What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-21 compared with 2024-02-26 · 400 added, 198 removed, 1786 unchanged (25% of the section changed)

14 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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.

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, 2024, 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 21, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

17 unchanged sentences

As of December 31, 2024, the carrying value of goodwill and gaming license rights indefinite-lived intangible assets was $957.9 million and $1,105.1 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.

For the year ended December 31, 2024, the Company recorded an impairment of $10.5 million for a gaming license right indefinite-lived intangible asset in the Company’s Midwest & South segment.

Additionally, another reporting unit in the Company’s Midwest & South segment had an estimated fair value that did not significantly exceed its carrying value.

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.

6 unchanged sentences

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;

We evaluated the reasonableness of management’s projections of future cash flows by (1) comparing projections of future cash flows to internal communications to management and the Board of Directors and information from Company press releases, 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;

70 unchanged sentences

(In thousands, except per share data)

$ 2,583,926 $ 2,613,288 $ 2,674,730

Food & beverage

303,522 288,417 275,979

204,608 199,117 189,071

606,233 422,211 253,898

Management fee

88,407 76,921 26,905

143,498 138,538 134,794

Total revenues

3,930,194 3,738,492 3,555,377

Operating costs and expenses

999,753 1,000,240 1,005,830

Food & beverage

253,940 240,879 231,447

77,591 73,490 68,383

497,783 358,988 213,918

51,322 46,323 45,626

Selling, general and administrative

427,226 389,891 373,964

Master lease rent expense

111,406 108,398 106,616

Maintenance and utilities

148,366 151,014 143,527

Depreciation and amortization

276,639 256,780 258,179

Corporate expense

113,934 115,963 117,007

Project development, preopening and writedowns

28,572 ( 8,935 ) ( 18,936 )

Impairment of assets

10,500 107,837 40,775

Other operating items, net

5,385 ( 4,207 ) ( 12,183 )

Total operating costs and expenses

3,002,417 2,836,661 2,574,153

Operating income

927,777 901,831 981,224

Other expense (income)

Interest income

( 1,625 ) ( 23,886 ) ( 21,530 )

Interest expense, net of amounts capitalized

177,409 171,247 151,249

Loss on early extinguishments and modifications of debt

( 10 ) 1,563 2,884

Total other expense, net

175,774 148,924 152,418

Income before income taxes

752,003 752,907 828,806

Income tax provision

( 174,051 ) ( 132,884 ) ( 189,429 )

$ 577,952 $ 620,023 $ 639,377

Basic net income per common share

$ 6.19 $ 6.12 $ 5.87

Weighted average basic shares outstanding

93,314 101,325 108,885

Diluted net income per common share

$ 6.19 $ 6.12 $ 5.87

Weighted average diluted shares outstanding

93,349 101,373 109,004

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

3 unchanged sentences

(In thousands)

$ 577,952 $ 620,023 $ 639,377

Other comprehensive income (loss), net of tax:

Fair value adjustments to available-for-sale securities

( 165 ) 123 ( 1,258 )

Foreign currency translation adjustments

( 1,139 ) 161 56

Comprehensive income

$ 576,648 $ 620,307 $ 638,175

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

7 unchanged sentences

— — — 639,377 — 639,377

Comprehensive loss, net of tax

Fair value adjustments to available-for-sale securities

— — — — ( 1,258 ) ( 1,258 )

Foreign currency translation adjustments

— — — — 56 56

Stock options exercised

6 unchanged sentences

( 9,423,924 ) ( 94 ) ( 541,548 ) — — ( 541,642 )

Dividends declared ($ 0.60 per share)

— — — ( 63,638 ) — ( 63,638 )

Share-based compensation costs

3 unchanged sentences

— — — 620,023 — 620,023

Comprehensive loss, net of tax

Fair value adjustments to available-for-sale securities

— — — — 123 123

16 unchanged sentences

— — — 577,952 — 577,952

Comprehensive income, net of tax

Fair value adjustments to available-for-sale securities

— — — — ( 165 ) ( 165 )

21 unchanged sentences

Cash Flows from Operating Activities

$ 577,952 $ 620,023 $ 639,377

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

276,639 256,780 258,179

Amortization of debt financing costs and discounts on debt

7,591 7,761 8,551

Non-cash operating lease expense

87,687 78,811 65,204

Non-cash expected credit loss (income) on note receivable

— ( 34,371 ) ( 35,100 )

