Boyd Gaming Corp 10-Q for FY2025 Q3
Boyd Gaming Corp (BYD)
About this 10-Q
Boyd Gaming Corp filed this 10-Q on October 31, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1B
- up 4.5% from $961.25M a year earlier
- Net income
- $1.44B
- up 998.2% from net income of $131.13M a year earlier
- Diluted EPS
- $17.81
- up 1145.5% from $1.43 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
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BOYD GAMING CORPORATION
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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", "non-accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
The number of shares outstanding of the registrant’s common stock as of October 27, 2025 was
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
Item 1. Financial Statements (Unaudited)
BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
| September 30, | December 31, | |||||||
| (In thousands, except share data) | 2025 | 2024 | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Income taxes receivable | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other assets, net ($ and $ assets related to VIE) | ||||||||
| Intangible assets, net | ||||||||
| Goodwill, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Current maturities of long-term debt | ||||||||
| Accrued liabilities | ||||||||
| Income taxes payable | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, net of current maturities and debt issuance costs | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Deferred income taxes | ||||||||
| Other liabilities | ||||||||
| Commitments and contingencies (Note 6) | ||||||||
| Stockholders' equity | ||||||||
| Preferred stock, $ par value, shares authorized | ||||||||
| Common stock, $ par value, shares authorized; and shares outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Boyd Gaming Corporation stockholders' equity | ||||||||
| Noncontrolling interest | ||||||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| Three Months Ended |
Nine Months Ended |
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| September 30, |
September 30, |
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| (In thousands, except per share data) |
2025 |
2024 |
2025 |
2024 |
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| Revenues |
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| Gaming |
$ | $ | $ | $ | ||||||||||||
| Food & beverage |
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| Room |
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| Online |
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| Online reimbursements |
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| Management fee |
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| Other |
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| Total revenues |
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| Operating costs and expenses |
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| Gaming |
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| Food & beverage |
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| Room |
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| Online |
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| Online reimbursements |
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| Other |
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| Selling, general and administrative |
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| Master lease rent expense |
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| Maintenance and utilities |
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| Depreciation and amortization |
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| Corporate expense |
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| Project development, preopening and writedowns |
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| Impairment of assets |
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| Other operating items, net |
( |
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| Total operating costs and expenses |
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| Operating income |
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| Other expense (income) |
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| Interest income |
( |
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| Interest expense, net of amounts capitalized |
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| Loss on early extinguishments and modifications of debt |
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| Other, net |
( |
) | ( |
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| Total other (income) expense, net |
( |
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| Income before income taxes |
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| Income tax provision |
( |
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| Net income |
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| Net loss attributable to noncontrolling interest |
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| Net income attributable to Boyd Gaming |
$ | $ | $ | $ | ||||||||||||
| Basic net income per common share |
$ | $ | $ | $ | ||||||||||||
| Weighted average basic shares outstanding |
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| Diluted net income per common share |
$ | $ | $ | $ | ||||||||||||
| Weighted average diluted shares outstanding |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
| Three Months Ended |
Nine Months Ended |
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| September 30, |
September 30, |
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| (In thousands) |
2025 |
2024 |
2025 |
2024 |
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| Net income |
$ | $ | $ | $ | ||||||||||||
| Other comprehensive income (loss), net of tax: |
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| Fair value adjustments to available-for-sale securities |
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| Foreign currency translation adjustments |
( |
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| Comprehensive income |
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| Amounts attributable to noncontrolling interest: |
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| Net loss attributable to noncontrolling interest |
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| Comprehensive loss attributable to noncontrolling interest |
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| Comprehensive income attributable to Boyd Gaming |
$ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
| Boyd Gaming Corporation Stockholders' Equity | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||||||
| Common Stock | Paid-in | Retained | Comprehensive | Noncontrolling | ||||||||||||||||||||||||
| (In thousands, except share data) | Shares | Amount | Capital | Earnings | Income (Loss) | Interest | Total | |||||||||||||||||||||
| Balances, January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Net income (loss) | — | ( | ) | |||||||||||||||||||||||||
| Fair value adjustments to available-for-sale securities | — | |||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | |||||||||||||||||||||||||||
| Stock options exercised | ||||||||||||||||||||||||||||
| Release of restricted stock units, net of tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Release of performance stock units, net of tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Shares repurchased and retired | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Dividends declared ($ per share) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Share-based compensation costs | — | |||||||||||||||||||||||||||
| Transactions with noncontrolling interest | — | |||||||||||||||||||||||||||
| Balances, March 31, 2025 | ( | ) | ||||||||||||||||||||||||||
| Net income (loss) | — | ( | ) | |||||||||||||||||||||||||
| Fair value adjustments to available-for-sale securities | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustments | — | |||||||||||||||||||||||||||
| Release of restricted stock units, net of tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Release of performance stock units, net of tax | ||||||||||||||||||||||||||||
| Shares repurchased and retired | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Dividends declared ($ per share) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Share-based compensation costs | — | |||||||||||||||||||||||||||
| Balances, June 30, 2025 | ( | ) | ||||||||||||||||||||||||||
| Net income (loss) | — | ( | ) | |||||||||||||||||||||||||
| Fair value adjustments to available-for-sale securities | — | |||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Release of restricted stock units, net of tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Shares repurchased and retired | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Dividends declared ($ per share) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Share-based compensation costs | — | |||||||||||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (Continued)
| Boyd Gaming Corporation Stockholders' Equity | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||||||
| Common Stock | Paid-in | Retained | Comprehensive | Noncontrolling | ||||||||||||||||||||||||
| (In thousands, except share data) | Shares | Amount | Capital | Earnings | Income (Loss) | Interest | Total | |||||||||||||||||||||
| Balances, January 1, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||
| Fair value adjustments to available-for-sale securities | — | |||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Release of restricted stock units, net of tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Release of performance stock units, net of tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Shares repurchased and retired | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Dividends declared ($ per share) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Share-based compensation costs | — | |||||||||||||||||||||||||||
| Balances, March 31, 2024 | ( | ) | ||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||
| Fair value adjustments to available-for-sale securities | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustments | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Stock options exercised | ||||||||||||||||||||||||||||
| Release of restricted stock units, net of tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Shares repurchased and retired | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Dividends declared ($ per share) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Share-based compensation costs | — | |||||||||||||||||||||||||||
| Balances, June 30, 2024 | ( | ) | ||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||
| Fair value adjustments to available-for-sale securities | — | |||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | |||||||||||||||||||||||||||
| Release of restricted stock units, net of tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Shares repurchased and retired | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Dividends declared ($ per share) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Share-based compensation costs | — | |||||||||||||||||||||||||||
| Balances, September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| Nine Months Ended |
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| September 30, |
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| (In thousands) |
2025 |
2024 |
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| Cash Flows from Operating Activities |
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| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
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| Depreciation and amortization |
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| Amortization of debt financing costs and discounts on debt |
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| Non-cash operating lease expense |
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| Share-based compensation expense |
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| Deferred income taxes |
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| Non-cash interest income |
( |
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| Non-cash impairment of assets |
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| Gain on sale of investment |
( |
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| Loss on early extinguishments and modifications of debt |
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| Other operating activities |
( |
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| Changes in operating assets and liabilities, excluding the impact of acquisitions: |
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| Accounts receivable, net |
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| Inventories |
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| Prepaid expenses and other current assets |
( |
) | ( |
) | ||||
| Income taxes (receivable) payable, net |
( |
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| Other assets, net |
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| Accounts payable and accrued liabilities |
( |
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| Operating lease liabilities |
( |
) | ( |
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| Other liabilities |
( |
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| Net cash provided by operating activities |
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| Cash Flows from Investing Activities |
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| Capital expenditures |
( |
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| Payments received on note receivable |
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| Advances made under note receivable |
( |
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| Proceeds from sale of investment |
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| Cash paid for asset acquisitions, net of cash received |
( |
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| Other investing activities |
( |
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| Net cash provided by (used in) investing activities |
( |
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| Cash Flows from Financing Activities |
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| Borrowings under credit facility |
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| Payments under credit facility |
( |
) | ( |
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| Share-based compensation activities |
( |
) | ( |
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| Shares repurchased and retired |
( |
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| Dividends paid |
( |
) | ( |
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| Other financing activities |
( |
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| Net cash used in financing activities |
( |
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| Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash |
( |
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| Change in cash, cash equivalents and restricted cash |
( |
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| Cash, cash equivalents and restricted cash, beginning of period |
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| Cash, cash equivalents and restricted cash, end of period |
$ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information |
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| Cash paid for interest, net of amounts capitalized |
$ | $ | ||||||
| Cash received for interest |
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| Cash paid for income taxes |
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| Supplemental Schedule of Non-cash Investing and Financing Activities |
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| Payables incurred for capital expenditures |
$ | $ | ||||||
| Dividends declared not yet paid |
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| Asset acquisition in exchange for contingent consideration |
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| Derecognition of right-of-use operating lease asset |
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| Derecognition of lease liability |
( |
) | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd," "Boyd Gaming," "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD".
We are a geographically diversified operator of
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission ("SEC") on February 21, 2025.
The results for the periods indicated are unaudited but reflect all adjustments, consisting only of normal recurring adjustments, that management considers necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods.
Recasted Condensed Consolidated Statements of Operations (Unaudited)
In the third quarter of 2025, the Company has separated out online reimbursements revenue from online revenue and online reimbursements expense from online expense. Under certain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by the third-party operators. To improve transparency on the face of the financial statements, the reimbursements we receive are recorded as online reimbursements revenue and the gaming taxes and other expenses paid are reported as online reimbursements expense. Online revenue and online expense include Boyd Interactive operations and our revenue share from our online market access agreements. Revenue for the three and nine months ended September 30, 2024 has been recast to conform to this presentation. The disaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense did not impact the Company's total revenues, net income or earnings per share as previously reported for the three and nine months ended September 30, 2024. Additionally, revenues and expenses from the first and second quarters of 2025 have been recast to reflect the breakout of online reimbursements revenue from online revenue and online reimbursements expense from online expense included in the nine months ended September 30, 2025.
