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BOYD GAMING CORP

For the period ended Mar 31, 2024. Filed May 3, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 3, 2024

BYD$76.57-0.6%Stored close · as of Nov 6, 2026

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Notes to Condensed Consolidated Financial Statements

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and 2023

NOTE1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd," "Boyd Gaming," "we" or "us") was incorporated in the state of Nevada in1988 and has been operating since1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD".

We are a geographically diversified operator of 28 wholly owned brick-and-mortar gaming entertainment properties ("gaming entertainment properties"). Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. In addition, we own and operate Boyd Interactive, a business-to-business ("B2B") and business-to-consumer ("B2C") online gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form10-Q and Article10 of Regulation S-X and, therefore, donot include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended* December 31, 2023*, as filed with the U.S. Securities and Exchange Commission ("SEC") on* February 26, 2024.*

The results for the periods indicated are unaudited but reflect all adjustments, consisting only of normal recurring adjustments, that management considers necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations and cash flows for the interim periods presented herein arenot necessarily indicative of the results that would be achieved during a full year of operations or in future periods.

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Investments in unconsolidated affiliates, which are50% or less owned and donot meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or variable interest entities, are accounted for under the equity method. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market funds with maturities ofthree months or less at their date of purchase. The instruments arenot 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: (i) amounts restricted by regulation for gaming and racing purposes; (ii) amounts restricted by regulation for the value in players' online casino gaming accounts; and (iii) advance payments received for future bookings with our Hawaiian travel agency. These restricted cash balances are invested in highly liquid instruments with a maturity of90 days or less. These restricted cash balances are held by high credit quality financial institutions. The carrying values of these instruments approximate their fair values due to their short maturities.

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

March 31,December 31,March 31,December 31,
(In thousands)2024202320232022
Cash and cash equivalents$283,545$304,271$263,453$283,472
Restricted cash4,4933,65914,82011,593
Total cash, cash equivalents and restricted cash$288,038$307,930$278,273$295,065

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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. Our lease terms* mayinclude options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For our operating leases for which the rate implicit in the lease isnot* 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. The incremental borrowing rate is determined based on the weighted average incremental borrowing rate at the lease commencement or modification date that is commensurate with the rate of interest in a similar economic environment that we would have to pay to borrow an amount equal to our future lease payments on a collateralized basis over a similar term, including reasonably certain options to extend or terminate. The determination of the incremental borrowing rate could materially impact our lease liabilities. 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. Lease and non-lease components are accounted for separately.

Revenue Recognition

The Company’s revenue contracts with customers consist of gaming wagers (including both those made at our gaming entertainment properties and onlineB2C wagers), hotel room sales, food & beverage offerings and other amenity transactions. SeeCollaborative Arrangements below for further discussion of revenues earned under our online collaborative arrangements. 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.

We have established a player loyalty point program 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, hotel rooms and other free goods and services.

Gaming wager contracts involvetwo performance obligations for those customers earning points under the Company’s player loyalty program and a single performance obligation for customers who donot participate in the program. 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 tonot 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 player loyalty 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 andno set established price exists for such wagers. The allocated revenue for gaming wagers, excluding race and sports wagers, is recognized when the wagers occur as all such wagers settle immediately. The allocated revenue for race and sports wagers is recognized when the specific event or game occurs. The player loyalty 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 Note4, Accrued Liabilities, for the balance outstanding related to the player loyalty program.

The Company collects advance deposits from hotel customers for future hotel reservations and other future events such as banquets and ticketed events. These advance deposits represent obligations of the Company until the hotel room stay is provided to the customer or the banquet or ticketed event occurs. See Note4, Accrued Liabilities, for the balance outstanding related to advance deposits.

The Company's outstanding chip liability represents the amounts owed in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash withinone year of being purchased. See Note4, Accrued Liabilities, for the balance related to outstanding chips.

