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BYD Boyd Gaming

Filed: 1 Mar 21, 8:43am
 

 

 

Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 10-K

  


 

(Mark One)

   

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

    

For the fiscal year ended December 31, 2020

OR

  

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

  

Commission file number: 1-12882

 


 

a1.jpg

  

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)

  

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, par value of $0.01 per share

BYD

New York Stock Exchange

 

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☒  No  ☐

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐  No  ☒

 

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 Act.☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

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

 

As of June 30, 2020, the aggregate market value of the voting common stock held by non-affiliates of the registrant, based on the closing price on the New York Stock Exchange for such date, was approximately $1.7 billion.

 

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

  

 

Class

 

Outstanding as of February 22, 2021

 

 

Common stock, $0.01 par value

 

111,862,004

 

  

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the registrant's 2021 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant's fiscal year end of December 31, 2020 are incorporated by reference into Part III of this Form 10-K.

  



  

 

 

BOYD GAMING CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

TABLE OF CONTENTS

 

 

 

Page No.

 

PART I

 

ITEM 1.

Business

1

 

 

 

ITEM 1A.

Risk Factors

11

 

 

 

ITEM 1B.

Unresolved Staff Comments

18

 

 

 

ITEM 2.

Properties

19

 

 

 

ITEM 3.

Legal Proceedings

19

 

 

 

ITEM 4.

Mine Safety Disclosures

19

 

 

 

 

PART II

 

 

 

 

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

20

 

 

 

ITEM 6.

Selected Financial Data

22

 

 

 

ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

24

 

 

 

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

44

 

 

 

ITEM 8.

Financial Statements and Supplementary Data

45

 

 

 

ITEM 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

97

 

 

 

ITEM 9A.

Controls and Procedures

97

 

 

 

ITEM 9B.

Other Information

99

 

 

 

 

PART III

 

 

 

 

ITEM 10.

Directors, Executive Officers and Corporate Governance

99

 

 

 

ITEM 11.

Executive Compensation

99

 

 

 

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

99

 

 

 

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

99

 

 

 

ITEM 14.

Principal Accounting Fees and Services

99

 

 

 

 

PART IV

 

 

 

 

ITEM 15.

Exhibits, Financial Statement Schedules

100

 

 

 

ITEM 16.

Form 10-K Summary

107

 

 

 

 

SIGNATURES

108

 

 

 

PART I

 

ITEM 1.    Business

Overview

Boyd Gaming Corporation (the "Company," the "Registrant," "Boyd Gaming," "we" or "us") is a multi-jurisdictional gaming company that has been in operation since 1975. Headquartered in Las Vegas, we operate 28 wholly owned gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania.

 

We strive to create long-term shareholder value, to be among the leading companies in our industry and to provide opportunities for all while we support and enhance our communities. Our primary areas of focus are: (i) ensuring our existing operations are managed as efficiently as possible and remain positioned for growth; (ii) improving our capital structure and strengthening our balance sheet, including paying down debt, increasing free cash flow, improving operations and diversifying our asset base; and (iii) successfully pursuing our growth strategy, which is built on identifying development opportunities and acquiring assets that are a good strategic fit and provide an appropriate return to our shareholders.

 

We operate with an efficient business model that we believe has enabled us to grow operating margins over the past several years, and we believe we have an opportunity to realize additional cost savings by further leveraging our size and scale. We strategically reinvest in our non-gaming amenities, including hotel rooms and restaurants to refresh our property offerings and better capitalize on customers' evolving spending behaviors. We manage our cost and expense structure to adjust to current business volumes and to generate strong and stable cash flows.

 

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 February 22, 2021, 26 of our 28 gaming facilities are open and operating, subject to various health and safety measures, including occupancy limitations. Two of our properties in Las Vegas remain closed to the public due to the current levels of demand in the market and our cost containment efforts. Two of our properties in the Midwest & South segment that had re-opened in the summer were temporarily closed again by state officials, one in November and the second in December 2020. These properties subsequently re-opened in January 2021. 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 that 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; and (iii) suspending our quarterly cash dividend and share repurchase programs. 

 

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. 

 

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. 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. Based on our annual review, an additional $3.6 million impairment charge was recorded in the fourth 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.

 

 

We continually work to position our Company for greater success by strengthening our existing operations and growing through acquisitions, capital investments and other strategic initiatives. An example is our recent strategic initiative regarding legalized sports gambling. In July 2018, the Company entered into a partnership agreement with MGM Resorts International ("MGM Resorts"). Under this partnership, MGM Resorts and Boyd Gaming both have the opportunity to offer online and mobile gaming platforms, including sports betting, casino gaming and poker in jurisdictions where either company operates physical casino resorts and online licenses are available. We have entered into agreements under this partnership for online offerings to be launched in 2021 in Indiana and Iowa. In August 2018, we entered into a strategic partnership with FanDuel Group to pursue sports betting and online gaming opportunities across the United States. Also in August 2018, we opened sports books at our two Mississippi properties, IP Casino Resort Spa ("IP") in Biloxi, and Sam's Town Hotel & Gambling Hall in Tunica, following the receipt of final approval from the Mississippi Gaming Commission. In March 2019, Valley Forge opened a sports book at the facility and in third quarter 2019, sports books at Diamond Jo Worth, Diamond Jo Dubuque, Blue Chip and Belterra Casino Resort opened, following approval from the respective state regulatory bodies. In August 2020, Par-A-Dice opened a sports book at the property. We plan to further expand our online gaming presence with the launch of a Stardust-branded iCasino in Pennsylvania in April 2021, pending regulatory approval.

 

We believe that the following factors have contributed to our success in the past and are central to our success in the future:

 

 

our operations are geographically diversified within the United States;

   
 

eight of our Las Vegas properties are well-positioned to capitalize on the attractive Las Vegas locals market;
   
 

our three downtown Las Vegas properties focus a majority of their marketing programs on, and derive a majority of their revenues from, a unique niche - Hawaiian customers;

   
 

we have strengthened our balance sheet and have increased free cash flow;

   
 

we have the ability to expand certain existing properties and to act opportunistically to make strategic acquisitions; and

   
 

we have an experienced management team.

 

Properties

As of December 31, 2020, we own and operate 28 properties offering a total of 1,759,674 square feet of casino space, 35,023 slot machines, 804 table games and 11,087 hotel rooms. We derive the majority of our revenues from our gaming operations, which generated approximately 81%, 75% and 73% of our revenues in 2020, 2019 and 2018, respectively. Food & beverage revenues represent our next most significant revenue source, generating approximately 8%, 13% and 14% for 2020, 2019 and 2018, respectively. Room revenues and other revenues each contributed less than 10% of revenues during each year.

 

We view each operating property as an operating segment. For financial reporting purposes, we aggregate our properties into three reportable business segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest & South.

 

We added five properties to our Midwest & South segment during 2018. Valley Forge was acquired on September 17, 2018 and Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park were acquired on October 15, 2018. In December 2020, we sold Eldorado Casino, which was part of our Las Vegas Locals segment. As a result of the sale in 2016 of our equity interest in Borgata Hotel Casino & Spa ("Borgata"), we report our interest in Borgata as discontinued operations. See Note 2, Acquisitions and Divestitures, to our consolidated financial statements presented in Part II, Item 8 for further discussion of these activities.

 

For financial information related to our segments as of and for the three years in the period ended December 31, 2020, see Note 14, Segment Information, to our consolidated financial statements presented in Part II, Item 8.

 

 

The following table sets forth certain information regarding our properties (listed by the Reportable Segment in which each such property is reported) as of and for the year ended December 31, 2020:

 

   

Year

                    
   

Opened

 

Casino

              

Average

 
   

or

 

Space

 

Slot

 

Table

 

Hotel

 

Hotel

  

Daily

 
 

Location

 

Acquired

 

(Sq. ft.)

 

Machines*

 

Games*

 

Rooms*

 

Occupancy

  

Rate

 

Las Vegas Locals

                       

Gold Coast Hotel and Casino

Las Vegas, NV

 

2004

  88,915  1,675  49  712  43% $54 

The Orleans Hotel and Casino

Las Vegas, NV

 

2004

  136,960  2,094  62  1,885  50% $57 

Sam's Town Hotel and Gambling Hall

Las Vegas, NV

 

1979

  120,681  1,800  24  645  45% $55 

Suncoast Hotel and Casino

Las Vegas, NV

 

2004

  95,898  1,632  31  427  56% $70 

Eastside Cannery Casino and Hotel

Las Vegas, NV

 

2016

  63,879  881  8  306  72% $60 

Aliante casino + Hotel + Spa

North Las Vegas, NV

 

2016

  125,000  1,694  30  202  80% $92 

Cannery Casino Hotel

North Las Vegas, NV

 

2016

  86,000  1,485  23  200  74% $60 

Jokers Wild Casino

Henderson, NV

 

1993

  23,698  385  7  N/A  N/A   N/A 
                        

Downtown Las Vegas

                       

California Hotel and Casino

Las Vegas, NV

 

1975

  35,848  881  26  779  37% $51 

Fremont Hotel and Casino

Las Vegas, NV

 

1985

  30,244  868  28  447  42% $53 

Main Street Station Casino, Brewery and Hotel

Las Vegas, NV

 

1993

  26,918  813  19  406  85% $52 
                        

Midwest & South

                       

Par-A-Dice Hotel and Casino

East Peoria, IL

 

1996

  26,116  525  20  202  64% $67 

Belterra Casino Resort

Florence, IN

 

2018

  54,758  1,033  31  662  37% $88 

Blue Chip Casino, Hotel & Spa

Michigan City, IN

 

1999

  65,000  1,655  40  486  61% $64 

Diamond Jo Dubuque

Dubuque, IA

 

2012

  41,408  785  18  N/A  N/A   N/A 

Diamond Jo Worth

Northwood, IA

 

2012

  36,133  881  31  N/A  N/A   N/A 

Kansas Star Casino

Mulvane, KS

 

2012

  70,010  1,660  52  N/A  N/A   N/A 

Amelia Belle Casino

Amelia, LA

 

2012

  27,484  844  11  N/A  N/A   N/A 

Delta Downs Racetrack Casino & Hotel

Vinton, LA

 

2001

  15,000  1,620    370  68% $75 

Evangeline Downs Racetrack and Casino

Opelousas, LA

 

2012

  39,208  1,345    N/A  N/A   N/A 

Sam's Town Hotel and Casino

Shreveport, LA

 

2004

  29,285  978  16  514  64% $71 

Treasure Chest Casino

Kenner, LA

 

1997

  23,668  1,031  29  N/A  N/A   N/A 

IP Casino Resort Spa

Biloxi, MS

 

2011

  81,700  1,388  48  1,088  57% $73 

Sam's Town Hotel and Gambling Hall

Tunica, MS

 

1994

  53,000  754  10  700  32% $59 

Ameristar Casino Hotel Kansas City

Kansas City, MO

 

2018

  140,000  1,984  63  184  48% $80 

Ameristar Casino Resort Spa St. Charles

St. Charles, MO

 

2018

  130,000  2,171  79  397  60% $91 

Belterra Park

Cincinnati, OH

 

2018

  56,863  1,311    N/A  N/A   N/A 

Valley Forge Casino Resort

King of Prussia, PA

 

2018

  36,000  850  49  475  44% $106 

Total

  1,759,674  35,023  804  11,087        

N/A = Not Applicable

 

*The amounts presented in the table above include units that are temporarily removed from service to comply with operating requirements that are in place due to the COVID-19 pandemic.

 

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. In addition, the financial results for our Illinois distributed gaming operator, which we acquired on June 1, 2018, are included in the Midwest & South segment. As of December 31, 2020, our distributed gaming operator currently operates approximately 1,100 gaming units in approximately 210 locations across the state of Illinois.

 

 

As a result of the COVID-19 global pandemic, each state has enacted certain restrictions regarding services provided and capacity limitations. These restrictions have impacted each of our properties and have led to reduced numbers of gaming positions, the closure of certain non-gaming amenities, reduced seating capacity in bars and restaurants and limited operational hours. The Company is re-evaluating the configuration of the casino floors, including the number of slot machines and table games present on the floor, in response to the impacts of COVID-19 on the business environment. The number of these amenities may be reduced as a result of these evaluations.

 

Las Vegas Locals Properties

Our Las Vegas Locals segment consists of eight casinos that primarily serve the resident population of the Las Vegas metropolitan area. Las Vegas has historically been characterized by a vibrant economy and strong demographics that include a large population of retirees and other active gaming customers. In recent years, the Las Vegas economy has strengthened, as reflected in the positive trends in employment, construction activity and visitation. Due to the COVID-19 pandemic, however, there has been a downturn in the economy as visitation has declined and capacity limitations have been in place since the properties re-opened. Our Las Vegas Locals segment competes directly with other locals casinos and gaming companies, some of which operate larger casinos and offer different promotions than ours.

 

Gold Coast Hotel and Casino

Gold Coast Hotel and Casino ("Gold Coast") is located on Flamingo Road, approximately one mile west of the Las Vegas Strip and one-quarter mile west of Interstate 15, the major highway linking Las Vegas and southern California. Its location offers easy access from the entire Las Vegas valley. The primary target market for Gold Coast consists of local middle-market customers who actively gamble. Gold Coast's amenities include 712 hotel rooms and suites along with meeting facilities, multiple restaurant options and a 70-lane bowling center.

��

The Orleans Hotel and Casino

The Orleans Hotel and Casino ("The Orleans") is located on Tropicana Avenue, a short distance from the Las Vegas Strip. The target markets for The Orleans are local residents and visitors to the Las Vegas area. The Orleans provides an exciting New Orleans French Quarter-themed environment. Amenities at The Orleans include 1,885 hotel rooms, a variety of restaurants and bars, a spa and fitness center, 18 stadium-seating movie theaters, a 52-lane bowling center, banquet and meeting space, and a special events arena that seats up to 9,500 patrons. Due to capacity limitations as a result of COVID-19, the showroom and spa have not yet re-opened. The special events arena has held events, however, with no audience in attendance.

 

Sam's Town Hotel and Gambling Hall

Sam's Town Hotel and Gambling Hall ("Sam's Town Las Vegas") is located on the Boulder Strip, approximately six miles east of the Las Vegas Strip, and features a contemporary western theme. Its informal, friendly atmosphere appeals to both local residents and out-of-town visitors alike. Amenities at Sam's Town Las Vegas include 645 hotel rooms, a variety of restaurants and bars, 18 stadium-seating movie theaters, and a 56-lane bowling center.

 

Suncoast Hotel and Casino

Suncoast Hotel and Casino ("Suncoast") is located in Peccole Ranch, a master-planned community adjacent to Summerlin, and is readily accessible from most major points in Las Vegas, including downtown and the Las Vegas Strip. The primary target market for Suncoast consists of local middle-market customers who gamble frequently. Suncoast features 427 hotel rooms, multiple restaurant options, 25,000 square feet of banquet and meeting facilities, 16 stadium-seating movie theaters, a showroom, and a 64-lane bowling center. Due to COVID-19 and capacity limitations, several restaurants and the showroom have not yet re-opened.

 

Eastside Cannery Casino and Hotel

Eastside Cannery Casino and Hotel ("Eastside Cannery") is located directly south of Sam's Town Las Vegas at the intersection of Boulder Highway and Harmon Avenue in Las Vegas. Its location offers easy access for both the Las Vegas and Henderson valleys. Eastside Cannery offers 306 hotel rooms, one restaurant and four bars, 20,000 square feet of meeting and ballroom space, and a 250-seat entertainment lounge. Eastside Cannery has been closed to the public since March 18, 2020 and has not yet re-opened due to the current levels of market demand and our cost containment efforts.

 

Aliante Casino + Hotel + Spa

Aliante Casino + Hotel + Spa ("Aliante") is located in North Las Vegas adjacent to an 18-hole championship golf course and has convenient access to major freeways connecting it to points throughout Las Vegas. The primary target market for Aliante consists of local middle-market customers who gamble frequently. Aliante features a full-service Scottsdale-modern, desert-inspired casino and resort, which includes 202 hotel rooms, multiple restaurant options, a 16-screen movie theater complex, a 587-seat showroom, a spa, and a resort style pool with cabanas. Due to COVID-19 and capacity limitations, several restaurants, the showroom, the spa and the movie theater have not yet re-opened. 

 

Cannery Casino Hotel

Cannery Casino Hotel ("Cannery") is located in the eastern part of the Las Vegas Valley and has convenient access to major freeways connecting it to points throughout Las Vegas. The primary target market for Cannery consists of local, casual working-class customers who gamble frequently. The Cannery has a 200-room hotel, five restaurants and five bars, a 30,000 square foot entertainment venue and a 14-screen movie theater.

 

Jokers Wild Casino

Located in Henderson, the Jokers Wild Casino ("Jokers Wild") is approximately 14 miles from the Las Vegas Strip and includes a sports book and dining options, as well as gaming, including slots and table games. The principal customers of this property are Henderson residents.

 

 

Downtown Las Vegas Properties

Our three Downtown Las Vegas properties directly compete with nine other casinos that operate in downtown Las Vegas. As such, we have developed a distinct niche for our downtown properties by focusing on customers from Hawaii. Our downtown properties focus their marketing on gaming enthusiasts from Hawaii and tour and travel agents in Hawaii with whom we have cultivated relationships since we opened our California Hotel and Casino (the "Cal") in 1975. Through our Hawaiian travel agency, Vacations Hawaii, we operate flights from Honolulu to Las Vegas each week, helping to provide air transportation for our customers. In March 2020, as a result of COVID-19, the charter flights from Honolulu to Las Vegas were paused and are expected to resume in mid-2021. We also have strong, informal relationships with other Hawaiian travel agencies and offer affordable all-inclusive packages. These relationships, combined with our Hawaiian promotions, have allowed the Cal, Fremont Hotel and Casino ("Fremont") and Main Street Station Casino, Brewery and Hotel ("Main Street Station") to capture a significant share of the Hawaiian tourist trade in Las Vegas. During the year ended December 31, 2020, patrons from Hawaii comprised approximately 43% of the occupied room nights at the Cal, 19% of the occupied room nights at Fremont, and 47% of the occupied room nights at Main Street Station.

 

California Hotel and Casino

The Cal's amenities include 779 hotel rooms, multiple dining options, a sports book, and meeting space. The Cal and Main Street Station are connected by an indoor pedestrian bridge.

 

Fremont Hotel and Casino

Fremont is adjacent to the principal pedestrian thoroughfare in downtown Las Vegas, known as the Fremont Street Experience. The property's amenities include 447 hotel rooms, two restaurants, a race and sports book, and meeting space.

 

Main Street Station Casino, Brewery and Hotel

Main Street Station's amenities include 406 hotel rooms and two restaurants, one of which includes a brewery. In addition, Main Street Station features a 96-space recreational vehicle park, the only such facility in the downtown area. Main Street Station has been closed to the public since March 18, 2020 and has not yet re-opened due to the current levels of market demand and our cost containment efforts.

 

Midwest & South Properties

Our Midwest & South properties consist of four land-based casinos, six dockside riverboat casinos, three racinos and four barge-based casinos that operate in nine states in the midwest and southern United States. Generally, these states allow casino gaming on a limited basis through the issuance of a limited number of gaming licenses. Each of our Midwest & South properties generally serve customers within a 100-mile radius and compete directly with other casino facilities operating in their respective immediate and surrounding market areas, as well as with gaming operations in surrounding jurisdictions.

 

Par-A-Dice Hotel Casino

Par-A-Dice Hotel Casino ("Par-A-Dice") is a dockside riverboat casino located on the Illinois River in East Peoria, Illinois that features a 202-room hotel. Located adjacent to the Par-A-Dice riverboat is a land-based pavilion, which includes three restaurants and a gift shop. A FanDuel branded sportsbook opened at Par-A-Dice in August 2020. Par-A-Dice is strategically located near Interstate 74, a major east-west interstate highway, and it is the only casino gaming facility located within an approximately 90-mile radius of Peoria, Illinois. After Par-A-Dice's initial re-opening on July 1, 2020, the property was temporarily closed on November 20, 2020 and subsequently re-opened on January 16, 2021.

 

Belterra Casino Resort

Belterra Casino Resort ("Belterra Resort") is a dockside riverboat casino located in Florence, Indiana, approximately 50 minutes from downtown Cincinnati, Ohio, 70 minutes from Louisville, Kentucky, and 90 minutes from Lexington, Kentucky. Belterra Resort is also approximately two and one-half hours from Indianapolis, Indiana. The real estate utilized by Belterra Resort is subject to a Master Lease with Gaming and Leisure Properties, Inc. ("GLPI"). A FanDuel branded sportsbook opened at Belterra Resort in September 2019. Ogle Haus Inn, a 54-room boutique hotel that we lease from GLPI, is operated by us and located near Belterra Resort.

 

Blue Chip Casino, Hotel & Spa

Blue Chip Casino, Hotel & Spa ("Blue Chip") is a dockside riverboat casino located in Michigan City, Indiana, which is 40 miles west of South Bend, Indiana and 60 miles east of Chicago, Illinois. The property competes primarily with six casinos in northern Indiana and southern Michigan and, to a lesser extent, with casinos in the Chicago area and racinos located near Indianapolis. The property features 486 guest rooms, a spa and fitness center, dining and nightlife venues, and meeting and event space, including a land-based pavilion. A FanDuel branded sportsbook opened at Blue Chip in September 2019.

 

Diamond Jo Dubuque

Diamond Jo Dubuque is a land-based casino located in the Port of Dubuque, a waterfront development on the Mississippi River in downtown Dubuque, Iowa. Diamond Jo Dubuque is a two-story property that includes a bowling center, event center, and two banquet rooms. A FanDuel branded sportsbook opened at Diamond Jo Dubuque in September 2019. The property also features several dining outlets, as well as three full-service bars and the Mississippi Moon Bar, a live music venue.  Due to COVID-19 and capacity limitations, several dining venues and the Mississippi Moon Bar have not re-opened. 

 

 

Diamond Jo Worth

Diamond Jo Worth is a land-based casino situated on a 46-acre site in Northwood, Iowa, which is located in north-central Iowa, near the Minnesota border and approximately 30 miles north of Mason City. The casino has an event center and several dining options. A FanDuel branded sportsbook opened at Diamond Jo Worth in September 2019. There is a 102-room Country Inn & Suites hotel attached to the casino and a 60-room Holiday Inn Express hotel adjacent to the casino, both of which are owned and operated by third parties.

 

Kansas Star Casino

Kansas Star Casino ("Kansas Star") serves as Lottery Gaming Facility Manager for the South Central Gaming Zone on behalf of the Kansas Lottery pursuant to a Lottery Gaming Facility Management Contract with the State of Kansas (the "Kansas Management Contract"). The land-based casino is located in Mulvane, Kansas, approximately 20 miles south of Wichita, Kansas and has a buffet, a steakhouse and a number of other amenities including a deli, noodle bar, casual dining restaurant and casino bars. Kansas Star also has an arena that provides a venue for concerts, trade shows and equestrian events. In addition, the property has an event center for conventions, banquets and other events and an equestrian pavilion that includes a practice arena and covered stalls. There is a 300-room Hampton Inn & Suites hotel adjacent to the casino that is operated by a third party. Under the terms of the agreement, Kansas Star has the option to purchase the hotel. Due to COVID-19 and capacity limitations, the buffet has not re-opened. 

 

Amelia Belle Casino

The Amelia Belle Casino ("Amelia Belle") is located in south-central Louisiana, and is a three-level riverboat with gaming located on the first two decks as well as a café on the first deck. The property's third deck includes a buffet and banquet room. Due to COVID-19 and capacity limitations, the buffet has not re-opened. 

 

Delta Downs Racetrack Casino & Hotel

Delta Downs Racetrack Casino & Hotel ("Delta Downs") is a land-based racino located in Vinton, Louisiana and conducts horse races on a seasonal basis and operates year-round simulcast facilities for customers to wager on races held at other tracks. In addition, Delta Downs offers slot play and a 370-room hotel. Delta Downs is approximately 25 miles closer to Houston than the next closest gaming properties, located in Lake Charles, Louisiana, and is conveniently located near a travel route taken by customers traveling between Houston, Beaumont and other parts of southeastern Texas to Lake Charles, Louisiana.

 

Evangeline Downs Racetrack and Casino

Evangeline Downs Racetrack and Casino ("Evangeline Downs") is a land-based racino located in Louisiana. The racino currently includes a casino with a convention center and multiple food venues, including a buffet, cafe, and two restaurants and bars. The racino includes a one-mile dirt track, a 7/8-mile turf track and stables for 1,008 horses. The Clubhouse, together with the grandstand and patio area, provides seating capacity for up to 4,295 patrons. In the Clubhouse, Silk's Fine Dining offers a varied menu and the grandstand area contains a concession stand and bar. Due to COVID-19 and capacity limitations, several dining venues and the convention center have not re-opened. There is also a 117-room hotel adjacent to the racino, which is operated by a third party.

 

Evangeline Downs operates three Off Track Betting ("OTB") locations in Henderson, Eunice and St. Martinville, Louisiana. Each OTB offers simulcast pari-mutuel wagering and video poker. Under Louisiana's racing and off-track betting laws, we have a right of prior approval with respect to any applicant seeking a permit to operate an OTB within a 55-mile radius of the Evangeline Downs racetrack, which effectively gives us the exclusive right, at our option, to operate additional OTBs within such a radius, provided that such OTB is not also within a 55-mile radius of another horse racetrack. Eunice has been closed to the public since March 17, 2020 and has not yet re-opened due to our cost containment efforts.

 

Sam's Town Hotel and Casino

Sam's Town Hotel and Casino ("Sam's Town Shreveport") is a dockside riverboat casino located along the Red River in Shreveport, Louisiana. Amenities at the property include 514 hotel rooms, a spa, four restaurants, a live entertainment venue, and convention and meeting space. Feeder markets include east Texas (including Dallas), Texarkana, Arkansas and surrounding Louisiana cities, including Bossier City, Minden, Ruston and Monroe. Due to COVID-19 and capacity limitations, one restaurant has not yet re-opened. 

 

Treasure Chest Casino

Treasure Chest Casino ("Treasure Chest") is a dockside riverboat casino located on Lake Pontchartrain in the western suburbs of New Orleans, Louisiana. The property is designed as a classic 18th century Victorian style paddlewheel riverboat, with a total capacity for 1,925 people. The entertainment complex located adjacent to the riverboat houses a 120-seat Caribbean showroom and two restaurants. Located approximately five miles from the New Orleans International Airport, Treasure Chest primarily serves residents of suburban New Orleans. Due to COVID-19 and capacity limitations, one restaurant has not yet re-opened. 

 

IP Casino Resort Spa

IP Casino Resort Spa ("IP") is a barge-based casino overlooking the scenic back bay of Biloxi and, as a recipient of a AAA Four Diamond Award, is one of the premier resorts on the Mississippi Gulf Coast. The property features more than 1,000 hotel rooms and suites; more than 65,000 square feet of convention and meeting space; a spa and salon; a 1,383-seat theater offering regular headline entertainment; eight lounges and bars; and seven restaurants, including a steak and seafood restaurant and an upscale Asian restaurant. During 2018, IP opened a sportsbook that is powered by FanDuel. Due to COVID-19 and capacity limitations, one restaurant has not yet re-opened. 

 

 

Sam's Town Hotel and Gambling Hall

Sam's Town Hotel and Gambling Hall ("Sam's Town Tunica") is a barge-based casino located in Tunica County, Mississippi. The property has extensive amenities, including 700 hotel rooms, a sports book, an entertainment lounge, three dining venues, two escape rooms, an arcade, a residential vehicle park, and a 1,600-seat River Palace Arena. During 2018, Sam's Town Tunica opened a sportsbook that is powered by FanDuel.

 

Ameristar Casino Hotel Kansas City

Ameristar Casino Hotel Kansas City ("Ameristar Kansas City") is a barge-based casino located 10 miles from downtown Kansas City, Missouri. The property competes primarily with five casinos in the Kansas City area and bordering eastern Kansas market. The property features 184 guest rooms, 6 restaurants, a 1,200 seat concert venue, and an 18-theater cinema. The real estate utilized by Ameristar Kansas City is subject to a Master Lease with GLPI.

 

Ameristar Casino Resort Spa St. Charles

Ameristar Casino Resort Spa St. Charles ("Ameristar St. Charles") is a barge-based casino located in St. Charles at the Missouri River, strategically situated to attract guests from the St. Charles and the greater St. Louis areas, as well as tourists from outside the region. The property, which is in close proximity to the St. Charles convention facility, is located on approximately 52 acres along the western bank of the Missouri River. The property features an AAA Four Diamond full-service luxury suite hotel with 400 well-appointed rooms, an indoor-outdoor pool, seven dining venues; twelve bars, an entertainment venue, a full-service luxury day spa, two TopGolf Swing Suites and a 20,000-square-foot conference center. Due to COVID-19 and the capacity limitations, one dining venue, one bar, the pool, entertainment venue and spa have not yet re-opened. The real estate utilized by Ameristar St. Charles is subject to a Master Lease with GLPI.

 

Belterra Park

Belterra Park is a land-based racino located in Cincinnati, Ohio, situated on approximately 160 acres of land, 40 of which are undeveloped. The property is a gaming and entertainment center offering live racing, pari-mutuel wagering, video lottery terminal gaming, six restaurants, a VIP lounge, pari-mutuel wagering, and racing facilities with live thoroughbred racing on both dirt and the only grass track in Ohio. Due to COVID-19 and capacity limitations, one restaurant has not yet re-opened. The real estate utilized by Belterra Park is subject to a Master Lease with GLPI.

 

Valley Forge Casino Resort

Valley Forge Casino Resort ("Valley Forge") is a land-based casino hotel located in King of Prussia, Pennsylvania. The property features approximately 36,000 square feet of gaming floor, 100,000 square feet of meeting, conference and banquet facilities and two luxury hotel towers. The Valley Tower has 325 recently remodeled rooms while the Casino Tower offers over 150 completely renovated rooms in the heart of the action. A FanDuel branded sportsbook opened at Valley Forge in March 2019. The property also presents six dining options, live entertainment and an exciting nightlife scene. Due to COVID-19 and capacity limitations, two dining options have not yet re-opened. After Valley Forge's initial re-opening on June 26, 2020, the property was temporarily closed on December 12, 2020 and subsequently re-opened on January 4, 2021.

 

Competition

Our properties generally operate in highly competitive environments. We compete against other gaming companies as well as other hospitality, entertainment and leisure companies. We face significant competition in each of the jurisdictions in which we operate. Such competition may intensify in some of these jurisdictions if new gaming operations open in these markets or existing competitors expand their operations. Our properties compete directly with other gaming properties in each state in which we operate, as well as in adjacent states. We also compete for customers with other casino operators in other markets, including Native American casinos, and other forms of gaming, such as lotteries and internet gaming. In some instances, particularly with Native American casinos, our competitors pay substantially lower taxes or no taxes at all. We believe that increased legalized gaming in other states, particularly in areas close to our existing gaming properties and the development or expansion of Native American gaming in or near the states in which we operate, could create additional competition for us and could adversely affect our operations or future development projects.

 

Strategic Initiatives

BoydPay Digital Wallet

In February 2021, the Company and Aristocrat Technologies announced the launch of "BoydPay," our new digital wallet product. Through BoydPay, our customers will have the ability to create a cashless digital wallet that can be conveniently linked to third-party funding sources driven by Sightline Payments. BoydPay is currently in use at Blue Chip and Belterra Park and is in the trial phase at Aliante.

 

During its initial phase, the BoydPay digital wallet is linked to a player's B Connected card and used to play or cash out on slot titles, also in partnership with Aristocrat. Pending regulatory approvals, we anticipate deploying this product at all of our casino properties nationwide by this summer.

