What changed in this filing

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Item 1. Financial Statements

2024-08-01 compared with 2024-05-03 · 169 added, 74 removed, 897 unchanged (21% of the section changed)

34 unchanged sentences

416,281 427,379

Income taxes payable

Total current liabilities

26 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share data)

28 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

29 unchanged sentences

95,409,736 954 — 1,755,168 ( 1,166 ) 1,754,956

— — — 139,845 — 139,845

Comprehensive loss, net of tax

— — — — ( 394 ) ( 394 )

Foreign currency translation adjustments

— — — — ( 138 ) ( 138 )

Stock options exercised

23,431 — 271 — — 271

Release of restricted stock units, net of tax

19,837 — ( 1 ) ( 33 ) — ( 34 )

Shares repurchased and retired

( 3,143,995 ) ( 31 ) ( 10,635 ) ( 166,756 ) — ( 177,422 )

Dividends declared ($ 0.17 per share)

— — — ( 15,736 ) — ( 15,736 )

Share-based compensation costs

— — 10,365 — — 10,365

Balances, June 30, 2024

92,309,009 $ 923 $ — $ 1,712,488 $ ( 1,698 ) $ 1,711,713

Accumulated Other

22 unchanged sentences

101,486,622 1,015 191,589 1,469,269 ( 904 ) 1,660,969

— — — 192,454 — 192,454

Comprehensive income, net of tax

— — — — 112 112

Foreign currency translation adjustments

— — — — 196 196

Release of restricted stock units, net of tax

17,871 — ( 63 ) — — ( 63 )

Shares repurchased and retired

( 1,492,451 ) ( 15 ) ( 101,001 ) — — ( 101,016 )

Dividends declared ($ 0.16 per share)

— — — ( 16,041 ) — ( 16,041 )

Share-based compensation costs

— — 12,198 — — 12,198

Balances, June 30, 2023

100,012,042 $ 1,000 $ 102,723 $ 1,645,682 $ ( 596 ) $ 1,748,809

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Three Months Ended

Six Months Ended

(In thousands)

12 unchanged sentences

Prepaid expenses and other current assets

Income taxes payable, net

Income taxes receivable, net

Other assets, net

23 unchanged sentences

Cash received for interest

Cash received for income taxes

Cash paid for income taxes

Supplemental Schedule of Non-cash Investing and Financing Activities

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

3 unchanged sentences

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.

Headquartered in Las Vegas, Nevada, we have gaming entertainment properties 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.

7 unchanged sentences

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

Investments in unconsolidated affiliates, which are 50% or less owned and do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or variable interest entities, are accounted for under the equity method.

Investments in unconsolidated affiliates, which are 50% or less owned and where we have significant influence 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.

22 unchanged sentences

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

38 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

2 unchanged sentences

15,668 15,346 30,340 30,494

2,348 2,061 4,373 3,937

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

1 unchanged sentence

These gaming taxes are assessed based on our gaming revenues and are recorded in the condensed consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for Boyd Interactive operations.

Gaming taxes recorded as gaming expense totaled approximately $ 126.7 million and $ 130.1 million for the three months ended March 31, 2024 and 2023 , respectively.

Gaming taxes recorded as online expense, excluding taxes paid under collaborative arrangements (see Collaborative Arrangements below for further discussion), totaled $ 2.5 million and $ 0.6 million for the three months ended March 31, 2024 and 2023 , respectively.

Gaming taxes recorded as gaming expense totaled approximately $ 130.2 million and $ 129.7 million for the three months ended June 30, 2024 and 2023 , respectively, and were $ 256.9 million and $ 259.8 million for the six months ended June 30, 2024 and 2023 , respectively.

Gaming taxes recorded as online expense, excluding taxes paid under collaborative arrangements (see Collaborative Arrangements below for further discussion), totaled $ 3.1 million and $ 1.2 million for the three months ended June 30, 2024 and 2023 , respectively, and $ 5.6 million and $ 1.8 million for the six months ended June 30, 2024 and 2023 , respectively.

