BOYD GAMING CORP - Quarter Report: 2019 March (Form 10-Q)

Trading Symbol

Name of each exchange on which registered

Common stock, $0.01 par value

New York Stock Exchange

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-Q

____________________________________________________

(Mark One)



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

For the quarterly period ended March 31, 2019



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

For the transition period from to

Commission file number: 1-12882

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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)

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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 x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

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



Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

		Emerging growth company	o

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

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

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

The number of shares outstanding of the registrant’s common stock as of May 3, 2019 was 111,383,877.

BOYD GAMING CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MARCH 31, 2019

TABLE OF CONTENTS



		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018	3

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018	4

	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018	5

	Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2019 and 2018	6

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48

Item 4.	Controls and Procedures	49

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	50

Item 1A.	Risk Factors	50

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 6.	Exhibits	51

Signature Page		52

PART I. Financial Information

Item 1. Financial Statements (Unaudited)

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)



	March 31,			December 31,
(In thousands, except share data)	2019			2018
ASSETS
Current assets
Cash and cash equivalents	$	247,681		$	249,417
Restricted cash	24,951			23,785
Accounts receivable, net	58,862			54,667
Inventories	18,872			20,590
Prepaid expenses and other current assets	46,817			45,815
Income taxes receivable	5,477			5,477
Total current assets	402,660			399,751
Property and equipment, net	2,742,918			2,716,064
Operating lease right-of-use assets	919,583			—
Other assets, net	115,476			106,277
Intangible assets, net	1,440,999			1,466,670
Goodwill, net	1,088,500			1,062,102
Other long-term tax assets	5,475			5,475
Total assets	$	6,715,611		$	5,756,339
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	119,549		$	111,172
Current maturities of long-term debt	26,986			24,181
Accrued liabilities	412,889			334,175
Income tax payable	1,392			173
Total current liabilities	560,816			469,701
Long-term debt, net of current maturities and debt issuance costs	3,922,519			3,955,119
Operating lease liabilities, net of current portion	855,768			—
Deferred income taxes	131,193			121,262
Other long-term tax liabilities	3,687			3,636
Other liabilities	71,519			60,880
Commitments and contingencies (Notes 3, 8 and 10)
Stockholders' equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized	—			—
Common stock, $0.01 par value, 200,000,000 shares authorized; 111,381,986 and 111,757,105 shares outstanding	1,114			1,118
Additional paid-in capital	877,470			892,331
Retained earnings	292,125			253,357
Accumulated other comprehensive loss	(600		)	(1,065		)
Total stockholders' equity	1,170,109			1,145,741
Total liabilities and stockholders' equity	$	6,715,611		$	5,756,339

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)



	Three Months Ended
	March 31,
(In thousands, except per share data)	2019			2018
Revenues
Gaming	$	620,253		$	440,463
Food & beverage	111,090			85,399
Room	57,244			47,912
Other	38,701			32,344
Total revenues	827,288			606,118
Operating costs and expenses
Gaming	276,616			189,035
Food & beverage	102,151			82,690
Room	26,882			20,933
Other	23,880			20,805
Selling, general and administrative	115,411			87,583
Master lease rent expense	23,962			—
Maintenance and utilities	38,100			27,926
Depreciation and amortization	67,253			51,276
Corporate expense	31,177			25,857
Project development, preopening and writedowns	4,031			3,440
Other operating items, net	199			1,799
Total operating costs and expenses	709,662			511,344
Operating income	117,626			94,774
Other expense (income)
Interest income	(106		)	(457		)
Interest expense, net of amounts capitalized	61,330			44,259
Loss on early extinguishments and modifications of debt	—			61
Other, net	115			(380		)
Total other expense, net	61,339			43,483
Income before income taxes	56,287			51,291
Income tax provision	(10,836		)	(9,892		)
Net income	$	45,451		$	41,399


Basic net income per common share	$	0.40		$	0.36
Weighted average basic shares outstanding	113,340			114,375


Diluted net income per common share	$	0.40		$	0.36
Weighted average diluted shares outstanding	113,871			115,154

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)



	Three Months Ended
	March 31,
(In thousands)	2019		2018
Net income	$	45,451	$	41,399
Other comprehensive income (loss), net of tax:
Fair value adjustments to available-for-sale securities, net of tax	465		(964		)
Comprehensive income	$	45,916	$	40,435

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

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



	Common Stock					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net			Total


(In thousands, except share data)	Shares		Amount
Balances, January 1, 2019	111,757,105		$	1,118		$	892,331		$	253,357		$	(1,065	)	$	1,145,741
Net income	—		—			—			45,451			—			45,451
Comprehensive income attributable to Boyd, net of tax	—		—			—			—			465			465
Stock options exercised	137,063		1			1,261			—			—			1,262
Release of restricted stock units, net of tax	46,958		—			(418		)	—			—			(418		)
Release of performance stock units, net of tax	270,960		3			(3,768		)	—			—			(3,765		)
Shares repurchased and retired	(830,100	)	(8		)	(21,645		)	—			—			(21,653		)
Dividends declared ($0.06 per share)	—		—			—			(6,683		)	—			(6,683		)
Share-based compensation costs	—		—			9,709			—			—			9,709
Balances, March 31, 2019	111,381,986		$	1,114		$	877,470		$	292,125		$	(600	)	$	1,170,109

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	—		—			—			(312		)	312			—
Net income	—		—			—			41,399			—			41,399
Comprehensive loss attributable to Boyd, net of tax	—		—			—			—			(964		)	(964		)
Stock options exercised	221,400		2			2,043			—			—			2,045
Release of restricted stock units, net of tax	16,957		—			(364		)	—			—			(364		)
Release of performance stock units, net of tax	337,537		4			(5,274		)	—			—			(5,270		)
Shares repurchased and retired	(559,089	)	(6		)	(19,797		)	—			—			(19,803		)
Dividends declared ($0.05 per share)	—		—			—			(5,635		)	—			(5,635		)
Share-based compensation costs	—		—			8,927			—			—			8,927
Balances, March 31, 2018	112,651,223		$	1,126		$	917,393		$	199,877		$	(834	)	$	1,117,562

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



	Three Months Ended
	March 31,
(In thousands)	2019			2018
Cash Flows from Operating Activities
Net income	$	45,451		$	41,399
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	67,253			51,276
Amortization of debt financing costs and discounts on debt	2,346			2,186
Share-based compensation expense	9,709			8,927
Deferred income taxes	9,931			8,094
Loss on early extinguishments and modifications of debt	—			61
Other operating activities	171			56
Changes in operating assets and liabilities:
Accounts receivable, net	(4,195		)	3,823
Inventories	1,718			387
Prepaid expenses and other current assets	(1,002		)	1,047
Income taxes (receivable) payable, net	1,219			1,821
Other assets, net	(4,407		)	169
Accounts payable and accrued liabilities	25,206			(2,795		)
Other long-term tax liabilities	51			47
Other liabilities	10,639			2,027
Net cash provided by operating activities	164,090			118,525
Cash Flows from Investing Activities
Capital expenditures	(89,322		)	(25,918		)
Other investing activities	(11,918		)	(500		)
Net cash used in investing activities	(101,240		)	(26,418		)
Cash Flows from Financing Activities
Borrowings under bank credit facility	434,829			179,600
Payments under bank credit facility	(466,802		)	(264,403		)
Debt financing costs, net	(53		)	(9		)
Share-based compensation activities, net	(2,921		)	(3,589		)
Shares repurchased and retired	(21,653		)	(19,803		)
Dividends paid	(6,705		)	(5,632		)
Other financing activities	(115		)	(50		)
Net cash used in financing activities	(63,420		)	(113,886		)
Change in cash, cash equivalents and restricted cash	(570		)	(21,779		)
Cash, cash equivalents and restricted cash, beginning of period	273,202			227,279
Cash, cash equivalents and restricted cash, end of period	$	272,632		$	205,500
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	$	44,687		$	16,897
Cash received for income taxes	187			65
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures	$	3,022		$	6,452

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

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NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

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

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

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2018, as filed with the U.S. Securities and Exchange Commission ("SEC") on March 1, 2019.

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

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

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

Restricted Cash

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

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



	March 31,		December 31,		March 31,		December 31,
(In thousands)	2019		2018		2018		2017
Cash and cash equivalents	$	247,681	$	249,417	$	179,706	$	203,104
Restricted cash	24,951		23,785		25,794		24,175
Total cash, cash equivalents and restricted cash	$	272,632	$	273,202	$	205,500	$	227,279

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

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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. 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 generally 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.

Operating leases are included in operating lease right-of-use assets, other current liabilities and operating lease liabilities on our condensed consolidated balance sheets.

Revenue Recognition

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

Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the loyalty point contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately. The loyalty point contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note 6, Accrued Liabilities, for the balance outstanding related to player loyalty programs.

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 owed in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. See Note 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 hotel rooms and food & beverage). We reward customers, through the use of bonus programs, with points based on amounts wagered that can be redeemed for a specified period of time for complimentary slot play, food & beverage, and to a lesser extent for other goods or services, depending upon the property.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

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



	Three Months Ended
	March 31,
(In thousands)	2019		2018
Food & beverage	$	53,918	$	42,638
Rooms	23,274		19,000
Other	3,466		2,580

Gaming Taxes

We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are recorded as a gaming expense in the condensed consolidated statements of operations. These taxes totaled approximately $135.7 million and $78.1 million for the three months ended March 31, 2019 and 2018, respectively.