Consolidation of Subsidiaries and Variable Interest Entities
The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. In addition, we consolidate variable interest entities ("VIEs") for which we or one of our consolidated subsidiaries is the primary beneficiary. Investments in unconsolidated affiliates, which are 50% or less owned and where we have significant influence and do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or VIEs, are accounted for under the equity method.
We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the economic performance of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We review investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE.
All intercompany accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market funds with maturities of three months or less at their date of purchase. The instruments are not restricted as to withdrawal or use and are on deposit with high credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available on demand.
Restricted Cash
Restricted cash consists primarily of: (i) amounts restricted by regulation for gaming and racing purposes; (ii) amounts restricted by regulation for the value in players' online casino gaming accounts; and (iii) advance payments received for future bookings with our Hawaiian travel agency. These restricted cash balances are invested in highly liquid instruments with a maturity of 90 days or less. These restricted cash balances are held by high credit quality financial institutions. The carrying values of these instruments approximate their fair values due to their short maturities.
The following table provides a reconciliation of cash, cash equivalents and restricted cash balances reported within the condensed consolidated balance sheets to the total balance shown in the condensed consolidated statements of cash flows.
| September 30, | December 31, | September 30, | December 31, | |||||||||||||
| (In thousands) | 2025 | 2024 | 2024 | 2023 | ||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | $ | $ | ||||||||||||
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
Leases
Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For our operating leases for which the rate implicit in the lease is not readily determinable, we generally use an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. The incremental borrowing rate is determined based on the weighted average incremental borrowing rate at the lease commencement or modification date that is commensurate with the rate of interest in a similar economic environment that we would have to pay to borrow an amount equal to our future lease payments on a collateralized basis over a similar term, including reasonably certain options to extend or terminate. The determination of the incremental borrowing rate could materially impact our lease liabilities. Operating right-of-use ("ROU") assets and finance lease assets are recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. Lease and non-lease components are accounted for separately.
Revenue Recognition
The Company’s revenue contracts with customers consist of gaming wagers (including both those made at our gaming entertainment properties and online B2C wagers), hotel room sales, food & beverage offerings and other amenity transactions. See Online Market Access Agreements below for further discussion of revenues earned under our market access agreements. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food & beverage or when the service is provided for other amenity transactions.
We have established a player loyalty point program to encourage repeat business from frequent and active slot machine customers and other patrons. Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food & beverage, hotel rooms and other free goods and services.
Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s player loyalty program and a single performance obligation for customers who do not participate in the program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the player loyalty contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers, excluding race and sports wagers, is recognized when the wagers occur as all such wagers settle immediately. The allocated revenue for race and sports wagers is recognized when the specific event or game occurs. The player loyalty contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note 4, Accrued Liabilities, for the balance outstanding related to the player loyalty program.
The Company collects advance deposits from hotel customers for future hotel reservations and other future events such as banquets and ticketed events. These advance deposits represent obligations of the Company until the hotel room stay is provided to the customer or the banquet or ticketed event occurs. See Note 4, Accrued Liabilities, for the balance outstanding related to advance deposits.
The Company's outstanding chip liability represents the amounts owed in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. See Note 4, Accrued Liabilities, for the balance related to outstanding chips.
The retail value of hotel accommodations, food & beverage, and other services furnished to guests without charge is recorded as departmental revenues. Gaming revenues are net of incentives earned in our player loyalty program and the estimated retail value of complimentary goods and services provided to customers (such as complimentary rooms and food & beverage). The estimated retail values related to goods and services provided to customers without charge or upon redemption of points under our player loyalty program, included in departmental revenues, and therefore reducing our gaming revenues, are as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Food & beverage | $ | $ | $ | $ | ||||||||||||
| Room | ||||||||||||||||
| Other | ||||||||||||||||
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
Gaming Taxes
We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded in the condensed consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for Boyd Interactive operations. Gaming taxes recorded as gaming expense totaled approximately $
Income Taxes
Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed at a minimum quarterly, and as facts and circumstances change, based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.
Other Long-Term Tax Liabilities
The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.
Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement is only addressed if the position is deemed to be more likely than not to be sustained. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.
Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the "more likely than not" standard. If it is subsequently determined that a previously recognized tax position no longer meets the "more likely than not" standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. If applicable, accrued interest and penalties are included in other long-term tax liabilities on the condensed consolidated balance sheets.
The IRS selected our federal corporate income tax return for the tax year ended December 31, 2021, for examination. The IRS examination began in the second quarter of 2024 and was closed in the second quarter of 2025 with no significant adjustments. As of September 30, 2025, there were no changes to our unrecognized tax benefits to date.
Collaborative Arrangements - FanDuel
In 2018, we acquired a percent equity ownership in FanDuel Group Parent, LLC ("FanDuel"). During the period that we held the five percent equity interest, we did not have the ability to exercise significant influence over FanDuel's operations and financial policies. Our five percent equity ownership in FanDuel was recorded at cost in accordance with the measurement alternative allowed under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 321, Accounting for Investments of Equity Securities. We evaluated the investment for impairment whenever events or circumstances indicated that the carrying amount may not be recoverable. We evaluated the recorded value of the investment when any observable price changes in orderly transactions for an identical or similar investment required an adjustment of the investment to fair value. From the acquisition of the FanDuel equity interest in 2018 to the sale of such in July 2025, as discussed below, the Company had no accumulated impairments or adjustments to fair value related to the investment.
On July 10, 2025, Boyd Interactive Gaming Holdings, L.L.C. ("Boyd Interactive Holdings"), a wholly owned subsidiary of Boyd Gaming, entered into a definitive agreement ("Purchase Agreement") with TSE Holdings Ltd. ("Parent") and FanDuel, pursuant to which Parent agreed to purchase Boyd Interactive Holding's five percent equity interest (the "Equity Interest") in FanDuel, and Boyd Gaming and FanDuel, or their respective affiliated entities, agreed to enter into certain Commercial Arrangements (as defined below). On July 31, 2025, pursuant to the Purchase Agreement, Boyd Interactive Holdings completed the sale of its Equity Interest to Parent for aggregate cash consideration of $
In connection with the sale of the Equity Interest, Boyd Gaming and FanDuel or their respective affiliated entities terminated certain of their existing agreements related to their strategic partnership and entered into certain new agreements (collectively, the "FanDuel Market Access Agreements"), pursuant to which Boyd Gaming or its subsidiaries ("Boyd Entities") agreed to, among other things, (i) provide FanDuel or its subsidiary with certain market access rights to operate online sports wagering or other online gaming services similar to the prior arrangements with Boyd entities, updated to an annual fixed fee owed to the Boyd Entities instead of variable fees based on net wagering wins and losses and to extend the term of the arrangements to 2038, and (ii) transition any branding and operational support provided by FanDuel at the existing FanDuel branded sportsbooks at Boyd Gaming properties to be branded and operated entirely by Boyd Entities, but utilizing certain sports betting data feeds provided by FanDuel or its affiliate.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
Online Market Access Agreements
Subject to state law and regulatory approvals, we offer online sports wagering under market access agreements with online operators in Illinois, Indiana, Iowa, Kansas, Louisiana, Ohio (through June 30, 2025) and Pennsylvania as well as online casinos in Pennsylvania. Under our online market access agreements, including the FanDuel Market Access Agreements, we receive a revenue share from the third-party operator based on actual net wagering wins and losses or a fixed annual fee. The market access fees under these market access agreements are recorded in online revenue on the condensed consolidated statements of operations.
Under certain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by the third-party operators. We report these gaming taxes and other expenses paid as online reimbursements expense and the reimbursements we receive as online reimbursements revenues.
Currency Translation
The Company translates the financial statements of its foreign subsidiary that are not denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. If a material income statement event occurs, the transaction would be translated at the exchange rate in effect on the date of occurrence. Translation adjustments are recorded in other comprehensive income (loss). Gains or losses from foreign currency transaction remeasurements are recorded in other, net on the condensed consolidated statements of operations.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Recently Issued Accounting Pronouncements
ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) ("Update 2025-06")
In September 2025, the FASB issued Update 2025-06 to clarify guidance regarding when an entity is required to start capitalizing software costs. Update 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2025-06 to the condensed consolidated financial statements.
ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) ("Update 2025-05")
In July 2025, the FASB issued Update 2025-05 to clarify guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of the asset. Update 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2025-05 to the condensed consolidated financial statements.
A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our condensed consolidated financial statements.
