8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________________________________

FORM 8-K

____________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 25, 2022

____________________________________________________________________

Boyd Gaming Corporation

(Exact Name of Registrant as Specified in its Charter)

____________________________________________________________________

Nevada	001-12882	88-0242733
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

6465 South Rainbow Boulevard 

Las Vegas, Nevada 89118

(Address of Principal Executive Offices, Including Zip Code)

(702) 792-7200

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

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

Item 2.02.     Results of Operations and Financial Condition.

On October 25, 2022, Boyd Gaming Corporation issued a press release announcing its financial results for the third quarter ended September 30, 2022. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated October 25, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	October 25, 2022	Boyd Gaming Corporation
	By:	/s/ Lori M. Nelson
		Lori M. Nelson
		Senior Vice President Financial Operations and Reporting and Interim Chief Accounting Officer

EX-99.1

Exhibit 99.1

Financial Contact:	Media Contact:
Josh Hirsberg	David Strow
(702) 792-7234	(702) 792-7386
joshhirsberg@boydgaming.com	davidstrow@boydgaming.com

BOYD GAMING REPORTS THIRD-QUARTER 2022 RESULTS

LAS VEGAS - OCTOBER 25, 2022 - Boyd Gaming Corporation (NYSE: BYD) today reported financial results for the third quarter ended September 30, 2022.

Keith Smith, President and Chief Executive Officer of Boyd Gaming, said: “This quarter was another solid performance by our Company, as we achieved third-quarter EBITDAR that was second only to last year’s record quarterly performance.  These results were driven by a continued focus on core customers and sustained efficiencies throughout our business, as our operating model is successfully meeting today’s challenges and delivering consistent results. Our strong operating performance is producing robust free cash flow, allowing us to return nearly $500 million in capital to our shareholders so far this year. Overall, we are encouraged by the resiliency of our business, and remain confident in our strategy and our ability to deliver consistent results in the current economic environment.”

Boyd Gaming reported third-quarter 2022 revenues of $877.3 million, increasing from $843.1 million in the third quarter of 2021. The Company reported net income of $157.0 million, or $1.46 per share, for the third quarter of 2022, compared to $138.2 million, or $1.21 per share, for the year-ago period.

Total Adjusted EBITDAR⁽¹⁾ was $337.7 million in the third quarter of 2022, compared to $340.7 million in the third quarter of 2021. Adjusted Earnings⁽¹⁾ for the third quarter of 2022 were $159.2 million, or $1.48 per share, compared to $149.0 million, or $1.30 per share, for the same period in 2021. 

^{(1) See footnotes at the end of the release for additional information relative to non-GAAP financial measures.}

1

Operations Review

In the Las Vegas Locals segment, revenue trends remained consistent with recent quarters as play from core customers continued to grow. EBITDAR for the segment remained well above pre-pandemic levels, rising nearly 75% over the third quarter of 2019 and trailing only last year’s record third quarter. Midwest & South segment results include management fees from Sky River Casino, which opened in August 2022, and contributions from the Company’s online sports-betting partnerships. Excluding these items, on a property-level basis the Midwest & South segment grew revenues slightly year-over-year while EBITDAR nearly matched last year’s record third-quarter results. When compared to the third quarter of 2019, property-level EBITDAR grew 37% in the Midwest & South segment. The Downtown Las Vegas segment delivered record third-quarter EBITDAR and margins, with EBITDAR increasing 49% over the third quarter of 2019.  Segment results benefited from strong performance from the Company’s Hawaiian customers, as well as the reopening of Main Street Station in September 2021. 

Additional Company Updates

Boyd Gaming opened Sky River Casino near Sacramento, California on August 15, 2022.  The Company has a seven-year management agreement to operate Sky River on behalf of the Wilton Rancheria Tribe.  Management fees from Sky River are reported within the Company’s Midwest & South segment.

The Company continues to make progress toward completing its previously announced acquisition of Pala Interactive for cash consideration of $170 million, and anticipates it will close the acquisition in the next several weeks.

Dividend and Share Repurchase Program Update

Boyd Gaming paid a quarterly cash dividend of $0.15 per share on October 15, 2022, to shareholders of record on September 30, 2022.

As part of its recurring share repurchase program, the Company repurchased approximately $135 million in stock during the third quarter of 2022. As of September 30, 2022, the Company had approximately $346 million remaining under current share repurchase authorizations.

Balance Sheet Statistics

As of September 30, 2022, Boyd Gaming had cash on hand of $252.3 million, and total debt of $2.91 billion. 

