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UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported):
May 6, 2009
Boyd Gaming Corporation
3883 Howard Hughes Parkway, Ninth Floor
(702) 792-7200
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(Exact name of registrant as specified in its charter)
Las Vegas, Nevada 89169
(Address of principal executive offices including zip code)
(Registrant's telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On May 6, 2009, Boyd Gaming Corporation (the "Company") issued a press release announcing its financial results for the three months ended March 31, 2009 and other financial information. 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.
|
Press Release dated May 6, 2009* |
__________
*Pursuant to Item 2.02 of Form 8-K, Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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: May 6, 2009 |
Boyd Gaming Corporation |
/s/ Josh Hirsberg
Josh Hirsberg Senior Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
|
Description |
|
Press Release dated May 6, 2009 Also provided in PDF format as a courtesy. |
BOYD GAMING REPORTS FIRST QUARTER RESULTS
LAS VEGAS - MAY 6, 2009 - Boyd Gaming Corporation (NYSE: BYD)
today reported financial results for the first quarter ended March 31, 2009.For the quarter, we reported a net loss of $13.8 million, or $0.16 per share, compared to a loss of $32.6 million, or $0.37 per share, in the same period last year. The loss was due in part to a non-cash, pre-tax impairment charge of $28.4 million related to the write-off of goodwill incurred as a result of the finalization of our purchase price for Dania Jai-Alai in January 2009.
Adjusted Earnings(1) for the first quarter 2009 were $13.0 million, or $0.15 per share, compared to $29.6 million, or $0.34 per share, for the same period in 2008. During the first quarter 2009, certain pre-tax adjustments resulted in a net reduction of income by $41.5 million ($26.8 million, net of tax, or $0.31 per share). By comparison, the first quarter 2008 included certain pre-tax adjustments that had a net effect of reducing income by $95.0 million ($62.2 million, net of tax, or $0.71 per share). Pre-tax adjustments recognized in the first quarter 2009 and 2008 are listed in a table at the end of this press release.
Net revenues were $434.8 million for the first quarter 2009, compared to $471.1 million for the same quarter in 2008, a decrease of 7.7%. Total Adjusted EBITDA was $109.6 million for the quarter, compared to $127.7 million in the prior year.
Keith Smith, President and Chief Executive Officer of Boyd Gaming, commented on the quarter, "The recession continues to impact our business, but we're encouraged by some positive trends that developed during the quarter. In our Las Vegas Locals region, we began to see signs of stabilization, while Borgata continued to outperform a severely challenged Atlantic City market. Results were especially encouraging in our Midwest and South and Downtown Las Vegas regions, both of which posted gains for the quarter. These regional performances helped to offset difficult economic climates in Las Vegas and Atlantic City, and demonstrate the value of geographic diversification to our Company."
(1) See footnotes at the end of the release for additional information relative to non-GAAP financial measures.
Key Operations Review
Las Vegas Locals
In our Las Vegas Locals segment, first quarter 2009 net revenues were $170.1 million versus $206.5 million for the first quarter 2008. First quarter 2009 Adjusted EBITDA was $45.3 million, a 32.0% decrease from the $66.7 million in the same quarter 2008. We continue to be impacted by overall weakness in consumer spending, as well as significant declines in room rates.
Downtown
Our Downtown Las Vegas properties generated net revenues of $58.7 million and Adjusted EBITDA of $13.4 million for the first quarter 2009, versus $60.9 million and $10.2 million, respectively, for the first quarter 2008. Favorable fuel pricing led to improved margins from our Hawaii charter operations, while increased efficiencies in our Downtown operations also strengthened results.
Midwest and South
In our Midwest and South region, we recorded $206.1 million in net revenues for the first quarter 2009, compared to $203.7 million for the same period in 2008. Adjusted EBITDA for the current period was $48.0 million, an increase of 5.3% from the $45.6 million reported in the first quarter of 2008. Continued strength at our Louisiana properties helped boost results from this region, highlighted by all-time record revenue and Adjusted EBITDA at Delta Downs.
