EX-99.1 3 exhibit991proformafinancia.htm PRO FORMA FINANCIAL INFORMATION Exhibit 99.1 Pro Forma Financial Information

Exhibit 99.1
Pro Forma Financial Information



BOYD GAMING CORPORATION
Unaudited Combined Pro Forma Financial Information
as of March 31, 2012, for the three months ended March 31, 2012 and for the year ended December 31, 2011
__________________________________________________________________________________________________

INTRODUCTION
Agreement and Plan of Merger
On May 16, 2012, Boyd Gaming Corporation (“Boyd”) announced it has entered into an agreement to acquire Peninsula Gaming, LLC (“PGL”), a direct wholly-owned subsidiary of Peninsula Gaming Partners, LLC (“PGP”). PGL owns and operates Diamond Jo casino in Dubuque, Iowa, Evangeline Downs Racetrack and Casino, in St. Landry Parish, Louisiana, various off track betting facilities in Louisiana, Diamond Jo casino in Worth County, Iowa, Amelia Belle casino in Amelia, Louisiana, and the Kansas Star Casino, Hotel and Event Center (“Kansas Star”) near Wichita, Kansas.

Boyd will acquire PGL pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), entered into on May 16, 2012, by and among, Boyd, Boyd Acquisition II, LLC, an indirect wholly-owned subsidiary of Boyd (“Holdco”), Boyd Acquisition Sub, LLC, an indirect wholly-owned subsidiary of Boyd (“Merger Sub”), PGP and PGL. The Merger Agreement provides that, pursuant to the terms and subject to the conditions set forth therein, Merger Sub will merge (the “Merger”) with and into PGL, and PGL will be the surviving entity in the Merger. Following the Merger, PGL will be an indirect, wholly-owned subsidiary of Boyd.

Upon the terms and subject to the conditions of the Merger Agreement, which was unanimously approved by the board of directors of Boyd and the board of managers of PGP, Boyd will acquire PGL for approximately $1.45 billion, net of certain expenses and adjustments, in the form of cash, debt financing and a promissory note issued by HoldCo. Of the $1.45 billion, $200 million will be funded by cash from Boyd, of which, approximately $150 million will be financed by incremental commitments under Boyd's credit agreement and $50 million will be financed pursuant to existing unfunded revolving credit commitments under such agreement. In addition, HoldCo will issue a promissory note to PGP of approximately $144 million, which amount is subject to adjustment based on PGL's outstanding debt, cash, working capital, certain assets, liabilities and costs, and transaction expenses at the closing of the Merger, as well as any indemnification claims in accordance with the terms of the Merger Agreement. The remaining approximate $1.1 billion may be financed with proceeds of an $850 million senior secured credit facility (including a term loan facility of $800 million and a revolving credit facility of $50 million) and $350 million in senior unsecured notes of PGL, as further described in the PGL Refinancing Commitment Letter (defined below).

In addition, HoldCo is obligated to make an additional payment in 2016 if Kansas Star's EBITDA for 2015 exceeds $105 million. The additional payment would be in an amount equal to 7.5 times any Kansas Star 2015 EBITDA over $105 million.

The completion of the Merger is subject to various conditions, including, among others, (i) obtaining approval of certain gaming regulators, and (ii) the termination or expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Subject to the satisfaction or waiver of conditions in the Merger Agreement, Boyd expects the transaction to close by the end of 2012.

The Merger Agreement contains customary representations, warranties and covenants by Boyd, PGL and PGP. In addition to other covenants, PGL and PGP have each agreed, (i) to conduct their respective operations in the ordinary course of business consistent with past practice between the execution and delivery of the Merger Agreement and the consummation of the Merger and (ii) not to solicit proposals relating to alternate transactions during such period and not to engage in discussions concerning or furnish non-public information in connection with such alternative transactions.

The Merger Agreement contains certain termination rights for both Boyd and PGP and further provides that, in connection with the termination of the Merger Agreement under specified circumstances, Boyd may be required to pay PGP a termination fee of up to $45 million.