Conference Call Information

Boyd Gaming will host a conference call to discuss its third-quarter 2022 results today, October 25, at 5:00 p.m. Eastern.  The conference call number is (844) 200-6205, or (833) 950-0062 for Canadian callers and +1 (929) 526-1599 for international callers.  The conference call passcode is 589824.  Please join up to 15 minutes in advance to ensure you are connected prior to the start of the call.  

The conference call will also be available live on the Internet at https://investors.boydgaming.com, or https://events.q4inc.com/attendee/562935205.

A replay will be available by dialing (866) 813-9403 (Canada (226) 828-7578, international +44 204 525 0658) on Tuesday, October 25 after the conclusion of the call, and continuing through Tuesday, November 1.  The conference number for the replay is 968187.  The replay will also be available at https://investors.boydgaming.com.

2

BOYD GAMING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands, except per share data)	2022			2021			2022			2021
Revenues
Gaming	$	667,975		$	674,227		$	2,020,854		$	2,019,615
Food & beverage		67,792			61,101			201,834			162,641
Room		46,672			44,317			138,985			109,384
Other		94,824			63,415			270,783			198,329
Total revenues		877,263			843,060			2,632,456			2,489,969
Operating costs and expenses
Gaming		251,814			249,685			756,356			741,176
Food & beverage		58,502			50,659			169,892			136,391
Room		17,783			15,074			51,058			41,413
Other		57,197			41,644			174,699			128,038
Selling, general and administrative		92,950			91,159			280,659			271,639
Master lease rent expense (a)		26,828			26,306			79,788			78,396
Maintenance and utilities		40,789			35,868			108,196			95,256
Depreciation and amortization		64,956			67,586			194,191			199,332
Corporate expense		26,375			28,264			90,251			86,295
Project development, preopening and writedowns		9,645			10,646			528			13,515
Impairment of assets		5,575			—			5,575			—
Other operating items, net		(12,610	)		3,023			(12,324	)		15,295
Total operating costs and expenses		639,804			619,914			1,898,869			1,806,746
Operating income		237,459			223,146			733,587			683,223
Other expense (income)
Interest income		(2,073	)		(442	)		(2,976	)		(1,406	)
Interest expense, net of amounts capitalized		36,001			45,171			110,125			158,192
Loss on early extinguishments and modifications of debt		—			42			19,809			65,517
Other, net		170			119			3,667			2,288
Total other expense, net		34,098			44,890			130,625			224,591
Income before income taxes		203,361			178,256			602,962			458,632
Income tax provision		(46,359	)		(40,082	)		(136,269	)		(104,568	)
Net income	$	157,002		$	138,174		$	466,693		$	354,064
Basic net income per common share	$	1.46		$	1.21		$	4.24		$	3.11
Weighted average basic shares outstanding		107,743			114,095			110,002			113,835
Diluted net income per common share	$	1.46		$	1.21		$	4.24		$	3.10
Weighted average diluted shares outstanding		107,840			114,284			110,135			114,099

__________________________________________

(a) Rent expense incurred by those properties subject to a master lease with a real estate investment trust.

3

BOYD GAMING CORPORATION

SUPPLEMENTAL INFORMATION

Reconciliation of Adjusted EBITDA to Net Income

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands)	2022			2021			2022			2021
Total Revenues by Reportable Segment
Las Vegas Locals	$	225,791		$	231,264		$	689,814		$	649,782
Downtown Las Vegas		49,507			42,137			152,890			102,350
Midwest & South		601,965			569,659			1,789,752			1,737,837
Total revenues	$	877,263		$	843,060		$	2,632,456		$	2,489,969
Adjusted EBITDAR by Reportable Segment
Las Vegas Locals	$	111,733		$	125,360		$	355,762		$	349,572
Downtown Las Vegas		17,704			13,222			58,216			31,083
Midwest & South		230,195			222,058			682,725			700,199
Property Adjusted EBITDAR		359,632			360,640			1,096,703			1,080,854
Corporate expense, net of share-based compensation expense (a)		(21,934	)		(19,943	)		(66,296	)		(62,165	)
Adjusted EBITDAR		337,698			340,697			1,030,407			1,018,689
Master lease rent expense (b)		(26,828	)		(26,306	)		(79,788	)		(78,396	)
Adjusted EBITDA		310,870			314,391			950,619			940,293
Other operating costs and expenses
Deferred rent		192			207			576			621
Depreciation and amortization		64,956			67,586			194,191			199,332
Share-based compensation expense		5,653			9,783			28,486			28,307
Project development, preopening and writedowns		9,645			10,646			528			13,515
Impairment of assets		5,575			—			5,575			—
Other operating items, net		(12,610	)		3,023			(12,324	)		15,295
Total other operating costs and expenses		73,411			91,245			217,032			257,070
Operating income		237,459			223,146			733,587			683,223
Other expense (income)
Interest income		(2,073	)		(442	)		(2,976	)		(1,406	)
Interest expense, net of amounts capitalized		36,001			45,171			110,125			158,192
Loss on early extinguishments and modifications of debt		—			42			19,809			65,517
Other, net		170			119			3,667			2,288
Total other expense, net		34,098			44,890			130,625			224,591
Income before income taxes		203,361			178,256			602,962			458,632
Income tax provision		(46,359	)		(40,082	)		(136,269	)		(104,568	)
Net income	$	157,002		$	138,174		$	466,693		$	354,064