2
Borgata
Borgata's operating income for the first quarter 2009 was $25.5 million versus $37.1 million for the first quarter 2008. Net revenues for Borgata were $187.9 million for the first quarter 2009, down compared to the $202.0 million recorded in the same quarter in 2008. Adjusted EBITDA was $45.9 million, compared to $55.5 million for the first quarter 2008. Borgata's results were adversely impacted by both the recession and an increasingly competitive regional environment.
Paul Chakmak, Executive Vice President and Chief Operating Officer, said, "We responded aggressively to this downturn by streamlining our operations and removing costs from across our business. These efforts helped lessen the recession's impact on our results, particularly in our Las Vegas regions. Elsewhere, results were brighter. Our Louisiana properties have proven resilient, and our Blue Chip expansion is being favorably received as we transition from our opening phase."
Key Financial Statistics
The following is additional information as of and for the three months ended March 31, 2009:
— Echelon: $10.9 million
— Blue Chip: $8.6 million
3
Conference Call Information
We will host our first quarter 2009 conference call today Wednesday, May 6 at 12:00 p.m. Eastern. The conference call number is 888.680.0865 and the passcode is 63949973. Please call 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 www.boydgaming.com or http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=95703&eventID=2170613
Following the call's completion, a replay will be available by dialing 888.286.8010 on Wednesday, May 6, beginning two hours after the completion of the call and continuing through Wednesday, May 13. The passcode for the replay will be 29662484. The replay will also be available on the Internet at www.boydgaming.com.
4
The following table presents Net Revenues and Adjusted EBITDA by operating segment and reconciles Adjusted EBITDA to net loss for the three months ended March 31, 2009 and 2008. Note that in the Company's periodic reports filed with the Securities and Exchange Commission, the results from Dania Jai-Alai and corporate expense are classified as part of total other operating costs and expenses and are not included in Reportable Segment Adjusted EBITDA.
Three Months Ended | ||||||
March 31,
|
||||||
2009
|
2008
|
|||||
Net Revenues | (In thousands) | |||||
Las Vegas Locals | $ 170,099 | $ 206,494 | ||||
Downtown Las Vegas (a) | 58,665 | 60,929 | ||||
Midwest and South |
206,081
|
203,695
|
||||
Net revenues |
$ 434,845
|
$ 471,118
|
||||
Adjusted EBITDA | ||||||
Las Vegas Locals | $ 45,320 | $ 66,655 | ||||
Downtown Las Vegas | 13,354 | 10,169 | ||||
Midwest and South |
48,021
|
45,599
|
||||
Wholly-owned property Adjusted EBITDA | 106,695 | 122,423 | ||||
Corporate expense (c) |
(9,980)
|
(13,746)
|
||||
Wholly-owned Adjusted EBITDA | 96,715 | 108,677 | ||||
Our share of Borgata's operating income before net | ||||||
amortization, preopening and other items (d) |
12,917
|
19,005
|
||||
Adjusted EBITDA (e) |
109,632
|
127,682
|
||||
Other operating costs and expenses | ||||||
Deferred rent | 1,089 | 1,134 | ||||
Depreciation and amortization (f) | 42,976 | 43,494 | ||||
Preopening expenses | 5,839 | 5,579 | ||||
Our share of Borgata's preopening expenses | 176 | 408 | ||||
Our share of Borgata's write-downs and other charges, net | (5) | 70 | ||||
Share-based compensation expense | 3,392 | 2,969 | ||||
Write-downs and other charges |
28,963
|
90,313
|
||||
Total other operating costs and expenses |
82,430
|
143,967
|
||||
Operating income (loss) |
27,202
|
(16,285)
|
||||
Other non-operating items | ||||||
Interest expense, net (b) | 45,267 | 30,253 | ||||
Increase in value of derivative instruments | - | (442) | ||||
Gain on early retirements of debt | (2,400) | (950) | ||||
Our share of Borgata's non-operating expenses, net |
4,522
|
4,605
|
||||
Total other non-operating costs and expenses, net |
47,389
|
33,466
|
||||
Loss before income taxes | (20,187) | (49,751) | ||||
Benefit from income taxes |
6,359
|
17,164
|
||||
Net loss |
$ (13,828)
|
$ (32,587)
|
(a) |
Includes revenues related to Vacations Hawaii and other travel agency related entities of $8.7 million and $10.0 million for the three months ended March 31, 2009 and March 31, 2008, respectively. |
(b) |
Net of interest income and amounts capitalized. Interest expense for the three months ended March 31, 2009 includes $8.9 million of prior period interest expense (from the March 1, 2007 date of acquisition to |
5
|