Exhibit 99.1
Pro Forma Financial Information



Debt Commitment Letters
In connection with the Merger, Boyd entered into a commitment letter, dated May 16, 2012 (the “Parent Debt Commitment Letter”), among Bank of America, N.A. (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or its designated affiliate, “Merrill Lynch” and, together with Bank of America, “BofAML”), Deutsche Bank Trust Company Americas (“DBTCA”), Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank Securities Inc. (“DBSI” and together with DBTCA and DBCI, collectively, “DB”), JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities LLC (“JPMS” and together with JPMCB, “JPM” and together with BofAML, DB and JPM, the “Commitment Parties”) and Boyd, pursuant to which the Commitment Parties have agreed to provide Boyd $150 million (the “Parent Debt Commitment Financing”) to be used to fund, in part, the consideration to be paid pursuant to the terms of the Merger Agreement.

In addition, on May 16, 2012, Boyd entered into an additional commitment letter (the “PGL Refinancing Commitment Letter” and together with the Parent Debt Commitment Letter, the “Commitment Letters” ), among the Commitment Parties and Boyd pursuant to which the Commitment Parties have agreed to provide PGL (or Merger Sub, if the facilities described in the PGL Refinancing Commitment Letter are entered into prior to the closing of the Merger, with PGL assuming such obligations on terms and conditions to be agreed upon on the closing of the Merger) up to $1.2 billion (the “PGL Commitment Financing” and together with the Parent Debt Commitment Financing, the “Financing”) to be used to refinance, at the closing of the Merger, and pursuant to the terms of the Merger Agreement, outstanding debt of PGL, and to fund, in part, the consideration to be paid pursuant to the terms of the Merger Agreement.

The Parent Debt Commitment Financing is anticipated to comprise of incremental credit commitments of revolving loans and/or term loans of $150 million to be extended on an incremental basis to the Initial Term Loan and/or Class A Revolving Commitments under and as defined in Boyd's credit agreement.

The PGL Commitment Financing is anticipated to comprise of the following sources:

a term loan facility in a total principal amount of $800 million;
a revolving credit facility in a total principal amount of up to $50 million; and
gross proceeds from the issuance and sale of senior unsecured notes in an amount up to $350 million.

The allocation of the $1.35 billion among these facilities is subject to adjustment, including in response to then prevailing market conditions, and the funding of the Financing is contingent on the satisfaction of certain conditions set forth in the Commitment Letters.

Pro Forma Financial Information
While our proposed acquisition of PGL is pending and will only close if the conditions set forth in the Merger Agreement are satisfied, or waived (where legally permissible), we have prepared the unaudited combined financial information set forth below to reflect the acquisition of PGL by the application of pro forma adjustments to the historical financial statements of Boyd as required by Rule 3-05(b) and Article 11 of Regulation S-X of the Securities and Exchange Commission (the "SEC").  In accordance with these requirements, the periods presented consist of an unaudited pro forma combined balance sheet as of March 31, 2012, and unaudited pro forma combined statements of operations for the three months ended March 31, 2012 and the year ended December 31, 2011. 

We have derived these unaudited combined pro forma financial information by applying pro forma adjustments to the historical consolidated financial statements of Boyd, as included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed on Form 10-Q with the SEC on May 4, 2012 and our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on March 7, 2012. We have extracted the historical condensed consolidated financial statements of PGL from its Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed on PGL's Form 10-Q with the SEC on May 4, 2012 and PGL's Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on March 29, 2012 (and as incorporated by reference elsewhere herein).

The unaudited combined pro forma balance sheet as of March 31, 2012 gives pro forma effect to this acquisition as if it occurred on March 31, 2012. The unaudited combined pro forma statements of operations, as adjusted, for the three months ended March 31, 2012 and the year ended December 31, 2011 give pro forma effect to the Merger as if it had occurred at the beginning of the earliest period presented, or on January 1, 2011.




Exhibit 99.1
Pro Forma Financial Information



The unaudited combined pro forma financial information is for informational purposes only and should not be considered indicative of actual results that would have been achieved had the Merger actually been consummated on the dates indicated and does not purport to be indicative of results of operations as of any future date or for any future period.