NOTE 2. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
| September 30, | December 31, | |||||||
| (In thousands) | 2025 | 2024 | ||||||
| Land | $ | $ | ||||||
| Buildings and improvements | ||||||||
| Furniture and equipment | ||||||||
| Riverboats and barges | ||||||||
| Construction in progress | ||||||||
| Total property and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense is as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Depreciation expense | $ | $ | $ | $ | ||||||||||||
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
During the nine months ended September 30, 2025, as a result of our first quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $
NOTE 3. GOODWILL AND INTANGIBLE ASSETS, NET
Intangible assets, net consist of the following:
| September 30, 2025 | ||||||||||||||||||||||||
| Weighted | ||||||||||||||||||||||||
| Useful Life | Gross | Accumulated | Effect of Foreign | |||||||||||||||||||||
| Remaining | Carrying | Accumulated | Impairment | Currency | Intangible | |||||||||||||||||||
| (In thousands) | (in years) | Value | Amortization | Losses | Exchange | Assets, Net | ||||||||||||||||||
| Amortizing intangibles | ||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||
| Host agreements | ( | ) | ||||||||||||||||||||||
| Development agreement | ( | ) | ||||||||||||||||||||||
| Developed technology | ( | ) | ( | ) | ||||||||||||||||||||
| B2B relationships | ( | ) | ( | ) | ||||||||||||||||||||
| B2C relationships | ( | ) | ||||||||||||||||||||||
| Marketing agreement | ( | ) | ||||||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||||
| Indefinite lived intangible assets | ||||||||||||||||||||||||
| Trademarks | Indefinite | ( | ) | |||||||||||||||||||||
| Gaming license rights | Indefinite | ( | ) | ( | ) | |||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||
| Weighted | ||||||||||||||||||||||||
| Useful Life | Gross | Accumulated | Effect of Foreign | |||||||||||||||||||||
| Remaining | Carrying | Accumulated | Impairment | Currency | Intangible | |||||||||||||||||||
| (In thousands) | (in years) | Value | Amortization | Losses | Exchange | Assets, Net | ||||||||||||||||||
| Amortizing intangibles | ||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||
| Host agreements | ( | ) | ||||||||||||||||||||||
| Development agreement | ( | ) | ||||||||||||||||||||||
| Developed technology | ( | ) | ( | ) | ||||||||||||||||||||
| B2B relationships | ( | ) | ( | ) | ||||||||||||||||||||
| B2C relationships | ( | ) | ||||||||||||||||||||||
| Marketing agreement | ( | ) | ||||||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||||
| Indefinite lived intangible assets | ||||||||||||||||||||||||
| Trademarks | Indefinite | ( | ) | |||||||||||||||||||||
| Gaming license rights | Indefinite | ( | ) | ( | ) | |||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
The following table presents the future amortization expense for our amortizing intangible assets as of September 30, 2025:
| (In thousands) | Customer Relationships | Host Agreements | Development Agreement | Developed Technology | B2B Relationships | B2C Relationships | Marketing Agreement | Total | ||||||||||||||||||||||||
| For the year ending | ||||||||||||||||||||||||||||||||
| December 31, | ||||||||||||||||||||||||||||||||
| 2025 (excluding nine months ended September 30, 2025) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||||||||
| Total future amortization | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
During the nine months ended September 30, 2024, as a result of our first quarter 2024 impairment review, the Company recorded an impairment charge of $
Goodwill consists of the following:
| September 30, 2025 | ||||||||||||||||||||
| Effect of | ||||||||||||||||||||
| Gross | Accumulated | Foreign | ||||||||||||||||||
| Carrying | Accumulated | Impairment | Currency | Goodwill, | ||||||||||||||||
| (In thousands) | Value | Amortization | Losses | Exchange | Net | |||||||||||||||
| Goodwill, net by Segment | ||||||||||||||||||||
| Las Vegas Locals | $ | $ | $ | ( | ) | $ | $ | |||||||||||||
| Downtown Las Vegas | ( | ) | ||||||||||||||||||
| Midwest & South | ( | ) | ||||||||||||||||||
| Online | ( | ) | ||||||||||||||||||
| Managed & Other | ( | ) | ||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||
| December 31, 2024 | ||||||||||||||||||||
| Effect of | ||||||||||||||||||||
| Gross | Accumulated | Foreign | ||||||||||||||||||
| Carrying | Accumulated | Impairment | Currency | Goodwill, | ||||||||||||||||
| (In thousands) | Value | Amortization | Losses | Exchange | Net | |||||||||||||||
| Goodwill, net by Segment | ||||||||||||||||||||
| Las Vegas Locals | $ | $ | $ | ( | ) | $ | $ | |||||||||||||
| Downtown Las Vegas | ( | ) | ||||||||||||||||||
| Midwest & South | ( | ) | ||||||||||||||||||
| Online | ( | ) | ||||||||||||||||||
| Managed & Other | ( | ) | ||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||
NOTE 4. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
| September 30, | December 31, | |||||||
| (In thousands) | 2025 | 2024 | ||||||
| Payroll and related | $ | $ | ||||||
| Interest | ||||||||
| Gaming | ||||||||
| Player loyalty program | ||||||||
| Advance deposits | ||||||||
| Outstanding chips | ||||||||
| Dividends payable | ||||||||
| Operating | ||||||||
| Other | ||||||||
| Total accrued liabilities | $ | $ | ||||||
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
NOTE 5. LONG-TERM DEBT
Long-term debt, net of current maturities and debt issuance costs, consists of the following:
| September 30, 2025 | ||||||||||||||||
| Interest | Unamortized | |||||||||||||||
| Rates at | Origination | |||||||||||||||
| September 30, | Outstanding | Fees and | Long-Term | |||||||||||||
| (In thousands) | 2025 | Principal | Costs | Debt, Net | ||||||||||||
| Credit facility | % | $ | $ | ( | ) | $ | ||||||||||
| 4.750% senior notes due 2027 | % | ( | ) | |||||||||||||
| 4.750% senior notes due 2031 | % | ( | ) | |||||||||||||
| Long-term debt, net | $ | $ | ( | ) | $ | |||||||||||
| December 31, 2024 | ||||||||||||||||
| Interest | Unamortized | |||||||||||||||
| Rates at | Origination | |||||||||||||||
| December 31, | Outstanding | Fees and | Long-Term | |||||||||||||
| (In thousands) | 2024 | Principal | Costs | Debt, Net | ||||||||||||
| Credit facility | % | $ | $ | ( | ) | $ | ||||||||||
| 4.750% senior notes due 2027 | % | ( | ) | |||||||||||||
| 4.750% senior notes due 2031 | % | ( | ) | |||||||||||||
| Other | % | |||||||||||||||
| Total long-term debt | ( | ) | ||||||||||||||
| Less current maturities | ||||||||||||||||
| Long-term debt, net | $ | $ | ( | ) | $ | |||||||||||
The outstanding principal amounts under the Credit Facility are comprised of the following:
| September 30, | December 31, | |||||||
| (In thousands) | 2025 | 2024 | ||||||
| Revolving Credit Facility | $ | $ | ||||||
| Term A Loan | ||||||||
| Swing Loan | ||||||||
| Total outstanding principal amounts | $ | $ | ||||||
The Company used the $
With a total revolving credit commitment of $
Early Extinguishments and Modifications of Debt
During the three and nine months ended September 30, 2025, the Company incurred $
Covenant Compliance
As of September 30, 2025, we were in compliance with the financial covenants of our debt instruments.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
NOTE 6. COMMITMENTS AND CONTINGENCIES
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
NOTE 7. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| (In thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Shares repurchased (2) | ||||||||||||||||
| Total cost, including brokerage fees (3) | $ | $ | $ | $ | ||||||||||||
| Average repurchase price per share (4) | $ | $ | $ | $ | ||||||||||||
(1) Shares repurchased reflect repurchases settled during the three and nine months ended September 30, 2025 and 2024. These amounts exclude repurchases, if any, traded but not yet settled on or before September 30, 2025 and 2024, respectively.
(2) All shares repurchased have been retired and constitute authorized but unissued shares.
(3) Costs exclude 1% excise tax on corporate stock buybacks.
(4) Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers and excludes the 1% excise tax.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
Dividends
The dividends declared by the Board of Directors and reflected in the periods presented are:
| Declaration date | Record date | Payment date | Amount per share | |||||
| December 7, 2023 | | | $ | |||||
| February 28, 2024 | | | ||||||
| May 9, 2024 | | | ||||||
| August 20, 2024 | | | ||||||
| December 5, 2024 | | | ||||||
| February 20, 2025 | | | ||||||
| May 8, 2025 | | | ||||||
| August 12, 2025 | | | ||||||
Share-Based Compensation
We account for share-based awards exchanged for employee services in accordance with the authoritative accounting guidance for share-based payments. Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period.
The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our condensed consolidated statements of operations.
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Gaming | $ | $ | $ | $ | ||||||||||||
| Food & beverage | ||||||||||||||||
| Room | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Corporate expense | ||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | ||||||||||||
Restricted Stock Units
Our 2020 Plan provides for the grant of Restricted Stock Units ("RSU"). A RSU is an award that may be earned in whole, or in part, upon the passage of time, and that may be settled for cash, shares, other securities or a combination thereof. The RSUs do not contain voting rights and are not entitled to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the 2020 Plan. Share-based compensation costs related to RSU awards are calculated based on the market price on the date of the grant. We grant RSUs to certain members of management of the Company, which represents a contingent right to receive one share of our common stock upon vesting. Prior to the first quarter 2025 grant, a RSU generally vested on the anniversary of its issuance date. Beginning with the first quarter 2025 grant, a RSU generally vests in annual installments of - of the original number of units granted with the full award fully vested on the anniversary of its issuance date. Share-based compensation expense is amortized to expense over the requisite service period. In addition, annually we award RSUs to certain members of our Board of Directors and the shares are issued to the director when the RSU is granted. As these RSUs are issued for past service, they are expensed on the date of issuance.
Performance Shares
Our stock incentive plan provides for the issuance of Performance Share Units ("PSU") grants which may be earned, in whole or in part, upon the passage of time and the attainment of performance criteria. We periodically review our estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjust our stock compensation expense accordingly.
The PSU grants awarded in first quarter 2022 and third quarter 2021 fully vested during the first quarter of 2025 and 2024, respectively. Common shares under the 2022 grant were issued based on determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization and Rent under master leases ("Adjusted EBITDAR"), Adjusted EBITDAR margin and return on invested capital for the -year performance period from January 1, 2022 to December 31, 2024. Common shares under the 2021 grant were issued based on the determination by the Compensation Committee of our actual achievement of Adjusted EBITDAR and return on invested capital for the two-year performance period from July 2021 to June 2023. As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs.
The PSU grant awarded in February 2022 resulted in a total of
The PSU grant awarded in July 2021 resulted in a total of
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
Unamortized Stock Compensation Expense and Recognition Period
As of September 30, 2025, there was approximately $
NOTE 8. FAIR VALUE MEASUREMENTS
We have adopted the authoritative accounting guidance for fair value measurements, which does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions.
These inputs create the following fair value hierarchy:
Level 1: Quoted prices for identical instruments in active markets.
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.