Income Taxes

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

Other Long-Term Tax Liabilities

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

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

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

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

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Recently Adopted Accounting Pronouncements

Accounting Standards Update ("ASU") 2018-02, Income Statement - Reporting Comprehensive Income ("Update 2018-02")

In first quarter 2018, the Company adopted ASU 2018-02 which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The effect of this change in accounting principle is to record an other comprehensive income tax effect of $0.3 million as a reduction in retained earnings on the condensed consolidated statement of changes in stockholders' equity for the three months ended March 31, 2018.

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 (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.

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 condensed consolidated balance sheet. Adoption of the Lease Standard resulted in the recognition of $926.7 million of ROU assets and $921.8 million of lease liabilities on our condensed consolidated balance sheet as of the date of adoption, primarily related to land, buildings and office space. The difference of $4.9 million represented deferred rent for leases that existed as of the date of adoption, which was an offset to the opening balance of right-of-use assets. The adoption of the Lease Standard did not have a material impact on our condensed consolidated statements of income, stockholders’ equity and cash flows.

See Note 9, Leases, for further information regarding our leases.

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 have not yet determined the effect, if any, that the implementation of such proposed standards would have on our consolidated financial statements.

NOTE 3. ACQUISITIONS

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 Casino Kansas City, LLC ("Ameristar Kansas City"), the owner and operator of Ameristar Casino Hotel Kansas City; Ameristar Casino St. Charles, LLC ("Ameristar St. Charles"), the owner and operator of Ameristar Casino Resort Spa St. Charles; Belterra Resort Indiana LLC ("Belterra Resort"), the owner and operator of Belterra Casino Resort located in Florence, Indiana; and PNK (Ohio) LLC ("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 Acquired Companies as well as certain other assets (and assumed certain other liabilities) of Pinnacle related to the Acquired Companies (collectively, the "Pinnacle Acquisition"). Each of the Acquired Companies is now a wholly owned subsidiary of Boyd Gaming. The acquired companies are aggregated into our Midwest & South segment (See Note 12, Segment Information). The net purchase price was $568.3 million, subject to adjustments based on final working capital, cash and indebtedness of the combined properties at closing and transaction expenses.

Pursuant to the Pinnacle Purchase Agreement, Boyd TCIV entered into a Master Lease, dated October 15, 2018 (the "Master

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

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 real estate 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.

Consideration Transferred

The fair value of the consideration transferred on the date of the Pinnacle Purchase Agreement included the purchase price of the net assets transferred. The total gross cash consideration was $607.3 million.

Status of Purchase Price Allocation

The Company is following the acquisition method of accounting per FASB Accounting Standards Codification Topic 805 ("ASC 805") guidance. For purposes of these condensed consolidated financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates of fair value as determined by management with the assistance from third-party specialists. The excess of the purchase price over the preliminary estimated fair value of the assets acquired and liabilities assumed has been recorded as goodwill. The Company has recognized the assets acquired and liabilities assumed in the acquisition based on fair value estimates as of the date of the Pinnacle Acquisition. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessary to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations are expected to be completed during third quarter 2019. The final fair value determinations may be significantly different than those reflected in the condensed consolidated financial statements at March 31, 2019.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

The following table summarizes the preliminary allocation of the purchase price:



	Preliminary Purchase Price Allocation
(In thousands)	As of December 31, 2018			Adjustments			As of March 31, 2019
Current assets	$	64,604		$	—		$	64,604
Property and equipment	167,000			(400		)	166,600
Other assets	(28		)	—			(28		)
Intangible assets	415,400			(16,700		)	398,700
Total acquired assets	646,976			(17,100		)	629,876

Current liabilities	54,585			—			54,585
Other liabilities	57,832			—			57,832
Total liabilities assumed	112,417			—			112,417
Net identifiable assets acquired	534,559			(17,100		)	517,459
Goodwill	72,740			17,100			89,840
Net assets acquired	$	607,299		$	—		$	607,299

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



(In thousands)	Useful Lives	As Recorded
Land		$	7,350
Buildings and improvements	15 - 40 years	89,150
Furniture and equipment	2 - 10 years	65,200
Construction in progress		4,900
Property and equipment acquired		$	166,600

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



(In thousands)	Useful Lives	As Recorded
Customer relationship	4 years	$	41,200
Trademark	Indefinite	43,000
Gaming license right	Indefinite	314,500
Total intangible assets acquired		$	398,700

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

The Company recognized $1.0 million and $0.5 million of acquisition related costs that were expensed for the three months ended March 31, 2019 and 2018, respectively. These costs are included in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns".

Condensed Consolidated Statement of Operations for the three months ended March 31, 2019

The following supplemental information presents the financial results of the Pinnacle Properties included in the Company's condensed consolidated statement of operations for the for the three months ended March 31, 2019:

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________



	Three Months Ended
(In thousands)	March 31, 2019
Total revenues	$	160,558
Net income	$	12,656

Valley Forge Convention Center Partners

On September 17, 2018, we completed the acquisition of Valley Forge Convention Center Partners, L.P., the owner and operator of Valley Forge Casino Resort ("Valley Forge"), 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 12, Segment Information). The net purchase price was $266.6 million.

Consideration Transferred

The fair value of the consideration transferred on the date of the Valley Forge Merger included the purchase price of the net assets transferred. The total gross consideration was $291.4 million.

Status of Purchase Price Allocation

The Company is following the acquisition method of accounting per ASC 805 guidance. For purposes of these condensed consolidated financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates of fair value as determined by management based on its judgment. The excess of the purchase price over the preliminary estimated fair value of the assets acquired and liabilities assumed has been recorded as goodwill. The Company has recognized the assets acquired and liabilities assumed in the acquisition based on fair value estimates as of the date of the Valley Forge Merger. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessary to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations are expected to be completed during second quarter 2019. The final fair value determinations may be significantly different than those reflected in the condensed consolidated financial statements at March 31, 2019.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

The following table summarizes the preliminary allocation of the purchase price:



	Preliminary Purchase Price Allocation
(In thousands)	As of December 31, 2018		Adjustments			As of March 31, 2019
Current assets	$	29,909	$	—		$	29,909
Property and equipment	56,500		—			56,500
Other assets	483		2,702			3,185
Intangible assets	148,600		(12,000		)	136,600
Total acquired assets	235,492		(9,298		)	226,194

Current liabilities	12,968		—			12,968
Other liabilities	606		—			606
Total liabilities assumed	13,574		—			13,574
Net identifiable assets acquired	221,918		(9,298		)	212,620
Goodwill	69,446		9,298			78,744
Net assets acquired	$	291,364	$	—		$	291,364

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



(In thousands)	Useful Lives	As Recorded
Land		$	15,200
Buildings and improvements	15 - 40 years	32,900
Furniture and equipment	2 - 6 years	7,971
Construction in progress		429
Property and equipment acquired		$	56,500

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



(In thousands)	Useful Lives	As Recorded
Customer relationship	5 years	$	16,100
Trademark	Indefinite	12,500
Gaming license right	Indefinite	108,000
Total intangible assets acquired		$	136,600

The Company recognized $0.3 million and $0.4 million of acquisition related costs that were expensed for the three months ended March 31, 2019 and 2018, respectively. These costs are included in the condensed consolidated statements of operations in the line item entitled "Project development, preopening and writedowns".

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

Condensed Consolidated Statement of Operations for the three months ended March 31, 2019

The following supplemental information presents the financial results of Valley Forge included in the Company's condensed consolidated statement of operations for the three months ended March 31, 2019:



	Three Months Ended
(In thousands)	March 31, 2019
Total revenues	$	41,191
Net income	$	6,828

Lattner Entertainment Group Illinois

On June 1, 2018, we completed the acquisition of Lattner Entertainment Group Illinois, LLC ("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 operates nearly 1,000 gaming units in approximately 220 locations across the state of Illinois and is aggregated into our Midwest & South segment (See Note 12, Segment Information). The net purchase price was $100.0 million.

Consideration Transferred

The fair value of the consideration transferred on the date of the Lattner Merger included the purchase price of the net assets transferred. The total gross consideration was $110.5 million.

Status of Purchase Price Allocation

The Company is following the acquisition method of accounting per ASC 805 guidance. For purposes of these condensed consolidated financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates of fair value as determined by management based on its judgment. The excess of the purchase price over the preliminary estimated fair value of the assets acquired and liabilities assumed has been recorded as goodwill. The Company has recognized the assets acquired and liabilities assumed in the acquisition based on fair value estimates as of the date of the Lattner Merger. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessary to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations are expected to be completed during second quarter 2019. The final fair value determinations may be significantly different than those reflected in the condensed consolidated financial statements at March 31, 2019.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

The following table summarizes the preliminary allocation of the purchase price:



	Preliminary Purchase Price Allocation
(In thousands)	As of December 31, 2018		Adjustments		As of March 31, 2019
Current assets	$	10,638	$	—	$	10,638
Property and equipment	9,307		—		9,307
Other assets	1,963		—		1,963
Intangible assets	58,000		—		58,000
Total acquired assets	79,908		—		79,908

Current liabilities	1,062		—		1,062
Total liabilities assumed	1,062		—		1,062
Net identifiable assets acquired	78,846		—		78,846
Goodwill	31,692		—		31,692
Net assets acquired	$	110,538	$	—	$	110,538

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



(In thousands)	Useful Lives	As Recorded
Buildings and improvements	10 - 45 years	$	66
Furniture and equipment	3 - 7 years	9,241
Property and equipment acquired		$	9,307

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



(In thousands)	Useful Lives	As Recorded
Host agreements	15 years	$	58,000
Total intangible assets acquired		$	58,000

The Company recognized $0.2 million of acquisition related costs that were expensed for the three months ended March 31, 2019. There were no acquisition related costs expensed for the three months ended March 31, 2018. These costs are included in the condensed consolidated statements of operations in the line item entitled "Project development, preopening and writedowns".

