BOYD GAMING CORP - Quarter Report: 2022 March (Form 10-Q)

bgc20220331_10q.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-Q

____________________________________________________

(Mark One)

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

For the quarterly period ended March 31, 2022

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

For the transition period from to

Commission file number: 1-12882

___________________________________________________

BOYD GAMING CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________________________

Nevada

88-0242733

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

6465 South Rainbow Boulevard, Las Vegas, NV 89118

(Address of principal executive offices) (Zip Code)

(702) 792-7200

(Registrant's telephone number, including area code)

____________________________________________________

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

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

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

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

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

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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

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

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

The number of shares outstanding of the registrant’s common stock as of May 2, 2022 was 109,583,710.

Table of Contents

BOYD GAMING CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MARCH 31, 2022

TABLE OF CONTENTS

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	3

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021	4

	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022 and 2021	5

	Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2022 and 2021	6

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4.	Controls and Procedures	34

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 6.	Exhibits	36

Signature Page		37

Table of Contents

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)*	*2022*			*2021*
ASSETS
Current assets
Cash and cash equivalents	$	402,975		$	344,557
Restricted cash		16,249			12,571
Accounts receivable, net		97,096			89,483
Inventories		20,550			20,090
Prepaid expenses and other current assets		39,698			41,102
Total current assets		576,568			507,803
Property and equipment, net		2,377,450			2,394,184
Operating lease right-of-use assets		860,972			884,241
Other assets, net		97,520			98,234
Intangible assets, net		1,366,623			1,368,420
Goodwill, net		971,287			971,287
Total assets	$	6,250,420		$	6,224,169
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	84,974		$	102,031
Current maturities of long-term debt		44,316			41,673
Accrued liabilities		414,312			412,945
Income tax payable		38,534			393
Total current liabilities		582,136			557,042
Long-term debt, net of current maturities and debt issuance costs		2,989,861			2,989,921
Operating lease liabilities, net of current portion		793,396			815,974
Deferred income taxes		274,547			264,912
Other liabilities		59,354			57,574
Commitments and contingencies (Notes 5 and 6)
Stockholders' equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized		—			—
Common stock, $0.01 par value, 200,000,000 shares authorized; 109,616,510 and 111,303,140 shares outstanding		1,096			1,113
Additional paid-in capital		693,858			827,725
Retained earnings		856,536			710,088
Accumulated other comprehensive income (loss)		(364	)		(180	)
Total stockholders' equity		1,551,126			1,538,746
Total liabilities and stockholders' equity	$	6,250,420		$	6,224,169

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

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	*Three Months Ended*
	*March 31,*
*(In thousands, except per share data)*	*2022*			*2021*
Revenues
Gaming	$	667,954		$	617,926
Food & beverage		63,743			44,112
Room		42,409			25,990
Other		86,637			65,279
Total revenues		860,743			753,307
Operating costs and expenses
Gaming		250,042			232,113
Food & beverage		53,934			38,913
Room		15,990			12,132
Other		56,925			41,907
Selling, general and administrative		92,047			90,007
Master lease rent expense		26,306			25,915
Maintenance and utilities		32,890			28,231
Depreciation and amortization		62,478			64,467
Corporate expense		29,004			23,315
Project development, preopening and writedowns		(10,029	)		1,415
Other operating items, net		98			1,157
Total operating costs and expenses		609,685			559,572
Operating income		251,058			193,735
Other expense (income)
Interest income		(420	)		(509	)
Interest expense, net of amounts capitalized		37,658			57,890
Loss on early extinguishments and modifications of debt		3,300			—
Other, net		(253	)		1,932
Total other expense, net		40,285			59,313
Income before income taxes		210,773			134,422
Income tax provision		(47,845	)		(32,261	)
Net income	$	162,928		$	102,161


Basic net income per common share	$	1.45		$	0.90
Weighted average basic shares outstanding		112,195			113,626


Diluted net income per common share	$	1.45		$	0.90
Weighted average diluted shares outstanding		112,358			113,967

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

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	*Three Months Ended*
	*March 31,*
*(In thousands)*	*2022*			*2021*
Net income	$	162,928		$	102,161
Other comprehensive income (loss), net of tax:
Fair value adjustments to available-for-sale securities		(184	)		(321	)
Comprehensive income	$	162,744		$	101,840

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

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

													*Accumulated Other*
	*Common Stock*						*Additional*			*Retained*			*Comprehensive*
*(In thousands, except share data)*	*Shares*			*Amount*			*Paid-in Capital*			*Earnings*			*Income (Loss)*			*Total*
Balances, January 1, 2022		111,303,140		$	1,113		$	827,725		$	710,088		$	(180	)	$	1,538,746
Net income		—			—			—			162,928			—			162,928
Comprehensive loss, net of tax		—			—			—			—			(184	)		(184	)
Release of restricted stock units, net of tax		115,686			1			(2,720	)		—			—			(2,719	)
Release of performance stock units, net of tax		294,344			3			(8,113	)		—			—			(8,110	)
Shares repurchased and retired		(2,096,660	)		(21	)		(131,768	)		—			—			(131,789	)
Dividends declared ($0.15 per share)		—			—			—			(16,480	)		—			(16,480	)
Share-based compensation costs		—			—			8,734			—			—			8,734
Balances, March 31, 2022		109,616,510		$	1,096		$	693,858		$	856,536		$	(364	)	$	1,551,126

										*Accumulated Other*
	*Common Stock*				*Additional*			*Retained*		*Comprehensive*
*(In thousands, except share data)*	*Shares*		*Amount*		*Paid-in Capital*			*Earnings*		*Income (Loss)*			*Total*
Balances, January 1, 2021		111,830,857	$	1,118	$	876,433		$	246,242	$	150		$	1,123,943
Net income		—		—		—			102,161		—			102,161
Comprehensive loss, net of tax		—		—		—			—		(321	)		(321	)
Stock options exercised		158,568		2		1,743			—		—			1,745
Release of restricted stock units, net of tax		29,808		—		(609	)		—		—			(609	)
Release of performance stock units, net of tax		61,654		1		(1,901	)		—		—			(1,900	)
Share-based compensation costs		—		—		5,701			—		—			5,701
Balances, March 31, 2021		112,080,887	$	1,121	$	881,367		$	348,403	$	(171	)	$	1,230,720

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

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	*Three Months Ended*
	*March 31,*
*(In thousands)*	*2022*			*2021*
Cash Flows from Operating Activities
Net income	$	162,928		$	102,161
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		62,478			64,467
Amortization of debt financing costs and discounts on debt		2,264			3,024
Non-cash operating lease expense		10,013			16,043
Share-based compensation expense		8,734			5,701
Deferred income taxes		9,635			30,683
Gain on sale of assets		(12,725	)		—
Loss on early extinguishments and modifications of debt		3,300			—
Other operating activities		—			2,591
Changes in operating assets and liabilities:
Accounts receivable, net		(7,613	)		(9,407	)
Inventories		(460	)		2,015
Prepaid expenses and other current assets		1,467			3,107
Income taxes payable, net		38,141			1,499
Other assets, net		524			(834	)
Accounts payable and accrued liabilities		(32,149	)		15,496
Operating lease liabilities		(10,013	)		(16,043	)
Other liabilities		(2,815	)		(3,817	)
Net cash provided by operating activities		233,709			216,686
Cash Flows from Investing Activities
Capital expenditures		(46,623	)		(35,477	)
Insurance proceeds received from hurricane losses		—			31,263
Proceeds received from disposition of assets		20,115			—
Other investing activities		—			6,672
Net cash (used in) provided by investing activities		(26,508	)		2,458
Cash Flows from Financing Activities
Borrowings under bank credit facility		880,000			—
Payments under bank credit facility		(867,897	)		(4,899	)
Debt financing costs		(13,635	)		—
Share-based compensation activities		(10,829	)		(764	)
Shares repurchased and retired		(131,789	)		—
Other financing activities		(955	)		(204	)
Net cash used in financing activities		(145,105	)		(5,867	)
Change in cash, cash equivalents and restricted cash		62,096			213,277
Cash, cash equivalents and restricted cash, beginning of period		357,128			534,999
Cash, cash equivalents and restricted cash, end of period	$	419,224		$	748,276
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	$	26,413		$	28,279
Cash paid for (received from) income taxes		—			(34	)
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures	$	4,720		$	1,806
Dividends declared not yet paid		16,480			—
Operating lease right-of-use asset and liability remeasurements		(11,224	)		—

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

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

We are a geographically diversified operator of 28 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.