 

During future phases, and pending regulatory approval, we will utilize Aristocrat technology to link the BoydPay wallet to our B Connected Mobile app, creating a contactless experience that will allow customers to use their smartphones to play and cash out on casino games and pay for amenities throughout the property.

 

Launch of Stardust Social Casino

During July 2020, the Company relaunched its iconic Stardust brand with the debut of the all-new Stardust Social Casino app.  Inspired by one of the most famous casinos in Las Vegas history, the Stardust Social Casino mobile app features a regularly updated selection of popular slot titles from Boyd Gaming casino floors across the country.  The game is free to play and is available for download on iOS and Android mobile platforms.  In addition to offering a wide selection of popular games, Stardust Social Casino also offers rewards and benefits at Boyd Gaming properties across the country.  Virtual credit purchases in the app earn points and Tier Credits within Boyd Gaming's B Connected player loyalty program, redeemable at Boyd Gaming properties across the country.

 

Strategic Partnership with FanDuel Group

In August 2018, we entered into a strategic partnership with FanDuel Group ("FanDuel"), the largest online sports destination in the United States, to pursue sports betting and online gaming opportunities across the country and acquired a five percent equity ownership interest in FanDuel. This partnership brings together two of the largest and most geographically diversified companies in the gaming entertainment industry, given our Company’s scale and experience is being combined with FanDuel’s eight million customers and its presence across 45 states.

 

 

Subject to state law and regulatory approvals, we will establish a presence in the online gaming and sports wagering industry by leveraging FanDuel's technology and related services to operate Boyd Gaming-branded mobile and online sports-betting and gaming services. In turn, FanDuel will establish and operate mobile and online sports-betting and gaming services under the FanDuel brand in the states where we are licensed. During 2018, IP and Tunica opened sports books that are powered by FanDuel. During 2019, FanDuel sports books opened at our Valley Forge, Diamond Jo Worth, Diamond Jo Dubuque, Blue Chip and Belterra Resort properties. In 2020, a FanDuel sportsbook opened at our Par-A-Dice property. FanDuel currently offers online sportsbook in Indiana, Illinois, Iowa and Pennsylvania. We plan to launch a Stardust-branded iCasino in Pennsylvania in April 2021, pending regulatory approval.

 

Our relationship with FanDuel covers all states where we hold gaming licenses currently and in the future, excluding Nevada. It also covers states included under our market-access agreement with MGM Resorts. The two companies also engage in extensive co-branding and cross-promotional efforts. FanDuel markets our properties through its existing daily fantasy sports service and future interactive sports betting and gaming services, while we promote FanDuel's products to our customer base. FanDuel also provides our customers access to its existing product line.

 

Market-Access Agreement with MGM Resorts

In July 2018, we and MGM Resorts announced a market-access agreement to significantly increase each company's market access and customer base throughout the United States. Under this arrangement, our Company and MGM Resorts both have the opportunity to offer online and mobile gaming platforms - including sports betting, casino gaming and poker - in jurisdictions where either company operates physical casino resorts and online licenses are available. Under this market access agreement, each company has a path to expand their online and mobile gaming presence across 15 states, allowing each company to leverage their scale to create a nationwide approach to online and mobile sports betting, real money casino gaming and poker. As states continue to legalize interactive gaming, both companies will be poised to offer products in mobile and online sports betting, real money casino gaming and poker products where legally applicable.

 

Acquisition of Lattner Entertainment Group

To further diversify and expand our business, we acquired Lattner Entertainment Group Illinois, LLC ("Lattner"), in June 2018. The acquisition of Lattner provides us with an additional avenue to access gaming customers and a platform to participate in the expansion of distributed gaming.

 

Future Development Opportunities

Development Agreement with Wilton Rancheria

We have a development agreement and a management agreement with Wilton Rancheria, a federally-recognized Native American tribe located southeast of Sacramento, California, to develop and manage a gaming entertainment complex. In January 2017, Wilton Rancheria received a favorable Record of Decision from the Bureau of Indian Affairs and in February 2017, the land was taken into trust on behalf of the tribe. The land parcel taken into trust is located approximately 15 miles southeast of Sacramento on Highway 99, one of the two major north-south freeways in the Sacramento area. In September 2017, the California State Legislature unanimously approved, and the Governor of California executed, a tribal-state gaming compact with Wilton Rancheria allowing the development of the casino. In October 2018, the National Indian Gaming Commission ("NIGC") approved the Company's management contract with Wilton Rancheria. With the compact now in place and the design and project budget finalized, Wilton Rancheria has secured third-party financing to fund construction. Construction of the project is expected to begin in first quarter 2021, and it is expected to open in the second half of 2022. 

 

Frequent Player Loyalty Programs

B Connected

We have established a nationwide branding initiative and loyalty program. Our players use their "B Connected" cards to earn and redeem points at nearly all of our properties. The program has five player tiers - Ruby, Sapphire, Emerald, Onyx and Titanium. The "B Connected" club, among other benefits, rewards players for their loyalty as well as entitles them to qualify for promotions and earn rewards toward slot, video poker, or table games play.

 

Benefits for our loyal customers include annual cruises, vacations, and gifts of luxury jewelry and electronics. The B Connected program is currently available at all properties except for Eastside Cannery and Jokers Wild. Eastside Cannery is expected to fully implement the program after it re-opens. 

 

Other Promotional Activities

We provide other promotional offers and discounts targeted towards new customers, frequent customers, inactive customers, customers of various levels of play, and prospective customers who have not yet visited our properties, and mid-week and other promotional activities that seek to generate visits to our properties during slower periods. Complementaries are usually in the form of monetary discounts, and other rewards generally can only be redeemed at our restaurants, retail and spa facilities.

 

Government Regulation

We are subject to extensive regulation under laws, rules and supervisory procedures primarily in the jurisdictions where our facilities are located or docked. The states in which we operate empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and may require access to periodic reports respecting those gaming activities. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. A detailed description of the governmental gaming regulations to which we are subject is filed as Exhibit 99.1 and is herein incorporated by reference.

 

If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals have been introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and us. We do not know whether or not such legislation will be enacted. The federal government has also previously considered a federal tax on casino revenues and the elimination of betting on NCAA events. And with the recent expansion of sports wagering in various state jurisdictions, the federal government may elect to enact legislation taxing and regulating sports wagering, or alternatively may elect to prohibit such wagering. In addition, gaming companies are currently subject to significant state and local taxes and fees in addition to normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time. Any material increase in these taxes or fees could adversely affect us.

 

 

8

 

Employees and Labor Relations

As of December 31, 2020, we have 14,284 Team Members, including 13,583 Team Members at our properties and 701 Team Members in our corporate function.  We operate in ten (10) states, and we have collective bargaining agreements with three unions covering 815 employees.

 

Our Team Members are the most important contributors to our business. For our business to operate successfully, to execute on our long-term strategy, and to continue to grow, we depend upon having Team Members with the necessary talent and skills to support our property operations and corporate function. 

 

Our access to talent is impacted by local factors in each of our communities, including employment levels, and demand for and availability of specialized skills.  In the near term, we expect to be able to maintain our workforce and add Team Members with the specialized skills and experience necessary to sustain and grow our business.

 

We strive to attract individuals who are people-focused and share the values of our culture, Boyd Style.  Our Culture includes valuing relationships, exceeding expectations, working smart, and a commitment to integrity in everything we do.  These values are expected and reinforced at all levels of our organization.  We believe this fosters dignity and respect between our Team Members and creates a positive working environment, reinforces the customer experience, and promotes long-term shareholder value.

 

We have programs dedicated to selecting new talent and enhancing the skills of our Team Members, including recruiting relationships with numerous industry associations, government agencies and colleges. We provide competitive wages and benefits to attract and retain the talent necessary for the successful operation of our business.  Our benefits include healthcare and retirement benefits, holiday and paid time off, and tuition assistance.  

 

We believe our business is differentiated from our competitors due to our commitment to customer service and delivering a customer experience that fosters long-term loyalty.  As such, our business depends upon the capability and friendliness of each of our Team Members in order to provide outstanding customer service to each of our guests. Every Team Member at Boyd Gaming is required to complete the Company’s guest service training program. The program is strongly linked to our culture and values and gives Team Members the tools and training to create outstanding customer service experiences for our guests. Additionally, all Boyd Gaming leaders are required to attend leadership training.  The program provides our leaders with the tools and training to effectively communicate and coach their team to success.

 

Currently, 51% of our workforce are women and 49% are minority Team Members.  As a Company, we work hard to promote and increase the diversity of our workforce. Our goal is to attract and retain individuals that reflect the diversity of the communities where we do business, to develop policies and practices that help our Team Members realize their potential, and to create goodwill with our Team Members and customers.

 

The Company has adopted a Code of Business Conduct that promotes ethical behavior and encourages Team Members to talk to supervisors, managers, or other appropriate personnel when in doubt about the best course of action. Furthermore, we also maintain a confidential Team Member hotline operated by an independent firm for anonymously reporting suspected wrongdoing.

 

Boyd Gaming provides all Team Members a work environment free of discrimination and harassment. All supervisors and management staff are required to attend annual harassment awareness training and are responsible for ensuring that all Team Members comply with this policy and that appropriate action is taken if harassment occurs in the workplace.

 

We seek feedback from our Team Members through an annual Team Member Opinion Survey to measure the performance of our culture and to improve our work environment for Team Members. The annual survey regularly achieves over 90% participation. In our most recent survey, more than 80% of Team Members reported high levels of job satisfaction. Additionally, we have a formal, annual goal setting and performance review processes to drive engagement, performance and retention. Our commitments to Team Member engagement are evidenced by our high average tenure of 10 years and our low overall voluntary turnover rate of less than 20%.

 

 

Corporate Information

We were incorporated in Nevada in June 1988. Our principal executive offices are located at 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, NV 89169, and our main telephone number is (702) 792-7200. Our website is www.boydgaming.com. Information on our website is not incorporated by reference herein.

 

Available Information

We file annual, quarterly, current and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). In addition, the SEC maintains an Internet site, at http://www.sec.gov, containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Copies of our SEC filings are available on the SEC’s website. You also may read and copy reports and other information filed by us at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. A copy of this Annual Report on Form 10-K will be provided to a stockholder, with exhibits, without charge upon written request to Boyd Gaming Corporation, 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, Nevada 89169, (702) 792-7200, Attn: David Strow, Vice President, Corporate Communications.

 

We make our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and all amendments to these reports, available free of charge on our corporate website as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. In addition, our Code of Business Conduct and Ethics, Corporate Governance Guidelines, and charters of the Audit Committee, Compensation Committee, and the Corporate Governance and Nominating Committee are available on our website. We will provide reasonable quantities of electronic or paper copies of filings free of charge upon request. In addition, we will provide a copy of the above referenced charters to stockholders upon request.

 

Important Information Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of 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," as well as variations of such words and similar expressions referring to the future. Forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, statements regarding:

 

 

the factors that contribute to our ongoing success and our ability to be successful in the future;
 

our business model, areas of focus and strategy for driving business results;
 competition, including expansion of gaming into additional markets including internet gaming, the impact of competition on our operations, our ability to respond to such competition, and our expectations regarding continued competition in the markets in which we compete;
 the general effect, and expectation, of the national and global economy on our business, as well as the economies where each of our properties are located;
 indebtedness, including Boyd Gaming’s ability to refinance or pay amounts outstanding under its credit agreement and Boyd Gaming’s unsecured notes, when they become due and our compliance with related covenants, and our expectation that we will need to refinance all or a portion of our respective indebtedness at or before maturity;
 our expectation regarding the trends that will affect the gaming industry over the next few years and the impact of these trends on growth of the gaming industry, future development opportunities and merger and acquisition activity in general;
 our intention to pursue expansion opportunities, including acquisitions, that are a good fit for our business, deliver a solid return for stockholders, and are available at the right price;
 that our credit agreement and our cash flows from operating activities will be sufficient to meet our respective projected operating and maintenance capital expenditures for the next twelve months;
 Adjusted EBITDAR and its usefulness as a measure of operating performance or valuation;
 our ability to utilize our net operating loss carryforwards and certain other tax attributes;
 our belief that all pending litigation claims, if adversely decided, will not have a material adverse effect on our business, financial position or results of operations;
 that margin improvements will remain a driver of profit growth for us going-forward;
 regulations, including anticipated taxes, tax credits or tax refunds expected, and the ability to receive and maintain necessary approvals for our projects;
 our expectations regarding the expansion of sports betting and online wagering;
 our asset impairment analyses and our intangible asset and goodwill impairment tests;
 the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotel and casinos;
 that estimates and assumptions made in the preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles may differ from actual results; and
 our estimates as to the effect of any changes in our Consolidated EBITDA on our ability to remain in compliance with certain covenants in the credit agreement.

 

All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements in this Form 10-K (including any document incorporated by reference) are made only as of the date of the document in which they are contained, based on information available to us as of the date of that document, and we caution you not to place undue reliance on forward-looking statements in light of the risks and uncertainties associated with them. Forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control, which could cause actual results to differ materially from those suggested by the forward-looking statements. If any of those risks and uncertainties were to materialize, actual results could differ materially from those discussed in any such forward-looking statement. Among the factors that could cause actual results to differ materially from those discussed in forward-looking statements are those discussed under the heading "Risk Factors" and in this Annual Report on Form 10-K and in our other current and periodic reports filed from time to time with the SEC. 

 

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

ITEM 1A.    Risk Factors

In addition to the other information contained in this report on Form 10-K, the following Risk Factors should be considered carefully in evaluating our business.

 

If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our securities, including our common stock and senior notes, could decline significantly, and investors could lose all or part of their investment.

 

This report is qualified in its entirety by these risk factors.

 

Risks Related to our Business

The novel coronavirus (“COVID-19”) pandemic and the public response to it 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 December 31, 2020, 24 of our 28 casino properties are re-opened and operating, while two properties in Las Vegas remain closed as a result of business demand and cost containment measures and two properties in the Midwest & South were temporarily closed due to public official orders and subsequently re-opened in January 2021. We cannot predict when we will re-open 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.

 

Our business is particularly sensitive to reductions in discretionary consumer spending as a result of downturns in the economy.

Consumer demand for entertainment and other amenities at casino hotel properties, such as ours, are particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, effects of declines in consumer confidence in the economy, including any future housing, employment and credit crisis, the impact of high energy and food costs, the increased cost of travel, the potential for bank failures, an ongoing pandemic, decreased disposable consumer income and wealth, or fears of war and future acts of terrorism could further reduce customer demand for the amenities that we offer, thus imposing practical limits on pricing and negatively impacting our results of operations and financial condition.

 

 

In 2008, we experienced a profound reduction in consumer demand as a result of the economic recession in the U.S. economy, and we are now experiencing the impacts of COVID-19, which are significantly impacting customer visitations and business revenue. Consumer spending habits changed significantly due to the recession in 2008, and we expect that consumer behavior as a result of the COVID-19 pandemic may be similarly altered for an extended period of time. We cannot say when, if ever, or to what extent, customer behavior in our various markets will fully-revert to prior trends. As such, our business may be adversely affected. Since our business model relies on consumer expenditures on entertainment, luxury and other discretionary items, an ongoing economic downturn, including the impact of COVID-19, may be expected to further adversely affect our results of operations and financial condition.

 

Intense competition exists in the gaming industry, and we expect competition to continue to intensify.

The gaming industry is highly competitive for both customers and employees, including those at the management level. We compete with numerous casinos and hotel casinos of varying quality and size in market areas where our properties are located. We also compete with other non-gaming resorts and vacation destinations, and with various other casino and other entertainment businesses, including online gaming websites, and could compete with any new forms of gaming that may be legalized in the future. The casino entertainment business is characterized by competitors that vary considerably in their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity. In most markets, we compete directly with other casino facilities operating in the immediate and surrounding market areas. In some markets, we face competition from nearby markets in addition to direct competition within our market areas.

 

With fewer other new markets opening for development, competition in existing markets has intensified in recent years. We and our competitors have invested in expanding existing facilities, developing new facilities, and acquiring established facilities in existing markets. This expansion of existing casino entertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of our competitors have increased competition in many markets in which we compete, and this intense competition can be expected to continue. Additionally, competition may intensify if our competitors commit additional resources to aggressive pricing and promotional activities in order to attract customers.

 

Also, our business may be adversely impacted by the additional gaming and room capacity in states where we operate or intend to operate. Several states are also considering enabling the development and operation of casinos or casino-like operations in their jurisdictions.

 

The possible future expansion of gaming in Wisconsin or the possible expansion of gaming in Cedar Rapids, Iowa, if approved, could impact the operating results of the Diamond Jo Dubuque. Further, Kansas Star could, in the future, face competition from the Wichita Greyhound Park, located approximately 30 miles away in Park City, Kansas. 

 

We also compete with legalized gaming from casinos located on Native American tribal lands. Expansion of Native American gaming in areas located near our properties, or in areas in or near those from which we draw our customers, could have an adverse effect on our operating results. For example, land located in Park City, Kansas (in the Wichita metro area) was recently taken into trust by the U.S. Government for the benefit of the Wyandotte Nation of Oklahoma and gaming operations have commenced at that location, which may negatively impact the business operations of the Kansas Star Casino.

 

In addition, we also compete to some extent with other forms of gaming on both a local and national level, including state-sponsored lotteries, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, on-and off-track wagering, and other forms of entertainment, including motion pictures, sporting events and other recreational activities. It is possible that these secondary competitors could reduce the number of visitors to our facilities or the amount they are willing to wager, which could have a material adverse effect on our ability to generate revenue or maintain our profitability and cash flows.

 

 

If our competitors operate more successfully than we do, if they attract customers away from us as a result of aggressive pricing and promotion, if they are more successful than us in attracting and retaining employees, if their properties are enhanced or expanded, if they operate in jurisdictions that give them operating advantages due to differences or changes in gaming regulations or taxes, or if additional hotels and casinos are established in and around the locations in which we conduct business, we may lose market share or the ability to attract or retain employees. In particular, the expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers could have a significant adverse effect on our business, financial condition and results of operations.

 

In addition, increased competition may require us to make substantial capital expenditures to maintain and enhance the competitive positions of our properties, including updating slot machines to reflect changing technology, refurbishing public service areas periodically, replacing obsolete equipment on an ongoing basis and making other expenditures to increase the attractiveness and add to the appeal of our facilities. Because we are highly leveraged, after satisfying our obligations under our outstanding indebtedness, there can be no assurance that we will have sufficient funds to undertake these expenditures or that we will be able to obtain sufficient financing to fund such expenditures. If we are unable to make such expenditures, our competitive position could be materially adversely affected.

 

We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets.

In accordance with the authoritative accounting guidance for goodwill and other intangible assets, we test our goodwill and indefinite-lived intangible assets for impairment annually or if a triggering event occurs. We perform our annual impairment testing for goodwill and indefinite-lived intangible assets as of October 1. Impairment charges of $3.6 million were recorded as a result of our annual 2020 impairment test and $171.1 million were recorded as a result of our first quarter impairment review. No impairment charges were recorded as a result of the 2019 and 2018 tests.

 

If our estimates of projected cash flows related to our assets are not achieved, we may be subject to future impairment charges, which could have a material adverse impact on our consolidated financial statements.

 

Failure to maintain the integrity of our information technology systems, protect our internal information, or comply with applicable privacy and data security regulations could adversely affect us.

We rely extensively on our computer systems to process customer transactions, manage customer data, manage employee data and communicate with third-party vendors and other third parties, and we may also access the internet to use our computer systems. Our operations require that we collect and store customer data, including credit card numbers and other personal information, for various business purposes, including marketing and promotional purposes. We also collect and store personal information about our employees. Breaches of our security measures or information technology systems or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive personal information or confidential data about us, or our customers, or our employees including the potential loss or disclosure of such information as a result of hacking or other cyber-attack, computer virus, fraudulent use by customers, employees or employees of third party vendors, trickery or other forms of deception or unauthorized use, or due to system failure, could expose us, our customers, our employees or other individuals affected to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our casino or brand names and reputations or otherwise harm our business. We rely on proprietary and commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of customer information, such as payment card, employee information and other confidential or proprietary information. Our data security measures are reviewed and evaluated regularly, however they might not protect us against increasingly sophisticated and aggressive threats. The cost and operational consequences of implementing further data security measures could be significant.

 

Additionally, the collection of customer and employee personal information imposes various privacy compliance related obligations on our business and increases the risks associated with a breach or failure of the integrity of our information technology systems. The collection and use of personal data are governed by privacy laws and regulations enacted by the various states, the federal government of the United States, and various foreign jurisdictions. Privacy laws and regulations continue to evolve and on occasion may be inconsistent between jurisdictions. Various federal, state, and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning privacy, data retention, data transfer, and data protection. For example, California has enacted a new privacy law, known as the California Consumer Privacy Act of 2018 (the “CCPA”), which provides to California consumers certain new access, deletion and opt-out rights related to their personal information, imposes civil penalties for violations and affords, in certain cases, a private right of action for data breaches. Compliance with the CCPA may require us to incur significant costs and expenses.

 

Compliance with applicable privacy laws and regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our customers. In addition, non-compliance with applicable privacy laws and regulations by us (or in some circumstances non-compliance by third-party service providers engaged by us) may also result in damage of reputation, result in vulnerabilities that could be exploited to breach our systems and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of personal information.

 

While we maintain cyber insurance coverage to protect against these risks to the Company, such insurance is unlikely to fully mitigate the impact of any information breach.

 

 

Risks Related to the Regulation of our Industry

We are subject to extensive governmental regulation, as well as federal, state and local laws affecting business in general, which may harm our business.

Our ownership, management and operation of gaming facilities are subject to extensive laws, regulations and ordinances, which are administered by the Illinois Gaming Board, Indiana Gaming Commission, Iowa Racing and Gaming Commission, Kansas Lottery Commission, Kansas Racing and Gaming Commission, Louisiana State Gaming Control Board, Louisiana State Racing Commission, Mississippi Gaming Commission, Missouri Gaming Commission, Nevada Gaming Commission and Gaming Control Board, Ohio Lottery Commission and Ohio State Racing Commission, Pennsylvania Gaming Control Board and various other federal, state and local government entities and agencies. We are subject to regulations that apply specifically to the gaming industry and horse racetracks and casinos, including regulation with respect to gambling, live racing, and approval standards applicable to our directors, officers, key employees, joint venture partners and certain shareholders, in addition to regulations applicable to businesses generally, including regulation with respect to alcoholic beverages, smoking, currency transactions, taxation, zoning and building codes, anti-money laundering laws and regulations and marketing and advertising. A more detailed description of the governmental gaming regulations to which we are subject is filed as Exhibit 99.1 herewith. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals are introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and our company.

 

To date, we have obtained all governmental licenses, findings of suitability, registrations, permits and approvals necessary for the operation of our properties. However, we can give no assurance that any additional licenses, permits and approvals that may be required will be given or that existing ones will be renewed or will not be revoked. Renewal is subject to, among other things, continued satisfaction of suitability requirements. Any failure to renew or maintain our licenses or to receive new licenses when necessary would have a material adverse effect on us.

 

We are subject to extensive taxation policies, which may harm our business.

The federal government has, from time to time, considered a federal tax on casino revenues and may consider such a tax in the future. If such an increase were to be enacted, it could adversely affect our business, financial conditions, results of operations and cash flow. Our ability to incur additional indebtedness in the future to finance casino development projects could be materially and adversely affected.

 

In addition, gaming companies are often subject to significant state and local taxes and fees, in addition to normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time and which increase may be retroactive to prior years.

 

If there is any material increase in state and local taxes and fees, our business, financial condition and results of operations could be adversely affected.

 

Risks Related to our Properties

We own real property and are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities, and could affect our ability to develop, sell or rent our property or to borrow money where such property is required to be used as collateral.

We are subject to various federal, state and local environmental laws, ordinances and regulations, including those governing discharges to air and water, the generation, handling, management and disposal of petroleum products or hazardous substances or wastes, and the health and safety of our employees. Permits may be required for our operations and these permits are subject to renewal, modification and, in some cases, revocation. In addition, under environmental laws, ordinances or regulations, a current or previous owner or operator of property may be liable for the costs of investigation and removal or remediation of some kinds of hazardous substances or petroleum products on, under, or in its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. Additionally, as an owner or operator, we could also be held responsible to a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property.

 

The presence of, or failure to remediate properly, such substances may adversely affect the ability to sell or rent the property or to borrow funds using the property as collateral. Additionally, the owner of a site may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from a site.

 

 

We have reviewed environmental assessments, in some cases including soil and groundwater testing, relating to our currently owned and leased properties in Dubuque, Iowa, and other properties we may lease from the City of Dubuque or other parties. As a result, we have become aware that there is contamination present on some of these properties apparently due to past industrial activities. 

 

Future developments regarding environmental matters could lead to material costs of environmental compliance for us and such costs could have a material adverse effect on our business and financial condition, operating results and cash flows.

 

Additionally, our horse racing operations are subject to oversight by the Environmental Protection Agency ("EPA"), including regulations governing concentrated animal feeding operations and the related processing of animal waste water. 

 

We own facilities that are located in areas that experience extreme weather conditions.

Extreme weather conditions may interrupt our operations, damage our properties and reduce the number of customers who visit our facilities in the affected areas.

 

For example, certain of the properties we operate have been forced to close for extended periods due to floods and hurricanes. Most recently, Delta Downs was closed in for 21 days in 2020 due to Hurricane Laura. 

 

Belterra Park, Blue Chip, Par-A-Dice, Sam's Town Tunica, Sam's Town Shreveport and Treasure Chest are each located in an area that has been identified by the director of the Federal Emergency Management Agency ("FEMA") as a special flood hazard area. Furthermore, our properties in Illinois, Indiana, Iowa, Kansas, Missouri, Ohio and Pennsylvania are at risk of experiencing snowstorms, tornadoes and flooding.

 

In the past, snowstorms and other adverse weather conditions have interrupted our operations, damaged our properties and reduced the number of customers who visit our facilities in an affected area. These storms made it very difficult for our customers to visit, and we believe such winter weather had a material and adverse impact on the results of our operations during such times. If there is a prolonged disruption at any of our properties due to natural disasters, terrorist attacks or other catastrophic events, our results of operations and financial condition could be materially adversely affected.

 

While we maintain insurance coverage that may cover certain of the costs and loss of revenue that we incur as a result of some extreme weather conditions, our coverage is subject to deductibles and limits on maximum benefits. There can be no assurance that we will be able to fully collect, if at all, on any claims resulting from extreme weather conditions. If any of our properties are damaged or if their operations are disrupted as a result of extreme weather in the future, or if extreme weather adversely impacts general economic or other conditions in the areas in which our properties are located or from which they draw their patrons, our business, financial condition and results of operations could be materially adversely affected.

 

 

We draw a significant percentage of our customers from certain geographic regions. Events adversely impacting the economy or these regions, including public health outbreaks and man-made or natural disasters, may adversely impact our business.

The California, Fremont and Main Street Station draw a substantial portion of their customers from the Hawaiian market, with such customers historically comprising more than half of the room nights sold at each property. Decreases in discretionary consumer spending, as well as an increase in fuel costs or transportation prices, a decrease in airplane seat availability, or a deterioration of relations with tour and travel agents, particularly as they affect travel between the Hawaiian market and our facilities, could adversely affect our business, financial condition and results of operations. Recently, the portion of our business dependent upon our Hawaiian customers has been substantially disrupted as a result of COVID-19, including as a result of travel restrictions and quarantine requirements in Hawaii.

 

Our Las Vegas properties also draw a substantial number of customers from certain other specific geographic areas, including the Southern California, Arizona and Las Vegas local markets. Due to our significant concentration of properties in Nevada, any man-made or natural disasters in or around Nevada, or the areas from which we draw customers to our Las Vegas properties, could have a significant adverse effect on our business, financial condition and results of operations. In addition, our Las Vegas business has been materially impacted as a result of the COVID-19 pandemic and a reduction in visitation from customers in these geographic areas. Each of our properties located outside of Nevada depends primarily on visitors from their respective surrounding regions and are subject to comparable risk.

 

The strength and profitability of our business depends on consumer demand for hotel casino resorts in general and for the type of amenities our properties offer. Changes in consumer preferences or discretionary consumer spending could harm our business. Terrorist activities in the United States and elsewhere, military conflicts, outbreaks of infectious disease and pandemics, adverse weather conditions and natural disasters, among other things, have had negative impacts on travel and leisure expenditures. In addition, other factors affecting travel and discretionary consumer spending, including general economic conditions, disposable consumer income, fears of further economic decline and reduced consumer confidence in the economy, may negatively impact our business. We cannot predict the extent to which similar events and conditions may continue to affect us in the future. An extended period of reduced discretionary spending and/or disruptions or declines in tourism could significantly harm our operations.

 

Our facilities, including our riverboats and dockside facilities, are subject to risks relating to mechanical failure and regulatory compliance.

Generally, all of our facilities are subject to the risk that operations could be halted for a temporary or extended period of time, as the result of casualty, forces of nature, mechanical failure, or extended or extraordinary maintenance, among other causes. In addition, our gaming operations, including those conducted on riverboats or at dockside facilities could be damaged or halted due to extreme weather conditions.

 

We currently conduct our Treasure Chest, Par-A-Dice, Blue Chip, Sam's Town Shreveport, Amelia Belle and Belterra Resort gaming operations on riverboats. Each of our riverboats must comply with the United States Coast Guard ("USCG") requirements as to boat design, on-board facilities, equipment, personnel and safety. Each riverboat must hold a Certificate of Inspection for stabilization and flotation, and may also be subject to local zoning codes. The USCG requirements establish design standards, set limits on the operation of the vessels and require individual licensing of all personnel involved with the operation of the vessels. Loss of a vessel's Certificate of Inspection would preclude its use as a casino.

 

USCG regulations require a hull inspection for all riverboats at five-year intervals. Under certain circumstances, alternative hull inspections may be approved. The USCG may require that such hull inspections be conducted at a dry-docking facility, and if so required, the cost of travel to and from such docking facility, as well as the time required for inspections of the affected riverboats, could be significant. To date, the USCG has allowed in-place underwater inspections of our riverboats twice every five years on alternate two- and three-year schedules. The USCG may not continue to allow these types of inspections in the future. The loss of a dockside casino or riverboat casino from service for any period of time could adversely affect our business, financial condition and results of operations.

 

Indiana and Louisiana have adopted alternate inspection standards for riverboats in those states. The standards require inspection by ABS Consulting ("ABSC"). ABSC inspection for our riverboats at Blue Chip, Treasure Chest and Sam's Town Shreveport commenced during 2010. The Amelia Belle is also inspected by the ABSC. The Par-A-Dice riverboat will remain inspected by the USCG for the foreseeable future. ABSC imposes essentially the same design, personnel, safety, and hull inspection standards as the USCG. Therefore, the risks to our business associated with USCG inspection should not change by reason of inspection by ABSC. Failure of a vessel to meet the applicable USCG or ABSC standards would preclude its use as a casino.

 

USCG regulations also require us to prepare and follow certain security programs. In 2004, we implemented the American Gaming Association's Alternative Security Program at our riverboat casinos and dockside facilities. The American Gaming Association's Alternative Security Program is specifically designed to address maritime security requirements at riverboat casinos and their respective dockside facilities. Only portions of those regulations will apply to our riverboats inspected by ABSC. Changes to these regulations could adversely affect our business, financial condition and results of operations.

 

 

Some of our hotels and casinos are located on leased property. If we default on one or more leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected hotel and/or casino.

