)
|
|
(28,774
|
)
|
|
(913
|
)
|
|
—
|
|
|
—
|
|
|
(30,899
|
)
|
Cash and cash equivalents, beginning of period
|
1,212
|
|
|
189,364
|
|
|
3,286
|
|
|
—
|
|
|
—
|
|
|
193,862
|
|
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
160,590
|
|
|
$
|
2,373
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162,963
|
|
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016
______________________________________________________________________________________________________
Condensed Consolidating Statements of Cash Flows - continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2016
|
|
|
|
|
|
Non-
|
|
Non-
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Guarantor
|
|
(100%
|
|
(Not 100%
|
|
|
|
|
(In thousands)
|
Parent
|
|
Subsidiaries
|
|
Owned)
|
|
Owned)
|
|
Eliminations
|
|
Consolidated
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities
|
$
|
(59,978
|
)
|
|
$
|
210,976
|
|
|
$
|
9,283
|
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
$
|
160,261
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
(19,456
|
)
|
|
(52,470
|
)
|
|
(521
|
)
|
|
—
|
|
|
—
|
|
|
(72,447
|
)
|
Net activity with affiliates
|
—
|
|
|
(152,274
|
)
|
|
—
|
|
|
—
|
|
|
152,274
|
|
|
—
|
|
Other investing activities
|
—
|
|
|
704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
704
|
|
Net cash from investing activities
|
(19,456
|
)
|
|
(204,040
|
)
|
|
(521
|
)
|
|
—
|
|
|
152,274
|
|
|
(71,743
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under bank credit facility
|
223,900
|
|
|
165,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
388,900
|
|
Payments under bank credit facility
|
(530,350
|
)
|
|
(217,225
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(747,575
|
)
|
Proceeds from issuance of senior notes
|
750,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750,000
|
|
Debt financing costs, net
|
(12,936
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,936
|
)
|
Net activity with affiliates
|
161,524
|
|
|
—
|
|
|
(9,270
|
)
|
|
—
|
|
|
(152,254
|
)
|
|
—
|
|
Share-based compensation activities, net
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
Net cash from financing activities
|
592,034
|
|
|
(52,225
|
)
|
|
(9,270
|
)
|
|
—
|
|
|
(152,254
|
)
|
|
378,285
|
|
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
—
|
|
|
2,654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,654
|
|
Cash flows from investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash flows from financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net cash from discontinued operations
|
—
|
|
|
2,654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,654
|
|
Net change in cash and cash equivalents
|
512,600
|
|
|
(42,635
|
)
|
|
(508
|
)
|
|
—
|
|
|
—
|
|
|
469,457
|
|
Cash and cash equivalents, beginning of period
|
2
|
|
|
156,116
|
|
|
2,482
|
|
|
221
|
|
|
—
|
|
|
158,821
|
|
Cash and cash equivalents, end of period
|
$
|
512,602
|
|
|
$
|
113,481
|
|
|
$
|
1,974
|
|
|
$
|
221
|
|
|
$
|
—
|
|
|
$
|
628,278
|
|
NOTE 13. SUBSEQUENT EVENTS
We have evaluated all events or transactions that occurred after
June 30, 2017
. During this period, up to the filing date, we did not identify any additional subsequent events, other than the working capital adjustment paid to Seller disclosed in Note 3,
Acquisitions and Divestitures
, and the payment of a cash dividend disclosed in Note 9,
Stockholders’ Equity and Stock Incentive Plans
, the effects of which would require disclosure or adjustment to our financial position or results of operations.