Impact of the COVID-19 Pandemic

In mid- March 2020, all of our gaming facilities were closed in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus. As of March 31, 2022, 27 of our 28 gaming facilities are open and operating. One of our properties in Las Vegas remains closed to the public due to the current levels of demand in the market. We cannot predict whether we will be required to temporarily close some or all of our open casinos in the future. Further, we cannot currently predict the ongoing impact of the pandemic on consumer demand and the negative effects on our workforce, suppliers, contractors and other partners.

The closures of our properties in 2020 had a material impact on our business, and the COVID-19 pandemic, the associated impacts on customer behavior and the requirements of health and safety protocols may further impact our business in the future. The severity and duration of such potential business impacts cannot currently be estimated and the ultimate impact of the COVID-19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, potential resurgences or new variants of the virus, the logistics of distribution, level of participation and overall efficacy of vaccine programs, change in consumer behavior and demand and the related impact on economic activity, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in additional business disruptions, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time.

We currently anticipate funding our operations over the next 12 months with the cash being generated by our operations, supplemented, if necessary, by the cash we currently have available and the borrowing capacity available under our Revolving Credit Facility. We assessed the recoverability of our assets as of the end of first quarter and no impairment charges were required. If our expectations regarding projected revenues and cash flows related to our assets are not achieved, we may be subject to impairment charges in the future, which could have a material adverse impact on our consolidated financial statements.

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, 2021, as filed with the U.S. Securities and Exchange Commission ("SEC") on February 28, 2022.

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 the Company and its subsidiaries. Investments in unconsolidated affiliates, which are 50% or less owned and do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or variable interest entities, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

Cash and Cash Equivalents

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

Restricted Cash

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

The following table provides a reconciliation of cash, cash equivalents and restricted cash balances reported within the 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)*	*2022*		*2021*		*2021*		*2020*
Cash and cash equivalents	$	402,975	$	344,557	$	730,908	$	519,182
Restricted cash		16,249		12,571		17,368		15,817
Total cash, cash equivalents and restricted cash	$	419,224	$	357,128	$	748,276	$	534,999

Leases

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

Revenue Recognition

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

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

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

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

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

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

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

	*Three Months Ended*
	*March 31,*
*(In thousands)*	*2022*		*2021*
Food & beverage	$	27,578	$	22,702
Room		15,083		12,939
Other		2,013		1,076

Gaming Taxes

We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded as a gaming expense in the condensed consolidated statements of operations. In addition, we are responsible for the payment of gaming taxes owed for the online gaming activities conducted by third party operators under certain collaborative arrangements. We are reimbursed for these taxes by the third-party operators. We report the gaming taxes paid as other expense and the reimbursements we receive as other revenues. These taxes totaled approximately $171.5 million and $158.8 million for the three months ended March 31, 2022 and 2021, respectively, including taxes deposited pursuant to the online collaborative agreements of $39.8 million and $34.6 million for the three months ended March 31, 2022 and 2021, 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 and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.

Other Long-Term Tax Liabilities

The Company's income tax returns are subject to examination by the Internal Revenue Service 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.

Collaborative Arrangements

We hold a five percent equity ownership in and have a strategic partnership with FanDuel Group ("FanDuel"), one of the nation's leaders in online sports-betting, to pursue sports-betting opportunities, both at our properties and online, across the country. Subject to state law and regulatory approvals, we have established a presence in the retail gaming, online gaming and sports wagering industry by leveraging FanDuel's technology and related services. We have also entered into agreements with other companies for the operation of online gaming offerings under market-access agreements. We operate retail gaming, and in some states online gaming, in Illinois, Indiana, Iowa, Louisiana, Mississippi and Pennsylvania under either the FanDuel brand or one of our other market access partners. The activities related to these collaborative arrangements are recorded in other revenue and other expense on the condensed consolidated statements of operations.

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

Use of Estimates

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

Recently Adopted Accounting Pronouncements

ASU 2021-05, Leases, Topic 842 ("Update 2021-05")

In July 2021, the Financial Accounting Standards Board ("FASB") issued Update 2021-05 to clarify guidance for lessors with lease contracts that have variable lease payments that do not depend on a reference index or rate and would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. Update 2021-05 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company adopted Update 2021-05 during first quarter 2022 and the impact of the adoption to its condensed consolidated financial statements was not material.

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 2. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	*March 31,*			*December 31,*
*(In thousands)*	*2022*			*2021*
Land	$	336,578		$	343,963
Buildings and improvements		3,158,646			3,146,697
Furniture and equipment		1,686,559			1,653,451
Riverboats and barges		241,584			241,447
Construction in progress		7,044			912
Total property and equipment		5,430,411			5,386,470
Less accumulated depreciation		(3,052,961	)		(2,992,286	)
Property and equipment, net	$	2,377,450		$	2,394,184

Depreciation expense is as follows:

	*Three Months Ended*
	*March 31,*
*(In thousands)*	*2022*		*2021*
Depreciation expense	$	60,675	$	61,310

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

NOTE 3. GOODWILL AND INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:

	*March 31, 2022*
	*Weighted*	*Gross*					*Accumulated*
	*Useful Life*	*Carrying*		*Accumulated*			*Impairment*			*Intangible*
*(In thousands)*	*Remaining (in years)*	*Value*		*Amortization*			*Losses*			*Assets, Net*
*Amortizing intangibles*
Customer relationships	1.2	$	68,100	$	(64,629	)	$	—		$	3,471
Host agreements	11.2		58,000		(14,822	)		—			43,178
Development agreement	—		21,373		—			—			21,373
			147,473		(79,451	)		—			68,022

*Indefinite lived intangible assets*
Trademarks	Indefinite		204,000		—			(27,200	)		176,800
Gaming license rights	Indefinite		1,377,935		(33,960	)		(222,174	)		1,121,801
			1,581,935		(33,960	)		(249,374	)		1,298,601
Balances, March 31, 2022		$	1,729,408	$	(113,411	)	$	(249,374	)	$	1,366,623

	*December 31, 2021*
	*Weighted*	*Gross*					*Accumulated*
	*Useful Life*	*Carrying*		*Accumulated*			*Impairment*			*Intangible*
*(In thousands)*	*Remaining (in years)*	*Value*		*Amortization*			*Losses*			*Assets, Net*
*Amortizing intangibles*
Customer relationships	1.5	$	68,100	$	(63,798	)	$	—		$	4,302
Host agreements	11.4		58,000		(13,856	)		—			44,144
Development agreement	—		21,373		—			—			21,373
			147,473		(77,654	)		—			69,819

*Indefinite lived intangible assets*
Trademarks	Indefinite		204,000		—			(27,200	)		176,800
Gaming license rights	Indefinite		1,377,935		(33,960	)		(222,174	)		1,121,801
			1,581,935		(33,960	)		(249,374	)		1,298,601
Balances, December 31, 2021		$	1,729,408	$	(111,614	)	$	(249,374	)	$	1,368,420

Goodwill, net consists of the following:

	*Gross*					*Accumulated*
	*Carrying*		*Accumulated*			*Impairment*			*Goodwill,*
*(In thousands)*	*Value*		*Amortization*			*Losses*			*Net*
Goodwill, net by Reportable Segment
Las Vegas Locals	$	593,567	$	—		$	(188,079	)	$	405,488
Downtown Las Vegas		6,997		(6,134	)		—			863
Midwest & South		666,798		—			(101,862	)		564,936
Balances, March 31, 2022	$	1,267,362	$	(6,134	)	$	(289,941	)	$	971,287

The following table sets forth the changes in our goodwill, net, during the three months ended March 31, 2022.

