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): July 25, 2024

____________________________________________________________________

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 July 25, 2024, Boyd Gaming Corporation issued a press release announcing its financial results for the second quarter ended June 30, 2024. 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 July 25, 2024
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:	July 25, 2024	Boyd Gaming Corporation
	By:	/s/ Lori M. Nelson
		Lori M. Nelson
		Senior Vice President Financial Operations and Reporting and Chief Accounting Officer

EX-99.1

Exhibit 99.1

BOYD GAMING REPORTS SECOND-QUARTER 2024 RESULTS

LAS VEGAS - JULY 25, 2024 - Boyd Gaming Corporation (NYSE: BYD) today reported financial results for the second quarter ended June 30, 2024.

Keith Smith, President and Chief Executive Officer of Boyd Gaming, said: “Our Company delivered a solid performance in the second quarter, in-line with our expectations. On a segment basis, conditions in the Las Vegas Locals market improved from the first quarter and our Las Vegas Locals business achieved market share growth in the quarter. We also produced strong growth in our Downtown Las Vegas operations and stable performance in our Midwest & South operations. Additionally, we successfully maintained operating efficiencies throughout the business, with property margins of nearly 41% during the quarter. In Louisiana, we opened our new land-based casino at Treasure Chest in early June, with strong demand since its opening. And we continued our commitment to returning capital to our shareholders, with nearly $200 million in share repurchases and dividend distributions in the second quarter. In all, we are pleased with our second-quarter performance, and remain confident in our ability to drive long-term growth across our business.”

Boyd Gaming reported second-quarter 2024 revenues of $967.5 million, up from $917.0 million in the second quarter of 2023, driven by our Online segment. The Company reported net income of $139.8 million, or $1.47 per share, for the second quarter of 2024, compared to $192.5 million, or $1.89 per share, for the year-ago period. The Company’s second-quarter 2023 results were favorably impacted by certain one-time tax benefits, with a tax rate of approximately 5% in the second quarter of 2023 compared to a rate of approximately 24% in the current quarter.

Total Adjusted EBITDAR⁽¹⁾ was $344.2 million in the second quarter of 2024 versus $351.4 million in the second quarter of 2023. Adjusted Earnings⁽¹⁾ for the second quarter of 2024 were $150.0 million, or $1.58 per share, compared to $161.3 million, or $1.58 per share, for the same period in 2023. 

^{(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, while market conditions improved from the first quarter, the Orleans and Gold Coast continued to face competitive pressures similar to the first quarter.  Absent these competitive pressures, the Company’s Las Vegas Locals properties performed in-line with the market.  Results in Downtown Las Vegas strengthened on both a sequential and year-over-year basis, with growth in Hawaiian visitation and benefits from our recent property investments. Revenues in the Midwest & South segment were up slightly from prior year, with growth in core customer play and stability in retail play.  Additionally, Midwest & South segment results included contributions from the new land-based casino at Treasure Chest, which opened in early June.

In the Online segment, both revenue and Adjusted EBITDAR increased year-over-year at a double-digit pace during the quarter, as the Company continued to benefit from strong growth in FanDuel’s sports-betting operations.  Growth in Managed & Other was driven by continued strong performance at Sky River Casino in northern California.

Dividend and Share Repurchase Update

Boyd Gaming paid a quarterly cash dividend of $0.17 per share on July 15, 2024, as previously announced.

As part of its ongoing share repurchase program, the Company repurchased $176 million in shares of its common stock during the second quarter of 2024. As of June 30, 2024, the Company had approximately $545 million remaining under the current share repurchase authorization.

Balance Sheet Statistics

As of June 30, 2024, Boyd Gaming had cash on hand of $280.8 million, and total debt of $3.0 billion. 

Conference Call Information

Boyd Gaming will host a conference call to discuss its second-quarter 2024 results today, July 25, at 5:00 p.m. Eastern.  The conference call number is (800) 549-8228, passcode 89194. 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/823687479.