We lease certain parcels of land on which Eastside Cannery, Suncoast, Belterra Resort, Belterra Park, Treasure Chest, Sam's Town Shreveport, IP, Ameristar Kansas City and Ameristar St. Charles' hotels and gaming facilities are located. In addition, we lease other parcels of land on which portions of the California and the Fremont are located. As a ground lessee, we have the right to use the leased land; however, we do not retain fee ownership in the underlying land. Accordingly, with respect to the leased land, we will have no interest in the land or improvements thereon at the expiration of the ground leases. Moreover, since we do not completely control the land underlying the property, a landowner could take certain actions to disrupt our rights in the land leased under the long-term leases. While such interruption is unlikely, such events are beyond our control. If the entity owning any leased land chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business and operations could be adversely affected. If we were to default on any one or more of these leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected land and any improvements on the land, including the hotels and casinos. This would have a significant adverse effect on our business, financial condition and results of operations as we would then be unable to operate all or portions of the affected facilities.

 

Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2020, we had net operating losses ("NOLs") for federal income tax purposes. Under Section 382 of the Internal Revenue Code, if a corporation undergoes an "ownership change" as defined in that section, the corporation's ability to use its pre-change NOLs and other pre-change tax attributes to offset its post-change income may become subject to significant limitations. We may experience an ownership change in the future as a result of shifts in our stock ownership, which may result from the issuance of our common stock, the exercise of stock options and other equity compensation awards, as well as ordinary sales and purchases of our common stock, among other things. If an ownership change in our stock were to be triggered in the future, our subsequent ability to use any NOLs existing at that time could be significantly limited. Additionally, on December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act changed the carryback and carryforward periods for NOLs generated after December 31, 2017 and imposed annual limitations on the use of such NOLs. While the rules for NOLs generated in the year ended December 31, 2017 and prior did not change, our NOLs all predate the change, it is possible that future law changes could affect our ability to utilize NOLs prospectively.

 

Risks Related to our Indebtedness

We have a significant amount of indebtedness.

We and our subsidiaries had approximately $3.9 billion of long-term debt (including debt of non-guarantor subsidiaries and without deducting unamortized discount and origination fees) as of December 31, 2020 (of which approximately $0.9 billion was outstanding under the Credit Facility) and which includes approximately $30.7 million of current maturities of long-term debt and excludes approximately $12.6 million in aggregate outstanding letters of credit. In addition, an aggregate amount of approximately $1,021.1 million was available for borrowing under the Revolving Credit Facility as of December 31, 2020.

 

If we pursue, or continue to pursue, any expansion, development, investment or renovation projects requiring capital beyond our available borrowing capacity, we expect that our long-term debt will substantially increase in connection with related capital expenditures. This indebtedness could have important consequences, including: difficulty in satisfying our obligations under our current indebtedness; increasing our vulnerability to general adverse economic and industry conditions; requiring us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, which would reduce the availability of our cash flows to fund working capital, capital expenditures, expansion efforts and other general corporate purposes; limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; placing us at a disadvantage compared to our competitors that have less debt; and limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.

 

Our debt instruments contain, and any future debt instruments likely will contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things: incur additional debt, including providing guarantees or credit support; incur liens securing indebtedness or other obligations; make certain investments; dispose of assets; make certain acquisitions; pay dividends or make distributions and make other restricted payments; enter into sale and leaseback transactions; engage in any new businesses; and enter into transactions with our stockholders and our affiliates.

 

In addition, our Credit Facility contains certain financial covenants, including, without limitation, various covenants: (i) requiring the maintenance of a minimum consolidated interest coverage ratio of 1.75 to 1.00; (ii) establishing a maximum permitted consolidated total leverage ratio; and (iii) establishing a maximum permitted secured leverage ratio.

 

Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could have a significant adverse effect on our business, results of operations and financial condition.

 

Note 7, Long-Term Debt, included in the notes to our audited consolidated financial statements presented in Part II, Item 8, contains further disclosure regarding our current outstanding debt.

 

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and expansion efforts will depend upon our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

 

It is unlikely that our business will generate sufficient cash flows from operations, or that future borrowings will be available to us under the Credit Facility in amounts sufficient to enable us to retire our indebtedness as such indebtedness matures and to fund our other liquidity needs. We believe that we will need to refinance all or a portion of our indebtedness, at or before maturity, and cannot provide assurances that we will be able to refinance any of our indebtedness, including amounts borrowed under the Credit Facility on commercially reasonable terms, or at all. We may have to adopt one or more alternatives, such as reducing or delaying planned expenses and capital expenditures, selling assets, restructuring debt, or obtaining additional equity or debt financing or joint venture partners. These financing strategies may not be affected on satisfactory terms, if at all. In addition, certain states’ laws contain restrictions on the ability of companies engaged in the gaming business to undertake certain financing transactions. Some restrictions may prevent us from obtaining necessary capital.

 

 

We and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures governing our senior notes do not fully prohibit us or our subsidiaries from doing so. Borrowings under the Credit Facility are effectively senior to our senior notes and the guarantees of our subsidiary guarantors to the extent of the value of the collateral securing such borrowings. If new debt is added to our, or our subsidiaries', current debt levels, the related risks that we or they now face could intensify.

 

We are required to pay a substantial amount of rent pursuant to our Master Lease agreements with GLPI, which impacts free cash flow and could in the future limit our ability to invest in our operations or seek additional development or strategic opportunities.

We lease the real estate of Ameristar Kansas City, Ameristar St. Charles, Belterra Casino Resort and Belterra Park (each an "OpCo," and collectively the "OpCos") from Gaming and Leisure Properties, Inc. ("GLPI"), pursuant to two triple net REIT Master Leases (the "Master Leases"). Current annual rent under the Master Leases is $101.9 million, with rental increases over time. The Master Leases also include substantial additional obligations that may require future uses of free cash flow, including obligations to maintain and repair the properties, including minimum annual capital investment requirements, and provides that we have assumed the risk of loss with respect to any casualty or condemnation event, including the obligation to repair or rebuild the facility.

 

These obligations, which could significantly impact free cash flow, could in the future adversely impact our ability to invest in our operations or seek additional development or strategic opportunities. For example, our obligations under the Leases may:

 

 

limit our ability to prepay or repay our long-term debt and to obtain additional indebtedness;

 

limit our ability to fund working capital, capital expenditures and other general corporate purposes; and

 limit our ability to respond to changes in our business and the industry in which we operate, including pursuing new markets and additional lines of business, development opportunities, acquisitions and other strategic investments that we would otherwise pursue.

 

Any of the above listed factors could have a material adverse effect on our business, financial condition and results of operations.

 

The Master Leases include additional provisions that restrict our ability to freely operate and could have an adverse effect on our business and financial condition, including the following:

 

 

Escalations in Rent - We are obligated to pay base rent under the Master Leases, and base rent is composed of building base rent and land base rent. Every year of a Master Lease's term, building base rent is subject to an annual escalation of up to 2% and we may be required to pay the escalated building base rent regardless of our revenues, profit or general financial condition.

 

Variable Rent - We are obligated to pay percentage rent under the Master Leases, which is re-calculated every two years. Such percentage rent shall equal 4% of the change between (i) the average net revenues for the trailing two-year period and (ii) 50% of the trailing 12 months net revenues as of the month ending immediately prior to the execution of the Master Leases. We may be required to pay an increase in percentage rent based on increases in net revenues without a corresponding increase in our profits.

 

Pooled Lease - One of our Master Leases is a pooled lease arrangement, which prohibits us from divesting any individual OpCo without GLPI’s prior consent. Any divestiture of all of the OpCos also requires GLPI’s prior consent, except for limited circumstances where the purchaser meets various financial and gaming operations experience requirements. These limitations on transfer could adversely impact our ability to manage our business.

 

Guaranties - One of our Master Lease Agreements is guaranteed by certain subsidiaries of the tenant (the "Lease Guarantors"). A default under any of such Master Lease guaranties that is not cured within the applicable grace period will constitute an event of default under the Master Lease.

 

Effect of End of Term or Not Renewing the Master Leases - If we do not renew the Master Leases at the stipulated renewals or we do not enter into new master leases at the end of the applicable terms, we will be required to sell the business of the relevant tenant. If we cannot agree upon acceptable terms of sale with a qualified successor tenant, GLPI will select a successor tenant to purchase our business through a competitive auction. If this occurs, we will be required to transfer our business to the highest bidder at the auction, subject to regulatory approvals.

 

Risks Related to our Equity Ownership

Certain of our stockholders own large interests in our capital stock and may significantly influence our affairs.

William S. Boyd, our Co-Executive Chair of the Board of Directors, together with his immediate family, beneficially owned approximately 26% of the Company's outstanding shares of common stock as of December 31, 2020. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation, or sale of assets.

 

ITEM 1B.    Unresolved Staff Comments

None

 

 

ITEM 2.    Properties

Information relating to the location and general characteristics of our properties is provided in Part I, Item 1, Business - Properties, and is incorporated herein by reference.

 

As of December 31, 2020, some of our properties utilized leased property in their operations.

 

The real estate utilized by four of our properties are subject to Master Lease agreements with Gaming and Leisure Properties, Inc. The properties under the Master Lease agreements are:

 

 

Ameristar Kansas City, including approximately 250 acres of leased land and building.

   
 

Ameristar St. Charles, including approximately 240 acres of leased land and building.

   
 

Belterra Resort, including approximately 315 acres of leased land and building.

   
 Belterra Park, including approximately 160 acres of leased land and building.

 

In addition, all or a portion of the sites for the following properties are leased:

 

 

Suncoast, located on 49 acres of leased land.

   
 

Eastside Cannery, located on 30 acres of leased land.

   
 

California, located on 13.9 acres of owned land and 1.6 acres of leased land.

   
 

Fremont, located on 1.4 acres of owned land and 0.9 acres of leased land.

   
 

IP, located on 24 acres of owned land and 3.9 acres of leased land.

   
 

Treasure Chest, located on 14 acres of leased land.

   
 

Sam's Town Shreveport, located on 18 acres of leased land.

   
 

Diamond Jo Dubuque, located on 7 acres of owned land and leases approximately 2.0 acres of parking surfaces.

   
 

Diamond Jo Worth, which owns 279 acres and leases 33 acres of land in Emmons, Minnesota that is used as a nine-hole golf course and a nine-station sporting clay course and hunting facility.

   
 

Evangeline Downs, which leases the facilities that comprise the Henderson, Eunice and St. Martinville OTBs.

 

ITEM 3.    Legal Proceedings

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.

 

ITEM 4.    Mine Safety Disclosures

Not applicable

 

 

 

PART II

 

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "BYD." On February 22, 2021, the closing sales price of our common stock on the NYSE was $56.88 per share. On that date, we had approximately 585 holders of record of our common stock and our directors and executive officers owned approximately 26% of the outstanding shares. There are no other classes of common equity outstanding.

 

Dividends

Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding the payment of dividends, such as restricted payment limitations contained in our Credit Facility and the indentures for our outstanding notes.

 

Share Repurchase Program

On December 12, 2018, our Board of Directors authorized a new share repurchase program of $100 million (the "2018 Plan"). There were 0.7 million shares repurchased during the year ended December 31, 2020. As of December 31, 2020, $61.4 million of repurchase authorization remained available under the 2018 Plan.

 

On March 16, 2020, the Company suspended share repurchases under the program in order to preserve liquidity due to the COVID-19 pandemic and no share repurchases were made during the three months ended December 31, 2020.

 

We are not obligated to repurchase any shares under the program. Subject to applicable corporate securities laws, repurchases under this program may be made at such times and in such amounts as we deem appropriate. Repurchases are funded with existing cash resources and availability under the Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations contained in our Credit Facility and the indentures for our outstanding notes.

 

We may 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.

 

Our Definitive Proxy Statement to be filed in connection with our 2021 Annual Meeting of Stockholders, incorporated herein by reference, contains information concerning securities authorized for issuance under equity compensation plans within the captions Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information.

 

20

 

 

Stock Performance Graph

The graph below compares the five-year cumulative total return on our common stock to the cumulative total return of the Standard & Poor's MidCap 400 Index ("S&P 400") and to the Dow Jones U.S. Gambling Index ("Dow Jones GI"). The performance graph assumes that $100 was invested on December 31, 2015 in each of the Company's common stock, the S&P 400 and Dow Jones GI, and that all dividends were reinvested. The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance.

 

byd2020stockgraphfor10-k.jpg
 
  

Indexed Returns

 
  

Boyd Gaming Corp.

 

S&P 400

 

Dow Jones GI

 

December 2016

 $101.51 $120.74 $128.19 

December 2017

  177.34  140.35  179.66 

December 2018

  105.98  124.80  124.65 

December 2019

  154.21  157.49  183.94 

December 2020

  221.07  179.00  164.92 

 

The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act of 1933 or the Exchange Act of 1934, unless we specifically incorporate the performance graph by reference therein.

 

 

ITEM 6.    Selected Financial Data

The selected consolidated financial data presented below has been derived from our audited consolidated financial statements. This information should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and our audited Consolidated Financial Statements and accompanying notes thereto.

 

The Company adopted ASC 842, Leases, effective January 1, 2019, on a prospective basis. (See Note 10, Leases, in the notes to the consolidated financial statements included in Part II, Item 8. for further information regarding these changes.) Total assets for the years ended December 31, 2018, 2017 and 2016 were not revised and are presented in accordance with ASC 840, Leases, and related interpretations.

 

  

Year Ended December 31,

 

(In thousands, except per share data)

 

2020 (a)

  

2019 (b)

  

2018 (c)

  

2017 (d)

  

2016 (e)

 

Statement of Operations Data:

                    

Total revenues

 $2,178,490  $3,326,119  $2,626,730  $2,400,819  $2,199,259 
                     

Operating income

  14,263   472,568   355,284   343,801   260,408 
                     

Income (loss) from continuing operations before income taxes

  (171,014)  202,126   155,032   171,113   7,768 
                     

Income (loss) from continuing operations, net of tax

  (134,700)  157,636   114,701   167,998   207,701 
                     

Income from discontinued operations, net of tax

        347   21,392   212,530 
                     

Net income (loss)

  (134,700)  157,636   115,048   189,390   420,231 
                     

Income (loss) from continuing operations per common share

                    

Basic

 $(1.19) $1.39  $1.01  $1.46  $1.81 

Diluted

 $(1.19) $1.38  $1.00  $1.45  $1.80 
                     

Dividends declared per common share

 $  $0.27  $0.23  $0.15  $ 
                     

Balance Sheet Data:

                    

Cash and cash equivalents

 $519,182  $249,977  $249,417  $203,104  $193,862 

Total assets

  6,558,948   6,650,145   5,756,339   4,685,930   4,670,751 

Long-term debt, net of current maturities

  3,866,743   3,738,937   3,955,119   3,051,899   3,199,119 

Total stockholders' equity

  1,123,943   1,265,242   1,145,741   1,097,227   930,180 
                     

Other Data:

                    

Ratio of earnings to fixed charges (f)

  -  

1.7x

  

1.7x

  

1.9x

  

1.0x

 

 

(a)    2020 financial results were impacted by the COVID-19 pandemic as properties were closed from mid-March to end of June. Impairment charges of $174.7 million were incurred as a result of the COVID-19 impact on Company performance. In addition, 2020 includes combined pretax gains of $53.9 million arising from the sale of the Eldorado property and the realization of a gain related to the property closures.

 

(b)    2019 includes a full year of financial results for Lattner, Valley Forge, Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park. In addition, 2019 includes $34.9 million in pretax loss on early extinguishments of debt.

 

 

(c)    2018 includes the financial results of acquired properties from their respective acquisition date, which include Lattner on June 1, 2018, Valley Forge on September 17, 2018 and Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park on October 15, 2018. As a result of the acquisitions and ongoing projects, we had project development, preopening and writedowns of $45.7 million.

 

(d)    2017 includes a full year of financial results for Aliante, Cannery and Eastside Cannery. Additionally, 2017 includes a noncash income tax benefit of $60.1 million related to the changes in tax legislation. Discontinued operations for 2017 of $21.4 million reflects our after-tax share of the proceeds related to the final settlement of Borgata’s property tax disputes with Atlantic City. The Company has accounted for its 50% investment in Borgata as discontinued operations for all periods presented in these consolidated financial statements.

 

(e)    2016 includes $38.3 million in pretax, non-cash impairment charges which includes non-cash impairment charges of $23.6 million, $12.5 million and $0.8 million for a gaming license, goodwill and trademarks, respectively, in our Midwest & South segment; and $42.4 million in pretax loss on early extinguishments and modifications of debt. Additionally, 2016 includes a noncash income tax benefit of $203.9 million resulting from the release of a previously recorded deferred tax asset valuation allowance. The financial results of Aliante are included in these financial results from its September 27, 2016 date of acquisition, and the financial results of Cannery and Eastside Cannery are included from their December 20, 2016 date of acquisition. Discontinued operations for 2016 include an after-tax gain on the sale of our equity interest in Borgata of $181.7 million.

 

(f)    For purposes of computing this ratio, "earnings" consist of income before income taxes and income/(loss) from unconsolidated affiliates, plus fixed charges (excluding capitalized interest) and distributed income of equity investees. "Fixed charges" include interest whether expensed or capitalized, amortization of debt expense, discount, or premium related to indebtedness (included in interest expense), and such portion of rental expense that we deem to be a reasonable representation of the interest factor. Due primarily to certain non-cash charges deducted in the determination of our earnings, the earnings were less than fixed charges by $170.7 million for 2020.

 

 

ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information included in this Annual Report on Form 10-K. In addition to the historical information, certain statements in this discussion are forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements.

 

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. The properties were allowed to re-open on the dates indicated in the table below, subject to various health and safety measures, including occupancy limitations. While they are allowed to re-open, two of our properties in Las Vegas have remained 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. Eldorado, a third property in Las Vegas that had also remained closed, was sold in December 2020. 

 

COVID-19 mitigation restrictions resulted in the temporary closures of our Par-A-Dice property in November 2020 and the Valley Forge property in December 2020. Both properties re-opened during January 2021.  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; and (iii) suspending our quarterly cash dividend and share repurchase programs.

 

 

24

 

 

EXECUTIVE OVERVIEW

Boyd Gaming Corporation (the "Company," "Boyd Gaming," "we" or "us") is a multi-jurisdictional gaming company that has been in operation since 1975.

 

As of December 31, 2020, we operate 28 wholly owned gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have geographically diversified 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 wholly owned 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

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 Resort 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**

 

*Par-A-Dice was temporarily closed on November 20, 2020 and subsequently re-opened on January 16, 2021.

**Valley Forge was temporarily closed on December 12, 2020 subsequently re-opened on January 4, 2021.

 

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.

 

Our Midwest & South segment includes our wholly owned subsidiaries Valley Forge Casino Resort for the period following its September 17, 2018 acquisition, and Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles, Belterra Casino Resort and Belterra Park (together, the "Pinnacle Properties") for the period following their October 15, 2018 acquisition. See Note 2, Acquisitions and Divestitures, to our consolidated financial statements presented in Part II, Item 8.

 

Results for Lattner Entertainment Group Illinois, LLC ("Lattner"), our Illinois distributed gaming operator, and our online gaming initiatives are included in our Midwest & South segment.

 

In May 2016, we entered into an Equity Purchase Agreement to sell our 50% equity interest in the parent company of Borgata Hotel Casino and Spa ("Borgata") to MGM Resorts International. This transaction closed on August 1, 2016. We account for our investment in Borgata by applying the equity method and report its results as discontinued operations for all periods presented in this Annual Report on Form 10-K.

 

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 primary areas of focus are: (i) ensuring our existing operations are managed as efficiently as possible and remain positioned for growth; (ii) improving our capital structure and strengthening our balance sheet, including paying down debt, increasing cash flow, improving operations and diversifying our asset base; and (iii) successfully pursuing our growth strategy, which is built on identifying development opportunities and acquiring assets that are a good strategic fit and provide an appropriate return to our shareholders.

 

Our Strategy

Our overriding 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 our cash flows. We intend to take a balanced approach to our cash flows, with a current emphasis on debt repayment followed by investing in our business and returning capital to shareholders.

 

Operating Efficiently

We are committed to operating more efficiently. As we re-opened our properties and adjusted our operations to address the impacts of the COVID-19 pandemic, the efficiencies of our refined business model positioned us to flow a substantial portion of the revenue directly to the bottom line.

 

Evaluating Acquisition Opportunities

Our evaluations of potential investments and growth opportunities are strategic, deliberate, and disciplined. Our goal is to identify and pursue opportunities that grow our business and deliver a solid return for shareholders, and are available at the right price. These investments can take the form of expanding and enhancing offerings and amenities at existing properties, development of new properties, or acquisitions. Currently, the Company is primarily focused on enhancements to its existing properties.

 

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. In addition, we have established a nationwide branding initiative and loyalty program. Our players use their "B Connected" cards to earn and redeem points at nearly all of our properties. The "B Connected" club, among other benefits, rewards players for their loyalty by entitling them to qualify for promotions and earn rewards toward gaming and nongaming activities.

 

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

 

  

Year Ended December 31,

 

(In millions)

 

2020

  

2019

  

2018

 

Total revenues

 $2,178.5  $3,326.1  $2,626.7 

Operating income

  14.3   472.6   355.3 

Income (loss) from continuing operations, net of tax

  (134.7)  157.6   114.7 

Income from discontinued operations, net of tax

        0.3 

Net income (loss)

  (134.7)  157.6   115.0 

 

Total Revenues

Total revenues decreased $1,147.6 million, or 34.5%, for 2020 as compared to 2019 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.

 

Total revenues increased $699.4 million, or 26.6%, for 2019 as compared to 2018 due primarily to the acquisitions of Lattner on June 1, 2018, Valley Forge on September 17, 2018 and Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park on October 15, 2018 (collectively, the "Acquisitions").

 

Operating Income 

In 2020, our operating income decreased $458.3 million as compared to 2019 due to the Property Closures, along with an impairment charge of $174.7 million. Despite the significant decline in total revenues, the Company has been able to adjust operating and marketing costs in response to the post re-opening environment and increase overall operating margins by 1.7%.

 

In 2019, our operating income increased $117.3 million as compared to 2018 due primarily to the Acquisitions and cost control efforts surrounding our operating costs. In addition, project development, preopening and writedowns expense decreased $24.0 million from the prior year period, which included costs incurred related to the Acquisitions.

 

Income (Loss) from Continuing Operations, Net of Tax

Loss from continuing operations, net of tax was $134.7 million in 2020, as compared to income from continuing operations, net of tax of $157.6 million in 2019, a change of $292.3 million. This decrease was primarily attributable to the $458.3 million decrease in operating income, as discussed above. The decline is offset by (i) the realization in 2020 of a $40.0 million gain related to property closures, (ii) the incurrence in 2019 of $34.9 million in loss on early extinguishments of debt, and (iii) a change in the income tax provision from $44.5 million to a benefit of $36.3 million due to the Company's net loss.

 

Income from continuing operations, net of tax was $157.6 million in 2019, as compared to $114.7 million in 2018, an increase of $42.9 million. This increase was primarily attributable to the $117.3 million increase in operating income, as discussed above, offset by a $33.3 million increase in interest expense, net of amounts capitalized, due to an increase in the weighted average long-term debt balance of $536.0 million reflecting the incremental debt incurred to fund the Acquisitions, a 0.2 percentage point increase in the weighted average interest rate and by $34.9 million of loss on early extinguishments and modifications of debt due to our refinancing activities.

 

Income from Discontinued Operations, Net of Tax

Income from discontinued operations, net of tax, reflects the results of our equity method investment in Borgata, which we sold in August 2016. The 2018 results include cash received for our share of miscellaneous recoveries realized by Borgata of $0.3 million.

 

Net Income (Loss)

For the year ended December 31, 2020, net loss was $134.7 million, compared with net income of $157.6 million for the corresponding period of the prior year. The $292.3 million change is due solely to the decrease in income from continuing operations, net of tax, due to the reasons discussed above.

 

For the year ended December 31, 2019, net income was $157.6 million, compared with net income of $115.0 million for the corresponding period of the prior year. The $42.6 million change is primarily due to the increase in income from continuing operations, net of tax, of $42.9 million, as discussed above, offset by a $0.3 million decrease in net income from discontinued operations, net of tax.

 

 

Operating Revenues

We derive the majority of our revenues from our gaming operations, which generated approximately 81%, 75% and 73% of our revenues for 2020, 2019 and 2018, respectively. Food & beverage revenues represent our next most significant revenue source, generating approximately 8% of revenues for 2020, 13% for 2019 and 14% for 2018. Room revenues and other revenues separately contributed less than 10% of revenues during each year. The shift in revenues to gaming from our non-gaming sources is primarily due to the impacts of COVID-19 on our operations, which has reduced and otherwise limited the availability of certain amenities (because such amenities must remain closed), as well as substantially limiting the number of customers permitted to be in a property at any time.

 

  

Year Ended December 31,

 

(In millions)

 

2020

  

2019

  

2018

 

REVENUES

            

Gaming

 $1,775.3  $2,483.3  $1,925.4 

Food & beverage

  178.9   447.9   367.9 

Room

  105.0   237.2   199.5 

Other

  119.3   157.7   133.9 

Total revenues

 $2,178.5  $3,326.1  $2,626.7 
             

COSTS AND EXPENSES

            

Gaming

 $734.3  $1,116.4  $845.5 

Food & beverage

  182.7   412.9   347.6 

Room

  53.2   110.7   90.9 

Other

  67.0   96.1   87.4 

Total costs and expenses

 $1,037.2  $1,736.1  $1,371.4 
             

MARGINS

            
Gaming  58.6%  55.0%  56.1%
Food & beverage  -2.1%  7.8%  5.5%
Room  49.3%  53.3%  54.4%
Other  43.8%  39.1%  34.7%

 

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 $707.9 million, or 28.5%, decrease in gaming revenues during 2020 as compared to the prior year, was primarily due to the Property Closures and COVID-19-related restrictions after re-opening.

 

The $557.9 million, or 29.0%, increase in gaming revenues during 2019 as compared to the prior year, was primarily due to the Acquisitions. 

 

Food & Beverage

Food & beverage revenues decreased $269.0 million, or 60.1%, during 2020 as compared to prior year, due primarily to the Property Closures and reduced food & beverage offerings available as the properties re-opened, as well as capacity restrictions on those offerings that have re-opened. Overall food & beverage margins declined from the prior year, due primarily to a 22.1% increase in cost per cover offset by a 11.1% increase in average check.

 

Food & beverage revenues increased $80.0 million, or 21.7%, during 2019 as compared to prior year due primarily to the Acquisitions. Overall food & beverage margins increased to 7.8% from 5.5% in the prior year, due primarily to an increase in average check of 10.8% while cost per cover increased by only 6.1%.

 

Room

Room revenues decreased $132.2 million, or 55.7%, in 2020 compared to 2019 due primarily to the Property Closures and reduced visitations and capacity restrictions after properties re-opened. Overall room margins declined from 53.3% in the prior year to 49.3% in the current year, due primarily to a 11.9% increase in cost per room along with a 4.7% decline in average daily rate.

 

Room revenues increased $37.7 million, or 18.9%, in 2019 compared to 2018 due primarily to the Acquisitions. An increase in room revenue of $5.5 million in the Las Vegas Locals segment was driven by an increase in the hotel occupancy rate of 3.1% from the prior year, offset by a decrease of 0.8% in the average daily rate from the prior year.

 

 

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, and revenue share payments received from our on-line gaming partners. Other revenues decreased by $38.5 million, or 24.4%, during 2020 as compared to the prior year, primarily due to the Property Closures along with limited entertainment offerings after property re-openings. The reductions from these sources were partially offset by increased revenue from our on-line gaming operations.

 

Other revenues increased by $23.9 million, or 17.8%, during 2019 as compared to the prior year due primarily to the Acquisitions.

 

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. The results for our Illinois distributed gaming operator and our online gaming initiatives 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, for purposes of this presentation, 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 facilities comparisons between us and our competitors. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or 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:

 

  

Year Ended December 31,

 

(In millions)

 

2020

  

2019

  

2018

 

Total revenues

            

Las Vegas Locals

 $562.0  $880.9  $873.5 

Downtown Las Vegas

  94.5   257.7   248.1 

Midwest & South

  1,522.0   2,187.5   1,505.1 

Total revenues

 $2,178.5  $3,326.1  $2,626.7 
             

Adjusted EBITDAR (1)

            

Las Vegas Locals

 $198.7  $283.0  $274.3 

Downtown Las Vegas

  1.1   62.4   56.5 

Midwest & South

  480.5   635.2   432.4 

Corporate expense

  (70.4)  (83.9)  (81.9)

Adjusted EBITDAR

 $609.9  $896.7  $681.3 

 

(1) Refer to Note 14, Segment Information, in the notes to the consolidated financial statements for a reconciliation of Adjusted EBITDAR to operating income, as reported in accordance with GAAP in our accompanying consolidated statements of operations.

 

Las Vegas Locals

Total revenues and Adjusted EBITDAR decreased $318.9 million, or 36.2%, and $84.3 million, or 29.8%, respectively, during 2020 as compared to the prior year, primarily due to the Property Closures.

 

Total revenues increased $7.4 million, or 0.9%, during 2019 as compared to the prior year, primarily due to revenue increases in food & beverage and room revenue. Food & beverage revenue increased $1.8 million due to an increase in average check of 7.8% over prior year. In addition, room revenue increased $5.5 million, as discussed above.

 

Downtown Las Vegas

Total revenues and Adjusted EBITDAR decreased $163.2 million, or 63.3%, and $61.3 million, or 98.3%, respectively, during 2020 as compared to the prior year, due to the Property Closures and, given that our Downtown properties cater to the Hawaiian market. Restrictions on travel to and from Hawaii due to the COVID-19 pandemic have reduced demand from this customer segment since re-opening.

 

 

Total revenues increased by $9.6 million, or 3.9%, in 2019 as compared to the prior year, reflecting revenue increases in all departmental categories except other revenue. Gaming revenue increased $5.8 million primarily due to a 6.8% increase in slot win. Food & beverage revenue increased $2.0 million primarily due to an increase in average check of 6.2% and a 1.1% increase in food covers. In addition, room revenue increased $1.8 million as the hotel occupancy rate increased 2.8% over prior year. We continue to tailor our marketing programs in the Downtown segment to cater to our Hawaiian market. Our Hawaiian market represented approximately 53% and 54% during both 2019 and 2018 of our occupied rooms in this segment.

 

Midwest & South

Total revenues and Adjusted EBITDAR decreased $665.5 million, or 30.4%, and $154.7 million, or 24.4%, respectively, in 2020 as compared to 2019, primarily due to the Property Closures, which was partially offset by increases resulting from the on-line gaming operations.

 

Total revenues increased $682.4 million, or 45.3%, in 2019 as compared to 2018, primarily due to the Acquisitions.

 

Other Operating Costs and Expenses

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

 

  

Year Ended December 31,

 

(In millions)

 

2020

  

2019

  

2018

 

Selling, general and administrative

 $350.4  $459.6  $369.3 

Master lease rent expense

  101.9   97.7   20.7 

Maintenance and utilities

  115.1   154.7   127.0 

Depreciation and amortization

  281.0   276.6   230.0 

Corporate expense

  76.1   105.1   104.2 

Project development, preopening and writedowns

  (0.7)  21.7   45.7 

Impairment of assets

  174.7      1.0 

Other operating items, net

  28.6   1.9   2.2 

 

Selling, General and Administrative

Selling, general and administrative expenses include marketing, technology, compliance and risk, surveillance and security. These costs, as a percentage of total revenues, were 16.1%, 13.8% and 14.1% for 2020, 2019 and 2018, respectively. The increase in these costs as a percentage of revenues in 2020 versus prior years is due to the impact of the Property Closures on revenues, which exceeded the cost reductions we were able to achieve during those closures. We continue to focus on disciplined and targeted marketing spend and on our cost containment efforts.