*(In thousands)*	*Goodwill, Net*
Balance, January 1, 2022	$	971,287
Additions		—
Impairments		—
Balance, March 31, 2022	$	971,287

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

NOTE 4. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	*March 31,*		*December 31,*
*(In thousands)*	*2022*		*2021*
Payroll and related expenses	$	66,380	$	99,880
Interest		28,202		19,210
Gaming		75,695		78,552
Player loyalty program		31,763		28,430
Advance deposits		19,879		15,320
Outstanding chip		7,251		7,407
Dividend payable		16,480		—
Operating lease		84,536		84,884
Other accrued		84,126		79,262
Total accrued liabilities	$	414,312	$	412,945

NOTE 5. LONG-TERM DEBT

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

	*March 31, 2022*
	*Interest*							*Unamortized*
	*Rates at*							*Origination*
	*March 31,*			*Outstanding*		*Unamortized*		*Fees and*			*Long-Term*
*(In thousands)*	*2022*			*Principal*		*Discount*		*Costs*			*Debt, Net*
Bank credit facility		2.073	%	$	880,000	$	—	$	(18,473	)	$	861,527
4.750% senior notes due 2027		4.750	%		1,000,000		—		(11,202	)		988,798
8.625% senior notes due 2025		8.625	%		300,000		—		(3,769	)		296,231
4.750% senior notes due 2031		4.750	%		900,000		—		(12,929	)		887,071
Other		5.534	%		550		—		—			550
Total long-term debt					3,080,550		—		(46,373	)		3,034,177
Less current maturities					44,316		—		—			44,316
Long-term debt, net				$	3,036,234	$	—	$	(46,373	)	$	2,989,861

	*December 31, 2021*
	*Interest*							*Unamortized*
	*Rates at*							*Origination*
	*December 31,*		*Outstanding*		*Unamortized*			*Fees and*			*Long-Term*
*(In thousands)*	*2021*		*Principal*		*Discount*			*Costs*			*Debt, Net*
Bank credit facility	2.286	%	$	867,897	$	(293	)	$	(8,498	)	$	859,106
4.750% senior notes due 2027	4.750	%		1,000,000		—			(11,688	)		988,312
8.625% senior notes due 2025	8.625	%		300,000		—			(4,066	)		295,934
4.750% senior notes due 2031	4.750	%		900,000		—			(13,254	)		886,746
Other	5.932	%		1,496		—			—			1,496
Total long-term debt				3,069,393		(293	)		(37,506	)		3,031,594
Less current maturities				41,673		—			—			41,673
Long-term debt, net			$	3,027,720	$	(293	)	$	(37,506	)	$	2,989,921

Bank Credit Facility

Credit Agreement

On March 2, 2022 (the "Closing Date"), the Company entered into a credit agreement (the "Credit Agreement") among the Company, certain direct and indirect subsidiaries of the Company as guarantors (the "Guarantors"), Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreement replaced the Third Amended and Restated Credit Agreement, dated as of August 14, 2013 (the "Prior Credit Agreement"), among the Company, certain direct and indirect subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders.

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

The Credit Agreement provides for (i) a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) an $880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving Credit Facility and the Term A Loan mature on the fifth anniversary of the Closing Date (or earlier upon the occurrence or non-occurrence of certain events). The Term A Loan was fully funded on the Closing Date. Proceeds from the Credit Agreement were used to refinance all outstanding obligations under the Prior Credit Agreement, including a senior secured term loan A facility (the "Prior Term A Loan") and senior secured term loan B facility (the "Prior Refinancing Term B Loan"), and to fund transaction costs in connection with the Credit Agreement.

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

	*March 31,*		*December 31,*
*(In thousands)*	*2022*		*2021*
Revolving Credit Facility	$	—	$	—
Term A Loan		880,000		—
Prior Term A Loan		—		118,153
Prior Refinancing Term B Loan		—		749,744
Swing Loan		—		—
Total outstanding principal amounts under the bank credit facility	$	880,000	$	867,897

With a total revolving credit commitment of $1,450.0 million available under the bank credit facility, no borrowings outstanding on the Revolving Credit Facility and the swing loan and $14.2 million allocated to support various letters of credit, there is a remaining contractual availability of $1,435.8 million as of March 31, 2022.

Interest and Fees

The interest rate on the outstanding balance of the Revolving Credit Facility and the Term A Loan is based upon, at the Company’s option, either: (i) a rate based on the Secured Overnight Financing Rate ("SOFR") administered by the Federal Reserve Bank of New York or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio and ranges from 1.25% to 2.25% (if using SOFR) and from 0.25% to 1.25% (if using the base rate). A fee of a percentage per annum (which ranges from 0.20% to 0.35% determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio) will be payable on the unused portions of the Revolving Credit Facility. The rates based on SOFR will be determined based upon, at the Company’s option, (i) a forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited or any successor administrator, and based on interest periods of one, three or six months or such other interest period that is twelve months or less subject to the consent of lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York, and will include credit spread adjustments as set forth in the Credit Agreement. The "base rate" under the Credit Agreement is the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for a one month interest period plus 1.00%.

Optional and Mandatory Prepayments

Pursuant to the terms of the Credit Agreement (i) the loans under the Term A Loan will amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing June 30, 2022, payable on a quarterly basis, and (ii) beginning with the fiscal year ending December 31, 2021, the Company will be required to use a portion of its annual excess cash flow to prepay loans outstanding under the Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement.

Amounts outstanding under the Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain conditions.

Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the Credit Agreement in connection with certain asset sales and issuances of certain additional non-permitted or refinancing indebtedness.

Guarantees and Collateral

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

The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments or term loans and increases to the Revolving Credit Facility and Term A Loan in an aggregate amount up to the sum of (i) $1,000.0 million, (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

Financial and Other Covenants

The Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00, (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions and (v) imposing restrictions on investments, dividends and certain other payments.

The maximum permitted Consolidated Total Net Leverage Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement. The maximum Consolidated Total Net Leverage Ratio for the fiscal quarter ending June 30, 2022 through the fiscal quarter ending June 30, 2023 must be no higher than 5.00 to 1.00 and for the fiscal quarter ending September 30, 2023 and each fiscal quarter thereafter, 4.50 to 1.00.

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

Early Extinguishment and Modification of Debt

In accordance with authoritative accounting guidance for debt extinguishments and debt modifications, we accounted for the retirement of the Prior Term A Loan and the Prior Refinancing Term B Loan as extinguishments of debt, resulting in the write-off of unamortized deferred finance charges totaling $2.8 million, which is included in loss on early extinguishments and modifications of debt for the three months ended March 31, 2022. As the borrowing capacity of the Revolving Credit Facility under the Credit Agreement equals or exceeds that under the Prior Credit Agreement and the lenders under the Credit Agreement were substantially similar to the lenders under the Prior Credit Agreement, we accounted for the Revolving Credit Facility termination as a modification of debt and $4.3 million of unamortized deferred finance charges related to the Prior Credit Agreement were added to the $14.5 million incurred under the Credit Agreement and are being amortized over the term of the Credit Agreement. An additional $0.5 million of unamortized deferred finance charges corresponding to the percentage of lenders under the Prior Credit Agreement that did not continue to participate under the Credit Agreement is included in loss on early extinguishments and modifications of debt for the three months ended March 31, 2022. There was no loss on early extinguishment and modification of debt for the three months ended March 31, 2021.

Covenant Compliance

As of March 31, 2022, we believe that we were in compliance with the covenants of our debt instruments.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Pending Acquisitions

On March 28, 2022, we announced that we had entered into a definitive agreement to acquire Pala Interactive, LLC ("Pala Interactive") and its subsidiaries, including its Canadian subsidiary Pala Canada Interactive Inc. ("Pala Canada"), for total cash consideration of $170.0 million. Pala Interactive is an innovative online gaming technology company that provides proprietary solutions on both a business-to-business (B2B) and business-to-consumer (B2C) basis in regulated markets across the United States and Canada. The transaction is expected to close by the first quarter of 2023, subject to the satisfaction of customary closing conditions and the receipt of all required regulatory approvals. We intend to finance the transaction through cash flow from operations and availability under our Revolving Credit Facility.

Commitments

As of March 31, 2022, other than the pending acquisition of Pala Interactive as discussed above, there have been no material changes to our commitments described under Note 8, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 28, 2022.

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, results of operations or cash flows.

NOTE 7. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Programs

On October 21, 2021, our Board of Directors authorized a share repurchase program of $300.0 million. Under this repurchase program, the Company may repurchase shares of its common stock from time to time on the open market or in privately negotiated transactions. We are not obligated to repurchase any shares under this program. Repurchases of common stock may also be made under Rule 10b5- 1 plans, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume and nature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws and other factors, and may be suspended or discontinued at any time.

During the three months ended March 31, 2022, the Company repurchased 2.1 million shares, at a total cost, including brokerage fees, of $131.8 million, for an average repurchase price per share of $62.86. There were no share repurchases during the three months ended March 31, 2021.

Dividends

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

Declaration date		*Record date*		*Payment date*		*Amount per share*
February 3, 2022		March 15, 2022		April 15, 2022		$	0.15

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)*	2022		2021
Gaming	$	229	$	160
Food & beverage		44		31
Room		21		14
Selling, general and administrative		1,165		815
Corporate expense		7,275		4,681
Total share-based compensation expense	$	8,734	$	5,701

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

Performance Shares

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

The PSU grants awarded in fourth quarter 2018 and 2017 fully vested during first quarter 2022 and 2021, respectively. Common shares were issued based on the determination by the Compensation Committee of the Board of Directors of our actual achievement of net revenue growth, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") growth and customer service scores for the three-year performance period of each grant. As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs.