BOYD GAMING CORPORATION
Pro Forma Combined Balance Sheet
as of March 31, 2012

 
March 31, 2012
 
Boyd Gaming Corporation
 
Peninsula Gaming, LLC
 
Pro Forma Adjustments
 
Pro Forma Combined
 
(in thousands)
ASSETS
 
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
156,714

 
$
47,037

 
$
(92,811
)
(i)
$
110,940

Restricted cash
14,047

 
8,672

 

 
22,719

Accounts receivable, net
57,086

 
2,703

 

 
59,789

Inventories
16,924

 
1,821

 

 
18,745

Prepaid expenses and other assets
47,560

 
5,898

 
(1,736
)
(ii)
51,722

Income taxes receivable
2,361

 

 

 
2,361

Deferred income taxes
18,545

 

 

 
18,545

Total current assets
313,237

 
66,131

 
(94,547
)
 
284,821

 
 
 
 
 
 
 
 
Property and equipment, net
3,525,904

 
407,503

 
607,442

(iii)
4,540,849

Assets held for development
1,090,028

 

 

 
1,090,028

Deferred financing costs, net
30,047

 
26,626

 
18,062

(iv)
74,735

Restricted investments held by variable interest entity
21,367

 

 

 
21,367

Goodwill
213,576

 
85,308

 
(85,308
)
(v)
213,576

Intangible assets, net
572,712

 
106,775

 
329,390

(vi)
1,008,877

Investments held for sale

 
19,304

 

 
19,304

Other assets
66,545

 
7,052

 

 
73,597

Total assets
$
5,833,416

 
$
718,699

 
$
775,039

 
$
7,327,154

 
 
 
 
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
Current maturities of long-term debt
$
53,393

 
$
19,935

 
$
(11,935
)
(viii)
$
61,393

Accounts payable
78,890

 
10,516

 

 
89,406

Accrued and other liabilities
314,748

 
44,991

 
(2,710
)
(vii)
357,029

Non-recourse obligations of variable interest entity
30,605

 

 

 
30,605

Tax liabilities
5,877

 

 

 
5,877

Total current liabilities
483,513

 
75,442

 
(14,645
)
 
544,310

 
 
 
 
 
 
 
 
Long-term debt, net of current maturities - Boyd Gaming
3,271,502

 

 
200,000

(viii)
3,471,502

Long-term debt, net of current maturities - Peninsula
 
 
680,803

 
610,197

(viii)
1,291,000

Deferred income taxes
385,611

 

 

 
385,611

Long-term tax and other liabilities
42,379

 

 

 
42,379

Non-recourse obligations of variable interest entity
192,730

 

 

 
192,730

Other liabilities
71,724

 
32,959

 
(953
)
(ix)
103,730

 
 
 
 
 
 
 
 
STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
Common stock
863

 

 

 
863

Additional paid-in capital
647,137

 

 

 
647,137

Retained earnings
562,907

 

 
(90,065
)
(xi)
472,842

Total Boyd Gaming Corporation stockholders' equity
1,210,907

 

 
(90,065
)
 
1,120,842

Noncontrolling interest
175,050

 

 

 
175,050

Members' deficit

 
(70,505
)
 
70,505

(x)

Total stockholder's equity
1,385,957

 
(70,505
)
 
(19,560
)
 
1,295,892

Total liabilities and stockholders' equity
$
5,833,416

 
$
718,699

 
$
775,039

 
$
7,327,154


See accompanying notes to unaudited pro forma combined financial information



BOYD GAMING CORPORATION
Pro Forma Combined Statement of Operations
for the three months ended March 31, 2012

 
Three Months Ended March 31, 2012
 
Boyd Gaming Corporation
 
Peninsula Gaming, LLC
 
Pro Forma Adjustments
 
Pro Forma Combined
 
(in thousands, except per share data)
REVENUES
 
 
 
 
 
 
 
    Gaming
$
535,748

 
$
134,514

 
$

 
$
670,262

    Food and beverage
106,132

 
8,477

 

 
114,609

    Room
65,997

 

 

 
65,997

    Other
35,832

 
3,567

 

 
39,399

Gross revenues
743,709

 
146,558

 

 
890,267

Less promotional allowances
110,626

 
11,755

 

 
122,381

        Net revenues
633,083

 
134,803

 

 
767,886

 
 
 
 
 
 
 
 
COSTS AND EXPENSES
 
 
 
 
 
 
 
    Gaming
248,955

 
55,152

 

 
304,107

    Food and beverage
54,078

 
5,231

 

 
59,309

    Room
14,135

 

 