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.

4 unchanged sentences

In making such judgments, significant weight is given to evidence that can be objectively verified.

In performing our second quarter 2023 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.

Other Long-Term Tax Liabilities

11 unchanged sentences

If applicable, accrued interest and penalties are included in other long-term tax liabilities on the consolidated balance sheets.

The IRS has selected our federal corporate income tax return for the tax year ended December 31, 2021, for examination.

The IRS examination began in the second quarter of 2024 and is early in the process.

As of June 30, 2024 , and for the three and six months then ended, there were no changes to our unrecognized tax benefits to date.

Collaborative Arrangements

3 unchanged sentences

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.

Under our online collaborative arrangements with FanDuel and other third parties, we receive a revenue share from FanDuel or the other third -party operators 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 condensed 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.

2 unchanged sentences

We report these gaming taxes and other expenses paid as online expense and the reimbursements we receive as online revenues.

These taxes and other payments totaled approximately $ 116.0 million and $ 96.0 million for the three months ended March 31, 2024 and 2023 , respectively.

These taxes and other payments totaled approximately $ 103.5 million and $ 63.3 million for the three months ended June 30, 2024 and 2023 , respectively, and $ 219.5 million and $ 159.3 million for the six months ended June 30, 2024 and 2023 , 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 .

4 unchanged sentences

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

32 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

3 unchanged sentences

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

1 unchanged sentence

Intangible assets, net consist of the following:

March 31, 2024

June 30, 2024

Effect of Foreign

19 unchanged sentences

1,577,981 ( 33,960 ) ( 286,249 ) — 1,257,772

Balances, March 31, 2024

Balances, June 30, 2024

$ 1,743,963 $ ( 82,144 ) $ ( 286,249 ) $ ( 26 ) $ 1,375,544

23 unchanged sentences

$ 1,773,385 $ ( 105,069 ) $ ( 275,749 ) $ 277 $ 1,392,844

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

The following table presents the future amortization expense for our amortizing intangible assets as of June 30, 2024 :

(In thousands)

6 unchanged sentences

For the year ending December 31,

2024 (excluding three months ended March 31, 2024)

2024 (excluding six months ended June 30, 2024)

$ 20 $ 1,934 $ 1,527 $ 2,380 $ 1,953 $ 541 $ 8,355

8 unchanged sentences

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

During the three months ended March 31, 2024, as a result of our first quarter 2024 impairment review, the Company recorded an impairment charge of $ 10.5 million for a gaming license right related to our Midwest & South segment.

During the six months ended June 30, 2024, as a result of our first quarter 2024 impairment review, the Company recorded an impairment charge of $ 10.5 million for a gaming license right related to our Midwest & South segment.

This noncash impairment charge is recorded in impairment of assets on the condensed consolidated statement of operations.

Goodwill consists of the following:

March 31, 2024

June 30, 2024

(In thousands)

9 unchanged sentences

30,529 — ( 30,529 ) — —

Balances, March 31, 2024

Balances, June 30, 2024

$ 1,361,399 $ ( 6,134 ) $ ( 408,078 ) $ 94 $ 947,281

34 unchanged sentences

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

1 unchanged sentence

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

March 31, 2024

June 30, 2024

(In thousands)

35 unchanged sentences

$ 1,087,600 $ 1,046,300

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

With a total revolving credit commitment of $ 1,450.0 million available under the Credit Facility, $ 255.0 million and $ 51.6 million in borrowings outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $ 13.4 million allocated to support various letters of credit, there was a remaining contractual availability under the Credit Facility of $ 1,130.0 million as of June 30, 2024 .

Covenant Compliance

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

As of June 30, 2024 , we were in compliance with the financial covenants of our debt instruments.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

___________________________________________________________________________________________________

7 unchanged sentences

Given the significant barriers of the project, a majority of the advances made during the

10 -year period were historically reserved in full when advanced.