The PSU grant awarded in November 2018 resulted in a total of 408,609 shares being issued during first quarter 2022, representing approximately 1.58 shares per PSU. Of the 408,609 shares issued, a total of 114,265 were surrendered by the participants for payroll taxes, resulting in a net issuance of 294,344 shares due to the vesting of the 2018 grant. The actual achievement level under the award metrics equaled the estimated performance as of the year-end 2021; therefore, the vesting of the PSUs did not impact compensation costs in our 2022 condensed consolidated statement of operations.

The PSU grant awarded in November 2017 resulted in a total of 90,444 shares being issued during first quarter 2021, representing approximately 0.33 shares per PSU. Of the 90,444 shares issued, a total of 30,129 were surrendered by the participants for payroll taxes, resulting in a net issuance of 60,315 shares due to the vesting of the 2017 grant. The actual achievement level under the award metrics equaled the estimated performance as of the year-end 2020; therefore, the vesting of the PSUs did not impact compensation costs in our 2021 condensed consolidated statement of operations.

Unamortized Stock Compensation Expense and Recognition Period

As of March 31, 2022, there was approximately $19.5 million, $9.1 million and $1.9 million of total unrecognized share-based compensation costs related to unvested restricted stock units ("RSUs"), PSUs and career shares, respectively. As of March 31, 2022, the unrecognized share-based compensation costs related to our RSUs, PSUs and career shares are expected to be recognized over approximately 2.4 years, 2.4 years and 3.8 years, respectively.

NOTE 8. FAIR VALUE MEASUREMENTS

We have adopted the authoritative accounting guidance for fair value measurements, which does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions.

These inputs create the following fair value hierarchy:

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

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

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

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

Balances Measured at Fair Value

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

	*March 31, 2022*
*(In thousands)*	*Balance*		*Level 1*		*Level 2*		*Level 3*
Assets
Cash and cash equivalents	$	402,975	$	402,975	$	—	$	—
Restricted cash		16,249		16,249		—		—
Investment available for sale		15,612		—		—		15,612

	*December 31, 2021*
*(In thousands)*	*Balance*		*Level 1*		*Level 2*		*Level 3*
Assets
Cash and cash equivalents	$	344,557	$	344,557	$	—	$	—
Restricted cash		12,571		12,571		—		—
Investment available for sale		15,822		—		—		15,822
Liability
Contingent payments	$	62	$	—	$	—	$	62

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, 2022 and December 31, 2021.

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

Investment Available for Sale

We have an investment in a single municipal bond issuance of $18.4 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 with a maturity date of June 1, 2037. We are the only holder of this instrument and there is no quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy. The 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, 2022 and December 31, 2021 is a discount rate of 10.8% and 10.1%, 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, 2022 and December 31, 2021, $0.6 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at March 31, 2022 and December 31, 2021, $15.0 million and $15.2 million, respectively, is included in other assets, net on the condensed consolidated balance sheets. The discount associated with this investment of $2.3 million at both March 31, 2022 and December 31, 2021, 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, which ended on December 20, 2021. The liability is recorded at the estimated fair value of the contingent payments using a discounted cash flows approach. There was no current liability at March 31, 2022 and at December 31, 2021 there was a current liability of $0.1 million, related to this agreement, which is recorded in accrued liabilities on the respective condensed consolidated balance sheets.

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

	*Three Months Ended*
	*March 31, 2022*						*March 31, 2021*
	*Asset*			*Liability*			*Asset*			*Liability*
*(In thousands)*	*Investment Available for Sale*			*Contingent Payments*			*Investment Available for Sale*			*Contingent Payments*
Balance at beginning of reporting period	$	15,822		$	(62	)	$	16,692		$	(924	)
Total gains (losses) (realized or unrealized):
Included in interest income (expense)		42			—			41			(13	)
Included in other comprehensive income (loss)		(252	)		—			(436	)		—
Included in other items, net		—			—			—			26
Purchases, sales, issuances and settlements:
Settlements		—			62			—			142
Balance at end of reporting period	$	15,612		$	—		$	16,297		$	(769	)

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 rate 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.

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

Balances Disclosed at Fair Value

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

March 31, 2022

Outstanding

Carrying

Estimated

Fair Value

(In thousands)

Face Amount

Value

Fair Value

Hierarchy

Liabilities

Obligation under assessment arrangements

23,738

20,315

26,581

Level 3

December 31, 2021

Outstanding

Carrying

Estimated

Fair Value

(In thousands)

Face Amount

Value

Fair Value

Hierarchy

Liabilities

Obligation under assessment arrangements

24,306

20,734

26,908

Level 3

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

	*March 31, 2022*
	*Outstanding*		*Carrying*		*Estimated*		*Fair Value*
*(In thousands)*	*Face Amount*		*Value*		*Fair Value*		*Hierarchy*
Bank credit facility	$	880,000	$	861,527	$	877,800	Level 2
4.750% senior notes due 2027		1,000,000		988,798		987,500	Level 1
8.625% senior notes due 2025		300,000		296,231		315,375	Level 1
4.750% senior notes due 2031		900,000		887,071		864,000	Level 1
Other		550		550		550	Level 3
Total debt	$	3,080,550	$	3,034,177	$	3,045,225

	*December 31, 2021*
	*Outstanding*		*Carrying*		*Estimated*		*Fair Value*
*(In thousands)*	*Face Amount*		*Value*		*Fair Value*		*Hierarchy*
Bank credit facility	$	867,897	$	859,106	$	866,812	Level 2
4.750% senior notes due 2027		1,000,000		988,312		1,023,750	Level 1
8.625% senior notes due 2025		300,000		295,934		320,250	Level 1
4.750% senior notes due 2031		900,000		886,746		915,750	Level 1
Other		1,496		1,496		1,496	Level 3
Total debt	$	3,069,393	$	3,031,594	$	3,128,058

The estimated fair value of our bank credit facility is based on a relative value analysis performed on or about March 31, 2022 and December 31, 2021. The estimated fair values of our senior notes are based on quoted market prices as of March 31, 2022 and December 31, 2021. The other debt is fixed-rate debt consisting of: (i) finance leases with various maturity dates from 2022 to 2024; and (ii) a purchase obligation with quarterly payments maturing in July 2022. The other debt is not traded and does not have an observable market input; therefore, we have estimated fair value to be equal to the carrying value for these obligations.

There were no transfers between Level 1, Level 2 and Level 3 measurements during the three months ended March 31, 2022 and 2021.

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

NOTE 9. SEGMENT INFORMATION

We have aggregated our 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 ⁽¹⁾		Las Vegas, Nevada
Aliante Casino + Hotel + Spa		North Las Vegas, Nevada
Cannery Casino Hotel		North Las Vegas, Nevada
Jokers Wild		Henderson, Nevada
Downtown Las Vegas
California Hotel and Casino		Las Vegas, Nevada
Fremont Hotel & Casino		Las Vegas, Nevada
Main Street Station Hotel and Casino		Las Vegas, Nevada
Midwest & South
Par-A-Dice Casino		East Peoria, Illinois
Belterra Casino Resort ⁽²⁾		Florence, Indiana
Blue Chip Casino Hotel Spa		Michigan City, Indiana
Diamond Jo Casino		Dubuque, Iowa
Diamond Jo Worth		Northwood, Iowa
Kansas Star Casino		Mulvane, Kansas
Amelia Belle Casino		Amelia, Louisiana
Delta Downs Racetrack Hotel & Casino		Vinton, Louisiana
Evangeline Downs Racetrack & Casino		Opelousas, Louisiana
Sam's Town Shreveport		Shreveport, Louisiana
Treasure Chest Casino		Kenner, Louisiana
IP Casino Resort Spa		Biloxi, Mississippi
Sam's Town Hotel and Gambling Hall Tunica		Tunica, Mississippi
Ameristar Casino * Hotel Kansas City ⁽²⁾		Kansas City, Missouri
Ameristar Casino * Resort * Spa St. Charles ⁽²⁾		St. Charles, Missouri
Belterra Park ⁽²⁾		Cincinnati, Ohio
Valley Forge Casino Resort		King of Prussia, Pennsylvania

⁽¹⁾Eastside Cannery is currently closed due to local market conditions.

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

Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDAR

We evaluate each of our property's profitability based on 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, other items, net and master lease rent expense, as applicable. Total Reportable Segment Adjusted EBITDAR is the aggregate sum of the Property Adjusted EBITDAR for each of the properties included in our Las Vegas Locals, Downtown Las Vegas, and Midwest & South segments. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency and captive insurance company. Results for Lattner, our Illinois distributed gaming operator, and for our online gaming initiatives are included in our Midwest & South segment.