December 31, 2008) related to the January 2009 amendment to the purchase agreement resulting in the finalization of our purchase price for Dania Jai-Alai. |
(c) |
The following table reconciles the presentation of corporate expense on our condensed consolidated statements of operations to the presentation on the accompanying table. |
Three Months Ended | ||||||
March 31,
|
||||||
2009
|
2008
|
|||||
(In thousands) | ||||||
Corporate expense as reported on our condensed | ||||||
consolidated statements of operations | $ 12,685 | $ 15,773 | ||||
Corporate share-based compensation expense |
(2,705)
|
(2,027)
|
||||
Corporate expense as reported on the accompanying table |
$ 9,980
|
$ 13,746
|
(d) |
The following table reconciles the presentation of our share of Borgata's operating income on our condensed consolidated statements of operations to the presentation of our share of Borgata's results on the accompanying table. |
Three Months Ended | ||||||
March 31,
|
||||||
2009
|
2008
|
|||||
(In thousands) | ||||||
Operating income from Borgata, as reported on our | ||||||
condensed consolidated statements of operations | $ 12,422 | $ 18,203 | ||||
Add back: | ||||||
Net amortization expense related to our | ||||||
investment in Borgata | 324 | 324 | ||||
Our share of preopening expenses | 176 | 408 | ||||
Our share of write-downs and other charges, net |
(5)
|
70
|
||||
Our share of Borgata's operating income before net | ||||||
amortization, preopening and other items |
$ 12,917
|
$ 19,005
|
6
(e) |
The following table reconciles Adjusted EBITDA to EBITDA and net loss. |
Three Months Ended | ||||||
March 31,
|
||||||
2009
|
2008
|
|||||
(In thousands) | ||||||
Adjusted EBITDA | $ 109,632 | $ 127,682 | ||||
Deferred rent | 1,089 | 1,134 | ||||
Preopening expenses | 5,839 | 5,579 | ||||
Our share of Borgata's preopening expenses | 176 | 408 | ||||
Our share of Borgata's write-downs and other charges, net | (5) | 70 | ||||
Share-based compensation expense | 3,392 | 2,969 | ||||
Write-downs and other charges | 28,963 | 90,313 | ||||
Increase in value of derivative instruments | - | (442) | ||||
Gain on early retirements of debt | (2,400) | (950) | ||||
Our share of Borgata's non-operating expenses, net |
4,522
|
4,605
|
||||
EBITDA |
68,056
|
23,996
|
||||
Depreciation and amortization | 42,976 | 43,494 | ||||
Interest expense, net | 45,267 | 30,253 | ||||
Benefit from income taxes |
(6,359)
|
(17,164)
|
||||
Net loss |
$ (13,828)
|
$ (32,587)
|
(f) |
The following table reconciles the presentation of depreciation and amortization on our condensed consolidated statements of operations to the presentation on the accompanying table. |
Three Months Ended | ||||||
March 31,
|
||||||
2009
|
2008
|
|||||
(In thousands) | ||||||
Depreciation and amortization as reported on our | ||||||
condensed consolidated statements of operations | $ 42,652 | $ 43,170 | ||||
Net amortization expense related to our investment in Borgata |
324
|
324
|
||||
Depreciation and amortization as reported on | ||||||
the accompanying table |
$ 42,976
|
$ 43,494
|
7
BOYD GAMING CORPORATION AND SUBSIDIARIES 8
The following table reconciles the net loss based upon United States generally accepted accounting principles to adjusted earnings and
adjusted earnings per share. The following table reports Borgata's financial results. 9
The following table reconciles our share of Borgata's financial results to the amounts reported on our condensed consolidated statements of
operations. The following table reconciles operating income to Adjusted EBITDA for Borgata. The following table reconciles Adjusted EBITDA to EBITDA and net income for Borgata. 10
Footnotes and Safe Harbor Statements Non-GAAP Financial Measures Regulation G, "Conditions for Use of Non-GAAP Financial Measures," prescribes the conditions for use of non-GAAP
financial information in public disclosures. We believe that our presentations of the following non-GAAP financial measures are important
supplemental measures of operating performance to investors: earnings before interest, taxes, depreciation and amortization (EBITDA), Adjusted
EBITDA, Adjusted Earnings and Adjusted Earnings Per Share (Adjusted EPS). The following discussion defines these terms and why we believe
they are useful measures of our performance. Note that while the Company will continue to include the results of Dania Jai-Alai and corporate expense in Adjusted EBITDA for purposes of
its earnings releases, in filings of the Company's periodic reports with the Securities and Exchange Commission, the results of Dania Jai-Alai and