 

Master Lease Rent Expense

Master lease rent expense represents rent expense incurred by those properties subject to a master lease agreement with a real estate investment trust. Master lease rent expense, as a percentage of revenues, was 4.7%, 2.9% and 0.8% for 2020, 2019 and 2018, respectively. The increase in master lease rent expense in 2020 as compared to 2019 is due to the addition of Belterra Park real estate in the master lease in May 2020. The higher expense reported in 2019 versus 2018 is due to 2019 reflecting a full year of expense, versus 2018 which included a partial year after closing of the Acquisitions.

 

Maintenance and Utilities

Maintenance and utilities expenses, as a percentage of total revenues, were 5.3%, 4.7% and 4.8% for 2020, 2019 and 2018, respectively.

 

Depreciation and Amortization

Depreciation and amortization expense, as a percentage of total revenues, was 12.9%, 8.3% and 8.8% for 2020, 2019 and 2018, respectively. 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 3.5%, 3.2% and 4.0%, of total revenues, for 2020, 2019 and 2018, 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; and (iii) asset write-downs. The project development, preopening and writedowns expense in 2020 reflects the net gain realized on the sale of the Eldorado Casino in December 2020, less Wilton Rancheria development costs of $6.2 million and the write off of a non-operating asset for $3.9 million. The project development, preopening and writedowns expense in 2019 and 2018 is primarily due to the Acquisitions, the Wilton Rancheria development and the launch of the redesigned B Connected player loyalty program.

 

Impairment of Assets

Impairment of assets in 2020 include non-cash impairment charges of $10.5 million for trademarks and $22.6 million for goodwill in our Las Vegas Locals segment and non-cash impairment charges of $10.0 million for trademarks, $42.2 million for gaming license rights and $89.4 million for goodwill in our Midwest & South segment.

 

There were no expenses related to the impairment of assets in 2019.

 

Impairment of assets in 2018 of $1.0 million includes non-cash impairment charges related to a nonoperating asset.

 

 

Other Operating Items, Net

Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including certain non-recurring direct costs associated with the Property Closures, severance payments to separated employees, expenses arising from natural disasters and severe weather, including hurricane and flood expenses and subsequent recoveries of such costs, as applicable. During 2020, the Company realized a nonrecurring gain of $40.0 million related to the Property Closures. This gain is offset by $6.8 million of other operating items, net, related to incremental, non-recurring costs associated with the Property Closures and $5.4 million related to non-recurring costs associated with the hurricanes that impacted our Louisiana and Mississippi properties. 

 

Other Expense (Income)

Interest Expense, net

 

  

Year Ended December 31,

 

(In millions)

 

2020

  

2019

  

2018

 

Interest Expense, net

 $228.6  $235.6  $200.5 

Average Long-Term Debt Balance

  4,236.0   3,949.1   3,413.2 

Loss on Early Extinguishments and Modifications of Debt

  1.8   34.9   0.1 

Weighted Average Interest Rates

  4.9%  5.6%  5.4%
             

Mix of Debt at Year End

            

Fixed rate debt

  77.3%  65.8%  56.0%

Variable rate debt

  22.7%  34.2%  44.0%

 

Interest expense, net of capitalized interest and interest income decreased $7.0 million, or 3.0%, from 2019 to 2020 primarily due to a decrease in the weighted average interest rate percentage point of 0.7, as the underlying Eurodollar rate declined. The decline in interest rate is offset by an increase in the average long-term debt balance of $286.9 million, 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; and (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) reduction of the Term A Loan due to quarterly payments and the Amendment No. 4 refinancing.

 

Interest expense, net of capitalized interest and interest income, for 2019 increased $35.1 million, or 17.5%, was primarily due to an increase in the weighted average long-term debt balance of $536.0 million, reflecting the incremental debt incurred related to the Acquisitions. In addition, the weighted average interest rate increased by 0.2 percentage points over the prior year period, which was driven by an increase in the underlying Eurodollar rate.

 

Loss on Early Extinguishments and Modifications of Debt

The components of the loss on early extinguishments and modifications of debt, are as follows:

 

  

Year Ended December 31,

 

(In millions)

 

2020

  

2019

  

2018

 

Boyd Gaming Credit Facility debt modification fees

 $1.0  $3.0  $0.1 

Amendment No. 3 and 4

  0.8       
6.875% Senior Notes premium and consent fees     25.8    
6.875% Senior Notes deferred finance charges     6.1    

Total loss on early extinguishments and modifications of debt

 $1.8  $34.9  $0.1 

 

Income Taxes

The effective tax rate on income from continuing operations during 2020, 2019 and 2018 was 21.2%, 21.8% and 26.0%, respectively. Our effective tax rate for 2020 was favorably impacted by state audit settlements. The 2020 and 2019 effective tax rates were favorably impacted by benefits related to equity compensation and tax credits while our rate was unfavorably impacted by non-deductible expenses, including non-deductible compensation and employee benefits. Additionally, our 2019 effective tax rate was favorably impacted by the revaluation of our state tax deferred liabilities as a result of corporate restructuring. In 2018, our effective tax rate was unfavorably impacted by state taxes and certain nondeductible expenses which were partially offset by certain tax credits.

 

Income from Discontinued Operations, Net of Tax

Income from discontinued operations, net of tax, reflects the results of our equity method investment in Borgata, which we sold in August 2016. The 2018 results include cash received for our share of miscellaneous recoveries realized by Borgata of $0.3 million. 

 

LIQUIDITY AND CAPITAL RESOURCES

Financial Position

We generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. Our cash and cash equivalents balances were $519.2 million and $250.0 million at December 31, 2020 and 2019, respectively. In addition, we held restricted cash balances of $15.8 million and $20.5 million at December 31, 2020 and 2019, respectively. Our working capital surplus at December 31, 2020 was $126.3 million and our deficit at December 31, 2019 was $157.4 million. The increases in cash and working capital at December 31, 2020, versus the prior year are primarily due to the issuance in May 2020 of the $600 million aggregate principal amount of 8.625% senior notes to enhance our cash position. 

 

 

 

We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility and cash flows from operating activities 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 funds available through our bank credit facility.

 

The Company may also 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

 

  

Year Ended December 31,

 

(In millions)

 

2020

  

2019

  

2018

 

Net cash provided by operating activities

 $289.0  $549.0  $434.5 
             

Cash flows from investing activities

            

Capital expenditures

  (175.0)  (207.7)  (161.5)

Cash paid for acquisitions, net of cash received

  (11.2)  (5.5)  (934.1)
Proceeds received from disposition of asset  15.1       

Other investing activities

     (18.3)  (39.7)

Net cash used in investing activities

  (171.1)  (231.5)  (1,135.3)
             

Cash flows from financing activities

            

Net borrowings (payments) under bank credit facility

  (409.4)  (465.7)  150.3 

Proceeds from issuance of senior notes

  600.0   1,000.0   700.0 
Retirement of senior notes     (750.0)   
Premium and consent fees     (25.8)   
Debt financing costs, net  (17.4)  (15.5)  (14.2)

Shares repurchased and retired

  (11.1)  (28.0)  (59.6)

Dividends paid

  (7.8)  (28.9)  (24.7)
Share-based compensation activities, net  (5.4)  (5.8)  (5.3)

Other financing activities

  (2.2)  (0.6)  (0.3)
Net cash provided by (used in) financing activities  146.7   (320.3)  746.2 

Net cash provided by discontinued operations

        0.5 
Increase (decrease) in cash, cash equivalents and restricted cash $264.6  $(2.8) $45.9 

 

Cash Flows from Operating Activities

During 2020, 2019 and 2018, we generated net operating cash flow of $289.0 million, $549.0 million and $434.5 million, respectively. Generally, operating cash flows decreased $260.0 million in 2020 compared to 2019 due to the Property Closures in March through June 2020 and timing of working capital spend. Generally, operating cash flows increased $114.5 million in 2019 compared to 2018 due to the flow through effect of higher revenues, including the impact of the Acquisitions, and the 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 2020, we incurred net cash outflows for investing activities of $171.1 million. Our cash outflows for investing activities include capital expenditures of $175.0 million which primarily relate to the purchase of real estate and property and equipment, including information technology purchases for new software and $11.2 million for acquisition-related costs. Our cash inflow from other investing activities includes the proceeds received from the sale of Eldorado.

 

During 2019, we incurred net cash outflows for investing activities of $231.5 million. Capital expenditures primarily related to the purchase of property and equipment, including information technology purchases for new software.

 

During 2018, we incurred net cash outflows for investing activities of $1,135.3 million which is primarily due to the Acquisitions.

 

Cash Flows from Financing Activities

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

 

In 2020 and 2018, our net cash inflows from financing activities totaled $146.7 million and $746.2 million, respectively. In 2019, our net cash outflows for financing activities totaled $320.3 million. The net cash inflows for financing activities in 2020 reflect primarily the proceeds received for the issuance of our 8.625% Senior Notes due June 2025. The net proceeds were used for general corporate purposes, including working capital and to pay fees and expenses related to the offering. The outflows in 2020 reflect the use of excess cash to reduce our outstanding debt, repurchase outstanding common stock under our share repurchase program and pay cash dividends to our shareholders. The net cash outflows for financing activities in 2019 reflect primarily the use of the proceeds from the issuance of our 4.750% Senior Notes due 2027 and a portion of our excess cash from operations to reduce our outstanding debt, repurchase outstanding common stock under our share repurchase program and pay cash dividends to our shareholders. The net cash inflows for financing activities in 2018 reflect primarily the proceeds received for the issuance of our 6.000% Senior Notes due August 2026 and the Joinder Agreement to our Credit Agreement. The net proceeds from the debt issuance were ultimately used to fund the Acquisitions. The outflows in 2018 reflect the use of excess cash to repurchase outstanding common stock under our share repurchase program and pay cash dividends to our shareholders. 

 

 

Cash Flows from Discontinued Operations

Discontinued operations activities in 2018 represent Borgata, which we sold in August 2016. The net cash inflow of $0.5 million in 2018 represents cash received for our share of miscellaneous recoveries realized by Borgata. 

 

Indebtedness

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

 

  

December 31,

  

December 31,

  

Increase /

 

(In millions)

 

2020

  

2019

  

(Decrease)

 

Bank credit facility

 $896.2  $1,305.7  $(409.5)

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

  3.6   58.3   (54.7)

Total long-term debt

  3,949.8   3,814.0   135.8 

Less current maturities

  30.7   27.0   3.7 

Long-term debt, net of current maturities

 $3,919.1  $3,787.0  $132.1 

 

The amount of current maturities includes certain non-extending balances scheduled to be repaid within the next twelve months under the bank credit facilities.

 

Bank Credit Facility

Credit Agreement

The outstanding principal amounts under the Credit Facility are comprised of the following:

 

  

December 31,

  

December 31,

 

(In millions)

 

2020

  

2019

 

Revolving Credit Facility

 $  $235.0 

Term A Loan

  133.8   234.3 

Refinancing Term B Loans

  762.4   795.0 

Swing Loan

     41.4 

Total outstanding principal amounts under the bank credit facility

 $896.2  $1,305.7 

 

With a total revolving credit commitment of $1,033.7 million available under the bank credit facility, the remaining contractual availability was $1,021.1 million after consideration that there were no borrowings on the Revolving Credit Facility and the Swing Loan and $12.6 million allocated to support various letters of credit.

 

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-19 pandemic, the Company’s Consolidated EBITDA was significantly affected whereby it became reasonably possible that the Company might 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.

 

Pursuant to the terms of the Credit Facility (i) the loans under the Term A Loan amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing December 31, 2020, payable on a quarterly basis, increasing to 10.00% per year for the fiscal quarter ended June 30, 2021 and September 30, 2021 and 20.00% per year for the fiscal quarter ended December 31, 2021 and thereafter, (ii) the loans under the Refinancing Term B Loans amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing June 30, 2017, payable on a quarterly basis, and (iii) beginning with the fiscal year ending December 31, 2016, the Company is required to use a portion of its annual Excess Cash Flow, as defined in the Credit Agreement, to prepay loans outstanding under the Credit Facility.

 

The Revolving Credit Facility, the Term A Loan and Refinancing Term B Loans mature on September 15, 2023 (or earlier upon occurrence or non-occurrence of certain events). 

 

The interest rate on the outstanding balance from time to time of the Revolving Credit Facility and the Term A Loan 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 a specified pricing grid based on the total leverage ratio and ranges from 1.75% to 2.75% (if using the Eurodollar rate) and from 0.75% to 1.75% (if using the base rate). A fee of a percentage per annum (which ranges from 0.25% to 0.50% determined in accordance with a specified pricing grid based on the total leverage ratio) will be payable on the unused portions of the Revolving Credit Facility.

 

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).

 

The "base rate" under the Credit Agreement remains the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate plus 0.50%, or (z) the Eurodollar rate for a one-month period plus 1.00%.

 

The blended interest rate for outstanding borrowings under for the Credit Facility was 2.5% at December 31, 2020 and 3.8% at December 31, 2019.

 

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.

 

Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the Credit Facility in connection with certain asset sales and issuances of certain additional secured indebtedness.

 

The Credit Facility contains certain financial and other covenants, including, without limitation, various covenants: (i) requiring the maintenance of a minimum consolidated interest coverage ratio 1.75 to 1.00; (ii) establishing a maximum permitted consolidated total leverage ratio; (iii) establishing a maximum permitted secured leverage ratio; (iv) imposing limitations on the incurrence of indebtedness; (v) imposing limitations on transfers, sales and other dispositions; and (vi) imposing restrictions on investments, dividends and certain other payments.

 

 

 

The Company's obligations under the Credit Facility, subject to certain exceptions, are guaranteed by certain of the Company's subsidiaries and are secured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors will grant the administrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under the Credit Facility.

 

The Credit Facility includes an accordion feature which permits an increase in the Revolving Credit Facility and the issuance and increase of senior secured term loans in an amount up to (i) $550.0 million, plus (ii) certain voluntary permanent reductions of the Revolving Credit Facility and certain voluntary prepayments of the senior secured term loans, plus (iii) certain reductions in the outstanding principal amounts under the term loans or the Revolving Credit Facility, plus (iv) any additional amount if, after giving effect thereto, the First Lien Leverage Ratio (as defined in the Credit Agreement) would not exceed  4.25 to  1.00 on a pro forma basis, less (v) any Incremental Equivalent Debt (as defined in the Credit Agreement), in each case, subject to the satisfaction of certain conditions. Per Amendment No. 3, this feature is temporarily suspended during the Covenant Relief Period.

 

Senior Notes

We currently have four issuances of senior notes (the “Senior Notes”) that are outstanding as described below.

 

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"). The 4.750% Notes require semi-annual interest payments on June 1 and December 1 of each year, commencing on June 1, 2020. The 4.750% Notes will mature on December 1, 2027 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 4.750% Notes were used to finance the redemption of all of its outstanding 6.875% senior notes due 2023 and prepay a portion of our Refinancing Term B Loans.

 

In conjunction with the issuance of the 4.750% Notes, we incurred approximately $15.7 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Notes using the effective interest method.

 

At any time prior to December 1, 2022, we may redeem the 4.750% 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 December 1, 2022, we may redeem all or a portion of the 4.750% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 102.375% in 2022 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest.

 

In connection with the private placement of the 4.750% Notes, we entered into a registration rights 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.

 

6.000% Senior Notes due August 2026

On June 25, 2018, we issued $700.0 million aggregate principal amount of 6.000% senior notes due August 2026 (the "6.000% Notes"). The 6.000% Notes require semi-annual interest payments on February 15 and August 15 of each year, commencing on August 15, 2018. The 6.000% Notes will mature on August 15, 2026 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 or will be, as applicable, 100% owned by us. The net proceeds from the debt issuance were ultimately used to fund the acquisitions of Valley Forge and the Pinnacle Properties.

 

In conjunction with the issuance of the 6.000% Notes, we incurred approximately $11.3 million in debt financing costs that have been deferred and are being amortized over the term of the 6.000% Notes using the effective interest method.

 

 

At any time prior to August 15, 2021, we may redeem the 6.000% 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 (as defined in the indenture governing the 6.000% Notes), if any, up to, but excluding, the applicable redemption date, plus a make-whole premium. On or after August 15, 2021, we may redeem all or a portion of the 6.000% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date.

 

6.375% Senior Notes due April 2026

On March 28, 2016, we issued $750.0 million aggregate principal amount of 6.375% senior notes due April 2026 (the "6.375% Notes"). The 6.375% Notes require semi-annual interest payments on April 1 and October 1 of each year, commencing on October 1, 2016. The 6.375% Notes will mature on April 1, 2026 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. Net proceeds from the 6.375% Notes were used to pay down the outstanding amount under the Revolving Credit Facility and the balance was deposited in money market funds and classified as cash equivalents on the consolidated balance sheets.

 

In conjunction with the issuance of the 6.375% Notes, we incurred approximately $13.0 million in debt financing costs that have been deferred and are being amortized over the term of the 6.375% Notes using the effective interest method.

 

At any time prior to April 1, 2021, we may redeem the 6.375% 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 April 1, 2021, we may redeem all or a portion of the 6.375% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103.188% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest.

 

Redemption of 6.875% Senior Notes due May 2023

O n December 3, 2019, we redeemed all of our 6.875% senior notes due May 2023 (the " 6.875% Notes") at a redemption price o f 103.438% plus accrued and unpaid interest to the redemption date. The redemption was funded through the issuance of the 4.750% Notes . The Company used borrowings under its revolving credit facility to pay the redemption premium accrued and unpaid interest, fees, expenses and commissions related to this redemption.

 

Senior Notes Restrictive Covenants
Each of the Senior Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the respective notes to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the respective indenture), we will be required, unless certain conditions are met, to offer to repurchase the Senior Notes at a price equal to  101% of the principal amount of the Senior Notes, plus accrued and unpaid interest and Additional Interest (as defined in the respective indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the Senior Notes.

 

Other Notes

On October 15, 2018, Boyd completed the acquisition of the Pinnacle Properties. Concurrently with the acquisition, Boyd (Ohio) PropCo, LLC, a wholly owned subsidiary of Boyd TCIV, LLC, ("Boyd PropCo"), acquired the real estate associated with Belterra Park in Cincinnati, Ohio (the "Belterra Park Real Property Sale") utilizing mortgage financing from a subsidiary of Gaming and Leisure Properties, Inc. ("GLPI"), pursuant to a purchase agreement, dated December 17, 2017 ("Belterra Park Purchase Agreement), by and among Penn, Gold Merger Sub, a wholly owned subsidiary of GLPI, Belterra Park and Pinnacle Entertainment, and a Novation and Amendment Agreement, dated October 15, 2018 (the "Novation Agreement"), by and among Penn, Gold Merger Sub, Boyd PropCo, Belterra Park and Pinnacle Entertainment. Pursuant to the Novation Agreement, Gold Merger Sub, the original purchaser under the Belterra Park Purchase Agreement, assigned, transferred and conveyed to Boyd PropCo and Boyd PropCo accepted Gold Merger Sub’s rights, title and interest in the Belterra Park Purchase Agreement ("Belterra Park Note").

 

The total Belterra Park Note payable to Gold Merger Sub is $57.7 million. The Belterra Park Note provides for interest at a per annum for any monthly period equal to (a) the sum of (i) the building base rent, as defined in the master lease agreement, payable for such period annualized, plus (ii) the land base rent, as defined in the master lease agreement, payable for such period annualized, plus (iii) the percentage rent, as defined in the master lease agreement, payable for such period annualized divided by (b) the outstanding principal balance of this Belterra Park Note, divided by (c) the number twelve.  Interest payments are due monthly with a balloon payment for the outstanding principal due at the maturity date. The maturity date is the earlier to occur of (a) the expiration of the master lease term or (b) the termination of the master lease agreement.

 

On May 6, 2020 we entered into an agreement with Gold Merger Sub, a wholly owned subsidiary of GLPI, for the acquisition of Boyd (Ohio) PropCo, LLC, the entity that owns 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 Boyd PropCo via a 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 Note and mortgage executed in connection with GLPI’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 Boyd 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 Boyd PropCo by BP OpCo was then paid by Boyd 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 GLPI, 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 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 year ended December 31, 2020, the cost and operating cash flow outflow related to the lease was $3.9 million.

 

 

 

Covenant Compliance

As of December 31, 2020, we believe that we were in compliance with the financial and other covenants contained in our debt instruments.

 

Scheduled Maturities of Long-Term Debt

The scheduled maturities of long-term debt, as discussed above, are as follows:

 

(In millions)

 

Total

 

Year Ending December 31,

    

2021

 $30.7 

2022

  41.6 

2023

  827.5 

2024

   

2025

  600.0 

Thereafter

  2,450.0 

Total outstanding principal of long-term debt

 $3,949.8 

 

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 of 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

 
  

December 31,

  

December 31,

 

(In millions)

 

2020

  

2019

  

2020

  

2019

 

Current assets

 $637.2  $372.0  $637.2  $371.9 

Noncurrent assets

  9,508.2   9,733.2   9,508.2   9,733.2 

Current liabilities

  494.3   518.5   494.3   518.5 

Noncurrent liabilities

  4,909.0   4,766.2   4,908.1   4,765.3 

 

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

  

6.375% Notes

  

Other Notes

 
  

Year Ended

  

Year Ended

 

(In millions)

 

December 31, 2020

  

December 31, 2020

 

Revenues

 $2,206.4  $2,206.4 

Costs and expenses

  2,167.2   2,167.2 

Operating income

  132.6   132.6 

Loss before income taxes

  (50.6)  (50.6)

Net loss

  (15.4)  (15.4)

 

Dividends

Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding notes and our Credit Facility. On May 2, 2017, the Company announced that its Board of Directors had authorized the reinstatement of the Company’s cash dividend program. The dividends declared by the Board under this program are:

 

Declaration date

 

Record date

 

Payment date

 

Amount per share

 

December 7, 2017

 

December 28, 2017

 

January 15, 2018

 $0.05 

March 2, 2018

 

March 16, 2018

 

April 15, 2018

  0.05 

June 8, 2018

 

June 29, 2018

 

July 15, 2018

  0.06 

September 14, 2018

 

September 28, 2018

 

October 15, 2018

  0.06 

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 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 our bank credit facility. Purchases under our stock repurchase program can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the stock repurchase program with existing cash resources and availability under our Credit Facility.

 

 

In July 2008, our Board of Directors authorized an amendment to our existing share repurchase program to increase the total amount of common stock available to be repurchased to $100 million. The Board reaffirmed this program in May 2017 (the "2008 Plan"). On December 12, 2018, our Board of Directors authorized a new share repurchase program of $100 million which is in addition to the existing repurchase authorization (the "2018 Plan"). We are not obligated to purchase any shares under our stock repurchase program. There were 0.7 million shares, 1.1 million shares and 1.9 million shares repurchased during the years ended December 31, 2020, 2019 and 2018, respectively. We are currently authorized to repurchase up to an additional $61.4 million in shares of our common stock under the 2018 share repurchase program. The 2008 share repurchase program has been depleted.

 

On March 16, 2020, the Company suspended share repurchases under the program in order to preserve liquidity due to the COVID-19 pandemic.

 

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.

 

Other Items Affecting Liquidity

We anticipate the ability to fund our capital requirements using our free cash flow from operations and availability under our Credit Facility, to the extent availability 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 following specific matters, including our commitments and contingencies, may also affect our liquidity.

 

Commitments

Capital Spending and Development

We continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements.

 

We currently estimate that our annual cash capital requirements to perform on-going refurbishment and maintenance at our properties to maintain our quality standards ranges from between $150 million and $170 million. We intend to fund such capital expenditures through our credit facility and operating cash flows.

 

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 Wilton Rancheria to develop and manage a gaming entertainment complex to be located about 15 miles southeast of Sacramento, California. In January 2017, we funded the acquisition of land that is the intended site of the Wilton Rancheria casino for $35.1 million. We expect to be reimbursed for this cost. In September 2017, the California State Legislature unanimously approved, and the Governor of California executed, a tribal-state gaming compact with Wilton Rancheria allowing the development of the casino. In October 2018, the National Indian Gaming Commission ("NIGC") approved the Company's management contract with Wilton Rancheria. With the compact now in place and the design and project budget finalized, Wilton Rancheria has secured third-party financing to fund construction. Construction of the project is expected to begin in first quarter 2021, and it is expected to open in the second half of 2022.

 

 

CONTRACTUAL OBLIGATIONS

The following summarizes our undiscounted contractual obligations as of December 31, 2020:

 

  

Year Ending December 31,

 

(In millions)

 

Total

  

2021

  

2022

  

2023

  

2024

  

2025

  

Thereafter

 

CONTRACTUAL OBLIGATIONS

                            

Long-Term Debt

                            

Bank credit facility

 $896.2  $28.3  $40.5  $827.4  $  $  $ 

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

  3.6   2.4   1.2             

Total long-term debt

  3,949.8   30.7   41.7   827.4      600.0   2,450.0 
                             

Interest on Fixed Rate Debt

  1,044.9   189.3   189.3   189.2   189.0   158.9   129.2 
                             

Interest on Variable Rate Debt (1)

  58.0   22.0   21.0   15.0          
                             

Operating Leases

  970.9   143.5   133.2   123.3   121.1   117.7   332.1 
                             

Purchase Obligations (2)

  51.0   22.8   12.1   4.9   3.6   3.4   4.2 
                             

TOTAL CONTRACTUAL OBLIGATIONS

 $6,074.6  $408.3  $397.3  $1,159.8  $313.7  $880.0  $2,915.5 

 

(1)

Estimated interest payments are based on principal amounts and scheduled maturities of debt outstanding at December 31, 2020. Estimated interest payments for variable-rate debt are based on rates at December 31, 2020.

(2)Purchase obligations include various contracted amounts, including construction contracts and information technology, advertising, maintenance and other service agreements.

 

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 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. No assurance can be given that additional financing will be available or that, if available, such financing will be obtainable on terms favorable to us. Moreover, we can provide no assurances that any expansion opportunity will result in a completed transaction.

 

Off Balance Sheet Arrangements

Our off balance sheet arrangements consist of the following:

 

Indemnification

We have entered into certain agreements that contain indemnification provisions, as well as indemnification agreements involving certain of our executive officers and directors. These agreements provide indemnity insurance pursuant to which directors and officers are indemnified or insured against liability or loss under certain circumstances, which may include liability or related loss under the Securities Act and the Exchange Act. In addition, our Restated Articles of Incorporation and Restated Bylaws contain provisions that provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by law.

 

Outstanding Letters of Credit

At December 31, 2020, we had outstanding letters of credit totaling $12.6 million.

 

Other Arrangements

We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions.

 

 

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. In accordance with GAAP, we are required to make estimates and assumptions that affect the reported amounts included in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. On an ongoing basis, management reviews and refines those estimates, the following of which materially impact our consolidated financial statements: the recoverability of long-lived assets; application of acquisition method of accounting; valuation of indefinite-lived intangible assets and goodwill; determination of self-insured reserves; and provisions for deferred tax assets, certain tax liabilities and uncertain tax positions.

 

Judgments are based on information including, but not limited to, historical experience, industry trends, conventional practices, expert opinions, terms of existing agreements and information from outside sources. Judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from these estimates.

 

We believe the following critical accounting policies require a higher degree of judgment and complexity, the sensitivity of which could result in a material impact on our consolidated financial statements.

 

Recoverability of Long-Lived Assets

Our long-lived assets were carried at $2.5 billion at December 31, 2020, or 38.5% of our consolidated total assets. We evaluate the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If triggering events are identified, we then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant reporting unit discounted using our weighted-average cost of capital and market indicators of terminal year free cash flow multiples.

 

A long-lived asset shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The following are examples of such events or changes in circumstances:

 

 

i.

a significant decrease in the market price of a long-lived asset;

 

ii.

a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition;

 

iii.

a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator;

 

iv.

an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset;

 

v.

a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset; and/or

 

vi.

a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

 

We reconsider changes in circumstances on a frequent basis, and if a triggering event related to potential impairment has occurred, we solicit third party valuation expertise to assist in the valuation of our investment. There are three generally accepted approaches available in developing an opinion of value: the cost, sales comparison and income approaches. We generally consider each of these approaches in developing a recommendation of the fair value of the asset; however, the reliability of each approach is dependent upon the availability and comparability of the market data uncovered, as well as, the decision-making criteria used by market participants when evaluating a property. We will bifurcate our investment and apply the most indicative approach to overall fair valuation, or in some cases, a weighted analysis of any or all of these methods.

 

Developing an opinion of land value is typically accomplished using a sales comparison approach by analyzing recent sales transactions of similar sites. Potential comparables are researched and the pertinent facts are confirmed with parties involved in the transaction. This process fosters a general understanding of the potential comparable sales and facilitates the selection of the most relevant comparables by the appraiser. Valuation is typically accomplished using a unit of comparison such as price per square foot of land or potential building area. Adjustments are applied to the unit of comparison from an analysis of comparable sales, and the adjusted unit of comparison is then used to derive a value for the property.

 

The cost approach is based on the premise that a prudent investor would pay no more for an asset of similar utility than its replacement or reproduction cost. The cost to replace the asset would include the cost of constructing a similar asset of equivalent utility at prices applicable at the time of the valuation date. To arrive at an estimate of the fair value using the cost approach, the replacement cost new is determined and reduced for depreciation of the asset. Replacement cost new is defined as the current cost of producing or constructing a similar new item having the nearest equivalent utility as the property being valued.

 

The income approach focuses on the income-producing capability of the asset. The underlying premise of this approach is that the value of an asset can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the subject asset. The steps followed in applying this approach include estimating the expected before-tax cash flows attributable to the asset over its life and converting these before-tax cash flows to present value through capitalization or discounting. The process uses a rate of return that accounts for both the time value of money and risk factors. There are two common methods for converting net income into value, those methods are the direct capitalization and discounted cash flow methods ("DCF"). Direct capitalization is a method used to convert an estimate of a single year's income expectancy into an indication of value in one direct step by dividing the income estimate by an appropriate capitalization rate. Under the DCF method, anticipated future cash flows and a reversionary value are discounted to an opinion of net present value at a specific internal rate of return or a yield rate, because net operating income of the subject property is not fully stabilized.

 

 

Application of Acquisition Method of Accounting

We follow the guidance of ASC 805 to account for our acquisitions. We completed three acquisitions in 2018, as described in Note 2, Acquisitions and Divestitures, to our consolidated financial statements presented in Part II, Item 8, for an aggregate net purchase price of approximately $940.4 million. For purposes of these consolidated financial statements, for each of the acquisitions we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by us with the assistance from third-party specialists. The excess of the purchase price over those fair values was recorded as goodwill. 

 

The assets and liabilities of each of the acquisitions are included in our consolidated balance sheet as of  December 31, 2020 and 2019, and the results of their operations and cash flows are reported in our consolidated statements of operations and cash flows, respectively, from the respective dates of acquisition through December 31, 2020.

 

Valuation of Indefinite-Lived Intangible Assets

Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight and a limitation on the number of licenses available for issuance with these certain jurisdictions. Gaming license rights are tested for impairment using a discounted cash flow approach. The value of gaming licenses is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to future gaming revenue, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: gaming revenues; gaming operating expenses; general and administrative expenses; tax expense; terminal value; and discount rate. These projections are modeled for a five-year period.

 

Trademarks are based on the value of our brand, which reflects the level of service and quality we provide and from which we generate repeat business. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the brand name. We used the following significant projections and assumptions to determine value under the relief from royalty method: total revenues; royalty rate; tax expense; terminal growth rate; discount rate; and the present value of tax benefit. The projections underlying this discounted cash flow model were forecasted for fifteen years. Applying the selected pretax royalty rates to the applicable revenue base in each period yielded pretax income for each property's trademarks and trade name. These pretax totals were tax effected utilizing the applicable tax rate to arrive at net, after-tax cash flows. The net, after-tax flows were then discounted to present value utilizing an appropriate discount rate. The present value of the after-tax cash flows was then added to the present value of the amortization tax benefit (considering the 15-year amortization of intangible assets pursuant to recent tax legislation) to arrive at the recommended fair values for the trademarks and trade names.