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

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

	*Three Months Ended March 31, 2022*
			*Food &*
	*Gaming*		*Beverage*		*Room*		*Other*		*Total*
*(In thousands)*	*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*
Revenues
Las Vegas Locals	$	173,590	$	20,337	$	19,657	$	13,978	$	227,562
Downtown Las Vegas		32,443		9,709		5,396		1,936		49,484
Midwest & South		461,921		33,697		17,356		70,723		583,697
Total Revenues	$	667,954	$	63,743	$	42,409	$	86,637	$	860,743

	*Three Months Ended March 31, 2021*
			*Food &*
	*Gaming*		*Beverage*		*Room*		*Other*		*Total*
*(In thousands)*	*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*
Revenues
Las Vegas Locals	$	149,222	$	13,430	$	10,687	$	9,084	$	182,423
Downtown Las Vegas		14,846		3,812		1,821		954		21,433
Midwest & South		453,858		26,870		13,482		55,241		549,451
Total Revenues	$	617,926	$	44,112	$	25,990	$	65,279	$	753,307

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021

______________________________________________________________________________________________________

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

	*Three Months Ended*
	*March 31,*
*(In thousands)*	*2022*			*2021*
Adjusted EBITDAR
Las Vegas Locals	$	118,695		$	90,642
Downtown Las Vegas		18,389			2,440
Midwest & South		223,481			218,149
Corporate expense		(21,729	)		(18,634	)
Adjusted EBITDAR		338,836			292,597
Other operating costs and expenses
Deferred rent		191			207
Master lease rent expense		26,306			25,915
Depreciation and amortization		62,478			64,467
Share-based compensation expense		8,734			5,701
Project development, preopening and writedowns		(10,029	)		1,415
Other operating items, net		98			1,157
Total other operating costs and expenses		87,778			98,862
Operating income		251,058			193,735
Other expense (income)
Interest income		(420	)		(509	)
Interest expense, net of amounts capitalized		37,658			57,890
Loss on early extinguishments and modifications of debt		3,300			—
Other, net		(253	)		1,932
Total other expense, net		40,285			59,313
Income before income taxes		210,773			134,422
Income tax provision		(47,845	)		(32,261	)
Net income	$	162,928		$	102,161

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

Total Reportable Segment Assets

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

	*March 31,*		*December 31,*
*(In thousands)*	*2022*		*2021*
Assets
Las Vegas Locals	$	1,625,364	$	1,641,409
Downtown Las Vegas		238,713		228,161
Midwest & South		3,914,299		3,947,076
Total Reportable Segment Assets		5,778,376		5,816,646
Corporate		472,044		407,523
Total Assets	$	6,250,420	$	6,224,169

NOTE 10. SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after March 31, 2022. During this period, up to the filing date, we did not identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

Table of Contents

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

Executive Overview

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

In mid-March 2020, all of our gaming facilities were closed in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus. As of March 31, 2022, and as reflected in the table below, 27 of our 28 gaming facilities are open and operating. One of our properties in Las Vegas remains closed to the public due to the current levels of demand in the market. We cannot predict whether we will be required to temporarily close some or all of our open casinos in the future. Further, we cannot currently predict the ongoing impact of the pandemic on consumer demand and the negative effects on our workforce, suppliers, contractors and other partners.

The closures of our properties in 2020 had a material impact on our business, and the COVID-19 pandemic, the associated impacts on customer behavior and the requirements of health and safety protocols may further impact our business in the future. The severity and duration of such potential business impacts cannot currently be estimated and the ultimate impact of the COVID-19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, potential resurgences or new variants of the virus, the logistics of distribution, level of participation and overall efficacy of vaccine programs, the development and effectiveness of COVID-19 treatments, change in consumer behavior and demand and the related impact on economic activity, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in additional business disruptions, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time.

After the property reopenings in 2020, we implemented a strategic shift in our operating philosophy to increase our focus on building loyalty with core customers and adopted a more efficient approach to doing business. This operating model is focused on maximizing gaming revenues, streamlining our cost structure, targeting our marketing investments and reducing lower margin offerings, which allows us to flow a higher percentage of our revenues to the bottom line. We continue this strategy in 2022 and remain focused on our disciplined approach to operating the business.

We currently anticipate funding our operations over the next 12 months with the cash generated from our operations, supplemented, as necessary, by the cash we currently have available and the borrowing capacity available under our Revolving Credit Facility.

Table of Contents

We are a geographically diversified operator of 28 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 part of 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 (1)		Las Vegas, Nevada
Aliante Casino + Hotel + Spa		North Las Vegas, Nevada
Cannery Casino Hotel		North Las Vegas, Nevada
Jokers Wild		Henderson, Nevada
*Downtown Las Vegas*
California Hotel and Casino		Las Vegas, Nevada
Fremont Hotel & Casino		Las Vegas, Nevada
Main Street Station Hotel and Casino		Las Vegas, Nevada
*Midwest & South*
Par-A-Dice Casino (2)		East Peoria, Illinois
Belterra Casino Resort (4)		Florence, Indiana
Blue Chip Casino Hotel Spa		Michigan City, Indiana
Diamond Jo Casino		Dubuque, Iowa
Diamond Jo Worth		Northwood, Iowa
Kansas Star Casino		Mulvane, Kansas
Amelia Belle Casino		Amelia, Louisiana
Delta Downs Racetrack Hotel & Casino		Vinton, Louisiana
Evangeline Downs Racetrack & Casino		Opelousas, Louisiana
Sam's Town Shreveport		Shreveport, Louisiana
Treasure Chest Casino		Kenner, Louisiana
IP Casino Resort Spa		Biloxi, Mississippi
Sam's Town Hotel and Gambling Hall Tunica		Tunica, Mississippi
Ameristar Casino * Hotel Kansas City (4)		Kansas City, Missouri
Ameristar Casino * Resort * Spa St. Charles (4)		St. Charles, Missouri
Belterra Park (4)		Cincinnati, Ohio
Valley Forge Casino Resort (3)		King of Prussia, Pennsylvania

(1) Eastside Cannery remains closed since March 18, 2020.

(2) Par-A-Dice was temporarily closed on November 20, 2020 and subsequently reopened on January 16, 2021.

(3) Valley Forge was temporarily closed on December 12, 2020 and subsequently reopened on January 4, 2021.

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

We also own and operate a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. As our Downtown properties cater to the Hawaiian market, financial results for these operations are included in our Downtown Las Vegas segment.

Results for Lattner Entertainment Group Illinois, LLC ("Lattner"), our Illinois distributed gaming operator, are included in our Midwest & South segment. Lattner's operations were temporarily suspended on November 20, 2020 and subsequently resumed on January 16, 2021.

We have online sports-betting offerings through market-access agreements with other companies in New Jersey and six of the nine states we operate in throughout the Midwest & South segment. We also have iGaming offerings in two of these states. Financial results for online sports betting and iGaming operations 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 with cash or by credit card.

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

Our Strategy

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

Strengthening Our Balance Sheet

We are committed to finding opportunities to strengthen our balance sheet through diversifying and increasing cash flow to reduce our debt. We intend to take a balanced approach to our cash flows, with a current emphasis on investing in our business and returning capital to shareholders.

Table of Contents

Operating Efficiently

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

Evaluating Acquisition Opportunities

Our evaluations of potential investments and growth opportunities are strategic, deliberate, and disciplined. Our goal is to identify and pursue opportunities that grow our business and deliver a solid return for shareholders and are available at the right price. These investments can take the form of expanding and enhancing offerings and amenities at existing properties, development of new properties, acquisitions, or expanding and enhancing online and iGaming offerings as they are legalized in and around the states we operate in today.

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)*	2022		2021
Total revenues	$	860.7	$	753.3
Operating income		251.1		193.7
Net income		162.9		102.2

Total Revenues

Total revenues increased $107.4 million, or 14.3%, during the three months ended March 31, 2022, as compared to the prior year comparable period, due primarily to the continued recovery from the COVID-19 pandemic as many COVID-related restrictions impacting our business were lifted in the second quarter of 2021, vaccination rates increased year over year, destination travel grew and we opened additional amenities that were closed for all or a portion of the prior year period. We also continue to focus on our core customer, leveraging more robust marketing and analytical tools since reopening the majority of our properties in the second quarter of 2020, which has driven revenue growth from our core customers year over year.