corporate expense are not included in the Company's Reportable Segment Adjusted EBITDA. Effective April 1, 2008, the Company reclassified
the reporting of its Midwest and South segment to exclude the results of Dania Jai-Alai, since it does not share similar economic characteristics
with our other Midwest and South operations. In the Company's periodic reports, Dania Jai-Alai's results are included as part of total other
operating costs and expenses. In addition, as of the same date, we reclassified the reporting of corporate expense to exclude it from our subtotal
for Reportable Segment Adjusted EBITDA and include it as part of total other operating costs and expenses. Furthermore, in the Company's
periodic reports, corporate expense is presented to include its portion of share-based compensation expense. EBITDA and Adjusted EBITDA EBITDA is a commonly used measure of performance in our industry which we believe, when considered with measures calculated
in accordance with United States Generally Accepted Accounting Principles (GAAP), gives investors a more complete understanding of operating
results before the impact of investing and financing transactions and income taxes and facilitates comparisons between us and our competitors.
Management has historically adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of
certain recurring and non-recurring items is necessary to provide the most accurate measure of our core operating results and as a means to
evaluate period-to-period results. We have chosen to provide this information to investors to enable them to perform more meaningful comparisons
of past, present and future operating results and as a means to evaluate the results of core on-going operations. We do not reflect such items
when calculating EBITDA; however, we adjust for these items and refer to this measure as Adjusted EBITDA. We have historically reported this
measure to our investors and believe that the continued inclusion of Adjusted EBITDA provides consistency in our financial reporting. We use
Adjusted EBITDA in this press release because we believe it is useful to investors in allowing greater transparency related to a significant measure
used by management in its financial and operational decision-making. Adjusted EBITDA is among the more significant factors in management's
internal evaluation of total company and individual property performance and in the evaluation of incentive compensation related to property
management. Management also uses Adjusted EBITDA as a measure in determining the value of acquisitions and dispositions. Adjusted EBITDA
is also widely used by management in the annual budget process. Externally, we believe these measures continue to be used by investors in their
assessment of our operating performance and the valuation of our company. Adjusted EBITDA reflects EBITDA adjusted for deferred rent,
preopening expenses, share-based compensation expense, write-downs and other charges, change in value of derivative instruments, gain/loss
on early retirements of debt, and our share of Borgata's non-operating expenses, preopening expenses and write-downs and other charges, net. In
addition, Adjusted EBITDA includes the results of Dania Jai-Alai and corporate expense. A reconciliation of Adjusted EBITDA to EBITDA and net
loss, based upon GAAP, is included in the financial schedules accompanying this release. Adjusted Earnings and Adjusted EPS Adjusted Earnings is net loss before preopening expenses, change in value of derivative instruments, write-downs and other
charges, gain/loss on early retirements of debt, prior period interest expense related to the finalization of our purchase price for Dania Jai-Alai, and
our share of Borgata's preopening expenses and write-downs and other charges, net. Adjusted Earnings and Adjusted EPS are presented solely
as supplemental disclosures because management believes that they are widely used measures of performance in the gaming industry. A
reconciliation of net loss based upon GAAP to Adjusted Earnings and Adjusted EPS are included in the financial schedules accompanying this
release. Limitations on the Use of Non-GAAP Measures The use of EBITDA, Adjusted EBITDA, Adjusted Earnings and Adjusted EPS has certain limitations. Our presentation of EBITDA, Adjusted
EBITDA, Adjusted Earnings and Adjusted EPS may be different from the presentation used by other companies and therefore comparability may
be limited. Depreciation and amortization expense, interest expense, income taxes and other items have been and will be incurred and are not