 

Gaming license rights and trademarks are indefinite-lived intangible assets and are not subject to amortization, but are subject to an annual impairment test and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. As part of our annual impairment testing, management assesses the likelihood of impairment and solicits third party valuation expertise to assist in the valuation of indefinite-lived intangible assets that are deemed to have a greater likelihood of impairment. Our annual impairment tests, performed as of October 1, 2020, resulted in trademark impairment charges of $3.6 million. Due to the adverse impacts of COVID-19 on our business, we assessed the recoverability of our assets as of the end of first quarter 2020 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 $16.9 million for trademarks and $42.2 million for gaming license rights in first quarter 2020.

 

We evaluate whether any triggering events or changes in circumstances had occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. This evaluation required significant judgment, including consideration of whether there had been any significant adverse changes in legal factors or in our business climate, adverse action or assessment by a regulator, unanticipated competition, loss of key personnel or likely sale or disposal of all or a significant portion of a reporting unit. Based upon this evaluation, we concluded that there had not been any triggering events or changes in circumstances that indicated an impairment condition existed as of December 31, 2020. If an event described above occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuations methods is adversely impacted, the impact could result in a material impairment charge in the future.

 

Valuation of Goodwill

The authoritative guidance related to goodwill impairment requires goodwill to be tested for impairment at the reporting unit level at least annually. The guidance permits an entity to make a qualitative assessment, referred to as “Step Zero,” of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If the carrying value of the goodwill is considered impaired, a loss is measured as the excess of the reporting unit's carrying value over the fair value, with a limit of the goodwill allocated to that reporting unit.

 

As part of our annual impairment testing, management assesses the likelihood of impairment and solicits third party valuation expertise to assist in valuations of goodwill for those reporting units that are deemed to have a greater likelihood of impairment. We perform the test annually as of October 1 using a weighting of two different approaches to determine fair value: (i) the income approach; and (ii) the market approach.

 

The income approach is based on a discounted cash flow method, which focuses on the expected cash flow of the subject company. In applying this approach, the cash flow available for distribution is calculated for a finite period of years. Cash flow available for distribution is defined, for purposes of this analysis, as the amount of cash that could be distributed as a dividend without impairing the future profitability or operations of the subject company. The cash flow available for distribution and the terminal value (the value of the subject company at the end of the estimation period) are then discounted to present value to derive an indication of value of the business enterprise.

 

 

In the valuation of an asset, the income approach focuses on the income-producing capability of the subject asset. The underlying premise of this approach is that the value of an asset can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the subject asset. The steps followed in applying this approach include estimating the expected after-tax cash flows attributable to the asset over its life and converting these after-tax cash flows to present value through "discounting." The discounting process uses a rate of return which accounts for both the time value of money and investment risk factors. Finally, the present value of the after-tax cash flows over the life of the asset is totaled to arrive at an indication of the fair value of the asset.

 

The market approach is comprised of the guideline company method, which focuses on comparing the subject company to selected reasonably similar, or "guideline", publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of the subject company relative to the selected guideline companies; and (iii) applied to the operating data of the subject company to arrive at an indication of value. In the valuation of an asset, the market approach measures value based on what typical purchasers in the market have paid for assets which can be considered reasonably similar to those being valued. When the market approach is utilized, data are collected on the prices paid for reasonably comparable assets. Adjustments are made to the similar assets to compensate for differences between reasonably similar assets and the asset being valued. The application of the market approach results in an estimate of the price reasonably expected to be realized from the sale of the subject asset.

 

The two methodologies were weighted 75.0% toward the income approach and 25.0% toward the market approach, to arrive at an overall fair value. At October 1, 2020, the fair value of our reporting units exceeded their carrying value. At December 31, 2020, we evaluated whether any triggering events or changes in circumstances had occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. This evaluation required significant judgment, including consideration of whether there had been any significant adverse changes in legal factors or in our business climate, adverse action or assessment by a regulator, unanticipated competition, loss of key personnel or likely sale or disposal of all or a significant portion of a reporting unit. Based upon this evaluation, we concluded that there had not been a triggering event or change in circumstances that indicated an impairment condition existed at December 31, 2020. Due to the adverse impacts of COVID-19 on our business, we assessed the recoverability of our assets as of the end of first quarter 2020 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 $112.0 million for goodwill in first quarter 2020.

 

Although we satisfied the impairment analysis requirements for each reporting unit tested, changes to certain underlying assumptions and variables, many of which are derived from external factors, could greatly impact the results of future tests. We cannot control or influence the impact of these factors from a fair valuation perspective, but they could nonetheless have a material effect on the results of valuation, particularly the guideline company method under the market approach, in the future.

 

Additionally, several of the assumptions underlying the discounted cash flow method under the income approach could pose a high degree of sensitivity to the resulting fair value. These factors include, but are not limited to, the following: total revenue, operating expenses, depreciation expense, depreciation overhang, tax expense and effective rates, debt-free net working capital, capital additions, terminal year growth factor, discount rate and the capitalization rate. A change in any of these variables that cause our undiscounted cash flows or terminal value or both to adversely and materially change could result in the failure of the impairment test, and a resulting impairment of our goodwill in an amount up to its book value of $971.3 million.

 

The Company has determined that each of its properties is a reporting unit for goodwill impairment testing, since discrete financial information is available at the property level.

 

Accounting for Leases

The determination of lease liabilities requires us to estimate the present value of our future lease commitments over their reasonably assured remaining lease term using a weighted average incremental borrowing rate commensurate with the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to our future lease payments in a similar economic environment. The determination of the interest rate could materially impact our lease liabilities.

 

We estimate the expected term of a lease by assuming the exercise of renewal options, in addition to the initial non-cancelable lease term, if the renewal is reasonably assured. Generally, “reasonably assured” relates to our contractual right to renew and the existence of an economic penalty that would preclude the abandonment of the lease at the end of the initial non-cancelable lease term. The determination of the expected term could also materially impact our lease liabilities. 

 

The determination of the expected term of a lease requires us to apply judgment and estimates concerning the number of renewal periods that are reasonably assured. If a lease is terminated prior to reaching the end of the expected term, this may result in the acceleration of depreciation or impairment of the lease right-of-use asset and related long-lived assets.

 

 

Provisions for Deferred Tax Assets, Certain Tax Liabilities and Uncertain Tax Positions

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, and attributable to operating loss and tax credit carryforwards. 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. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with the usability of operating loss and tax credit carryforwards before expiration, and tax planning alternatives.

 

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.

 

We recognize the tax benefit from an uncertain tax position only when it is more likely than not, based on the technical merits of the position, that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. While we believe our uncertain tax benefits, if any, are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a taxing authority will be resolved at a financial cost that does not exceed its related reserve.

 

Recently Issued Accounting Pronouncements

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

 

 

ITEM 7A.    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.

 

Table of Debt Maturities and Interest Rates

The following table provides information about our financial instruments that are sensitive to changes in interest rates, including debt obligations. For our debt obligations, the table presents principal cash flows and related weighted-average interest rates by expected maturity dates. The weighted-average variable rates are based upon prevailing interest rates.

 

The scheduled maturities of our long-term debt outstanding for the years ending December 31 are as follows:

 

  

Scheduled Maturity Date

 
  

Year Ending December 31,

 

(In millions)

 

2021

  

2022

  

2023

  

2024

  

2025

  

Thereafter

  

Total

  

Fair Value

 

Long-term debt (including current portion):

                                

Fixed-rate

 $2.4  $1.2  $  $  $600.0  $2,450.0  $3,053.6  $3,216.0 

Average interest rate

  6.2%  6.2%  6.2%  6.2%  5.9%  5.0%  5.9%    

Variable-rate

 $28.3  $40.5  $827.4  $  $  $  $896.2  $888.5 

Average interest rate

  2.5%  2.5%  2.5%  %  %  %  2.5%    

 

As of December 31, 2020, our long-term variable-rate borrowings represented approximately 22.7% of total long-term debt. Based on December 31, 2020 debt levels, a 100-basis-point change in interest rate would cause our annual interest costs to change by approximately $9.0 million.

 

The following table provides other information about our long-term debt:

 

  

December 31, 2020

 
  

Outstanding

         
  

Face

  

Carrying

  

Estimated

 

(In millions)

 

Amount

  

Value

  

Fair Value

 

Bank credit facility

 $896.2  $882.8  $888.5 

6.375% senior notes due 2026

  750.0   743.1   778.1 

6.000% senior notes due 2026

  700.0   692.1   728.0 
4.750% senior notes due 2027  1,000.0   986.4   1,038.8 
8.625% senior notes due 2025  600.0   589.5   667.5 

Other

  3.6   3.6   3.6 

Total long-term debt

 $3,949.8  $3,897.5  $4,104.5 

 

The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about December 31, 2020. See also "Liquidity and Capital Resources" above.

 

 

ITEM 8.    Financial Statements and Supplementary Data

The following consolidated financial statements for the three years in the period ended December 31, 2020 are filed as part of this Report:

 

 

Page No.

Report of Independent Registered Public Accounting Firm

46

 

 

Consolidated Balance Sheets at December 31, 2020 and 2019

48

 

 

Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018

49

 

 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018

50

 

 

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2020, 2019 and 2018

51

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018

52

 

 

Notes to Consolidated Financial Statements

54

 

The accompanying audited consolidated financial statements of Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "we" or "us") have been prepared in accordance with the instructions to Form 10-K and Regulation S-X and include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States ("GAAP").

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the stockholders and the Board of Directors of Boyd Gaming Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Boyd Gaming Corporation and Subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2021, expressed an unqualified opinion on the Company’s internal control over financial reporting.

 

Change in Accounting Principle

 

As discussed in Note 1 to the financial statements, effective January 1, 2019, the Company adopted FASB ASU 2016-02, Leases, using the modified retrospective approach.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

Goodwill and Indefinite-Lived Intangibles—Refer to Notes 1, 4 and 5 to the financial statements

 

Critical Audit Matter Description

 

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. Similarly, its gaming license rights and trademarks are also required to be tested for impairment by comparing the fair value of each license or trademark to its carrying value. As of December 31, 2020, the carrying value of goodwill is $971.3 million, gaming license rights is $1,120.6 million, and trademarks is $182.8 million.

 

The determination of these fair values requires management to make significant estimates and assumptions related to various items, such as selection of reasonably similar (“guideline”) companies and valuation multiples derived from the operating data of the selected companies used to estimate the fair value of a reporting unit (goodwill), as well as projections of future total revenues (goodwill and trademarks), gaming revenues (gaming license rights) and discount rates (goodwill, gaming license rights, and trademarks) to estimate the net present value of future revenues. Changes in these assumptions could have a significant impact on the concluded fair value. For certain of the Company’s reporting units, gaming license rights, and trademarks, a significant change in fair value could cause a significant impairment.

 

Auditing these fair values involved a high degree of subjectivity as it relates to evaluating whether management’s estimates and assumptions used to derive the fair value were reasonable.

 

46

 

 

How the Critical Audit Matter Was Addressed in the Audit

 

Our audit procedures related to management’s judgments regarding selection of guideline companies and valuation multiples, as well as projections of future revenues, and selection of the discount rate included the following:

 

•  We tested the effectiveness of management’s controls related to selection of guideline companies and valuation multiples, as well as projected revenues (total and gaming revenues), and the selection of discount rates. 

 

•  We evaluated management’s ability to accurately project future revenues by comparing actual revenue results to management’s historical projections.

 

•  We evaluated the reasonableness of management’s projections of future revenues by:

 

    –   Comparing management’s projections with:

 

o  Historical revenues

 

o  Internal communications to management and the Board of Directors

 

o  Projected information included in Company press releases, as well as analyst and industry reports of the Company and selected companies in its peer group 

 

    –  Considering the impact of changes in the regulatory environment on management’s projections

 

    –  Assessing the reasonableness of the projected revenue mix based on the historical total revenue mix and the Company’s strategic plans

 

    –  Considering actual results for the periods from March 31 to June 30, 2020, July 1 to September 30, 2020, and October 1 to December 31, 2020 as compared to management’s projections for those same periods, as well as any changes in management’s projections that may have occurred subsequent to October 1, 2020.

 

•  With the assistance of our fair value specialists, we evaluated the selection of guideline companies and valuation multiples, as well as reasonableness of the discount rate by:

 

    –  Testing the source information underlying the determination of the valuation multiples and discount rate including the mathematical accuracy of these calculations

 

    –  Assessing the comparability of the guideline companies using the industry classification system

 

    –  Assessing the selection of valuation multiples through comparison of historical and projected growth and profitability

 

    –  Independently estimating the weighted average cost of capital (a component of the discount rate)

 

    –  Assessing the basis and rationale for each discount rate input

 

    –  Developing a range of independent estimates and comparing those to the discount rate selected by management.

 

/s/ DELOITTE & TOUCHE LLP

 

Las Vegas, Nevada

March 1, 2021

 

We have served as the Company’s auditor since 1981.

 

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 


 

  

December 31,

 

(In thousands, except share data)

 

2020

  

2019

 

ASSETS

        

Current assets

        

Cash and cash equivalents

 $519,182  $249,977 

Restricted cash

  15,817   20,471 

Accounts receivable, net

  53,456   54,864 

Inventories

  22,616   22,101 

Prepaid expenses and other current assets

  39,198   46,481 

Income taxes receivable

  8   5,600 

Total current assets

  650,277   399,494 

Property and equipment, net

  2,525,887   2,672,553 

Operating lease right-of-use assets

  928,814   936,170 

Other assets, net

  100,510   91,750 

Intangible assets, net

  1,382,173   1,466,891 

Goodwill, net

  971,287   1,083,287 

Total assets

 $6,558,948  $6,650,145 

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Current liabilities

        

Accounts payable

 $96,863  $91,003 

Current maturities of long-term debt

  30,740   26,994 

Accrued liabilities

  396,419   438,896 

Total current liabilities

  524,022   556,893 

Long-term debt, net of current maturities and debt issuance costs

  3,866,743   3,738,937 

Operating lease liabilities, net of current portion

  848,825   840,285 

Deferred income taxes

  131,052   162,695 

Other long-term tax liabilities

  0   3,840 

Other liabilities

  64,363   82,253 

Commitments and contingencies (Notes 2, 7 and 9)

 
         

Stockholders' equity

        

Preferred stock, $0.01 par value, 5,000,000 shares authorized

  0   0 

Common stock, $0.01 par value, 200,000,000 shares authorized; 111,830,857 and 111,542,108 shares outstanding

  1,118   1,115 

Additional paid-in capital

  876,433   883,715 

Retained earnings

  246,242   380,942 

Accumulated other comprehensive loss

  150   (530)

Total stockholders' equity

  1,123,943   1,265,242 

Total liabilities and stockholders' equity

 $6,558,948  $6,650,145 

 

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

 

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 


 

  

Year Ended December 31,

 

(In thousands, except per share data)

 

2020

  

2019

  

2018

 

Revenues

            

Gaming

 $1,775,358  $2,483,293  $1,925,424 

Food & beverage

  178,878   447,853   367,888 

Room

  104,968   237,187   199,500 

Other

  119,286   157,786   133,918 

Total revenues

  2,178,490   3,326,119   2,626,730 

Operating costs and expenses

            

Gaming

  734,254   1,116,448   845,486 

Food & beverage

  182,666   412,949   347,624 

Room

  53,208   110,680   90,915 

Other

  66,960   96,140   87,354 

Selling, general and administrative

  350,358   459,583   369,313 

Master lease rent expense

  101,907   97,723   20,682 

Maintenance and utilities

  115,097   154,673   127,027 

Depreciation and amortization

  281,031   276,569   229,979 

Corporate expense

  76,143   105,139   104,201 

Project development, preopening and writedowns

  (661)  21,728   45,698 

Impairment of assets

  174,700   0   993 

Other operating items, net

  28,564   1,919   2,174 

Total operating costs and expenses

  2,164,227   2,853,551   2,271,446 

Operating income

  14,263   472,568   355,284 

Other expense (income)

            

Interest income

  (1,900)  (1,858)  (3,721)

Interest expense, net of amounts capitalized

  230,484   237,465   204,188 

Loss on early extinguishments and modifications of debt

  1,791   34,949   61 

Other, net

  (45,098)  (114)  (276)

Total other expense, net

  185,277   270,442   200,252 

Income (loss) before income taxes

  (171,014)  202,126   155,032 

Income tax benefit (provision)

  36,314   (44,490)  (40,331)

Income (loss) from continuing operations, net of tax

  (134,700)  157,636   114,701 

Income (loss) from discontinued operations, net of tax

  0   0   347 

Net income (loss)

 $(134,700) $157,636  $115,048 
             

Basic net income (loss) per common share

            

Continuing operations

 $(1.19) $1.39  $1.01 

Discontinued operations

  0   0   0 

Basic net income (loss) per common share

 $(1.19) $1.39  $1.01 

Weighted average basic shares outstanding

  113,515   113,474   114,401 
             

Diluted net income (loss) per common share

            

Continuing operations

 $(1.19) $1.38  $1.00 

Discontinued operations

  0   0   0 

Diluted net income (loss) per common share

 $(1.19) $1.38  $1.00 

Weighted average diluted shares outstanding

  113,515   113,947   115,071 

 

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

 

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 


 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Net income (loss)

 $(134,700) $157,636  $115,048 

Other comprehensive income (loss), net of tax:

            

Fair value adjustments to available-for-sale securities, net of tax

  680   535   (1,195)

Comprehensive income (loss)

 $(134,020) $158,171  $113,853 

 

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

 

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 


 

                  

Accumulated

     
                  

Other

     
          

Additional

      

Comprehensive

     
  

Common Stock

  

Paid-in

  

Retained

  

Income (Loss),

     

(In thousands, except share data)

 

Shares

  

Amount

  

Capital

  

Earnings

  

Net

  

Total

 

Balances, January 1, 2018

  112,634,418  $1,126  $931,858  $164,425  $(182) $1,097,227 

Cumulative effect of change in accounting principle, adoption of Update 2018-02

     0   0   (312)  312   0 

Net income

     0   0   115,048   0   115,048 

Comprehensive loss, net of tax

     0   0   0   (1,195)  (1,195)

Stock options exercised

  338,426   3   3,539   0   0   3,542 

Release of restricted stock units, net of tax

  300,177   3   (3,619)  0   0   (3,616)

Release of performance stock units, net of tax

  337,537   4   (5,274)  0   0   (5,270)

Shares repurchased and retired

  (1,853,453)  (18)  (59,552)  0   0   (59,570)

Dividends declared ($0.23 per share)

     0   0   (25,804)  0   (25,804)

Share-based compensation costs

     0   25,379   0   0   25,379 

Balances, December 31, 2018

  111,757,105   1,118   892,331   253,357   (1,065)  1,145,741 

Net income

     0   0   157,636   0   157,636 

Comprehensive income, net of tax

     0   0   0   535   535 

Stock options exercised

  242,357   2   2,375   0   0   2,377 

Release of restricted stock units, net of tax

  358,361   4   (4,391)  0   0   (4,387)

Release of performance stock units, net of tax

  270,960   3   (3,769)  0   0   (3,766)

Shares repurchased and retired

  (1,086,675)  (12)  (28,033)  0   0   (28,045)

Dividends declared ($0.27 per share)

     0   0   (30,051)  0   (30,051)

Share-based compensation costs

     0   25,202   0   0   25,202 

Balances, December 31, 2019

  111,542,108   1,115   883,715   380,942   (530)  1,265,242 

Net loss

     0   0   (134,700)  0   (134,700)

Comprehensive loss, net of tax

     0   0   0   680   680 

Stock options exercised

  240,380   2   1,977   0   0   1,979 

Release of restricted stock units, net of tax

  469,765   5   (3,975)  0   0   (3,970)

Release of performance stock units, net of tax

  261,200   3   (3,372)  0   0   (3,369)

Shares repurchased and retired

  (682,596)  (7)  (11,114)  0   0   (11,121)

Share-based compensation costs

     0   9,202   0   0   9,202 

Balances, December 31, 2020

  111,830,857  $1,118  $876,433  $246,242  $150  $1,123,943 

 

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

 

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 


 

    
  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Cash Flows from Operating Activities

            

Net income (loss)

 $(134,700) $157,636  $115,048 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

            

Income from discontinued operations, net of tax

  0   0   (347)

Depreciation and amortization

  281,031   276,569   229,979 

Amortization of debt financing costs and discounts on debt

  12,095   9,227   9,158 

Non-cash operating lease expense

  55,578   31,524   0 

Share-based compensation expense

  9,202   25,202   25,379 

Deferred income taxes

  (31,643)  41,433   34,470 

Non-cash impairment of assets

  174,700   0   993 
Gain on sale of assets  (13,888)  0   0 

Loss on early extinguishments and modifications of debt

  1,791   34,949   61 

Other operating activities

  4,183   2,645   887 

Changes in operating assets and liabilities:

            

Accounts receivable, net

  1,339   (315)  (772)

Inventories

  (515)  (2,032)  1,699 

Prepaid expenses and other current assets

  5,892   (1,423)  4,224 

Income taxes (receivable) payable, net

  5,592   (296)  (140)

Other long-term tax assets, net

  0   5,475   (292)

Other assets, net

  (3,110)  (4,508)  (4,094)

Accounts payable and accrued liabilities

  (29,639)  (1,052)  18,494 

Operating lease liabilities

  (55,578)  (31,524)  0 

Other long-term tax liabilities

  (3,840)  204   189 

Other liabilities

  10,542   5,278   (409)

Net cash provided by operating activities

  289,032   548,992   434,527 

Cash Flows from Investing Activities

            

Capital expenditures

  (175,030)  (207,637)  (161,544)

Cash paid for acquisitions, net of cash received

  (11,201)  (5,535)  (934,073)
Proceeds received from disposition of assets  15,050   0   0 

Other investing activities

  0   (18,259)  (39,710)

Net cash used in investing activities

  (171,181)  (231,431)  (1,135,327)

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

 


 

    
  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Cash Flows from Financing Activities

            

Borrowings under bank credit facility

  965,100   1,666,329   1,114,600 

Payments under bank credit facility

  (1,374,548)  (2,132,024)  (964,322)

Proceeds from issuance of senior notes

  600,000   1,000,000   700,000 
Retirement of senior notes  0   (750,000)  0 
Premium and consent fees  0   (25,785)  0 

Debt financing costs, net

  (17,390)  (15,500)  (14,215)

Share-based compensation activities, net

  (5,360)  (5,776)  (5,344)

Shares repurchased and retired

  (11,121)  (28,045)  (59,570)

Dividends paid

  (7,808)  (28,949)  (24,730)

Other financing activities

  (2,173)  (565)  (178)

Net cash provided by (used in) financing activities

  146,700   (320,315)  746,241 

Cash Flows from Discontinued Operations

            

Cash flows from operating activities

  0   0   0 

Cash flows from investing activities

  0   0   482 

Cash flows from financing activities

  0   0   0 

Net cash provided by discontinued operations

  0   0   482 

Change in cash, cash equivalents and restricted cash

  264,551   (2,754)  45,923 

Cash, cash equivalents and restricted cash, beginning of year

  270,448   273,202   227,279 

Cash, cash equivalents and restricted cash, end of year

 $534,999  $270,448  $273,202 

Supplemental Disclosure of Cash Flow Information

            

Cash paid for interest, net of amounts capitalized

 $214,686  $231,734  $179,154 

Cash paid for (received from) income taxes

  (6,168)  (2,120)  5,657 

Supplemental Schedule of Non-cash Investing and Financing Activities

            

Payables incurred for capital expenditures

 $1,653  $1,897  $4,930 
Mortgage settlement in exchange for real estate  57,684   0   0 

 

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

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

 


 

 

NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Boyd Gaming Corporation (and together with its subsidiaries, the "Company", the "Registrant", "Boyd Gaming", "Boyd", "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 of December 31, 2020, we are a geographically diversified operator of 28 wholly owned gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. For financial reporting purposes, we aggregate our properties in order to present the following 3 reportable segments:

 

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

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 and 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 Report Spa St. Charles

 

St. Charles, Missouri

Belterra Park

 

Cincinnati, Ohio

Valley Forge Casino Resort

 

King of Prussia, Pennsylvania

 

54

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Our Midwest & South segment includes the results of Valley Forge Convention Center, L.P. ("Valley Forge"), which was acquired in September 2018, Ameristar Casino Kansas City, LLC ("Ameristar Kansas City"), Ameristar Casino St. Charles, LLC ("Ameristar St. Charles"), Belterra Resort Indiana LLC ("Belterra Resort"), PNK (Ohio), LLC ("Belterra Park"), which were acquired in October 2018, and Lattner Entertainment Group Illinois, LLC, our Illinois distributed gaming operator ("Lattner") which was acquired in June 2018, from the date of their respective acquisitions (see Note 2, Acquisitions and Divestitures). Our Midwest & South segment also includes the results from our online gaming initiatives.

 

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

 

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 December 31, 2020, 24 of our 28 gaming facilities are open and operating, subject to various health and safety measures, including occupancy limitations. Two of our properties in Las Vegas remain closed to the public due to the current levels of demand in the market and our cost containment efforts. Two of our properties in the Midwest & South segment that had re-opened in the summer were temporarily closed again by state officials, one in November and the second in December 2020. These properties subsequently re-opened in January 2021. 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; and (iii) suspending our quarterly cash dividend and share repurchase programs. 

 

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 7, Long-Term Debt, for further discussion of these events.)

 

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. 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. Based on our annual review, an additional $3.6 million impairment charge was recorded in the fourth 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.

 

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries.

 

Investments in unconsolidated affiliates, which are 50% or less owned and 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.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Discontinued Operations

On August 1, 2016, Boyd Gaming completed the sale of its 50% equity interest in the parent company of Borgata in Atlantic City, New Jersey, to MGM Resorts International ("MGM Resorts") 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 Resorts. (See Note 2, Acquisitions and Divestitures.) We accounted for our investment in Borgata by applying the equity method and reported its results as discontinued operations for all periods presented in these consolidated financial statements.

 

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) amounts restricted by regulation for gaming and racing purposes; and (ii) future bookings with our Hawaiian travel agency. 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 consolidated balance sheets to the total balance shown in the consolidated statements of cash flows.

 

  

December 31,

  

December 31,

  

December 31,

  

December 31,

 

(In thousands)

 

2020

  

2019

  

2018

  

2017

 

Cash and cash equivalents

 $519,182  $249,977  $249,417  $203,104 

Restricted cash

  15,817   20,471   23,785   24,175 

Total cash, cash equivalents and restricted cash

 $534,999  $270,448  $273,202  $227,279 

 

Accounts Receivable, net

Accounts receivable consist primarily of casino, hotel and other receivables. Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible, based upon historical collection experience, the age of the receivable and other relevant economic factors. An estimated allowance for doubtful accounts is maintained to reduce our receivables to their carrying amount. As a result, the net carrying value approximates fair value.

 

The activity comprising our allowance for doubtful accounts is as follows:

 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Beginning balance, January 1,

 $4,474  $3,607  $2,072 

Additions due to Acquisitions

  0   0   1,425 

Additions

  440   929   180 

Deductions

  (808)  (62)  (70)

Ending balance, December 31,

 $4,106  $4,474  $3,607 

 

Inventories

Inventories consist primarily of food & beverage and retail items and are stated at the lower of cost or market. Cost is determined using the weighted-average inventory method.

 

Property and Equipment, net

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the asset's useful life or term of the lease.

 

The estimated useful lives of our major components of property and equipment are:

 

Building and improvements

3 through 40 years

Riverboats and barges

5 through 40 years

Furniture and equipment

1 through 12 years

 

Gains or losses on disposals of assets are recognized as incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.

 

56

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

For an asset that is held for sale, we recognize the asset at the lower of carrying value or fair market value, less costs of disposal, as estimated based on comparable asset sales, solicited offers, or a discounted cash flow model. For a long-lived asset to be held and used, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant reporting unit discounted using our weighted-average cost of capital and market indicators of terminal year free cash flow multiples. All resulting recognized impairment charges are recorded as impairment of assets within operating costs and expenses.

 

Capitalized Interest

Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. There was capitalized interest of $0.1 million for the year ended December 31, 2020, and 0 interest capitalized for the years ended December 312019 and 2018.

 

Investment in Available for Sale Securities

We have an investment in $19.0 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 ("City Bonds"). This investment is classified as available-for-sale and is recorded at fair value. The fair value at December 31, 2020 and 2019 was $16.7 million and $16.2 million, respectively. At both December 31, 2020 and 2019, $0.6 million is included in prepaid expenses and other current assets and at December 31, 2020 and 2019, $16.1 million and $15.6 million, respectively, is included in other long-term assets, net.

 

Future maturities of the City Bonds, excluding the discount, for the years ending December 31 are summarized as follows:

 

(In thousands)

    

For the year ending December 31,

    

2021

 $590 

2022

  635 

2023

  680 

2024

  730 

2025

  785 

Thereafter

  15,565 

Total

 $18,985 

 

Intangible Assets

Intangible assets include customer relationships, host agreements, development agreements, gaming license rights and trademarks.

 

Amortizing Intangible Assets

Customer relationships represent the value of repeat business associated with our customer loyalty programs and are being amortized on an accelerated method over their approximate useful life. Host agreements represent the value associated with our host establishment relationships and are being amortized on a straight-line basis over 15 years. Development agreements are contracts between two parties establishing an agreement for development of a product or service. These agreements are amortized over the respective cash flow period of the related agreement.

 

Indefinite-Lived Intangible Assets

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. These assets, considered indefinite-lived intangible assets, are not subject to amortization, but instead are subject to an annual impairment test, and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. License rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method.

 

G

oodwill

Goodwill is an asset representing the future economic benefits arising from other assets in a business combination that are not individually identified and separately recognized. Goodwill is not subject to amortization, but it is subject to an annual impairment test and between annual test dates in certain circumstances.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

We evaluate goodwill using a weighted average allocation of both the income and market approach models. The income approach is based upon a discounted cash flow method, whereas the market approach uses the guideline public company method. Specifically, the income approach focuses on the expected cash flow of the subject reporting unit, considering the available cash flow for a finite period of years. Available cash flow is defined as the amount of cash that could be distributed as a dividend without impairing the future profitability or operations of the reporting unit. The underlying premise of the income approach is that the value of goodwill can be measured by the present value of the net economic benefit to be received over the life of the reporting unit. The market approach focuses on comparing the reporting unit to selected reasonably similar (or "guideline") publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of our reporting unit relative to the selected guideline companies; and (iii) applied to the operating data of our reporting unit to arrive at an indication of value. The application of the market approach results in an estimate of the price reasonably expected to be realized from the sale of the subject reporting unit.

 

Player Loyalty Point Program

We have established promotional programs to encourage repeat business from frequent and active slot machine customers and other patrons. Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food & beverage, and other free goods and services. We record points earned based on the value of a point that can be redeemed for a hotel room, food & beverage or other items. The player loyalty point program accrual is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, for food & beverage or for other amenities and is included in accrued liabilities on our consolidated balance sheets.

 

Long-Term Debt, Net

Long-term debt, net is reported as the outstanding debt amount net of amortized cost. Any unamortized debt issuance costs, which include legal and other direct costs related to the issuance of our outstanding debt, or discount granted to the initial purchasers or lenders upon issuance of our debt instruments is recorded as a direct reduction to the face amount of our outstanding debt. The debt issuance costs and discount are accreted to interest expense using the effective interest method over the contractual term of the underlying debt. In the event that our debt is modified, repurchased or otherwise reduced prior to its original maturity date, we ratably reduce the unamortized debt issuance costs and discount and record a loss on extinguishment of debt.