10 -year period prior to the Sky River Casino opening were historically reserved in full when advanced.

The Sky River Casino opened on

14 unchanged sentences

$ 14.3 million is recorded in interest income, both reflected in the condensed consolidated statement of operations for the

three months ended March 31, 2023 .

six months ended June 30, 2023 .

The Company received

1 unchanged sentence

million in interest due under the note receivable during the

three months ended

March 31, 2024 , and

six months ended June 30, 2024 , and

mi llion in principal payments and

million in interest due under the note receivable during the

three months ended March 31, 2023 .

March 31, 2024 , the principal outstanding on the note receivable was fully repaid.

six months ended June 30, 2023 .

June 30, 2024 , the principal and interest outstanding on the note receivable was fully repaid.

Separately, the management agreement provides for us to manage the gaming facility upon opening for a period of

3 unchanged sentences

$ 17.4 million for our management services for the

three months ended March 31, 2024 and 2023 , respectively, is paid monthly and recorded in management fee revenue on the condensed consolidated statements of operations.

March 31, 2024 , there have been

three months ended June 30, 2024 and 2023 , respectively, and

$ 43.5 million and

$ 37.5 million for the

six months ended June 30, 2024 and 2023 , respectively, is paid monthly and recorded in management fee revenue on the condensed consolidated statements of operations.

June 30, 2024 , there have been

no material changes to our commitments described under Note

13 unchanged sentences

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

March 31, 2024 ,

$ 500.0 million on each of

June 1, 2022,

May 4, 2023 and

June 30, 2024 ,

$ 545.1 million remains available under the Share Repurchase Program.

9 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share data)

Shares repurchased (2)

3,144 1,492 4,802 3,219

Total cost, including brokerage fees (3)

2 unchanged sentences

$ 55.88 $ 67.02 $ 58.55 $ 64.11

( 1 ) Shares repurchased reflect repurchases settled during the three months ended March 31, 2024 and 2023 .

These amounts exclude repurchases, if any, traded but not yet settled on or before March 31, 2024 and 2023 , respectively.

( 1 ) Shares repurchased reflect repurchases settled during the three and six months ended June 30, 2024 and 2023 .

These amounts exclude repurchases, if any, traded but not yet settled on or before June 30, 2024 and 2023 , respectively.

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

4 unchanged sentences

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

8 unchanged sentences

April 15, 2023

June 15, 2023

July 15, 2023

December 7, 2023

4 unchanged sentences

April 15, 2024

June 15, 2024

July 15, 2024

Share-Based Compensation

3 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

$ 289 $ 307 $ 524 $ 528

Food & beverage

55 59 100 101

Selling, general and administrative

1,471 1,563 2,663 2,683

Corporate expense

8,523 10,241 13,890 16,657

Total share-based compensation expense

1 unchanged sentence

Performance Shares

Our stock incentive plan provides for the issuance of Performance Share Units ("PSU") grants which may be earned, in whole or in part, upon passage of time and the attainment of performance criteria.

Our stock incentive plan provides for the issuance of Performance Share Units ("PSU") grants which may be earned, in whole or in part, upon the passage of time and the attainment of performance criteria.

We periodically review our estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjust our stock compensation expense accordingly.

6 unchanged sentences

The actual achievement level under the award metrics approximated the estimated performance as of the year-end 2023;

therefore, the vesting of the PSUs had minimal impact to compensation costs of $ 0.8 million in our 2024 condensed consolidated statement of operations.

therefore, the vesting of the PSUs had minimal impact to compensation costs of $ 0.8 million in our condensed consolidated statement of operations for the six months ended June 30, 2024.

The PSU grant awarded in December 2019 resulted in a total of 519,782 shares being issued during the first quarter of 2023, representing approximately 2.00 shares per PSU.