Share-based compensation expense

29,666 32,379 34,066

Deferred income taxes

58,145 ( 29,842 ) 51,030

Non-cash impairment of assets

10,500 107,837 40,775

Gain on sale of assets

— — ( 13,407 )

Loss on early extinguishments and modifications of debt

Other operating activities

9,116 1,665 9,517

Changes in operating assets and liabilities, excluding the impact of acquisitions:

Accounts receivable, net

5,964 ( 28,810 ) ( 16,761 )

( 543 ) 1,481 ( 2,083 )

Prepaid expenses and other current assets

3,088 ( 10,369 ) ( 8,476 )

Income taxes (receivable) payable, net

( 26,497 ) ( 950 ) ( 2,951 )

Other assets, net

800 1,307 ( 7,857 )

Accounts payable and accrued liabilities

6,344 ( 10,345 ) 891

Operating lease liabilities

( 87,687 ) ( 78,811 ) ( 65,204 )

Other liabilities

( 1,690 ) ( 30 ) 545

Net cash provided by operating activities

957,075 914,516 976,111

Cash Flows from Investing Activities

Capital expenditures

( 400,400 ) ( 373,950 ) ( 269,155 )

Cash paid for acquisitions, net of cash received

( 30,266 ) — ( 167,862 )

Payments received on note receivable

208 113,555 —

Insurance proceeds received from hurricane losses

1 unchanged sentence

Other investing activities

( 3,454 ) ( 3,935 ) ( 7,834 )

Net cash used in investing activities

( 433,912 ) ( 264,330 ) ( 422,312 )

BOYD GAMING CORPORATION AND SUBSIDIARIES

4 unchanged sentences

Borrowings under credit facilities

1,764,300 1,505,800 2,122,100

Payments under credit facilities

Proceeds from issuance of senior notes

( 1,510,300 ) ( 1,647,300 ) ( 1,802,197 )

Retirements of senior notes

— — ( 300,000 )

— — ( 12,939 )

Debt financing costs

— — ( 16,682 )

Share-based compensation activities

( 14,818 ) ( 19,312 ) ( 15,082 )

Shares repurchased and retired

( 685,850 ) ( 412,655 ) ( 541,642 )

Dividends paid

( 62,661 ) ( 63,609 ) ( 48,162 )

Other financing activities

( 172 ) ( 172 ) ( 1,248 )

Net cash used in financing activities

( 509,501 ) ( 637,248 ) ( 615,852 )

Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash

( 228 ) ( 73 ) ( 10 )

Change in cash, cash equivalents and restricted cash

13,434 12,865 ( 62,063 )

Cash, cash equivalents and restricted cash, beginning of year

307,930 295,065 357,128

Cash, cash equivalents and restricted cash, end of year

$ 321,364 $ 307,930 $ 295,065

Supplemental Disclosure of Cash Flow Information

Cash paid for interest, net of amounts capitalized

$ 173,177 $ 166,682 $ 144,020

Cash received for interest

Cash paid for income taxes

144,512 164,482 140,924

Supplemental Schedule of Non-cash Investing and Financing Activities

Payables incurred for capital expenditures

$ 27,220 $ 23,509 $ 7,348

Dividends declared not yet paid

14,665 15,508 15,476

Operating lease right-of-use asset and liability remeasurements

— — ( 11,224 )

Expected credit loss (income) on note receivable

— ( 34,371 ) ( 35,100 )

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

9 unchanged sentences

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:

For financial reporting purposes, we have four reportable segments:

(i) Las Vegas Locals;

2 unchanged sentences

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.

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 acquisition of Pala Interactive, LLC ("Pala Interactive") and its subsidiaries, including its Canadian subsidiary Pala Interactive Canada Inc.

("Pala Canada") on November 1, 2022, and the operations from our acquisition of Resorts Digital Gaming, LLC ("Resorts Digital") (collectively, with Pala Interactive and Pala Canada, "Boyd Interactive") on September 1, 2024.

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.

52 unchanged sentences

Ameristar Casino * Resort * Spa St.

Charles ( 2 )

Charles, Missouri

3 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 was 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 master lease agreement with a real estate investment trust.

2 unchanged sentences

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

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.