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 player loyalty program and the estimated retail value of complimentary goods and services provided to customers (such as complimentary rooms and food & beverage). The estimated retail values related to goods and services provided to customers without charge or upon redemption of points under our player loyalty program, included in departmental revenues, and therefore reducing our gaming revenues, are as follows:

Three Months Ended
March 31,
(In thousands)20242023
Food & beverage$30,668$28,259
Room14,67215,148
Other2,0251,876

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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 in the condensed consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for Boyd Interactive operations. Gaming taxes recorded as gaming expense totaled approximately $126.7 millionand $130.1 million for thethree months ended* March 31, 2024and2023*, respectively. Gaming taxes recorded as online expense, excluding taxes paid under collaborative arrangements (seeCollaborative Arrangements below for further discussion), totaled $2.5 million and $0.6 millionfor thethree months ended* March 31, 2024and2023*, respectively.

Income Taxes

Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely thannot that such assets willnot be realized. Use of the term "more likely thannot" indicates the likelihood of occurrence is greater than50%. Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed at a minimum quarterly, and as facts and circumstances change, 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 atwo-step approach for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely thannot to be sustained upon examination. Measurement is only addressed if the position is deemed to be more likely thannot to be sustained. The tax benefit is measured as the largest amount of benefit that is more likely thannot to be realized upon settlement.

Tax positions failing to qualify for initial recognition are recognized in thefirst subsequent interim period that they meet the "more likely thannot" standard. If it is subsequently determined that a previously recognized tax positionno longer meets the "more likely thannot" 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. If applicable, accrued interest and penalties are included in other long-term tax liabilities on the consolidated balance sheets.

Collaborative Arrangements

We hold afive percent equity ownership in and have a strategic partnership with FanDuel Group ("FanDuel"), the nation's leading sports-betting operator, to pursue sports-betting opportunities across the country, both at our gaming entertainment properties and online. Subject to state law and regulatory approvals, we have established a presence in the sports wagering industry, both at our gaming entertainment properties and online, by leveraging FanDuel's technology and related services. We offer online sports wagering under the FanDuel brand or under market access agreements with other companies in Illinois, Indiana, Iowa, Kansas, Louisiana, Ohio and Pennsylvania. We also operate sportsbooks under the FanDuel brand atone of our Downtown Las Vegas gaming entertainment properties, our gaming entertainment properties in Mississippi and all of the gaming entertainment properties in the states where we offer online sports wagering. Under our online collaborative arrangements, we receive a revenue share from thethird-party operator based on actual wagering wins and losses. The activities under these collaborative arrangements related to online wagering, are recorded in online revenue and online expense on the consolidated statements of operations. The activities under these collaborative arrangements related to sportsbooks at our gaming entertainment properties, are recorded in gaming revenue and gaming expense.

Under certain of our collaborative arrangements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by thethird-party operators. We report these gaming taxes and other expenses paid as online expense and the reimbursements we receive as online revenues. These taxes and other payments totaled approximately $116.0 millionand $96.0 million for thethree months ended* March 31, 2024and2023*, respectively.

Ourfive percent equity ownership in FanDuel is recorded at cost in accordance with the measurement alternative allowed under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")321, Accounting for Investments in Equity Securities. We donot have the ability to exercise significant influence over FanDuel's operating and financial policies. We evaluate the investment for impairment whenever events or changes in circumstances indicate that the carrying amount* may**not* be recoverable. We evaluate the recorded value of the investment when any observable price changes in orderly transactions for an identical or similar investment would require an adjustment of the investment to fair value.

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Currency Translation

The Company translates the financial statements of its foreign subsidiary that arenot denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. If a material income statement event occurs, the transaction would be translated at the exchange rate in effect on the date of occurrence. Translation adjustments are recorded in other comprehensive income (loss). Gains or losses from foreign currency transaction remeasurements are recorded as other non-operating income (expense).

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 Issued Accounting Pronouncements

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 havenot yet determined the effect, if any, that the implementation of such proposed standards would have on our condensed consolidated financial statements.