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 three months ended March 31, 2019.

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, 2018. 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.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________



	Three Months Ended March 31, 2018
(In thousands)	Boyd Gaming Corporate (As Reported)		Acquired Companies		Boyd Gaming Corporate (Pro Forma)
Total revenues	$	606,118	$	209,716	$	815,834
Net income from continuing operations, net of tax	$	41,399	$	3,446	$	44,845
Basic net income per share	$	0.36			$	0.39
Diluted net income per share	$	0.36			$	0.39

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, including 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.

NOTE 4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:



	March 31,		December 31,
(In thousands)	2019		2018
Land	$	327,506	$	316,590
Buildings and improvements	3,091,773		3,084,337
Furniture and equipment	1,519,582		1,480,917
Riverboats and barges	239,452		240,507
Construction in progress	97,660		66,752
Total property and equipment	5,275,973		5,189,103
Less accumulated depreciation	2,533,055		2,473,039
Property and equipment, net	$	2,742,918	$	2,716,064

Depreciation expense is as follows:



	Three Months Ended
	March 31,
(In thousands)	2019		2018
Depreciation expense	$	60,045	$	50,146

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

NOTE 5. INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:



	March 31, 2019
	Weighted	Gross					Cumulative
	Average Life	Carrying		Cumulative			Impairment			Intangible
(In thousands)	Remaining	Value		Amortization			Losses			Assets, Net
Amortizing intangibles
Customer relationships	4.0 years	$	66,700	$	(21,062	)	$	—		$	45,638
Favorable lease rates	36.8 years	11,730		(3,358		)	—			8,372
Development agreement	—	21,373		—			—			21,373
Host agreements	14.2 years	58,000		(3,222		)	—			54,778
		157,803		(27,642		)	—			130,161

Indefinite lived intangible assets
Trademarks	Indefinite	207,387		—			(4,300		)	203,087
Gaming license rights	Indefinite	1,321,685		(33,960		)	(179,974		)	1,107,751
		1,529,072		(33,960		)	(184,274		)	1,310,838
Balance, March 31, 2019		$	1,686,875	$	(61,602	)	$	(184,274	)	$	1,440,999



	December 31, 2018
	Weighted	Gross					Cumulative
	Average Life	Carrying		Cumulative			Impairment			Intangible
(In thousands)	Remaining	Value		Amortization			Losses			Assets, Net
Amortizing intangibles
Customer relationships	7.3 years	$	65,400	$	(15,113	)	$	—		$	50,287
Favorable lease rates	37.0 years	11,730		(3,302		)	—			8,428
Development agreement	—	21,373		—			—			21,373
Host agreements	14.4 years	58,000		(2,256		)	—			55,744
		156,503		(20,671		)	—			135,832

Indefinite lived intangible assets
Trademarks	Indefinite	207,387		—			(4,300		)	203,087
Gaming license rights	Indefinite	1,341,685		(33,960		)	(179,974		)	1,127,751
		1,549,072		(33,960		)	(184,274		)	1,330,838
Balance, December 31, 2018		$	1,705,575	$	(54,631	)	$	(184,274	)	$	1,466,670

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

NOTE 6. ACCRUED LIABILITIES

Accrued liabilities consist of the following:



	March 31,		December 31,
(In thousands)	2019		2018
Payroll and related expenses	$	79,895	$	85,532
Interest	50,031		35,734
Gaming liabilities	61,002		59,823
Player loyalty program liabilities	27,032		25,251
Advance deposits	26,032		21,687
Outstanding chip liabilities	5,641		7,449
Dividend payable	6,683		6,705
Operating lease liabilities	63,815		—
Other accrued liabilities	92,758		91,994
Total accrued liabilities	$	412,889	$	334,175

NOTE 7. LONG-TERM DEBT

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



			March 31, 2019
								Unamortized
	Interest							Origination
	Rates at		Outstanding		Unamortized			Fees and			Long-Term
(In thousands)	Mar. 31, 2019		Principal		Discount			Costs			Debt, Net
Bank credit facility	4.649	%	$	1,739,356	$	(1,218	)	$	(20,390	)	$	1,717,748
6.875% senior notes due 2023	6.875	%	750,000		—			(7,262		)	742,738
6.375% senior notes due 2026	6.375	%	750,000		—			(9,263		)	740,737
6.000% senior notes due 2026	6.000	%	700,000		—			(10,290		)	689,710
Other	11.023	%	58,572		—			—			58,572
Total long-term debt			3,997,928		(1,218		)	(47,205		)	3,949,505
Less current maturities			26,986		—			—			26,986
Long-term debt, net			$	3,970,942	$	(1,218	)	$	(47,205	)	$	3,922,519



			December 31, 2018
								Unamortized
	Interest							Origination
	Rates at		Outstanding		Unamortized			Fees and			Long-Term
(In thousands)	Dec. 31, 2018		Principal		Discount			Costs			Debt, Net
Bank credit facility	4.651	%	$	1,771,330	$	(1,286	)	$	(21,515	)	$	1,748,529
6.875% senior notes due 2023	6.875	%	750,000		—			(7,701		)	742,299
6.375% senior notes due 2026	6.375	%	750,000		—			(9,594		)	740,406
6.000% senior notes due 2026	6.000	%	700,000		—			(10,639		)	689,361
Other	11.010	%	58,705		—			—			58,705
Total long-term debt			4,030,035		(1,286		)	(49,449		)	3,979,300
Less current maturities			24,181		—			—			24,181
Long-term debt, net			$	4,005,854	$	(1,286	)	$	(49,449	)	$	3,955,119

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

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



	March 31,		December 31,
(In thousands)	2019		2018
Revolving Credit Facility	$	315,000	$	320,000
Term A Loan	244,838		248,351
Refinancing Term B Loans	1,149,518		1,152,679
Swing Loan	30,000		50,300
Total outstanding principal amounts under the bank credit facility	$	1,739,356	$	1,771,330

At March 31, 2019, approximately $1.7 billion was outstanding under the bank credit facility. With a total revolving credit commitment of $945.5 million available under the bank credit facility, $315.0 million was borrowed on the Revolving Credit Facility, $30.0 million was borrowed on the Swing Loan and $12.7 million allocated to support various letters of credit, leaving a remaining contractual availability of $587.8 million as of March 31, 2019.

Covenant Compliance

As of March 31, 2019, we believe that we were in compliance with the financial and other covenants of our debt instruments.

NOTE 8. COMMITMENTS AND CONTINGENCIES

Commitments

As of March 31, 2019, there have been no material changes to our commitments described under Note 9, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on March 1, 2019.

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 9. LEASES

We have operating and finance leases primarily for three casino hotel properties, corporate offices, parking ramps, gaming and other equipment. Our leases have remaining lease terms of 1 year to 59 years, some of which include options to extend the leases for up to 67 years, and some of which include options to terminate the leases within 1 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 three months ended March 31, 2019 was not material.

The components of lease expense were as follows:



	Three Months Ended
(In thousands)	March 31, 2019
Operating lease cost	$	29,635
Short-term lease cost	336

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

Supplemental cash flow information related to leases was as follows:



	Three Months Ended
(In thousands)	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	29,720

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	3,710

Supplemental balance sheet information related to leases was as follows:



(In thousands, except lease term and discount rate)	March 31, 2019
Operating Leases
Operating lease right-of-use assets	$	919,583

Current lease liabilities (included in accrued liabilities)	$	63,815
Operating lease liabilities	855,768
Total operating lease liabilities	$	919,583

Weighted Average Remaining Lease Term
Operating leases	20.2 years

Weighted Average Discount Rate
Operating leases	9.3		%

Maturities of lease liabilities were as follows:




(In thousands)	Operating Leases
For the period ending December 31,
Last three quarters of 2019	$	109,753
2020	138,789
2021	115,046
2022	112,981
2023	111,604
Thereafter	1,375,942
Total lease payments	1,964,115
Less imputed interest	(980,717		)
Less current portion (included in accrued liabilities)	(63,815		)
Long-term portion of operating lease liabilities	$	919,583

NOTE 10. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Program

On May 2, 2017 the Company announced that its Board of Directors had reaffirmed the Company's existing share repurchase program (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"). As of March 31, 2019, the 2008 Plan was fully depleted and $78.9 million remained under the 2018 Plan. The Company intends to make purchases of its common stock from time to time under this program through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

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



	Three Months Ended
	March 31,
(In thousands, except per share data)	2019		2018
Shares repurchased ⁽²⁾	830		559
Total cost, including brokerage fees	$	21,653	$	19,803
Average repurchase price per share ⁽³⁾	$	26.09	$	35.42

⁽¹⁾ Shares repurchased reflect repurchases settled during the three months ended March 31, 2019 and 2018.

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

⁽³⁾ Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.

Dividends

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 and reflected in the periods presented 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
December 7, 2018	December 28, 2018	January 15, 2019	0.06
March 4, 2019	March 15, 2019	April 15, 2019	0.06

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)	2019		2018
Gaming	$	194	$	172
Food & beverage	37		33
Room	18		15
Selling, general and administrative	988		872
Corporate expense	8,472		7,835
Total share-based compensation expense	$	9,709	$	8,927

Performance Shares

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

The PSU grants awarded in fourth quarter 2015 and 2014 vested during first quarter 2019 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, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") growth and customer service scores for the three-year performance period of each grant. As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs.