 
14,135

    Other
26,061

 
2,173

 

 
28,234

    Selling, general and administrative
109,717

 
19,154

 

 
128,871

    Maintenance and utilities
38,763

 

 

 
38,763

    Depreciation and amortization
50,014

 
10,442

 
3,819

(i)
64,275

    Corporate expense
12,871

 

 

 
12,871

    Preopening expenses
1,660

 

 

 
1,660

    Other operating charges, net
247

 
2,391

 
(2,411
)
(ii)
227

        Total costs and expenses
556,501

 
94,543

 
1,408

 
652,452

 
 
 
 
 
 
 
 
Operating income
76,582

 
40,260

 
(1,408
)
 
115,434

 
 
 
 
 
 
 
 
Other expense (income)
 
 
 
 
 
 
 
    Interest income
(4
)
 
(562
)
 

 
(566
)
    Interest expense, net of amounts capitalized
63,828

 
18,411

 
8,268

(iii)
90,507

    Other income

 
28

 

 
28

        Total other expense, net
63,824

 
17,877

 
8,268

 
89,969

 
 
 
 
 
 
 
 
Income before income taxes
12,758

 
22,383

 
(9,676
)
 
25,465

Income taxes
(6,283
)
 

 
(5,083
)
(iv)
(11,366
)
Net income
6,475

 
22,383

 
(14,759
)
 
14,099

Net loss attributable to noncontrolling interest
(623
)
 

 

 
(623
)
Net income attributable to Boyd Gaming Corporation
$
5,852

 
$
22,383

 
$
(14,759
)
 
$
13,476

 
 
 
 
 
 
 
 
Basic net income per common share
$
0.07

 
 
 
 
 
$
0.15

 
 
 
 
 
 
 
 
Weighted average basic shares outstanding
87,530

 
 
 

 
87,530

 
 
 
 
 
 
 
 
Diluted net income per common share
$
0.07

 
 
 
 
 
$
0.15

 
 
 
 
 
 
 
 
Weighted average diluted shares outstanding
87,987

 
 
 

 
87,987


 



See accompanying notes to unaudited pro forma combined financial information


BOYD GAMING CORPORATION
Pro Forma Combined Statement of Operations
for the year ended December 31, 2011

 
Year Ended December 31, 2011
 
Boyd Gaming Corporation
 
Peninsula Gaming, LLC
 
Pro Forma Adjustments
 
Pro Forma Combined
 
(in thousands, except per share data)
REVENUES
 
 
 
 
 
 
 
    Gaming
$
1,986,644

 
$
328,509

 
$

 
$
2,315,153

    Food and beverage
388,148

 
27,127

 

 
415,275

    Room
246,209

 

 

 
246,209

    Other
135,176

 
15,176

 

 
150,352

Gross revenues
2,756,177

 
370,812

 

 
3,126,989

Less promotional allowances
419,939

 
38,554

 

 
458,493

        Net revenues
2,336,238

 
332,258

 

 
2,668,496

 
 
 
 
 
 
 
 
COSTS AND EXPENSES
 
 
 
 
 
 
 
    Gaming
924,451

 
144,462

 

 
1,068,913

    Food and beverage
200,165

 
17,518

 

 
217,683

    Room
56,111

 

 

 
56,111

    Other
108,907

 
10,342

 

 
119,249

    Selling, general and administrative
394,991

 
58,267

 

 
453,258

    Maintenance and utilities
153,512

 

 

 
153,512

    Depreciation and amortization
195,343

 
29,427

 
37,287

(i)
262,057

    Corporate expense
48,962

 

 

 
48,962

    Preopening expenses
6,634

 
10,136

 

 
16,770

    Other operating charges, net
14,058

 
6,364

 
(6,185
)
(ii)
14,237

        Total costs and expenses
2,103,134

 
276,516

 
31,102

 
2,410,752

 
 
 
 
 
 
 
 
Operating income
233,104

 
55,742

 
(31,102
)
 
257,744

 
 
 
 
 
 
 
 
Other expense (income)
 
 
 
 
 
 
 
    Interest income
(46
)
 
(2,350
)
 

 
(2,396
)
    Interest expense, net of amounts capitalized
250,731

 
68,302

 
46,869

(iii)
365,902

    Fair value adjustment of derivative instruments
265

 