In addition to these properties, we own a travel agency located in Hawaii.

Financial results for our travel agency 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.

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.

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

26 unchanged sentences

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.

A provision for expected credit losses is maintained to reduce our receivables to their carrying amount.

As a result, the net carrying value approximates fair value.

26 unchanged sentences

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.

5 unchanged sentences

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 .

There was capitalized interest of $ 3.1 million, $ 3.2 million and less than $ 0.1 million for the years ended December 31, 2024 , 2023 and 2022 respectively.

BOYD GAMING CORPORATION AND SUBSIDIARIES

5 unchanged sentences

The fair value at December 31, 2024 and 2023 was $ 12.6 million and $ 13.3 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.

At December 31, 2024 and 2023 , $ 0.8 million and $ 0.7 million, respectively, is included in prepaid expenses and other current assets and at December 31, 2024 and 2023 , $ 11.8 million and $ 12.6 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:

2 unchanged sentences

Intangible Assets

Intangible assets include customer relationships, host agreements, development agreements, developed technology, B2B relationships, B2C relationships, gaming license rights and trademarks.

Intangible assets include customer relationships, host agreements, development agreement, developed technology, B2B relationships, B2C relationships, marketing agreement, gaming license rights and trademarks.

Amortizing Intangible Assets

5 unchanged sentences

Developed technology represents the value associated with our online gaming platform and is being amortized on a straight-line basis over 10 years.

Marketing agreement is a contract between two parties establishing an agreement for marketing and promotional services and is being amortized on a straight-line basis over the 20 -year term of the agreement.

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.

1 unchanged sentence

The asset is not impaired if the undiscounted future cash flows exceed its carrying value.

Indefinite-Lived Intangible Assets

4 unchanged sentences

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.

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.

35 unchanged sentences

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

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.

As of December 31, 2024, and for the year then ended, there were no changes to our unrecognized tax benefits to date.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

Self-Insurance Reserves

7 unchanged sentences

Self-insurance reserves are included in accrued liabilities on our consolidated balance sheets.

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:

63 unchanged sentences

Gaming taxes recorded as gaming expense totaled approximately $ 515.3 million, $ 512.0 million and $ 523.2 million for the years ended December 31, 2024 , 2023 and 2022 , 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 .

Gaming taxes recorded as online expense, excluding taxes paid under collaborative arrangements (see Collaborative Arrangements below for further discussion), totaled $ 14.4 million, $ 6.2 million and $ 0.4 million for the years ended December 31, 2024 , 2023 and 2022 , respectively.

Advertising Expense

22 unchanged sentences

Translation adjustments resulting from this process are recorded in other comprehensive income (loss).

Gains or losses from foreign currency transaction remeasurements are recorded as other non-operating income (expense).

BOYD GAMING CORPORATION AND SUBSIDIARIES

9 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.

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 consolidated statements of operations.

21 unchanged sentences

Recently Adopted Accounting Pronouncements

Accounting Standards Update ("ASU") 2021 - 08, Business Combinations, Topic 805 ("Update 2021 - 08" )

Accounting Standards Update ("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 adopted Update 2023 - 07 during first quarter 2024, and the guidance was applied and discussed in Note 14, Segment Information .

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.

8 unchanged sentences

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 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, Subtopic 220 - 40, Disaggregation of Income Statement Expenses ("Update 2024 - 03" )

In November 2024, the FASB issued Update 2024 - 03 which expands disclosures about specific expense categories presented on the face of the income statement.

Update 2024 - 03 is effective for financial statements issued for annual periods beginning after December 15, 2026, with early adoption permitted.

The Company is evaluating the impact of the adoption of Update 2024 - 03 to the consolidated financial statements.

ASU 2023 - 09, Income Taxes, Topic 740, Improvements to Income Tax Disclosures ("Update 2023 - 09" )

2 unchanged sentences

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.

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.

Resorts Digital Gaming, LLC

On September 1, 2024, Boyd Interactive Gaming, Inc.

("Boyd Interactive Inc."), a wholly owned subsidiary of the Company, completed its acquisition of Resorts Digital, pursuant to a Membership Interest Purchase Agreement (the "Membership Agreement"), entered into on May 15, 2024, by and among Boyd Interactive Inc., DGMB Casino Holding, LLC and DGMB Casino SPE Corp.

