BOYD GAMING CORP 10-K

ITEM 8. Financial Statements and Supplementary Data The following consolidated financial statements for the three years in the period ended December 31, 2023 are filed as part of this Report: Page No. Report of Independent Registered Public Accounting Firm 44 Consolidated Balance Sheets at December 31, 2023 and 2022 46 Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 47 Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 48 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021 49 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 50 Notes to Consolidated Financial Statements 52 The accompanying audited consolidated financial statements of Boyd Gaming Corporation have been prepared in accordance with the instructions to Form 10-K and Regulation S-X and include all information and footnote disclosures necessary for complete financial statements in conformity with GAAP. 43 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Boyd Gaming Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Boyd Gaming Corporation and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2024, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill and Gaming License Rights Indefinite-Lived Intangible Assets — Refer to Notes 1, 4 and 5 to the financial statements Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of a reporting unit to its carrying value. Similarly, the Company’s evaluation of its gaming license rights indefinite-lived intangible assets for impairment involves the comparison of the fair value of each gaming license right indefinite-lived intangible asset to its carrying value. As of December 31, 2023, the carrying value of goodwill and gaming license rights indefinite-lived intangible assets was $947.3 million and $1,100.6 million, respectively. For the year ended December 31, 2023, the Company recorded $86.5 million of goodwill impairments, of which $82.0 million related to the Company’s Online segment and $4.5 million related to Managed & Other, the Company’s aggregated other nonreportable operating segments category. For the year ended December 31, 2023, the Company also recorded impairments of $21.3 million for gaming license rights indefinite-lived intangible assets related to the Company’s Midwest & South segment. Additionally, another reporting unit and a gaming license right indefinite-lived intangible asset in the Company’s Midwest & South segment had estimated fair values that did not significantly exceed their respective carrying values. Management estimated the fair value of reporting units using a weighting of the income approach and the market approach and estimated the fair value of gaming license rights indefinite-lived intangible assets using a multi-period excess earnings method. The determination of the fair value of reporting units required management to make significant assumptions and estimates including, projections of future cash flows and the selection of discount rates and valuation multiples derived from the operating data of selected guideline publicly-traded companies. The determination of the fair value of gaming license rights indefinite-lived intangible assets required management to make significant assumptions and estimates including, projections of future cash flows and the selection of discount rates. Therefore, auditing these fair values involved a higher degree of judgment and subjectivity, including the involvement of valuation specialists. 44 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s projections of future cash flows and the selection of discount rates and valuation multiples used in the determination of the fair value of reporting units and gaming license rights indefinite-lived intangible assets included the following: ● We tested the effectiveness of controls related to management’s projections of future cash flows and the selection of discount rates and valuation multiples. ● We evaluated management’s ability to accurately project future cash flows by comparing historical projections with actual performance. ● We evaluated the reasonableness of management’s projections of future cash flows by (1) comparing projections of future cash flows to internal communications to the Board of Directors, analyst and industry reports, and selected guideline publicly-traded companies; (2) considering the impact of changes in the competitive and regulatory environment on management’s projections; and (3) assessing the reasonableness of strategic plans incorporated by management into the projections. ● With the assistance of our valuation specialists, we evaluated the selection of discount rates and valuation multiples by (1) assessing the valuation methodology and market-based information underlying these assumptions and estimates, including testing the mathematical accuracy of the calculations; (2) developing an independent range of assumptions and estimates and comparing those to the discount rates and valuation multiples selected by management; and (3) evaluating historical operating trends and profitability and assessing the impact of uncertainty in management’s projections of future cash flows on these assumptions and estimates. /s/ Deloitte & Touche LLP Las Vegas, Nevada Februar y 26, 2 024 We have served as the Company’s auditor since 1981. 45 Table of Contents Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, (In thousands, except share data) 2023 2022 ASSETS Current assets Cash and cash equivalents $ 304,271 $ 283,472 Restricted cash 3,659 11,593 Accounts receivable, net 137,892 109,053 Inventories 20,692 22,173 Prepaid expenses and other current assets 59,293 49,379 Income taxes receivable 3,508 2,558 Total current assets 529,315 478,228 Property and equipment, net 2,542,512 2,394,236 Operating lease right-of-use assets 793,335 830,345 Other assets, net 67,779 147,439 Intangible assets, net 1,392,844 1,427,135 Goodwill, net 947,341 1,033,744 Total assets $ 6,273,126 $ 6,311,127 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 124,668 $ 129,946 Current maturities of long-term debt 44,275 44,275 Accrued liabilities 427,379 411,913 Total current liabilities 596,322 586,134 Long-term debt, net of current maturities and debt issuance costs 2,871,223 3,005,134 Operating lease liabilities, net of current portion 711,387 758,440 Deferred income taxes 288,826 318,609 Other liabilities 61,266 52,185 Commitments and contingencies (Note 9) Stockholders' equity Preferred stock, $ 0.01 par value, 5,000,000 shares authorized — — Common stock, $ 0.01 par value, 200,000,000 shares authorized; 96,832,453 and 102,816,110 shares outstanding 968 1,028 Additional paid-in capital — 305,152 Retained earnings 1,744,232 1,285,827 Accumulated other comprehensive loss ( 1,098 ) ( 1,382 ) Total stockholders' equity 1,744,102 1,590,625 Total liabilities and stockholders' equity $ 6,273,126 $ 6,311,127 The accompanying notes are an integral part of these consolidated financial statements. 46 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, (In thousands, except per share data) 2023 2022 2021 Revenues Gaming $ 2,613,288 $ 2,674,730 $ 2,705,523 Food & beverage 288,417 275,979 230,045 Room 199,117 189,071 154,180 Online 422,211 253,898 172,518 Management fee 76,921 26,905 — Other 138,538 134,794 107,544 Total revenues 3,738,492 3,555,377 3,369,810 Operating costs and expenses Gaming 1,000,240 1,005,830 999,528 Food & beverage 240,879 231,447 192,334 Room 73,490 68,383 57,627 Online 358,988 213,918 148,273 Other 46,323 45,626 34,718 Selling, general and administrative 389,891 373,964 366,156 Master lease rent expense 108,398 106,616 104,702 Maintenance and utilities 151,014 143,527 126,115 Depreciation and amortization 256,780 258,179 267,787 Corporate expense 115,963 117,007 117,675 Project development, preopening and writedowns ( 8,935 ) ( 18,936 ) 31,815 Impairment of assets 107,837 40,775 8,200 Other operating items, net ( 4,207 ) ( 12,183 ) 14,776 Total operating costs and expenses 2,836,661 2,574,153 2,469,706 Operating income 901,831 981,224 900,104 Other expense (income) Interest income ( 23,886 ) ( 21,530 ) ( 1,819 ) Interest expense, net of amounts capitalized 171,247 151,249 199,442 Loss on early extinguishments and modifications of debt — 19,815 95,155 Other, net 1,563 2,884 3,387 Total other expense, net 148,924 152,418 296,165 Income before income taxes 752,907 828,806 603,939 Income tax provision ( 132,884 ) ( 189,429 ) ( 140,093 ) Net income $ 620,023 $ 639,377 $ 463,846 Basic net income per common share $ 6.12 $ 5.87 $ 4.07 Weighted average basic shares outstanding 101,325 108,885 113,866 Diluted net income per common share $ 6.12 $ 5.87 $ 4.07 Weighted average diluted shares outstanding 101,373 109,004 114,103 The accompanying notes are an integral part of these consolidated financial statements. 47 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, (In thousands) 2023 2022 2021 Net income $ 620,023 $ 639,377 $ 463,846 Other comprehensive income (loss), net of tax: Fair value adjustments to available-for-sale securities 123 ( 1,258 ) ( 330 ) Foreign currency translation adjustments 161 56 — Comprehensive income $ 620,307 $ 638,175 $ 463,516 The accompanying notes are an integral part of these consolidated financial statements. 48 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Accumulated Additional Other Common Stock Paid-in Retained Comprehensive (In thousands, except share data) Shares Amount Capital Earnings Income (Loss) Total Balances, January 1, 2021 111,830,857 $ 1,118 $ 876,433 $ 246,242 $ 150 $ 1,123,943 Net income — — — 463,846 — 463,846 Comprehensive loss, net of tax — — — — ( 330 ) ( 330 ) Stock options exercised 371,016 4 4,405 — — 4,409 Release of restricted stock units, net of tax 349,231 3 ( 8,209 ) — — ( 8,206 ) Release of performance stock units, net of tax 61,983 1 ( 1,908 ) — — ( 1,907 ) Shares repurchased and retired ( 1,309,947 ) ( 13 ) ( 80,769 ) — — ( 80,782 ) Share-based compensation costs — — 37,773 — — 37,773 Balances, December 31, 2021 111,303,140 1,113 827,725 710,088 ( 180 ) 1,538,746 Net income — — — 639,377 — 639,377 Comprehensive loss, net of tax — — — — ( 1,258 ) ( 1,258 ) Foreign currency translation adjustments — — — — 56 56 Stock options exercised 165,951 1 3,088 — — 3,089 Release of restricted stock units, net of tax 476,292 5 ( 10,058 ) — — ( 10,053 ) Release of performance stock units, net of tax 294,651 3 ( 8,121 ) — — ( 8,118 ) Shares repurchased and retired ( 9,423,924 ) ( 94 ) ( 541,548 ) — — ( 541,642 ) Dividends declared ($ 0.60 per share) — — — ( 63,638 ) — ( 63,638 ) Share-based compensation costs — — 34,066 — — 34,066 Balances, December 31, 2022 102,816,110 1,028 305,152 1,285,827 ( 1,382 ) 1,590,625 Net income — — — 620,023 — 620,023 Comprehensive income, net of tax — — — — 123 123 Foreign currency translation adjustments — — — — 161 161 Stock options exercised 32,000 — 315 — — 315 Release of restricted stock units, net of tax 202,516 2 ( 2,081 ) ( 4,774 ) — ( 6,853 ) Release of performance stock units, net of tax 318,878 3 ( 12,777 ) — — ( 12,774 ) Shares repurchased and retired ( 6,537,051 ) ( 65 ) ( 322,988 ) ( 93,202 ) — ( 416,255 ) Dividends declared ($ 0.64 per share) — — — ( 63,642 ) — ( 63,642 ) Share-based compensation costs — — 32,379 — — 32,379 Balances, December 31, 2023 96,832,453 $ 968 $ — $ 1,744,232 $ ( 1,098 ) $ 1,744,102 The accompanying notes are an integral part of these consolidated financial statements. 49 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (In thousands) 2023 2022 2021 Cash Flows from Operating Activities Net income $ 620,023 $ 639,377 $ 463,846 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 256,780 258,179 267,787 Amortization of debt financing costs and discounts on debt 7,761 8,551 11,172 Non-cash operating lease expense 78,811 65,204 45,599 Non-cash expected credit loss (income) on note receivable ( 34,371 ) ( 35,100 ) — Share-based compensation expense 32,379 34,066 37,773 Deferred income taxes ( 29,842 ) 51,030 133,860 Non-cash impairment of assets 107,837 40,775 8,200 Gain on sale of assets — ( 13,407 ) — Loss on early extinguishments and modifications of debt — 19,815 95,155 Other operating activities 1,665 9,517 10,356 Changes in operating assets and liabilities, excluding the impact of acquisitions: Accounts receivable, net ( 28,810 ) ( 16,761 ) ( 36,027 ) Inventories 1,481 ( 2,083 ) 2,526 Prepaid expenses and other current assets ( 10,369 ) ( 8,476 ) ( 2,088 ) Income taxes (receivable) payable, net ( 950 ) ( 2,951 ) 401 Other assets, net 1,307 ( 7,857 ) ( 5,727 ) Accounts payable and accrued liabilities ( 10,345 ) 891 14,819 Operating lease liabilities ( 78,811 ) ( 65,204 ) ( 45,599 ) Other liabilities ( 30 ) 545 8,358 Net cash provided by operating activities 914,516 976,111 1,010,411 Cash Flows from Investing Activities Capital expenditures ( 373,950 ) ( 269,155 ) ( 199,452 ) Cash paid for acquisitions, net of cash received — ( 167,862 ) — Payments received on note receivable 113,555 — — Insurance proceeds received from hurricane losses — 586 63,200 Proceeds received from disposition of assets — 21,953 — Other investing activities ( 3,935 ) ( 7,834 ) 6,672 Net cash used in investing activities ( 264,330 ) ( 422,312 ) ( 129,580 ) 50 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued) Year Ended December 31, (In thousands) 2023 2022 2021 Cash Flows from Financing Activities Borrowings under credit facilities 1,505,800 2,122,100 — Payments under credit facilities ( 1,647,300 ) ( 1,802,197 ) ( 28,288 ) Proceeds from issuance of senior notes — — 900,000 Retirements of senior notes — ( 300,000 ) ( 1,750,000 ) Premium fees — ( 12,939 ) ( 77,736 ) Debt financing costs — ( 16,682 ) ( 14,457 ) Share-based compensation activities ( 19,312 ) ( 15,082 ) ( 5,704 ) Shares repurchased and retired ( 412,655 ) ( 541,642 ) ( 80,782 ) Dividends paid ( 63,609 ) ( 48,162 ) — Other financing activities ( 172 ) ( 1,248 ) ( 1,735 ) Net cash used in financing activities ( 637,248 ) ( 615,852 ) ( 1,058,702 ) Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash ( 73 ) ( 10 ) — Change in cash, cash equivalents and restricted cash 12,865 ( 62,063 ) ( 177,871 ) Cash, cash equivalents and restricted cash, beginning of year 295,065 357,128 534,999 Cash, cash equivalents and restricted cash, end of year $ 307,930 $ 295,065 $ 357,128 Supplemental Disclosure of Cash Flow Information Cash paid for interest, net of amounts capitalized $ 166,682 $ 144,020 $ 205,241 Cash received for interest 11,999 — — Cash paid for income taxes 164,482 140,924 5,721 Supplemental Schedule of Non-cash Investing and Financing Activities Payables incurred for capital expenditures $ 23,509 $ 7,348 $ 4,826 Dividends declared not yet paid 15,508 15,476 — Operating lease right-of-use asset and liability remeasurements — ( 11,224 ) 3,349 Expected credit loss (income) on note receivable ( 34,371 ) ( 35,100 ) — The accompanying notes are an integral part of these consolidated financial statements. 51 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Boyd Gaming Corporation (and together with its subsidiaries, the "Company," the "Registrant," "Boyd Gaming," "Boyd," "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD". As of December 31, 2023 , we are a geographically diversified operator of 28 wholly owned brick-and-mortar gaming entertainment properties ("gaming entertainment properties"). Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. In addition, we own and operate Boyd Interactive, a business-to-business ( "B2B" ) and business-to-consumer ( "B2C" ) online gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria. During the first quarter of 2023, the Company evaluated its reportable segments and changed them from three reportable segments consisting of: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest & South, to the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). This change reflects the growth of the Company beyond its traditional wholly owned gaming entertainment properties and the increasing importance to the Company of other growth sources. The Online segment includes the operating results of our online gaming operations through collaborative arrangements with third parties throughout the United States and the operations from our recent acquisition of Pala Interactive, LLC ("Pala Interactive") and its subsidiaries, including its Canadian subsidiary Pala Interactive Canada Inc. ("Pala Canada") (individually and collectively, rebranded "Boyd Interactive") on November 1, 2022, and such operating results were previously included with the Midwest & South segment. To reconcile Reportable Segments information to the consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner Entertainment Group Illinois, LLC ("Lattner"), our Illinois distributed gaming operator. These nonreportable operating segments were previously aggregated with our Midwest & South segment. The table below lists the Reportable Segment classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. 