 

 
265

    Loss on early retirements of debt, net
14

 

 

 
14

    Other income
(11,582
)
 
91

 

 
(11,491
)
        Total other expense, net
239,382

 
66,043

 
46,869

 
352,294

 
 
 
 
 
 
 
 
Loss before income taxes
(6,278
)
 
(10,301
)
 
(77,971
)
 
(94,550
)
Income taxes
(1,721
)
 

 
35,309

(iv)
33,588

Net loss
(7,999
)
 
(10,301
)
 
(42,662
)
 
(60,962
)
Net income attributable to noncontrolling interest
4,145

 

 

 
4,145

Net loss attributable to Boyd Gaming Corporation
$
(3,854
)
 
$
(10,301
)
 
$
(42,662
)
 
$
(56,817
)
 
 
 
 
 
 
 
 
Basic net loss per common share
$
(0.04
)
 
 
 
 
 
$
(0.65
)
 
 
 
 
 
 
 
 
Weighted average basic shares outstanding
87,263

 
 
 

 
87,263

 
 
 
 
 
 
 
 
Diluted net loss per common share
$
(0.04
)
 
 
 
 
 
$
(0.65
)
 
 
 
 
 
 
 
 
Weighted average diluted shares outstanding
87,263

 
 
 

 
87,263


See accompanying notes to unaudited pro forma combined financial information


BOYD GAMING CORPORATION
Notes to Unaudited Pro Forma Combined Financial Information
as of March 31, 2012, for the three months ended March 31, 2012 and for the year ended December 31, 2011



1.    Basis of Presentation
The unaudited pro forma combined financial information was prepared to reflect the Merger, which is accounted for as a business combination and to which we applied acquisition method accounting. The unaudited pro forma adjustments are based on management's preliminary estimates of the values of the tangible and intangible assets and liabilities acquired.  As a result, the actual adjustments, when finalized, may differ materially from those presented in this unaudited pro forma financial information. There can be no assurance that a change in unaudited pro forma adjustments of the purchase price for the acquisition will not result in material changes to the information presented.

In management's opinion, the unaudited pro forma combined financial statements reflect adjustments that are both necessary to present fairly the unaudited pro forma combined balance sheet and the unaudited combined statement of operations as of and for the period indicated and are reasonable given the information currently available.  Pro forma adjustments include the effects of events that are directly attributable to the acquisition and are factually supportable. Material non-recurring profits and losses that result directly from the acquisition have not been included in the unaudited pro forma combined statement of operations.

The unaudited pro forma combined financial information is for illustrative and informational purposes only and is not intended to represent what our financial position or results from operations would have been had the Merger been completed at the dates indicated. The unaudited pro forma combined financial statements should not be considered indicative of our future financial position or results of operations.
 
This information should be read in conjunction with Boyd's historical financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on March 7, 2012 and PGL's historical financial statements and the accompanying notes that are included in its Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on March 29, 2012.

2.    Acquisition Method Accounting
The unaudited combined pro forma financial information reflects the Merger using acquisition method accounting, which promulgates the measurement of the fair value of identifiable assets acquired and liabilities assumed in accordance with valuation recognition and measurement provisions. We have estimated the fair values as presented in the pro forma financial information using commonly accepted methodologies, including earnings multiple and cash flow models. We have not undertaken a formal valuation process as yet; and accordingly, the valuation of acquired assets and assumed liabilities involves certain risks and uncertainties, and actual results may differ materially from those estimates.

We will continue to refine our valuation modeling up through the closing of the Merger as information regarding the tangible and intangible assets is obtained, which will likely result changes to the fair value measurements and estimates as presented herein. Upon completion of subsequent valuation procedures, we will revise the fair values of the acquired assets and assumed liabilities accordingly, as required.

Under the acquisition method accounting principles applied in the pro forma financial information, the total base purchase price was allocated to the net tangible and intangible assets based upon their estimated fair values, and resulted in excess purchase price over such respective net fair values. Upon the closing of the Merger, Boyd will be licensed in two additional restricted gaming jurisdictions, the effect of which contributed to a portion of the excess purchase price over the fair value of the tangible and intangible assets acquired, net of the fair value of the liabilities assumed, and as a result, Boyd has recorded the value of indefinite lived intangible gaming license rights for the purpose of presenting this pro forma combined financial information in connection with this Merger.