Balances Measured at Fair Value
The following tables show the fair values of certain of our financial instruments:
| September 30, 2025 | ||||||||||||||||
| (In thousands) | Balance | Level 1 | Level 2 | Level 3 | ||||||||||||
| Assets | ||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||||
| Investment available for sale | ||||||||||||||||
| December 31, 2024 | ||||||||||||||||
| (In thousands) | Balance | Level 1 | Level 2 | Level 3 | ||||||||||||
| Assets | ||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||||
| Investment available for sale | ||||||||||||||||
Cash and Cash Equivalents and Restricted Cash
The fair values of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, are based on statements received from our banks as of September 30, 2025 and December 31, 2024.
Investment Available for Sale
We have an investment in a single municipal bond issuance of $
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
The following table summarizes the changes in fair value of the Company's Level 3 investment available for sale asset:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Balance at beginning of reporting period | $ | $ | $ | $ | ||||||||||||
| Total gains (realized or unrealized): | ||||||||||||||||
| Included in interest income | ||||||||||||||||
| Included in other comprehensive income (loss) | ||||||||||||||||
| Purchases, sales, issuances and settlements: | ||||||||||||||||
| Settlements | ( | ) | ( | ) | ||||||||||||
| Balance at end of reporting period | $ | $ | $ | $ | ||||||||||||
We are exposed to valuation risk on our Level 3 financial instrument. We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements. Our Level 3 financial instrument is most susceptible to valuation risk caused by changes in the discount rate. If the discount rate in our fair value measurements increased or decreased by 100 basis points, the change would not cause the value of our fair value measurements to change significantly.
The fair value of indefinite-lived intangible assets and long-lived assets, classified in the fair value hierarchy as Level 3, is utilized in performing the Company's impairment analyses.
Assets acquired and contingent liabilities assumed as part of an asset acquisition, along with noncontrolling interest, are recorded at fair value upon acquisition and all are classified in the fair value hierarchy as Level 3, other than cash or restricted cash acquired, which are classified as Level 1.
Balances Disclosed at Fair Value
The following tables provide the fair value measurement information about our obligation under assessment agreements and note receivable.
| September 30, 2025 | |||||||||||||
| Outstanding | Carrying | Estimated | Fair Value | ||||||||||
| (In thousands) | Face Amount | Value | Fair Value | Hierarchy | |||||||||
| Asset | |||||||||||||
| Note receivable | $ | $ | $ | Level 3 | |||||||||
| Liabilities | |||||||||||||
| Obligation under assessment arrangements | Level 3 | ||||||||||||
| December 31, 2024 | |||||||||||||
| Outstanding | Carrying | Estimated | Fair Value | ||||||||||
| (In thousands) | Face Amount | Value | Fair Value | Hierarchy | |||||||||
| Liabilities | |||||||||||||
| Obligation under assessment arrangements | $ | $ | $ | Level 3 | |||||||||
The following tables provide the fair value measurement information about our long-term debt:
| September 30, 2025 | |||||||||||||
| Outstanding | Carrying | Estimated | Fair Value | ||||||||||
| (In thousands) | Face Amount | Value | Fair Value | Hierarchy | |||||||||
| Credit facility | $ | $ | $ | Level 2 | |||||||||
| 4.750% senior notes due 2027 | Level 1 | ||||||||||||
| 4.750% senior notes due 2031 | Level 1 | ||||||||||||
| Total debt | $ | $ | $ | ||||||||||
| December 31, 2024 | |||||||||||||
| Outstanding | Carrying | Estimated | Fair Value | ||||||||||
| (In thousands) | Face Amount | Value | Fair Value | Hierarchy | |||||||||
| Credit facility | $ | $ | $ | Level 2 | |||||||||
| 4.750% senior notes due 2027 | Level 1 | ||||||||||||
| 4.750% senior notes due 2031 | Level 1 | ||||||||||||
| Other | Level 3 | ||||||||||||
| Total debt | $ | $ | $ | ||||||||||
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
The estimated fair values of our note receivable and our obligation under assessment arrangements are based on a discounted cash flows approach after giving consideration to the changes in market rates of interest, creditworthiness of both parties and credit spread. The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about September 30, 2025 and December 31, 2024. The estimated fair values of our senior notes are based on quoted market prices as of September 30, 2025 and December 31, 2024. The other debt is not traded and does not have an observable market input; therefore, we have estimated fair value to be equal to the carrying value for these obligations.
There were no transfers between Level 1, Level 2 and Level 3 measurements during the nine months ended September 30, 2025 and 2024.
NOTE 9. SEGMENT INFORMATION
The Company has the following reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties. The table below lists the Reportable Segment classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. The Online segment includes the operating results of our online gaming business ("Boyd Interactive") and online market access fees through our agreements with third parties throughout the United States. To reconcile Reportable Segments information to the condensed consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner Entertainment Group Illinois, LLC, our Illinois distributed gaming operator.
| Las Vegas Locals | ||
| Gold Coast Hotel and Casino | Las Vegas, Nevada | |
| The Orleans Hotel and Casino | Las Vegas, Nevada | |
| Sam's Town Hotel and Gambling Hall | Las Vegas, Nevada | |
| Suncoast Hotel and Casino | Las Vegas, Nevada | |
| Eastside Cannery Casino and Hotel (1) | Las Vegas, Nevada | |
| Aliante Casino + Hotel + Spa | North Las Vegas, Nevada | |
| Cannery Casino Hotel | North Las Vegas, Nevada | |
| Jokers Wild | Henderson, Nevada | |
| Downtown Las Vegas | ||
| California Hotel and Casino | Las Vegas, Nevada | |
| Fremont Hotel & Casino | Las Vegas, Nevada | |
| Main Street Station Hotel and Casino | Las Vegas, Nevada | |
| Midwest & South | ||
| Par-A-Dice Casino | East Peoria, Illinois | |
| Belterra Casino Resort (2) | Florence, Indiana | |
| Blue Chip Casino Hotel Spa | Michigan City, Indiana | |
| Diamond Jo Casino | Dubuque, Iowa | |
| Diamond Jo Worth | Northwood, Iowa | |
| Kansas Star Casino | Mulvane, Kansas | |
| Amelia Belle Casino | Amelia, Louisiana | |
| Delta Downs Racetrack Hotel & Casino | Vinton, Louisiana | |
| Evangeline Downs Racetrack & Casino | Opelousas, Louisiana | |
| Sam's Town Shreveport | Shreveport, Louisiana | |
| Treasure Chest Casino | Kenner, Louisiana | |
| IP Casino Resort Spa | Biloxi, Mississippi | |
| Sam's Town Hotel and Gambling Hall Tunica (3) | Tunica, Mississippi | |
| Ameristar Casino * Hotel Kansas City (2) | Kansas City, Missouri | |
| Ameristar Casino * Resort * Spa St. Charles (2) | St. Charles, Missouri | |
| Belterra Park (2) | Cincinnati, Ohio | |
| Valley Forge Casino Resort | King of Prussia, Pennsylvania |
(1) Company is finalizing plans to demolish the property. Property remains closed since it was closed on March 18, 2020, in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus.
(2) Property is subject to a master lease agreement with a real estate investment trust.
(3) Property will permanently close on November 9, 2025.
Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDAR
We evaluate profitability based on Adjusted EBITDAR, which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, 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, net income (loss) attributable to noncontrolling interest, other items, net and master lease rent expense, as applicable. Total Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and Adjusted EBITDAR related to the online operations in our Online segment. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency as our Downtown Las Vegas properties focus their marketing efforts on gaming customers from Hawaii.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with GAAP, facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before the impact of investing transactions, financing transactions and income taxes. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results.
The following tables set forth, for the periods indicated, departmental revenues for our Reportable Segments and our Managed & Other category to reconcile to total revenues:
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Food & | Online | Management | ||||||||||||||||||||||||||||||
| Gaming | Beverage | Room | Online | Reimbursements | Fee | Other | Total | |||||||||||||||||||||||||
| (In thousands) | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | ||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||
| Las Vegas Locals | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Downtown Las Vegas | ||||||||||||||||||||||||||||||||
| Midwest & South | ||||||||||||||||||||||||||||||||
| Online | ||||||||||||||||||||||||||||||||
| Managed & Other | ||||||||||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Three Months Ended September 30, 2024 (1) | ||||||||||||||||||||||||||||||||
| Food & | Online | Management | ||||||||||||||||||||||||||||||
| Gaming | Beverage | Room | Online | Reimbursements | Fee | Other | Total | |||||||||||||||||||||||||
| (In thousands) | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | ||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||
| Las Vegas Locals | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Downtown Las Vegas | ||||||||||||||||||||||||||||||||
| Midwest & South | ||||||||||||||||||||||||||||||||
| Online | ||||||||||||||||||||||||||||||||
| Managed & Other | ||||||||||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 (1) | ||||||||||||||||||||||||||||||||
| Food & | Online | Management | ||||||||||||||||||||||||||||||
| Gaming | Beverage | Room | Online | Reimbursements | Fee | Other | Total | |||||||||||||||||||||||||
| (In thousands) | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | ||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||
| Las Vegas Locals | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Downtown Las Vegas | ||||||||||||||||||||||||||||||||
| Midwest & South | ||||||||||||||||||||||||||||||||
| Online | ||||||||||||||||||||||||||||||||
| Managed & Other | ||||||||||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 (1) | ||||||||||||||||||||||||||||||||
| Food & | Online | Management | ||||||||||||||||||||||||||||||
| Gaming | Beverage | Room | Online | Reimbursements | Fee | Other | Total | |||||||||||||||||||||||||
| (In thousands) | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | ||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||
| Las Vegas Locals | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Downtown Las Vegas | ||||||||||||||||||||||||||||||||
| Midwest & South | ||||||||||||||||||||||||||||||||
| Online | ||||||||||||||||||||||||||||||||
| Managed & Other | ||||||||||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Revenues for the three and nine months ended September 30, 2024 have been recast to reflect the change made during the third quarter of 2025 to separate online reimbursements revenue from online revenue. Additionally, revenues for the first and second quarters of 2025 have been recast to reflect the separation of online reimbursements revenue from online revenue included in the nine months ended September 30, 2025.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
The following table reconciles, for the periods indicated, our Reportable Segments and our Managed & Other category Adjusted EBITDAR to net income attributable to Boyd Gaming, as reported in our accompanying condensed consolidated statements of operations:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Adjusted EBITDAR | ||||||||||||||||
| Las Vegas Locals | $ | $ | $ | $ | ||||||||||||
| Downtown Las Vegas | ||||||||||||||||
| Midwest & South | ||||||||||||||||
| Online | ||||||||||||||||
| Managed & Other | ||||||||||||||||
| Corporate expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Adjusted EBITDAR | ||||||||||||||||
| Other operating costs and expenses | ||||||||||||||||
| Deferred rent | ||||||||||||||||
| Master lease rent expense | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Share-based compensation expense | ||||||||||||||||
| Project development, preopening and writedowns | ||||||||||||||||
| Impairment of assets | ||||||||||||||||
| Other operating items, net | ( | ) | ||||||||||||||
| Total other operating costs and expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other expense (income) | ||||||||||||||||
| Interest income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense, net of amounts capitalized | ||||||||||||||||
| Loss on early extinguishments and modifications of debt | ||||||||||||||||
| Other, net | ( | ) | ( | ) | ||||||||||||
| Total other (income) expense, net | ( | ) | ( | ) | ||||||||||||
| Income before income taxes | ||||||||||||||||
| Income tax provision | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income | ||||||||||||||||
| Net loss attributable to noncontrolling interest | ||||||||||||||||
| Net income attributable to Boyd Gaming | $ | $ | $ | $ | ||||||||||||
For purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations.