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 ) Due to the current levels of demand in the market, Eastside Cannery remains closed since it was closed on March 18, 2020, in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID- 19 virus. ( 2 ) Property is subject to master lease agreement with a real estate investment trust. 52 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 In addition to these properties, we own a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. Financial results for our travel agency and our captive insurance company are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties concentrate significant marketing efforts on gaming customers from Hawaii. Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. Investments in unconsolidated affiliates, which are 50% or less owned and do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or variable interest entities, are accounted for under the equity method. All intercompany accounts and transactions have been eliminated in consolidation. Recasted Consolidated Statements of Operations In the first quarter of 2023, the Company separated out online revenue and management fee revenue from other revenue. This change was a result of increased contributions to the Company in these two areas and related update to our reportable segments, as previously discussed. Revenue for the years ended December 31, 2022 and 2021 has been recast to conform to this presentation. The disaggregation of online revenue and management fee revenue from other revenue did not impact the Company's total revenues, net income or earnings per share as previously reported for the years ended December 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: (i) amounts restricted by regulation for gaming and racing purposes; (ii) amounts restricted by regulation for the value in players' online casino gaming accounts; and (iii) advance payments received for future bookings with our Hawaiian travel agency. These restricted cash balances are invested in highly liquid instruments with a maturity of 90 days or less. These restricted cash balances are held by high credit quality financial institutions. The carrying values of these instruments approximate their fair values due to their short maturities. The following table provides a reconciliation of cash, cash equivalents and restricted cash balances reported within the consolidated balance sheets to the total balance shown in the consolidated statements of cash flows. December 31, December 31, December 31, December 31, (In thousands) 2023 2022 2021 2020 Cash and cash equivalents $ 304,271 $ 283,472 $ 344,557 $ 519,182 Restricted cash 3,659 11,593 12,571 15,817 Total cash, cash equivalents and restricted cash $ 307,930 $ 295,065 $ 357,128 $ 534,999 53 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Accounts Receivable, net Accounts receivable consist primarily of casino, hotel, market access partner online gaming tax reimbursements and other receivables. Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible, based upon historical collection experience, the age of the receivable and other relevant economic factors. An estimated allowance for doubtful accounts is maintained to reduce our receivables to their carrying amount. As a result, the net carrying value approximates fair value. The activity comprising our allowance for doubtful accounts is as follows: Year Ended December 31, (In thousands) 2023 2022 2021 Beginning balance, January 1, $ 2,595 $ 3,338 $ 4,106 Additions 984 1,557 171 Deductions ( 851 ) ( 2,300 ) ( 939 ) Ending balance, December 31, $ 2,728 $ 2,595 $ 3,338 Inventories Inventories consist primarily of food & beverage and retail items and are stated at the lower of cost or market. Cost is determined using the weighted-average inventory method. Property and Equipment, net Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the asset's useful life or term of the lease. The estimated useful lives of our major components of property and equipment are: Building and improvements 3 through 40 years Riverboats and barges 5 through 40 years Furniture and equipment 1 through 12 years Gains or losses on disposals of assets are recognized as incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. For an asset that is held for sale, we recognize the asset at the lower of carrying value or fair market value, less costs of disposal, as estimated based on comparable asset sales, cost and income approaches. For a long-lived asset to be held and used, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant asset group discounted using our weighted-average cost of capital and market indicators of terminal year free cash flow multiples. In certain circumstances, the sales comparison approach, which analyzes recent sales transactions of similar assets, or the cost approach, which is based on the premise that a prudent investor would pay no more for an asset of similar utility than its replacement or reproduction cost, may be used in place of the discounted cash flow model to derive fair value. All resulting recognized impairment charges are recorded as impairment of assets within operating costs and expenses. Capitalized Interest Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. There was capitalized interest of $ 3.2 million for the year ended December 31, 2023 . There was immaterial capitalized interest for the year ended December 31, 2022 and $ 0.1 million for the year ended December 31, 2021 . 54 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Investment in Available for Sale Securities We have an investment in a single municipal bond issuance of $ 17.1 million aggregate principal amount of 7.5 % Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 ("City Bonds"). This investment is classified as available-for-sale and is recorded at fair value. The fair value at December 31, 2023 and 2022 was $ 13.3 million and $ 13.7 million, respectively. At both December 31, 2023 and 2022 , $ 0.7 million is included in prepaid expenses and other current assets and at December 31, 2023 and 2022 , $ 12.6 million and $ 13.0 million, respectively, is included in other assets, net. Future maturities of the City Bonds, excluding the discount, for the years ending December 31 are summarized as follows: (In thousands) For the year ending December 31, 2024 $ 730 2025 785 2026 845 2027 910 2028 975 Thereafter 12,835 Total $ 17,080 Intangible Assets Intangible assets include customer relationships, host agreements, development agreements, developed technology, B2B relationships, B2C relationships, gaming license rights and trademarks. Amortizing Intangible Assets Customer relationships represent the value of repeat business associated with our customer loyalty programs and are being amortized on an accelerated method over their approximate useful life. B2B relationships and B2C relationships represent the value of our customer relationships, including those under contractual arrangements, associated with our online gaming operations and are being amortized on a straight-line basis over seven to twelve years. Host agreements represent the value associated with our host establishment relationships and are being amortized on a straight-line basis over 15 years. Development agreement is a contract between two parties establishing an agreement for development of a product or service. This agreement is being amortized over the respective cash flow period of the related seven -year agreement. Developed technology represents the value associated with our online gaming platform and is being amortized on a straight-line basis over 10 years. For amortizing intangible assets, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant asset group discounted using our weighted-average cost of capital and market indicators of terminal year free cash flow multiples. Indefinite-Lived Intangible Assets Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. These assets, considered indefinite-lived intangible assets, are not subject to amortization, but instead are subject to an annual impairment test, and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. Gaming license rights are tested for impairment using a multi-period excess earnings method, which is a specific discounted cash flow model or a qualitative assessment approach, and trademarks are tested for impairment using the relief-from-royalty method or a qualitative assessment approach. For indefinte-lived intangible assets, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant asset group discounted using our weighted-average cost of capital and market indicators of terminal year free cash flow multiples. Goodwill Goodwill is an asset representing the future economic benefits arising from other assets in a business combination that are not individually identified and separately recognized. Goodwill is not subject to amortization, but it is subject to an annual impairment test and in between annual test dates in certain circumstances. 55 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 We evaluate goodwill for impairment at the reporting until level using a weighted average allocation of both the income and market approach models or a qualitative assessment approach. In the valuation of a reporting unit's goodwill, the income approach focuses on the income-producing capability of the reporting unit. The underlying premise of this approach is that the value of a reporting unit can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the reporting unit. The steps followed in applying this approach include estimating the expected after-tax cash flows attributable to the reporting unit over its life and converting these after-tax cash flows to present value through "discounting." The discounting process uses a rate of return which accounts for both the time value of money and investment risk factors. Finally, the present value of the after-tax cash flows over the life of the reporting unit is totaled to arrive at an indication of the fair value of the reporting unit. The market approach is comprised of the guideline company method, which focuses on comparing the subject company to selected reasonably similar, or "guideline", publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of the subject company relative to the selected guideline companies; and (iii) applied to the operating data of the subject company to arrive at an indication of value. In the valuation of a reporting unit, the market approach measures value based on what typical purchasers in the market have paid for assets which can be considered reasonably similar to those being valued. When the market approach is utilized, data is collected on the prices paid for reasonably comparable assets. Adjustments are made to the similar assets to compensate for differences between reasonably similar assets and the asset being valued. The application of the market approach results in an estimate of the price reasonably expected to be realized from the sale of the reporting unit. Long-Term Debt, Net Long-term debt, net is reported as the outstanding debt amount net of unamortized cost. Any unamortized debt issuance costs, which include legal and other direct costs related to the issuance of our outstanding debt, or discount granted to the initial purchasers or lenders upon issuance of our debt instruments is recorded as a direct reduction to the face amount of our outstanding debt. The debt issuance costs and discount are accreted to interest expense using the effective interest method over the contractual term of the underlying debt. In the event that our debt is modified, repurchased or otherwise reduced prior to its original maturity date, we evaluate whether it is a debt extinguishment or debt modification under authoritative accounting guidance and for a debt extinguishment, we ratably reduce the unamortized debt issuance costs and discount and record a loss on extinguishment of debt. Income Taxes Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed, as facts and circumstances change, and at a minimum quarterly, 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. In performing our second quarter valuation allowance analysis, we determined that the positive evidence in favor of releasing a portion of our valuation allowance for certain state jurisdictions, outweighed the negative evidence. We utilize a rolling twelve quarters of pre-tax income adjusted for permanent book to tax differences as a measure of cumulative results in recent years. We transitioned from a cumulative loss position to a cumulative income position over the rolling twelve quarters ended June 30, 2023. Other evidence considered in the analysis included, but was not limited to, a trend reflective of improvement in recent earnings, forecasts of profitability and taxable income and the reversal of existing temporary differences. The change in these conditions during the three months ended June 30, 2023 provided positive evidence that supported the release of the valuation allowance against a significant portion of our state deferred tax assets. As such, we concluded that it was more likely than not that the benefit from our deferred tax assets would be realized. As a result, during the second quarter of 2023, we released $ 35.9 million of valuation allowance on our state income tax net operating loss carryforwards and other deferred tax assets. During the third and fourth quarters of 2023, we determined that there were not any adjustments necessary to our valuation allowance. Other Long-Term Tax Liabilities The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two -step approach for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement is only addressed if the position is deemed to be more likely than not to be sustained. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement. Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the "more likely than not" standard. If it is subsequently determined that a previously recognized tax position no longer meets the "more likely than not" standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. If applicable, accrued interest and penalties are included in other long-term tax liabilities on the consolidated balance sheets. Self-Insurance Reserves We are self-insured for various insurance coverages such as property, general liability, employee health and workers' compensation costs with the appropriate levels of deductibles and retentions. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. Management believes the estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. Certain of these claims represent obligations to make future payments; and therefore, we discount such reserves to an amount representing the present value of the claims which will be paid in the future using a blended rate, which represents the inherent risk and the average payout duration. Self-insurance reserves are included in accrued liabilities on our consolidated balance sheets. 