Operating Income

Operating income increased $57.3 million, or 29.6%, for the three months ended March 31, 2022, compared to the prior year comparable period, primarily due to a 14.3% growth in revenues year over year with continued recovery from the COVID-19 pandemic and our focus on our core customers as discussed above. In addition, we transformed our operatingmodel after reopening our properties and this streamlined operating model, with a focus and discipline on costs, has allowed us to flow a greater portion of our revenue growth to operating income. Operating income was also favorably impacted by a $12.7 million gain on disposition of assets for the three months ended March 31, 2022.

Net Income

Net income increased $60.8 million for the three months ended March 31, 2022, compared to the prior year comparable period. The increase is attributable to the operating income increase of $57.3 million, as discussed above. In addition, income before income taxes increased due to a $20.2 million decrease in interest expense as a result of a $870.1 million decline in the weighted average debt balance. This reduction is due to the retirements of the $750 million aggregate principal amount of 6.375% Senior Notes due 2026 ("6.375% Notes") and the $700 million aggregate principal amount of 6.000% Senior Notes due 2026 ("6.000% Notes") in June 2021 and the retirement of $300 million aggregate principal amount of our 8.625% Senior Notes due 2025 ("8.625% Notes) in November 2021, offset by the issuance of the $900 million aggregate principal amount of 4.750% Senior Notes due 2031 ("4.750% Notes due 2031") in June 2021. These increases in income are offset by an increase in the income tax provision of $15.6 million due to the Company's improved operational performance.

Table of Contents

Operating Revenues

We derive the majority of our revenues from our gaming operations, which produced approximately 78% and 82% of revenues for the three months ended March 31, 2022 and 2021, respectively. Other revenues, which include online offerings, represent our next most significant revenue source, generating 10% and 9% of revenues for the three months ended March 31, 2022 and 2021, respectively. Food & beverage revenues and room revenues separately contributed less than 10% of revenues during these periods. The shift in percentage contributions of revenues from gaming over the prior year is driven by the impact of operating restrictions as properties reopened following the COVID-related closures in 2020, which limited our offerings of non-gaming amenities, and was also impacted by limited destination travel, entertainment and group business in the prior year.

	Three Months Ended
	March 31,
*(In millions)*	2022			2021
REVENUES
Gaming	$	668.0		$	617.9
Food & beverage		63.7			44.1
Room		42.4			26.0
Other		86.6			65.3
Total revenues	$	860.7		$	753.3

COSTS AND EXPENSES
Gaming	$	250.0		$	232.1
Food & beverage		53.9			38.9
Room		16.0			12.1
Other		56.9			41.9
Total costs and expenses	$	376.8		$	325.0

MARGINS
Gaming		62.6	%		62.4	%
Food & beverage		15.4	%		11.8	%
Room		62.3	%		53.5	%
Other		34.3	%		35.8	%

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 increase in gaming revenues of $50.1 million, or 8.1%, during the three months ended March 31, 2022, as compared to the corresponding period of the prior year, was due primarily to a 6.8% increase in slot win and a 22.8% increase in table game hold as we continue to leverage our marketing and analytical tools to focus on our core customers.

Food & Beverage

Food & beverage revenues increased $19.6 million, or 44.5%, during the three months ended March 31, 2022, compared to the prior year comparable period , primarily due to an increase in food covers of 32.7% and an increase in average guest check of 5.9%.

Room

Room revenues increased$16.4 million, or 63.2%, during the three months ended March 31, 2022, as compared to the prior year comparable period, primarily due to an increase in hotel occupancy rate of 12.4% and an increase in average daily rate of 15.1%. Overall room margins increased to 62.3% from 53.5% in the prior year comparable period, due primarily to a decrease in cost per room of 5.1% as certain minimum staffing levels and fixed costs were spread across more occupied rooms, along with the increase in average daily rate of 15.1% noted above.

Other

Other revenues relate to our online gaming initiatives and patronage visits at the other amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues increased$21.3 million, or 32.7%, during the three months ended March 31, 2022, as compared to the corresponding period of the prior year, due primarily to increased online gaming revenues, including the revenues from reimbursements of gaming taxes paid on behalf of our online partners, and as other amenities such as entertainment and group business started to return again after the COVID-related closures. Corresponding period-over-period increases in other expenses reflect primarily the gaming taxes paid on behalf of our online partners and the corresponding costs of entertainment and group business.

Table of Contents

Revenues and Adjusted EBITDAR by Reportable Segment

We determine each of our property's profitability based upon Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent expense related to master leases ("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. 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 and our online gaming initiatives are included in our Midwest & South segment. Corporate expense represents unallocated payroll, professional fees, aircraft expenses and various other expenses not directly related to our casino and hotel operations. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense.

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

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

	Three Months Ended
	March 31,
*(In millions)*	2022			2021
Total revenues
Las Vegas Locals	$	227.6		$	182.4
Downtown Las Vegas		49.5			21.4
Midwest & South		583.6			549.5
Total revenues	$	860.7		$	753.3

Adjusted EBITDAR (1)
Las Vegas Locals	$	118.7		$	90.6
Downtown Las Vegas		18.4			2.5
Midwest & South		223.5			218.1
Corporate expense		(21.8	)		(18.6	)
Adjusted EBITDAR	$	338.8		$	292.6

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

Las Vegas Locals

Total revenues increased by $45.2 million during the three months ended March 31, 2022, as compared to the corresponding period of the prior year, reflecting revenue increases in all departmental categories. Gaming revenues increased $24.4 million primarily due to an increase in slot handle of 11.0% and table game drop of 31.9% from the prior year comparable period. Room revenues increased $9.0 million due to an increase in hotel occupancy rate of 16.2% and average daily rate of 35.8% from the prior year comparable period. Food & beverage revenues increased $6.9 million due to an increase in food covers of 50.9% and average check of 9.3% from the prior year comparable period. Other revenues increased $4.9 million as entertainment venues expanded the number of events and demand for other amenities grew over the prior year comparable period.

Adjusted EBITDAR increased by $28.1 million during the three months ended March 31, 2022, as compared to the corresponding period of the prior year, due primarily to revenue growth and a continuation of our disciplined operating model shift when operations resumed following the reopening of our properties in 2020.

Downtown Las Vegas

Total revenues increased by $28.1 million during the three months ended March 31, 2022, as compared to the corresponding period of the prior year, reflecting revenue increases in all departmental categories. Given that our Downtown properties cater to the Hawaiian market, the year over year reduction in restrictions in Hawaii drove an increase in Hawaiian visitation during the three months ended March 31, 2022 over the prior year comparable period, which drove the overall departmental revenue increases. In addition, one of our downtown properties reopened in early September 2021 as destination travel started returning.

Adjusted EBITDAR increased by $15.9 million during the three months ended March 31, 2022, as compared to the corresponding periods of the prior year, due primarily to the revenue growth from the Hawaiian customer.

Table of Contents

Midwest & South

Total revenues increased by $34.1 million during the three months ended March 31, 2022, as compared to the corresponding period of the prior year, reflecting revenue increases in all departmental categories. Gaming revenues increased $8.0 million primarily due to an increase in table game drop of 12.1% from the prior year comparable period and a 1.4% increase in slot handle over the prior year comparable period. Other revenues increased $15.5 million as a result of our online gaming initiatives. Food & beverage revenues increased $6.8 million due to an increase in average guest check of 5.6% along with an increase in covers of 4.5% from the prior year comparable period. Room revenues increased $3.8 million due to an increase in average daily rate of 11.2% from the prior year comparable period.

Adjusted EBITDAR increased by $5.4 million during the three months ended March 31, 2022, as compared to the corresponding periods of the prior year, due primarily to non-gaming amenity growth and the increases in average check and average daily rate as discussed above.

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)*	2022			2021
Selling, general and administrative	$	92.0		$	90.0
Master lease rent expense		26.3			25.9
Maintenance and utilities		32.9			28.2
Depreciation and amortization		62.5			64.5
Corporate expense		29.0			23.3
Project development, preopening and writedowns		(10.0	)		1.4
Other operating items, net		0.1			1.2

Selling, General and Administrative

Selling, general and administrative expenses, as a percentage of revenues, were 10.7% and 11.9% during the three months ended March 31, 2022 and 2021, respectively. We continue to focus on our disciplined operating model and targeted marketing, resulting in a percentage of revenues decrease with significant revenue growth in the current period.

Master Lease Rent Expense

Master lease rent expense represents rent expense incurred by four of our properties which are subject to two master lease agreements with a real estate investment trust. Master lease rent expense, as a percentage of revenues, was 3.1% and 3.4% during the three months ended March 31, 2022 and 2021, respectively.