NOTE2. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

March 31,December 31,
(In thousands)20242023
Land$338,469$338,469
Buildings and improvements3,248,2423,237,863
Furniture and equipment1,779,4691,742,666
Riverboats and barges241,826241,826
Construction in progress225,019182,710
Total property and equipment5,833,0255,743,534
Less accumulated depreciation(3,259,842)(3,201,022)
Property and equipment, net$2,573,183$2,542,512

Depreciation expense is as follows:

Three Months Ended
March 31,
(In thousands)20242023
Depreciation expense$58,823$57,399

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NOTE3. GOODWILL AND INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:

Weighted
Useful Life · Gross · Accumulated · Effect of Foreign
Remaining · Carrying · Accumulated · Impairment · Currency · Intangible
(In thousands) · (in years) · Value · Amortization · Losses · Exchange · Assets, Net
Amortizing intangibles
Customer relationships0.8$3,925$(3,895)$—$—$30
Host agreements9.258,000(22,556)——35,444
Development agreement5.421,373(4,961)——16,412
Developed technology8.240,872(5,575)—5735,354
B2B relationships5.828,000(5,545)—1422,469
B2C relationships10.613,000(1,535)——11,465
165,170(44,067)—71121,174
Indefinite lived intangible assets
TrademarksIndefinite199,900—(32,275)—167,625
Gaming license rightsIndefinite1,378,081(33,960)(253,974)—1,090,147
1,577,981(33,960)(286,249)—1,257,772
Balances, March 31, 2024$1,743,151$(78,027)$(286,249)$71$1,378,946
Weighted
Useful Life · Gross · Accumulated · Effect of Foreign
Remaining · Carrying · Accumulated · Impairment · Currency · Intangible
(In thousands) · (in years) · Value · Amortization · Losses · Exchange · Assets, Net
Amortizing intangibles
Customer relationships0.1$35,050$(35,010)$—$—$40
Host agreements9.458,000(21,589)——36,411
Development agreement5.621,373(4,198)——17,175
Developed technology8.539,981(4,482)—22535,724
B2B relationships6.028,000(4,566)—5223,486
B2C relationships10.813,000(1,264)——11,736
195,404(71,109)—277124,572
Indefinite lived intangible assets
TrademarksIndefinite199,900—(32,275)—167,625
Gaming license rightsIndefinite1,378,081(33,960)(243,474)—1,100,647
1,577,981(33,960)(275,749)—1,268,272
Balances, December 31, 2023$1,773,385$(105,069)$(275,749)$277$1,392,844

The following table presents the future amortization expense for our amortizing intangible assets as of* March 31, 2024*:

(In thousands)Customer RelationshipsHost AgreementsDevelopment AgreementDeveloped TechnologyB2B RelationshipsB2C RelationshipsTotal
For the year ending December 31,
2024 (excluding three months ended March 31, 2024)$30$2,900$2,290$3,465$2,949$812$12,446
2025—3,8673,0534,5343,9141,08316,451
2026—3,8673,0534,5263,9141,08316,443
2027—3,8673,0534,5253,9141,08316,442
2028—3,8673,0534,2653,9141,08316,182
Thereafter—17,0761,91014,0393,8646,32143,210
Total future amortization$30$35,444$16,412$35,354$22,469$11,465$121,174

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During thethree months ended* March 31, 2024,as a result of ourfirst* quarter2024 impairment review, the Company recorded an impairment charge of $10.5 million for a gaming license right related to our Midwest & South segment. This noncash impairment charge is recorded in impairment of assets on the condensed consolidated statement of operations.