56 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 The activity comprising our self-insurance reserves is as follows: Year Ended December 31, (In thousands) 2023 2022 2021 Beginning balance, January 1, $ 37,492 $ 42,563 $ 45,436 Additions Charged to costs and expenses 68,981 81,249 88,806 Payments made ( 72,616 ) ( 86,320 ) ( 91,679 ) Ending balance, December 31, $ 33,857 $ 37,492 $ 42,563 Accumulated Other Comprehensive Income (Loss) Comprehensive income includes net income and other comprehensive income (loss). Components of the Company's comprehensive income are reported in the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income. The accumulated other comprehensive income (loss) at December 31, 2023 , consists of unrealized gains and losses on the investment available for sale resulting from changes in fair value and foreign currency translation adjustments. Leases Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For our operating leases for which the rate implicit in the lease 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. The incremental borrowing rate is determined based on the weighted average incremental borrowing rate at the lease commencement or modification date that is commensurate with the rate of interest in a similar economic environment that we would have to pay to borrow an amount equal to our future lease payments on a collateralized basis over a similar term, including reasonably certain options to extend or terminate. The determination of the incremental borrowing rate could materially impact our lease liabilities. Operating right-of-use ("ROU") assets and finance lease assets are recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. Lease and non-lease components are accounted for separately. Revenue Recognition The Company’s revenue contracts with customers consist of gaming wagers (including both those made at our gaming entertainment properties and online B2C wagers), hotel room sales, food & beverage offerings and other amenity transactions. See Collaborative Arrangements below for further discussion of revenues earned under our online collaborative arrangements. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food & beverage or when the service is provided for other amenity transactions. We have established a player loyalty point program to encourage repeat business from frequent and active slot machine customers and other patrons. Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food & beverage, hotel rooms and other free goods and services. Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s player loyalty program and a single performance obligation for customers who do not participate in the program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio 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 player loyalty contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable 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 player loyalty contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note 6, Accrued Liabilities , for the balance outstanding related to the player loyalty program. 57 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 The Company collects advance deposits from hotel customers for future hotel reservations and other future events such as banquets and ticketed events. These advance deposits represent obligations of the Company until the hotel room stay is provided to the customer or the banquet or ticketed event occurs. See Note 6, Accrued Liabilities , for the balance outstanding related to advance deposits. The Company's outstanding chip liability represents the amounts owed in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. See Note 6, Accrued Liabilities , for the balance related to outstanding chips. The retail value of hotel accommodations, food & beverage, and other services furnished to guests without charge is recorded as departmental revenues. Gaming revenues are net of incentives earned in our player loyalty program and the estimated retail value of complimentary goods and services provided to customers (such as complimentary rooms and food & beverage). The estimated retail values related to goods and services provided to customers without charge or upon redemption of points under our player loyalty program, included in departmental revenues, and therefore reducing our gaming revenues, are as follows: Year Ended December 31, (In thousands) 2023 2022 2021 Food & beverage $ 119,202 $ 116,364 $ 104,309 Rooms 62,521 65,485 60,536 Other 8,679 8,818 6,599 Gaming Taxes We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded in the consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for Boyd Interactive operations. Gaming taxes recorded as gaming expense totaled approximately $ 512.0 million, $ 523.2 million and $ 536.3 million for the years ended December 31, 2023 , 2022 and 2021 , respectively. Gaming taxes recorded as online expense, excluding taxes paid under collaborative arrangements (see Collaborative Arrangements below for further discussion), totaled $ 6.2 million and $ 0.4 million for the years ended December 31, 2023 and 2022 , respectively. There was not any gaming tax recorded as online expense for the year ended December 31, 2021 . Advertising Expense Direct advertising costs are expensed the first time such advertising appears. Advertising costs are included in selling, general and administrative expenses on the consolidated statements of operations and totaled $ 22.4 million, $ 18.7 million and $ 16.1 million for the years ended December 31, 2023 , 2022 and 2021 , respectively. Corporate Expense Corporate expense represents unallocated payroll, professional fees, rent, aircraft costs and various other expenses that are not directly related to our casino, hotel and online operations, in addition to the corporate portion of share-based compensation expense. 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 writedowns; and (iv) realized gains arising from asset dispositions. Share-Based Compensation Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. The requisite service period can be impacted by the provisions of the Company’s stock compensation programs that provide for automatic vesting acceleration upon retirement (including as a result of death or disability) for those long-service participants achieving defined age and years of service criteria. These acceleration provisions do not apply to stock grants and awards issued within six months of the employee’s retirement. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant on the date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interest rates, expected option lives and dividend yields. We form our assumptions using historical experience and observable market conditions. Currency Tra nslation The Company translates the financial statements of its foreign subsidiary that are not denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. If a material income statement event occurs, the transaction would be translated at the exchange rate in effect on the date of occurrence. Translation adjustments resulting from this process are recorded in other comprehensive income (loss). 58 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Net Income per Share Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, such as stock options. Collaborative Arrangements We hold a five percent equity ownership in and have a strategic partnership with FanDuel Group ("FanDuel"), the nation's leading sports-betting operator, to pursue sports-betting opportunities across the country, both at our gaming entertainment properties and online. Subject to state law and regulatory approvals, we have established a presence in the sports wagering industry, both at our gaming entertainment properties and online, by leveraging FanDuel's technology and related services. We offer online sports wagering under the FanDuel brand or under market access agreements with other companies in Illinois, Indiana, Iowa, Kansas, Louisiana, Ohio and Pennsylvania. We also operate sportsbooks under the FanDuel brand at one of our Downtown Las Vegas gaming entertainment properties, our gaming entertainment properties in Mississippi and all of the gaming entertainment properties in the states where we offer online sports wagering. Under our online collaborative arrangements, we receive a revenue share from the third -party operator based on actual wagering wins and losses. The activities under these collaborative arrangements related to online wagering, are recorded in online revenue and online expense on the consolidated statements of operations. The activities under these collaborative arrangements related to sportsbooks at our gaming entertainment properties, are recorded in gaming revenue and gaming expense. Under certain of our collaborative arrangements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by the third -party operators. We report these gaming taxes and other expenses paid as online expense and the reimbursements we receive as online revenues. These taxes and other payments totaled approximately $ 328.0 million, $ 207.9 million and $ 146.7 million for the years ended December 31, 2023 , 2022 and 2021 , respectively. Our five percent equity ownership in FanDuel is recorded at cost in accordance with the measurement alternative allowed under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 321, Accounting for Investments in Equity Securities . We do not have the ability to exercise significant influence over FanDuel's operating and financial policies. We evaluate the investment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We evaluate the recorded value of the investment when any observable price changes in orderly transactions for an identical or similar investment would require an adjustment of the investment to fair value. Concentration of Credit Risk Financial instruments that subject us to credit risk consist of cash equivalents and accounts receivable. Our policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. We have bank deposits that may at times exceed federally insured limits. Concentration of credit risk, with respect to gaming receivables, is limited through our credit evaluation process. We issue markers to approved gaming customers only following credit checks and investigations of creditworthiness. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("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. 59 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Recently Adopted Accounting Pronouncements Accounting Standards Update ("ASU") 2021 - 08, Business Combinations, Topic 805 ("Update 2021 - 08" ) In October 2021, the FASB issued Update 2021 - 08 to improve the accounting for acquired revenue contracts with customers in a business combination. Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination at fair value on the acquisition date. ASU 2021 - 08 requires acquiring entities to apply Topic 606, Revenue Recognition , to recognize and measure contract assets and liabilities in a business combination. Update 2021 - 08 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted Update 2021 - 08 during third quarter 2022, and the guidance was applied in accounting for the Boyd Interactive acquisition as discussed in Note 2, Acquisition . ASU 2021 - 05, Leases, Topic 842 ("Update 2021 - 05" ) In July 2021, the 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 consolidated financial statements was not material. ASU 2020 - 01, Investments - Equity Securities, Topic 321, Investments - Equity Method and Joint Ventures, Topic 323, and Derivative and Hedging, Topic 815 ("Update 2020 - 01" ) In January 2020, the FASB issued Update 2020 - 01 to clarify guidance in accounting for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative. Update 2020 - 01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted Update 2020 - 01 during first quarter 2021 and the impact of the adoption to its consolidated financial statements was not material. ASU 2019 - 12, Income Taxes, Topic 740, Simplifying the Accounting for Income Taxes ("Update 2019 - 12" ) In December 2019, the FASB issued Update 2019 - 12 to simplify the accounting for income taxes by removing certain exceptions and clarifying the guidance in certain areas of Topic 740. Update 2019 - 12 is effective for financial statements issued for annual periods and interim periods beginning after December 15, 2020. The Company adopted Update 2019 - 12 on January 1, 2021 and the impact of the adoption to its consolidated financial statements was not material. Recently Issued Accounting Pronouncements ASU 2023 - 09, Income Taxes, Topic 740, Improvements to Income Tax Disclosures ("Update 2023 - 09" ) In December 2023, the FASB issued Update 2023 - 09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid. Update 2023 - 09 is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2023 - 09 to the consolidated financial statements. ASU 2023 - 07, Segment Reporting, Topic 280, Improvements to Reportable Segment Disclosures ("Update 2023 - 07" ) In November 2023, the FASB issued Update 2023 - 07 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Update 2023 - 07 is to be applied retrospectively and is effective for financial statements issued for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2023 - 07 to the consolidated financial statements. A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our consolidated financial statements. NOTE 2. ACQUISITION Pala Interactive On November 1, 2022, Boyd Interactive Gaming Inc. ("Boyd Interactive Inc."), a wholly owned subsidiary of the Company, completed its previously announced acquisition of Pala Interactive and its subsidiaries, including its Canadian subsidiary Pala Canada, pursuant to a Purchase Agreement and Plan of Merger (the "Merger Agreement"), entered into on March 28, 2022, by and among Boyd Interactive Inc., Boyd Phoenix Acquisition, LLC ("Merger Sub"), a wholly owned subsidiary of Boyd Interactive Inc., Boyd Phoenix Canada Inc., a wholly owned subsidiary of Boyd Gaming, Pala Interactive, Pala Canada Holdings, LLC and Shareholder Representative Services LLC as representative of the holders of the membership interests of Pala Interactive. Pursuant to the Merger Agreement, Merger Sub merged with and into Pala Interactive (the "Merger"), with Pala Interactive surviving the Merger. Pala Interactive is now a wholly owned subsidiary of Boyd Interactive Inc. Boyd Interactive is an innovative online gaming te chnology comp any that provides proprietary solutions on both a B2B and B2C basis in regulated markets across the United States and Canada. We view this acquisition as an important step forward in our online growth strategy as it provides us with the talent and technology to begin building our regional online casino business. While online casinos are now limited to just a few states, over the long term we believe there is growth and additional profit potential for our Company from online gaming. By owning and operating an online gaming business, we will be able to leverage our nationwide portfolio and extensive customer database to grow in the online casino space. The acquired company is aggregated into our Online segment (See Note 14, Segment Information ). Consideration Transferred The fair value of the consideration transferred on the date of the Merger Agreement included the purchase price of the net assets transferred. The total gross cash consideration was $ 175.2 million (with $ 7.3 million of cash acquired, for total cash paid for acquisitions, net of cash received of $ 167.9 million). 60 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Status of Purchase Price Allocation The Company followed the acquisition method of accounting pursuant to FASB ASC Topic 805. For purposes of these consolidated financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance from third -party specialists. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded as goodwill. The Company recognized the assets acquired and liabilities assumed in the acquisition based on fair value estimates as of the date of the Merger. In the second quarter of 2023, the Company finalized its determination of the fair value of the intangible assets acquired, along with the related allocation of goodwill. There was no change in the final determination of fair value of the intangible assets acquired or the related allocation of goodwill from the preliminary values included in the consolidated financial statements at December 31, 2022 The following table summarizes the purchase price allocation as of the acquisition date of November 1, 2022: (In thousands) As Recorded Current assets $ 10,456 Property and equipment 445 Other assets 740 Intangible assets 77,000 Total acquired assets 88,641 Current liabilities 4,462 Other liabilities 3,007 Total liabilities assumed 7,469 Net identifiable assets acquired 81,172 Goodwill 94,037 Net assets acquired $ 175,209 The following table summarizes the values assigned to acquired property and equipment and estimated useful lives: Useful Lives (In thousands) (in years) As Recorded Buildings and improvements 5 $ 22 Furniture and equipment 2 - 5 423 Property and equipment acquired $ 445 The following table summarizes the values assigned to acquired intangible assets and weighted average useful lives of definite-lived intangible assets: Useful Lives (In thousands) (in years) As Recorded Developed technology 10 $ 36,000 B2B relationships 7 - 10 28,000 B2C relationships 12 13,000 Total intangible assets acquired $ 77,000 The goodwill recognized is the excess of the purchase price over the values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to reporting units included in the Online segment. All of the goodwill, except $ 7.8 million allocated to Pala Canada, is expected to be deductible for income tax purposes. The Company expensed acquisition related costs of $ 0.7 million and $ 5.5 million during the years ended December 31, 2023 and 2022 , respectively. These costs are included in project development, preopening and writedowns on the consolidated statements of operations. The revenue and earnings from the Merger are not material for the period subsequent to acquisition through December 31, 2022. The pro-forma revenue and earnings from the Merger assuming all impacts as if it had been completed on January 1, 2022, are not material through December 31, 2022. 