The allocation of the purchase price was based upon preliminary valuation models and Boyd's estimates and assumptions are subject to change and will be updated as of the closing of the Merger, although Boyd will undertake to complete the final allocation of the purchase price within twelve months following the date of closing of the Merger. However, in the opinion Boyd's management, the pro forma combined financial information purports a reasonable valuation of the Merger and provides for all adjustments necessary to reflect the effects of the above transactions.

3.    Pro Forma Adjustments
Generally, the adjustments in each of the statements presented above represent the following: (i) adjustment to historical depreciation and amortization expense related to the revision of historical net book value to fair value, as part of our application of acquisition method accounting, coupled with an adjustment to the useful lives of certain classes of assets to conform to Boyd's policies; and



BOYD GAMING CORPORATION
Notes to Unaudited Pro Forma Combined Financial Information
as of March 31, 2012, for the three months ended March 31, 2012 and for the year ended December 31, 2011



(ii) the adjustment to interest expense representing the debt service requirements on all assumed and incurred borrowing arrangements, which, in part, will fund the purchase price and which were committed at the date of Agreement; and (iii) consideration of separate income tax expense.

The unaudited pro forma combined financial information presented above reflects the following specific adjustments:

Pro Forma Combined Balance Sheet
as of March 31, 2012

(i)
net cash outflow to fund acquisition;

(ii)
the surrender of the cash value on life insurance policies on officers of PGL;

(iii)
the fair value adjustments on property, plant and equipment;

(iv)
the fees associated with the incurred debt, net of the write off of the historical basis of deferred loan fees through purchase accounting;

(v)
the write off of PGL's historical goodwill;

(vi)
the intangible assets recorded through purchase accounting, net of the write off of historical intangible assets;

(vii)
the premiums due on PGL's life insurance policies and certain current liabilities not assumed;

(viii)
the incremental debt incurred pursuant to financing commitments to fund a portion of the purchase price;

(ix)
the adjustment to fair value of liabilities assumed, net of the reversal of other liabilities not assumed as part of the Merger;

(x)
the reversal of historical equity of the acquired entity;

(xi)
non-recurring costs related to the repayment of PGL's debt.


Pro Forma Combined Statements of Operations
for the three months ended March 31, 2012 and for the year ended December 31, 2011

(i)
the effects of depreciation and amortization resulting from the adjustments to the value of property and equipment and intangible assets resulting from acquisition method accounting;

(ii)
the reversal of certain management fees based on a profit model and relating to prior services charged through the holding company of PGL;

(iii)
the impact of incremental interest expense and amortization of deferred financing costs on assumed and incurred debt used to fund a portion of the purchase price;

(iv)
the taxable effect of the incremental income or losses related to to these adjustments.

4.    Consideration Transferred
The fair value of the consideration expected to be transferred on the closing date includes the purchase price of the assets acquired, offset by the fair value of certain liabilities assumed and expenses incurred on behalf of PGL, but excludes any contingent consideration that Boyd might be required to pay in 2016 pursuant to the terms of the Merger Agreement, as Boyd does not believe that the fair value of the contingent consideration is material.

Total consideration to be transferred is expected to be comprised of these components:



BOYD GAMING CORPORATION
Notes to Unaudited Pro Forma Combined Financial Information
as of March 31, 2012, for the three months ended March 31, 2012 and for the year ended December 31, 2011




 
 
 
 
 
 
 
Total Consideration
 
 
 
 
 
 
 
(in thousands)
Cash paid directly to or on behalf of PGL:
 
 
 
 
 
 
 
Purchase price pursuant to Agreement of Merger
 
 
 
 
 
 
$
1,417,063

Termination fees related to PGL management agreements
 
 
 
 
 
 
64,188

Cash
 
 
 
 
 
 
47,037

Investment securities
 
 
 
 
 
 
19,304

Refinancing costs
 
 
 
 
 
 
90,065

Financing costs
 
 
 
 
 
 
44,688

 
 
 
 
 
 
 
 
Liabilities assumed and incurred pursuant to the Agreement of Merger:
 
 
 
 
 
 
 
Fair value of debt issued
 
 
 
 
 