Goodwill consists of the following:

Effect of
Gross · Accumulated · Foreign
CarryingAccumulatedImpairmentCurrencyGoodwill,
(In thousands)ValueAmortizationLossesExchangeNet
Goodwill, net by Segment
Las Vegas Locals$593,567$—$(188,079)$—$405,488
Downtown Las Vegas6,997(6,134)——863
Midwest & South636,269—(107,470)—528,799
Online94,037—(82,000)11312,150
Managed & Other30,529—(30,529)——
Balances, March 31, 2024$1,361,399$(6,134)$(408,078)$113$947,300
Effect of
Gross · Accumulated · Foreign
CarryingAccumulatedImpairmentCurrencyGoodwill,
(In thousands)ValueAmortizationLossesExchangeNet
Goodwill, net by Segment
Las Vegas Locals$593,567$—$(188,079)$—$405,488
Downtown Las Vegas6,997(6,134)——863
Midwest & South636,269—(107,470)—528,799
Online94,037—(82,000)15412,191
Managed & Other30,529—(30,529)——
Balances, December 31, 2023$1,361,399$(6,134)$(408,078)$154$947,341

NOTE4. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

March 31,December 31,
(In thousands)20242023
Payroll and related$62,919$82,327
Interest19,03117,841
Gaming68,24768,749
Player loyalty program23,66623,850
Advance deposits19,25415,511
Outstanding chips6,5698,164
Dividends payable16,26215,508
Operating leases99,27198,867
Other97,18396,562
Total accrued liabilities$412,402$427,379

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NOTE5. LONG-TERM DEBT

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

Interest · Unamortized
Rates at · Origination
March 31,OutstandingFees andLong-Term
(In thousands)2024PrincipalCostsDebt, Net
Credit facility7.162%$997,000$(12,324)$984,676
4.750% senior notes due 20274.750%1,000,000(7,305)992,695
4.750% senior notes due 20314.750%900,000(9,774)890,226
Other5.208%467—467
Total long-term debt2,897,467(29,403)2,868,064
Less current maturities44,325—44,325
Long-term debt, net$2,853,142$(29,403)$2,823,739
Interest · Unamortized
Rates at · Origination
December 31,OutstandingFees andLong-Term
(In thousands)2023PrincipalCostsDebt, Net
Credit facility7.164%$1,046,300$(13,403)$1,032,897
4.750% senior notes due 20274.750%1,000,000(7,792)992,208
4.750% senior notes due 20314.750%900,000(10,111)889,889
Other5.208%504—504
Total long-term debt2,946,804(31,306)2,915,498
Less current maturities44,275—44,275
Long-term debt, net$2,902,529$(31,306)$2,871,223

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

March 31,December 31,
(In thousands)20242023
Revolving Credit Facility$145,000$180,000
Term A Loan792,000803,000
Swing Loan60,00063,300
Total outstanding principal amounts$997,000$1,046,300

With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $145.0 million and $60.0 million in borrowings outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $13.4 million allocated to support various letters of credit, there was a remaining contractual availability under the Credit Facility of $1,231.6 million as of* March 31, 2024*.

Covenant Compliance

As of* March 31, 2024*, we were in compliance with the financial covenants of our debt instruments.

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NOTE6. COMMITMENTS AND CONTINGENCIES

Wilton Rancheria Agreements

In2012, the Company entered into a development agreement and a management agreement with Wilton Rancheria. The development agreement obligated us to fund certain pre-development costs to assist Wilton Rancheria in its development and oversight of the gaming facility construction. The pre-development costs financed by us were to be repaid under the terms of a note receivable with Wilton Rancheria bearing interest at 12.5% with payment timing and the payment amount subject to an excess cash flow waterfall payment prioritization and maintenance of a certain leverage ratio, among other restrictions under Wilton Rancheria’sthird-party credit agreement that provided funding for the construction project. Given the significant barriers of the project, a majority of the advances made during the10-year period were historically reserved in full when advanced. The Sky River Casino opened on* August 15, 2022and after generating cash flows from operations, we updated our evaluation of expected losses on the note receivable which resulted in a partial release of the allowance during thefourth* quarter of2022. The Wilton Rancheria amended theirthird-party credit agreement in* March 2023and such amendment effectively allowed Sky River Casino to begin making previously disallowed distributions, under the excess cash flow waterfall. Given the amendment in thefirst* quarter of2023, the Company updated its evaluation of its expected losses on the note receivable. As the amendment allowed for quarterly payments to begin and given the sustained operating strength of the recently opened property, the Company concluded it expected to receive all payments due under the note receivable. As such, the Company removed the remaining allowance on the note receivable in thefirst quarter of2023, which represented a reserve on both the development advances and interest on the note. The allowance reduction was thus allocated accordingly and $20.1 million is recorded in project development, preopening and writedowns and $14.3 million is recorded in interest income, both reflected in the condensed consolidated statement of operations for thethree months ended* March 31, 2023*. The Company received $0.2 million in principal payments and $0.2 million in interest due under the note receivable during thethree months ended * March 31, 2024*, and $17.3 million in principal payments and $5.1 million in interest due under the note receivable during thethree months ended* March 31, 2023*. As of* March 31, 2024*, the principal outstanding on the note receivable was fully repaid. Separately, the management agreement provides for us to manage the gaming facility upon opening for a period ofseven years and receive a monthly management fee for our services based on the monthly performance of the gaming facility. The management fee of $22.2 million and $20.0 million for our management services for thethree months ended* March 31, 2024and2023*, respectively, is paid monthly and recorded in management fee revenue on the condensed consolidated statements of operations.