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

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 year-end 2017; therefore, the vesting of the PSUs did not impact compensation costs in our 2018 condensed consolidated statement of operations.

NOTE 11. FAIR VALUE MEASUREMENTS

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

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

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

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

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

Balances Measured at Fair Value

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



	March 31, 2019
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	247,681	$	247,681	$	—	$	—
Restricted cash	24,951		24,951		—		—
Investment available for sale	16,452		—		—		16,452

Liabilities
Contingent payments	$	2,280	$	—	$	—	$	2,280

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________



	December 31, 2018
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	249,417	$	249,417	$	—	$	—
Restricted cash	23,785		23,785		—		—
Investment available for sale	15,772		—		—		15,772

Liabilities
Contingent payments	$	2,407	$	—	$	—	$	2,407

Cash and Cash Equivalents and Restricted Cash

The fair values of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, are based on statements received from our banks at March 31, 2019 and December 31, 2018.

Investment Available for Sale

We have an investment in a single municipal bond issuance of $20.0 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 with a maturity date of June 1, 2037 that is classified as available for sale. We are the only holder of this instrument and there is no quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy. The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at March 31, 2019 and December 31, 2018 is a discount rate of 11.0% and 11.2%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets. At both March 31, 2019 and December 31, 2018, $0.5 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, 2019 and December 31, 2018, $15.9 million and $15.3 million, respectively, is included in other assets on the condensed consolidated balance sheets. The discount associated with this investment of $2.8 million as of both March 31, 2019 and December 31, 2018, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the condensed consolidated statements of operations.

Contingent Payments

In connection with the development of the Kansas Star Casino ("Kansas Star"), Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star's EBITDA each month for a period of ten years commencing on December 20, 2011. The liability is recorded at the estimated fair value of the contingent payments using a discounted cash flows approach and the significant unobservable input used in the valuation at March 31, 2019 and December 31, 2018, is a discount rate of 6.9% and 6.8%, respectively. At March 31, 2019 and December 31, 2018, there was a current liability of $0.9 million and $0.8 million, respectively, related to this agreement, which is recorded in accrued liabilities on the respective condensed consolidated balance sheets, and long-term obligation at March 31, 2019 and December 31, 2018, of $1.4 million and $1.6 million, respectively, which is included in other liabilities on the respective condensed consolidated balance sheets.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

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



	Three Months Ended
	March 31, 2019					March 31, 2018
	Assets		Liability			Assets			Liability
(In thousands)	Investment Available for Sale		Contingent Payments			Investment Available for Sale			Contingent Payments
Balance at beginning of reporting period	$	15,772	$	(2,407	)	$	17,752		$	(2,887	)
Total gains (losses) (realized or unrealized):
Included in interest income (expense)	37		(39		)	36			(62		)
Included in other comprehensive income (loss)	643		—			(1,334		)	—
Included in other items, net	—		(66		)	—			(82		)
Purchases, sales, issuances and settlements:
Settlements	—		232			—			218
Balance at end of reporting period	$	16,452	$	(2,280	)	$	16,454		$	(2,813	)

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

Balances Disclosed at Fair Value

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



	March 31, 2019
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Liabilities
Obligation under assessment arrangements	$	29,431	$	24,128	$	29,141	Level 3



	December 31, 2018
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Liabilities
Obligation under assessment arrangements	$	29,943	$	24,477	$	29,591	Level 3

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



	March 31, 2019
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Bank credit facility	$	1,739,356	$	1,717,748	$	1,725,412	Level 2
6.875% senior notes due 2023	750,000		742,738		778,125		Level 1
6.375% senior notes due 2026	750,000		740,737		779,063		Level 1
6.000% senior notes due 2026	700,000		689,710		717,500		Level 1
Other	58,572		58,572		58,572		Level 3
Total debt	$	3,997,928	$	3,949,505	$	4,058,672

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________



	December 31, 2018
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Bank credit facility	$	1,771,330	$	1,748,529	$	1,720,654	Level 2
6.875% senior notes due 2023	750,000		742,299		757,500		Level 1
6.375% senior notes due 2026	750,000		740,406		724,688		Level 1
6.000% senior notes due 2026	700,000		689,361		657,125		Level 1
Other	58,705		58,705		58,705		Level 3
Total debt	$	4,030,035	$	3,979,300	$	3,918,672

The estimated fair value of our bank credit facility is based on a relative value analysis performed on or about March 31, 2019 and December 31, 2018. The estimated fair values of our Senior Notes are based on quoted market prices as of March 31, 2019 and December 31, 2018. The other debt is fixed-rate debt consisting of the following: (i) Belterra Park Mortgage payable in 96 monthly installments, beginning in 2018; and (2) capital leases with various maturity dates from 2019 to 2026. The other debt is not traded and does not have an observable market input; therefore, we have estimated its fair value to be equal to the carrying value.

There were no transfers between Level 1, Level 2 and Level 3 measurements during the three months ended March 31, 2019 or 2018.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

NOTE 12. SEGMENT INFORMATION

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



Las Vegas Locals
Gold Coast Hotel and Casino	Las Vegas, Nevada
The Orleans Hotel and Casino	Las Vegas, Nevada
Sam's Town Hotel and Gambling Hall	Las Vegas, Nevada
Suncoast Hotel and Casino	Las Vegas, Nevada
Eastside Cannery Casino and Hotel	Las Vegas, Nevada
Aliante Casino + Hotel + Spa	North Las Vegas, Nevada
Cannery Casino Hotel	North Las Vegas, Nevada
Eldorado Casino	Henderson, Nevada
Jokers Wild Casino	Henderson, Nevada
Downtown Las Vegas
California Hotel and Casino	Las Vegas, Nevada
Fremont Hotel and Casino	Las Vegas, Nevada
Main Street Station Casino, Brewery and Hotel	Las Vegas, Nevada
Midwest & South
Par-A-Dice Hotel Casino	East Peoria, Illinois
Belterra Casino Resort	Florence, Indiana
Blue Chip Casino, Hotel & Spa	Michigan City, Indiana
Diamond Jo Dubuque	Dubuque, Iowa
Diamond Jo Worth	Northwood, Iowa
Kansas Star Casino	Mulvane, Kansas
Amelia Belle Casino	Amelia, Louisiana
Delta Downs Racetrack Casino & Hotel	Vinton, Louisiana
Evangeline Downs Racetrack and Casino	Opelousas, Louisiana
Sam's Town Hotel and Casino	Shreveport, Louisiana
Treasure Chest Casino	Kenner, Louisiana
IP Casino Resort Spa	Biloxi, Mississippi
Sam's Town Hotel and Gambling Hall	Tunica, Mississippi
Ameristar Casino Hotel Kansas City	Kansas City, Missouri
Ameristar Casino Resort Spa St. Charles	St. Charles, Missouri
Belterra Park	Cincinnati, Ohio
Valley Forge Casino Resort	King of Prussia, Pennsylvania

Total Reportable Segment Departmental Revenues and Adjusted EBITDAR

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

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



	Three Months Ended March 31, 2019
(In thousands)	Gaming Revenue		Food & Beverage Revenue		Room Revenue		Other Revenue		Total Revenue
Revenues
Las Vegas Locals	$	143,643	$	39,056	$	26,204	$	13,947	$	222,850
Downtown Las Vegas	33,939		14,103		7,198		7,786		63,026
Midwest & South	442,671		57,931		23,842		16,968		541,412
Total Revenues	$	620,253	$	111,090	$	57,244	$	38,701	$	827,288



	Three Months Ended March 31, 2018
(In thousands)	Gaming Revenue		Food & Beverage Revenue		Room Revenue		Other Revenue		Total Revenue
Revenues
Las Vegas Locals	$	143,148	$	38,870	$	26,156	$	14,001	$	222,175
Downtown Las Vegas	32,439		13,587		6,811		7,631		60,468
Midwest & South	264,876		32,942		14,945		10,712		323,475
Total Revenues	$	440,463	$	85,399	$	47,912	$	32,344	$	606,118

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



	Three Months Ended
	March 31,
(In thousands)	2019			2018
Adjusted EBITDAR
Las Vegas Locals	$	74,234		$	71,030
Downtown Las Vegas	15,025			13,218
Midwest & South	156,471			94,246
Total Reportable Segment Adjusted EBITDAR	245,730			178,494
Corporate expense	(22,705		)	(18,022		)
Adjusted EBITDAR	223,025			160,472

Other operating costs and expenses
Deferred rent	245			256
Master lease rent expense	23,962			—
Depreciation and amortization	67,253			51,276
Share-based compensation expense	9,709			8,927
Project development, preopening and writedowns	4,031			3,440
Other operating items, net	199			1,799
Total other operating costs and expenses	105,399			65,698
Operating income	$	117,626		$	94,774

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.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

Total Reportable Segment Assets

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



	March 31,		December 31,
(In thousands)	2019		2018
Assets
Las Vegas Locals	$	1,856,666	$	1,732,138
Downtown Las Vegas	214,844		169,495
Midwest & South	4,282,255		3,562,926
Total Reportable Segment Assets	6,353,765		5,464,559
Corporate	361,846		291,780
Total Assets	$	6,715,611	$	5,756,339

NOTE 13. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 6.875% Notes, our 6.375% Notes and our 6.000% Notes is presented below. The 6.875% Notes and 6.375% 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. The non-guarantors primarily represent special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.

The 6.000% Notes, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of our current and future domestic restricted subsidiaries. With the exception of one subsidiary, the guarantors of the 6.000% Notes are the same as for our 6.375% Notes and 6.875% Notes. The non-guarantors primarily represent our special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.