 
(1,155,000
)
Note issued to PGP
 
 
 
 
 
 
(144,000
)
 
 
 
 
 
Adjustments
 
 
 
 
 
 
 
Working capital adjustment
 
 
 
 
 
 
(16,949
)
Assumed liabilities and other adjustments
 
 
 
 
 
 
(73,585
)
Total consideration to be transferred
 
 
 
 
 
 
292,811

Non-recurring refinancing costs
 
 
 
 
 
 
(90,065
)
Net consideration
 
 
 
 
 
 
$
202,746


Certain purchase price adjustments, costs and expenses have been estimated by management based on currently available information, determined as of the date of this filing, although the actual amounts as of the date of closing may materially differ.

5.    Allocation of Purchase Price
The following table allocates the Purchase Price to the provisional fair values of the assets acquired and liabilities assumed, as presented in the pro forma combined balance sheet above, as of March 31, 2012.



BOYD GAMING CORPORATION
Notes to Unaudited Pro Forma Combined Financial Information
as of March 31, 2012, for the three months ended March 31, 2012 and for the year ended December 31, 2011



 
 
 
Historical Book Value
 
Pro Forma Adjustment
 
Provisional Fair Value
 
 
 
(in thousands)
Peninsula Gaming, LLC
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
$
47,037

 
$

 
$
47,037

Restricted cash
 
 
8,672

 

 
8,672

Accounts receivable, net
 
 
2,703

 

 
2,703

Inventories
 
 
1,821

 

 
1,821

Prepaid expenses and other current assets
 
 
5,898

 
(1,736
)
 
4,162

 
 
 
 
 
 
 
 
Other assets
 
 
 
 
 
 
Property and equipment, net
 
 
407,503

 
607,442

 
1,014,945

Deferred financing costs, net
 
 
26,626

 
18,062

 
44,688

Goodwill
 
 
85,308

 
(85,308
)
 

Intangible assets
 
 
106,775

 
(106,775
)
 

Investment held for sale
 
 
19,304

 

 
19,304

Other assets
 
 
7,052

 

 
7,052

Total assets acquired
 
 
$
718,699

 
$
431,685

 
$
1,150,384

 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 


Current maturities of long-term debt
 
 
$
19,935

 
$
(11,935
)
 
$
8,000

Accounts payable
 
 
10,516

 

 
10,516

Accrued liabilities
 
 
44,991

 
(2,710
)
 
42,281

 
 
 
 
 


 
 
Other liabilities
 
 
 
 


 
 
Long-term debt
 
 
680,803

 
610,197

 
1,291,000

Other liabilities
 
 
32,959

 
(953
)
 
32,006

Total liabilities assumed
 
 
$
789,204

 
$
594,599

 
$
1,383,803

 
 
 
 
 
 
 
 
Total identifiable net assets acquired
 
 
$
(70,505
)
 
$
(162,914
)
 
$
(233,419
)
Indefinite lived intangible assets
 
 


 


 
436,165

Net assets acquired
|
 
 
 
 
 
$
202,746

Current Assets and Current Liabilities
The fair value of the current assets acquired and current liabilities assumed was presumed to be historical acquired value, based on the relatively short term nature of these assets and liabilities. Additionally, a working capital adjustment, representing the amount by which current liabilities assumed exceeded current assets acquired was included in the provisional fair value estimates. This amount is contractually determined pursuant to the Merger Agreement, and will be subject to further adjustment.

Tangible Assets
The fair value of the tangible assets was estimated using a combination of the income, market or cost approaches, depending on the characteristics of the asset classification. With respect to certain personal property components of these assets (slot machines, furniture, fixtures and equipment, resort signage, vehicles and computer equipment) the cost approach was used, which is based on replacement or reproduction costs of the asset. The fair value of the land was determined using the market approach, which considers sales of comparable assets and applies compensating factors for any differences specific to the particular assets. Building and site improvements were valued using the cost approach using a direct cost model built on estimates of replacement cost. The following table presents the estimated values and remaining useful lives of the classes of assets at March 31, 2012:




BOYD GAMING CORPORATION
Notes to Unaudited Pro Forma Combined Financial Information
as of March 31, 2012, for the three months ended March 31, 2012 and for the year ended December 31, 2011



 
 
 
 