__________________________________________

(a) Reconciliation of corporate expense:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands)	2022			2021			2022			2021
Corporate expense as reported on Condensed Consolidated Statements of Operations	$	26,375		$	28,264		$	90,251		$	86,295
Corporate share-based compensation expense		(4,441	)		(8,321	)		(23,955	)		(24,130	)
Corporate expense, net, as reported on the above table	$	21,934		$	19,943		$	66,296		$	62,165

(b) Rent expense incurred by those properties subject to a master lease with a real estate investment trust.

4

BOYD GAMING CORPORATION

SUPPLEMENTAL INFORMATION

Reconciliations of Net Income to Adjusted Earnings

and Net Income Per Share to Adjusted Earnings Per Share 

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands, except per share data)	2022			2021			2022			2021
Net income	$	157,002		$	138,174		$	466,693		$	354,064
Pretax adjustments:
Project development, preopening and writedowns		9,645			10,646			528			13,515
Impairment of assets		5,575			—			5,575			—
Other operating items, net		(12,610	)		3,023			(12,324	)		15,295
Loss on early extinguishments and modifications of debt		—			42			19,809			65,517
Other, net		170			119			3,667			2,288
Total adjustments		2,780			13,830			17,255			96,615
Income tax effect for above adjustments		(616	)		(2,992	)		(3,712	)		(20,843	)
Adjusted earnings	$	159,166		$	149,012		$	480,236		$	429,836
Net income per share, diluted	$	1.46		$	1.21		$	4.24		$	3.10
Pretax adjustments:
Project development, preopening and writedowns		0.09			0.09			—			0.12
Impairment of assets		0.05			—			0.05			—
Other operating items, net		(0.11	)		0.03			(0.11	)		0.13
Loss on early extinguishments and modifications of debt		—			—			0.18			0.58
Other, net		—			—			0.03			0.02
Total adjustments		0.03			0.12			0.15			0.85
Income tax effect for above adjustments		(0.01	)		(0.03	)		(0.03	)		(0.18	)
Adjusted earnings per share, diluted	$	1.48		$	1.30		$	4.36		$	3.77
Weighted average diluted shares outstanding		107,840			114,284			110,135			114,099

5

Non-GAAP Financial Measures

Our financial presentations include the following non-GAAP financial measures:

● EBITDA: earnings before interest, taxes, depreciation and amortization,

● Adjusted EBITDA: EBITDA adjusted for deferred rent, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt and other items, net,

● EBITDAR: EBITDA further adjusted for rent expense associated with master leases with a real estate investment trust,

● Adjusted EBITDAR: Adjusted EBITDA further adjusted for rent expense associated with master leases with a real estate investment trust,

● Adjusted Earnings: net income before project development, preopening and writedown expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, and other non-recurring adjustments, net, and,

● Adjusted Earnings Per Share (Adjusted EPS): Adjusted Earnings divided by weighted average diluted shares outstanding.

Collectively, we refer to these and other non-GAAP financial measures as the “Non-GAAP Measures”. 

The Non-GAAP Measures are commonly used measures of performance in our industry that we believe, when considered with measures calculated in accordance with accounting principles generally accepted in the United States (GAAP), provide our investors with a more complete understanding of our operating results and facilitates comparisons between us and our competitors. We provide this information to investors to enable them to perform comparisons of our past, present and future operating results and as a means to evaluate the results of core on-going operations. We have historically reported these measures to our investors and believe that the continued inclusion of the Non-GAAP Measures provides consistency in our financial reporting. We also believe this information is useful to investors in allowing greater transparency related to significant measures used by our management in their financial and operational decision-making, their evaluation of total company and individual property performance, in the evaluation of incentive compensation and in the annual budget process. Management also uses Non-GAAP Measures in the evaluation of potential acquisitions and dispositions. We believe these measures continue to be used by investors in their assessment of our operating performance and the valuation of our company.