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
Total Reportable Segment Expenses
The Company's chief operating decision maker ("CODM") is our President and Chief Executive Officer. To monitor performance, the CODM regularly receives and reviews revenue and Adjusted EBITDAR information monthly for each operating segment aggregated by reportable segment, as well as consolidated expense information. Additionally, the CODM receives estimated and forecasted expense information by operating segment, as well as Adjusted EBITDAR margins and customer play on a segment basis. The CODM uses Adjusted EBITDAR margins to monitor the operating efficiencies of segments and customer play trends to monitor the overall health of the player in each segment. The CODM evaluates operating performance and allocates resources based on revenue and Adjusted EBITDAR. In particular, the CODM utilizes Adjusted EBITDAR to evaluate total company performance and individual operating segment performance. In addition, the CODM utilizes Adjusted EBITDAR in the evaluation of incentive compensation and in the annual budget process. Finally, the CODM uses Adjusted EBITDAR in the evaluation of potential acquisitions.
As expense information provided is either at the consolidated Company level or is estimated or forecasted, and the CODM is not able to easily compute any segment expenses, the Company has aggregated all expenses into a single other segment expense category to reconcile segment revenues to Adjusted EBITDAR, the segment performance measure. The following table reconciles, for the periods indicated, the revenues of our Reportable Segments and our Managed & Other category to Adjusted EBITDAR.
| Las Vegas | Downtown | Midwest & | Managed & | |||||||||||||||||||||
| (In thousands) | Locals | Las Vegas | South | Online | Other | Total | ||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Other segment expenses (1) | ||||||||||||||||||||||||
| Corporate expense | — | — | — | — | — | |||||||||||||||||||
| Adjusted EBITDAR | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Other segment expenses (1) | ||||||||||||||||||||||||
| Corporate expense | — | — | — | — | — | |||||||||||||||||||
| Adjusted EBITDAR | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Other segment expenses (1) | ||||||||||||||||||||||||
| Corporate expense | — | — | — | — | — | |||||||||||||||||||
| Adjusted EBITDAR | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Other segment expenses (1) | ||||||||||||||||||||||||
| Corporate expense | — | — | — | — | — | |||||||||||||||||||
| Adjusted EBITDAR | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
(1) Other segment expenses include gaming taxes, payroll and payroll related costs, advertising, property insurance, property taxes, professional fees, utilities, and various other expenses related to our casino, hotel and online operations.
Total Reportable Segment Assets
The Company's assets by Reportable Segment and Managed & Other category consisted of the following amounts:
| September 30, | December 31, | |||||||
| (In thousands) | 2025 | 2024 | ||||||
| Assets | ||||||||
| Las Vegas Locals | $ | $ | ||||||
| Downtown Las Vegas | ||||||||
| Midwest & South | ||||||||
| Online | ||||||||
| Managed & Other | ||||||||
| Corporate | ||||||||
| Total Assets | $ | $ | ||||||
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
______________________________________________________________________________________________________
NOTE 10. SUBSEQUENT EVENTS
We have evaluated all events or transactions that occurred after September 30, 2025. During this period, up to the filing date, we did not identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd," "Boyd Gaming," "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD".
We are a geographically diversified operator of 28 gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. In addition, we own and operate Boyd Interactive, a business-to-business and business-to-consumer online casino gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria. We have the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties. The table below lists the Reportable Segment classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. The Online segment includes the operating results of our online gaming business ("Boyd Interactive") and online market access fees through our agreements with third parties throughout the United States. To reconcile Reportable Segments information to the condensed consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner Entertainment Group Illinois, LLC, our Illinois distributed gaming operator ("Lattner").
| Las Vegas Locals |
||
| Gold Coast Hotel and Casino |
Las Vegas, Nevada |
|
| The Orleans Hotel and Casino |
Las Vegas, Nevada |
|
| Sam's Town Hotel and Gambling Hall |
Las Vegas, Nevada |
|
| Suncoast Hotel and Casino |
Las Vegas, Nevada |
|
| Eastside Cannery Casino and Hotel (1) |
Las Vegas, Nevada |
|
| Aliante Casino + Hotel + Spa |
North Las Vegas, Nevada |
|
| Cannery Casino Hotel |
North Las Vegas, Nevada |
|
| Jokers Wild |
Henderson, Nevada |
|
| Downtown Las Vegas |
||
| California Hotel and Casino |
Las Vegas, Nevada |
|
| Fremont Hotel & Casino |
Las Vegas, Nevada |
|
| Main Street Station Hotel and Casino |
Las Vegas, Nevada |
|
| Midwest & South |
||
| Par-A-Dice Casino |
East Peoria, Illinois |
|
| Belterra Casino Resort (2) |
Florence, Indiana |
|
| Blue Chip Casino Hotel Spa |
Michigan City, Indiana |
|
| Diamond Jo Casino |
Dubuque, Iowa |
|
| Diamond Jo Worth |
Northwood, Iowa |
|
| Kansas Star Casino |
Mulvane, Kansas |
|
| Amelia Belle Casino |
Amelia, Louisiana |
|
| Delta Downs Racetrack Hotel & Casino |
Vinton, Louisiana |
|
| Evangeline Downs Racetrack & Casino |
Opelousas, Louisiana |
|
| Sam's Town Shreveport |
Shreveport, Louisiana |
|
| Treasure Chest Casino |
Kenner, Louisiana |
|
| IP Casino Resort Spa |
Biloxi, Mississippi |
|
| Sam's Town Hotel and Gambling Hall Tunica (3) |
Tunica, Mississippi |
|
| Ameristar Casino * Hotel Kansas City (2) |
Kansas City, Missouri |
|
| Ameristar Casino * Resort * Spa St. Charles (2) |
St. Charles, Missouri |
|
| Belterra Park (2) |
Cincinnati, Ohio |
|
| Valley Forge Casino Resort |
King of Prussia, Pennsylvania |
(1) Company is finalizing plans to demolish the property. Property remains closed since it was closed on March 18, 2020, in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus.
(2) Property is subject to a master lease agreement with a real estate investment trust.
(3) Property will permanently close on November 9, 2025.
We also own a travel agency located in Hawaii. As our Downtown Las Vegas properties focus their marketing efforts on gaming customers from Hawaii, financial results for our travel agency are included in our Downtown Las Vegas segment.
Most of our gaming entertainment properties also include a hotel, restaurants, bars, a sportsbook, retail and other amenities. Our main business emphasis is on slot revenues, which are highly dependent upon the number of visits and spending levels of customers at our properties.
Our gaming entertainment properties have historically generated significant operating cash flow, with the majority of our revenue being cash-based. While we do provide casino credit and the ability to transfer digital funds from a player's cashless "BoydPay" wallet, subject to certain gaming regulations and jurisdictions, most of our customers wager with cash and pay for non-gaming services with cash or by credit card.
Until July 31, 2025, we also held a five percent equity ownership interest in FanDuel Group Parent, LLC ("FanDuel"), the nation's leading sports-betting operator. On July 10, 2025, we entered into a definitive agreement with FanDuel and TSE Holdings Ltd., to sell our equity interest, terminate certain market access agreements and enter into certain new market access agreements. The sale of our five percent equity interest in FanDuel closed on July 31, 2025 ("FanDuel Equity Sale"), and the Company received aggregate cash proceeds of $1,758.0 million. See also Note 1, Summary of Significant Accounting Policies.
Our industry is capital intensive, and we rely heavily on the ability of our operations to generate operating cash flow to fund maintenance capital expenditures, pay income taxes, repay debt financing and associated interest costs, repurchase our debt or equity securities, pay dividends, and provide excess cash for future development and to help fund acquisitions.
Our Strategy
Our strategy is to increase shareholder value by pursuing strategic initiatives that improve and grow our business.
Growing Revenues and Operating Efficiently
We are committed to growing revenues and building loyalty among core customers through targeted marketing investments with a focus on maximizing gaming revenues while operating as efficiently as possible.
Balance Sheet Strength
We are committed to maintaining a strong balance sheet and finding opportunities to diversify and increase our cash flow. We are also committed to a balanced capital allocation approach with our cash flows, with a current emphasis on investing in our business and returning capital to shareholders. The aggregate cash proceeds from the FanDuel Equity Sale during the third quarter of 2025 were used primarily to repay outstanding borrowings under our Credit Facility.