Resorts Digital is now a wholly owned subsidiary of Boyd Interactive Inc.

Resorts Digital is an online casino operator based in New Jersey, operating a dual-brand strategy across Resorts Casino and Mohegan Sun.

This acquisition is another step forward in building out our online casino business.

In addition to acquiring the existing online business under both brands, the acquisition includes a 20 -year marketing agreement with a 10 -year renewal option that provides for marketing and promotional services at Resorts Casino in Atlantic City, New Jersey.

This marketing agreement allows us to provide our online customers in New Jersey access to a gaming entertainment property where they can redeem points earned under our loyalty program for such amenities as complimentary food & beverage and hotel rooms.

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 Membership Agreement included the purchase price of the net assets transferred.

The total gross cash consideration was $ 34.0 million (with $ 3.7 million of cash and restricted cash acquired, for total cash paid for acquisitions, net of cash received of $ 30.3 million).

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 acquisition.

In the fourth quarter of 2024, 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 condensed financial statements at September 30, 2024.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

The following table summarizes the preliminary purchase price allocation reported in the Company's financial statements as of September 30, 2024, and the adjustments to the preliminary purchase price allocation to derive the final purchase price allocation, as reflected in the Company's financial statements as of December 31, 2024:

Preliminary Allocation

Final Purchase Price

(In thousands)

September 30, 2024

Current assets

$ 4,316 $ ( 13 ) $ 4,303

Intangible assets

22,800 — 22,800

Total acquired assets

27,226 ( 13 ) 27,213

Current liabilities

3,918 ( 27 ) 3,891

Other liabilities

Total liabilities assumed

3,946 ( 27 ) 3,919

Net identifiable assets acquired

23,280 14 23,294

10,700 — 10,700

Net assets acquired

$ 33,980 $ 14 $ 33,994

The following table summarizes the values assigned to acquired intangible assets and weighted average useful lives of definite-lived intangible assets:

(In thousands)

Gaming license right

Customer relationships

Marketing agreement

Total intangible assets acquired

The goodwill recognized is the excess of the purchase price over the preliminary values assigned to the assets acquired and liabilities assumed.

All of the goodwill was assigned to the Online reportable segment.

The Company expensed $ 0.1 million of acquisition related costs during the year ended December 31, 2024 .

These costs are included in project development, preopening and writedowns on the consolidated statements of operations.

The revenue and earnings from the acquisition are not material for the period subsequent to acquisition through December 31, 2024.

The pro-forma revenue and earnings from the acquisition assuming all impacts as if it had been completed on January 1, 2024, are not material through December 31, 2024.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

Pala Interactive

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

November 1, 2022, Boyd Interactive Inc., a wholly owned subsidiary of the Company, completed its 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.

1 unchanged sentence

Pala Interactive is now a wholly owned subsidiary of Boyd Interactive Inc.

Boyd Interactive is an innovative online gaming te

Pala Interactive is an innovative online gaming te

chnology comp any that provides proprietary solutions on both a

12 unchanged sentences

$ 167.9 million).

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

5 unchanged sentences

The following table summarizes the purchase price allocation as of the acquisition date of November 1, 2022:

The following table summarizes the purchase price allocation as of the acquisition date of

November 1, 2022:

(In thousands)

10 unchanged sentences

(In thousands)

Buildings and improvements

Buildings and improvement

Furniture and equipment

4 unchanged sentences

B2B relationships

7 - 10 28,000

B2C relationships

Total intangible assets acquired

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.

BOYD GAMING CORPORATION AND SUBSIDIARIES

1 unchanged sentence

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

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

2022 , respectively.

no acquisition related costs during the year ended

December 31, 2024.

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.

PROPERTY AND EQUIPMENT, NET

1 unchanged sentence

(In thousands)

$ 338,469 $ 338,469

Buildings and improvements

3,398,700 3,237,863

Furniture and equipment

1,870,124 1,742,666

Riverboats and barges

211,879 241,826

Construction in progress

148,571 182,710

Total property and equipment

5,967,743 5,743,534

Less accumulated depreciation

( 3,288,467 ) ( 3,201,022 )

Property and equipment, net

$ 2,679,276 $ 2,542,512

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.