Maintenance and Utilities

Maintenance and utilities expenses, as a percentage of revenues, remained consistent at 3.8% and 3.7% during the three months ended March 31, 2022 and 2021, respectively.

Depreciation and Amortization

Depreciation and amortization expenses, as a percentage of revenues, were 7.3% and 8.6% during the three months ended March 31, 2022 and 2021, respectively. The $2.0 million decline from prior year comparable period is primarily driven by a $1.4 million decrease in intangible asset amortization as our customer relationships are amortized using an accelerated method. Depreciation expense remained consistent period over period. The percentage of revenue decrease is thus primarily attributable to revenue growth.

Corporate Expense

Corporate expense represents unallocated payroll, professional fees, rent and various other administrative expenses that are not directly related to our property operations, in addition to the corporate portion of share-based compensation expense. Corporate expense represented 3.4% and 3.1% of revenues during the three months ended March 31, 2022 and 2021, 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; (iii) asset write-downs; and (iv) realized gains arising from asset dispositions. Such costs are generally nonrecurring in nature and vary from period to period as the volume of underlying activities fluctuate. During the three months ended March 31, 2022, the Company benefitted from a $12.7 million gain on disposition of assets.

Table of Contents

Other Operating Items, net

Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including severance payments to separated employees, 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)*	2022			2021
Interest Expense, Net of Capitalized Interest and Interest Income	$	37.2		$	57.4
Average Long-Term Debt Balance (1)		3,071.9			3,942.0
Weighted Average Interest Rates		4.3	%		5.4	%

⁽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, 2022, decreased $20.2 million, or 35.1%, from the prior year comparable period. The decline is attributable to a decrease in the average long-term debt balance of $870.1 million along with a decline in the weighted average interest rate percentage point of 106 basis points for the three months ended March 31, 2022. The decline in the average long-term debt balance is primarily attributable to the following: (i) retirements of the 6.375% Notes and the 6.000% Notes in June 2021; and (ii) redemption of $300.0 million of 8.625% Notes in November 2021; offset by (iii) the issuance of the 4.750% Notes due 2031 in June 2021.

Loss on Early Extinguishments and Modifications of Debt

The $3.3 million loss on early extinguishment and modifications of debt for the three months ended March 31, 2022 is driven primarily by the retirement of the Prior Term A Loan and Prior Refinancing Term B Loan under the Prior Credit Agreement. See additional discussion in "Liquidity and Capital Resources".

Income Taxes

The effective tax rates during the three months ended March 31, 2022 and 2021 were 22.7% and 24.0%, respectively. Our tax rate for the three months ended March 31, 2022 and 2021 were unfavorably impacted by state taxes and certain nondeductible expenses which were partially offset by the inclusion of excess tax benefits, related to equity compensation, as a component of the provision for income taxes. As of December 31, 2021, the Company exhausted its federal net operating loss carryforwards which will result in higher cash taxes in the current and prospective periods.

Table of Contents

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, 2022 and December 31, 2021, we had balances of cash and cash equivalents of $403.0 million and $344.6 million, respectively. In addition, we held restricted cash balances of $16.2 million and $12.6 million at March 31, 2022 and December 31, 2021, respectively. Our working capital deficit at March 31, 2022 and December 31, 2021 was $5.6 million and $49.2 million, respectively.

We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility and cash flows from operating activities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including our projected operating requirements, maintenance capital expenditures and our announced definitive agreement to acquire Pala Interactive LLC ("Pala Interactive") and its subsidiaries, including its Canadian subsidiary Pala Canada Interactive Inc. See "Indebtedness", below, for further detail regarding the bank credit facility.

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

Cash Flows Summary

	Three Months Ended
	March 31,
*(In millions)*	2022			2021
Net cash provided by operating activities	$	233.7		$	216.7

Cash flows from investing activities
Capital expenditures		(46.6	)		(35.5	)
Insurance proceeds received for hurricane losses		—			31.3
Proceeds from disposition of assets		20.1			—
Other investing activities		—			6.7
Net cash (used in) provided by investing activities		(26.5	)		2.5

Cash flows from financing activities
Net payments under bank credit facility		12.1			(4.9	)
Debt financing costs, net		(13.6	)		—
Share-based compensation activities, net		(10.8	)		(0.8	)
Shares repurchased and retired		(131.8	)		—
Other financing activities		(1.0	)		(0.2	)
Net cash used in financing activities		(145.1	)		(5.9	)
Increase in cash, cash equivalents and restricted cash	$	62.1		$	213.3

Cash Flows from Operating Activities

During the three months ended March 31, 2022 and 2021, we generated operating cash flow of $233.7 million and $216.7 million, respectively. Generally, operating cash flows increased during 2022 as compared to the prior year period due to the year over year revenue growth.

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, 2022, we incurred net cash outflows for investing activities of $26.5 million comprised of capital expenditures of $46.6 million, primarily related to furniture and equipment purchases and building projects at various properties, offset by $20.1 million in proceeds from disposition of assets. During the three months ended March 31, 2021, we incurred net cash inflows for investing activities of $2.5 million comprised of capital expenditure spending of $35.5 million, primarily related to building improvements at Delta Downs as a result of Hurricane Laura damage, which was offset by $31.3 million of insurance recovery proceeds and $6.7 million of reimbursed expense associated with the Wilton Rancheria project.

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 outflows from financing activities in the three months ended March 31, 2022, primarily reflect share repurchases, debt financing costs related to the Credit Agreement and share-based compensation, offset by an increase in the outstanding principal under the bank credit facility (see "Indebtedness"). The net cash outflows from financing activities in the three months ended March 31, 2021, primarily reflect quarterly payments on our Prior Term Loans.

Table of Contents

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, 2022		December 31, 2021		Increase / (Decrease)
Bank credit facility	$	880.0	$	867.9	$	12.1
4.750% senior notes due 2027		1,000.0		1,000.0		—
8.625% senior notes due 2025		300.0		300.0		—
4.750% senior notes due 2031		900.0		900.0		—
Other		0.5		1.5		(1.0	)
Total long-term debt		3,080.5		3,069.4		11.1
Less current maturities		44.3		41.7		2.6
Long-term debt, net of current maturities	$	3,036.2	$	3,027.7	$	8.5

Bank Credit Facility

Credit Agreement

On March 2, 2022 (the "Closing Date"), the Company entered into a credit agreement (the "Credit Agreement") among the Company, certain direct and indirect subsidiaries of the Company as guarantors (the "Guarantors"), Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreement replaced the Third Amended and Restated Credit Agreement, dated as of August 14, 2013 (the "Prior Credit Agreement"), among the Company, certain direct and indirect subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders.

The Credit Agreement provides for (i) a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) an $880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving Credit Facility and the Term A Loan mature on the fifth anniversary of the Closing Date (or earlier upon the occurrence or non-occurrence of certain events). The Term A Loan was fully funded on the Closing Date. Proceeds from the Credit Agreement were used to refinance all outstanding obligations under the Prior Credit Agreement, including a senior secured term loan A facility (the "Prior Term A Loan") and senior secured term loan B facility (the "Prior Refinancing Term B Loan", and collectively with the Prior Term A Loan, the "Prior Term Loans"), and to fund transaction costs in connection with the Credit Agreement. For additional information, refer to Note 5, Long-Term Debt in the notes to our condensed consolidated financial statements included herein.

Amounts Outstanding

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

	March 31,		December 31,
*(In millions)*	2022		2021
Revolving Credit Facility	$	—	$	—
Term A Loan		880.0		—
Prior Term A Loan		—		118.2
Prior Refinancing Term B Loan		—		749.7
Swing Loan		—		—
Total outstanding principal amounts under the bank credit facility	$	880.0	$	867.9

With a total revolving credit commitment of $1,450.0 million available under the bank credit facility, no borrowings on the Revolving Credit Facility and the swing loan and $14.2 million allocated to support various letters of credit, there is a remaining contractual availability of $1,435.8 million as of March 31, 2022.

The blended interest rate for outstanding borrowings under the bank credit facility was 2.1% at March 31, 2022 and 2.3% at December 31, 2021.

Debt Service Requirements

Debt service requirements for Term A Loan include amortization in an annual amount equal to 5.00% of the original principal amount thereof, commencing June 30, 2022, payable on a quarterly basis. Additionally, under the bank credit facility we have monthly Term A Loan interest payment obligations and quarterly unused line interest payments. Debt service requirements under our current outstanding senior notes consist of semi-annual interest payments (based upon fixed annual interest rates ranging from 4.750% to 8.625%) and principal repayments of our 8.625% Notes due in June 2025, our 4.750% Notes due in December 2027 and our 4.750% Notes due in June 2031.

Covenant Compliance

As of March 31, 2022, we believe that we were in compliance with the covenants contained in our debt instruments.

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

Table of Contents

Guarantor Financial Information

In connection with the issuance of our 6.375% Notes, our 6.000% Notes, our 4.750% senior notes due December 2027 ("4.750% Notes due 2027"), our 8.625% Notes and our 4.750% Notes due 2031 (collectively, the "Guaranteed Notes"), certain of the Company's wholly owned subsidiaries (the "Guarantors") provide guarantees of those indentures. These Guaranteed Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. With the exception of one subsidiary, the guarantors of the 6.375% Notes are the same as for our 6.000% Notes, both 4.750% Notes and 8.625% Notes (collectively, the "Other Notes"). On June 9, 2021, the 6.375% Notes and 6.000% Notes were redeemed.

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

	March 31,		December 31,
*(In millions)*	2022		2021
Current assets	$	556.7	$	487.7
Noncurrent assets		10,276.0		10,158.4
Current liabilities		562.6		538.1
Noncurrent liabilities		4,127.1		4,138.4

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

	Three Months Ended
*(In millions)*	March 31, 2022
Revenues	$	876.8
Operating income		448.8
Income before income taxes		408.5
Net income		360.5

Share Repurchase Programs

Subject to applicable corporate securities laws, repurchases under our share 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 Credit Facility. Purchases under our share repurchase program can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the share repurchase program with existing cash resources and availability under our Credit Facility.

On October 21, 2021, our Board of Directors authorized a share repurchase program of $300 million. We are not obligated to repurchase any shares under this program, and purchases under our share repurchase program can be discontinued at any time at our sole discretion. There were 2.1 million shares repurchased during the three months ended March 31, 2022. There were no share repurchases during the three months ended March 31, 2021 as we had suspended all share repurchases in March 2020 due to the impact of the COVID-19 pandemic on our business. As of March 31, 2022, we are authorized to repurchase up to an additional $148.8 million shares of our common stock.

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 February 3, 2022, 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 of Directors under this program and reflected in the periods presented are:

Declaration date		Record date		Payment date		Amount per share
February 3, 2022		March 15, 2022		April 15, 2022		$	0.15

Other Items Affecting Liquidity

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

Commitments

Pending Acquisitions

On March 28, 2022, we announced that we had entered into a definitive agreement to acquire Pala Interactive, LLC ("Pala Interactive") and its subsidiaries, including its Canadian subsidiary Pala Canada Interactive Inc. ("Pala Canada"), for total cash consideration of $170.0 million. Pala Interactive is an innovative online gaming technology company that provides proprietary solutions on both a business-to-business (B2B) and business-to-consumer (B2C) basis in regulated markets across the United States and Canada. The transaction is expected to close by the first quarter of 2023, subject to the satisfaction of customary closing conditions and the receipt of all required regulatory approvals. We intend to finance the transaction through cash flow from operations and availability under our Revolving Credit Facility.

Capital Spending and Development

We currently estimate that our annual cash capital requirements to perform on-going refurbishment and maintenance at our properties is approximately $240million to $260 million. We fund our capital expenditures through cash on hand, our Credit Facility and operating cash flows.

Table of Contents

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, including beginning construction on a land-based facility at Treasure Chest which will replace our existing riverboat, and expansion of the Fremont's casino space and dining options. Both of these projects are in addition to our maintenance capital spending, and we expect to spend an additional $50 million to $65 million this year.

We also continue to work with the Wilton Rancheria, to develop and manage Sky River Casino, a gaming entertainment complex to be located about 15 miles southeast of Sacramento, California. Wilton Rancheria has secured third-party financing to fund construction, which began in first quarter 2021. Sky River Casino is expected to open in the fourth quarter of this year.

Other Opportunities

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

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

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

Contingencies

Legal Matters

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

Off Balance Sheet Arrangements

There have been no material changes to our off balance sheet arrangements 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, 2021, as filed with the SEC on February 28, 2022.

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, 2021, as filed with the SEC on February 28, 2022.

Recently Issued Accounting Pronouncements

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

Important Information Regarding Forward-Looking Statements

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

	•	the factors that contribute to our ongoing success and our ability to be successful in the future;
	•	impacts caused by the COVID-19 pandemic or any other public health emergencies we may encounter;
	•	our business model, areas of focus and strategy for driving business results;
	•	competition, including expansion of gaming into additional markets including internet gaming, the impact of competition on our operations, our ability to respond to such competition, and our expectations regarding continued competition in the markets in which we compete;
	•	the general effect, and expectation, of the national and global economy on our business, as well as the economies where each of our properties are located;
	•	indebtedness, including Boyd Gaming’s ability to refinance or pay amounts outstanding under its credit agreement and Boyd Gaming’s unsecured notes, when they become due and our compliance with related covenants, and our expectation that we will need to refinance all or a portion of our respective indebtedness at or before maturity;
	•	our expectation regarding the trends that will affect the gaming industry over the next few years and the impact of these trends on growth of the gaming industry, future development opportunities and merger and acquisition activity in general;
	•	our intention to pursue expansion opportunities, including acquisitions, that are a good fit for our business, deliver a solid return for stockholders, and are available at the right price;
	•	that our credit agreement and our cash flows from operating activities will be sufficient to meet our respective projected operating and maintenance capital expenditures for the next twelve months;

Table of Contents

	•	our belief that all pending litigation claims, if adversely decided, will not have a material adverse effect on our business, financial position or results of operations;
	•	that margin improvements will remain a driver of profit growth for us going forward;
	•	regulations, including anticipated taxes, tax credits or tax refunds expected, and the ability to receive and maintain necessary approvals for our projects;
	•	our expectations regarding the expansion of sports betting and online wagering;
	•	our asset impairment analyses and our intangible asset and goodwill impairment tests;
	•	the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotels and casinos;
	•	that estimates and assumptions made in the preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles may differ from actual results; and
	•	our estimates as to the effect of any changes in our Consolidated EBITDA on our ability to remain in compliance with certain covenants in the credit agreement.

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, 2021, 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 SOFR 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 Credit Facility. We do not currently utilize derivative financial instruments for trading or speculative purposes.

As of March 31, 2022, our long-term variable-rate borrowings represented approximately 28.6% of total long-term debt. Based on March 31, 2022 debt levels, a 100 basis point change in the interest rate would cause our annual interest costs to change by approximately $8.8 million.

See also "Liquidity and Capital Resources" above.

Table of Contents

Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q (the "Report"), we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

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

Table of Contents

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, 2021, as filed with the SEC on February 28, 2022.

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, 2022.

Period	Total Number of Shares Purchased (1)		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, 2022 through January 31, 2022		872,971	$	60.51		872,971	$	227,783,271
February 1, 2022 through February 28, 2022		532,993		62.83		532,993		194,296,857
March 1, 2022 through March 31, 2022		690,696		65.85		690,696		148,816,087
Total		2,096,660	$	62.86		2,096,660	$	148,816,087

(1) All shares repurchased are covered by our $300 million share repurchase program. The program was approved by our Board of Directors on October 21, 2021 and has no expiration date.

Table of Contents

Item 6.

Exhibits

Exhibit Number	Document of Exhibit	Method of Filing
2.1	Purchase Agreement and Plan of Merger, dated as of March 28, 2022, by and among Boyd Interactive, Boyd Phoenix Acquisition, LLC, Boyd Phoenix Canada Inc., Pala Interactive, Pala Canada Holdings, LLC and Shareholder Representative Services LLC as representative of the holders of the membership interests of Pala Interactive.	Filed electronically herewith

10.2	Credit Agreement, dated as of March 2, 2022, among the Company, the Guarantors, Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association as swingline lender, and certain other financial institutions party thereto as lenders.	Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on March 2, 2022

22	List of Guarantor Subsidiaries of Boyd Gaming Corporation.	Incorporated by reference to Exhibit 22 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022

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

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

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

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

101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021, (iii) Condensed Consolidated Statements of Changes in Stockholders' Equity for each of the quarters within the three months ended March 31, 2022 and 2021, iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021, and (vi) Notes to Condensed Consolidated Financial Statements.	Filed electronically herewith

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

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 6, 2022.

		BOYD GAMING CORPORATION

	By:	/s/ Lori M. Nelson
		Lori M. Nelson
		Senior Vice President Financial Operations and Reporting (Authorized Signatory and Interim Chief Accounting Officer)