Commitments

As of* March 31, 2024*, there have beenno material changes to our commitments described under Note9, Commitments and Contingencies, in our Annual Report on Form10-K for the year ended* December 31, 2023*, as filed with the SEC on* February 26, 2024.*

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, wouldnot have a material effect on our business, financial position, results of operations or cash flows.

NOTE7. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Program

On* October 21, 2021,our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorized increases to the Share Repurchase Program of $500.0 million on June 1, 2022,and $500.0 million on May 4, 2023.As of March 31, 2024*, $220.8 million remains available under the Share Repurchase Program. Under the Share Repurchase Program, the Company* mayrepurchase shares of its common stock from time to time on the open market or in privately negotiated transactions. Repurchases of common stock mayalso be made under Rule10b5*-1 plans, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. We arenot obligated to repurchase any shares under this program. The timing, volume and nature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws and other factors, and* may*be suspended or discontinued at any time.

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

Three Months Ended
March 31,
(In thousands, except per share data)20242023
Shares repurchased (2)1,6581,726
Total cost, including brokerage fees (3)$105,500$106,327
Average repurchase price per share (4)$63.62$61.59

(1)Shares repurchased reflect repurchases settled during thethree months ended* March 31, 2024* and2023. These amounts exclude repurchases, if any, traded butnot yet settled on or before* March 31, 2024* and2023, respectively.

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

(3) Costs exclude1% excise tax on corporate stock buybacks.

(4) Amounts in the table* may**not* recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers and excludes the1% excise tax.

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Dividends

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

Declaration dateRecord datePayment dateAmount per share
December 8, 2022December 19, 2022January 15, 2023$0.15
February 14, 2023March 15, 2023April 15, 20230.16
December 7, 2023December 22, 2023January 15, 20240.16
February 28, 2024March 15, 2024April 15, 20240.17

Share-Based Compensation

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

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

Three Months Ended
March 31,
(In thousands)20242023
Gaming$235$221
Food & beverage4542
Room2120
Selling, general and administrative1,1921,120
Corporate expense5,3676,416
Total share-based compensation expense$6,860$7,819

Performance Shares

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

The PSU grants awarded inthird quarter2021 andfourth quarter2019 fully vested during thefirst quarter of2024 and2023, respectively. Common shares under the2021 grant were issued based on the determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of Earnings Before Interest, Taxes, Depreciation and Amortization and Rent under master leases ("EBITDAR") and return on invested capital for thetwo-year performance period from* July 2021to June 2023.Common shares under the2019* grant were issued based on the determination by the Compensation Committee of net revenue growth and EBITDAR growth for thethree-year performance period of the 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* July 2021resulted in a total of 241,277 shares being issued during thefirst* quarter of2024, representing approximately 1.94 shares per PSU. Of the 241,277 shares issued, a total of 94,862 were surrendered by the participants for payroll taxes, resulting in a net issuance of 146,415 shares due to the vesting of the2021 grant. The actual achievement level under the award metrics approximated the estimated performance as of the year-end2023; therefore, the vesting of the PSUs had minimal impact to compensation costs of $0.8 million in our2024 condensed consolidated statement of operations.

The PSU grant awarded in* December 2019resulted in a total of 519,782 shares being issued during thefirst* quarter of2023, representing approximately 2.00 shares per PSU. Of the 519,782 shares issued, a total of 200,904 were surrendered by the participants for payroll taxes, resulting in a net issuance of 318,878 shares due to the vesting of the2019 grant. The actual achievement level under the award metrics equaled the estimated performance as of the year-end2022; therefore, the vesting of the PSUs didnot impact compensation costs in our2023 condensed consolidated statement of operations.

Unamortized Stock Compensation Expense and Recognition Period

As of* March 31, 2024*, there was approximately $21.3 million, $9.3 million and $1.8 million of total unrecognized share-based compensation costs related to unvested restricted stock units ("RSUs"), PSUs and career shares, respectively. As of* March 31, 2024*, the unrecognized share-based compensation costs related to our RSUs, PSUs and career shares are expected to be recognized over approximately 2.5 years,2.6 years and 3.5 years, respectively.

NOTE8. FAIR VALUE MEASUREMENTS

We have adopted the authoritative accounting guidance for fair value measurements, which doesnot 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.

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These inputs create the following fair value hierarchy:

Level1**: Quoted prices for identical instruments in active markets.

Level2**: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that arenot active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level3**: Valuations derived from valuation techniques in whichone 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 Level3 * maybe measured at fair value using inputs that are observable (Levels1* and2) and unobservable (Level3). 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:

(In thousands)BalanceLevel 1Level 2Level 3
Assets
Cash and cash equivalents$283,545$283,545$—$—
Restricted cash4,4934,493——
Investment available for sale13,550——13,550
(In thousands)BalanceLevel 1Level 2Level 3
Assets
Cash and cash equivalents$304,271$304,271$—$—
Restricted cash3,6593,659——
Investment available for sale13,327——13,327

Cash and Cash Equivalents and Restricted Cash

The fair values of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level1, are based on statements received from our banks as of* March 31, 2024* and* December 31, 2023*.

Investment Available for Sale

We have an investment in a single municipal bond issuance of $17.1 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series2007 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 isno* quoted market price for this instrument. As such, the fair value of this investment is classified as Level3 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* March 31, 2024* and* December 31, 2023*. The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at* March 31, 2024* and* December 31, 2023* is a discount rate of 12.7% and 12.4%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument arenot charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets and in the condensed consolidated statement of other comprehensive income. At both* March 31, 2024* and* December 31, 2023*, $0.7 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* March 31, 2024* and* December 31, 2023*, $12.8 million and $12.6 million, respectively, is included in other assets, net on the condensed consolidated balance sheets. The discount associated with this investment of $2.0 million at both* March 31, 2024* and* December 31, 2023*, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the condensed consolidated statements of operations.

The following table summarizes the changes in fair value of the Company's Level3 investment available for sale asset:

Three Months Ended
March 31,
(In thousands)20242023
Balance at beginning of reporting period$13,327$13,670
Total gains (realized or unrealized):
Included in interest income4443
Included in other comprehensive income179635
Purchases, sales, issuances and settlements:
Settlements——
Balance at end of reporting period$13,550$14,348

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We are exposed to valuation risk on our Level3 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 Level3 financial instruments are most susceptible to valuation risk caused by changes in the discount rate. If the discount rate in our fair value measurements increased or decreased by100 basis points, the change wouldnot cause the value of our fair value measurements to change significantly.

The fair value of indefinite-lived intangible assets, classified in the fair value hierarchy as Level3, is utilized in performing the Company's impairment analyses.

Balances Disclosed at Fair Value

The following tables provide the fair value measurement information about our obligation under assessment agreements and note receivable. As of* March 31, 2024,*the outstanding principal balance under the note receivable was paid in full.