Evaluating Acquisition and Growth Opportunities
Our evaluations of potential investments and growth opportunities are strategic, deliberate, and disciplined. Our goal is to identify and pursue opportunities that grow our business, are available at the right price and deliver a solid return for shareholders. These investments can take the form of expanding and enhancing offerings and amenities at existing properties, developing new properties, expanding and enhancing online sports wagering and online casino offerings as they are legalized in and around the states we operate today, and asset acquisitions.
Maintaining Our Brand
The ability of our Team Members to deliver great customer service helps distinguish our Company and our brand from our competitors. Our Team Members are an important reason that our customers continue to choose our properties over the competition across the country. In addition, we have established nationwide branding through our "Boyd Rewards" loyalty program. Our players use their Boyd Rewards cards to earn and redeem points at all of our gaming entertainment properties and online casino gaming offerings. Boyd Rewards, among other benefits, rewards players for their loyalty by entitling them to qualify for promotions and monetary discounts, earn rewards toward gaming and nongaming activities and receive benefits such as vacations and luxury gifts.
Commitment to Corporate Social Responsibility ("CSR")
We seek to fulfill our commitment to CSR through four core pillars: Environment, People, Communities and Corporate Governance. We invest in the well-being of our communities and future generations through economic contributions and endeavor to reduce our carbon footprint, strive to be an employer of choice where every Team Member is treated with dignity and respect, and promote a culture of conducting business with the highest level of integrity.
Our Key Performance Indicators
We use several key performance measures to evaluate the operations of our gaming entertainment properties. These key performance measures include the following:
| • |
Gaming revenue measures: slot handle, which means the dollar amount wagered in slot machines, and table game drop, which means the total amount of cash, including digital funds transferred from the players' cashless "BoydPay" wallets, deposited in table games drop boxes, plus the sum of the markers issued at all table games, are measures of volume and/or market share. Slot win and table game hold, which refers to the amount of money wagered on slot machines and table games, respectively, that is retained by us and recorded as gaming revenues. This figure represents the difference between total wagers made by customers and the winnings they receive on slot machines and table games. Slot win percentage and table game hold percentage are not fully controllable by us and represent the relationship between slot handle to slot win and table game drop to table game hold, respectively. |
| • |
Food & beverage revenue measures: average guest check, which means the average amount spent per customer visit and is a measure of volume and product offerings; number of guests served ("food covers"), which is an indicator of volume; and the cost per guest served, which is a measure of operating margin. |
| • |
Room revenue measures: hotel occupancy rate, which measures the utilization of our available rooms; average daily rate ("ADR"), which is a price measure; and the cost per room, which is a measure of operating margin. |
RESULTS OF OPERATIONS
Overview
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| (In millions) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
| Total revenues |
$ | 1,004.4 | $ | 961.2 | $ | 3,029.9 | $ | 2,889.3 | ||||||||
| Operating income |
139.8 | 220.0 | 582.0 | 666.5 | ||||||||||||
| Net income |
1,438.8 | 131.1 | 1,700.1 | 407.4 | ||||||||||||
Total Revenues
Total revenues for the three months ended September 30, 2025 increased by $43.1 million, or 4.5%, compared to the prior year comparable period, primarily due to the following: (i) an increase in online reimbursements revenue of $35.5 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners; (ii) an increase in gaming revenues of $16.8 million, or 2.6%, driven by an increase in slot handle of 4.1% and slot win of 3.9%; and offset by (iii) a decrease in online revenue of $11.3 million which was driven by a $20.5 million decrease in revenue related to our market access agreements primarily due to the termination of certain agreements and entry into certain new agreements at lower rates than those terminated, and offset by a $9.2 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Resorts Digital Gaming, LLC ("Boyd Digital") on September 1, 2024.
Total revenues for the nine months ended September 30, 2025 increased by $140.6 million, or 4.9%, compared to the prior year comparable period, primarily due to the following: (i) an increase in online reimbursements revenue of $79.5 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners; (ii) an increase in gaming revenues of $42.0 million, or 2.2%, driven by an increase in slot handle of 3.1% and slot win of 2.7%; (iii) an increase in online revenue of $11.3 million, primarily due to a $30.8 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024, offset by a $19.6 million decrease in revenue from our market access agreements driven primarily by the termination of certain agreements and entry into certain new agreements, as noted above; and (iv) an increase of $8.1 million related to the Sky River Casino management fee.
Operating Income
Operating income decreased by $80.2 million, or 36.5%, for the three months ended September 30, 2025, compared to the prior year comparable period, primarily due to a $65.1 million increase in impairment of assets over the prior year comparable period as the Company recorded long-lived asset impairment charges of $65.1 million during the three months ended September 30, 2025 related to property and equipment in the Las Vegas Locals and Midwest & South segments. In addition, while total revenues grew $43.1 million, as noted above, $35.5 million is driven by an increase in online reimbursements revenue, which results in zero operating income as an equal amount is reimbursed to the Company for the amounts paid on behalf of our online partners that are recorded as expense. Operating income was also unfavorably impacted by changes in our market access agreements, as discussed above, that drove a $20.5 million decrease in market access fee revenue.
Operating income decreased by $84.5 million, or 12.7%, for the nine months ended September 30, 2025, compared to the prior year comparable period. Operating income was unfavorably impacted by an $86.9 million increase in impairment of assets over the prior year comparable period as the Company recorded long-lived asset impairment charges of $97.4 million during the nine months ended September 30, 2025 related to property and equipment in the Las Vegas Locals and Midwest & South segments, compared to a $10.5 million impairment charge during the nine months ended September 30, 2024 related to a gaming license right in the Midwest & South segment. While we experienced growth in gaming revenues during the nine months ended September 30, 2025, that growth was offset by the $19.6 million decrease in market access fee revenue, as discussed above. In addition, the increase in online reimbursements revenue of $79.5 million resulted in zero operating income as an equal amount is also recorded as expense, as discussed above.
Net Income
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| (In millions) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
| REVENUES |
||||||||||||||||
| Gaming |
$ | 657.4 | $ | 640.5 | $ | 1,967.5 | $ | 1,925.5 | ||||||||
| Food & beverage |
75.6 | 72.7 | 227.9 | 222.4 | ||||||||||||
| Room |
45.2 | 50.2 | 144.1 | 151.8 | ||||||||||||
| Online |
26.9 | 38.1 | 106.0 | 94.7 | ||||||||||||
| Online reimbursements |
138.7 | 103.2 | 402.2 | 322.7 | ||||||||||||
| Management fee |
23.7 | 21.1 | 72.6 | 64.5 | ||||||||||||
| Other |
36.9 | 35.4 | 109.6 | 107.7 | ||||||||||||
| Total revenues |
$ | 1,004.4 | $ | 961.2 | $ | 3,029.9 | $ | 2,889.3 | ||||||||
| DEPARTMENTAL OPERATING EXPENSES |
||||||||||||||||
| Gaming |
$ | 259.7 | $ | 252.2 | $ | 765.3 | $ | 750.0 | ||||||||
| Food & beverage |
67.5 | 62.7 | 196.4 | 187.9 | ||||||||||||
| Room |
19.5 | 19.7 | 58.0 | 57.7 | ||||||||||||
| Online |
17.8 | 11.9 | 50.4 | 30.6 | ||||||||||||
| Online reimbursements |
138.7 | 103.2 | 402.2 | 322.7 | ||||||||||||
| Other |
13.1 | 12.2 | 38.0 | 38.3 | ||||||||||||
| Total departmental operating expenses |
$ | 516.3 | $ | 461.9 | $ | 1,510.3 | $ | 1,387.2 | ||||||||
| MARGINS |
||||||||||||||||
| Gaming |
60.5 | % | 60.6 | % | 61.1 | % | 61.0 | % | ||||||||
| Food & beverage |
10.7 | % | 13.8 | % | 13.8 | % | 15.5 | % | ||||||||
| Room |
56.9 | % | 60.8 | % | 59.8 | % | 62.0 | % | ||||||||
| Online |
33.8 | % | 68.8 | % | 52.5 | % | 67.7 | % | ||||||||
| Online reimbursements |
0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||
| Other |
64.5 | % | 65.5 | % | 65.3 | % | 64.4 | % | ||||||||
Gaming
Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The increase in gaming revenues of $16.8 million, or 2.6%, during the three months ended September 30, 2025, compared to the prior year comparable period, was primarily due to increases in slot handle of 4.1% and slot win of 3.9%.
Gaming revenues increased $42.0 million, or 2.2%, during the nine months ended September 30, 2025, compared to the prior year comparable period, and was primarily due to increases in slot handle of 3.1% and slot win of 2.7%.
Food & Beverage
Food & beverage revenues increased $2.8 million, or 3.9%, during the three months ended September 30, 2025, compared to the prior year comparable period, primarily due to an increase in average guest check of 10.1%, offset by a 4.5% decrease in food covers. Food & beverage margin for the three months ended September 30, 2025, decreased to 10.7% from 13.8% for the prior year comparable period, primarily due to a 14.6% increase in cost per cover.
Food & beverage revenues increased $5.5 million, or 2.5%, during the nine months ended September 30, 2025, compared to the prior year comparable period, primarily due to an increase in average guest check of 6.9%, offset by a 2.4% decrease in food covers. Food & beverage margin for the nine months ended September 30, 2025, decreased to 13.8% from 15.5% for the prior year comparable period, primarily due to a 9.3% increase in cost per cover.
Room
Room revenues decreased $5.0 million, or 9.9%, during the three months ended September 30, 2025, compared to the prior year comparable period, primarily due to declines in average daily rate and hotel occupancy rate of 3.5% and 2.4%, respectively. Room margin for the three months ended September 30, 2025, decreased to 56.9% from 60.8% for the prior year comparable period, primarily due to a 5.2% increase in cost per room.