 

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 and taxable income, 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 ("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 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 consolidated balance sheets.

 

Self-Insurance Reserves

We are self-insured for various insurance coverages such as property, general liability, employee health and workers' compensation costs with the appropriate levels of deductibles and retentions. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. Management believes the estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. Certain of these claims represent obligations to make future payments; and therefore, we discount such reserves to an amount representing the present value of the claims which will be paid in the future using a blended rate, which represents the inherent risk and the average payout duration. Self-insurance reserves are included in other liabilities on our consolidated balance sheets.

 

58

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

The activity comprising our self-insurance reserves is as follows:

 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Beginning balance, January 1,

 $43,604  $37,501  $33,995 

Additions

            

Charged to costs and expenses

  105,739   121,075   90,299 

Due to acquisitions

  0   0   3,279 

Payments made

  (103,907)  (114,972)  (90,072)

Ending balance, December 31,

 $45,436  $43,604  $37,501 

 

Accumulated Other Comprehensive Income (Loss)

Comprehensive income includes net income and other comprehensive income (loss). Components of the Company's comprehensive income are reported in the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income. The accumulated other comprehensive income (loss) at December 31, 2020, consists of unrealized gains and losses on the investment available for sale resulting from changes in fair value.

 

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 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 6, Accrued Liabilities, for the balance outstanding related to player loyalty programs.

 

59

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

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 6, Accrued Liabilities, for the balance outstanding related to advance deposits.

 

The Company's outstanding chip liability represents the amounts owned 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 6, 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 rooms and food & 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 & 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:

 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Food & beverage

 $90,714  $215,989  $182,960 

Rooms

  46,841   96,296   81,671 

Other

  5,508   14,908   11,939 

 

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 consolidated statements of operations. These taxes totaled approximately $388.0 million, $546.7 million and $367.5 million for the years ended December 31, 20202019 and 2018, respectively.

 

Advertising Expense

Direct advertising costs are expensed the first time such advertising appears. Advertising costs are included in selling, general and administrative expenses on the consolidated statements of operations and totaled $20.2 million, $44.7 million and $33.7 million for the years ended December 31, 20202019 and 2018, respectively.

 

Corporate Expense

Corporate expense represents unallocated payroll, professional fees, aircraft costs and various other expenses that are not directly related to our casino hotel operations.

 

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 and do not qualify as capital costs; (iii) asset write-downs; and (iv) proceeds from the sales of assets.

 

Share-Based Compensation

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 requisite service period can be impacted by the provisions of the Company’s stock compensation programs that provide for automatic vesting acceleration upon retirement (including as a result of death or disability) for those long-service participants achieving defined age and years of service criteria. These acceleration provisions do not apply to stock grants and awards issued within six months of the employee’s retirement. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant on the date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interest rates, expected option lives and dividend yields. We formed our assumptions using historical experience and observable market conditions.

 

The Company did not issue any stock option grants in 20202019 and 2018

 

Other, Net

In 2020, the Company realized a nonrecurring gain of $40.0 million related to the property closures.

 

60

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Net Income (Loss) per Share

Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, such as stock options.

 

Collaborative Arrangements

In August 2018, we announced that we had entered into a strategic partnership with FanDuel Group ("FanDuel"), the largest online sports destination in the United States, to pursue sports betting and online gaming opportunities across the country. This partnership brings together two of the largest and most geographically diversified companies in the gaming entertainment industry, given our Company’s scale and experience is being combined with FanDuel’s customer base and its presence across 45 states.

 

Subject to state law and regulatory approvals, we have established a presence in the online gaming and sports wagering industry by leveraging FanDuel's technology and related services to operate Boyd Gaming-branded mobile and online sports-betting and gaming services. In turn, FanDuel has established and operates mobile and online sports-betting and gaming services under the FanDuel brand in the states where we are licensed. During 2018, IP and Tunica opened sports books that are powered by FanDuel. During 2019, FanDuel sports books opened at our Valley Forge, Diamond Jo Worth, Diamond Jo Dubuque, Blue Chip and Belterra Resort properties. In 2020, a FanDuel sports book opened at our Par-A-Dice property. 

 

We have also entered into agreements with other companies for the operation of online gaming offerings under a market-access agreement with MGM Resorts.

 

The activities related to these collaborative arrangements are recorded in other revenue and other expense on the consolidated statements of operations.

 

Concentration of Credit Risk

Financial instruments that subject us to credit risk consist of cash equivalents and accounts receivable.

 

Our policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. We have bank deposits that may at times exceed federally-insured limits.

 

Concentration of credit risk, with respect to gaming receivables, is limited through our credit evaluation process. We issue markers to approved gaming customers only following credit checks and investigations of creditworthiness.

 

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.

 

Recently Adopted Accounting Pronouncements

Accounting Standards Update ("ASU") 2020-09, Debt, Topic 470 ("Update 2020-09")

In October 2020, the FASB issued Update 2020-09 which supersedes various SEC paragraphs in Topic 470, pursuant to the issuance of the SEC Release to amend Rules 3-10 and 3-16 of Regulation S-X, as discussed below. 

 

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.

 

ASU 2020-04, 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 did not have a material impact on the 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 consolidated financial statements was not material.

 

ASU 2016-02, Leases ("Update 2016-02"); ASU 2018-10, Targeted Improvements ("Update 2018-10"); ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ("Update ASU 2018-01"); ASU 2018-11, Codification Improvements to Topic 842, Leases ("Update 2018-11"); ASU 2019-01, Codification Improvements to Topic 842, Leases ("Update 1901-01") (collectively, the “Lease Standard”)

The Lease Standard provides for transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.

 

61

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

The Company adopted the Lease Standard effective January 1, 2019, using the modified retrospective approach, which allows the initial application of the new guidance as of the adoption date without adjusting comparative periods presented. We elected the package of practical expedients for leases that commenced prior to the adoption date whereby we elected to not reassess (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. We also made an accounting policy election that leases with an initial term of 12 months or less are not recognized on our consolidated balance sheet. Adoption of the Lease Standard resulted in the recognition of $935.1 million of ROU assets and $921.8 million of lease liabilities on our consolidated balance sheet as of the date of adoption, primarily related to land, buildings and office space. The difference of $13.3 million represented the reclassification of the remaining balance of favorable lease rates intangible assets and deferred rent for leases that existed as of the date of adoption, which were additions to the opening balance of right-of-use assets. The adoption of the Lease Standard did not have a material impact on our consolidated statements of income, stockholders’ equity and cash flows.

 

See Note 10, Leases, for further information regarding our leases.

 

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 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.    ACQUISITIONS AND DIVESTITURES

Ameristar Casino Hotel Kansas City; Ameristar Casino Resort Spa St. Charles; Belterra Casino Resort; Belterra Park

On October 15, 2018, we completed the acquisition of Ameristar Kansas City, the owner and operator of Ameristar Casino Hotel Kansas City; Ameristar St. Charles, the owner and operator of Ameristar Casino Resort Spa St. Charles; Belterra Resort, the owner and operator of Belterra Casino Resort located in Florence, Indiana; and Belterra Park, the owner and operator of Belterra Park, located in Cincinnati, Ohio (collectively, the "Pinnacle Properties"), pursuant to a Membership Interest Purchase Agreement (as amended, the "Pinnacle Purchase Agreement"), dated as of December 17, 2017, as amended as of January 29, 2018 ("Amendment No. 1") and October 15, 2018 ("Amendment No. 2"), in each case by and among Boyd Gaming, Boyd TCIV, LLC, a wholly owned subsidiary of Boyd Gaming ("Boyd TCIV"), Penn National Gaming, Inc. ("Penn"), and, solely following the execution and delivery of a joinder to the Pinnacle Purchase Agreement, Pinnacle Entertainment, Inc. ("Pinnacle Entertainment") and its wholly owned subsidiary, Pinnacle MLS, LLC (collectively with Pinnacle Entertainment, "Pinnacle").

 

Pursuant to the Pinnacle Purchase Agreement, Boyd Gaming acquired from Pinnacle all of the issued and outstanding membership interests of the Pinnacle Properties as well as certain other assets (and assumed certain other liabilities) of Pinnacle related to the Pinnacle Properties (collectively, the "Pinnacle Acquisition"). Each of the Pinnacle Properties is now a wholly owned subsidiary of Boyd Gaming. The Pinnacle Properties are aggregated into our Midwest & South segment (See Note 14, Segment Information). The net purchase price was $576.1 million.

 

Pursuant to the Pinnacle Purchase Agreement, Boyd TCIV entered into a Master Lease, dated October 15, 2018 (the "Master Lease"), with Gold Merger Sub, LLC ("Gold Merger Sub"), as landlord, and Boyd TCIV, as tenant, pursuant to which the landlord agreed to lease to Boyd TCIV the facilities associated with Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Ogle Haus, LLC, a wholly owned subsidiary of Belterra Resort ("Ogle Haus"), commencing on October 15, 2018 and ending on April 30, 2026 as the initial term, with options for renewal.

 

The Pinnacle Acquisition occurred substantially concurrently with the acquisition of Pinnacle Entertainment by Penn pursuant to the Merger Agreement, dated December 17, 2017, by and among Pinnacle Entertainment, Penn and Franchise Merger Sub, Inc., a wholly owned subsidiary of Penn.

 

Concurrently with the Pinnacle Acquisition, Boyd (Ohio) PropCo, LLC, a wholly owned subsidiary of Boyd TCIV ("Boyd PropCo"), acquired the real estate associated with Belterra Park in Cincinnati, Ohio (the "Belterra Park Real Property Sale") utilizing mortgage financing from a subsidiary of Gaming and Leisure Properties, Inc. ("GLPI"), pursuant to a purchase agreement, dated December 17, 2017 ("Belterra Park Purchase Agreement"), by and among Penn, Gold Merger Sub, a wholly owned subsidiary of GLPI, Belterra Park and Pinnacle Entertainment, and a Novation and Amendment Agreement, dated October 15, 2018 (the "Novation Agreement"), by and among Penn, Gold Merger Sub, Boyd PropCo, Belterra Park and Pinnacle Entertainment. Pursuant to the Novation Agreement, Gold Merger Sub, the original purchaser under the Belterra Park Purchase Agreement, assigned, transferred and conveyed to Boyd PropCo and Boyd PropCo accepted Gold Merger Sub’s rights, title and interest in the Belterra Park Purchase Agreement.

 

On May 6, 2020 we entered into an agreement with Gold Merger Sub, a wholly owned subsidiary of GLPI, for the acquisition of Boyd (Ohio) PropCo, LLC, 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 Boyd 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 GLPI’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 Boyd 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 Boyd PropCo by BP OpCo was then paid by Boyd 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 GLPI, subject to the prior receipt of all required governmental approvals. 

 

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Consideration Transferred

The total gross cash consideration paid to acquire the Pinnacle Properties was $615.1 million.

 

Purchase Price Allocation

The Company followed the acquisition method of accounting per FASB Accounting Standards Codification Topic 805 ("ASC 805") guidance. In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance from third-party specialists. The excess of the purchase price over those fair values was recorded as goodwill. The purchase price allocation below represents the Pinnacle Properties opening balance sheet on October 15, 2018, which was reported in our Form 10-K for the annual period ended December 31, 2018. During the measurement period, which ended on September 30, 2019, opening balance sheet adjustments were made to finalize the preliminary fair value estimates, resulting in a $0.4 million decrease in current assets, a $36.7 million decrease in property and equipment, a $39.0 million increase in intangible assets and a $0.2 million decrease in current liabilities, with a corresponding increase of $5.8 million to goodwill. The tax impact related to the measurement period adjustments was considered immaterial to our consolidated financial statements. 

 

The following table presents the components of the allocation of the purchase price as of the acquisition date, including the measurement period adjustments:

 

(In thousands)

 

Final Purchase Price Allocation

 

Current assets

 $64,161 

Property and equipment

  130,306 

Other assets

  (28)

Intangible assets

  454,400 

Total acquired assets

  648,839 
     

Current liabilities

  54,434 

Other liabilities

  57,832 

Total liabilities assumed

  112,266 

Net identifiable assets acquired

  536,573 

Goodwill

  78,560 

Net assets acquired

 $615,133 

 

The following table summarizes the final values assigned to acquired property and equipment and estimated useful lives:

 

(In thousands)

 

Useful Lives (in years)

  

As Recorded

 

Land

    $4,395 

Buildings and improvements

 

15 - 40

   56,054 

Furniture and equipment

 

2 - 10

   69,857 

Property and equipment acquired

    $130,306 

 

The following table summarizes the acquired intangible assets and weighted average useful lives of definite-lived intangible assets.

 

(In thousands)

 

Useful Lives (in years)

  

As Recorded

 

Customer relationship

 4  $42,600 

Trademark

 

Indefinite

   42,300 

Gaming license right

 

Indefinite

   369,500 

Total intangible assets acquired

    $454,400 

 

The goodwill recognized is the excess of the purchase price over the final values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment and is expected to be deductible for income tax purposes.

 

The Company recognized $0.2 million, $2.4 million and $14.5 million of acquisition related costs that were expensed for the years ended December 31, 20202019 and 2018, respectively. These costs are included in the project development, preopening and writedowns line in the consolidated statements of operations.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Condensed Consolidated Statement of Operations for the years ended December 31, 2020 and 2019 and the period from October 15, 2018 through December 31, 2018 

The following supplemental information presents the financial results of the Pinnacle Properties included in the Company's consolidated statement of operations for the years ended December 31, 2020, 2019 and the period from October 15, 2018 through December 31, 2018:

 

          

Period from

 
  

Year Ended

  

Year Ended

  

October 15 to

 

(In thousands)

 

December 31, 2020

  

December 31, 2019

  

December 31, 2018

 
Total revenues $476,188  $671,900  $138,189 
Net income (loss) $(48,878) $59,740  $1,641 

 

Valley Forge Convention Center Partners

On September 17, 2018, we completed the acquisition of Valley Forge, the owner and operator of Valley Forge Casino Resort, pursuant to an Agreement and Plan of Merger (as amended, the "Valley Forge Merger Agreement"), dated as of December 20, 2017, as amended as of September 17, 2018, in each case by and among Boyd, Boyd TCV, LP, a Pennsylvania limited partnership and a wholly owned subsidiary of Boyd ("Boyd TCV"), Valley Forge, and VFCCP SR LLC, a Pennsylvania limited liability company, solely in its capacity as the representative of Valley Forge’s limited partners.

 

Pursuant to the Valley Forge Merger Agreement, Boyd TCV merged with and into Valley Forge (the "Valley Forge Merger"), with Valley Forge surviving the merger. Valley Forge is now a wholly owned subsidiary of Boyd. Valley Forge is a modern casino and hotel in King of Prussia, Pennsylvania that offers premium accommodations, gaming, dining, entertainment and retail services, and is aggregated into our Midwest & South segment (See Note 14, Segment Information). The net purchase price was $264.3 million.

 

Consideration Transferred

The total gross cash consideration paid to acquire Valley Forge was $289.1 million.

 

Purchase Price Allocation

The Company followed the acquisition method of accounting per ASC 805 guidance. In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance from third-party specialists. The excess of the purchase price over those fair values was recorded as goodwill. The purchase price allocation below represents Valley Forge's opening balance sheet on September 17, 2018, which was reported in our Form 10-K for the annual period ended December 31, 2018. During the measurement period, which concluded on September 1, 2019, opening balance sheet adjustments were made to finalize the preliminary fair value estimates, resulting in a $0.6 million decrease in current assets, a $0.6 million increase in property and equipment, a $2.4 million increase in other assets, a $12.0 million decrease in intangible assets and a $9.2 increase in other liabilities, with a corresponding increase of $16.5 million to goodwill. The measurement period adjustments and the related tax impact were immaterial to our consolidated financial statements. 

 

The following table presents the components of the allocation of the purchase price as of the acquisition date, including the measurement period adjustments:

 

(In thousands)

 

Final Purchase Price Allocation

 

Current assets

 $29,280 

Property and equipment

  57,118 

Other assets

  2,872 

Intangible assets

  136,600 

Total acquired assets

  225,870 
     

Current liabilities

  12,968 

Other liabilities

  9,803 

Total liabilities assumed

  22,771 

Net identifiable assets acquired

  203,099 

Goodwill

  85,966 

Net assets acquired

 $289,065 

 

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

The following table summarizes the final values assigned to acquired property and equipment and estimated useful lives:

 

(In thousands)

 

Useful Lives (in years)

  

As Recorded

 

Land

    $15,150 

Buildings and improvements

 

15 - 40

   32,908 

Furniture and equipment

 

2 - 6

   9,060 

Property and equipment acquired

    $57,118 

 

The following table summarizes the acquired intangible assets and weighted average useful lives of definite-lived intangible assets.

 

(In thousands)

 

Useful Lives (in years)

  

As Recorded

 

Customer relationship

 

5

  $16,100 

Trademark

 

Indefinite

   12,500 

Gaming license right

 

Indefinite

   108,000 

Total intangible assets acquired

    $136,600 

 

The goodwill recognized is the excess of the purchase price over the final values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment and is expected to be deductible for income tax purposes.

 

The Company recognized $0.2 million, $0.6 million and $3.6 million of acquisition related costs that were expensed for the years ended December 31, 20202019 and 2018, respectively. These costs are included in the project development, preopening and writedowns line in the consolidated statements of operations.

 

Condensed Consolidated Statement of Operations for the years ended December 31, 2020 and 2019 and the period from September 17, 2018 through December 31, 2018 

The following supplemental information presents the financial results of Valley Forge included in the Company's consolidated statement of operations for the years ended December 31, 2020, 2019 and the period from September 17, 2018 through December 31, 2018:

 

          

Period from

 
  

Year Ended

  

Year Ended

  

September 17 to

 

(In thousands)

 

December 31, 2020

  

December 31, 2019

  

December 31, 2018

 

Total revenues

 $88,699  $168,610  $43,499 

Net income

 $3,342  $31,286  $4,450 

 

Lattner Entertainment Group Illinois

On June 1, 2018, we completed the acquisition of Lattner, a distributed gaming operator headquartered in Ottawa, Illinois, pursuant to an Agreement and Plan of Merger (the "Lattner Merger Agreement") dated as of May 1, 2018, by and among Boyd, Boyd TCVI Acquisition, LLC, a wholly owned subsidiary of Boyd ("Boyd TCVI"), Lattner, and Lattner Capital, LLC, solely in its capacity as the representative of the equity holders of Lattner.

 

Pursuant to the Lattner Merger Agreement, Boyd TCVI merged with and into Lattner (the "Lattner Merger"), with Lattner surviving the Lattner Merger and becoming a wholly owned subsidiary of Boyd. Lattner currently operates approximately 1,100 gaming units in approximately 210 locations across the state of Illinois and is aggregated into our Midwest & South segment (See Note 14, Segment Information). The net purchase price was $100.0 million.

 

Consideration Transferred

The total gross cash consideration paid to acquire Lattner was $110.5 million.

 

Purchase Price Allocation

The Company followed the acquisition method of accounting per ASC 805 guidance. In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance from third-party specialists. The excess of the purchase price over those fair values was recorded as goodwill. The purchase price allocation below represents Lattner's opening balance sheet on June 1, 2018, which was reported in our Form 10-K for the annual period ended December 31, 2018. During the measurement period, which concluded on March 31, 2019, opening balance sheet adjustments were made to finalize the preliminary fair value estimates, resulting in a $0.2 million increase in property and equipment, a $1.0 million increase in other assets, with a corresponding decrease of $1.2 million to goodwill. The measurement period adjustments and the related tax impact were immaterial to our consolidated financial statements. 

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

The following table presents the components of the allocation of the purchase price as of the acquisition date, including the measurement period adjustments:

 

(In thousands)

 

Final Purchase Price Allocation

 

Current assets

 $10,638 

Property and equipment

  9,496 

Other assets

  2,933 

Intangible and other assets

  58,000 

Total acquired assets

  81,067 
     

Current liabilities

  1,062 

Total liabilities assumed

  1,062 

Net identifiable assets acquired

  80,005 

Goodwill

  30,529 

Net assets acquired

 $110,534 

 

The following table summarizes the final values assigned to acquired property and equipment and estimated useful lives:

 

(In thousands)

 

Useful Lives (in years)

 

As Recorded

 

Buildings and improvements

 

10 - 45

 $66 

Furniture and equipment

 

3 - 7

  9,430 

Property and equipment acquired

   $9,496 

 

The following table summarizes the acquired intangible asset and weighted average useful lives of the definite-lived intangible asset.

 

(In thousands)

 

Useful Lives (in years)

 

As Recorded

 

Host agreements

 

15

 $58,000 

Total intangible assets acquired

   $58,000 

 

The goodwill recognized is the excess of the purchase price over the final values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment and is expected to be deductible for income tax purposes.

 

The Company recognized $0.4 million and $0.7 million of acquisition related costs that were expensed for the year ended December 31, 2019 and 2018, respectively. There were 0 acquisition related costs for the year ended December 31, 2020. These costs are included in the project development, preopening and writedowns line in the consolidated statements of operations.

 

We have not provided the amount of revenue and earnings included in our consolidated financial results from the Lattner acquisition for the period subsequent to its acquisition as such amounts are not material for the years ended December 31, 2020 and 2019 and the period from June 1, 2018 through December 31, 2018.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Supplemental Unaudited Pro Forma Information

The following table presents pro forma results of the Company, as though Lattner, Valley Forge and the Pinnacle Properties (the "Acquired Companies") had been acquired as of January 1, 2017. The pro forma results do not necessarily represent the results that may occur in the future. The pro forma amounts include the historical operating results of the Company, Lattner, Valley Forge and the Pinnacle Properties, prior to the acquisition, with adjustments directly attributable to the acquisitions.

 

  

Year Ended December 31, 2018

 

(In thousands)

 

Boyd Gaming Corporation (As Reported)

  

Acquired Companies

  

Boyd Gaming Corporation (Pro Forma)

 

Total revenues

 $2,626,730  $666,928  $3,293,658 

Net income from continuing operations, net of tax

 $114,701  $16,589  $131,290 

Basic net income per share

 $1.01      $1.15 

Diluted net income per share

 $1.00      $1.14 

 

Pro Forma and Other Adjustments

The unaudited pro forma results, as presented above, include adjustments to record: (i) rent expense under the Master Lease; (ii) the net incremental depreciation expense for the adjustment of property and equipment to fair value and the allocation of a portion of the purchase price to amortizing intangible assets; (iii) the increase in interest expense incurred on the incremental borrowings incurred by Boyd to fund the acquisition along with the Belterra Park Mortgage; (iv) the estimated tax effect of the pro forma adjustments and on the historical taxable income of the Acquired Companies; and (v) miscellaneous adjustments as a result of the preliminary purchase price allocation on the amortization of certain assets and liabilities.

 

Divestiture of Eldorado

On December 10, 2020, Boyd Gaming completed the sale of the Eldorado Casino in Henderson, Nevada. The gain from the sale of this property is included in the project development, preopening and writedowns line in the consolidated statement of operations.

 

Divestiture of Borgata

On August 1, 2016, Boyd Gaming completed the sale of its 50% equity interest in the parent company of Borgata in Atlantic City, New Jersey, to MGM Resorts, 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. During the year ended December 31, 2018, we recognized $0.3 million in income, net of tax, for the cash received for our share of miscellaneous recoveries realized by Borgata during that period, which are included in discontinued operations in the consolidated financial statements.

 

67

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

 

NOTE 3.    PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

 

  

December 31,

 

(In thousands)

 

2020

  

2019

 

Land

 $346,485  $324,501 

Buildings and improvements

  3,074,896   3,090,974 

Furniture and equipment

  1,609,637   1,596,395 

Riverboats and barges

  241,043   241,036 

Construction in progress

  43,883   56,069 

Total property and equipment

  5,315,944   5,308,975 

Less accumulated depreciation

  (2,790,057)  (2,636,422)

Property and equipment, net

 $2,525,887  $2,672,553 

 

Construction in progress primarily relates to costs capitalized in conjunction with major improvements that have not yet been placed into service, and accordingly, such costs are not currently being depreciated.

 

Depreciation expense for the years ended December 31, 20202019 and 2018 was $261.7 million, $247.0 million and $212.1 million, respectively.

 

 

NOTE 4.    INTANGIBLE ASSETS

Intangible assets consist of the following:

 

  

December 31, 2020

 
  

Weighted

  

Gross

      

Accumulated

     
  

Useful Life

  

Carrying

  

Accumulated

  

Impairment

  

Intangible

 

(In thousands)

 

Remaining (in years)

  

Value

  

Amortization

  

Losses

  

Assets, Net

 

Amortizing intangibles

                   

Customer relationships

 2.5  $68,100  $(55,062) $0  $13,038 

Host agreements

 12.4   58,000   (9,989)  0   48,011 

Development agreement

    21,373   0   0   21,373 
      147,473   (65,051)  0   82,422 
                    

Indefinite lived intangible assets

                   

Trademarks

 

Indefinite

   204,000   0   (24,800)  179,200 

Gaming license rights

 

Indefinite

   1,376,685   (33,960)  (222,174)  1,120,551 
      1,580,685   (33,960)  (246,974)  1,299,751 

Balances, December 31, 2020

    $1,728,158  $(99,011) $(246,974) $1,382,173 

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

  

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) $0  $28,502 

Host agreements

 13.4   58,000   (6,122)  0   51,878 

Development agreement

    21,373   0   0   21,373 
      147,473   (45,720)  0   101,753 
                    

Indefinite lived intangible assets

                   

Trademarks

 

Indefinite

   206,687   0   (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 

 

Amortizing Intangible Assets

Customer Relationships

Customer relationships represent the value of repeat business associated with our customer loyalty programs. The value of customer relationships is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these customers, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: revenue of our rated customers, based on expected level of play; promotional allowances provided to these existing customers; attrition rate related to these customers; operating expenses; general and administrative expenses; trademark expense; discount rate; and the present value of tax benefit.

 

Host Agreements

Host agreements represent the value associated with our host establishment relationships. The value of host agreements is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these establishments, discounted to present value at a risk-adjusted rate of return.

 

Development Agreement

Development agreement is an acquired contract with Wilton Rancheria under which the Company has the right to assist Wilton Rancheria in the development and management of a gaming facility on the Wilton Rancheria's land. The design and project budget have been finalized and Wilton Rancheria has secured third-party financing. This asset, although amortizable, is not amortized until development is completed. In the interim, this asset is subject to periodic impairment reviews.

 

Indefinite Lived Intangible Assets

Trademarks

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademark, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the trade name. We used the following significant projections and assumptions to determine value under the relief from royalty method: revenue from gaming and hotel activities; royalty rate; tax expense; terminal growth rate; discount rate; and the present value of tax benefit.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Gaming License Rights

Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. In the majority of cases, the value of our gaming licenses is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to future gaming revenue, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: gaming revenues; gaming operating expenses; general and administrative expenses; tax expense; terminal value; and discount rate. In two instances, we determine the value of our gaming licenses by applying a cost approach. Our primary consideration in the application of this methodology is the initial statutory fee associated with acquiring a gaming license in the jurisdiction.

 

Activity for the Years Ended December 31, 20202019 and 2018

The following table sets forth the changes in these intangible assets:

 

(In thousands)

 

Customer Relationships

  

Host Agreements

  

Favorable Lease Rates

  

Development Agreement

  

Trademarks

  

Gaming License Rights

  

Intangible Assets, Net

 

Balance, January 1, 2018

 $5,930  $0  $8,655  $21,373  $147,587  $659,401  $842,946 

Additions

  56,000   58,000   0   0   55,500   468,350   637,850 

Amortization

  (11,643)  (2,256)  (227)  0         (14,126)

Balance, December 31, 2018

  50,287   55,744   8,428   21,373   203,087   1,127,751   1,466,670 

Purchase price adjustments

  2,700   0   0   0   (700)  35,000   37,000 

Amortization

  (24,485)  (3,866)  0   0         (28,351)

Other (1)

  0   0   (8,428)  0         (8,428)

Balance, December 31, 2019

  28,502   51,878   0   21,373   202,387   1,162,751   1,466,891 

Impairments

  0   0   0   0   (20,500)  (42,200)  (62,700)
Amortization  (15,464)  (3,867)  0   0         (19,331)
Other (2)  0   0   0   0   (2,687)  0   (2,687)

Balance, December 31, 2020

 $13,038  $48,011  $0  $21,373  $179,200  $1,120,551  $1,382,173 

 

(1) The remaining balance of the favorable lease rates intangible asset was reclassified and added to the operating lease right-of-use asset upon the adoption of the Lease Standard effective January 1, 2019.

(2) A domain rights asset was written off in second quarter 2020.

 

70

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Future Amortization

Customer relationships are being amortized on an accelerated basis over a weighted average original life of five years. Host agreements are being amortized on a straight-line basis over an original life of 15 years. Future amortization is as follows:

 

(In thousands)

 

Customer Relationships

  

Host Agreements

  

Total

 

For the year ending December 31,

            

2021

 $8,737  $3,867  $12,604 

2022

  3,322   3,867   7,189 

2023

  939   3,867   4,806 

2024

  40   3,867   3,907 

2025

  0   3,867   3,867 

Thereafter

  0   28,676   28,676 

Total future amortization

 $13,038  $48,011  $61,049 

 

Trademarks and gaming license rights are not subject to amortization, as we have determined that they have an indefinite useful life; however, these assets are subject to an annual impairment test each year and between annual test dates in certain circumstances.

 

Impairment Considerations

The Company recorded impairment charges of $16.9 million for trademarks, of which $8.0 million related to our Las Vegas Locals segment and $8.9 million related to our Midwest & South segment, and $42.2 million for gaming license rights related to our Midwest & South segment as part of the first quarter 2020 impairment review. An additional trademark impairment charge of $3.6 million, of which $2.5 million related to the Las Vegas Locals segment and $1.1 million related to the Midwest & South segment, was recorded as part of the annual 2020 impairment test. No impairment charges resulted from our quarterly reviews or annual tests of intangible assets for impairment in 2019 and 2018.

 

 

NOTE 5.     GOODWILL

Goodwill consists of the following:

 

(In thousands)

 

Gross Carrying Value

  

Accumulated Amortization

  

Accumulated Impairment Losses

  

Goodwill, Net

 

Goodwill, net by Reportable Segment:

                

Las Vegas Locals

 $593,567  $0  $(188,079) $405,488 

Downtown Las Vegas

  6,997   (6,134)  0   863 

Midwest & South

  666,798   0   (101,862)  564,936 

Balance, December 31, 2020

 $1,267,362  $(6,134) $(289,941) $971,287 

 

Changes in Goodwill

During the year ended December 31, 2020, we recorded impairment charges of $22.6 million to our Las Vegas Locals segment and $89.4 million to our Midwest & South segment. During the year ended December 31, 2019, we recorded $21.2 million of goodwill in our Midwest & South segment related to the Acquired Companies as the acquisition accounting was finalized in 2019 (see Note 2, Acquisitions and Divestitures). During the year ended December 31, 2018, we recorded $173.9 million of goodwill in our Midwest & South segment related to the Acquired Companies. 

 

71

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

The following table sets forth the changes in our goodwill, net, during the years ended December 31, 20202019 and 2018.