OutstandingCarryingEstimatedFair Value
(In thousands)Face AmountValueFair ValueHierarchy
Liabilities
Obligation under assessment arrangements$19,586$17,267$22,670Level 3
OutstandingCarryingEstimatedFair Value
(In thousands)Face AmountValueFair ValueHierarchy
Asset
Note receivable$419$419$419Level 3
Liabilities
Obligation under assessment arrangements20,19917,75223,282Level 3

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

OutstandingCarryingEstimatedFair Value
(In thousands)Face AmountValueFair ValueHierarchy
Credit facility$997,000$984,676$975,220Level 2
4.750% senior notes due 20271,000,000992,695952,500Level 1
4.750% senior notes due 2031900,000890,226819,000Level 1
Other467467467Level 3
Total debt$2,897,467$2,868,064$2,747,187
OutstandingCarryingEstimatedFair Value
(In thousands)Face AmountValueFair ValueHierarchy
Credit facility$1,046,300$1,032,897$1,021,206Level 2
4.750% senior notes due 20271,000,000992,208957,500Level 1
4.750% senior notes due 2031900,000889,889819,000Level 1
Other504504504Level 3
Total debt$2,946,804$2,915,498$2,798,210

The estimated fair value of our obligation under assessment arrangements is based on a discounted cash flows approach after giving consideration to the changes in market rates of interest, creditworthiness of both parties and credit spread. The fair value of our note receivable as of* December 31, 2023*, was estimated to equal its carrying value after consideration of the expected repayment timing of the remaining balance. The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about* March 31, 2024* and* December 31, 2023*. The estimated fair values of our senior notes are based on quoted market prices as of* March 31, 2024* and* December 31, 2023*. The other debt is fixed-rate debt consisting of finance leases with various maturity dates from2024 to2025. The other debt isnot traded and doesnot have an observable market input; therefore, we have estimated fair value to be equal to the carrying value for these obligations.

There wereno transfers between Level1, Level2 and Level3 measurements during thethree months ended* March 31, 2024and2023*.

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NOTE9. SEGMENT INFORMATION

The Company has the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties. The table below lists the Reportable Segment classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. The Online segment includes the operating results of our online gaming operations through collaborative arrangements withthird parties throughout the United States and the operations of Boyd Interactive. To reconcile Reportable Segments information to the condensed consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner Entertainment Group Illinois, LLC, our Illinois distributed gaming operator.

Las Vegas Locals
Gold Coast Hotel and CasinoLas Vegas, Nevada
The Orleans Hotel and CasinoLas Vegas, Nevada
Sam's Town Hotel and Gambling HallLas Vegas, Nevada
Suncoast Hotel and CasinoLas Vegas, Nevada
Eastside Cannery Casino and Hotel (1)Las Vegas, Nevada
Aliante Casino + Hotel + SpaNorth Las Vegas, Nevada
Cannery Casino HotelNorth Las Vegas, Nevada
Jokers WildHenderson, Nevada
Downtown Las Vegas
California Hotel and CasinoLas Vegas, Nevada
Fremont Hotel & CasinoLas Vegas, Nevada
Main Street Station Hotel and CasinoLas Vegas, Nevada
Midwest & South
Par-A-Dice CasinoEast Peoria, Illinois
Belterra Casino Resort (2)Florence, Indiana
Blue Chip Casino Hotel SpaMichigan City, Indiana
Diamond Jo CasinoDubuque, Iowa
Diamond Jo WorthNorthwood, Iowa
Kansas Star CasinoMulvane, Kansas
Amelia Belle CasinoAmelia, Louisiana
Delta Downs Racetrack Hotel & CasinoVinton, Louisiana
Evangeline Downs Racetrack & CasinoOpelousas, Louisiana
Sam's Town ShreveportShreveport, Louisiana
Treasure Chest CasinoKenner, Louisiana
IP Casino Resort SpaBiloxi, Mississippi
Sam's Town Hotel and Gambling Hall TunicaTunica, Mississippi
Ameristar Casino * Hotel Kansas City (2)Kansas City, Missouri
Ameristar Casino * Resort * Spa St. Charles (2)St. Charles, Missouri
Belterra Park (2)Cincinnati, Ohio
Valley Forge Casino ResortKing of Prussia, Pennsylvania

(1) Due to the current levels of demand in the market, Eastside Cannery remains closed since it was closed on* March 18, 2020,*in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus.