On January 10, 2019, Ameristar Kansas City, Ameristar St. Charles, Belterra Resort, Belterra Park and Valley Forge became guarantors of the 6.875% Notes, the 6.375% Notes, the 6.000% Notes and the Credit Facility.

The tables below present the condensed consolidating balance sheets as of March 31, 2019 and December 31, 2018, the condensed consolidating statements of operations for the three months ended March 31, 2019 and 2018, and the condensed consolidating statements of cash flows for the three months ended March 31, 2019 and 2018. We have reclassified certain prior year amounts in the current year presentation to reflect the designation of the additional Restricted Subsidiaries listed above as subsidiary guarantors.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

Condensed Consolidating Balance Sheets



	March 31, 2019
									Non-			Non-
									Guarantor			Guarantor
						Subsidiary			Subsidiaries			Subsidiaries
				Guarantor		(100%			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)*			Owned)			Owned)		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	607		$	232,397	$	—		$	14,677		$	—	$	—		$	247,681
Restricted cash	—			15,203		—			9,748			—		—			24,951
Other current assets	13,953			112,997		—			3,078			—		—			130,028
Property and equipment, net	155,029			2,485,423		—			102,466			—		—			2,742,918
Investments in subsidiaries	6,515,113			6,967		—			1,068			—		(6,523,148		)	—
Intercompany receivable	—			2,259,654		374,108			—			—		(2,633,762		)	—
Operating leases right-of-use assets	20,771			892,928		—			5,884			—		—			919,583
Other assets, net	42,227			30,443		—			48,281			—		—			120,951
Intangible assets, net	—			1,362,164		—			78,835			—		—			1,440,999
Goodwill, net	—			1,056,026		—			32,474			—		—			1,088,500
Total assets	$	6,747,700		$	8,454,202	$	374,108		$	296,511		$	—	$	(9,156,910	)	$	6,715,611

Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	26,695		$	291	$	—		$	—		$	—	$	—		$	26,986
Other current liabilities	173,918			336,261		(191		)	23,494			—		348			533,830
Intercompany payable	1,663,730			—		—			970,104			—		(2,633,834		)	—
Long-term debt, net of current maturities and debt issuance costs	3,864,238			597		—			57,684			—		—			3,922,519
Operating lease liabilities, net of current portion	17,706			833,663		—			4,399			—		—			855,768
Other long-term liabilities	(168,696		)	391,822		900			(17,627		)	—		—			206,399

Total stockholders' equity (deficit)	1,170,109			6,891,568		373,399			(741,543		)	—		(6,523,424		)	1,170,109
Total liabilities and stockholders' equity	$	6,747,700		$	8,454,202	$	374,108		$	296,511		$	—	$	(9,156,910	)	$	6,715,611

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

Condensed Consolidating Balance Sheets - continued



	December 31, 2018
								Non-			Non-
								Guarantor			Guarantor
						Subsidiary		Subsidiaries			Subsidiaries
				Guarantor		(100%		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)*		Owned)			Owned)		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	8,697		$	226,200	$	—	$	14,520		$	—	$	—		$	249,417
Restricted cash	—			13,703		—		10,082			—		—			23,785
Other current assets	15,636			108,069		191		2,844			—		(191		)	126,549
Property and equipment, net	117,642			2,505,987		—		92,435			—		—			2,716,064
Investments in subsidiaries	6,381,321			—		—		3,861			—		(6,385,182		)	—
Intercompany receivable	—			2,106,566		374,108		—			—		(2,480,674		)	—
Other assets, net	33,513			30,002		—		48,237			—		—			111,752
Intangible assets, net	—			1,386,868		—		79,802			—		—			1,466,670
Goodwill, net	—			1,029,628		—		32,474			—		—			1,062,102
Total assets	$	6,556,809		$	7,407,023	$	374,299	$	284,255		$	—	$	(8,866,047	)	$	5,756,339

Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	23,895		$	286	$	—	$	—		$	—	$	—		$	24,181
Other current liabilities	160,262			267,250		—		17,679			—		329			445,520
Accumulated losses of subsidiaries in excess of investment	—			9,459		—		—			—		(9,459		)	—
Intercompany payable	1,509,857			—		—		971,060			—		(2,480,917		)	—
Long-term debt, net of current maturities and debt issuance costs	3,896,699			736		—		57,684			—		—			3,955,119
Other long-term liabilities	(179,645		)	382,148		900		(17,625		)	—		—			185,778

Total stockholders' equity (deficit)	1,145,741			6,747,144		373,399		(744,543		)	—		(6,376,000		)	1,145,741
Total liabilities and stockholders' equity	$	6,556,809		$	7,407,023	$	374,299	$	284,255		$	—	$	(8,866,047	)	$	5,756,339

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

Condensed Consolidating Statements of Operations



	Three Months Ended March 31, 2019
								Non-			Non-
								Guarantor			Guarantor
						Subsidiary		Subsidiaries			Subsidiaries
			Guarantor			(100%		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)*		Owned)			Owned)		Eliminations			Consolidated
Total revenues	$	21,562	$	810,548		$	—	$	21,319		$	—	$	(26,141	)	$	827,288
Operating costs and expenses
Operating	—		411,835			—		17,694			—		—			429,529
Selling, general and administrative	—		112,724			—		2,687			—		—			115,411
Master lease rent expense	—		23,962			—		—			—		—			23,962
Maintenance and utilities	—		37,834			—		266			—		—			38,100
Depreciation and amortization	7,228		57,082			—		2,943			—		—			67,253
Corporate expense	29,953		185			—		1,039			—		—			31,177
Project development, preopening and writedowns	2,109		112			—		1,810			—		—			4,031
Other operating items, net	24		175			—		—			—		—			199
Intercompany expenses	51		26,090			—		—			—		(26,141		)	—
Total operating costs and expenses	39,365		669,999			—		26,439			—		(26,141		)	709,662
Equity in earnings (losses) of subsidiaries	109,868		(147		)	—		—			—		(109,721		)	—
Operating income (loss)	92,065		140,402			—		(5,120		)	—		(109,721		)	117,626
Other expense (income)
Interest expense, net	59,032		584			—		1,608			—		—			61,224
Other, net	129		—			—		(14		)	—		—			115
Total other expense (income), net	59,161		584			—		1,594			—		—			61,339
Income (loss) from continuing operations before income taxes	32,904		139,818			—		(6,714		)	—		(109,721		)	56,287
Income tax benefit (provision)	12,547		(24,440		)	—		1,057			—		—			(10,836		)
Net income (loss)	$	45,451	$	115,378		$	—	$	(5,657	)	$	—	$	(109,721	)	$	45,451
Comprehensive income (loss)	$	45,916	$	115,843		$	—	$	(5,657	)	$	—	$	(110,186	)	$	45,916

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

Condensed Consolidating Statements of Operations - continued



	Three Months Ended March 31, 2018
								Non-			Non-
								Guarantor			Guarantor
						Subsidiary		Subsidiaries			Subsidiaries
			Guarantor			(100%		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)*		Owned)			Owned)		Eliminations			Consolidated
Total revenues	$	20,841	$	600,962		$	—	$	10,021		$	—	$	(25,706	)	$	606,118
Operating costs and expenses
Operating	—		303,833			—		9,630			—		—			313,463
Selling, general and administrative	11		85,721			—		1,862			—		(11		)	87,583
Maintenance and utilities	—		27,598			—		328			—		—			27,926
Depreciation and amortization	3,836		46,530			—		910			—		—			51,276
Corporate expense	25,248		3			—		606			—		—			25,857
Project development, preopening and writedowns	1,503		173			—		1,764			—		—			3,440
Other operating items, net	—		1,799			—		—			—		—			1,799
Intercompany expenses	301		25,394			—		—			—		(25,695		)	—
Total operating costs and expenses	30,899		491,051			—		15,100			—		(25,706		)	511,344
Equity in earnings (losses) of subsidiaries	81,644		(185		)	—		—			—		(81,459		)	—
Operating income (loss)	71,586		109,726			—		(5,079		)	—		(81,459		)	94,774
Other expense (income)
Interest expense, net	43,519		277			—		6			—		—			43,802
Loss on early extinguishments and modifications of debt	61		—			—		—			—		—			61
Other, net	—		(364		)	—		(16		)	—		—			(380		)
Total other expense (income), net	43,580		(87		)	—		(10		)	—		—			43,483
Income (loss) from continuing operations before income taxes	28,006		109,813			—		(5,069		)	—		(81,459		)	51,291
Income tax benefit (provision)	13,393		(24,384		)	—		1,099			—		—			(9,892		)
Net income (loss)	$	41,399	$	85,429		$	—	$	(3,970	)	$	—	$	(81,459	)	$	41,399
Comprehensive income (loss)	$	40,435	$	84,465		$	—	$	(3,970	)	$	—	$	(80,495	)	$	40,435