A replay will be available by dialing (888) 660-6264 today, July 25, after the conclusion of the call, and continuing through August 8.  The passcode for the replay will be 89194#.  The replay will also be available at https://investors.boydgaming.com.

2

BOYD GAMING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands, except per share data)	2024			2023			2024			2023
Revenues
Gaming	$	650,827		$	660,729		$	1,284,958		$	1,325,037
Food & beverage		76,994			70,366			149,633			141,950
Room		52,595			49,761			101,542			99,826
Online		129,930			85,002			276,100			207,865
Management fee		21,252			17,446			43,497			37,476
Other		35,914			33,646			72,303			68,762
Total revenues		967,512			916,950			1,928,033			1,880,916
Operating costs and expenses
Gaming		252,067			249,999			497,753			499,794
Food & beverage		63,182			58,622			125,139			117,951
Room		19,342			18,580			38,054			35,700
Online		112,675			71,393			238,150			173,398
Other		13,248			11,003			26,161			22,570
Selling, general and administrative		105,134			99,070			213,318			199,389
Master lease rent expense (a)		27,852			27,099			55,087			53,927
Maintenance and utilities		36,946			37,591			71,690			73,617
Depreciation and amortization		65,677			62,220			128,590			123,780
Corporate expense		31,255			31,705			60,640			60,360
Project development, preopening and writedowns		7,586			5,201			10,607			(13,673	)
Impairment of assets		—			—			10,500			4,537
Other operating items, net		5,442			438			5,853			658
Total operating costs and expenses		740,406			672,921			1,481,542			1,352,008
Operating income		227,106			244,029			446,491			528,908
Other expense (income)
Interest income		(403	)		(2,715	)		(849	)		(20,860	)
Interest expense, net of amounts capitalized		42,949			42,715			85,258			86,581
Other, net		50			522			100			626
Total other expense, net		42,596			40,522			84,509			66,347
Income before income taxes		184,510			203,507			361,982			462,561
Income tax provision		(44,665	)		(11,053	)		(85,664	)		(70,376	)
Net income	$	139,845		$	192,454		$	276,318		$	392,185
Basic net income per common share	$	1.47		$	1.89		$	2.87		$	3.81
Weighted average basic shares outstanding		95,042			102,025			96,238			102,818
Diluted net income per common share	$	1.47		$	1.89		$	2.87		$	3.81
Weighted average diluted shares outstanding		95,080			102,071			96,280			102,867

__________________________________________

(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						Six Months Ended
	June 30,						June 30,
(In thousands)	2024			2023			2024			2023
Total Revenues by Segment
Las Vegas Locals	$	225,054		$	230,940		$	450,676		$	471,210
Downtown Las Vegas		57,701			52,991			111,232			109,548
Midwest & South		521,750			518,846			1,022,516			1,031,019
Online		129,930			85,002			276,100			207,865
Managed & Other		33,077			29,171			67,509			61,274
Total revenues	$	967,512		$	916,950		$	1,928,033		$	1,880,916
Adjusted EBITDAR by Segment
Las Vegas Locals	$	109,253		$	118,395		$	219,691		$	244,555
Downtown Las Vegas		22,018			19,652			39,833			42,019
Midwest & South		195,455			201,833			376,449			400,517
Online		17,057			13,400			37,533			34,023
Managed & Other		23,140			19,546			47,921			41,097
Corporate expense, net of share-based compensation expense (a)		(22,732	)		(21,464	)		(46,750	)		(43,703	)
Adjusted EBITDAR		344,191			351,362			674,677			718,508
Master lease rent expense (b)		(27,852	)		(27,099	)		(55,087	)		(53,927	)
Adjusted EBITDA		316,339			324,263			619,590			664,581
Other operating costs and expenses
Deferred rent		163			177			324			354
Depreciation and amortization		65,677			62,220			128,590			123,780
Share-based compensation expense		10,365			12,198			17,225			20,017
Project development, preopening and writedowns		7,586			5,201			10,607			(13,673	)
Impairment of assets		—			—			10,500			4,537
Other operating items, net		5,442			438			5,853			658
Total other operating costs and expenses		89,233			80,234			173,099			135,673
Operating income		227,106			244,029			446,491			528,908
Other expense (income)
Interest income		(403	)		(2,715	)		(849	)		(20,860	)
Interest expense, net of amounts capitalized		42,949			42,715			85,258			86,581
Other, net		50			522			100			626
Total other expense, net		42,596			40,522			84,509			66,347
Income before income taxes		184,510			203,507			361,982			462,561
Income tax provision		(44,665	)		(11,053	)		(85,664	)		(70,376	)
Net income	$	139,845		$	192,454		$	276,318		$	392,185

