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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-12882 BOYD GAMING CORPORATION (Exact name of registrant as specified in its charter) Nevada 88-0242733 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, NV 89169 (Address of principal executive offices) (Zip Code) (702) 792-7200 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value of $0.01 per share New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ 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 Act. ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È As of June 30, 2018, the aggregate market value of the voting common stock held by non-affiliates of the registrant, based on the closing price on the New York Stock Exchange for such date, was approximately $2.8 billion. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Class Outstanding as of February 21, 2019 Common stock, $0.01 par value 110,974,963 DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the registrant’s 2019 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year end of December 31, 2018 are incorporated by reference into Part III of this Form 10-K. BOYD GAMING CORPORATION ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018 TABLE OF CONTENTS Page No. PART I ITEM 1. Business 1 ITEM 1A. Risk Factors 14 ITEM 1B. Unresolved Staff Comments 29 ITEM 2. Properties 30 ITEM 3. Legal Proceedings 30 ITEM 4. Mine Safety Disclosures 30 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 31 ITEM 6. Selected Financial Data 33 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 61 ITEM 8. Financial Statements and Supplementary Data 64 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 144 ITEM 9A. Controls and Procedures 144 ITEM 9B. Other Information 147 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 148 ITEM 11. Executive Compensation 149 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 149 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 149 ITEM 14. Principal Accounting Fees and Services 149 PART IV ITEM 15. Exhibits, Financial Statement Schedules 150 ITEM 16. Form 10-K Summary 159 SIGNATURES 160 [THIS PAGE INTENTIONALLY LEFT BLANK] PART I ITEM 1. Business Overview Boyd Gaming Corporation (the “Company,” the “Registrant,” “Boyd Gaming,” “we” or “us”) is a multi- jurisdictional gaming company that has been in operation since 1975. Headquartered in Las Vegas, we operate 29 wholly owned gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. Our primary areas of focus are: (i) ensuring our existing operations are managed as efficiently as possible and remain positioned for growth, including our strategic investing in non-gaming amenities; (ii) improving our capital structure and strengthening our balance sheet, including paying down debt, increasing free cash flow, improving operations and diversifying our asset base; and (iii) successfully implementing our growth strategy, which is built on identifying development opportunities and acquiring assets that are a good strategic fit and provide an appropriate return to our shareholders. We operate with an efficient business model that we believe has enabled us to grow operating margins over the past several years, and we believe we have an opportunity to realize additional cost savings by further leveraging our size and scale. We strategically reinvest in our non-gaming amenities, including hotel rooms and restaurants to refresh our property offerings and better capitalize on customers’ evolving spending behaviors. We manage our cost and expense structure to adjust to current business volumes and to generate strong and stable cash flows. During 2018, we completed several transactions that improved our long-term financial position and strengthened our balance sheet. During second quarter 2018, we issued $700.0 million aggregate principal amount of 6.000% senior notes due August 2026. The net proceeds from the debt issuance were ultimately used to fund the acquisitions of Valley Forge Convention Center Partners, L.P., the owner and operator of Valley Forge Casino Resort (“Valley Forge”), and the owners and operators of the four Pinnacle properties—Ameristar Casino Kansas City, LLC, the owner and operator of Ameristar Casino Hotel Kansas City (“Ameristar Kansas City”), Ameristar Casino St. Charles, LLC, the owner and operator of Ameristar Casino Resort Spa St. Charles (“Ameristar St. Charles”), Belterra Resort Indiana LLC, the owner and operator of Belterra Casino Resort (“Belterra Resort”), located in Florence, Indiana, and PNK (Ohio), LLC, the owner and operator of Belterra Park (“Belterra Park”), located in Cincinnati, Ohio (collectively, the “Pinnacle Properties”). During third quarter 2018, we entered into a Joinder Agreement to our credit agreement which joined additional financial institutions as lenders thereunder and increased the commitments under our senior secured revolving credit facility and Term A Loan. On December 12, 2018, we announced that our Board of Directors had authorized a new stock repurchase program of $100 million. This program is in addition to our existing repurchase authorization. For the year ended December 31, 2018, we repurchased 1.9 million shares for $59.6 million under these repurchase authorizations. The Company declared quarterly dividends of $0.05 per share on March 2, 2018 and $0.06 per share on June 8, 2018, September 14, 2018 and December 7, 2018. We continually work to position our Company for greater success by strengthening our existing operations and growing through acquisitions, capital investments and other strategic initiatives. An example is our recent strategic initiative regarding legalized sports gambling. In July 2018, the Company entered into a partnership agreement with MGM Resorts International. Under this partnership, MGM Resorts and Boyd Gaming will both have the opportunity to offer online and mobile gaming platforms, including sports betting, casino gaming and poker in jurisdictions where either company operates physical casino resorts and online licenses are available. In August 2018, we opened sports books at our two Mississippi properties, IP Casino Resort Spa (“IP”) in Biloxi, and Sam’s Town Hotel & Gambling Hall in Tunica, following the receipt of final approval from the Mississippi Gaming Commission. Also in August, we entered into a strategic partnership with FanDuel Group to pursue sports betting and online gaming opportunities across the United