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

Condensed Consolidating Statements of Cash Flows



	Three Months Ended March 31, 2019
									Non-			Non-
									Guarantor			Guarantor
							Subsidiary		Subsidiaries			Subsidiaries
				Guarantor			(100%		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)*		Owned)			Owned)		Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(30,882	)	$	193,653		$	—	$	1,490		$	—	$	(171	)	$	164,090
Cash flows from investing activities
Capital expenditures	(63,156		)	(25,455		)	—		(711		)	—		—			(89,322		)
Net activity with affiliates	—			(153,088		)	—		—			—		153,088			—
Other investing activities	(4,620		)	(7,298		)	—		—			—		—			(11,918		)
Net cash from investing activities	(67,776		)	(185,841		)	—		(711		)	—		153,088			(101,240		)
Cash flows from financing activities
Borrowings under bank credit facility	434,829			—			—		—			—		—			434,829
Payments under bank credit facility	(466,802		)	—			—		—			—		—			(466,802		)
Debt financing costs, net	(53		)	—			—		—			—		—			(53		)
Net activity with affiliates	153,873			—			—		(956		)	—		(152,917		)	—
Share-based compensation activities, net	(2,921		)	—			—		—			—		—			(2,921		)
Shares repurchased and retired	(21,653		)	—			—		—			—		—			(21,653		)
Dividends paid	(6,705		)	—			—		—			—		—			(6,705		)
Other financing activities	—			(115		)	—		—			—		—			(115		)
Net cash from financing activities	90,568			(115		)	—		(956		)	—		(152,917		)	(63,420		)
Net change in cash, cash equivalents and restricted cash	(8,090		)	7,697			—		(177		)	—		—			(570		)
Cash, cash equivalents and restricted cash, beginning of period	8,697			239,903			—		24,602			—		—			273,202
Cash, cash equivalents and restricted cash, end of period	$	607		$	247,600		$	—	$	24,425		$	—	$	—		$	272,632

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

______________________________________________________________________________________________________

Condensed Consolidating Statements of Cash Flows - continued



	Three Months Ended March 31, 2018
									Non-			Non-
									Guarantor			Guarantor
							Subsidiary		Subsidiaries			Subsidiaries
				Guarantor			(100%		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)*		Owned)			Owned)		Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(19,900	)	$	144,168		$	—	$	(5,115	)	$	—	$	(628	)	$	118,525
Cash flows from investing activities
Capital expenditures	(13,097		)	(12,692		)	—		(129		)	—		—			(25,918		)
Net activity with affiliates	—			(154,344		)	—		—			—		154,344			—
Other investing activities	(500		)	—			—		—			—		—			(500		)
Net cash from investing activities	(13,597		)	(167,036		)	—		(129		)	—		154,344			(26,418		)
Cash flows from financing activities
Borrowings under bank credit facility	179,600			—			—		—			—		—			179,600
Payments under bank credit facility	(264,403		)	—			—		—			—		—			(264,403		)
Debt financing costs, net	(9		)	—			—		—			—		—			(9		)
Net activity with affiliates	146,984			—			—		6,732			—		(153,716		)	—
Share-based compensation activities, net	(3,589		)	—			—		—			—		—			(3,589		)
Shares repurchased and retired	(19,803		)	—			—		—			—		—			(19,803		)
Dividends paid	(5,632		)	—			—		—			—		—			(5,632		)
Other financing activities	—			(50		)	—		—			—		—			(50		)
Net cash from financing activities	33,148			(50		)	—		6,732			—		(153,716		)	(113,886		)
Net change in cash, cash equivalents and restricted cash	(349		)	(22,918		)	—		1,488			—		—			(21,779		)
Cash, cash equivalents and restricted cash, beginning of period	347			213,963			—		12,969			—		—			227,279
Cash, cash equivalents and restricted cash, end of period	$	(2	)	$	191,045		$	—	$	14,457		$	—	$	—		$	205,500

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

NOTE 14. SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after March 31, 2019. During this period, up to the filing date, we did not identify any additional subsequent events, other than the payment of the cash dividend disclosed in Note 10, Stockholders’ Equity and Stock Incentive Plans, the effects of which would require disclosure or adjustment to our financial position or results of operations.

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

Executive Overview

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



Las Vegas Locals
Gold Coast Hotel and Casino	Las Vegas, Nevada
The Orleans Hotel and Casino	Las Vegas, Nevada
Sam's Town Hotel and Gambling Hall	Las Vegas, Nevada
Suncoast Hotel and Casino	Las Vegas, Nevada
Eastside Cannery Casino and Hotel	Las Vegas, Nevada
Aliante Casino + Hotel + Spa	North Las Vegas, Nevada
Cannery Casino Hotel	North Las Vegas, Nevada
Eldorado Casino	Henderson, Nevada
Jokers Wild Casino	Henderson, Nevada
Downtown Las Vegas
California Hotel and Casino	Las Vegas, Nevada
Fremont Hotel and Casino	Las Vegas, Nevada
Main Street Station Casino, Brewery and Hotel	Las Vegas, Nevada
Midwest & South
Par-A-Dice Hotel 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

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

Results for our Illinois distributed gaming operator are included in our Midwest & South segment.

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 by cash or 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, pay income taxes and dividends.

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 cash flow to reduce our debt.

Operating Efficiently

We are committed to operating more efficiently, and endeavor to prevent unneeded expense in our business. As we continue to experience revenue growth in both our gaming and non-gaming operations, the efficiencies of our business model position us to flow a substantial portion of the revenue growth directly to the bottom line.

Evaluating Acquisition Opportunities

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

Maintaining Our Brand

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

Our Key Performance Indicators

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

•

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


•	Food & beverage revenue measures: average guest check, which means the average amount spent per customer visit and is a measure of volume and product offerings; number of guests served ("food covers"), which is an indicator of volume; and the cost per guest served, which is a measure of operating margin.


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

RESULTS OF OPERATIONS

Overview



	Three Months Ended
	March 31,
(In millions)	2019		2018
Total revenues	$	827.3	$	606.1
Operating income	117.6		94.8
Net income	45.5		41.4

Total Revenues

Total revenues increased $221.2 million, or 36.5%, for the three months ended March 31, 2019, compared to the prior year period due primarily to the Midwest & South segment increasing $217.9 million over the prior year comparable period. The increase in total revenues in the Midwest & South segment are primarily attributable 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

Operating income increased $22.9 million, or 24.1%, during the three months ended March 31, 2019 as compared to the corresponding period of the prior year primarily due to the Acquisitions and cost control efforts surrounding our operating costs. Operating margins in gaming, food & beverage, rooms and other changed slightly and are discussed in detail below.

Net Income

Net income increased $4.1 million during the three months ended March 31, 2019 as compared to the comparable prior year period. The increase is attributable to the $22.9 million operating income increase, as discussed above, offset by a $17.1 million increase in interest expense, net of amounts capitalized, due to an increase in the weighted average long-term debt balance of $1.0 billion reflecting the additional debt issued to fund Acquisitions and a 0.4 percentage point increase in the weighted average interest rate. In addition, the income tax provision increased $0.9 million from the prior year comparable period primarily due to an increase in income.

Operating Revenues

We derive the majority of our revenues from our gaming operations, which produced approximately 75% and 73% of revenues for the three month periods ended March 31, 2019 and 2018, respectively. Food & beverage revenues represent our next most significant revenue source, generating approximately 13% and 14% of revenues for the three month periods ended March 31, 2019 and 2018, respectively. Room revenues and other revenues separately contributed less than 10% of revenues during these periods.



	Three Months Ended
	March 31,
(In millions)	2019			2018
REVENUES
Gaming	$	620.3		$	440.5
Food & beverage	111.1			85.4
Room	57.2			47.9
Other	38.7			32.3
Total revenues	$	827.3		$	606.1

COSTS AND EXPENSES
Gaming	$	276.6		$	189.0
Food & beverage	102.2			82.7
Room	26.9			20.9
Other	23.9			20.8
Total costs and expenses	$	429.6		$	313.4

MARGINS
Gaming	55.4		%	57.1		%
Food & beverage	8.0		%	3.2		%
Room	53.0		%	56.4		%
Other	38.2		%	35.6		%

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 $179.8 million, or 40.8%, increase in gaming revenues during the three months ended March 31, 2019, as compared to the corresponding period of the prior year, was primarily due to the Midwest & South segment. The Midwest & South segment experienced a $177.8 million increase in gaming revenue primarily due to the Acquisitions.

Food & Beverage

Food & beverage revenues increased $25.7 million, or 30.1%, during the three months ended March 31, 2019, as compared to the corresponding period of the prior year. The increase is due to the Midwest & South segment showing growth of $25.0 million which is attributable to the Acquisitions. Overall, food & beverage margins increased to 8.0% from 3.2% from the prior year comparable period, due primarily to an increase in average check of 5.3% while cost per cover only increased 4.6%.

Room

Room revenues increased $9.3 million, or 19.5%, during the three months ended March 31, 2019, as compared to the corresponding period of the prior year due primarily to the Acquisitions. Overall, room margins decreased to 53.0% from 56.4% from the prior year comparable period, due primarily to the cost per room increasing 12.3% and the average daily rate increasing by only 2.8%.

Other

Other revenues relate to patronage visits at the amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues increased $6.4 million or 19.7% during the three months ended March 31, 2019, respectively, as compared to the prior year, primarily due 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. Results for our Illinois distributed gaming operator are included in our Midwest & South segment. Corporate expense represents unallocated payroll, professional fees, aircraft expenses and various other expenses not directly related to our casino and hotel operations. Furthermore, corporate expense excludes its portion of share-based compensation expense.

EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with GAAP, provides our investors a more complete understanding of our operating results before the impact of investing and financing transactions and income taxes and facilitates comparisons between us and our competitors. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the 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:



	Three Months Ended
	March 31,
(In millions)	2019			2018
Total revenues
Las Vegas Locals	$	222.9		$	222.2
Downtown Las Vegas	63.0			60.5
Midwest & South	541.4			323.4
Total revenues	$	827.3		$	606.1

Adjusted EBITDA (1)
Las Vegas Locals	$	74.2		$	71.0
Downtown Las Vegas	15.0			13.2
Midwest & South	156.5			94.3
Total Reportable Segment Adjusted EBITDAR	245.7			178.5
Corporate expense	(22.7		)	(18.0		)
Adjusted EBITDAR	$	223.0		$	160.5

(1) Refer to Note 12, Segment Information, in the notes to the condensed consolidated financial statements (unaudited) for a reconciliation of Total Reportable Segment Adjusted EBITDAR to operating income, as reported in accordance with GAAP in our accompanying condensed consolidated statements of operations.