18 unchanged sentences

9.8 13,000 ( 2,347 ) — — 10,653

Marketing agreement

19.7 4,500 ( 75 ) — — 4,425

175,533 ( 56,800 ) — ( 498 ) 118,235

Indefinite lived intangible assets

75 unchanged sentences

and the present value of tax benefit.

Marketing Agreement

Marketing agreement is an acquired contract for which the Company, while utilizing the Resorts World and Mohegan Sun brands, receives marketing and promotional services at Resorts Casino in Atlantic City, New Jersey.

The value is determined at an amount equal to the present value of the projected marketing expense after-tax savings that would be expected to be incurred absent such marketing agreement providing such advertising.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

Indefinite Lived Intangible Assets

3 unchanged sentences

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;

revenue from gaming, food & beverage, hotel and other revenue-producing activities;

royalty rate;

2 unchanged sentences

and the present value of tax benefit.

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

19 unchanged sentences

B2C Relationships

Marketing Agreement

Gaming License Rights

5 unchanged sentences

( 3,322 ) ( 3,866 ) ( 1,145 ) ( 600 ) ( 652 ) ( 181 ) — — — ( 9,766 )

Effect of foreign currency exchange

— — — 53 12 — — — — 65

Balance, December 31, 2022

24 unchanged sentences

B2C relationships are being amortized on a straight-line basis over an original life of 12 years.

The marketing agreement is being amortized on a straight-line basis over an original life of 20 years.

Future amortization is as follows:

6 unchanged sentences

B2C Relationships

For the year ending December 31,

Marketing Agreement

For the year ending

$ 660 $ 3,867 $ 3,053 $ 4,883 $ 3,833 $ 1,083 $ 225 $ 17,604

8 unchanged sentences

however, these assets are subject to an annual impairment test each year and between annual test dates in certain circumstances.

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.

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.

1 unchanged sentence

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.

Goodwill consists of the following:

29 unchanged sentences

$ 1,361,399 $ ( 6,134 ) $ ( 408,078 ) $ 154 $ 947,341

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 .

BOYD GAMING CORPORATION AND SUBSIDIARIES

1 unchanged sentence

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

Impairments and Other Charges

Changes in Goodwill

During the year ended December 31, 2024, we recorded $ 10.7 million of goodwill, in our Online segment related to the acquisition of Resorts Digital.

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.

During the year ended December 31, 2022, we recorded $ 94.0 million of goodwill, in our Online segment related to our acquisition of Pala Interactive, and impairment charges of $ 31.6 million related to our Midwest & South segment.

The following table sets forth the changes in our goodwill, net, during the years ended December 31, 2024 , 2023 and 2022 .

2 unchanged sentences

Balance, January 1, 2022

Account activity

Effect of foreign currency exchange

Balance, December 31, 2022

7 unchanged sentences

Payroll and related

$ 86,267 $ 82,327

17,593 17,841

73,321 68,749

Player loyalty program

20,896 23,850

Advance deposits

15,426 15,511

Outstanding chips

Dividends payable

14,665 15,508

Operating leases

102,855 98,867

108,602 96,562

Total accrued liabilities

$ 447,415 $ 427,379

LONG-TERM DEBT

38 unchanged sentences

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 Revolving Credit Facility and the Term A Loan mature on March 2, 2027 ( 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.

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

7 unchanged sentences

$ 1,300,300 $ 1,046,300

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, $ 475.0 million and $ 66.3 million in borrowings outstanding on the Revolving Credit Facility and on the Swing Loan, respectively, and $ 13.0 million allocated to support various letters of credit, there is a remaining contractual availability under the Credit Facility of $ 895.7 million at December 31, 2024 .

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

Interest and Fees

14 unchanged sentences

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.

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

4 unchanged sentences

We classified certain non-extending balances under our Credit Facility as a current maturity, as such amounts come due within the next twelve months.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

4.750% Senior Notes due June 2031

8 unchanged sentences

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.

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 (as defined in the 4.750% Senior Notes due 2031 Indenture), 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.

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

43 unchanged sentences

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.

BOYD GAMING CORPORATION AND SUBSIDIARIES

2 unchanged sentences

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)

6.375% Senior Notes premium fees paid

$ — $ — $ 23,910

6.375% Senior Notes deferred finance charges written off

6.000% Senior Notes premium fees paid

6.000% Senior Notes deferred finance charges written off

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

Prior Credit Facility debt modification fees paid

Total loss on early extinguishments and modifications of debt

$ — $ 19,815 $ 95,155

There were no charges to loss on early extinguishments and modifications of debt during the years ended December 31, 2024 and 2023 .