 

(In thousands)

 

Goodwill, Net

 

Balance, January 1, 2018

 $888,224 

Additions

  173,878 

Balance, December 31, 2018

  1,062,102 

Final purchase price adjustments

  21,185 

Balance, December 31, 2019

  1,083,287 

Impairments

  (112,000)

Balance, December 31, 2020

 $971,287 

 

 

NOTE 6.    ACCRUED LIABILITIES

Accrued liabilities consist of the following:

 

  

December 31,

  

December 31,

 

(In thousands)

 

2020

  

2019

 

Payroll and related expenses

 $73,802  $99,602 

Interest

  36,055   32,239 

Gaming liabilities

  72,655   64,465 

Player loyalty program liabilities

  27,935   32,983 

Advance deposits

  16,037   22,854 

Outstanding chip liabilities

  6,021   7,394 

Dividend payable

  0   7,808 

Operating lease liabilities

  90,478   87,686 

Other accrued liabilities

  73,436   83,865 

Total accrued liabilities

 $396,419  $438,896 

 

 

NOTE 7.    LONG-TERM DEBT

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

 

  

December 31, 2020

 
  

Interest

          

Unamortized

     
  Rates at          Origination     
  

December 31,

  

Outstanding

  

Unamortized

  

Fees and

  

Long-Term

 

(In thousands)

 

2020

  

Principal

  

Discount

  

Costs

  

Debt, Net

 

Bank credit facility

 2.486% $896,185  $(472) $(12,924) $882,789 

6.375% senior notes due 2026

 6.375%  750,000   0   (6,947)  743,053 

6.000% senior notes due 2026

 6.000%  700,000   0   (7,849)  692,151 
4.750% senior notes due 2027 4.750%  1,000,000   0   (13,636)  986,364 
8.625% senior notes due 2025 8.625%  600,000   0   (10,512)  589,488 

Other

 6.137%  3,638   0   0   3,638 

Total long-term debt

     3,949,823   (472)  (51,868)  3,897,483 

Less current maturities

     30,740   0   0   30,740 

Long-term debt, net

    $3,919,083  $(472) $(51,868) $3,866,743 

 

72

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

  

December 31, 2019

 
  

Interest

          

Unamortized

     
  Rates at          Origination     
  

December 31,

  

Outstanding

  

Unamortized

  

Fees and

  

Long-Term

 

(In thousands)

 

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   0   (9,244)  690,756 

4.750% senior notes due 2027

 4.750%  1,000,000   0   (15,584)  984,416 

Other

 11.138%  58,322   0   0   58,322 

Total long-term debt

     3,813,956   (671)  (47,354)  3,765,931 

Less current maturities

     26,994   0   0   26,994 

Long-term debt, net

    $3,786,962  $(671) $(47,354) $3,738,937 

 

Bank Credit Facility

Credit Agreement

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-19 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.

 

73

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Amounts Outstanding

The outstanding principal amounts under the Credit Facility are comprised of the following:

 

  

December 31,

  

December 31,

 

(In thousands)

 

2020

  

2019

 

Revolving Credit Facility

 $0  $235,000 

Term A Loan

  133,796   234,300 

Refinancing Term B Loans

  762,389   795,034 

Swing Loan

  0   41,300 

Total outstanding principal amounts under the bank credit facility

 $896,185  $1,305,634 

 

The Revolving Credit Facility, the Term A Loan and Refinancing Term B Loans mature on September 15, 2023 (or earlier upon occurrence or non-occurrence of certain events). 

 

With a total revolving credit commitment of $1,033.7 million available under the bank credit facility, 0 borrowings outstanding on the Revolving Credit Facility and on the Swing Loan and $12.6 million allocated to support various letters of credit, there is a remaining contractual availability of $1,021.1 million at December 31, 2020.

 

Interest and Fees

The interest rate on the outstanding balance from time to time of the Revolving Credit Facility and the Term A Loan 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 a specified pricing grid based on the total leverage ratio and ranges from 1.75% to 2.75% (if using the Eurodollar rate) and from 0.75% to 1.75% (if using the base rate). A fee of a percentage per annum (which ranges from 0.25% to 0.50% determined in accordance with a specified pricing grid based on the total leverage ratio) will be payable on the unused portions of the Revolving Credit Facility.

 

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).

 

The "base rate" under the Credit Agreement remains the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate plus 0.50%, or (z) the Eurodollar rate for a one-month period plus 1.00%.

 

Optional and Mandatory Prepayments

Pursuant to the terms of the Credit Facility (i) the loans under the Term A Loan amortizes in an annual amount equal to 5.00% of the original principal amount thereof, commencing December 31, 2020, payable on a quarterly basis, increasing to 10.00% per year for the fiscal quarter ended June 30, 2021 and September 30, 2021 and 20.00% per year for the fiscal quarter ended December 31, 2021 and thereafter, (ii) the loans under the Refinancing Term B Loans amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing June 30, 2017, payable on a quarterly basis, and (iii) beginning with the fiscal year ending December 31, 2016, the Company is required to use a portion of its annual Excess Cash Flow, as defined in the Credit Agreement, to prepay loans outstanding under the Credit Facility.

 

Amounts outstanding under the Amendment No. 4 may be prepaid without premium or penalty, and the commitments may be terminated without penalty, subject to certain exceptions.

 

Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the Credit Facility in connection with certain asset sales and issuances of certain additional secured indebtedness.

 

Guarantees and Collateral

The Company's obligations under the Credit Facility, subject to certain exceptions, are guaranteed by certain of the Company's subsidiaries and are secured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors will grant the administrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under the Credit Facility.

 

The Credit Facility includes an accordion feature which permits an increase in the Revolving Credit Facility and the issuance and increase of senior secured term loans in an amount up to (i) $550.0 million, plus (ii) certain voluntary permanent reductions of the Revolving Credit Facility and certain voluntary prepayments of the senior secured term loans, plus (iii) certain reductions in the outstanding principal amounts under the term loans or the Revolving Credit Facility, plus (iv) any additional amount if, after giving effect thereto, the First Lien Leverage Ratio (as defined in the Credit Agreement) would not exceed 4.25 to 1.00 on a pro forma basis, less (v) any Incremental Equivalent Debt (as defined in the Credit Agreement), in each case, subject to the satisfaction of certain conditions. Per Amendment No. 3, this feature is temporarily suspended during the Covenant Relief Period.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Financial and Other Covenants

The Credit Facility contains certain financial and other covenants, including, without limitation, various covenants: (i) requiring the maintenance of a minimum consolidated interest coverage ratio 1.75 to 1.00; (ii) establishing a maximum permitted consolidated total leverage ratio (discussed below); (iii) establishing a maximum permitted secured leverage ratio (discussed below); (iv) imposing limitations on the incurrence of indebtedness; (v) imposing limitations on transfers, sales and other dispositions; and (vi) imposing restrictions on investments, dividends and certain other payments.

 

The maximum permitted consolidated Total Leverage Ratio, during the Covenant Relief Period, is calculated as Consolidated Funded Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Agreement. The following table provides our maximum Total Leverage Ratio during the remaining term of the Credit Facility:

 

  

Maximum Total

 

For the Trailing Four Quarters Ending

 

Leverage Ratio

 
March 31, 2020 through December 31, 2020 6.00to1.00 
March 31, 2021 5.75to1.00 

June 30, 2021 through December 31, 2021

 7.75to1.00 
March 31, 2022 7.00to1.00 
June 30, 2022 6.75to1.00 
September 30, 2022 6.50to1.00 

December 31, 2022

 6.00to1.00 

March 31, 2023 and thereafter

 5.50to1.00 

 

The maximum permitted Secured Leverage Ratio is calculated as Secured Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Agreement, and is to be greater than 3.50 to 1.00.

 

Current Maturities of Our Indebtedness

We classified certain non-extending balances under our Credit Facility as a current maturity, as such amounts come due within the next twelve months.

 

Senior Notes

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.

 

The 8.625% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the indenture governing the 8.625% Notes, the "8.625% Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the 8.625% Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 8.625% Notes at a price equal to 101% of the principal amount of the 8.625% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the 8.625% Indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the 8.625% Notes.

 

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"). The 4.750% Notes require semi-annual interest payments on June 1 and December 1 of each year, commencing on June 1, 2020. The 4.750% Notes will mature on December 1, 2027 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 4.750% Notes were used to finance the redemption of all of our outstanding 6.875% senior notes due in 2023 and prepay a portion of our Refinancing Term B Loan.

 

In conjunction with the issuance of the 4.750% Notes, we incurred approximately  $15.7 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Notes using the effective interest method.
 

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

The 4.750% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the indenture governing the 4.750% Notes, the "4.750% Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the 4.750% Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 4.750% Notes at a price equal to 101% of the principal amount of the 4.750% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the 4.750% Indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the 4.750% Notes.

 

At any time prior to December 1, 2022, we may redeem the 4.750% 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 December 1, 2022, we may redeem all or a portion of the 4.750% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 102.375% in 2022 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest.

 

In connection with the private placement of the 4.750% Notes, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the Securities and Exchange Commission (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.

 

6.000% Senior Notes due August 2026

On June 25, 2018, we issued $700.0 million aggregate principal amount of 6.000% senior notes due August 2026 (the "6.000% Notes"). The 6.000% Notes require semi-annual interest payments on February 15 and August 15 of each year, commencing on August 15, 2018. The 6.000% Notes will mature on August 15, 2026 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 or will be, as applicable, 100% owned by us. The net proceeds from the debt issuance were ultimately used to fund the acquisitions of Valley Forge and the four Pinnacle properties.

 

In conjunction with the issuance of the 6.000% Notes, we incurred approximately $11.3 million in debt financing costs that have been deferred and are being amortized over the term of the 6.000% Notes using the effective interest method.

 

The 6.000% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the indenture governing the 6.000% Notes, the "6.000% Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the 6.000% Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.000% Notes at a price equal to 101% of the principal amount of the 6.000% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the 6.000% Indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the 6.000% Notes.

 

At any time prior to August 15, 2021, we may redeem the 6.000% 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 (as defined in the indenture governing the 6.000% Notes), if any, up to, but excluding, the applicable redemption date, plus a make-whole premium. On or after August 15, 2021, we may redeem all or a portion of the 6.000% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date.

 

6.375% Senior Notes due April 2026

On March 28, 2016, we issued $750.0 million aggregate principal amount of 6.375% senior notes due April 2026 (the "6.375% Notes"). The 6.375% Notes require semi-annual interest payments on April 1 and October 1 of each year, commencing on October 1, 2016. The 6.375% Notes will mature on April 1, 2026 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. Net proceeds from the 6.375% Notes were used to pay down the outstanding amount under the Revolving Credit Facility and the balance was deposited in money market funds and classified as cash equivalents on the consolidated balance sheets.

 

In conjunction with the issuance of the 6.375% Notes, we incurred approximately $13.0 million in debt financing costs that have been deferred and are being amortized over the term of the 6.375% Notes using the effective interest method.

 

76

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

The 6.375% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the 6.375% Notes, together, the "6.375% Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the 6.375% Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.375% Notes at a price equal to 101% of the principal amount of the 6.375% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the 6.375% Indenture), if any, to, but not including, the date of purchase. If we sell assets or experience an event of loss, as defined in the 6.375% Indenture, we will be required under certain circumstances to offer to purchase the 6.375% Notes.

 

At any time prior to April 1, 2021, we may redeem the 6.375% 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 April 1, 2021, we may redeem all or a portion of the 6.375% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103.188% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest.

 

Redemption of 6.875% Senior Notes due May 2023

On December 3, 2019, we redeemed all of our 6.875% senior notes due May 2023 (the "6.875% Notes") at a redemption price of 103.438% plus accrued and unpaid interest to the redemption date. The redemption was funded through the issuance of the 4.750% Notes. The Company used borrowings under its revolving credit facility to pay the redemption premium accrued and unpaid interest, fees, expenses and commissions related to this redemption.

 

Other Notes

On October 15, 2018, Boyd completed the acquisition of the Pinnacle Properties. Concurrently with the acquisition, Boyd PropCo, acquired the real estate associated with Belterra Park in Cincinnati, Ohio (the "Belterra Park Real Property Sale") utilizing mortgage financing from a subsidiary of GLPI, pursuant to the Belterra Park Purchase Agreement, and a Novation Agreement. Pursuant to the Novation Agreement, Gold Merger Sub, the original purchaser under the Belterra Park Purchase Agreement, assigned, transferred and conveyed to Boyd PropCo and Boyd PropCo accepted Gold Merger Sub’s rights, title and interest in the Belterra Park Purchase Agreement ("Belterra Park Note").

 

The total Belterra Park Note payable to Gold Merger Sub was $57.7 million. The Belterra Park Note provides for interest at a per annum for any monthly period equal to (a) the sum of (i) the building base rent, as defined in the master lease agreement, payable for such period annualized, plus (ii) the land base rent, as defined in the master lease agreement, payable for such period annualized, plus (iii) the percentage rent, as defined in the master lease agreement, payable for such period annualized divided by (b) the outstanding principal balance of this Belterra Park Note, divided by (c) the number twelve. Interest payments are due monthly with a balloon payment for the outstanding principal due at the maturity date. The maturity date is the earlier to occur of (a) the expiration of the master lease term and (b) the termination of the master lease agreement.

 

On May 6, 2020 we entered into an agreement with Gold Merger Sub, a wholly owned subsidiary of GLPI, for the acquisition of Boyd (Ohio) PropCo, LLC, the entity that owns 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 Boyd PropCo via a 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 Note and mortgage executed in connection with GLPI’s initial financing of our acquisition of the Real Estate in October 2018. 

 

Prior to the Merger, BP OpCo, which owns the business operations of Belterra Park, leased the Real Estate from Boyd 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 Boyd PropCo by BP OpCo was then paid by Boyd 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 GLPI 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 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 year ended December 31, 2020, the cost and operating cash flow outflow related to the lease was $3.9 million.

 

Loss on Early Extinguishments and Modifications of Debt

The components of the loss on early extinguishments and modifications of debt are as follows:

 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Boyd Gaming Credit Facility debt modification fees

 $984  $3,072  $61 

Amendment No. 3 and 4

  807   0   0 
6.875% Senior Notes premium and consent fees  0   25,785   0 
6.875% Senior Notes deferred finance charges  0   6,092   0 

Total loss on early extinguishments and modifications of debt

 $1,791  $34,949  $61 

 

Covenant Compliance

As of December 31, 2020, we believe that we were in compliance with the financial and other covenants of our debt instruments.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

The indentures governing the notes issued by the Company contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Company's consolidated EBITDA to fixed charges, including interest) for the Company's 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, the Company may still borrow under its existing credit facility. At December 31, 2020, the available borrowing capacity under our Credit Facility was $1,021.1 million.

 

Scheduled Maturities of Long-Term Debt

The scheduled maturities of long-term debt are as follows:

 

(In thousands)

 

Total

 

For the year ending December 31,

    

2021

 $30,740 

2022

  41,639 

2023

  827,444 
2024  0 

2025

  600,000 

Thereafter

  2,450,000 

Total outstanding principal of long-term debt

 $3,949,823 

 

 

NOTE 8.    INCOME TAXES

Deferred Income Tax Assets and Liabilities

Deferred income tax assets and liabilities are provided to record the effects of temporary differences between the tax basis of an asset or liability and its amount as reported in our consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years.

 

The components comprising our deferred income tax assets and liabilities are as follows:

 

  

December 31,

 

(In thousands)

 

2020

  

2019

 

Deferred income tax assets

        

Federal net operating loss carryforwards

 $117,564  $95,861 

State net operating loss carryforwards

  68,925   67,357 
Operating lease liability  199,083   198,800 

Share-based compensation

  11,276   15,029 

Other

  60,895   60,540 

Gross deferred income tax assets

  457,743   437,587 

Valuation allowance

  (50,548)  (41,281)

Deferred income tax assets, net of valuation allowance

  407,195   396,306 
         

Deferred income tax liabilities

        

Difference between book and tax basis of property and intangible assets

  295,343   311,365 

State tax liability

  41,028   45,314 
Right of use asset  195,038   194,874 

Other

  6,838   7,448 

Gross deferred income tax liabilities

  538,247   559,001 

Deferred income tax liabilities, net

 $131,052  $162,695 

 

At December 31, 2020, we have unused federal general business tax credits of approximately $15.6 million which may be carried forward or used until expiration beginning in 2036. We have a federal income tax net operating loss of approximately $559.8 million, which may be carried forward or used until expiration beginning in 2034, assuming no significant change in ownership. We also have state income tax net operating loss carryforwards of approximately $1,088.5 million, which may be used to reduce future state income taxes. The state net operating loss carryforwards will expire in various years ranging from 2021 to 2040, if not fully utilized.

 

Valuation Allowance on Deferred Tax Assets

Management assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. In evaluating our ability to recover deferred tax assets, we consider whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

We have maintained a valuation allowance against certain federal and state deferred tax assets as of December 31, 2020 due to uncertainties related to our ability to realize the tax benefits associated with these assets. The balance of this valuation allowance is $50.5 million as of December 31, 2020. This is an increase of $9.2 million from the prior year resulting from current year losses. In assessing the need to establish a valuation allowance, we consider, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. Valuation allowances are evaluated periodically and subject to change in future reporting periods as a result of changes in the factors noted above.

 

Provision (Benefit) for Income Taxes

A summary of the provision (benefit) for income taxes is as follows:

 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Current

            

Federal

 $0  $0  $(584)

State

  (58)  3,475   5,897 

Total current taxes provision (benefit)

  (58)  3,475   5,313 

Deferred

            

Federal

  (35,231)  44,877   29,434 

State

  (1,025)  (3,862)  5,584 

Total deferred taxes provision (benefit)

  (36,256)  41,015   35,018 

Provision (benefit) for income taxes from continuing operations

 $(36,314) $44,490  $40,331 
             

Provision (benefit) for income taxes included on the consolidated statement of operations

            

Provision (benefit) for income taxes from continuing operations

 $(36,314) $44,490  $40,331 

Provision for income taxes from discontinued operations

  0   0   136 

Provision (benefit) for income taxes from continuing operations and discontinued operations

 $(36,314) $44,490  $40,467 

 

The following table provides a reconciliation between the federal statutory rate and the effective income tax rate, expressed as a percentage of income (loss) from continuing operations before income taxes:

 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Tax at federal statutory rate

  21.0%  21.0%  21.0%

State income taxes, net of federal benefit

  0.5%  (0.2)%  5.9%

Compensation-based credits

  0.6%  (1.2)%  (1.9)%

Nondeductible expenses

  (0.4)%  0.4%  0.7%

Tax exempt interest

  0.2%  (0.2)%  (0.2)%

Company provided benefits

  (1.3)%  1.6%  0.1%

Other, net

  0.6%  0.4%  0.4%

Effective tax rate

  21.2%  21.8%  26.0%

 

Our tax benefit for the year ended December 31, 2020 was favorably impacted by state audit settlements in connection with our Louisiana tax examinations and the realization of certain unrecognized tax benefits, inclusive of the reversal of related accrued interest. Our tax benefit was also favorably impacted by benefits related to equity compensation and tax credits and unfavorably impacted by nondeductible expenses.

 

Our tax provision for the year ended December 31, 2019 was favorably impacted by benefits related to equity compensation and tax credits and unfavorably impacted by non-deductible expenses.

 

Our tax provision for the year ended December 31, 2018 was unfavorably impacted by state taxes and certain nondeductible expenses which were partially offset by utilization of tax credits.

 
Status of Examinations

We generated net operating losses on our federal income tax returns for years 2011 through 2013. These returns remain subject to federal examination until the statute of limitations expires for the year in which the net operating losses are utilized.

 

We are also currently under examination for various state income tax matters. As it relates to our material state returns, we are subject to examination for tax years ended on or after December 31, 2011. The statute of limitations will expire over the period October 2021 through October 2024.

 

We believe that we have adequately reserved for any tax liability; however, the ultimate resolution of these examinations may result in an outcome that is different than our current expectation. We do not believe the ultimate resolution of these examinations will have a material impact on our consolidated financial statements.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Other Long-Term Tax Liabilities

The impact of an uncertain income tax position taken in our income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. Our liability for uncertain tax positions is recorded as other long-term tax liabilities in our consolidated balance sheets.

 

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Unrecognized tax benefit, beginning of year

 $2,482  $2,482  $2,482 

Additions:

            

Tax positions related to current year

  0   0   0 

Reductions:

            

Tax positions related to prior years

  (2,482)  0   0 

Unrecognized tax benefit, end of year

 $0  $2,482  $2,482 

 

During the third quarter of 2020, we settled our Louisiana tax audits for the years ended 2001 through 2009. As a result of the resolution of theses audits, we reduced our unrecognized tax benefits by $2.5 million of which $2.0 million impacted our effective tax rate. We reversed the accrual of interest related to unrecognized tax benefits in our income tax provision. There is 0 accrual required for interest and penalties at December 31, 2020. We accrued $1.1 million of interest and penalties at December 31, 2019 in our consolidated balance sheet.

 

We do not anticipate any material changes to our unrecognized tax benefits over the next twelve-month period.

 

 

NOTE 9.    COMMITMENTS AND CONTINGENCIES

Commitments

Capital Spending and Development

We continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements.

 

Kansas Management Contract

As part of the Kansas Management Contract approved by the Kansas Racing and Gaming Commission on January 11, 2011, Kansas Star committed to donate $1.5 million each year to support education in the local area in which Kansas Star operates for the duration of the Kansas Management Contract. We have made all distributions under this commitment as scheduled and such related expenses are recorded in Selling, general and administrative expenses on the consolidated statements of operations.

 

Mulvane Development Agreement

On March 7, 2011, Kansas Star entered into a Development Agreement with the City of Mulvane ("Mulvane Development Agreement") related to the provision of water, sewer, and electrical utilities to the Kansas Star site. This agreement sets forth certain parameters governing the use of public financing for the provision of such utilities, through the issuance of general obligation bonds by the City of Mulvane, paid for through the imposition of a special tax assessment on the Kansas Star site payable over 15 years in an amount equal to the City’s full obligations under the general obligation bonds. 

 

All infrastructure improvements to the Kansas Star site under the Mulvane Development Agreement are complete and the City of Mulvane issued $19.7 million in general obligation bonds related to these infrastructure improvements. At both December 31, 2020 and 2019, under the Mulvane Development Agreement, Kansas Star recorded $1.6 million, which is included in accrued liabilities on the consolidated balance sheets and at December 31, 2020 and 2019, $5.9 million, net of a $2.0 million discount, and $6.7 million, net of a $2.5 million discount, respectively, which is recorded as a long-term obligation in other liabilities on the consolidated balance sheets. Interest costs are expensed as incurred and the discount will be amortized to interest expense over the term of the special tax assessment ending in 2028. Kansas Star's special tax assessment related to these bonds is approximately $1.6 million annually. Payments under the special tax assessment are secured by irrevocable letters of credit of $5.0 million issued by the Company in favor of the City of Mulvane, representing an amount equal to three times the annual special assessment tax imposed on Kansas Star.

 

Contingent Payments

In connection with securing the Kansas Management Contract, Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star’s earnings before interest expense, taxes, depreciation and amortization ("EBITDA") each month for a period of 10 years commencing December 20, 2011.

 

Minimum Assessment Agreement

In 2007, Diamond Jo Dubuque entered into a Minimum Assessment Agreement with the City of Dubuque (the "City"). Under the Minimum Assessment Agreement, Diamond Jo Dubuque and the City agreed to a minimum taxable value related to the new casino of $57.9 million. Diamond Jo Dubuque agreed to pay property taxes to the City based on the actual taxable value of the casino, but not less than the minimum taxable value. Scheduled payments of principal and interest on the City Bonds will be funded through Diamond Jo Dubuque's payment obligations under the Minimum Assessment Agreement. Diamond Jo Dubuque is also obligated to pay any shortfall should property taxes be insufficient to fund the principal and interest payments on the City Bonds.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Interest costs under the Minimum Assessment Agreement obligation are expensed as incurred. As of December 31, 2020 and 2019, the remaining obligation under the Minimum Assessment Agreement was $1.9 million at each date, which was recorded in accrued liabilities on the consolidated balance sheets and $12.7 million, net of a $2.2 million discount, and $13.1 million, net of a $2.3 million discount, respectively, which was recorded as a long-term obligation in other liabilities on the consolidated balance sheets. The discount will be amortized to interest expense over the life of the Minimum Assessment Agreement. Total minimum payments by Diamond Jo Dubuque under the Minimum Assessment Agreement are approximately $1.9 million per year through 2036.

 

Public Parking Facility Agreement

Diamond Jo Dubuque has an agreement with the City for use of the public parking facility adjacent to Diamond Jo Dubuque's casino and owned and operated by the City (the "Parking Facility Agreement"). The Parking Facility Agreement calls for: (i) the payment by the Company for the reasonable and necessary actual operating costs incurred by the City for the operation, security, repair and maintenance of the public parking facility; and (ii) the payment by the Company to the City of $80 per parking space in the public parking facility per year, subject to annual increases based on any increase in the Consumer Price Index, which funds will be deposited into a special sinking fund and used by the City for capital expenditures necessary to maintain the public parking facility. Operating costs of the parking facility incurred by Diamond Jo Dubuque are expensed as incurred. Deposits to the sinking fund are recorded as other assets. When the sinking fund is used for capital improvements, such amounts are capitalized and amortized over their remaining useful life.

 

Iowa Qualified Sponsoring Organization Agreements

Diamond Jo Dubuque and Diamond Jo Worth are required to pay their respective qualified sponsoring organization, who hold a joint gaming license with Diamond Jo Dubuque and Diamond Jo Worth, 4.50% and 5.76%, respectively, of the casino’s adjusted gross receipts on an ongoing basis. Diamond Jo Dubuque expensed $2.3 million, $3.2 million and $3.1 million, during the years ended December 31, 20202019 and 2018, respectively, related to its agreement. Diamond Jo Worth expensed $3.8 million, $4.9 million and $4.9 million during the years ended December 31, 20202019 and 2018, respectively, related to its agreement. The Diamond Jo Dubuque agreement expires on December 31, 2030. The Diamond Jo Worth agreement expires on March 31, 2025, and is subject to automatic ten-year renewal periods.

 

Development Agreement

In September 2011, the Company acquired the membership interests of a limited liability company (the "LLC") for a purchase price of $24.5 million. The primary asset of the LLC was a previously executed development agreement (the "Development Agreement") with Wilton Rancheria. The purchase price was allocated primarily to an intangible asset associated with the Company's rights under the agreement to assist Wilton Rancheria in the development and management of a gaming facility on Wilton Rancheria's land.

 

In July 2012, the Company and Wilton Rancheria amended and replaced the agreement with a new development agreement and a management agreement (the "Agreements"). The Agreements obligate us to fund certain pre-development costs, which were estimated to be approximately $1 million to $2 million annually, to assist Wilton Rancheria in its development and oversight of the gaming facility construction. In the current year, as progress is being made with the development, pre-development costs were approximately $5.5 million. Upon opening, we will manage the gaming facility. The pre-development costs funded by us are reimbursable to us with future cash flows from the operations of the gaming facility under terms of a note receivable from Wilton Rancheria.

 

In January 2017, the Company funded the acquisition of land that is the intended site of the Wilton Rancheria casino and, in February 2017, the land was placed into trust by the U.S. Bureau of Indian Affairs for the benefit of Wilton Rancheria. The cost of the land is recorded as a receivable on our consolidated balance sheet, and we expect to be reimbursed for this cost. 

 

The Agreements provide that the Company will receive future revenue for its services to Wilton Rancheria contingent upon successful development of the gaming facility and based on future revenues at the gaming facility. In September 2017, the California State Legislature unanimously approved, and the Governor of California executed, a tribal-state gaming compact with Wilton Rancheria allowing the development of the casino. In October 2018, the National Indian Gaming Commission approved the Company's management contract with Wilton Rancheria. With the compact now in place and the design and project budget finalized, Wilton Rancheria has secured third-party financing to fund construction. Construction of the project is expected to begin in first quarter 2021, and it is expected to open in the second half of 2022.

 

Master Lease Agreements

On October 15, 2018, Boyd completed the acquisition of the Pinnacle Properties. Pursuant to the Pinnacle Purchase Agreement, Boyd TCIV entered into the Master Lease pursuant to which the landlord agreed to lease to Boyd TCIV the facilities associated with Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Ogle Haus, LLC, commencing on October 15, 2018 and ending on April 30, 2026 as the initial term, with options for renewal. The term of this Master Lease may be extended for five separate renewal terms of five years each. The monthly lease payment consists of the following, (i) the building base rent, as defined in the Master Lease agreement, plus (ii) the land base rent, as defined in the Master Lease agreement, plus (iii) the percentage rent, as defined in the Master Lease agreement. Each and every other lease year commencing with the third lease year, the percentage rent will reset based on a calculation defined in the Master Lease agreement.

 

On May 6, 2020 we entered into an agreement with Gold Merger Sub, a wholly owned subsidiary of GLPI, for the acquisition of Boyd (Ohio) PropCo, LLC, the entity that owns 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 Boyd PropCo, LLC via a 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 Note and mortgage executed in connection with GLPI’s initial financing of our acquisition of the Real Estate in October 2018. 

 

81

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Prior to the Merger, BP OpCo, which owns the business operations of Belterra Park, leased the Real Estate from Boyd 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 Boyd PropCo by BP OpCo was then paid by Boyd 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 GLPI, subject to the prior receipt of all required governmental approvals.

 

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 10.    LEASES

We have operating and finance leases primarily for four casino hotel properties, corporate offices, parking ramps, gaming and other equipment. Our leases have remaining lease terms of one year to 56 years, some of which include options to extend the leases for up to 65 years, and some of which include options to terminate the leases within one year. Certain of our lease agreements, including the Master Lease, include provisions for variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time. Such variable lease payments are expensed in the period in which the obligation for these payments is incurred. Variable lease expense recognized in the year ended December 31, 2020 was not material.

 

The components of lease expense were as follows:

 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

 

Operating lease cost

 $156,280  $163,027 

Short-term lease cost

  (275)  481 

 

 

Supplemental cash flow information related to leases was as follows:

 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

 

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from operating leases

 $147,560  $160,333 
         

Right-of-use assets obtained in exchange for lease obligations:

        

Operating leases

  57,221   13,204 

 

 

Supplemental balance sheet information related to leases was as follows:

 

  December 31, 

(In thousands, except lease term and discount rate)

 

2020

  

2019

 

Operating Leases

        

Operating lease right-of-use assets, including favorable lease rates asset

 $928,814  $936,170 
         

Current lease liabilities (included in accrued liabilities)

 $90,478  $87,686 

Operating lease liabilities

  848,825   840,285 

Total operating lease liabilities

 $939,303  $927,971 
         

Weighted Average Remaining Lease Term

        

Operating leases (in years)

  17.7   18.2 
         

Weighted Average Discount Rate

        

Operating leases

  8.8%  8.9%

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Maturities of lease liabilities were as follows:

 

(In thousands)

 

Operating Leases

 

For the period ending December 31,

    

2021

 $163,576 

2022

  151,560 

2023

  119,116 
2024  118,927 

2025

  119,000 

Thereafter

  1,248,846 

Total lease payments

  1,921,025 

Less imputed interest

  (981,722)

Less current portion (included in accrued liabilities)

  (90,478)

Long-term portion of operating lease liabilities

 $848,825 

 

Future minimum rental income, which is primarily related to retail and restaurant facilities located within our properties are as follows:

 

(In thousands)

 

Minimum Rental Income

 

For the Year Ended December 31,

    

2021

 $2,531 

2022

  2,307 

2023

  2,109 

2024

  1,655 

2025

  196 

Thereafter

  38 

Total

 $8,836 

 

 

NOTE 11.    STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Program

We have in the past, and may in the future, acquire our 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 from time to time. In July 2008, our Board of Directors authorized an amendment to an existing share repurchase program to increase the amount of common stock that can be repurchased to $100 million. We are not obligated to repurchase any shares under this program. On May 2, 2017 the Company announced that its Board of Directors had reaffirmed the Company's existing share repurchase program (the "2008 Plan"). On December 12, 2018, our Board of Directors authorized a new share repurchase program of $100 million which is in addition to the existing repurchase authorization (the "2018 Plan"). There were 0.7 million shares, 1.1 million shares and 1.9 million shares repurchased during the years ended December 31, 20202019 and 2018, respectively. As of December 31, 2020, the 2008 Plan was fully depleted and $61.4 million remained available under the 2018 Plan.