The use of Non-GAAP Measures has certain limitations. Our presentation of the Non-GAAP Measures may be different from the presentation used by other companies and therefore comparability may be limited. While excluded from certain of the Non-GAAP Measures, depreciation and amortization expense, interest expense, income taxes and other items have been and will be incurred. Each of these items should also be considered in the overall evaluation of our results. Additionally, the Non-GAAP Measures do not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. We compensate for these limitations by providing the relevant disclosure of our depreciation and amortization, interest and income taxes, capital expenditures and other items both in our reconciliations to the historical GAAP financial measures and in our consolidated financial statements, all of which should be considered when evaluating our performance. We do not provide a reconciliation of forward-looking Non-GAAP Measures to the corresponding forward-looking GAAP measure due to our inability to project special charges and certain expenses.

The Non-GAAP Measures are to be used in addition to and in conjunction with results presented in accordance with GAAP. The Non-GAAP Measures should not be considered as an alternative to net income, operating income, or any other operating performance measure prescribed by GAAP, nor should these measures be relied upon to the exclusion of GAAP financial measures. The Non-GAAP Measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding historical GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. Management strongly encourages investors to review our financial information in its entirety and not to rely on a single financial measure.

6

Forward-looking Statements and Company Information

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as “may,” “will,” “might,” “expect,” “believe,” “anticipate,” “could,” “would,” “estimate,” “continue,” “pursue,” or the negative thereof or comparable terminology, and may include (without limitation) information regarding the Company's expectations, goals or intentions regarding future performance. In addition, forward-looking statements in this press release, as well as in our earnings conference call remarks, include statements regarding continued growth in visitation and spending among the Company’s core customers, the Company’s views that it will be able to drive continued revenue and EBITDAR growth throughout its business, the impacts of COVID-19 on the Company, the Company’s operating strategy, the Company’s confidence in its long-term growth trajectory, and the Company’s plans with respect to share repurchases and returning capital to shareholders. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement.  These risks and uncertainties include but are not limited to: the ongoing uncertainty about COVID-19, its duration and impact, the extent of consumer demand, potential negative effects on the Company’s workforce, suppliers, contractors and other partners, as well as the impact on the customer experience of necessary health and safety measures implemented at the direction of state and local governments and gaming regulators.  Risks also include fluctuations in the Company's operating results; the political climate and its effects on consumer spending and its impact on the travel industry; the state of the economy and its effect on consumer spending; the impact and effects of the local economies in the markets where the Company operates; the receipt of legislative, and other state, federal and local approvals for the Company's development projects; developments in legalization of online gaming, the Company's ability to operate online gaming profitably, or otherwise; consumer reaction to fluctuations in the stock market and economic factors; the effects of events adversely impacting the economy or the regions from which the Company draws a significant percentage of its customers; competition; litigation; financial community and rating agency perceptions of the Company; changes in laws and regulations, weather, regulation, economic, credit and capital market conditions; and the effects of war, terrorist or similar activity. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of the Company's Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and in the Company's other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.

About Boyd Gaming

Founded in 1975, Boyd Gaming Corporation (NYSE: BYD) is a leading geographically diversified operator of 28 gaming entertainment properties in 10 states, and manager of a tribal casino in northern California. The Company is also a strategic partner and 5% equity owner of FanDuel Group, the nation's leading sports-betting operator. With one of the most experienced leadership teams in the casino industry, Boyd Gaming prides itself on offering its guests an outstanding entertainment experience, delivered with unwavering attention to customer service.  Through a long-standing company philosophy called Caring the Boyd Way, Boyd Gaming is committed to advancing Environmental, Social and Corporate Governance (ESG) initiatives that positively impact the Company's stakeholders and communities.  For additional Company information and press releases, visit https://investors.boydgaming.com.

7

XML

Document And Entity Information	Oct. 25, 2022
Document Information [Line Items]
Entity, Registrant Name	Boyd Gaming Corporation
Document, Type	8-K
Document, Period End Date	Oct. 25, 2022
Entity, Incorporation, State or Country Code	NV
Entity, File Number	001-12882
Entity, Tax Identification Number	88-0242733
Entity, Address, Address Line One	6465 South Rainbow Boulevard
Entity, Address, City or Town	Las Vegas
Entity, Address, State or Province	NV
Entity, Address, Postal Zip Code	89118
City Area Code	702
Local Phone Number	792-7200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	BYD
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000906553