3 unchanged sentences

Unamortized Stock Compensation Expense and Recognition Period

As of March 31, 2024 , there was approximately $ 21.3 million, $ 9.3 million and $ 1.8 million of total unrecognized share-based compensation costs related to unvested restricted stock units ("RSUs"), PSUs and career shares, respectively.

As of March 31, 2024 , the unrecognized share-based compensation costs related to our RSUs, PSUs and career shares are expected to be recognized over approximately 2.5 years, 2.6 years and 3.5 years, respectively.

As of June 30, 2024 , there was approximately $ 15.6 million, $ 5.7 million and $ 1.7 million of total unrecognized share-based compensation costs related to unvested restricted stock units ("RSUs"), PSUs and career shares, respectively.

As of June 30, 2024 , the unrecognized share-based compensation costs related to our RSUs, PSUs and career shares are expected to be recognized over approximately 2.3 years, 2.3 years and 3.5 years, respectively.

FAIR VALUE MEASUREMENTS

3 unchanged sentences

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

10 unchanged sentences

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

March 31, 2024

June 30, 2024

(In thousands)

14 unchanged sentences

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 as of March 31, 2024 and December 31, 2023 .

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 as of June 30, 2024 and December 31, 2023 .

Investment Available for Sale

2 unchanged sentences

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 March 31, 2024 and December 31, 2023 .

The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at March 31, 2024 and December 31, 2023 is a discount rate of 12.7 % and 12.4 %, respectively.

Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets and in the condensed consolidated statement of other comprehensive income.

At both March 31, 2024 and December 31, 2023 , $ 0.7 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at March 31, 2024 and December 31, 2023 , $ 12.8 million and $ 12.6 million, respectively, is included in other assets, net on the condensed consolidated balance sheets.

The discount associated with this investment of $ 2.0 million at both March 31, 2024 and December 31, 2023 , is netted with the investment balance and is being accreted over the life of the investment using the effective interest method.

The significant unobservable input used to determine fair value of the instrument in the discounted cash flows analysis at June 30, 2024 and December 31, 2023 is a discount rate of 12.8 % and 12.4 %, respectively.

As of June 30, 2024 and December 31, 2023 , $ 0.8 million and $ 0.7 million, respectively, 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 June 30, 2024 and December 31, 2023 , $ 11.7 million and $ 12.6 million, respectively, is included in other assets, net on the condensed consolidated balance sheets.

The discount associated with this investment of $ 1.9 million and $ 2.0 million as of June 30, 2024 and December 31, 2023 , 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 condensed consolidated statements of operations.

1 unchanged sentence

Three Months Ended

Six Months Ended

(In thousands)

3 unchanged sentences

Included in interest income

Included in other comprehensive income

Included in other comprehensive income (loss)

( 370 ) ( 497 ) ( 191 ) 138

Purchases, sales, issuances and settlements:

( 730 ) ( 680 ) ( 730 ) ( 680 )

Balance at end of reporting period

2 unchanged sentences

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

4 unchanged sentences

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.

The value of our gaming licenses is determined using a multi-period excess earnings method, which is a specific discounted cash flow model which utilized Level 3 inputs.

Balances Disclosed at Fair Value

The following tables provide the fair value measurement information about our obligation under assessment agreements and note receivable.

As of March 31, 2024, the outstanding principal balance under the note receivable was paid in full.

March 31, 2024

As of June 30, 2024 , the outstanding principal balance under the note receivable was paid in full.

June 30, 2024

Outstanding Carrying Estimated Fair Value

10 unchanged sentences

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

March 31, 2024

June 30, 2024

Outstanding Carrying Estimated Fair Value

21 unchanged sentences

The fair value of our note receivable as of December 31, 2023 , was estimated to equal its carrying value after consideration of the expected repayment timing of the remaining balance.

The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about March 31, 2024 and December 31, 2023 .

The estimated fair values of our senior notes are based on quoted market prices as of March 31, 2024 and December 31, 2023 .