Las Vegas Locals

Total revenues increased by $0.7 million, or 0.3%, during the three months ended March 31, 2019, as compared to the corresponding period of the prior year, primarily due to a $0.5 million increase in gaming revenues from the prior year comparable period due to a 5.4% increase in table game win.

Adjusted EBITDAR increased by $3.2 million, or 4.5%, for the three months ended March 31, 2019, over the comparable prior year periods due primarily to our revenue growth and ongoing refinements to marketing programs, recent property re-investments and solid regional economic conditions.

Downtown Las Vegas

Total revenues increased by $2.6 million, or 4.2%, during the three months ended March 31, 2019, as compared to the corresponding period of the prior year, reflecting revenue increases in all departmental categories. We continue to tailor our marketing programs in the Downtown segment to cater to our Hawaiian market. Our Hawaiian market represented approximately 52% and 51% during the three months ended March 31, 2019 and 2018, respectively, of our occupied rooms in this segment.

Adjusted EBITDAR increased by $1.8 million, or 13.7%, during the three months ended March 31, 2019, over the comparable prior year period due to the top line revenue growth.

Midwest & South

Total revenues increased $217.9 million, during the three months ended March 31, 2019, as compared to the corresponding period of the prior year, primarily due to the Acquisitions, which accounted for $213.0 million of the increase, along with an increase in total revenues at IP due primarily to an increase in slot handle and slot win along with the addition of the new sports book, which opened in August 2018.

Adjusted EBITDAR increased by $62.2 million during the three months ended March 31, 2019, as compared to the corresponding prior year period, due primarily to the Acquisitions.

Other Operating Costs and Expenses

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



	Three Months Ended
	March 31,
(In millions)	2019		2018
Selling, general and administrative	$	115.4	$	87.6
Master lease rent expense	24.0		—
Maintenance and utilities	38.1		27.9
Depreciation and amortization	67.3		51.3
Corporate expense	31.2		25.9
Project development, preopening and writedowns	4.0		3.4
Other operating items, net	0.2		1.8

Selling, General and Administrative

Selling, general and administrative expenses, as a percentage of revenues, were 14.0% and 14.4% during the three months ended March 31, 2019 and 2018, respectively. We continue to focus on disciplined and targeted marketing spend, and our ongoing cost containment efforts.

Master Lease Rent Expense

Master lease rent expense represents rent expense incurred by those properties that we acquired in October 2018 which are subject to a master lease agreement with a real estate investment trust.

Maintenance and Utilities

Maintenance and utilities expenses, as a percentage of revenues, remained consistent at 4.6% during both the three months ended March 31, 2019 and 2018.

Depreciation and Amortization

Depreciation and amortization expenses, as a percentage of revenues, remained consistent at 8.1% and 8.5% during the three months ended March 31, 2019 and 2018, respectively. The decline is attributable to there not being depreciation on the real property for three of the Acquisition properties which are subject to the master lease agreement.

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 3.8% and 4.3% of revenues during the three months ended March 31, 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 in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities that do not qualify as capital costs; and (iii) asset write-downs.

Other Operating Items, net

Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including direct and non-reimbursable costs associated with natural disasters and severe weather, including hurricane and flood expenses and subsequent recoveries of such costs, as applicable.

Other Expenses

Interest Expense, net

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



	Three Months Ended
	March 31,
(In millions)	2019			2018
Interest Expense, net	$	61.2		$	43.8
Average Long-Term Debt Balance⁽¹⁾	4,039.6			3,028.1
Weighted Average Interest Rates	5.7		%	5.3		%

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

Interest expense, net of capitalized interest and interest income, for the three months ended March 31, 2019, increased $17.4 million or 39.8%, as compared to the prior year. The impact is attributable to an increase in the weighted average long-term debt balance of $1.0 billion over the prior year comparable period, which is driven by the issuance in June 2018 of the $700.0 million aggregate principal amount of 6.000% senior notes due August 2026 issued in anticipation of the Acquisitions. In addition, the weighted average interest rate percentage point increased by 0.4 for the three months ended March 31, 2019, which is driven by an increase in the underlying Eurodollar rate.

Income Taxes

The effective tax rate on income during both the three months ended March 31, 2019 and 2018 was 19.3%. Our provisions for the three months ended March 31, 2019 and 2018 were favorably impacted by the inclusion of excess tax benefits, related to equity compensation, as a component of the provision for income taxes. Our effective tax rates were also impacted by state taxes and certain nondeductible expenses.

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. At March 31, 2019 and December 31, 2018, we had balances of cash and cash equivalents of $247.7 million and $249.4 million, respectively. In addition, we held restricted cash balances of $25.0 million and $23.8 million at March 31, 2019 and December 31, 2018, respectively.

Our bank credit facility generally provides all necessary funds for the day-to-day operations, interest and tax payments, as well as capital expenditures. On a daily basis, we evaluate our cash position and adjust the balance under our bank credit facility as necessary, by either borrowing or paying down debt with excess cash. We also plan the timing and the amounts of capital expenditures. We believe that the borrowing capacity under the bank credit facility, subject to restrictive covenants, 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 and maintenance capital expenditures. The source of funds available to us for repayment of debt or to fund development projects is derived primarily from cash flows from operations and availability under our bank credit facility, to the extent availability exists after we meet working capital needs, and subject to restrictive covenants. See "Indebtedness", below, for further detail regarding funds available through our bank credit facility.

The Company could 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.

Cash Flows Summary



	Three Months Ended
	March 31,
(In millions)	2019			2018
Net cash provided by operating activities	$	164.1		$	118.5

Cash flows from investing activities
Capital expenditures	(89.3		)	(25.9		)
Other investing activities	(11.9		)	(0.5		)
Net cash used in investing activities	(101.2		)	(26.4		)

Cash flows from financing activities
Net payments under bank credit facility	(32.0		)	(84.8		)
Dividends paid	(6.7		)	(5.6		)
Shares repurchased and retired	(21.7		)	(19.8		)
Other financing activities	(3.1		)	(3.7		)
Net cash used in financing activities	(63.5		)	(113.9		)
Decrease in cash, cash equivalents and restricted cash	$	(0.6	)	$	(21.8	)

Cash Flows from Operating Activities

During the three months ended March 31, 2019 and 2018, we generated net operating cash flow of $164.1 million and $118.5 million, respectively. Generally, operating cash flows increased during 2019 as compared to the prior year period due to the Acquisitions and timing of working capital spending.

Cash Flows from Investing Activities

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

During the three months ended March 31, 2019 and 2018, we incurred net cash outflows for investing activities of $101.2 million and $26.4 million, respectively. During the three months ended March 31, 2019, we incurred cash outflows of $89.3 million primarily related to the purchase of real estate, information technology purchases for new software and acquisition-related costs.

Cash Flows from Financing Activities

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

The net cash inflows from financing activities in the three months ended March 31, 2019 and 2018, reflect primarily the use of cash flow to reduce our outstanding debt, repurchase outstanding common stock under our share repurchase program and pay cash dividends to our shareholders.

Indebtedness

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



(In millions)	March 31, 2019		December 31, 2018		Increase / (Decrease)
Bank credit facility	$	1,739.3	$	1,771.3	$	(32.0	)
6.875% senior notes due 2023	750.0		750.0		—
6.375% senior notes due 2026	750.0		750.0		—
6.000% senior notes due 2026	700.0		700.0		—
Other	58.6		58.7		(0.1		)
Total long-term debt	3,997.9		4,030.0		(32.1		)
Less current maturities	27.0		24.2		2.8
Long-term debt, net of current maturities	$	3,970.9	$	4,005.8	$	(34.9	)

Amounts Outstanding

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



	March 31,		December 31,
(In millions)	2019		2018
Revolving Credit Facility	$	315.0	$	320.0
Term A Loan	244.8		248.3
Refinancing Term B Loans	1,149.5		1,152.7
Swing Loan	30.0		50.3
Total outstanding principal amounts under the bank credit facility	$	1,739.3	$	1,771.3

The blended interest rate for outstanding borrowings under the bank credit facility was 4.6% at March 31, 2019 and 4.7% at December 31, 2018.

Debt Service Requirements

Debt service requirements under our current outstanding senior notes consist of semi-annual interest payments (based upon fixed annual interest rates ranging from 6.000% to 6.875%) and principal repayments of our 6.875% senior notes due May 2023, our 6.375% senior notes due April 2026, and our 6.000% senior notes due August 2026.

Covenant Compliance

As of March 31, 2019, we believe that we were in compliance with the financial and other covenants contained in our debt instruments.

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

Share Repurchase Program

Subject to applicable corporate securities laws, repurchases under our stock repurchase program may be made at such times and in such amounts as we deem appropriate. We are subject to certain limitations regarding the repurchase of common stock, such

as restricted payment limitations related to our outstanding notes and bank credit facility. Purchases under our stock repurchase program can be discontinued at any time at our sole discretion. We intend to fund the repurchases under the stock repurchase program with existing cash resources and availability under our bank credit facility. In July 2008, our Board of Directors authorized an amendment to our existing share repurchase program to increase the amount of common stock available to be repurchased to $100 million. 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"). We are not obligated to purchase any shares under our stock repurchase program. During the three months ended March 31, 2019 and 2018, we repurchased 0.8 million shares and 0.6 million shares, respectively, of our common stock. We are currently authorized to repurchase up to an additional $78.9 million in shares of our common stock under the 2018 share repurchase program. The 2008 share repurchase program has been depleted.