During the year ended December 31, 2022, the Company redeemed the remaining $ 300.0 million outstanding 8.625 % Senior Notes due June 2025.

As part of this transaction, the Company recorded $ 12.9 million in premium fees paid and $ 3.6 million for the write-off of deferred finance charges.

In addition, during the year ended December 31, 2022, the Company entered into a new credit agreement which led to writing off deferred financing charges of $ 3.3 million related to the Prior Credit Facility.

Covenant Compliance

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

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.

32 unchanged sentences

154,480 166,600

10,796 12,247

Gross deferred income tax liabilities

2 unchanged sentences

$ 346,916 $ 288,826

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.

BOYD GAMING CORPORATION AND SUBSIDIARIES

1 unchanged sentence

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

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.

December 31, 2024 , we have state income tax net operating loss carryforwards of approximately

$ 788.0 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

2025 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.

We have maintained a valuation allowance against certain federal and state deferred tax assets as of

December 31, 2024 due to uncertainties related to our ability to realize the tax benefits associated with these assets.

The balance of this valuation allowance was

$ 13.3 million as of

December 31, 2024 .

This is an increase of

$ 3.1 million from the prior year due to changes in state tax rates 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.

16 unchanged sentences

Year Ended December 31,

(In thousands)

Tax at federal statutory rate

7 unchanged sentences

Tax exempt interest

— % — % ( 0.1 )%

Company provided benefits

3 unchanged sentences

23.1 % 17.6 % 22.9 %

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, 2024 was unfavorably impacted by state taxes and certain nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by tax credits, foreign taxes, 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, 2023 was favorably impacted by the release of state valuation allowances, tax credits, foreign taxes and inclusion of excess tax benefits related to equity compensation, as a component of the provision for income taxes and partially offset by state taxes and certain nondeductible expenses, including nondeductible compensation and employee benefit expenses.

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.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

Status of Examinations

We generated net operating losses on our federal income tax returns for years 2011 through 2013 and in 2020 .

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

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.

As it relates to our material state tax returns, we are subject to examination for tax years ended on or after

December 31, 2015.

The statute of limitations will expire over the per

iod October 2025 through November 2028.

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 still ongoing.

December 31, 2024, and for the year then ended, there were

no changes to our unrecognized tax benefits to date.

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.

however, the ultimate resolution of these examinations

may result in an outcome that is different than our current expectation.

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.

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.

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, 2024

2023 and during the years ended

December 31, 2024 ,

2022 , the Company had

no uncertain tax positions.

not anticipate any material changes to our unrecognized tax benefits over the next

twelve -month period.

COMMITMENTS AND CONTINGENCIES

57 unchanged sentences

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.

The pre-development costs financed by us, and the cost of the land and parking lot financed by us, were 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.

7 unchanged sentences

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.

The Company received $ 0.2 million in principal payments and $ 0.2 million in interest due under the note receivable during the year ended December 31, 2024, and $ 113.6 million in principal payments and $ 12.0 million in interest due under the note receivable during the year ended December 31, 2023.

As of December 31, 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 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.

The management fee of $ 88.4 million, $ 76.9 milli on and $ 26.9 million for our management services for the years ended December 31, 2024 , 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.

2 unchanged sentences

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

On September 27, 2024, the Company entered into an amendment to the management agreement with Wilton Rancheria that became effective October 2, 2024, and provides for the Company to serve as manager of the Wilton Rancheria expansion to the Sky River Casino inclusive of 400 additional slots, a parking garage, a 300 -room hotel and spa, two additional food and beverage outlets and an entertainment and events center.

The Company is not obligated to fund the construction and the management fee remains unchanged.

Master Lease Agreements

6 unchanged sentences

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 .

Rent expense associated with these Master Leases is recorded in master lease rent expense on the consolidated statements of operations.

Norfolk Agreements

On October 21, 2024, the Company, the Pamunkey Indian Tribe ("Tribe"), the Pamunkey Indian Tribal Gaming Authority ("PITGA"), and its wholly-owned subsidiary, Golden Eagle Consulting II, LLC ("GEC") entered into agreements, pursuant to which, among other things, the Company will, subject to the purchase of land to develop and build a commercial casino and hotel development in Norfolk, Virginia ("Norfolk Casino"), (i) receive from PITGA an exclusive option to purchase a percentage of membership interests of GEC, (ii) make advance payments to PITGA and GEC, and (iii) become developer and manager of the Norfolk Casino (see Note 16, Subsequent Events ).

Contingencies

13 unchanged sentences

Variable lease expense recognized in the years ended December 31, 2024 , 2023 and 2022 was $ 32.7 million, $ 34.9 million and $ 22.4 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:

47 unchanged sentences

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.

In addition, our Board of Directors authorized increases to the Share Repurchase Program of $ 500.0 million on each of June 1, 2022, May 4, 2023, May 9, 2024 and December 5, 2024.

There were 11.1 million shares, 6.5 million shares and 9.4 million shares repurchased during the years ended December 31, 2024 , 2023 and 2022 , respectively.

27 unchanged sentences

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, 2024 are:

23 unchanged sentences

January 15, 2024

February 28, 2024

March 15, 2024

April 15, 2024

June 15, 2024

July 15, 2024

August 20, 2024

September 15, 2024

October 15, 2024

December 5, 2024

December 16, 2024

January 15, 2025

Stock Incentive Plan

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( 44,980 ) 15.60

( 32,000 ) 9.86

Outstanding at December 31, 2024

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31,401 1.8 17.94 31,401 17.94

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, 2024 , 2023 and 2022 was $ 2.1 million, $ 1.7 million, and $ 6.8 million, respectively.

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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.

A 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.

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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.

A 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.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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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.

The PSU grants awarded in third quarter 2021, fourth quarter 2019 and 2018 vested during first quarter 2024 , 2023 and 2022 , respectively.

Common shares under the 2021 grant were issued based on the determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of EBITDAR and return on invested capital for the two -year performance period from July 2021 to June 2023.

Common shares under the 2019 and 2018 grants were issued based on the determination by the Compensation Committee of our actual achievement of net revenue growth and EBITDAR growth 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.

The PSU grant awarded in July 2021 resulted in a total of 241,277 shares being issued during first quarter 2024 , representing approximately 1.94 shares per PSU.

Of the 241,277 shares issued, a total of 94,862 were surrendered by the participants for payroll taxes, resulting in a net issuance of 146,415 shares due to the vesting of the 2021 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.

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

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

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therefore, the vesting of the PSUs did not impact compensation costs in our 2023 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.

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.

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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, 2024 and 2023 .

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 %.

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 December 31, 2024 and 2023 is a discount rate of 13.0 % 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 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.

At December 31, 2024 and 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 December 31, 2024 and 2023 , $ 11.8 million and $ 12.6 million, respectively, is included in other assets, net on the consolidated balance sheets.

The discount associated with this investment of $ 1.8 million and $ 2.0 million as of December 31, 2024 and 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 consolidated statements of operations.

The following tables summarize the changes in fair value of the Company’s Level 3 investment available for sale asset:

The following table summarizes the changes in fair value of the Company’s Level 3 investment available for sale asset:

Year Ended December 31,

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Included in other comprehensive income (loss)

165 ( 1,684 )

Purchases, sales, issuances and settlements:

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

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

December 31, 2024

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(In thousands)

Note receivable

$ 419 $ 419 $ 419 Level 3

Obligation under assessment arrangements

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as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

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 values of our obligation under assessment arrangements as of December 31, 2024 and 2023 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 estimated 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, 2024 and 2023 .

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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 .

There were no transfers between Level 1, Level 2 and Level 3 measurements during the years ended December 31, 2024 and 2023 .

EMPLOYEE BENEFIT PLANS

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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:

We have four reportable segments consisting of:

(i) Las Vegas Locals;

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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.

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, inclusive of our acquisition of Pala Interactive on November 1, 2022, and our acquisition of Resorts Digital on September 1, 2024.

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

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.

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 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.

Results for Downtown Las Vegas include the results of our Hawaii-based travel agency 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.

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$ 2,674,730 $ 275,979 $ 189,071 $ 253,898 $ 26,905 $ 134,794 $ 3,555,377

( 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.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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( 10 ) 1,563 2,884

1,563 2,884 3,387

Total other expense, net

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$ 577,952 $ 620,023 $ 639,377

( 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.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

Total Reportable Segment Expenses

The Company's chief operating decision maker ("CODM") is our President and Chief Executive Officer.

To monitor performance, the CODM regularly receives and reviews revenue and Adjusted EBITDAR information monthly for each operating segment aggregated by reportable segment, as well as consolidated expense information.

Additionally, the CODM receives estimated and forecasted expense information by operating segment, as well as Adjusted EBITDAR margins and customer play on a segment basis.

The CODM uses Adjusted EBITDAR margins to monitor the operating efficiencies of segments and customer play trends to monitor the overall health of the player in each segment.

The CODM evaluates operating performance and allocates resources based on revenue and Adjusted EBITDAR.

In particular, the CODM utilizes Adjusted EBITDAR to evaluate total company performance and individual operating segment performance.

In addition, the CODM utilizes Adjusted EBITDAR in the evaluation of incentive compensation and in the annual budget process.

Finally, the CODM uses Adjusted EBITDAR in the evaluation of potential acquisitions.

As expense information provided is either at the consolidated Company level or is estimated or forecasted, and the CODM is not able to easily compute any segment expenses, the Company has aggregated all expenses into a single other segment expense category to reconcile segment revenues to Adjusted EBITDAR, the segment performance measure.

The following table reconciles, for the periods indicated, the revenues of our Reportable Segments and our Managed & Other category to Adjusted EBITDAR.

(In thousands)

Year Ended December 31, 2024

$ 894,508 $ 230,091 $ 2,063,415 $ 606,233 $ 135,947 $ 3,930,194

Other segment expenses (1)

466,085 146,766 1,297,709 498,629 39,794 2,448,983

Corporate expense

— — — — — 90,618

Adjusted EBITDAR

$ 428,423 $ 83,325 $ 765,706 $ 107,604 $ 96,153 $ 1,390,593

Year Ended December 31, 2023

$ 928,118 $ 222,407 $ 2,041,945 $ 422,211 $ 123,811 $ 3,738,492

Other segment expenses (1)

457,147 136,900 1,260,272 359,874 39,333 2,253,526

Corporate expense

— — — — — 90,175

Adjusted EBITDAR

$ 470,971 $ 85,507 $ 781,673 $ 62,337 $ 84,478 $ 1,394,791

Year Ended December 31, 2022

$ 930,730 $ 215,332 $ 2,076,066 $ 253,898 $ 79,351 $ 3,555,377

Other segment expenses (1)

449,087 129,283 1,245,284 214,120 38,370 2,076,144

Corporate expense

— — — — — 88,724

Adjusted EBITDAR

$ 481,643 $ 86,049 $ 830,782 $ 39,778 $ 40,981 $ 1,390,509

( 1 ) Other segment expenses include gaming taxes, payroll and payroll related costs, advertising, property insurance, property taxes, professional fees, utilities, and various other expenses 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:

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

(In thousands)

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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:

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

Year Ended December 31,

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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 .

Marianne Boyd Johnson, our Executive Chairman of the Board of Directors, together with her immediate family, beneficially owned approxima tely 27 % of our outstanding shares of common stock as of December 31, 2024 .

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.

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

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.

During this period, up to the filing date, other than the following:

(i) an $ 0.18 per share cash dividend declared by the Board of Directors on February 20, 2025 and payable April 15, 2025 to shareholders of record on March 17, 2025 ;

and (ii) agreements related to our Norfolk, Virginia project, as discussed further below, 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.

Pursuant to the October 21, 2024, agreements between the Company and the Tribe, PITGA, and GEC, on February 14, 2025, the Company entered into agreements in furtherance of its previously disclosed intentions to develop and build the Norfolk Casino in cooperation with the Tribe, PITGA and GEC.

The agreements provide for the Company to serve as the exclusive developer and manager of the Norfolk Casino, which, pending receipt of final regulatory approvals, is expected to open a transitional casino facility in November 2025 and a full casino hotel resort in late 2027.

The Company anticipates incurring aggregate expenditures of approximately $ 750 million in connection with the Norfolk Casino project, as discussed in Part II, Item 7, Management ’ s Discussion and Analysis of Financial Condition and Results of Operations - Commitments .

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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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-K

Item 8. Financial Statements and Supplementary Data