reflected in the presentation of EBITDA or Adjusted EBITDA. Each of these items should also be considered in the overall evaluation of our
results. Additionally, EBITDA and Adjusted EBITDA 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 11
expenditures and other items both in our reconciliations to the GAAP financial measures and in our
consolidated financial statements, all of which should be considered when evaluating our performance. EBITDA, Adjusted EBITDA, Adjusted Earnings and Adjusted EPS are used in addition to and in conjunction with results presented in
accordance with GAAP. EBITDA, Adjusted EBITDA, Adjusted Earnings and Adjusted EPS 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. EBITDA, Adjusted EBITDA, Adjusted Earnings and Adjusted EPS reflect additional ways of viewing our
operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding 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. Forward Looking Statements and Company
Information 12
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. 13
About Boyd Gaming Headquartered in Las Vegas, Boyd Gaming Corporation
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
2009
2008
(In thousands, except per share data)
Revenues
Gaming
$ 366,063
$ 392,966
Food and beverage
59,041
66,926
Room
30,641
38,355
Other
26,935
29,664
Gross revenues
482,680
527,911
Less promotional allowances
47,835
56,793
Net revenues
434,845
471,118
Costs and expenses
Gaming
172,912
177,035
Food and beverage
31,384
39,278
Room
9,957
11,424
Other
19,314
22,090
Selling, general and administrative
73,973
77,907
Maintenance and utilities
22,386
23,037
Depreciation and amortization
42,652
43,170
Corporate expense
12,685
15,773
Preopening expenses
5,839
5,579
Write-downs and other charges
28,963
90,313
Total costs and expenses
420,065
505,606
Operating income from Borgata
12,422
18,203
Operating income (loss)
27,202
(16,285)
Other expense (income)
Interest income
(4)
(8)
Interest expense, net of amounts capitalized
45,271
30,261
Increase in value of derivative instruments
-
(442)
Gain on early retirements of debt
(2,400)
(950)
Other non-operating expenses from Borgata, net
4,522
4,605
Total other expense, net
47,389
33,466
Loss before income taxes
(20,187)
(49,751)
Benefit from income taxes
6,359
17,164
Net loss
$ (13,828)
$ (32,587)
Basic and diluted net loss per common share
$ (0.16)
$ (0.37)
Weighted average basic and diluted shares outstanding
86,931
87,809
Three Months Ended
March 31,
2009
2008
(In thousands, except per share data)
Net loss
$ (13,828)
$ (32,587)
Adjustments:
Preopening expenses
5,839
5,579
Our share of Borgata's preopening expenses
176
408
Our share of Borgata's write-downs and other charges, net
(5)
70
Increase in value of derivative instruments
-
(442)
Gain on early retirements of debt
(2,400)
(950)
Write-downs and other charges
28,963
90,313
Prior period interest expense related to the finalization of
our purchase price for Dania Jai-Alai
8,883
-
Income tax effect for above adjustments
(14,626)
(32,767)
Adjusted earnings
$ 13,002
$ 29,624
Adjusted earnings per diluted share (Adjusted EPS)
$ 0.15
$ 0.34
Weighted average diluted shares outstanding
86,931
87,809
Three Months Ended
March 31,
2009
2008
(In thousands)
Gaming revenue
$ 168,849
$ 178,636
Non-gaming revenue
69,339
68,106
Gross revenues
238,188
246,742
Less promotional allowances
50,298
44,718
Net revenues
187,890
202,024
Expenses
141,964
146,558
Depreciation and amortization
20,091
17,455
Preopening expenses
353
816
Write-downs and other charges, net
(10)
140
Operating income
25,492
37,055
Interest expense, net
(8,011)
(6,457)
Provision for state income taxes
(1,032)
(2,754)
Total non-operating expenses
(9,043)
(9,211)
Net income
$ 16,449
$ 27,844
Three Months Ended
March 31,
2009
2008
(In thousands)
Our share of Borgata's operating income
$ 12,746
$ 18,527
Net amortization expense related to our investment in Borgata
(324)
(324)
Operating income from Borgata, as reported on our
condensed consolidated statements of operations
$ 12,422
$ 18,203
Other non-operating net expenses from Borgata, as reported
on our condensed consolidated statements of operations
$ 4,522
$ 4,605
Three Months Ended
March 31,
2009
2008
(In thousands)
Operating income
$ 25,492
$ 37,055
Depreciation and amortization
20,091
17,455
Preopening expenses
353
816
Write-downs and other charges, net
(10)
140
Adjusted EBITDA
$ 45,926
$ 55,466
Three Months Ended
March 31,
2009
2008
(In thousands)
Adjusted EBITDA
$ 45,926
$ 55,466
Preopening expenses