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

Quarterly Dividend Program

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 and reflected in the periods presented 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
December 7, 2018	December 28, 2018	January 15, 2019	0.06
March 4, 2019	March 15, 2019	April 15, 2019	0.06

Other Items Affecting Liquidity

We anticipate funding our capital requirements using cash on hand, cash flows from operations and availability under our Revolving 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 specific matters discussed herein, including our commitments and contingencies, may also affect our liquidity.

Commitments

Capital Spending and Development

We currently estimate that our annual cash capital requirements to perform on-going refurbishment and maintenance at our properties to maintain our quality standards ranges from between $150 million and $170 million. We fund our capital expenditures through our bank 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 the Wilton Rancheria Tribe (the "Tribe"), a federally-recognized Native American tribe located about 15 miles southeast of Sacramento, California, to develop and manage a gaming entertainment complex. In January 2017, we funded the acquisition of land that is the intended site of the Wilton Rancheria casino for $35.1 million. This cost will be reimbursed to us from the cash flows of the business following the opening of the facility. In September 2017, the California State Legislature unanimously approved, and the Governor of California executed, a tribal-state gaming compact with the tribe allowing the development of the casino. In October 2018, the National Indian Gaming Commission approved the Company's management contract with the Tribe. With the compact now in place, we are in the process of finalizing project budget, design and construction planning. The project will be constructed using third-party financing. Once commenced and project financing put in place, the construction timeline is expected to span 18 to 24 months.

Other Opportunities

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


•	the outcome of gaming license selection processes;


•	the approval of gaming in jurisdictions where we have been active but where casino gaming is not currently permitted;


•	identification of additional suitable investment opportunities in current gaming jurisdictions; and


•	availability of acceptable financing.

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

Contingencies

Legal Matters

Off Balance Sheet Arrangements

There have been no material changes to our off balance sheet arrangements as defined in Item 303(a)(4)(ii) and described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on March 1, 2019.

Critical Accounting Policies

There have been no material changes to our critical accounting policies described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the period ended December 31, 2018, as filed with the SEC on March 1, 2019.

Recently Issued Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 2, Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements, in the notes to the condensed consolidated financial statements (unaudited).

Important Information Regarding Forward-Looking Statements

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


•	The effects of intense competition that exists in the gaming industry.


•	The risk that our acquisitions and other expansion opportunities divert management’s attention or incur substantial costs, or that we are otherwise unable to develop, profitably manage or successfully integrate the businesses we acquire.


•	The fact that our expansion, development, maintenance and renovation projects (including enhancements to improve property performance) are subject to many risks inherent in expansion, development or construction of a new or existing project.


•	The risk that any of our projects may not be completed, if at all, on time or within established budgets, or that any project will not result in increased earnings to us.


•	The risk that significant delays, cost overruns, or failures of any of our projects to achieve market acceptance could have a material adverse effect on our business, financial condition and results of operations.


•	Our ability to take advantage of, and to realize the anticipated benefits of, any past or future financing, mergers and acquisitions, dispositions, partnerships, and other corporate opportunities, and the risks associated with such or similar transactions, arrangements or opportunities.


•	The risk that new gaming licenses or jurisdictions become available (or implement new or different gaming regulations or increased or additional taxes) that results in increased competition or cost to us.


•	The risk that negative industry or economic trends, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth in our business, may result in significant write-downs or impairments in future periods.


•	The risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, certificates and concessions, impose substantial fines and take other adverse actions against any of our casino operations or any current or future online gaming and sports wagering operations.


•	The risk that we may be unable to refinance our respective outstanding indebtedness as it comes due, or that if we do refinance, the terms are not favorable to us.


•	The effects of the extensive governmental gaming regulation and taxation policies to which we are subject and the costs of compliance or failure to comply with such regulations, as well as any changes in laws and regulations, including increased taxes, which could harm our business.


•	The effects of federal, state and local laws affecting our business such as the regulation of smoking, the regulation of directors, officers, key employees and partners and regulations affecting business in general.


•	The effects of extreme weather conditions or natural disasters on our facilities and the geographic areas from which we draw our customers, and our ability to recover insurance proceeds (if any).


•	The effects of events adversely impacting the economy or the regions from which we draw a significant percentage of our customers, including the effects of economic recession, war, terrorist or similar activity or natural or man-made disasters in, at, or around our properties.


•	The risk that we fail to adapt our business and amenities to changing customer preferences.


•	Financial community and rating agency perceptions of us, and the effect of economic, credit and capital market conditions on the economy and the gaming and hotel industry.


•	The effect of the expansion of legalized gaming in the regions in which we operate.


•	The risk of failing to maintain the integrity of our information technology infrastructure causing unintended distribution to third parties of, or access by third parties to, our customer or company data, and any litigation, fines, disruption to our operations or reputational harm resulting from such loss of data integrity.


•	Our estimated effective income tax rates, estimated tax benefits, and merits of our tax positions.


•	Our ability to utilize our net operating loss carryforwards and certain other tax attributes.


•	The risks relating to owning our equity, including price and volume fluctuations of the stock market that may harm the market price of our common stock and the potential of certain of our stockholders owning large interest in our capital stock to significantly influence our affairs.


•	Other statements regarding our future operations, financial condition and prospects, and business strategies.


•	The risk that we may be unable to retain our key management and personnel, including key employees of the acquired companies.


•	Our current and future insurance coverage levels, including the risk we have not obtained sufficient coverage, may not be able to obtain sufficient coverage in the future, or will only be able to obtain additional coverage at significantly increased rates.

Additional factors that could cause actual results to differ are discussed in Part I. Item 1A. Risk Factors of our Annual Report on Form 10-K for the period ended December 31, 2018, and in other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

As of March 31, 2019, our long-term variable-rate borrowings represented approximately 43.5% of total long-term debt. Based on March 31, 2019 debt levels, a 100 basis point change in the interest rate would cause our annual interest costs to change by approximately $17.4 million.

See also "Liquidity and Capital Resources" above.

Item 4. Controls and Procedures

As of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that, due to the identification of the material weakness in our internal control over financial reporting previously disclosed in our 2018 Annual Report on Form 10-K as filed on March 1, 2019, and as further discussed below, our disclosure controls and procedures were not effective as of March 31, 2019. Notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. Management identified a material weakness related to the granting of access to system capabilities to authorized users within the general ledger system. Specifically, we did not design and maintain effective controls over user roles, which define the actions an individual user can perform within the system. As a result, there is a lack of segregation of duties as certain accounting personnel have the ability to both prepare and post journal entries.

During their fourth quarter of 2018 evaluation, management concluded that we did not select and develop control activities that contributed to the mitigation of risks to acceptable levels, as required by the control activities component of the Internal Control-Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), including the appropriate segregation of duties resulting in deficiencies in the review and approval of journal entries and account reconciliations. The failure to maintain appropriate segregation of duties has a pervasive impact and as such, this deficiency resulted in a risk that could have impacted virtually all financial statement account balances and disclosures. Management also determined that this material weakness may have existed in previous periods. The material weakness did not result in any identified misstatements to our financial statements, and there were no changes to previously released financial results.

Remediation of the Material Weakness

We are committed to maintaining a strong internal control environment and will make remediation efforts to improve our controls. With the oversight of senior management, after December 31, 2018, a plan to remediate the underlying cause of the material weakness and improve the design and operating effectiveness of internal control over financial reporting and our disclosure controls was developed and implemented. The remediation measures that we have taken to correct the material weakness are:

Reviewing the user role definitions in the general ledger system to identify those which allowed an individual user to perform incompatible functions, and modifying those user definitions to eliminate such situations.

Designing, documenting and implementing a new review control to review user role set-ups on a prescribed schedule to determine if such user roles are re-established in the future.

Designing, documenting and implementing a new review control to review journal entry processing information each month to identify any entries that do not reflect an adequate segregation of duties and perform further reviews of any such journal entries.

We believe these actions have meaningfully strengthened our internal control over financial reporting, but we will not be able to conclude whether the material weakness has been remediated until sufficient time has elapsed to provide evidence that the enhanced controls are operating effectively. We expect that the material weakness will be fully remediated prior to the end of second quarter 2019.

Other than the new controls described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

Item 1A. Risk Factors

There were no material changes from the risk factors previously disclosed in Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table discloses share repurchases that we have made pursuant to our share repurchase program during the three months ended March 31, 2019. For additional information, see below under Share Repurchase Program.



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan	Approximate Dollar Value That May Yet Be Purchased Under the Plan
January 1, 2019 through January 31, 2019	622,900	$	25.63	622,900	$	84,585,595
February 1, 2019 through February 28, 2019	207,200	27.44		207,200	78,899,058
March 1, 2019 through March 31, 2019	—	—		—	78,899,058
Totals	830,100			830,100	$	78,899,058

Share Repurchase Program

As of March 31, 2019, the Company’s 2018 share repurchase program had $78.9 million remaining. The share repurchase program does not have an expiration date and we are not obligated to purchase any shares under the 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. 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 bank 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 bank credit facility.

We intend to make purchases of its common stock from time to time under this program through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine.


Item 6.	Exhibits



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

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

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

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

101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018, (iii) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2019 and 2018, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018, and (vi) Notes to Condensed Consolidated Financial Statements.	Filed electronically herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 9, 2019.



		BOYD GAMING CORPORATION

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