Room revenues decreased $7.7 million, or 5.1%, during the nine months ended September 30, 2025, compared to the prior year comparable period, primarily due to a decline in average daily rate of 3.0%. Room margin for the nine months ended September 30, 2025, declined to 59.8% from 62.0% for the prior year comparable period, primarily due to a 3.3% increase in cost per room.
Online
Online revenues decreased $11.3 million during the three months ended September 30, 2025, compared to the prior year comparable period, driven by a $20.5 million decrease in revenue related to our market access agreements primarily due to the termination of certain agreements and entry into certain new agreements at lower rates than those terminated. Offsetting this decline is a $9.2 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024. Online margins for the three months ended September 30, 2025, decreased to 33.8% from 68.8% for the prior year comparable period, due primarily to the changes in our market access agreements during the current year quarter. The fees we receive under our market access agreements generate high margin revenues as we incur minimal costs related to such agreements. As such, the lower market access fees we now receive from the new agreements entered into during the third quarter of 2025 had an unfavorable impact on margins as compared to the prior year, and we expect these lower margins to continue.
Online revenues increased $11.3 million during the nine months ended September 30, 2025, compared to the prior year comparable period, primarily driven by a $30.8 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024 offset by a $19.6 million decrease in revenue related to our market access agreement changes, as discussed above. Similar to the three months ended September 30, 2025, compared to the prior year comparable period, margins declined during the nine months ended September 30, 2025, compared to the prior year comparable period, due to the changes in the market access agreements in the third quarter of 2025 that resulted in lower market access fees, as discussed above.
Online reimbursements
Online reimbursements revenues increased $35.5 million and $79.5 million during the three and nine months ended September 30, 2025, respectively, as compared to the prior year comparable periods, and represent an increase in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.
Management fee revenues during the three months ended September 30, 2025 and 2024 of $23.7 million and $21.0 million, respectively, and during the nine months ended September 30, 2025 and 2024 of $72.6 million and $64.5 million, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California.
Other
Other revenues relate to patronage visits at the other amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues increased $1.5 million, or 4.1%, and $1.9 million, or 1.7%, during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods of the prior year.
Revenues and Adjusted EBITDAR by Reportable Segment
We determine profitability based on Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent ("Adjusted EBITDAR"), which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, master lease rent expense, other operating items, net, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling interest and other items, net, as applicable. Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and our Online segment. Results for Downtown Las Vegas include the results of our travel agency located in Hawaii. Results for our nonreportable operating segments, including Lattner and our Sky River Casino management fees, are aggregated in the Managed & Other category. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense.
EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with accounting principles generally accepted in the United States of America ("GAAP"), facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before the impact of investing transactions, financing transactions and income taxes. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results.
The following table presents total revenues and Adjusted EBITDAR by Reportable Segment and our Managed & Other category to reconcile to total revenues and total Adjusted EBITDAR:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| (In millions) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
| Total revenues |
||||||||||||||||
| Las Vegas Locals |
$ | 210.8 | $ | 211.8 | $ | 662.7 | $ | 662.6 | ||||||||
| Downtown Las Vegas |
53.2 | 53.3 | 165.8 | 164.5 | ||||||||||||
| Midwest & South |
538.9 | 522.4 | 1,583.5 | 1,544.9 | ||||||||||||
| Online |
165.6 | 141.3 | 508.2 | 417.4 | ||||||||||||
| Managed & Other |
35.9 | 32.4 | 109.7 | 99.9 | ||||||||||||
| Total revenues |
$ | 1,004.4 | $ | 961.2 | $ | 3,029.9 | $ | 2,889.3 | ||||||||
| Adjusted EBITDAR (1) |
||||||||||||||||
| Las Vegas Locals |
$ | 92.1 | $ | 96.4 | $ | 311.4 | $ | 316.1 | ||||||||
| Downtown Las Vegas |
16.1 | 16.5 | 56.4 | 56.3 | ||||||||||||
| Midwest & South |
201.6 | 196.9 | 586.2 | 573.3 | ||||||||||||
| Online |
9.4 | 26.0 | 55.0 | 63.5 | ||||||||||||
| Managed & Other |
26.3 | 22.5 | 79.5 | 70.5 | ||||||||||||
| Corporate expense |
(23.7 | ) | (21.7 | ) | (71.4 | ) | (68.4 | ) | ||||||||
| Adjusted EBITDAR |
$ | 321.8 | $ | 336.6 | $ | 1,017.1 | $ | 1,011.3 | ||||||||
(1) Refer to Note 9, Segment Information, in the notes to the condensed consolidated financial statements (unaudited) for a reconciliation of Adjusted EBITDAR to net income attributable to Boyd Gaming, as reported in accordance with GAAP in our accompanying condensed consolidated statements of operations.
Total revenues remained generally consistent at $662.7 million and $662.6 million during the nine months ended September 30, 2025, as compared to the prior year comparable period. Room revenues decreased $8.0 million primarily due to declines in hotel occupancy rate and average daily rate of 3.8% and 6.8%, respectively. The reduction in average daily rate and hotel occupancy rate was driven primarily from the prior year benefiting from the Super Bowl held in Las Vegas during the first quarter of 2024 and the softness in destination business during the third quarter of 2025. Offsetting this decline, was an increase in gaming revenues of $4.9 million primarily due to increases in slot win of 2.2% and slot handle of 1.9%. Food & beverage revenues increased $2.4 million which was attributable to a 1.4% increase in food covers and 7.4% increase in average guest check.
Total revenues remained generally consistent at $53.2 million and $53.3 million during the three months ended September 30, 2025 and 2024, respectively.
Total revenues increased by $1.2 million, or 0.7%, during the nine months ended September 30, 2025, as compared to the prior year comparable period, reflecting revenue increases in all departmental categories. Room revenues increased by $0.4 million primarily due to an increase in the hotel occupancy rate of 2.3%. Food & beverage revenue increased $0.4 million primarily due to an increase in average guest check of 4.7%. Gaming revenue increased $0.3 million, primarily due to an increase in table game drop of 2.3%. We continue to tailor our marketing programs in the Downtown Las Vegas segment to focus on the Hawaiian market. The Hawaiian market represented approximately 54% and 55% of our occupied rooms in this segment during the nine months ended September 30, 2025 and 2024, respectively. Hawaiian visitation increased 2.9% during the nine months ended September 30, 2025, compared to the prior year comparable period.
Midwest & South
Total revenues increased by $16.5 million, or 3.1%, during the three months ended September 30, 2025, as compared to the corresponding period of the prior year. Gaming revenues increased $13.8 million which was attributable to increases in slot handle of 5.0% and slot win of 4.3% over the prior year comparable period.
Total revenues increased by $38.6 million, or 2.5%, during the nine months ended September 30, 2025, as compared to the corresponding period of the prior year. Gaming revenues increased $34.7 million which was attributable to increases in table game hold of 5.5%, slot handle of 4.0% and slot win of 3.1% over the prior year comparable period. The increases were primarily driven by Treasure Chest, which opened its new land-based casino in June 2024.
Adjusted EBITDAR increased by $4.7 million, or 2.4%, and $12.9 million, or 2.3%, during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding prior year periods, due primarily to the gaming revenues increase, as discussed above.
Online
Online segment revenues increased $24.3 million during the three months ended September 30, 2025, compared to the prior year comparable period, primarily driven by an increase of $35.5 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $9.2 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024. Offsetting these increases is a $20.5 million decrease in revenue related to our market access agreements primarily due to the termination of certain agreements and entry into certain new agreements.
Adjusted EBITDAR decreased $16.6 million and $8.6 million during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods of the prior year. As discussed earlier, there is an equal amount of expense recorded for the revenue related to the reimbursement of gaming taxes and other expenses, thus resulting in no impact to Adjusted EBITDAR. As such, the Adjusted EBITDAR decrease for the three and nine months ended September 30, 2025, is driven primarily by the reduction in revenue under our market access agreements offset by growth in Boyd Interactive's operations driven by the acquisition of Boyd Digital on September 1, 2024, all as discussed above.
The following costs and expenses, as presented in our condensed consolidated statements of operations, are further discussed below:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| (In millions) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
| Selling, general and administrative |
$ | 104.0 | $ | 102.4 | $ | 321.9 | $ | 315.7 | ||||||||
| Master lease rent expense |
28.6 | 28.2 | 85.2 | 83.2 | ||||||||||||
| Maintenance and utilities |
40.5 | 40.4 | 114.5 | 112.1 | ||||||||||||
| Depreciation and amortization |
73.7 | 70.3 | 212.0 | 198.9 | ||||||||||||
| Corporate expense |
30.6 | 27.6 | 95.9 | 88.3 | ||||||||||||
| Project development, preopening and writedowns |
4.0 | 11.3 | 5.2 | 22.0 | ||||||||||||
| Impairment of assets |
65.1 | — | 97.4 | 10.5 | ||||||||||||
| Other operating items, net |
1.9 | (0.9 | ) | 5.4 | 4.9 | |||||||||||
Selling, General and Administrative
During the nine months ended September 30, 2025, as a result of our first quarter impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property and equipment related to our Las Vegas Locals segment. In addition, as a result of our third quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $47.3 million for property and equipment related to our Midwest & South segment and $17.8 million for property and equipment related to our Las Vegas Locals segment. During the nine months ended September 30, 2024, as a result of our first quarter impairment review, the Company recorded an impairment charge of $10.5 million for a gaming license right related to our Midwest & South segment.
Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including severance payments to separated employees, natural disasters and severe weather impact, including hurricane and flood expenses, and subsequent recoveries of such costs, as applicable.