 
Estimated Remaining Useful Life
 
Provisional Fair Value
 
 
 
 
 
(in years)
 
(in thousands)
Property and equipment
 
 
 
 
 
 
 
Land
 
 
 
 
Indefinite
 
$
143,900

Building, riverboats and improvements
 
 
 
 
15 to 30
 
739,955

Furniture and equipment
 
 
 
 
5 to 15
 
117,560

Other
 
 
 
 
3 to 7
 
13,530

Total property and equipment
 
 

 

 
$
1,014,945


Other Liabilities
The fair value of the assumed long-term debt was based on the amount to be issued at or near closing, which will be priced at such date based on market rates, credit quality and other relative factors.


6.    Liabilities Assumed and Debt Incurred
The fair value of the liabilities assumed from PGL and other debt incurred to consummate the Merger is expected to approximate the following:




BOYD GAMING CORPORATION
Notes to Unaudited Pro Forma Combined Financial Information
as of March 31, 2012, for the three months ended March 31, 2012 and for the year ended December 31, 2011



 
March 31, 2012
 
Historical Balance
 
Incremental Borrowings and Repayments
 
Carrying Value or Provisional Fair Value
 
(in thousands)
Condensed Balances
 
 
 
 
 
Boyd Gaming Corporation:
 
 
 
 
 
Bank credit facility
$
1,572,834

 
$
200,000

 
$
1,772,834

Senior notes
491,753

 

 
491,753

Senior subordinated notes
456,418

 

 
456,418

Other
10,893

 

 
10,893

Borgata bank credit facility
22,500

 

 
22,500

Borgata senior secured notes
770,497

 

 
770,497

 
3,324,895

 
200,000

 
3,524,895

Current maturities
53,393

 

 
53,393

Boyd Gaming Corporation long-term debt
$
3,271,502

 
$
200,000

 
$
3,471,502

 
 
 
 
 
 
Peninsula Gaming, LLC
 
 
 
 
 
Senior secured notes
$
319,661

 
$
(319,661
)
 
$

Senior unsecured notes
352,407

 
(352,407
)
 

Other
28,670

 
115,330

 
144,000

 
700,738

 
(556,738
)
 
144,000

Secured debt:
 
 
 
 
 
Revolving credit facility

 
5,000

 
5,000

Term loan

 
800,000

 
800,000

Senior Unsecured Notes

 
350,000

 
350,000

 
700,738

 
598,262

 
1,299,000

Current maturities
19,935

 
(11,935
)
 
8,000

Peninsula Gaming, LLC long-term debt
$
680,803

 
$
610,197

 
$
1,291,000

 
 
 
 
 
Total pro forma long-term debt
 
 
 
 
$
4,762,502





BOYD GAMING CORPORATION
Notes to Unaudited Pro Forma Combined Financial Information
as of March 31, 2012, for the three months ended March 31, 2012 and for the year ended December 31, 2011



The following table reconciles the pro forma adjustment to interest expense:

 
 
Total Interest Expense
 
 
(in thousands)
For the three months ended March 31, 2012
 
 
Pro forma interest expense:
 
 
Boyd Gaming Corporation:
 
 
Additional debt
 
$
2,011

 
 
 
Peninsula Gaming, LLC:
 
 
Debt issued
 
24,668

Total pro forma interest expense
 
26,679

Historical interest expense
 
18,411

Total pro forma adjustment
 
$
8,268

 
 
 
For the year ended December 31, 2011
 
 
Pro forma interest expense:
 
 
Boyd Gaming Corporation:
 
 
Additional debt
 
$
8,249

 
 
 
Peninsula Gaming, LLC:
 
 
Debt issued
 
106,922

Total pro forma interest expense
 
115,171

Historical interest expense
 
68,302

Total pro forma adjustment
 
$
46,869


Certain of these balances are based on a variable rate of interest. The computations are generally based on current LIBOR rates plus estimated margins; however, actual interest costs will be impacted by changes in the LIBOR rates through Closing. Total interest expense also includes fees related to: (i) the amortization of deferred financing costs associated with the issuance of the incurred debt using the effective interest method; and (ii) the accretion of original issue discount on the notes using the effective interest method.

An increase in the index rate of 0.0125% would result in incremental interest expense of $1.5 million on an annual basis.