61 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 NOTE 3. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: December 31, (In thousands) 2023 2022 Land $ 338,469 $ 334,368 Buildings and improvements 3,237,863 3,172,676 Furniture and equipment 1,742,666 1,707,212 Riverboats and barges 241,826 241,898 Construction in progress 182,710 87,612 Total property and equipment 5,743,534 5,543,766 Less accumulated depreciation ( 3,201,022 ) ( 3,149,530 ) Property and equipment, net $ 2,542,512 $ 2,394,236 Construction in progress primarily relates to costs capitalized in conjunction with major improvements that have not yet been placed into service, and accordingly, such costs are not currently being depreciated. Depreciation expense for the years ended December 31, 2023 , 2022 and 2021 was $ 240.0 million, $ 248.4 million and $ 255.2 million, respectively. NOTE 4. INTANGIBLE ASSETS Intangible assets consist of the following: December 31, 2023 Weighted Useful Life Gross Accumulated Effect of Foreign Remaining Carrying Accumulated Impairment Currency Intangible (In thousands) (in years) Value Amortization Losses Exchange Assets, Net Amortizing intangibles Customer relationships 0.1 $ 35,050 $ ( 35,010 ) $ — $ — $ 40 Host agreements 9.4 58,000 ( 21,589 ) — — 36,411 Development agreement 5.6 21,373 ( 4,198 ) — — 17,175 Developed technology 8.5 39,981 ( 4,482 ) — 225 35,724 B2B relationships 6.0 28,000 ( 4,566 ) — 52 23,486 B2C relationships 10.8 13,000 ( 1,264 ) — — 11,736 195,404 ( 71,109 ) — 277 124,572 Indefinite lived intangible assets Trademarks Indefinite 199,900 — ( 32,275 ) — 167,625 Gaming license rights Indefinite 1,378,081 ( 33,960 ) ( 243,474 ) — 1,100,647 1,577,981 ( 33,960 ) ( 275,749 ) — 1,268,272 Balances, December 31, 2023 $ 1,773,385 $ ( 105,069 ) $ ( 275,749 ) $ 277 $ 1,392,844 62 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 December 31, 2022 Weighted Useful Life Gross Accumulated Effect of Foreign Remaining Carrying Accumulated Impairment Currency Intangible (In thousands) (in years) Value Amortization Losses Exchange Assets, Net Amortizing intangibles Customer relationships 0.6 $ 63,050 $ ( 62,070 ) $ — $ — $ 980 Host agreements 10.4 58,000 ( 17,722 ) — — 40,278 Development agreement 6.6 21,373 ( 1,145 ) — — 20,228 Developed technology 9.8 36,445 ( 600 ) — 53 35,898 B2B relationships 7.0 28,000 ( 652 ) — 12 27,360 B2C relationships 11.8 13,000 ( 181 ) — — 12,819 219,868 ( 82,370 ) — 65 137,563 Indefinite lived intangible assets Trademarks Indefinite 204,000 — ( 36,375 ) — 167,625 Gaming license rights Indefinite 1,378,081 ( 33,960 ) ( 222,174 ) — 1,121,947 1,582,081 ( 33,960 ) ( 258,549 ) — 1,289,572 Balances, December 31, 2022 $ 1,801,949 $ ( 116,330 ) $ ( 258,549 ) $ 65 $ 1,427,135 Amortizing Intangible Assets Customer Relationships Customer relationships represent the value of repeat business associated with our customer loyalty programs. The value of customer relationships is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these customers, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections of future cash flows, assumptions and estimates: revenue of our rated customers, based on expected level of play; promotional allowances provided to these existing customers; attrition rate related to these customers; operating expenses; general and administrative expenses; trademark expense; discount rate; and the present value of tax benefit. Host Agreements Host agreements represent the value associated with the host establishment relationships of our distributed gaming operator. The value of host agreements is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these establishments, discounted to present value at a risk-adjusted rate of return. Development Agreement Development agreement is an acquired contract with Wilton Rancheria under which the Company developed the Sky River Casino on the Wilton Rancheria's land. Amortization of this asset began on August 15, 2022, upon the opening of Sky River Casino. Developed Technology Developed technology represents the value associated with our online gaming platform. The value is determined using the relief from royalty method, which presumes that without ownership of such technology, we would have to make a stream of payments to a technology owner in return for the right to use their technology. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the technology. We used the following significant projections of future cash flows, assumptions and estimates to determine value under the relief from royalty method: revenue from online gaming activities; royalty rate; tax expense; obsolescence rate; discount rate; and present value of tax benefit. B2B Relationships and B2C Relationships B2B relationships and B2C relationships represent the value of our customer relationships, including those under contractual arrangements, associated with our online gaming operations. The value of B2B and B2C relationships are determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to those customer relationships, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections of cash flows, assumptions and estimates: revenue of those customers, based on expected level of play and the specific contractual arrangement; promotional allowances and attrition rate related to these relationships; operating expenses; general and administrative expenses; contributory asset charge; discount rate; and the present value of tax benefit. Indefinite Lived Intangible Assets Trademarks Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademark, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the trade name. We used the following significant projections of future cash flows, assumptions and estimates to determine value under the relief from royalty method: revenue from gaming and hotel activities; royalty rate; tax expense; terminal growth rate; discount rate; and the present value of tax benefit. 63 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Gaming License Rights Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. In the majority of cases, the value of our gaming licenses is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to future gaming revenue, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections of future cash flows, assumptions and estimates: gaming revenues; gaming operating expenses; general and administrative expenses; tax expense; terminal value; and discount rate. In two instances, we determine the value of our gaming licenses by applying a cost approach. Our primary consideration in the application of this methodology is the initial statutory fee associated with acquiring a gaming license in the jurisdiction. Activity for the Years Ended December 31, 2023 , 2022 and 2021 The following table sets forth the changes in these intangible assets: (In thousands) Customer Relationships Host Agreements Development Agreement Developed Technology B2B Relationships B2C Relationships Trademarks Gaming License Rights Intangible Assets, Net Balance, January 1, 2021 $ 13,038 $ 48,011 $ 21,373 $ — $ — $ — $ 179,200 $ 1,120,551 $ 1,382,173 Additions — — — — — — — 1,250 1,250 Impairments — — — — — — ( 2,400 ) — ( 2,400 ) Amortization ( 8,736 ) ( 3,867 ) — — — — — — ( 12,603 ) Balance, December 31, 2021 4,302 44,144 21,373 — — — 176,800 1,121,801 1,368,420 Additions — — — 36,445 28,000 13,000 — 146 77,591 Impairments — — — — — — ( 9,175 ) — ( 9,175 ) Amortization ( 3,322 ) ( 3,866 ) ( 1,145 ) ( 600 ) ( 652 ) ( 181 ) — — ( 9,766 ) Effect of foreign currency exchange — — — 53 12 — — — 65 Balance, December 31, 2022 980 40,278 20,228 35,898 27,360 12,819 167,625 1,121,947 1,427,135 Additions — — — 3,536 — — — — 3,536 Impairments — — — — — — — ( 21,300 ) ( 21,300 ) Amortization ( 940 ) ( 3,867 ) ( 3,053 ) ( 3,882 ) ( 3,914 ) ( 1,083 ) — — ( 16,739 ) Effect of foreign currency exchange — — — 172 40 — — — 212 Balance, December 31, 2023 $ 40 $ 36,411 $ 17,175 $ 35,724 $ 23,486 $ 11,736 $ 167,625 $ 1,100,647 $ 1,392,844 64 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Future Amortization Customer relationships are being amortized on an accelerated basis over a weighted average original useful life of five years. Host agreements are being amortized on a straight-line basis over an original life of 15 years. The development agreement is being amortized on a straight-line basis over an original life of seven years. Developed technology is being amortized on a straight-line basis over an original life of 10 years. B2B relationships are being amortized on a straight-line basis over an original life of 7 years and 10 years. B2C relationships are being amortized on a straight-line basis over an original life of 12 years. Future amortization is as follows: (In thousands) Customer Relationships Host Agreements Development Agreement Developed Technology B2B Relationships B2C Relationships Total For the year ending December 31, 2024 $ 40 $ 3,867 $ 3,053 $ 4,555 $ 3,966 $ 1,083 $ 16,564 2025 — 3,867 3,053 4,409 3,914 1,083 16,326 2026 — 3,867 3,053 4,409 3,914 1,083 16,326 2027 — 3,867 3,053 4,408 3,914 1,083 16,325 2028 — 3,867 3,053 4,143 3,914 1,083 16,060 Thereafter — 17,076 1,910 13,800 3,864 6,321 42,971 Total future amortization $ 40 $ 36,411 $ 17,175 $ 35,724 $ 23,486 $ 11,736 $ 124,572 Trademarks and gaming license rights are not subject to amortization, as we have determined that they have an indefinite useful life; however, these assets are subject to an annual impairment test each year and between annual test dates in certain circumstances. Impairments As a result of our annual 2023 impairment test and our fourth quarter 2023 impairment review, the Company recorded an impairment charge of $ 21.3 million for gaming license rights related to our Midwest & South segment. As a result of our third quarter 2022 impairment review, the Company recorded an impairment charge of $ 5.6 million for a trademark related to a property in our Midwest & South segment. As a result of our annual 2022 impairment test and our fourth quarter 2022 impairment review, the Company recorded additional impairment charges of $ 3.6 million for trademarks related to our Midwest & South segment . As a result of our annual 2021 impairment test, the Company recorded impairment charges of $ 2.4 million for trademarks related to our Las Vegas Locals segment. NOTE 5. GOODWILL Goodwill consists of the following: December 31, 2023 Effect of Gross Accumulated Foreign Carrying Accumulated Impairment Currency Goodwill, (In thousands) Value Amortization Losses Exchange Net Goodwill, net by Segment Las Vegas Locals $ 593,567 $ — $ ( 188,079 ) $ — $ 405,488 Downtown Las Vegas 6,997 ( 6,134 ) — — 863 Midwest & South 636,269 — ( 107,470 ) — 528,799 Online 94,037 — ( 82,000 ) 154 12,191 Managed & Other 30,529 — ( 30,529 ) — — Balances, December 31, 2023 $ 1,361,399 $ ( 6,134 ) $ ( 408,078 ) $ 154 $ 947,341 December 31, 2022 Effect of Gross Accumulated Foreign Carrying Accumulated Impairment Currency Goodwill, (In thousands) Value Amortization Losses Exchange Net Goodwill, net by Segment Las Vegas Locals $ 593,567 $ — $ ( 188,079 ) $ — $ 405,488 Downtown Las Vegas 6,997 ( 6,134 ) — — 863 Midwest & South 636,269 — ( 107,470 ) — 528,799 Online 94,037 — — 20 94,057 Managed & Other 30,529 — ( 25,992 ) — 4,537 Balances, December 31, 2022 $ 1,361,399 $ ( 6,134 ) $ ( 321,541 ) $ 20 $ 1,033,744 Goodwill as of December 31, 2022 has been recast to reflect changes made in first quarter 2023 to the Company's segments. Goodwill in total as of December 31, 2022 did not change. See additional discussion in Note 14, Segment Information . 65 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Impairments and Other Charges During the year ended December 31, 2023, we recorded goodwill impairment charges of $ 86.5 million, of which $ 82.0 million related to our Online segment and $ 4.5 million related to Managed & Other, our aggregated other nonreportable operating segments category. During the year ended December 31, 2022, we recorded $ 94.0 million of goodwill, in our Online segment related to our acquisition of Boyd Interactive, and impairment charges of $ 31.6 million related to our Midwest & South segment. During the year ended December 31, 2021, there were no changes in goodwill. The following table sets forth the changes in our goodwill, net, during the years ended December 31, 2023 , 2022 and 2021 . (In thousands) Goodwill, Net Balance, January 1, 2021 $ 971,287 Account activity — Balance, December 31, 2021 971,287 Additions 94,037 Effect of foreign currency exchange 20 Impairments ( 31,600 ) Balance, December 31, 2022 1,033,744 Effect of foreign currency exchange 134 Impairments ( 86,537 ) Balance, December 31, 2023 $ 947,341 NOTE 6. ACCRUED LIABILITIES Accrued liabilities consist of the following: December 31, December 31, (In thousands) 2023 2022 Payroll and related $ 82,327 $ 73,619 Interest 17,841 17,864 Gaming 68,749 77,638 Player loyalty program 23,850 25,852 Advance deposits 15,511 20,792 Outstanding chips 8,164 7,704 Dividends payable 15,508 15,476 Operating leases 98,867 88,776 Other 96,562 84,192 Total accrued liabilities $ 427,379 $ 411,913 NOTE 7. LONG-TERM DEBT Long-term debt, net of current maturities and debt issuance costs, consists of the following: December 31, 2023 Interest Unamortized Rates at Origination December 31, Outstanding Fees and Long-Term (In thousands) 2023 Principal Costs Debt, Net Credit facility 7.164 % $ 1,046,300 $ ( 13,403 ) $ 1,032,897 4.750% senior notes due 2027 4.750 % 1,000,000 ( 7,792 ) 992,208 4.750% senior notes due 2031 4.750 % 900,000 ( 10,111 ) 889,889 Other 5.208 % 504 — 504 Total long-term debt 2,946,804 ( 31,306 ) 2,915,498 Less current maturities 44,275 — 44,275 Long-term debt, net $ 2,902,529 $ ( 31,306 ) $ 2,871,223 66 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 December 31, 2022 Interest Unamortized Rates at Origination December 31, Outstanding Fees and Long-Term (In thousands) 2022 Principal Costs Debt, Net Credit facility 6.166 % $ 1,187,800 $ ( 17,865 ) $ 1,169,935 4.750% senior notes due 2027 4.750 % 1,000,000 ( 9,740 ) 990,260 4.750% senior notes due 2031 4.750 % 900,000 ( 11,460 ) 888,540 Other 5.208 % 674 — 674 Total long-term debt 3,088,474 ( 39,065 ) 3,049,409 Less current maturities 44,275 — 44,275 Long-term debt, net $ 3,044,199 $ ( 39,065 ) $ 3,005,134 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 Facility"), 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 Facility, including a senior secured term loan A facility and senior secured term loan B facility (the "Prior Refinancing Term B Loan"), to fund transaction costs in connection with the Credit Agreement, and for general corporate purposes. 