353
816
Write-downs and other charges, net
(10)
140
EBITDA
45,583
54,510
Depreciation and amortization
20,091
17,455
Interest expense, net
8,011
6,457
Provision for income taxes
1,032
2,754
Net income
$ 16,449
$ 27,844
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 the future, including, but not limited to,
statements regarding potential stabilization in the markets in which the Company operates and future outlook, the ability to offset a poor economic
climate, the value of geographic diversification, increased operating efficiencies, resiliency of the Company's properties in various markets,
customer acceptance of the Company's Blue Chip expansion, strategy, expenses, revenue, earnings, cash flow, Adjusted EBITDA and Adjusted
Earnings. Forward- looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed
in any such statement. In particular, the Company can provide no assurances when or if the economy will improve, whether the Company will be
able to remain well positioned to weather the current economic environment and maximize its performance and whether the Company will be able
to remain competitive and attract patrons to its properties. Further risks include the timing or effects of the Company's delay of construction
at Echelon and when, or if, construction will be recommenced, the effect that such delay will have on the Company's business, operations or
financial condition, the effect that such delay will have on the Company's joint venture participants, and whether such participants (or other
Echelon project participants) will terminate their agreements or arrangements with the Company, or whether any such participants will require any
additional fees or terms that may be unfavorable to the Company, and whether the Company will be able to reach agreement on any modified
terms with its joint venture participants, that Blue Chip's position, performance or demand will change. Additional factors that could cause actual
results to differ materially are the following: competition, litigation, financial community and rating agency perceptions of the Company, changes in
laws and regulations, including increased taxes, the availability and price of energy, weather, regulation, economic, credit and capital market
conditions (and the ability of the Company's joint venture participants to secure favorable financing, if at all) and the effects of war, terrorist or
similar activity. In addition, the Company's development projects are subject to the many risks inherent in the construction of a new enterprise,
including poor performance or non-performance by any of the joint venture partners or other third parties on whom the Company is relying,
unanticipated design, construction, regulatory, environmental and operating problems and lack of demand for the Company's projects, as well as
unanticipated delays and cost increases, shortages of materials, shortages of skilled labor or work stoppages, unforeseen construction scheduling,
engineering, environmental, permitting, construction or geological problems, weather interference, floods, fires or other casualty losses. In addition,
the Company's anticipated costs and construction periods for projects are based upon budgets, conceptual design documents and construction
schedule estimates prepared by the Company in consultation with its architects and contractors. Many of these costs are estimated at inception of
the project and can change over time as the project is built to completion. The cost of any project may vary significantly from initial budget
expectations, and the Company may have a limited amount of capital resources to fund cost overruns. If the Company cannot finance cost
overruns on a timely basis, the completion of one or more projects may be delayed until adequate funding is available. The Company cannot
assure that any project will be completed, if at all, on time or within established budgets, or that any project will result in increased earnings to the
Company. Significant delays, cost overruns, or failures of the Company's projects to achieve market acceptance could have a material adverse
effect on the Company's business, financial condition and results of operations. Furthermore, the Company's projects may not help it compete with
new or increased competition in its markets. Additional factors that could cause actual results to differ are discussed under the heading "Risk
Factors" and in other sections of the Company's filings with the SEC, and in the
###
14
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