 

On March 16, 2020, the Company suspended share repurchases under the program in order to preserve liquidity due to the COVID-19 pandemic.

 

The following table provides information regarding share repurchases during the referenced periods.(1)

 
  

For the Year Ended December 31,

 

(In thousands, except per share data)

 

2020

  

2019

  

2018

 

Shares repurchased (2)

  683   1,087   1,853 

Total cost, including brokerage fees

 $11,121  $28,045  $59,570 

Average repurchase price per share (3)

 $16.29  $25.80  $32.14 

 

(1) Shares repurchased reflect repurchases settled during the twelve months ended December 31, 20202019 and 2018. These amounts exclude repurchases, if any, traded but not yet settled on or before December 31, 20202019 and 2018.

(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 CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

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. Repurchases can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the stock repurchase program with existing cash resources and availability under our Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding notes and our Credit Facility.

 

Dividends

Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding the payment of dividends, such as restricted payment limitations contained in our Credit Facility and the indentures for our outstanding notes.

 

On May 2, 2017, the Company announced that its Board of Directors had authorized the reinstatement of the Company’s cash dividend program. The dividends declared by the Board under this program are:

 

Declaration date

 

Record date

 

Payment date

 

Amount per share

 

December 7, 2017

 

December 28, 2017

 

January 15, 2018

 $0.05 

March 2, 2018

 

March 16, 2018

 

April 15, 2018

  0.05 

June 8, 2018

 

June 29, 2018

 

July 15, 2018

  0.06 

September 14, 2018

 

September 28, 2018

 

October 15, 2018

  0.06 

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.

 

Stock Incentive Plan

In April 2020, the Company's stockholders approved the 2020 Stock Incentive Plan (the "2020 Plan"), which amended and restated the Company's 2012 Stock Incentive Plan (the "2012 Plan") to (a) provide for a term ending ten years from the date of stockholder approval at the Annual Meeting, (b) state the number of shares of the Company's common stock authorized for issuance over the term of the 2020 Plan to be 3.3 million shares plus the aggregate number of shares remaining available for future awards under the 2012 Plan and the number of shares subject to outstanding awards under the 2012 Plan that would have again become available for issuance pursuant to new awards under the 2012 Plan, whether because the outstanding awards under the 2012 Plan are forfeited or canceled, expire or are settled in cash, or because the shares covered by such awards under the 2012 Plan are surrendered or withheld in payment of the award exercise or purchase price in satisfaction of tax withholding obligations, (c) remove the individual award limit and set an annual grant limit for non-employee directors, and (d) make certain other changes. Under our 2020 Plan, approximately 7.6 million shares remain available for grant at December 31, 2020. The number of authorized but unissued shares of common stock under this 2020 Plan as of December 31, 2020 was approximately 11.3 million shares.

 

Grants made under the 2020 Plan include provisions that entitle the grantee to automatic vesting acceleration in the event of a grantee’s separation from service (including as a result of retirement, death or disability), other than for cause (as defined), after reaching the defined age and years of service thresholds. These provisions result in the accelerated recognition of the stock compensation expense for those grants issued to employees who have met the stipulated thresholds.

 

Stock Options

Options granted under the 2020 Plan generally become exercisable ratably over a three-year period from the date of grant. Options that have been granted under the 2012 Plan and will be granted under the 2020 Plan have an exercise price equal to the market price of our common stock on the date of grant and will expire no later than ten years after the date of grant.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Summarized stock option plan activity is as follows:

 

          

Weighted-

     
      

Weighted-

  

Average

     
      

Average

  

Remaining

  

Aggregate

 
  

Options

  

Option Price

  

Term

  

Intrinsic Value

 
          

(In years)

  

(In thousands)

 

Outstanding at January 1, 2018

  1,542,452  $11.99         

Granted

  0   0         

Canceled

  (25,000)  3.31         

Exercised

  (338,426)  10.47         

Outstanding at December 31, 2018

  1,179,026   11.98         

Granted

  0   0         

Canceled

  (48,941)  13.72         

Exercised

  (242,357)  9.81         

Outstanding at December 31, 2019

  887,728   12.48         

Granted

  0   0         

Canceled

  (2,000)  8.34         

Exercised

  (240,380)  8.23         

Outstanding at December 31, 2020

  645,348  $14.07   4.2  $18,619 
                 

Exercisable at December 31, 2019

  887,728  $12.48   4.2  $15,504 
                 

Exercisable at December 31, 2020

  645,348  $14.07   4.2  $18,619 

 

Share-based compensation costs related to stock option awards are calculated based on the fair value of each option grant on the date of the grant using the Black-Scholes option pricing model.

 

The following table summarizes the information about stock options outstanding and exercisable at December 31, 2020:

 

   

Options Outstanding

  

Options Exercisable

 
       

Weighted-

             
       

Average

             
       

Remaining

  

Weighted-

      

Weighted-

 
   

Number

  

Contractual

  

Average

  

Number

  

Average

 

Range of Exercise Prices

  

Outstanding

  

Life (Years)

  

Exercise Price

  

Exercisable

  

Exercise Price

 
$5.22   25,510   1.9  $5.22   25,510  $5.22 
9.86   202,068   2.9   9.86   202,068   9.86 
11.57   123,849   3.9   11.57   123,849   11.57 
17.75   157,895   5.9   17.75   157,895   17.75 
19.98   136,026   4.8   19.98   136,026   19.98 

$5.22-$19.98

   645,348   4.2   14.07   645,348   14.07 

 

The total intrinsic value of in-the-money options exercised during the years ended December 31, 20202019 and 2018 was $5.7 million, $4.7 million, and $7.8 million, respectively. The total fair value of options vested during the years ended December 31, 2019 and 2018 was approximately $0.6 million and $1.2 million, respectively. NaN options vested during the year ended December 31, 2020 and there were 0 unrecognized share-based compensation costs related to unvested stock options as of December 31, 2020.

 

Restricted Stock Units

Our 2020 Plan provides for the grant of Restricted Stock Units ("RSUs"). An RSU is an award that may be earned in whole, or in part, upon the passage of time, and that may be settled for cash, shares, other securities or a combination thereof. The RSUs do not contain voting rights and are not entitled to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the 2020 Plan. Share-based compensation costs related to RSU awards are calculated based on the market price on the date of the grant.

 

We grant RSUs to members of management of the Company, which represents a contingent right to receive one share of our common stock upon vesting. An RSU generally vests on the third anniversary of its issuance and the share-based compensation expense is amortized to expense over the requisite service period.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

We also annually award RSUs to certain members of our Board of Directors. Each RSU is to be paid in shares of common stock upon the director’s cessation of service to the Company. These RSUs are issued for past service; therefore, they are expensed on the date of issuance.

 

Summarized RSU activity is as follows:

 

      

Weighted-

 
  

Restricted

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2018

  1,637,212     

Granted

  510,989  $25.05 

Canceled

  (18,250)    

Awarded

  (416,084)    

Outstanding at December 31, 2018

  1,713,867     

Granted

  555,749  $28.46 

Canceled

  (10,100)    

Awarded

  (490,759)    

Outstanding at December 31, 2019

  1,768,757     

Granted

  45,150  $29.17 

Canceled

  (54,752)    

Awarded

  (531,402)    

Outstanding at December 31, 2020

  1,227,753     

 

As of December 31, 2020, there was approximately $4.8 million of total unrecognized share-based compensation costs related to unvested RSUs, which is expected to be recognized over approximately 1.6 years.

 

Performance Stock Units

Our 2020 Plan provides for the grant of Performance Stock Units ("PSUs"). A PSU is an award which may be earned in whole, or in part, upon the passage of time, and the attainment of performance criteria, and which may be settled for cash, shares, other securities or a combination thereof. The PSUs do not contain voting rights and are not entitled to dividends. The PSUs are subject to the terms and conditions contained in the applicable award agreement and our 2020 Plan. We annually award PSUs to certain members of management.

 

Each PSU represents a contingent right to receive a share of Boyd Gaming Corporation common stock; however, the actual number of common shares awarded is dependent upon the occurrence of: (i) a requisite service period; and (ii) an evaluation of specific performance conditions. The performance conditions are based on Company metrics for net revenue growth, EBITDA growth and customer service scores, all of which are determined on a comprehensive annual three-year growth rate. Based upon actual and combined achievement, the number of shares awarded could range from zero, if no conditions are met, a 50% payout if only threshold performance is achieved, a payout of 100% for target performance, or a payout of up to 200% of the original award for achievement of maximum performance. Each condition weighs equally and separately in determining the payout and, based upon management's estimates at the service inception date, the Company is expected to meet the target for each performance condition. Therefore, the related compensation cost of these PSUs assumes all units granted will be awarded. Share-based compensation costs related to PSU awards are calculated based on the market price on the date of the grant.

 

These PSUs will vest three years from the service inception date, during which time achievement of the related performance conditions is periodically evaluated, and the number of shares expected to be awarded, and resulting compensation expense, is adjusted accordingly.

 

Performance Shares Vesting

The PSU grants awarded in fourth quarter 2016, 2015 and 2014 vested during first quarter 20202019 and 2018, 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, 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 consolidated statement of operations.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

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 consolidated statement of operations.

 

The PSU grant awarded in December 2014 resulted in a total of 486,805 shares being issued during first quarter 2018, representing approximately 1.57 shares per PSU. Of the 486,805 shares issued, a total of 149,268 were surrendered by the participants for payroll taxes, resulting in a net issuance of 337,537 shares due to the vesting of the 2014 grant. The actual achievement level under the award metrics equaled the estimated performance as of the year-end 2017; therefore, the vesting of the PSUs did not impact compensation costs in our 2018 consolidated statement of operations.

 

Summarized PSU activity is as follows:

 

      

Weighted-

 
  

Performance

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2018

  1,062,547     

Granted

  287,374  $24.42 

Performance Adjustment

  176,754     

Canceled

  (2,450)    

Awarded

  (486,805)    

Outstanding at December 31, 2018

  1,037,420     

Granted

  269,495  $28.67 

Performance Adjustment

  158,858     

Canceled

  0     

Awarded

  (395,964)    

Outstanding at December 31, 2019

  1,069,809     

Granted

  0  $0 

Performance Adjustment

  126,375     

Canceled

  (11,328)    

Awarded

  (388,611)    

Outstanding at December 31, 2020

  796,245     

 

As of December 31, 2020, there was approximately $1.4 million of total unrecognized share-based compensation costs related to unvested PSUs, which is expected to be recognized over approximately 1.8 years. Based on the current estimates of performance compared to the targets set for the respective PSU grants, the Company estimates that approximately 0.6 million shares will be issued to settle the PSUs outstanding at December 31, 2020.

 

Career Shares

Our Career Shares Program is a stock incentive award program for certain executive officers to provide for additional capital accumulation opportunities for retirement. The program incentivizes and rewards executives for their period of service. Our Career Shares Program was adopted in December 2006, and modified in October 2010, as part of the overall update of our compensation programs. The Career Shares Program rewards eligible executives with annual grants of Boyd Gaming Corporation stock units, to be paid out at retirement. The payout at retirement is dependent upon the executive's age at such retirement and the number of years of service with the Company. Executives must be at least 55 years old and have at least 10 years of service to receive any payout at retirement. Career Shares do not contain voting rights and are not entitled to dividends. Career Shares are subject to the terms and conditions contained in the applicable award agreement and our 2020 Plan. The Career Share awards are tranched by specific term, in the following periods: 10 years, 15 years and 20 years of service. These grants vest over the remaining period of service required to fulfill the requisite years in each of these tranches, and compensation expense is recorded in accordance with the specific vesting provisions. Share-based compensation costs related to Career Shares awards are calculated based on the market price on the date of the grant.

 

87

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Summarized Career Shares activity is as follows:

 

      

Weighted-

 
  

Restricted

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2018

  1,013,459     

Granted

  40,492  $34.48 

Canceled

  (5,335)    

Awarded

  (27,331)    

Outstanding at December 31, 2018

  1,021,285     

Granted

  67,719  $21.27 

Canceled

  0     

Awarded

  (26,693)    

Outstanding at December 31, 2019

  1,062,311     

Granted

  51,262  $30.05 

Canceled

  (5,816)    

Awarded

  (70,437)    

Outstanding at December 31, 2020

  1,037,320     

 

As of December 31, 2020, there was approximately $1.2 million of total unrecognized share-based compensation costs related to unvested Career Shares.

 

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 summarizes our share-based compensation costs by award type:

 

  

For the Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Stock Options

 $0  $52  $154 

Restricted Stock Units

  11,131   14,301   10,219 

Performance Stock Units

  (3,166)  9,525   13,647 

Career Shares

  1,237   1,324   1,359 

Total share-based compensation costs

 $9,202  $25,202  $25,379 

 

The PSU share based compensation credit for the year ended December 31, 2020 is due to a decline in the estimated achievement level as a result of the COVID-19 pandemic on Company performance.

 

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

 

  

For the Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Gaming

 $539  $628  $490 

Food & beverage

  103   120   94 

Room

  49   57   44 

Selling, general and administrative

  2,738   3,195   2,488 

Corporate expense

  5,773   21,202   22,263 

Total share-based compensation expense

 $9,202  $25,202  $25,379 

 

88

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

 

NOTE 12.     FAIR VALUE MEASUREMENTS

We have adopted the authoritative accounting guidance for fair value measurements, which does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and 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.

 

As required by the guidance for fair value measurements, 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:

 

  

December 31, 2020

 

(In thousands)

 

Balance

  

Level 1

  

Level 2

  

Level 3

 

Assets

                

Cash and cash equivalents

 $519,182  $519,182  $0  $0 

Restricted cash

  15,817   15,817   0   0 

Investment available for sale

  16,692   0   0   16,692 
                 

Liabilities

                

Contingent payments

 $924  $0  $0  $924 

 

  

December 31, 2019

 

(In thousands)

 

Balance

  

Level 1

  

Level 2

  

Level 3

 

Assets

                

Cash and cash equivalents

 $249,977  $249,977  $0  $0 

Restricted cash

  20,471   20,471   0   0 

Investment available for sale

  16,151   0   0   16,151 
                 

Liabilities

                

Contingent payments

 $1,712  $0  $0  $1,712 

 

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, is based on statements received from our banks at December 31, 2020 and 2019.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

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 that is classified as available for sale with a maturity date of June 1, 2037. 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 estimate of the fair value of such investment was determined using a combination of current market rates and estimates of market conditions for instruments with similar terms, maturities, and degrees of risk and a discounted cash flows analysis as of December 31, 2020 and 2019. The fair value of the investment is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation as of December 31, 2020 and 2019 is a discount rate of 9.6% 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 consolidated balance sheets. At both December 31, 2020 and 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 December 31, 2020 and 2019, $16.1 million and $15.6 million, respectively, is included in other long-term assets, net on the consolidated balance sheets. The discount associated with this investment of $2.5 million and $2.7 million as of December 31, 2020 and 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 consolidated statements of operations.

 

Contingent Payments

In connection with securing the Kansas Management Contract, Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star’s EBITDA each month for a period of 10 years commencing 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 December 31, 2020 and 2019 is a discount rate of 6.1% and 6.2%, respectively. At both December 31, 2020 and 2019, there was a current liability of $0.9 million related to this agreement, which was recorded in accrued liabilities on the respective consolidated balance sheets. There is 0 long-term obligation as of December 31, 2020. At December 31, 2019, there was a long-term obligation of $0.8 million, which was included in other liabilities on the consolidated balance sheet.

 

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

 

  

December 31, 2020

 
  

Assets

  

Liability

 

(In thousands)

 

Investment Available for Sale

  

Contingent Payments

 

Balance at beginning of reporting period

 $16,151  $(1,712)

Total gains (losses) (realized or unrealized):

        

Included in interest income (expense)

  156   (82)

Included in other comprehensive income (loss)

  935   0 

Included in other items, net

  0   192 

Purchases, sales, issuances and settlements:

        

Settlements

  (550)  678 

Balance at end of reporting period

 $16,692  $(924)

 

90

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 

 


 

  

December 31, 2019

 
  

Assets

  

Liability

 

(In thousands)

 

Investment Available for Sale

  

Contingent Payments

 

Balance at beginning of reporting period

 $15,772  $(2,407)

Total gains (losses) (realized or unrealized):

        

Included in interest income (expense)

  150   (140)

Included in other comprehensive income (loss)

  739   0 

Included in other items, net

  0   (42)

Purchases, sales, issuances and settlements:

        

Settlements

  (510)  877 

Balance at end of reporting period

 $16,151  $(1,712)

 

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.

 

The fair value of intangible assets, classified in the fair value hierarchy as Level 3, is utilized in performing its impairment analyses (see Note 4, Intangible Assets).

 

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:

 

  

December 31, 2020

 

(In thousands)

 

Outstanding Face Amount

  

Carrying Value

  

Estimated Fair Value

 

Fair Value Hierarchy

 

Liabilities

              

Obligation under assessment arrangements

 $26,246  $22,062  $26,542 

Level 3

 

 

  

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:

 

  

December 31, 2020

 

(In thousands)

 

Outstanding Face Amount

  

Carrying Value

  

Estimated Fair Value

 

Fair Value Hierarchy

 

Bank credit facility

 $896,185  $882,789  $888,511 

Level 2

 

6.375% senior notes due 2026

  750,000   743,053   778,125 

Level 1

 

6.000% senior notes due 2026

  700,000   692,151   728,000 

Level 1

 
4.750% senior notes due 2027  1,000,000   986,364   1,038,750 Level 1 
8.625% senior notes due 2025  600,000   589,488   667,500 Level 1 

Other

  3,638   3,638   3,638 

Level 3

 

Total debt

 $3,949,823  $3,897,483  $4,104,524   

 

91

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

  

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 the Credit Facility is based on a relative value analysis performed on or about December 31, 2020 and 2019. The estimated fair values of our Senior Notes are based on quoted market prices as of December 31, 2020 and 2019. The other debt is fixed-rate debt consisting of: (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 2022 and (3) a purchase obligation with quarterly payments maturing in July 2022. These debt obligations are not traded and do not have observable market inputs; therefore, we have estimated fair value to be equal to the carrying value for these obligations.

 

There were no transfers between Level 1, Level 2 and Level 3 measurements during the years ended December 31, 2020 and 2019.

 

 

NOTE 13.    EMPLOYEE BENEFIT PLANS

We contribute to multiemployer pension defined benefit plans under terms of collective-bargaining agreements that cover our union-represented employees. Contributions, based on wages paid to covered employees, totaled approximately $1.0 million, $1.8 million and $1.7 million for the years ended December 31, 20202019 and 2018, respectively. These aggregate contributions were not individually significant to any of the respective plans. Our share of the unfunded vested liability related to multi-employer plans, if any, is not determinable and our participation is not individually significant on an individual multiemployer plan basis.

 

We have retirement savings plans under Section 401(k) of the Internal Revenue Code covering our non-union employees. The plans allow employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plans. We expensed our voluntary contributions to the 401(k) profit-sharing plans and trusts of $4.0 million, $6.3 million and $4.3 million for the years ended December 31, 20202019 and 2018, respectively.

 

 

NOTE 14.    SEGMENT INFORMATION

We have aggregated our properties in order to present 3 Reportable Segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest & South. The table in Note 1, Summary of Significant Accounting Policies, lists the classification of each of our properties.

 

Results of Operations - Total Reportable Segment Total 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, and for our online gaming initiatives are included in our Midwest & South segment.

 

92

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

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

 

  

Year Ended December 31, 2020

 

(In thousands)

 

Gaming Revenue

  

Food & Beverage Revenue

  

Room Revenue

  

Other Revenue

  

Total Revenue

 

Revenues

                    

Las Vegas Locals

 $430,303  $59,564  $45,446  $26,676  $561,989 

Downtown Las Vegas

  58,468   18,647   9,369   8,019   94,503 

Midwest & South

  1,286,587   100,667   50,153   84,591   1,521,998 

Total Revenues

 $1,775,358  $178,878  $104,968  $119,286  $2,178,490 

 

  

Year Ended December 31, 2019

 

(In thousands)

 

Gaming Revenue

  

Food & Beverage Revenue

  

Room Revenue

  

Other Revenue

  

Total Revenue

 

Revenues

                    

Las Vegas Locals

 $566,443  $156,932  $105,619  $51,941  $880,935 

Downtown Las Vegas

  138,623   57,732   28,784   32,528   257,667 

Midwest & South

  1,778,227   233,189   102,784   73,317   2,187,517 

Total Revenues

 $2,483,293  $447,853  $237,187  $157,786  $3,326,119 

 

  

Year Ended December 31, 2018

 

(In thousands)

 

Gaming Revenue

  

Food & Beverage Revenue

  

Room Revenue

  

Other Revenue

  

Total Revenue

 

Revenues

                    

Las Vegas Locals

 $565,579  $155,107  $100,110  $52,708  $873,504 

Downtown Las Vegas

  132,870   55,767   26,943   32,530   248,110 

Midwest & South

  1,226,975   157,014   72,447   48,680   1,505,116 

Total Revenues

 $1,925,424  $367,888  $199,500  $133,918  $2,626,730 

 

93

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

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

 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Adjusted EBITDAR

            

Las Vegas Locals

 $198,744  $283,030  $274,344 

Downtown Las Vegas

  1,075   62,413   56,517 

Midwest & South

  480,446   635,182   432,366 

Corporate expense

  (70,371)  (83,937)  (81,938)

Adjusted EBITDAR

  609,894   896,688   681,289 
             

Other operating costs and expenses

            

Deferred rent

  888   979   1,100 

Master lease rent expense

  101,907   97,723   20,682 

Depreciation and amortization

  281,031   276,569   229,979 

Share-based compensation expense

  9,202   25,202   25,379 

Project development, preopening and writedowns

  (661)  21,728   45,698 

Impairment of assets

  174,700   0   993 

Other operating items, net

  28,564   1,919   2,174 

Total other operating costs and expenses

  595,631   424,120   326,005 

Operating income

 $14,263  $472,568  $355,284 

 

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:

 

  

December 31,

  

December 31,

 

(In thousands)

 

2020

  

2019

 

Assets

        

Las Vegas Locals

 $1,690,511  $1,804,476 

Downtown Las Vegas

  213,507   212,936 

Midwest & South

  3,984,063   4,229,174 

Total Reportable Segment Assets

  5,888,081   6,246,586 

Corporate

  670,867   403,559 

Total Assets

 $6,558,948  $6,650,145 

 

94

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

Capital Expenditures

The Company's capital expenditures by Reportable Segment consisted of the following:

 

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

Capital Expenditures:

            

Las Vegas Locals

 $23,936  $26,207  $33,503 

Downtown Las Vegas

  15,150   8,881   12,885 

Midwest & South

  68,933   80,883   69,285 

Total Reportable Segment Capital Expenditures

  108,019   115,971   115,673 

Corporate

  66,767   88,633   50,238 

Total Capital Expenditures

  174,786   204,604   165,911 

Change in Accrued Property Additions

  244   3,033   (4,367)

Cash-Based Capital Expenditures

 $175,030  $207,637  $161,544 

 

The Company utilizes the Corporate entities to centralize the development of major renovation and other capital development projects that are included as construction in progress. After the project is complete, the corporate entities transfer the projects to the segment subsidiaries.

 

 

NOTE 15.     SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table presents selected quarterly financial information:

 

  

Year Ended December 31, 2020

 

(In thousands, except per share data)

 

First

  

Second

  

Third

  

Fourth

  

Year

 

Summary Operating Results:

                    

Total revenues

 $680,525  $209,859  $652,238  $635,868  $2,178,490 

Operating income (loss)

  (137,761)  (86,348)  127,073   111,299   14,263 

Net income (loss)

  (147,559)  (108,544)  38,116   83,287   (134,700)
                     

Basic net income (loss) per common share

 $(1.30) $(0.96) $0.34  $0.73  $(1.19)

Diluted net income (loss) per common share

 $(1.30) $(0.96) $0.33  $0.73  $(1.19)

 

  

Year Ended December 31, 2019

 

(In thousands, except per share data)

 

First

  

Second

  

Third

  

Fourth

  

Year

 

Summary Operating Results:

                    

Total revenues

 $827,288  $846,132  $819,568  $833,131  $3,326,119 

Operating income

  117,626   126,692   113,391   114,859   472,568 

Net income

  45,451   48,484   39,405   24,296   157,636 
                     

Basic net income per common share

 $0.40  $0.43  $0.35  $0.21  $1.39 

Diluted net income per common share

 $0.40  $0.43  $0.35  $0.21  $1.38 

 

Since income (loss) per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total income (loss) per share amounts for the year.

 

In 2020, all quarters were significantly impacted by the property closures as a result of the COVID-19 pandemic. First quarter 2020 includes impairment charges of $171.1 million. Fourth quarter 2020 includes combined pretax gains of $53.9 million arising from the sale of the Eldorado property and the realization of a nonrecurring gain related to the property closures. Fourth quarter 2019 includes $34.2 million in pretax loss on early extinguishments of debt.

 

 

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2020 and 2019 and for the years ended December 31, 20202019 and 2018

 


 

 

NOTE 16.     RELATED PARTY TRANSACTIONS

Boyd Percentage Ownership

William S. Boyd, our Co-Executive Chair of the Board of Directors, together with his immediate family, beneficially owned approximately 26% of our outstanding shares of common stock as of December 31, 2020. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation or sale of assets. For each of the years ended December 31, 20202019 and 2018, there were no related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives.

 

 

NOTE 17.    SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after December 31, 2020. During this period, up to the filing date, we did not identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

 

96

 
 

ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes in or disagreements with accountants on accounting and financial disclosures during the two years in the period ended December 31, 2020. 

 

ITEM 9A.    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 provide reasonable assurance 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 at a reasonable assurance level as of the end of the period covered by this Report.

 

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we include a report of management's assessment of the design and effectiveness of our internal controls as part of this Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Our independent registered public accounting firm also reported on the effectiveness of our internal controls over financial reporting. Management's report and the independent registered public accounting firm's attestation report are located below.

 

There has been no change in our internal control over financial reporting 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.

 

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of the end of the most recent fiscal year, December 31, 2020, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the Internal Control-Integrated Framework (2013).

 

Based on our evaluation under the framework set forth in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2020, the end of our most recent fiscal year.

 

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2020, which report follows below.

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the stockholders and the Board of Directors of Boyd Gaming Corporation

 

Opinion on Internal Control over Financial Reporting

 

We have audited the internal control over financial reporting of Boyd Gaming Corporation and Subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 1, 2021, expressed an unqualified opinion on those financial statements.

 

Basis for Opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control over Financial Reporting

 

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

/s/ DELOITTE & TOUCHE LLP

 

Las Vegas, Nevada

March 1, 2021

 

 

ITEM 9B.    Other Information

Effective as of February 13, 2020, the Board of Directors amended and restated the Company's Bylaws to revise the name of the "Compensation and Stock Options Committee" to the "Compensation Committee."

 

PART III

 

ITEM 10.    Directors, Executive Officers and Corporate Governance

Information required by this item regarding the members of our board of directors and our audit committee, including our audit committee financial experts, is set forth under the captions Board Committees - Audit Committee, Director Nominees, and Delinquent Section 16(a) Reports in our Definitive Proxy Statement to be filed in connection with our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

 

The following table sets forth the non-director executive officers of Boyd Gaming Corporation as of March 1, 2021:

 

Name

 

Age

 

Position

Josh Hirsberg

 

59

 

Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Theodore A. Bogich

 

66

 

Executive Vice President, Operations

Stephen S. Thompson

 

61

 

Executive Vice President, Operations

Anthony D. McDuffie

 

60

 

Vice President and Chief Accounting Officer (Principal Accounting Officer)

 

Josh Hirsberg joined the Company as our Senior Vice President, Chief Financial Officer and Treasurer effective January 1, 2008 and was promoted to Executive Vice President effective January 13, 2016. Prior to his position with the Company, Mr. Hirsberg served as the Chief Financial Officer for EdgeStar Partners, a Las Vegas-based resort development concern. He previously held several senior-level finance positions in the gaming industry, including Vice President and Treasurer for Caesars Entertainment and Vice President, Strategic Planning and Investor Relations for Harrah's Entertainment.

 

Theodore A. Bogich was appointed an Executive Vice President, Operations on January 13, 2016. Mr. Bogich joined Boyd Gaming in 2004 as Vice President and General Manager of Sam’s Town Tunica, and was named Vice President and General Manager of Blue Chip Casino Hotel in Michigan City, Indiana, in 2007. He was promoted to Senior Vice President, Operations in 2012.

 

Stephen S. Thompson was appointed an Executive Vice President, Operations on January 13, 2016. Prior to his being appointed this position, Mr. Thompson served in numerous senior executive positions with Boyd Gaming since joining the Company in 1983, including Senior Vice President, Operations for Boyd Gaming’s Nevada region since 2004.

 

Anthony D. McDuffie has served as our Vice President and Chief Accounting Officer since March 2013. Prior to being appointed Vice President and Chief Accounting Officer, Mr. McDuffie, served as the Company's Director, Accounting Policy & Reporting, since October 2012. Mr. McDuffie previously served in senior-level financial accounting positions with several public companies, including Vice President, Finance and Controller of Pinnacle Airlines Corp. and as Controller and Chief Accounting Officer of Caesars Entertainment Corporation.

 

Code of Ethics. We have adopted a Code of Business Conduct and Ethics ("Code of Ethics") that applies to each of our directors, executive officers and employees. Our Code of Ethics is posted on our website at www.boydgaming.com. Any waivers or amendments to our Code of Ethics will be posted on our website.

 

ITEM 11.    Executive Compensation

The information required by this item is set forth under the captions Executive Officer and Director Compensation, Compensation Committee Interlocks and Insider Participation, and Compensation Committee Report in our Definitive Proxy Statement to be filed in connection with our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

 

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is set forth under the captions Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information in our Definitive Proxy Statement to be filed in connection with our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

 

ITEM 13.    Certain Relationships and Related Transactions, and Director Independence

The information required by this item is set forth under the captions Transactions with Related Persons and Director Independence in our Definitive Proxy Statement to be filed in connection with our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

 

ITEM 14.    Principal Accounting Fees and Services

Information about principal accounting fees and services, as well as the audit committee's pre-approval policies appears under the captions Audit and Non-Audit Fees and Audit Committee Pre-Approval of Audit and Non-Audit Services in our Definitive Proxy Statement to be filed in connection with our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

 

 

PART IV

 

 

ITEM 15.    Exhibits, Financial Statement Schedules

 

1.

Financial Statements

 

Financial statements of the Company (including related notes to consolidated financial statements) filed as part of this report are listed below:

 

 

Page No.

Report of Independent Registered Public Accounting Firm

46

 

 

Consolidated Balance Sheets at December 31, 2020 and 2019

48

 

 

Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018

49

 

 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018

50

 

 

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2020, 2019 and 2018

51

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018

52

 

 

Notes to Consolidated Financial Statements

54

 

2.

Financial Statement Schedules

 

All schedules have been omitted because they are not applicable, not required or the information required to be set forth therein is included in Consolidated Financial Statements or Notes thereto included in this Report.

 

3.

Exhibit List

 

Exhibit

 

 

 

 

Number

 

Description of Exhibit

 

Method of Filing

 

 

 

 

 

2.1†