67 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Amounts Outstanding The outstanding principal amounts under the Credit Facility are comprised of the following: December 31, December 31, (In thousands) 2023 2022 Revolving Credit Facility $ 180,000 $ 285,000 Term A Loan 803,000 847,000 Swing Loan 63,300 55,800 Total outstanding principal amounts $ 1,046,300 $ 1,187,800 The Revolving Credit Facility and the Term A Loan mature on March 2, 2027 ( or earlier upon occurrence or non-occurrence of certain events). With a total revolving credit commitment of $ 1,450.0 million available under the Credit Facility, $ 180.0 million and $ 63.3 million in borrowings outstanding on the Revolving Credit Facility and on the Swing Loan, respectively, and $ 13.4 million allocated to support various letters of credit, there is a remaining contractual availability under the Credit Facility of $ 1,193.3 million at December 31, 2023 . 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 % and is 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, either: (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) the Company is 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 Agreement, 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 Agreement. 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. 68 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 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. Beginning with the fiscal quarter ended September 2023, the maximum Consolidated Total Net Leverage Ratio must be no higher than 4.50 to 1.00 and prior to that was 5.00 to 1.00. Current Maturities of Our Indebtedness We classified certain non-extending balances under our Credit Facility as a current maturity, as such amounts come due within the next twelve months. Senior Notes 4.750% Senior Notes due June 2031 On June 8, 2021 , we issued $ 900.0 million aggregate principal amount of 4.750 % senior notes due June 2031 (" 4.750% Senior Notes due 2031 "). The 4.750% Senior Notes due 2031 require semi-annual interest payments on March 15 and September 15 of each year. The 4.750% Senior Notes due 2031 will mature on June 15, 2031 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The net proceeds from the 4.750% Senior Notes due 2031 and cash on hand were used to finance the redemption of our outstanding 6.375% senior notes due April 2026 ( "6.375% Senior Notes") and 6.000% senior notes due August 2026 ( "6.000% Senior Notes"). In conjunction with the issuance of the 4.750% Senior Notes due 2031 , we incurred approximately $ 13.5 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750 % Senior Notes due 2031 using the effective interest method. The 4.750 % Senior Notes due 2031 contain covenants that, subject to exceptions and qualifications, among other things, limit the Company’s ability and the ability of its Restricted Subsidiaries (as defined in the Indenture governing the 4.750% Senior Notes due 2031, the " 4.750% Senior Notes due 2031 Indenture") to (i) incur additional indebtedness or liens; (ii) pay dividends or make distributions or repurchase the Company’s capital stock; (iii) make certain investments; and (iv) sell or merge with other companies. Upon the occurrence of a change of control (as defined in the 4.750% Senior Notes due 2031 Indenture), the Company will be required, unless certain conditions are met, to offer to repurchase the 4.750% Senior Notes due 2031 at a price equal to 101 % of the principal amount of the 4.750% Senior Notes due 2031, plus any accrued and unpaid interest and Additional Interest, if any, up to, but not including, the date of purchase. If the Company sells assets, it will be required under certain circumstances to offer to purchase the 4.750% Senior Notes due 2031 . At any time prior to June 15, 2026, we may redeem the 4.750% Senior Notes due 2031 , in whole or in part, at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. In addition, at any time prior to June 15, 2024, we may redeem up to 40% of the aggregate principal amount of the 4.750% Senior Notes due 2031 at a redemption price (expressed as percentages of the principal amount) equal to 104.750 %, plus accrued and unpaid interest and Additional Interest. 69 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 4.750% Senior Notes due December 2027 On December 3, 2019 , we issued $ 1.0 billion aggregate principal amount of 4.750 % senior notes due December 2027 (" 4.750% Senior Notes due 2027" ). The 4.750% Senior Notes due 2027 require semi-annual interest payments on June 1 and December 1 of each year. The 4.750 % Senior Notes due 2027 will mature on December 1, 2027 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100 % owned by us. The net proceeds from the 4.750% Senior Notes due 2027 were used to finance the redemption of all of our outstanding 6.875% senior notes due in 2023 and prepay a portion of our Prior Refinancing Term B Loan. In conjunction with the issuance of the 4.750% Senior Notes due 2027, we incurred approximately $ 15.7 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due 2027 using the effective interest method. The 4.750% Senior Notes due 2027 contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the indenture governing the 4.750% Senior Notes due 2027, the " 4.750% Senior Notes due 2027 Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the 4.750% Senior Notes due 2027 Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 4.750% Senior Notes due 2027 at a price equal to 101 % of the principal amount of the 4.750% Senior Notes due 2027, plus accrued and unpaid interest and Additional Interest (as defined in the 4.750% Senior Notes due 2027 Indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the 4.750% Senior Notes due 2027. At any time after December 1, 2022 , we may redeem all or a portion of the 4.750% Senior Notes due 2027 at redemption prices (expressed as percentages of the principal amount) ranging from 102.375 % to 100 % in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest. In connection with the private placement of the 4.750% Senior Notes due 2027, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") to permit the holders to exchange or resell the 4.750% Senior Notes due 2027. We filed the required registration statement and commenced the exchange offer in July 2020. The exchange offer was completed on August 20, 2020 and our obligations under the registration agreement have been fulfilled. Redemption of 8.625% Senior Notes due June 2025 On November 5, 2021, we redeemed $ 300.0 million of our 8.625 % Senior Notes due June 2025 ( "8.625% Senior Notes") at a redemption price that was calculated pursuant to the formula set forth in the 8.625% Indenture governing the 8.625% Senior Notes. The redemption including the redemption premium, accrued and unpaid interest, fees, expenses and commissions related to this redemption, was funded with cash on hand. On June 1, 2022, we redeemed the remaining $ 300.0 million outstanding 8.625% Senior Notes at a redemption price of 104.313 % plus accrued and unpaid interest to the redemption date. The redemptions, including the redemption premium, accrued and unpaid interest, fees, expenses and commissions related to this redemption, was funded through a combination of cash on hand and borrowings under our Revolving Credit Facility. Redemption of 6.000% Senior Notes due August 2026 On June 9, 2021, we redeemed all our $ 700.0 million aggregate principal amount of 6.000 % senior notes due 2026 ( "6.000% Senior Notes") at a redemption price of 103.993 % plus accrued and unpaid interest to the redemption date. The redemption was funded through the issuance of the 4.750% Senior Notes due 2031 and cash on hand. The Company used operating cash to pay the redemption premium, accrued and unpaid interest, fees, expenses and commissions related to this redemption. Redemption of 6.375% Senior Notes due April 2026 On June 9, 2021, we redeemed all our $ 750.0 million aggregate principal amount of 6.375 % senior notes due 2026 ( "6.375% Senior Notes") at a redemption price of 103.188 % plus accrued and unpaid interest to the redemption date. The redemption was funded through the issuance of the 4.750% Senior Notes due 2031. The Company used operating cash to pay the redemption premium, accrued and unpaid interest, fees, expenses and commissions related to this redemption. 70 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Loss on Early Extinguishments and Modifications of Debt The components of the loss on early extinguishments and modifications of debt are as follows: Year Ended December 31, (In thousands) 2023 2022 2021 6.375% Senior Notes premium fees paid $ — $ — $ 23,910 6.375% Senior Notes deferred finance charges written off — — 6,370 6.000% Senior Notes premium fees paid — — 27,953 6.000% Senior Notes deferred finance charges written off — — 7,240 8.625% Senior Notes premium fees paid — 12,939 25,873 8.625% Senior Notes deferred finance charges written off — 3,570 3,732 Prior Credit Facility deferred finance charges written off — 3,306 — Prior Credit Facility debt modification fees paid — — 77 Total loss on early extinguishments and modifications of debt $ — $ 19,815 $ 95,155 Covenant Compliance As of December 31, 2023 , we were in compliance with the financial and other covenants of our debt instruments. 71 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 The indentures governing the notes issued by the Company contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Company's consolidated EBITDA to fixed charges, including interest) for the Company's trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit the incurrence of additional debt, the Company may still borrow under its existing credit facility. At December 31, 2023 , the available borrowing capacity under our Credit Facility was $ 1,193.3 million. Scheduled Maturities of Long-Term Debt The scheduled maturities of long-term debt are as follows: (In thousands) Total For the year ending December 31, 2024 $ 44,275 2025 44,229 2026 44,000 2027 1,914,300 2028 — Thereafter 900,000 Total outstanding principal of long-term debt $ 2,946,804 NOTE 8. INCOME TAXES Deferred Income Tax Assets and Liabilities Deferred income tax assets and liabilities are provided to record the effects of temporary differences between the tax basis of an asset or liability and its amount as reported in our consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years. The components comprising our deferred income tax assets and liabilities are as follows: December 31, (In thousands) 2023 2022 Deferred income tax assets State net operating loss carryforwards $ 47,020 $ 53,889 Operating lease liability 170,351 178,014 Share-based compensation 14,301 13,119 Other 28,362 40,144 Gross deferred income tax assets 260,034 285,166 Valuation allowance ( 10,175 ) ( 59,398 ) Deferred income tax assets, net of valuation allowance 249,859 225,768 Deferred income tax liabilities Difference between book and tax basis of property and intangible assets 334,772 328,062 State tax liability 25,066 32,720 Right-of-use asset 166,600 174,373 Other 12,247 9,222 Gross deferred income tax liabilities 538,685 544,377 Deferred income tax liabilities, net $ 288,826 $ 318,609 At December 31, 2023 , we have state income tax net operating loss carryforwards of approximately $ 809.1 million, which may be used to reduce future state income taxes. The majority of the state net operating loss carryforwards will expire in various years ranging from 2024 to 2043 , if not fully utilized, and the remaining may be used indefinitely. Valuation Allowance on Deferred Tax Assets Management assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. In evaluating our ability to recover deferred tax assets, we consider whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations. 72 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 We have maintained a valuation allowance against certain federal and state deferred tax assets as of December 31, 2023 due to uncertainties related to our ability to realize the tax benefits associated with these assets. The balance of this valuation allowance is $ 10.2 million as of December 31, 2023 . This is a decrease of $ 49.2 million from the prior year due to the release of our valuation allowance in certain states. In assessing the need to establish a valuation allowance, we consider, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. Valuation allowances are evaluated periodically and subject to change in future reporting periods as a result of changes in the factors noted above. Provision for Income Taxes A summary of the provision for income taxes is as follows: Year Ended December 31, (In thousands) 2023 2022 2021 Current Federal $ 148,726 $ 129,424 $ — State 14,937 10,843 6,100 Total current taxes provision 163,663 140,267 6,100 Deferred Federal 18,930 44,115 122,796 State ( 49,709 ) 5,047 11,197 Total deferred taxes provision ( 30,779 ) 49,162 133,993 Provision for income taxes $ 132,884 $ 189,429 $ 140,093 The following table provides a reconciliation between the federal statutory rate and the effective income tax rate, expressed as a percentage of income before income taxes: Year Ended December 31, (In thousands) 2023 2022 2021 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit ( 3.7 )% 1.5 % 2.3 % Compensation-based credits ( 0.3 )% ( 0.3 )% ( 0.1 )% Nondeductible expenses 0.2 % 0.2 % 0.1 % Tax exempt interest — % — % ( 0.1 )% Company provided benefits 0.4 % 0.4 % ( 0.1 )% Other, net — % 0.1 % 0.1 % Effective tax rate 17.6 % 22.9 % 23.2 % Our tax provision for the year ended December 31, 2023 was favorably impacted by a second quarter 2023 release of state valuation allowances and inclusion of excess tax benefits, which were partially offset by the unfavorable impact of state taxes and certain nondeductible expenses, as a component of the provision for income taxes. Our tax provision for the year ended December 31, 2022 was unfavorably impacted by state taxes and certain nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by tax credits and the inclusion of excess tax benefits related to equity compensation as a component of the provision for income taxes. Our tax provision for the year ended December 31, 2021 was favorably impacted by benefits related to equity compensation and tax credits and unfavorably impacted by state taxes, nondeductible expenses including nondeductible compensation and employee benefit expenses. Status of Examinations We generated net operating losses on our federal income tax returns for years 2011 through 2013 and in 2020 . These returns remain subject to federal examination until the statute of limitations expires for the year in which the net operating losses are utilized. We utilized all our federal net operating losses in 2021. As it relates to our material state tax returns, we are subject to examination for tax years ended on or after December 31, 2014. The statute of limitations will expire over the per iod October 2024 through November 2027. We believe that we have adequately reserved for any tax liability; however, the ultimate resolution of these examinations may result in an outcome that is different than our current expectation. We do not believe the ultimate resolution of these examinations will have a material impact on our consolidated financial statements. Other Long-Term Tax Liabilities The impact of an uncertain income tax position taken in our income tax return is recognized at the largest amount that is more-likely-than- not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. If applicable, our liability for uncertain tax positions is recorded as other long-term tax liabilities in our consolidated balance sheets. As of December 31, 2023 and 2022 and during the years ended December 31, 2023, 2022 and 2021 , the Company had no uncertain tax positions. We do not anticipate any material changes to our unrecognized tax benefits over the next twelve -month period. 