The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about June 30, 2024 and December 31, 2023 .

The estimated fair values of our senior notes are based on quoted market prices as of June 30, 2024 and December 31, 2023 .

The other debt is fixed-rate debt consisting of finance leases with various maturity dates from 2024 to 2025.

1 unchanged sentence

therefore, we have estimated fair value to be equal to the carrying value for these obligations.

There were no transfers between Level 1, Level 2 and Level 3 measurements during the three months ended March 31, 2024 and 2023 .

There were no transfers between Level 1, Level 2 and Level 3 measurements during the six months ended June 30, 2024 and 2023 .

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

6 unchanged sentences

The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties.

The table below lists the Reportable Segment classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure.

The Online segment includes the operating results of our online gaming operations through collaborative arrangements with third parties throughout the United States and the operations of Boyd Interactive.

The table below lists the Reportable Segment classification of each of our gaming entertainment properties, which are each also operating segments, that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure.

The Online segment includes the operating results of Boyd Interactive and our online gaming operations through collaborative arrangements with third parties throughout the United States, both of which are also operating segments.

To reconcile Reportable Segments information to the condensed consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category.

59 unchanged sentences

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.

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

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

Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDAR

We evaluate profitability based on Adjusted EBITDAR, which represents earnings before interest expense, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, other items, net and master lease rent expense, as applicable.

We evaluate profitability based on Adjusted EBITDAR, which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, other items, net and master lease rent expense, as applicable.

Total Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and Adjusted EBITDAR related to the online operations in our Online segment.

2 unchanged sentences

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

2 unchanged sentences

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:

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(In thousands)

10 unchanged sentences

$ 650,827 $ 76,994 $ 52,595 $ 129,930 $ 21,252 $ 35,914 $ 967,512

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

(In thousands)

10 unchanged sentences

$ 660,729 $ 70,366 $ 49,761 $ 85,002 $ 17,446 $ 33,646 $ 916,950

Six Months Ended June 30, 2024

(In thousands)

Las Vegas Locals

$ 324,371 $ 45,795 $ 50,453 $ — $ — $ 30,057 $ 450,676

Downtown Las Vegas

70,446 21,500 13,461 — — 5,825 111,232

Midwest & South

868,537 82,338 37,628 — — 34,013 1,022,516

— — — 276,100 — — 276,100

Managed & Other

21,604 — — — 43,497 2,408 67,509

Total Revenues

$ 1,284,958 $ 149,633 $ 101,542 $ 276,100 $ 43,497 $ 72,303 $ 1,928,033

Six Months Ended June 30, 2023

(In thousands)

Las Vegas Locals

$ 348,307 $ 44,982 $ 48,676 $ — $ — $ 29,245 $ 471,210

Downtown Las Vegas

70,849 20,639 12,485 — — 5,575 109,548

Midwest & South

883,525 76,329 38,665 — — 32,500 1,031,019

— — — 207,865 — — 207,865

Managed & Other

22,356 — — — 37,476 1,442 61,274

Total Revenues

$ 1,325,037 $ 141,950 $ 99,826 $ 207,865 $ 37,476 $ 68,762 $ 1,880,916

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023

______________________________________________________________________________________________________

1 unchanged sentence

Three Months Ended

Six Months Ended

(In thousands)

15 unchanged sentences

Deferred rent

163 177 324 354

Master lease rent expense

3 unchanged sentences

Share-based compensation expense

10,365 12,198 17,225 20,017

Project development, preopening and writedowns

1 unchanged sentence

Impairment of assets

— — 10,500 4,537

Other operating items, net

5,442 438 5,853 658

Total other operating costs and expenses

7 unchanged sentences

42,949 42,715 85,258 86,581

50 522 100 626

Total other expense, net

22 unchanged sentences

SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after March 31, 2024 .

We have evaluated all events or transactions that occurred after June 30, 2024 .

During this period, up to the filing date, we did not identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements