Condensed Consolidating Financial Information (Tables)

9 Months Ended

Sep. 30, 2014

Schedule of adjustments [Line Items]

Schedule of adjustments

The Company has adjusted certain prior year amounts in the above condensed consolidating financial information to (1) correct the December 31, 2013 condensed consolidating balance sheet and correct the condensed consolidating statements of operations and cash flows for the three and nine months ended September 30, 2013 to add Boyd Acquisition, LLC as a Guarantor and to release Echelon Resorts, LLC as a Guarantor as a result of Supplemental Indentures to the notes, (2) correct prior year intercompany revenues and expenses and equity in earnings of subsidiaries presented in the statement of operations information, (3) correct prior year amounts in the statements of cash flows to reflect certain intercompany activities between the parent and the sub-groups as cash flows from investing and financing activities that had previously been reflected within cash flows from operating activities, and (4) properly record the impact of certain reclassification and tax entries within the correct sub-group. We believe the effect of the corrections are immaterial to the prior year financial statements. The application of these adjustments to the prior year consolidating information are summarized as follows:

(In thousands)	As Previously Reported			Adjustment			As Reclassified and Restated
Year Ended December 31, 2013
Total Assets
Parent	$	3,392,130		$	—		$	3,392,130
Guarantor Subsidiaries	3,468,242			804,906			4,273,148
Non-Guarantor Subsidiaries (100% Owned)	1,592,946			20,350			1,613,296
Non-Guarantor Subsidiaries (Not 100% Owned)	1,334,814			—			1,334,814
Eliminations	(4,046,401		)	(825,256		)	(4,871,657		)
Consolidated	$	5,741,731		$	—		$	5,741,731
(In thousands)	As Previously Reported			Adjustment			As Reclassified and Restated
Three Months Ended September 30, 2013
Net income (loss)
Parent	$	(37,267	)	$	—		$	(37,267	)
Guarantor Subsidiaries	21,047			(4,024		)	17,023
Non-Guarantor Subsidiaries (100% Owned)	(17,086		)	1,084			(16,002		)
Non-Guarantor Subsidiaries (Not 100% Owned)	5,432			—			5,432
Eliminations	(6,721		)	2,940			(3,781		)
Consolidated	$	(34,595	)	$	—		$	(34,595	)
(In thousands)	As Previously Reported			Adjustment			As Reclassified and Restated
Nine Months Ended September 30, 2013
Net income (loss)
Parent	$	(32,924	)	$	—		$	(32,924	)
Guarantor Subsidiaries	109,280			(8,958		)	100,322
Non-Guarantor Subsidiaries (100% Owned)	(4,266		)	(9,091		)	(13,357		)
Non-Guarantor Subsidiaries (Not 100% Owned)	(15,552		)	—			(15,552		)
Eliminations	(97,501		)	18,049			(79,452		)
Consolidated	$	(40,963	)	$	—		$	(40,963	)
(In thousands)	As Previously Reported			Adjustment			As Reclassified and Restated
Nine Months Ended September 30, 2013
Cash flows from operating activities
Parent	$	143,937		$	(348,905	)	$	(204,968	)
Guarantor Subsidiaries	16,964			331,703			348,667
Non-Guarantor Subsidiaries (100% Owned)	12,695			17,062			29,757
Non-Guarantor Subsidiaries (Not 100% Owned)	64,420			(4,112		)	60,308
Eliminations	(4,233		)	4,252			19
Consolidated	$	233,783		$	—		$	233,783

Schedule of Condensed Balance Sheet

Condensed Consolidating Balance Sheets

	September 30, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	2		$	91,028		$	29,661		$	219		$	—		$	120,910
Other current assets	7,391			73,633			30,061			—			(1,544		)	109,541
Property and equipment, net	56,617			1,773,400			448,837			—			—			2,278,854
Investments in subsidiaries	3,340,711			177,048			—			—			(3,296,359		)	221,400
Intercompany receivable	—			1,644,006			—			—			(1,644,006		)	—
Other assets, net	37,872			6,638			66,146			—			—			110,656
Intangible assets, net	—			463,910			519,000			—			—			982,910
Goodwill, net	—			212,794			472,516			—			—			685,310
Total assets	$	3,442,593		$	4,442,457		$	1,566,221		$	219		$	(4,941,909	)	$	4,509,581
Liabilities and Stockholders'    Equity
Current maturities of long-term debt	$	21,500		$	—		$	6,193		$	—		$	—		$	27,693
Other current liabilities	52,748			190,007			80,349			—			(510		)	322,594
Accumulated losses of subsidiaries in excess of investment	—			—			228			—			(228		)	—
Intercompany payable	672,643			—			971,726			363			(1,644,732		)	—
Long-term debt, net of current    maturities	2,193,920			—			1,238,805			—			—			3,432,725
Other long-term liabilities	39,225			180,754			43,983			—			—			263,962
Common stock	1,084			31,124			(27		)	—			(31,097		)	1,084
Additional paid-in capital	914,391			2,717,796			248,203			4,250			(2,970,249		)	914,391
Retained earnings (deficit)	(452,692		)	1,323,001			(1,023,014		)	(4,394		)	(295,593		)	(452,692		)
Accumulated other    comprehensive loss, net	(226		)	(225		)	(225		)	—			450			(226		)
Total Boyd Gaming Corporation    stockholders' equity (deficit)	462,557			4,071,696			(775,063		)	(144		)	(3,296,489		)	462,557
Noncontrolling interest	—			—			—			—			50			50
Total stockholders' equity (deficit)	462,557			4,071,696			(775,063		)	(144		)	(3,296,439		)	462,607
Total liabilities and stockholders'    equity	$	3,442,593		$	4,442,457		$	1,566,221		$	219		$	(4,941,909	)	$	4,509,581

Condensed Consolidating Balance Sheets - continued

	December 31, 2013
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
				Guarantor		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—		$	106,445	$	33,766		$	37,627		$	—		$	177,838
Other current assets	13,772			67,991		28,639			48,414			(1,974		)	156,842
Property and equipment, net	69,309			1,808,450		460,789			1,167,065			—			3,505,613
Investments in subsidiaries	3,265,579			129,692		—			—			(3,395,271		)	—
Intercompany receivable	—			1,474,412		—			—			(1,474,412		)	—
Other assets, net	43,470			8,105		72,185			21,708			—			145,468
Intangible assets, net	—			465,259		545,401			60,000			—			1,070,660
Goodwill, net	—			212,794		472,516			—			—			685,310
Total assets	$	3,392,130		$	4,273,148	$	1,613,296		$	1,334,814		$	(4,871,657	)	$	5,741,731
Liabilities and Stockholders'    Equity
Current maturities of long-term debt	$	21,500		$	—	$	8,259		$	3,800		$	—		$	33,559
Other current liabilities	57,156			186,539		70,678			103,833			2,098			420,304
Accumulated losses of subsidiaries in excess of investment	—			—		2,026			—			(2,026		)	—
Intercompany payable	512,358			—		966,128			265			(1,478,751		)	—
Long-term debt, net of current maturities	2,285,910			—		1,269,562			797,460			—			4,352,932
Other long-term liabilities	45,219			178,764		33,297			27,219			—			284,499
Common stock	1,082			31,124		(27		)	—			(31,097		)	1,082
Additional paid-in capital	902,496			2,736,895		248,083			480,833			(3,465,811		)	902,496
Retained earnings (deficit)	(432,074		)	1,139,826		(983,193		)	(78,596		)	(78,037		)	(432,074		)
Accumulated other comprehensive loss, net	(1,517		)	—		(1,517		)	—			1,517			(1,517		)
Total Boyd Gaming Corporation stockholders' equity (deficit)	469,987			3,907,845		(736,654		)	402,237			(3,573,428		)	469,987
Noncontrolling interest	—			—		—			—			180,450			180,450
Total stockholders' equity (deficit)	469,987			3,907,845		(736,654		)	402,237			(3,392,978		)	650,437
Total liabilities and stockholders' equity	$	3,392,130		$	4,273,148	$	1,613,296		$	1,334,814		$	(4,871,657	)	$	5,741,731

Schedule of Condensed Income Statement

Condensed Consolidating Statements of Operations

	Three Months Ended September 30, 2014
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
				Guarantor		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	28,690		$	398,573	$	135,380		$	209,946		$	(33,746	)	$	738,843
Costs and expenses
Operating	450			220,640		76,790			105,982			—			403,862
Selling, general and    administrative	11,665			55,703		14,164			31,973			(69		)	113,436
Maintenance and utilities	—			25,967		3,967			15,116			—			45,050
Depreciation and amortization	1,246			31,475		19,309			14,138			—			66,168
Corporate expense	14,060			57		947			—			—			15,064
Preopening expenses	2			—		1,245			15			—			1,262
Impairments of assets	—			12,098		6,181			—			—			18,279
Asset transactions costs	(1		)	1,852		838			375			—			3,064
Other operating items, net	592			—		1			(1,709		)	—			(1,116		)
Intercompany expenses	301			28,398		4,978			—			(33,677		)	—
Total costs and expenses	28,315			376,190		128,420			165,890			(33,746		)	665,069
Equity in earnings of subsidiaries	18,973			12		(15		)	—			(18,970		)	—
Operating income (loss)	19,348			22,395		6,945			44,056			(18,970		)	73,774
Other expense (income)
Interest expense, net	33,230			1,254		22,661			17,809			—			74,954
Loss on early extinguishments of debt	—			—		71			—			—			71
Other, net	—			—		116			—			—			116
Total other expense, net	33,230			1,254		22,848			17,809			—			75,141
Income (loss) before income taxes	(13,882		)	21,141		(15,903		)	26,247			(18,970		)	(1,367		)
Income taxes benefit (expense)	(1,223		)	5,829		(3,858		)	(2,709		)	—			(1,961		)
Net income (loss)	(15,105		)	26,970		(19,761		)	23,538			(18,970		)	(3,328		)
Net loss attributable to    noncontrolling interest	—			—		—			—			(11,777		)	(11,777		)
Net income (loss) attributable to    controlling interest	$	(15,105	)	$	26,970	$	(19,761	)	$	23,538		$	(30,747	)	$	(15,105	)
Comprehensive income (loss)	$	(14,424	)	$	27,651	$	(19,080	)	$	23,538		$	(20,332	)	$	(2,647	)

Condensed Consolidating Statements of Operations - continued

	Three Months Ended September 30, 2013
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	32,018		$	400,874		$	143,022		$	200,051		$	(37,396	)	$	738,569
Costs and expenses
Operating	462			223,748			80,857			100,573			—			405,640
Selling, general and    administrative	11,698			58,809			15,510			36,830			(10		)	122,837
Maintenance and utilities	—			25,639			4,040			16,056			—			45,735
Depreciation and amortization	1,610			30,281			22,774			14,337			—			69,002
Corporate expense	11,423			(7		)	668			—			—			12,084
Preopening expense	(537		)	—			1,883			329			—			1,675
Impairments of assets	—			—			1,250			—			—			1,250
Asset transactions costs	(1,692		)	232			299			(201		)	—			(1,362		)
Other operating items, net	134			43			63			3,146			—			3,386
Intercompany expenses	301			31,768			5,317			—			(37,386		)	—
Total costs and expenses	23,399			370,513			132,661			171,070			(37,396		)	660,247
Equity in earnings of subsidiaries	16,822			(13,041		)	—			—			(3,781		)	—
Operating income (loss)	25,441			17,320			10,361			28,981			(3,781		)	78,322
Other expense (income)
Interest expense, net	36,936			2,270			23,104			20,282			—			82,592
Loss on early extinguishments of debt	24,605			—			—			2,536			—			27,141
Other, net	136			—			—			—			—			136
Total other expense, net	61,677			2,270			23,104			22,818			—			109,869
Income (loss) from continuing    operations before income taxes	(36,236		)	15,050			(12,743		)	6,163			(3,781		)	(31,547		)
Income taxes benefit (expense)	(1,031		)	1,973			(3,259		)	(731		)	—			(3,048		)
Income (loss) from continuing    operations, net of tax	(37,267		)	17,023			(16,002		)	5,432			(3,781		)	(34,595		)
Income (loss) from discontinued    operations, net of tax	—			—			—			—			—			—
Net income (loss)	(37,267		)	17,023			(16,002		)	5,432			(3,781		)	(34,595		)
Net income attributable to    noncontrolling interest	—			—			—			—			(2,672		)	(2,672		)
Net income (loss) attributable to    controlling interest	$	(37,267	)	$	17,023		$	(16,002	)	$	5,432		$	(6,453	)	$	(37,267	)
Comprehensive income (loss)	$	(37,216	)	$	17,074		$	(15,951	)	$	5,432		$	(3,882	)	$	(34,543	)

Condensed Consolidating Statements of Operations - continued

	Nine Months Ended September 30, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	87,719		$	1,215,918		$	410,235		$	559,064		$	(103,210	)	$	2,169,726
Costs and expenses
Operating	1,350			660,321			229,844			290,005			—			1,181,520
Selling, general and administrative	35,010			169,837			42,859			101,930			(142		)	349,494
Maintenance and utilities	—			72,855			11,271			47,211			—			131,337
Depreciation and amortization	4,399			94,351			57,366			42,129			—			198,245
Corporate expense	49,884			167			2,554			—			—			52,605
Preopening expense	44			6			3,389			397			—			3,836
Impairments of assets	320			13,116			6,769			—			—			20,205
Asset transactions costs	57			3,341			1,306			374			—			5,078
Other operating items, net	164			—			84			(2,111		)	—			(1,863		)
Intercompany expenses	903			86,946			15,219			—			(103,068		)	—
Total costs and expenses	92,131			1,100,940			370,661			479,935			(103,210		)	1,940,457
Equity in earnings of subsidiaries	84,689			(9,127		)	(128		)	—			(75,434		)	—
Operating income (loss)	80,277			105,851			39,446			79,129			(75,434		)	229,269
Other expense (income)
Interest expense, net	99,045			4,542			67,893			53,327			—			224,807
Loss on early extinguishments of debt	—			—			1,129			—			—			1,129
Other, net	—			—			498			—			—			498
Total other expense, net	99,045			4,542			69,520			53,327			—			226,434
Income (loss) before income taxes	(18,768		)	101,309			(30,074		)	25,802			(75,434		)	2,835
Income taxes benefit (expense)	(1,850		)	4,377			(11,452		)	(3,125		)	—			(12,050		)
Net income (loss)	(20,618		)	105,686			(41,526		)	22,677			(75,434		)	(9,215		)
Net loss attributable to noncontrolling interest	—			—			—			—			(11,403		)	(11,403		)
Net income (loss) attributable to controlling interest	$	(20,618	)	$	105,686		$	(41,526	)	$	22,677		$	(86,837	)	$	(20,618	)
Comprehensive income (loss)	$	(19,327	)	$	106,977		$	(40,235	)	$	22,677		$	(78,016	)	$	(7,924	)

Condensed Consolidating Statements of Operations - continued

	Nine Months Ended September 30, 2013
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	106,132		$	1,253,582		$	437,395		$	540,505		$	(124,713	)	$	2,212,901
Costs and expenses
Operating	1,386			680,970			241,394			279,676			—			1,203,426
Selling, general and administrative	35,183			179,365			48,131			111,227			(41		)	373,865
Maintenance and utilities	—			70,087			11,073			44,826			—			125,986
Depreciation and amortization	5,008			90,992			67,910			45,448			—			209,358
Corporate expense	39,463			87			3,038			—			—			42,588
Preopening expense	563			—			5,812			387			(1,933		)	4,829
Impairments of assets	—			12,734			1,250			5,032			(12,734		)	6,282
Asset transactions costs	1,043			300			717			205			—			2,265
Other operating items, net	412			1,396			227			3,146			—			5,181
Intercompany expenses	912			105,158			16,669			—			(122,739		)	—
Total costs and expenses	83,970			1,141,089			396,221			489,947			(137,447		)	1,973,780
Equity in earnings of subsidiaries	89,932			(10,480		)	—			—			(79,452		)	—
Operating income (loss)	112,094			102,013			41,174			50,558			(66,718		)	239,121
Other expense (income)
Interest expense, net	121,004			7,630			72,264			64,276			—			265,174
Loss on early extinguishments of debt	25,001			—			1,976			2,536			—			29,513
Other income	136			—			(471		)	—			—			(335		)
Total other expense, net	146,141			7,630			73,769			66,812			—			294,352
Income (loss) from continuing    operations before income taxes	(34,047		)	94,383			(32,595		)	(16,254		)	(66,718		)	(55,231		)
Income taxes benefit (expense)	1,123			5,939			(4,286		)	702			—			3,478
Income (loss) from continuing    operations, net of tax	(32,924		)	100,322			(36,881		)	(15,552		)	(66,718		)	(51,753		)
Income (loss) from discontinued    operations, net of tax	—			—			23,524			—			(12,734		)	10,790
Net income (loss)	(32,924		)	100,322			(13,357		)	(15,552		)	(79,452		)	(40,963		)
Net loss attributable to    noncontrolling interest	—			—			—			—			8,039			8,039
Net income (loss) attributable to   controlling interest	$	(32,924	)	$	100,322		$	(13,357	)	$	(15,552	)	$	(71,413	)	$	(32,924	)
Comprehensive income (loss)	$	(32,757	)	$	100,489		$	(13,190	)	$	(15,552	)	$	(79,786	)	$	(40,796	)

Schedule of Condensed Cash Flow Statement

Condensed Consolidating Statements of Cash Flows

	Nine Months Ended September 30, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(43,397	)	$	188,817		$	54,828		$	35,866		$	(3,613	)	$	232,501
Cash flows from investing activities
Capital expenditures	(24,090		)	(36,269		)	(22,635		)	(11,623		)	—			(94,617		)
Deconsolidation of Borgata	—			—			—			(26,891		)	—			(26,891		)
Net activity with affiliates	—			(169,594		)	5,598			98			163,898			—
Other investing activities	—			1,629			(639		)	2,197			—			3,187
Net cash from investing activities	(24,090		)	(204,234		)	(17,676		)	(36,219		)	163,898			(118,321		)
Cash flows from financing activities
Borrowings under bank credit facility	605,000			—			242,100			410,900			—			1,258,000
Payments under bank credit facility	(698,400		)	—			(283,350		)	(444,900		)	—			(1,426,650		)
Debt financing costs	(84		)	—			—			(205		)	—			(289		)
Payments on long-term debt	—			—			(7		)	—			—			(7		)
Payments on retirements of long-term debt	—			—			—			(2,850		)	—			(2,850		)
Net activity with affiliates	160,285			—			—			—			(160,285		)	—
Stock options exercised	984			—			—			—			—			984
Restricted stock units released, net	(201		)	—			—			—			—			(201		)
Other financing activities	(95		)	—			—			—			—			(95		)
Net cash from financing activities	67,489			—			(41,257		)	(37,055		)	(160,285		)	(171,108		)
Net change in cash and cash    equivalents	2			(15,417		)	(4,105		)	(37,408		)	—			(56,928		)
Cash and cash equivalents, beginning    of period	—			106,445			33,766			37,627			—			177,838
Cash and cash equivalents, end of    period	$	2		$	91,028		$	29,661		$	219		$	—		$	120,910

Condensed Consolidating Statements of Cash Flows - continued

	Nine Months Ended September 30, 2013
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(204,968	)	$	348,667		$	29,757		$	60,308		$	19		$	233,783
Cash flows from investing activities
Capital expenditures	(22,927		)	(36,191		)	(25,102		)	(16,398		)	—			(100,618		)
Proceeds from sale of Echelon, net	343,750			—			—			—			—			343,750
Proceeds from sale of other assets, net	4,875			—			—			—			—			4,875
Cash paid for exercise of LVE option	(187,000		)	—			—			—			—			(187,000		)
Investments in and advances to unconsolidated subsidiaries, net	(4,233		)	—			—			—			4,233			—
Net activity with affiliates	—			(331,703		)	(17,067		)	(121		)	348,891			—
Distributions from subsidiary	9,500			—			—			—			(9,500		)	—
Other investing activities	—			—			222			(24		)				198
Net cash from investing activities	143,965			(367,894		)	(41,947		)	(16,543		)	343,624			61,205
Cash flows from financing activities
Borrowings under bank credit facility	2,711,375			—			268,500			297,100			—			3,276,975
Payments under bank credit facility	(2,738,325		)	—			(296,688		)	(300,800		)	—			(3,335,813		)
Debt financing costs	(23,562		)	—			(10,288		)	(2,546		)	—			(36,396		)
Payments on long-term debt	(10,341		)	—			(477		)	—			—			(10,818		)
Payments on retirements of long-term debt	(459,278		)	—			—			(40,994		)	—			(500,272		)
Advances from parent	—			—			—			4,233			(4,233		)	—
Net activity with affiliates	348,910			—			—			—			(348,910		)	—
Distributions to parent	—			—			(9,500		)	—			9,500			—
Stock options exercised	13,591			—			—			—			—			13,591
Restricted stock units released, net	(354		)	—			—			—			—			(354		)
Proceeds from sale of common stock	216,467			—			—			—			—			216,467
Net cash from financing activities	58,483			—			(48,453		)	(43,007		)	(343,643		)	(376,620		)
Cash flows from discontinued    operations
Cash flows from operating activities	—			—			(2,144		)	—			—			(2,144		)
Cash flows from investing activities	—			—			56,751			—			—			56,751
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued    operations	—			—			54,607			—			—			54,607
Net change in cash and cash    equivalents	(2,520		)	(19,227		)	(6,036		)	758			—			(27,025		)
Cash and cash equivalents, beginning    of period	2,520			118,714			36,619			34,692			—			192,545
Change in cash classified as discontinued operations	—			—			283			—			—			283
Cash and cash equivalents, end of    period	$	—		$	99,487		$	30,866		$	35,450		$	—		$	165,803