73 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 NOTE 9. COMMITMENTS AND CONTINGENCIES Commitments Capital Spending and Development We continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements. Kansas Management Contract As part of Kansas Star's Contract to Serve as Lottery Gaming Facility Manager for the South Central Gaming Zone on behalf of the Kansas Lottery (the "Kansas Management Contract"), approved by the Kansas Racing and Gaming Commission on January 11, 2011, Kansas Star committed to donate $ 1.5 million each year to support education in the local area in which Kansas Star operates for the duration of the Kansas Management Contract. We have made all distributions under this commitment as scheduled and such related expenses are recorded in selling, general and administrative expenses on the consolidated statements of operations. Mulvane Development Agreement On March 7, 2011, Kansas Star entered into a Development Agreement with the City of Mulvane ("Mulvane Development Agreement") related to the provision of water, sewer, and electrical utilities to the Kansas Star site. This agreement sets forth certain parameters governing the use of public financing for the provision of such utilities, through the issuance of general obligation bonds by the City of Mulvane, paid for through the imposition of a special tax assessment on the Kansas Star site payable over 15 years in an amount equal to the City’s full obligations under the general obligation bonds. All infrastructure improvements to the Kansas Star site under the Mulvane Development Agreement are complete and the City of Mulvane issued $ 19.7 million in general obligation bonds related to these infrastructure improvements. At both December 31, 2023 and 2022 , under the Mulvane Development Agreement, Kansas Star recorded $ 1.6 million, which is included in accrued liabilities on the consolidated balance sheets and at December 31, 2023 and 2022 , $ 3.1 million, net of a $ 0.8 million discount, and $ 4.1 million, net of a $ 1.1 million discount, respectively, which is recorded as a long-term obligation in other liabilities on the consolidated balance sheets. Interest costs are expensed as incurred and the discount will be amortized to interest expense over the term of the special tax assessment ending in 2028. Kansas Star's special tax assessment related to these bonds is approximately $ 1.6 million annually. Payments under the special tax assessment are secured by irrevocable letters of credit of $ 5.0 million issued by the Company in favor of the City of Mulvane, representing an amount equal to three times the annual special assessment tax imposed on Kansas Star. Minimum Assessment Agreement In 2007, Diamond Jo Dubuque entered into a Minimum Assessment Agreement with the City of Dubuque (the "City"). Under the Minimum Assessment Agreement, Diamond Jo Dubuque and the City agreed to a minimum taxable value related to the new casino of $ 57.9 million. Diamond Jo Dubuque agreed to pay property taxes to the City based on the actual taxable value of the casino, but not less than the minimum taxable value. Scheduled payments of principal and interest on the City Bonds will be funded through Diamond Jo Dubuque's payment obligations under the Minimum Assessment Agreement. Diamond Jo Dubuque is also obligated to pay any shortfall should property taxes be insufficient to fund the principal and interest payments on the City Bonds. 74 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Interest costs under the Minimum Assessment Agreement obligation are expensed as incurred. As of December 31, 2023 and 2022 , the remaining obligation under the Minimum Assessment Agreement was $ 1.9 million at each date , which was recorded in accrued liabilities on the consolidated balance sheets and $ 11.2 million, net of a $ 1.7 million discount, and $ 11.7 million, net of a $ 1.8 million discount, respectively, which was recorded as a long-term obligation in other liabilities on the consolidated balance sheets. The discount will be amortized to interest expense over the life of the Minimum Assessment Agreement. Total minimum payments by Diamond Jo Dubuque under the Minimum Assessment Agreement are approximately $ 1.9 million per year through 2036. Public Parking Facility Agreement Diamond Jo Dubuque has an agreement with the City for use of the public parking facility adjacent to Diamond Jo Dubuque's casino and owned and operated by the City (the "Parking Facility Agreement"). The Parking Facility Agreement calls for: (i) the payment by the Company for the reasonable and necessary actual operating costs incurred by the City for the operation, security, repair and maintenance of the public parking facility; and (ii) the payment by the Company to the City of $ 80 per parking space in the public parking facility per year, subject to annual increases based on any increase in the Consumer Price Index, which funds will be deposited into a special sinking fund and used by the City for capital expenditures necessary to maintain the public parking facility. Operating costs of the parking facility incurred by Diamond Jo Dubuque are expensed as incurred. Deposits to the sinking fund are recorded as other assets. When the sinking fund is used for capital improvements, such amounts are capitalized and amortized over their remaining useful life. Iowa Qualified Sponsoring Organization Agreements Diamond Jo Dubuque and Diamond Jo Worth are required to pay their respective qualified sponsoring organization, who hold a joint gaming license with Diamond Jo Dubuque and Diamond Jo Worth, a certain percentage of the casino’s adjusted gross receipts on an ongoing basis. Diamond Jo Dubuque pays 4.50 % on slot and table game revenues and 0.75 % on sports wagering revenue. Diamond Jo Worth pays 5.76 % on slot and table game revenues and 0.75 % on sports wagering revenue. Diamond Jo Dubuque expensed $ 3.5 million, $ 3.3 million and $ 3.5 million, during the years ended December 31, 2023 , 2022 and 2021 , respectively, related to its agreement. Diamond Jo Worth expensed $ 6.1 million, $ 5.9 million and $ 6.0 million during the years ended December 31, 2023 , 2022 and 2021 , respectively, related to its agreement. The Diamond Jo Dubuque agreement expires on December 31, 2030. The Diamond Jo Worth agreement expires on March 31, 2025, and is subject to automatic ten -year renewal periods. Development Agreement In September 2011, the Company acquired the membership interests of a limited liability company (the "LLC") for a purchase price of $ 24.5 million. The primary asset of the LLC was a previously executed development agreement (the "Development Agreement") with Wilton Rancheria. The purchase price was allocated primarily to an intangible asset associated with the Company's rights under the agreement to assist Wilton Rancheria in the development and management of a gaming facility on Wilton Rancheria's land. In July 2012, the Company and Wilton Rancheria amended and replaced the agreement with a new development agreement and a management agreement (the "Agreements"). The Agreements obligated us to fund certain pre-development costs, which were estimated to be approximately $ 1 million to $ 2 million annually, and to assist Wilton Rancheria in its development and oversight of the gaming facility construction. The Agreements also provide that the Company will receive future revenue for its services to Wilton Rancheria contingent upon successful development of the gaming facility and based on future revenues of the gaming facility. In January 2017, the Company funded the acquisition of land that is the site of the Sky River Casino today and, in February 2017, the land was placed into trust by the U.S. Bureau of Indian Affairs for the benefit of Wilton Rancheria. In September 2017, the California State Legislature unanimously approved, and the Governor of California executed, a tribal-state gaming compact with Wilton Rancheria allowing the development of the casino. In October 2018, the National Indian Gaming Commission approved the Company's management contract with Wilton Rancheria. In 2022, construction of the Sky River Casino was completed and the Company funded construction of a parking lot adjacent to the casino. On August 15, 2022, the Sky River Casino opened and we began earning a management fee. The pre-development costs financed by us, and the cost of the land and parking lot financed by us, are to be repaid under the terms of a note receivable with Wilton Rancheria bearing interest at 12.5 % and payment timing and the payment amount are subject to an excess cash flow waterfall payment prioritization and maintenance of a certain leverage ratio, among other restrictions under Wilton Rancheria's third -party credit agreement that provided funding for the rest of the construction project. Given the significant barriers of the project, a majority of advances made during the 10 -year period were historically reserved in full when advanced. With the opening of Sky River Casino and cash flow from operations, the Company evaluated its expected losses on the note receivable and reduced its allowance by $ 35.1 million during the year ended December 31, 2022. The allowance on the note represented a reserve on both the development advances and interest on the note. As such, the allowance reduction is allocated accordingly and $ 20.4 million is recorded in project development, preopening and writedowns and $ 14.7 million in interest income, both reflected in the consolidated statement of operations for the year ended December 31, 2022. The Wilton Rancheria amended their third -party credit agreement in March 2023 and such amendment effectively allowed Sky River Casino to begin making previously disallowed distributions, under the excess cash flow waterfall. Given the amendment in the first quarter of 2023 , the Company updated its evaluation of its expected losses on the note receivable. As the amendment allowed for quarterly payments to begin and given the sustained operating strength of the recently opened property, the Company concluded it expected to receive all payments due under the note receivable. As such, the Company removed the remaining allowance on the note receivable in the first quarter of 2023 , which represented a reserve on both the development advances and interest on the note. The allowance reduction is thus allocated accordingly and $ 20.1 million is recorded in project development, preopening and writedowns and $ 14.3 million is recorded in interest income, both reflected in the consolidated statement of operations for the year ended December 31, 2023. The Company has received $ 113.6 million in principal payments and $ 12.0 million in interest due under the note receivable during the year ended December 31, 2023 and as of December 31, 2023, the principal and interest outstanding on the note receivable total $ 0.4 million. Separately, the management agreement provides for us to manage the gaming facility upon opening for a period of seven years and receive a monthly management fee for our services based on the monthly performance of the gaming facility. The management fee of $ 76.9 milli on and $ 26.9 million for our management services for the years ended December 31, 2023 and 2022, respectively, is paid monthly and recorded in management fee revenue on the consolidated statements of operations. In addition, for the year ended December 31, 2022, the Company received a one -time $ 5.0 million development fee which was recognized upon completion of our performance obligations under the development agreement and is included in other revenue on the consolidated statement of operations. 75 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Master Lease Agreements A Boyd subsidiary, Boyd TCIV, entered into the Master Lease ("Boyd TCIV Master Lease") pursuant to which the landlord agreed to lease to Boyd TCIV the facilities associated with Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Ogle Haus, LLC, commencing on October 15, 2018 and ending on April 30, 2026 as the initial term, with options for renewal. The term of this Master Lease may be extended for five separate renewal terms of five years each. The monthly lease payment consists of the following, (i) the building base rent, as defined in the Master Lease agreement, plus (ii) the land base rent, as defined in the Master Lease agreement, plus (iii) the percentage rent, as defined in the Master Lease agreement. Each and every other lease year commencing with the third lease year, the percentage rent will reset based on a calculation defined in the Master Lease agreement. On May 6, 2020, PNK (Ohio), LLC, a Boyd subsidiary, that owns the business operations of Belterra Park, entered into a master lease to which the landlord agreed to lease to PNK (Ohio), LLC, the facilities associated with Belterra Park. The Master lease has substantially the same terms as disclosed above as the Boyd TCIV Master Lease. Rent expense associated with these Master Leases is recorded in master lease rent expense on the consolidated statements of operations for each of the years ended December 31, 2023 , 2022 and 2021 . 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. Hurricane Laura Insurance Recovery On August 27, 2020, Hurricane Laura made landfall in Vinton, Louisiana, which caused the closure of our Delta Downs property for approximately three weeks. The Company maintains insurance, subject to certain deductibles, that covers business interruption, including lost profits. As the Company deemed it probable that insurance recoveries would exceed any loss incurred, the Company accounted for the proceeds in excess of the loss incurred as a gain contingency in the period received in accordance with authoritative accounting guidance. During third quarter 2022, we settled our business interruption and lost profits claim with our insurance carriers and received payments totaling $ 13.2 million. After consideration of expenses incurred related to the claim, included in other operating items, net for the year ended December 31, 2022, is a $ 12.6 million gain representing business interruption insurance for lost profits from the closure of Delta Downs in 2020 due to Hurricane Laura. NOTE 10. LEASES We have operating and finance leases primarily for four casino hotel properties, corporate offices, parking ramps, gaming and other equipment. Our leases have remaining lease terms of one year to 53 years, some of which include options to extend the leases for up to 62 years, and some of which include options to terminate the leases within one year. Certain of our lease agreements, including the Master Leases, include provisions for variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time. Such variable lease payments are expensed in the period in which the obligation for these payments is incurred. Variable lease expense recognized in the years ended December 31, 2023 , 2022 and 2021 was $ 34.9 million, $ 22.4 million and $ 20.1 million, respectively. As part of our annual 2021 impairment test, the Company recorded impairment charges of $ 5.8 million for operating lease right-of-use assets related to our Las Vegas Locals segment. The components of lease expense were as follows: Year Ended December 31, (In thousands) 2023 2022 Operating lease cost $ 161,190 $ 153,961 Short-term lease cost — ( 685 ) Supplemental cash flow information related to leases was as follows: Year Ended December 31, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 158,785 $ 155,085 Right-of-use assets obtained in exchange for lease obligations: Operating leases 41,840 32,080 76 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Supplemental balance sheet information related to leases was as follows: December 31, (In thousands, except lease term and discount rate) 2023 2022 Operating Leases Operating lease right-of-use assets, including favorable lease rates asset $ 793,335 $ 830,345 Current lease liabilities (included in accrued liabilities) $ 98,867 $ 88,776 Operating lease liabilities 711,387 758,440 Total operating lease liabilities $ 810,254 $ 847,216 Weighted Average Remaining Lease Term Operating leases (in years) 14.9 15.5 Weighted Average Discount Rate Operating leases 8.4 % 8.7 % Maturities of lease liabilities are as follows: (In thousands) Operating Leases For the year ending December 31, 2024 $ 157,839 2025 157,609 2026 121,211 2027 120,324 2028 119,623 Thereafter 790,691 Total lease payments 1,467,297 Less imputed interest ( 657,043 ) Less current portion (included in accrued liabilities) ( 98,867 ) Long-term portion of operating lease liabilities $ 711,387 Future minimum rental income, which is primarily related to retail and restaurant facilities located within our properties, is as follows: (In thousands) Minimum Rental Income For the year ending December 31, 2024 $ 2,733 2025 1,209 2026 544 2027 456 2028 371 Thereafter 665 Total $ 5,978 NOTE 11. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS Share Repurchase Program We have in the past, and may in the future, acquire our equity securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine from time to time. On October 21, 2021, our Board of Directors authorized a share repurchase program of $ 300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorized increases to the Share Repurchase Program of $ 500.0 million on June 1, 2022, and $ 500.0 million on May 4, 2023. There were 6.5 million shares, 9.4 million shares and 1.3 million shares repurchased during the years ended December 31, 2023 , 2022 and 2021 , respectively. As of December 31, 2023 , $ 326.3 million remained available under the Share Repurchase Program. 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. 77 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 The following table provides information regarding share repurchases during the referenced periods. ( 1 ) For the Year Ended December 31, (In thousands, except per share data) 2023 2022 2021 Shares repurchased (2) 6,537 9,424 1,310 Total cost, including brokerage fees (3) $ 412,655 $ 541,642 $ 80,782 Average repurchase price per share (4) $ 63.13 $ 57.48 $ 61.67 ( 1 ) Shares repurchased reflect repurchases settled during the twelve months ended December 31, 2023 , 2022 and 2021 . These amounts exclude repurchases, if any, traded but not yet settled on or before December 31 of each year. ( 2 ) All shares repurchased have been retired and constitute authorized but unissued shares. ( 3 ) Costs exclude 1% excise tax on corporate stock buybacks that was enacted under the Inflation Reduction Act of 2022 and became effective January 1, 2023. ( 4 ) Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers and excludes the 1% excise tax. 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. Repurchases 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, cash flow from operations and availability under our Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations under the indentures to our outstanding senior notes and in our Credit Agreement. Dividends Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding the payment of dividends, such as restricted payment limitations contained in our Credit Agreement and the indentures for our outstanding senior notes. On February 3, 2022, the Company announced that its Board of Directors had authorized the reinstatement of the Company’s cash dividend program, which had been suspended since March 25, 2020 to help mitigate the financial impact during the COVID- 19 pandemic. The dividends declared by the Board of Directors under this program as of December 31, 2023 are: Declaration date Record date Payment date Amount per share February 3, 2022 March 15, 2022 April 15, 2022 $ 0.15 June 1, 2022 June 30, 2022 July 15, 2022 0.15 September 15, 2022 September 30, 2022 October 15, 2022 0.15 December 8, 2022 December 19, 2022 January 15, 2023 0.15 February 14, 2023 March 15, 2023 April 15, 2023 0.16 May 4, 2023 June 15, 2023 July 15, 2023 0.16 August 15, 2023 September 15, 2023 October 15, 2023 0.16 December 7, 2023 December 22, 2023 January 15, 2024 0.16 Stock Incentive Plan In April 2020, the Company's stockholders approved the 2020 Stock Incentive Plan (the "2020 Plan"), which amended and restated the Company's 2012 Stock Incentive Plan (the "2012 Plan") to (a) provide for a term ending ten years from the date of stockholder approval at the Annual Meeting, (b) state the number of shares of the Company's common stock authorized for issuance over the term of the 2020 Plan to be 3.3 million shares plus the aggregate number of shares remaining available for future awards under the 2012 Plan and the number of shares subject to outstanding awards under the 2012 Plan that would have again become available for issuance pursuant to new awards under the 2012 Plan, whether because the outstanding awards under the 2012 Plan are forfeited or canceled, expire or are settled in cash, or because the shares covered by such awards under the 2012 Plan are surrendered or withheld in payment of the award exercise or purchase price in satisfaction of tax withholding obligations, (c) remove the individual award limit and set an annual grant limit for non-employee directors, and (d) make certain other changes. Under our 2020 Plan, approximately 6.7 million shares remain available for grant at December 31, 2023 . The number of authorized but unissued shares of common stock under this 2020 Plan as of December 31, 2023 was approximately 9.0 million shares. Grants made under the 2020 Plan include provisions that entitle the grantee to automatic vesting acceleration in the event of a grantee’s separation from service (including as a result of retirement, death or disability), other than for cause (as defined), after reaching the defined age and years of service thresholds. These provisions result in the accelerated recognition of the stock compensation expense for those grants issued to employees who have met the stipulated thresholds. Stock Options Options granted under the 2020 Plan generally become exercisable ratably over a three -year period from the date of grant. Options that have been granted under the 2012 Plan and will be granted under the 2020 Plan have an exercise price equal to the market price of our common stock on the date of grant and will expire no later than ten years after the date of grant. The Company did not issue any stock option grants in 2023 , 2022 and 2021 . 78 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Summarized stock option plan activity is as follows: Weighted- Weighted- Average Average Remaining Aggregate Options Option Price Term Intrinsic Value (In years) (In thousands) Outstanding at January 1, 2021 645,348 $ 14.07 Granted — — Canceled — — Exercised ( 371,016 ) 11.88 Outstanding at December 31, 2021 274,332 17.02 Granted — — Canceled — — Exercised ( 165,951 ) 18.61 Outstanding at December 31, 2022 108,381 14.58 Granted — — Canceled — — Exercised ( 32,000 ) 9.86 Outstanding at December 31, 2023 76,381 $ 16.56 1.9 $ 3,517 Exercisable at December 31, 2022 108,381 $ 14.58 2.3 $ 4,329 Exercisable at December 31, 2023 76,381 $ 16.56 1.9 $ 3,517 Share-based compensation costs related to stock option awards are calculated based on the fair value of each option grant on the date of the grant using the Black-Scholes option pricing model. The following table summarizes the information about stock options outstanding and exercisable at December 31, 2023 : Options Outstanding Options Exercisable Weighted- Average Remaining Weighted- Weighted- Number Contractual Average Number Average Range of Exercise Prices Outstanding Life (Years) Exercise Price Exercisable Exercise Price $11.57 23,431 0.9 $ 11.57 23,431 $ 11.57 17.75 28,708 2.9 17.75 28,708 17.75 19.98 24,242 1.8 19.98 24,242 19.98 $11.57-$19.98 76,381 1.9 16.56 76,381 16.56 The total intrinsic value of in-the-money options exercised during the years ended December 31, 2023 , 2022 and 2021 was $ 1.7 million, $ 6.8 million, and $ 17.9 million, respectively. No options vested during the years ended December 31, 2023 , 2022 and 2021 and there were no unrecognized share-based compensation costs related to unvested stock options as of December 31, 2023 . Restricted Stock Units Our 2020 Plan provides for the grant of Restricted Stock Units ("RSUs"). An RSU is an award that may be earned in whole, or in part, upon the passage of time, and that may be settled for cash, shares, other securities or a combination thereof. The RSUs do not contain voting rights and are not entitled to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the 2020 Plan. Share-based compensation costs related to RSU awards are calculated based on the market price on the date of the grant. We grant RSUs to certain members of management of the Company, which represents a contingent right to receive one share of our common stock upon vesting. An RSU generally vests on the third anniversary of its issuance and the share-based compensation expense is amortized to expense over the requisite service period. 79 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 We also annually award RSUs to certain members of our Board of Directors. RSU grants issued in 2020 and prior years are to be paid in shares of common stock upon the director’s cessation of service to the Company. Commencing with the 2021 grant, the shares are issued to the director when the RSU is granted. These RSUs are issued for past service; therefore, they are expensed on the date of issuance. Summarized RSU activity is as follows: Weighted- Restricted Average Grant Stock Units Date Fair Value Outstanding at January 1, 2021 1,227,753 Granted 456,492 $ 52.59 Canceled ( 27,782 ) Awarded ( 466,633 ) Outstanding at December 31, 2021 1,189,830 Granted 259,030 $ 67.73 Canceled ( 29,273 ) Awarded ( 501,339 ) Outstanding at December 31, 2022 918,248 Granted 304,361 $ 65.36 Canceled ( 14,729 ) Awarded ( 311,376 ) Outstanding at December 31, 2023 896,504 As of December 31, 2023 , there was approximately $ 8.1 million of total unrecognized share-based compensation costs related to unvested RSUs, which is expected to be recognized over approximately 1.8 years. Performance Stock Units Our 2020 Plan provides for the grant of Performance Stock Units ("PSUs"). A PSU is an award which may be earned in whole, or in part, upon the passage of time, and the attainment of performance criteria, and which may be settled for cash, shares, other securities or a combination thereof. The PSUs do not contain voting rights and are not entitled to dividends. The PSUs are subject to the terms and conditions contained in the applicable award agreement and our 2020 Plan. We annually award PSUs to certain members of management. Each PSU represents a contingent right to receive a share of Boyd Gaming Corporation common stock; however, the actual number of common shares awarded is dependent upon the occurrence of: (i) a requisite service period; and (ii) an evaluation of specific performance conditions. The performance conditions are based on Company metrics such as net revenue growth, Earnings Before Interest, Taxes, Depreciation, Amortization and Rent under master leases ("EBITDAR") growth, EBITDAR margin growth and return on invested capital, all of which are determined over a period of time as defined in the grant agreement. Based upon actual and combined achievement, the number of shares awarded could range from zero, if no conditions are met, a 50 % payout if only threshold performance is achieved, a payout of 100 % for target performance, or a payout of up to 200 % of the original award for achievement of maximum performance. Each condition is weighted and evaluated separately in determining the payout and, based upon management's estimates at the service inception date, the Company is expected to meet the target for each performance condition. Therefore, the related compensation cost of these PSUs assumes all units granted will be awarded. Share-based compensation costs related to PSU awards are calculated based on the market price on the date of the grant. These PSUs will vest three years from the service inception date, during which time achievement of the related performance conditions is periodically evaluated, and the number of shares expected to be awarded, and resulting compensation expense, is adjusted accordingly. Performance Shares Vesting The PSU grants awarded in fourth quarter 2019, 2018 and 2017 vested during first quarter 2023 , 2022 and 2021 , respectively. Common shares under the 2019 and 2018 grants were issued based on the determination by the Compensation Committee of the Board of Directors of our actual achievement of net revenue growth and EBITDAR growth for the three -year performance period of the grant. Common shares under the 2017 grant were issued based on the determination by the Compensation Committee of the Board of Directors of our actual achievement of net revenue growth, EBITDA growth and customer service scores for the three -year performance period of the grant. As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs. The PSU grant awarded in December 2019 resulted in a total of 519,782 shares being issued during first quarter 2023 , representing approximately 2.00 shares per PSU. Of the 519,782 shares issued, a total of 200,904 were surrendered by the participants for payroll taxes, resulting in a net issuance of 318,878 shares due to the vesting of the 2019 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2022 ; therefore, the vesting of the PSUs did not impact compensation costs in our 2023 consolidated statement of operations. 80 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 The PSU grant awarded in December 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 year-end 2021 ; therefore, the vesting of the PSUs did not impact compensation costs in our 2022 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 consolidated statement of operations. Summarized PSU activity is as follows: Weighted- Performance Average Grant Stock Units Date Fair Value Outstanding at January 1, 2021 796,245 Granted 127,250 $ 55.25 Performance Adjustment ( 180,861 ) Canceled ( 2,071 ) Awarded ( 92,774 ) Outstanding at December 31, 2021 647,789 Granted 128,003 $ 68.41 Performance Adjustment 150,009 Canceled ( 2,466 ) Awarded ( 409,045 ) Outstanding at December 31, 2022 514,290 Granted 141,644 $ 65.24 Performance Adjustment 259,891 Canceled ( 1,265 ) Awarded ( 519,782 ) Outstanding at December 31, 2023 394,778 As of December 31, 2023 , there was approximately $ 1.6 million of total unrecognized share-based compensation costs related to unvested PSUs, which is expected to be recognized over approximately 1.7 years. Based on the current estimates of performance compared to the targets set for the respective PSU grants, the Company estimates that approximately 0.5 million shares will be issued to settle the PSUs outstanding at December 31, 2023 . Career Shares Our Career Shares Program is a stock incentive award program for certain executive officers to provide for additional capital accumulation opportunities for retirement. The program incentivizes and rewards executives for their period of service. Our Career Shares Program was adopted in December 2006, and modified in October 2010, as part of the overall update of our compensation programs. The Career Shares Program rewards eligible executives with annual grants of Boyd Gaming Corporation stock units, to be paid out at retirement. The payout at retirement is dependent upon the executive's age at such retirement and the number of years of service with the Company. Executives must be at least 55 years old and have at least 10 years of service to receive any payout at retirement. Career Shares do not contain voting rights and are not entitled to dividends. Career Shares are subject to the terms and conditions contained in the applicable award agreement and our 2020 Plan. The Career Share awards are tranched by specific term, in the following periods: 10 years, 15 years and 20 years of service. These grants vest over the remaining period of service required to fulfill the requisite years in each of these tranches, and compensation expense is recorded in accordance with the specific vesting provisions. Share-based compensation costs related to Career Shares awards are calculated based on the market price on the date of the grant. 81 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Summarized Career Shares activity is as follows: Weighted- Restricted Average Grant Stock Units Date Fair Value Outstanding at January 1, 2021 1,037,320 Granted 36,123 $ 42.12 Canceled ( 1,295 ) Awarded ( 23,510 ) Outstanding at December 31, 2021 1,048,638 Granted 24,388 $ 64.93 Canceled ( 2,251 ) Awarded ( 138,954 ) Outstanding at December 31, 2022 931,821 Granted 30,409 $ 54.39 Canceled ( 3,529 ) Awarded — Outstanding at December 31, 2023 958,701 As of December 31, 2023 , there was approximately $ 1.4 million of total unrecognized share-based compensation costs related to unvested Career Shares. Share-Based Compensation We account for share-based awards exchanged for employee services in accordance with the authoritative accounting guidance for share-based payments. Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. The following table summarizes our share-based compensation costs by award type: For the Year Ended December 31, (In thousands) 2023 2022 2021 Restricted Stock Units $ 17,821 $ 16,210 $ 21,599 Performance Stock Units 13,029 16,432 14,883 Career Shares 1,529 1,424 1,291 Total share-based compensation costs $ 32,379 $ 34,066 $ 37,773 The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our consolidated statements of operations: For the Year Ended December 31, (In thousands) 2023 2022 2021 Gaming $ 1,036 $ 909 $ 873 Food & beverage 198 174 167 Room 94 82 79 Selling, general and administrative 5,263 4,618 4,437 Corporate expense 25,788 28,283 32,217 Total share-based compensation expense $ 32,379 $ 34,066 $ 37,773 82 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 NOTE 12. FAIR VALUE MEASUREMENTS We have adopted the authoritative accounting guidance for fair value measurements, which does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These inputs create the following fair value hierarchy: Level 1 : Quoted prices for identical instruments in active markets. Level 2 : Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 : Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2 ) and unobservable (Level 3 ). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. Balances Measured at Fair Value The following tables show the fair values of certain of our financial instruments: December 31, 2023 (In thousands) Balance Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 304,271 $ 304,271 $ — $ — Restricted cash 3,659 3,659 — — Investment available for sale 13,327 — — 13,327 December 31, 2022 (In thousands) Balance Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 283,472 $ 283,472 $ — $ — Restricted cash 11,593 11,593 — — Investment available for sale 13,670 — — 13,670 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 December 31, 2023 and 2022 . 83 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Investment Available for Sale We have an investment in a single municipal bond issuance of $ 17.1 million aggregate principal amount of 7.5 % Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 that is classified as available for sale with a maturity date of June 1, 2037. We are the only holder of this instrument and there is no quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy. The estimate of the fair value of such investment was determined using a combination of current market rates and estimates of market conditions for instruments with similar terms, maturities, and degrees of risk and a discounted cash flows analysis as of December 31, 2023 and 2022 . The fair value of the investment is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation as of both December 31, 2023 and 2022 is a discount rate of 12.4 %. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the consolidated balance sheets and in the consolidated statements of other comprehensive income. At both December 31, 2023 and 2022 , $ 0.7 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at December 31, 2023 and 2022 , $ 12.6 million and $ 13.0 million, respectively, is included in other assets, net on the consolidated balance sheets. The discount associated with this investment of $ 2.0 million and $ 2.2 million as of December 31, 2023 and 2022 , respectively, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the consolidated statements of operations. The following tables summarize the changes in fair value of the Company’s Level 3 investment available for sale asset: Year Ended December 31, (In thousands) 2023 2022 Balance at beginning of reporting period $ 13,670 $ 15,822 Total gains (losses) (realized or unrealized): Included in interest income 172 167 Included in other comprehensive income (loss) 165 ( 1,684 ) Purchases, sales, issuances and settlements: Settlements ( 680 ) ( 635 ) Balance at end of reporting period $ 13,327 $ 13,670 84 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 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. The fair value of indefinite-lived intangible assets, classified in the fair value hierarchy as Level 3, is utilized in performing the Company's impairment analyses (see Note 4, Intangible Assets ). Balances Disclosed at Fair Value The following tables provide the fair value measurement information about our note receivable and obligation under minimum assessment arrangements: December 31, 2023 Outstanding Face Carrying Estimated Fair Value (In thousands) Amount Value Fair Value Hierarchy Asset Note receivable $ 419 $ 419 $ 419 Level 3 Liabilities Obligation under assessment arrangements 20,199 17,752 23,282 Level 3 December 31, 2022 Outstanding Face Carrying Estimated Fair Value (In thousands) Amount Value Fair Value Hierarchy Asset Note receivable $ 118,162 $ 83,791 $ 82,338 Level 3 Liabilities Obligation under assessment arrangements 22,293 19,304 25,738 Level 3 The following tables provide the fair value measurement information about our long-term debt: December 31, 2023 Outstanding Face Carrying Estimated Fair Value (In thousands) Amount Value Fair Value Hierarchy Credit Facility $ 1,046,300 $ 1,032,897 $ 1,021,206 Level 2 4.750% senior notes due 2027 1,000,000 992,208 957,500 Level 1 4.750% senior notes due 2031 900,000 889,889 819,000 Level 1 Other 504 504 504 Level 3 Total debt $ 2,946,804 $ 2,915,498 $ 2,798,210 December 31, 2022 Outstanding Face Carrying Estimated Fair Value (In thousands) Amount Value Fair Value Hierarchy Credit Facility $ 1,187,800 $ 1,169,935 $ 1,183,565 Level 2 4.750% senior notes due 2027 1,000,000 990,260 928,750 Level 1 4.750% senior notes due 2031 900,000 888,540 784,125 Level 1 Other 674 674 674 Level 3 Total debt $ 3,088,474 $ 3,049,409 $ 2,897,114 85 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 The estimated fair values of our note receivable as of December 31, 2022 and our obligation under assessment arrangements as of December 31, 2023 and 2022 are based on a discounted cash flow approach after giving consideration to the changes in market rates of interest, creditworthiness of both parties and credit spreads. The fair value of our note receivable as of December 31, 2023, was estimated to equal its carrying value after consideration of the expected repayment timing of the remaining balance. The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about December 31, 2023 and 2022 . The estimated fair values of our senior notes are based on quoted market prices as of December 31, 2023 and 2022 . The other debt is fixed-rate debt consisting of finance leases with various maturity dates from 2024 to 2025. These other debt obligations are not traded and do not have observable market inputs; therefore, we have estimated fair value to be equal to the carrying value for these obligations. Other than the retirement of the 8.625% Senior Notes (Level 1 ) in June 2022, that was funded through a combination of cash on hand and borrowings under the Credit Facility (Level 2 ), there were no transfers between Level 1, Level 2 and Level 3 measurements during the years ended December 31, 2023 and 2022 . NOTE 13. EMPLOYEE BENEFIT PLANS We contribute to multiemployer pension defined benefit plans under terms of collective-bargaining agreements that cover our union-represented employees. Contributions, based on wages paid to covered employees, totaled approximately $ 1.4 million, $ 1.2 million and $ 0.9 million for the years ended December 31, 2023 , 2022 and 2021 , respectively. These aggregate contributions were not individually significant to any of the respective plans. Our share of the unfunded vested liability related to multi-employer plans, if any, is not determinable and our participation is not individually significant on an individual multiemployer plan basis. We have retirement savings plans under Section 401 (k) of the Internal Revenue Code covering our non-union employees. The plans allow employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plans. The expense of our voluntary contributions to the 401 (k) profit-sharing plans and trusts, net of realized forfeitures, was $ 5.3 million, $ 5.1 million and $ 3.4 million for the years ended December 31, 2023 , 2022 and 2021 , respectively. NOTE 14. SEGMENT INFORMATION During the first quarter of 2023, the Company evaluated its reportable segments and changed them from three reportable segments consisting of: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest & South, to the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online (collectively "Reportable Segments"). This change reflects the growth of the Company beyond its traditional wholly owned gaming entertainment properties and the increasing importance to the Company of other growth sources. The Online segment includes the operating results of our online gaming operations through collaborative arrangements with third parties throughout the United States and the operations from our recent acquisition of Boyd Interactive on November 1, 2022, and such operating results were previously included with the Midwest & South segment. To reconcile Reportable Segments information to the consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner Entertainment Group Illinois, LLC, our Illinois distributed gaming operator. These nonreportable operating segments were previously aggregated with our Midwest & South segment. The table in Note 1, Summary of Significant Accounting Policies, lists the classification of each of our 28 gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDAR We evaluate profitability based on Adjusted EBITDAR, which represents earnings before interest expense, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, other items, net and master lease rent expense, as applicable. Total Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and Adjusted EBITDAR related to the online operations in our Online segment. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency and captive insurance company as our Downtown Las Vegas properties cater to the Hawaiian market. EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with GAAP, facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before the impact of investing transactions, financing transactions and income taxes. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results. 86 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 The following tables set forth, for the periods indicated, departmental revenues for our Reportable Segments and our Managed & Other category to reconcile to total revenues: Year Ended December 31, 2023 Food & Management Gaming Beverage Room Online Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues Las Vegas Locals $ 684,661 $ 90,182 $ 96,157 $ — $ — $ 57,118 $ 928,118 Downtown Las Vegas 143,899 42,252 24,986 — — 11,270 222,407 Midwest & South 1,741,068 155,983 77,974 — — 66,920 2,041,945 Online — — — 422,211 — — 422,211 Managed & Other 43,660 — — — 76,921 3,230 123,811 Total Revenues $ 2,613,288 $ 288,417 $ 199,117 $ 422,211 $ 76,921 $ 138,538 $ 3,738,492 Year Ended December 31, 2022 (1) Food & Management Gaming Beverage Room Online Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues Las Vegas Locals $ 700,230 $ 88,219 $ 87,726 $ — $ — $ 54,555 $ 930,730 Downtown Las Vegas 139,115 41,578 24,950 — — 9,689 215,332 Midwest & South 1,788,494 146,182 76,395 — — 64,995 2,076,066 Online — — — 253,898 — — 253,898 Managed & Other 46,891 — — — 26,905 5,555 79,351 Total Revenues $ 2,674,730 $ 275,979 $ 189,071 $ 253,898 $ 26,905 $ 134,794 $ 3,555,377 Year Ended December 31, 2021 (1) Food & Management Gaming Beverage Room Online Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues Las Vegas Locals $ 695,635 $ 74,771 $ 71,586 $ — $ — $ 44,062 $ 886,054 Downtown Las Vegas 105,539 28,149 15,042 — — 7,076 155,806 Midwest & South 1,855,279 127,125 67,552 — — 55,821 2,105,777 Online — — — 172,518 — — 172,518 Managed & Other 49,070 — — — — 585 49,655 Total Revenues $ 2,705,523 $ 230,045 $ 154,180 $ 172,518 $ — $ 107,544 $ 3,369,810 ( 1 ) Revenues for the years ended December 31, 2022 and 2021 have been recast to reflect the breakout of online revenue and management fee revenue and the segment changes made during the first quarter of 2023. 87 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 The following table reconciles, for the periods indicated, our Reportable Segments and our Managed & Other category Adjusted EBITDAR to net income, as reported in our accompanying consolidated statements of operations: Year Ended December 31, (In thousands) 2023 2022 (1) 2021 (1) Adjusted EBITDAR Las Vegas Locals $ 470,971 $ 481,643 $ 473,187 Downtown Las Vegas 85,507 86,049 51,300 Midwest & South 781,673 830,782 892,090 Online 62,337 39,778 23,583 Managed & Other 84,478 40,981 11,282 Corporate expense ( 90,175 ) ( 88,724 ) ( 85,457 ) Adjusted EBITDAR 1,394,791 1,390,509 1,365,985 Other operating costs and expenses Deferred rent 708 768 828 Master lease rent expense 108,398 106,616 104,702 Depreciation and amortization 256,780 258,179 267,787 Share-based compensation expense 32,379 34,066 37,773 Project development, preopening and writedowns ( 8,935 ) ( 18,936 ) 31,815 Impairment of assets 107,837 40,775 8,200 Other operating items, net ( 4,207 ) ( 12,183 ) 14,776 Total other operating costs and expenses 492,960 409,285 465,881 Operating income 901,831 981,224 900,104 Other expense (income) Interest income ( 23,886 ) ( 21,530 ) ( 1,819 ) Interest expense, net of amounts capitalized 171,247 151,249 199,442 Loss on early extinguishments and modifications of debt — 19,815 95,155 Other, net 1,563 2,884 3,387 Total other expense, net 148,924 152,418 296,165 Income before income taxes 752,907 828,806 603,939 Income tax provision ( 132,884 ) ( 189,429 ) ( 140,093 ) Net income $ 620,023 $ 639,377 $ 463,846 ( 1 ) Adjusted EBITDAR for the years ended December 31, 2022 and 2021 has been recast to reflect the segment changes made during the first quarter of 2023. For purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses not directly related to our casino, hotel and online operations. Total Reportable Segment Assets The Company's assets by Reportable Segment and Managed & Other category consisted of the following amounts with assets as of December 31, 2022 recast to reflect the segment changes made during the first quarter of 2023: December 31, December 31, (In thousands) 2023 2022 Assets Las Vegas Locals $ 1,634,732 $ 1,613,553 Downtown Las Vegas 295,494 265,876 Midwest & South 3,805,301 3,745,476 Online 155,356 226,800 Managed & Other 124,161 207,962 Corporate 258,082 251,460 Total Assets $ 6,273,126 $ 6,311,127 88 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2023 and 2022 and for the years ended December 31, 2023 , 2022 and 2021 Capital Expenditures The Company's capital expenditures by Reportable Segment and Managed & Other category consisted of the following with capital expenditures for the years ended December 31, 2022 and 2021 recast to reflect the segment changes made in the first quarter of 2023: Year Ended December 31, (In thousands) 2023 2022 2021 Capital Expenditures Las Vegas Locals $ 82,918 $ 37,339 $ 24,724 Downtown Las Vegas 42,233 52,423 36,954 Midwest & South 200,577 109,475 88,668 Online 224 462 — Managed & Other 5,001 4,104 2,326 Corporate 55,776 67,874 49,953 Total Capital Expenditures 386,729 271,677 202,625 Change in Accrued Capital Expenditure Additions ( 12,779 ) ( 2,522 ) ( 3,173 ) Cash-Based Capital Expenditures $ 373,950 $ 269,155 $ 199,452 The Company utilizes the Corporate entities to centralize the development of major renovation and other capital development projects that are included as construction in progress. After the project is complete, the corporate entities transfer the projects to the segment subsidiaries. NOTE 15. RELATED PARTY TRANSACTIONS Boyd Percentage Ownership Marianne Boyd Johnson, our Executive Chair of the Board of Directors and Executive Vice President, together with her immediate family, beneficially owned approximately 28 % of our outstanding shares of common stock as of December 31, 2023 . As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation or sale of assets. For each of the years ended December 31, 2023 , 2022 and 2021 , there were no related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives. NOTE 16. SUBSEQUENT EVENTS We have evaluated all events or transactions that occurred after December 31, 2023 . During this period, up to the filing date, we did not identify any additional subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations. 89 Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with accountants on accounting and financial disclosures during the two years in the period ended December 31, 2023.