(2) Property is subject to a master lease agreement with a real estate investment trust.

Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDAR

We evaluate profitability based on Adjusted EBITDAR, which represents earnings before interest expense, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, other items, net and master lease rent expense, as applicable. Total Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and Adjusted EBITDAR related to the online operations in our Online segment. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency and captive insurance company as our Downtown Las Vegas properties focus their marketing efforts on gaming customers from Hawaii.

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EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with GAAP, facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before the impact of investing transactions, financing transactions and income taxes. 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 tables set forth, for the periods indicated, departmental revenues for our Reportable Segments and our Managed & Other category to reconcile to total revenues:

Food & · Management
GamingBeverageRoomOnlineFeeOtherTotal
(In thousands)RevenueRevenueRevenueRevenueRevenueRevenueRevenue
Revenues
Las Vegas Locals$161,456$22,422$25,756$—$—$15,988$225,622
Downtown Las Vegas33,72110,4156,568——2,82753,531
Midwest & South428,24139,80216,623——16,100500,766
Online———146,170——146,170
Managed & Other10,713———22,2451,47434,432
Total Revenues$634,131$72,639$48,947$146,170$22,245$36,389$960,521
Food & · Management
GamingBeverageRoomOnlineFeeOtherTotal
(In thousands)RevenueRevenueRevenueRevenueRevenueRevenueRevenue
Revenues
Las Vegas Locals$176,321$22,763$25,381$—$—$15,805$240,270
Downtown Las Vegas36,41710,4976,849——2,79456,557
Midwest & South440,08538,32417,835——15,929512,173
Online———122,863——122,863
Managed & Other11,485———20,03058832,103
Total Revenues$664,308$71,584$50,065$122,863$20,030$35,116$963,966

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The following table reconciles, for the periods indicated, our Reportable Segments and our Managed & Other category Adjusted EBITDAR to net income, as reported in our accompanying condensed consolidated statements of operations:

Three Months Ended
March 31,
(In thousands)20242023
Adjusted EBITDAR
Las Vegas Locals$110,438$126,160
Downtown Las Vegas17,81522,367
Midwest & South180,994198,684
Online20,47620,623
Managed & Other24,78121,551
Corporate expense(24,018)(22,239)
Adjusted EBITDAR330,486367,146
Other operating costs and expenses
Deferred rent161177
Master lease rent expense27,23526,828
Depreciation and amortization62,91361,560
Share-based compensation expense6,8607,819
Project development, preopening and writedowns3,021(18,874)
Impairment of assets10,5004,537
Other operating items, net411220
Total other operating costs and expenses111,10182,267
Operating income219,385284,879
Other expense (income)
Interest income(446)(18,145)
Interest expense, net of amounts capitalized42,30943,866
Other, net50104
Total other expense, net41,91325,825
Income before income taxes177,472259,054
Income tax provision(40,999)(59,323)
Net income$136,473$199,731

For purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that arenot directly related to our casino, hotel and online operations.

Total Reportable Segment Assets

The Company's assets by Reportable Segment and Managed & Other category consisted of the following amounts:

March 31,December 31,
(In thousands)20242023
Assets
Las Vegas Locals$1,629,101$1,634,732
Downtown Las Vegas294,215295,494
Midwest & South3,786,3753,805,301
Online148,689155,356
Managed & Other121,610124,161
Corporate247,902258,082
Total Assets$6,227,892$6,273,126

NOTE10. SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after* March 31, 2024*. During this period, up to the filing date, we didnot identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

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