__________________________________________

(a) Reconciliation of corporate expense:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands)	2024			2023			2024			2023
Corporate expense as reported on Condensed Consolidated Statements of Operations	$	31,255		$	31,705		$	60,640		$	60,360
Corporate share-based compensation expense		(8,523	)		(10,241	)		(13,890	)		(16,657	)
Corporate expense, net, as reported on the above table	$	22,732		$	21,464		$	46,750		$	43,703

(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						Six Months Ended
	June 30,						June 30,
(In thousands, except per share data)	2024			2023			2024			2023
Net income	$	139,845		$	192,454		$	276,318		$	392,185
Pretax adjustments:
Project development, preopening and writedowns		7,586			5,201			10,607			(13,673	)
Impairment of assets		—			—			10,500			4,537
Other operating items, net		5,442			438			5,853			658
Interest income (a)		—			—			—			(14,315	)
Other, net		50			522			100			626
Total adjustments		13,078			6,161			27,060			(22,167	)
Income tax effect for above adjustments		(2,946	)		(1,418	)		(6,128	)		4,612
Impact of tax valuation allowance		—			(35,856	)		—			(35,856	)
Adjusted earnings	$	149,977		$	161,341		$	297,250		$	338,774
Net income per share, diluted	$	1.47		$	1.89		$	2.87		$	3.81
Pretax adjustments:
Project development, preopening and writedowns		0.08			0.05			0.11			(0.13	)
Impairment of assets		—			—			0.11			0.04
Other operating items, net		0.06			—			0.06			0.01
Interest income (a)		—			—			—			(0.14	)
Other, net		—			0.01			—			0.01
Total adjustments		0.14			0.06			0.28			(0.21	)
Income tax effect for above adjustments		(0.03	)		(0.02	)		(0.06	)		0.04
Impact of tax valuation allowance		—			(0.35	)		—			(0.35	)
Adjusted earnings per share, diluted	$	1.58		$	1.58		$	3.09		$	3.29
Weighted average diluted shares outstanding		95,080			102,071			96,280			102,867

__________________________________________

(a) Adjustment to the expected losses for interest on note receivable.

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, as applicable,

● 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, adjustments to the expected losses for interest on note receivable, the release of valuation allowances on deferred tax assets and other non-recurring adjustments, net, as applicable, 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.  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, manager of a tribal casino in northern California, and owner and operator of Boyd Interactive, a B2B and B2C online casino gaming business. 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 guests an outstanding entertainment experience and memorable customer service.  Through a long-standing company philosophy called Caring the Boyd Way, Boyd Gaming is committed to advancing Corporate Social Responsibility (CSR) initiatives that positively impact the Company's stakeholders and communities.  For additional Company information and press releases, visit https://investors.boydgaming.com.

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

7

XML

Document And Entity Information	Jul. 25, 2024
Document Information [Line Items]
Entity, Registrant Name	Boyd Gaming Corporation
Document, Type	8-K
Document, Period End Date	Jul. 25, 2024
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