Other Expenses
Interest Expense, net
The following table summarizes information with respect to our interest expense on outstanding indebtedness:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| (In millions) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
| Interest expense, net of capitalized interest and interest income |
$ | 31.8 | $ | 45.8 | $ | 128.7 | $ | 130.2 | ||||||||
| Average long-term debt balance (1) |
2,470.6 | 3,020.2 | 3,136.5 | 2,944.4 | ||||||||||||
| Weighted average interest rates |
5.1 | % | 5.6 | % | 5.3 | % | 5.6 | % | ||||||||
(1) Average debt balance calculation does not include the related discounts or deferred finance charges.
Interest expense, net of capitalized interest and interest income, for the three months ended September 30, 2025, decreased $14.1 million, or 30.7%, from the prior year comparable period and is primarily driven by a decrease in the weighted average debt balance of $549.6 million and an approximate 50 basis point decrease in the weighted average interest rate. Interest expense, net of capitalized interest and interest income, and the weighted average debt balance were favorably impacted during the third quarter 2025 as a result of the FanDuel Equity Sale and the use of the proceeds to repay outstanding borrowings and retire the Term A Loan under the Credit Facility. Interest expense, net of capitalized interest and interest income, for the nine months ended September 30, 2025, decreased $1.5 million, or 1.2%, from the prior year comparable period primarily due to an approximate 30 basis point decrease in the weighted average interest rate offset by an increase in the weighted average debt balance of $192.1 million.
Early Extinguishments and Modifications of Debt
During the three and nine months ended September 30, 2025, the Company incurred $1.4 million in loss on early extinguishments of debt due to the full repayment and extinguishment of the Term A Loan with proceeds from the FanDuel Equity Sale. The $1.4 million incurred relates to the write-off of unamortized deferred finance charges associated with the Term A Loan.
Other, net
Included within Other, net for the three and nine months ended September 30, 2025, is the gain from the FanDuel Equity Sale.
Income Taxes
The effective tax rates during the nine months ended September 30, 2025 and 2024 were 22.3% and 24.0%, respectively. Our tax rate for the nine months ended September 30, 2025, was unfavorably impacted by state taxes, and nondeductible compensation, which were partially offset by excess tax benefits related to equity compensation and tax credits. During the nine months ended September 30, 2025, there was a one-time discrete charge related to the FanDuel Equity Sale which reduced our effective tax rate given specific state taxes that apply to the gain. Our tax rate for the nine months ended September 30, 2024, was unfavorably impacted by state taxes, nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by excess tax benefits and tax credits, as a component of the provision for income taxes.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act. Accounting Standards Codification 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Certain provisions of the OBBBA such as the modification of limitation on business interest expense and the 100% bonus depreciation were included in our operating results for the nine months ended September 30, 2025. These changes did not have any significant impact to our effective tax rate, however, are expected to result in a reduction to our cash taxes for 2025.
LIQUIDITY AND CAPITAL RESOURCES
Financial Position
We generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. At September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $319.1 million and $316.7 million, respectively. In addition, we held restricted cash balances of $4.9 million and $4.7 million at September 30, 2025 and December 31, 2024, respectively. Our working capital deficit at September 30, 2025 and December 31, 2024, was $467.8 million and $61.2 million, respectively. The increase in our working capital deficit from December 31, 2024 to September 30, 2025 is driven by the income taxes on the FanDuel Equity Sale, which were not yet paid as of September 30, 2025.
We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility (as defined in Indebtedness below) and cash flows from operating activities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including our projected operating requirements, taxes on the FanDuel Equity Sale and maintenance capital expenditures. See Indebtedness below for further detail regarding funds available through our Credit Facility.
The Company may also seek to secure additional working capital, repay respective current debt maturities, or fund respective development projects, in whole or in part, through incremental bank financing and additional debt or equity offerings, to the extent such offerings are allowed under our debt agreements.
Cash Flows Summary
| Nine Months Ended |
||||||||
| September 30, |
||||||||
| (In millions) |
2025 |
2024 |
||||||
| Net cash provided by operating activities |
$ | 701.4 | $ | 695.0 | ||||
| Cash flows from investing activities |
||||||||
| Capital expenditures |
(439.9 | ) | (289.2 | ) | ||||
| Payments received on note receivable |
— | 0.2 | ||||||
| Advances made under note receivable |
(31.8 | ) | — | |||||
| Proceeds from sale of investment |
1,758.0 | — | ||||||
| Cash paid for asset acquisitions, net of cash received |
(41.7 | ) | (28.8 | ) | ||||
| Other investing activities |
(9.3 | ) | (2.7 | ) | ||||
| Net cash provided by (used in) investing activities |
1,235.3 | (320.5 | ) | |||||
| Cash flows from financing activities |
||||||||
| Net (payments) borrowings under credit facility |
(1,291.0 | ) | 148.3 | |||||
| Share-based compensation activities |
(6.0 | ) | (9.6 | ) | ||||
| Shares repurchased and retired |
(593.0 | ) | (483.2 | ) | ||||
| Dividends paid |
(44.0 | ) | (47.5 | ) | ||||
| Other financing activities |
— | (0.1 | ) | |||||
| Net cash used in financing activities |
(1,934.0 | ) | (392.1 | ) | ||||
| Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash |
(0.1 | ) | (0.1 | ) | ||||
| Increase (decrease) in cash, cash equivalents and restricted cash |
$ | 2.6 | $ | (17.7 | ) | |||
Cash Flows from Operating Activities
During the nine months ended September 30, 2025 and 2024, we generated consistent operating cash flows of $701.4 million and $695.0 million, respectively.
Cash Flows from Investing Activities
Our industry is capital intensive and we use cash flows for acquisitions, facility expansions, investments in future development or business opportunities and maintenance capital expenditures.
During the nine months ended September 30, 2025, we had net cash inflows provided by investing activities of $1,235.3 million comprised of the following: (i) $1,758.0 million of cash proceeds received from the FanDuel Equity Sale; offset by cash outflows of (ii) capital expenditures of $439.9 million, primarily related to our various guest room remodels, meeting and convention space renovations at Ameristar St. Charles, casino development in Norfolk, Virginia and new Cadence Crossing casino, slot machines, land, IT equipment and building projects at various properties; (iii) cash paid for asset acquisitions of $41.7 million; and (iv) advances made under a note receivable of $31.8 million. During the nine months ended September 30, 2024, we incurred net cash outflows for investing activities of $320.5 million comprised of capital expenditures of $289.2 million, primarily related to our Treasure Chest land-based casino project, various guest room remodels, slot machines, IT equipment and building projects at various properties. Investing cash outflow was also impacted by net cash paid of $28.8 million related to the acquisition of Resorts Digital.
Cash Flows from Financing Activities
We rely on our financing cash flows to provide funding for investment opportunities, repayments of obligations, returning capital to shareholders and ongoing operations.
The net cash outflows from financing activities during the nine months ended September 30, 2025 are primarily driven by the net payments on the Credit Facility of $1,291.0 million. During the third quarter of 2025, the Company repaid amounts outstanding under the Revolving Credit Facility, including the full retirement of the Term A Loan, with the proceeds from the FanDuel Equity Sale. This repayment is offset by increased borrowings under the Credit Facility as we increased our share repurchase activity and capital expenditures by a combined total of $260.5 million over the nine months ended September 30, 2024. The net cash outflows from financing activities during the nine months ended September 30, 2024, primarily reflect share repurchases, incremental borrowings under our Credit Facility, share-based compensation and dividends paid.
Indebtedness
The outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances are as follows:
| September 30, | December 31, | |||||||||||
| (In millions) |
2025 |
2024 |
Decrease |
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| Credit facility |
$ | 9.3 | $ | 1,300.3 | $ | (1,291.0 | ) | |||||
| 4.750% senior notes due 2027 |
1,000.0 | 1,000.0 | — | |||||||||
| 4.750% senior notes due 2031 |
900.0 | 900.0 | — | |||||||||
| Total long-term debt |
1,909.3 | 3,200.3 | (1,291.0 | ) | ||||||||
| Less current maturities |
— | 44.0 | (44.0 | ) | ||||||||
| Long-term debt, net |
$ | 1,909.3 | $ | 3,156.3 | $ | (1,247.0 | ) | |||||
Amounts Outstanding
The outstanding principal amounts under the Credit Facility are comprised of the following:
| September 30, |
December 31, |
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| (In millions) |
2025 |
2024 |
||||||
| Revolving Credit Facility |
$ | — | $ | 475.0 | ||||
| Term A Loan |
— | 759.0 | ||||||
| Swing Loan |
9.3 | 66.3 | ||||||
| Total outstanding principal amounts |
$ | 9.3 | $ | 1,300.3 | ||||
The Company used the $1,758.0 million cash proceeds from the FanDuel Equity Sale, as discussed in Note 1, Summary of Significant Accounting Policies, to pay down the then outstanding Credit Facility debt, which consisted of $915.0 million on the Revolving Credit Facility, $726.0 million on the Term A Loan and $39.9 million on the Swing Loan. The full repayment of the outstanding Term A Loan extinguished the Term A Loan under the Credit Facility.
With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $9.3 million in borrowings outstanding on the Swing Loan, and $12.7 million allocated to support various letters of credit, there was a remaining contractual availability under the Credit Facility of $1,428.0 million as of September 30, 2025.
The blended interest rate for outstanding borrowings under the Credit Facility was 6.2% at both September 30, 2025 and December 31, 2024.
Debt Service Requirements
Debt service requirements under the Credit Facility include monthly to quarterly interest payment obligations, depending on the rates we lock in, for the unused line interest payments and any outstanding borrowings under the Revolving Credit Facility, including the Swing Loan. As of September 30, 2025, the Term A Loan under the Credit Facility was fully repaid. Debt service requirements under our current outstanding senior notes consist of semi-annual interest payments (based upon a fixed annual interest rate of 4.750%) and principal repayments of our $1.0 billion aggregate principal amount of 4.750% Senior Notes due 2027 ("4.750% Senior Notes due 2027") and our $0.9 billion aggregate principal amount of 4.750% Senior Notes due 2031 ("4.750% Senior Notes due 2031").
Covenant Compliance
As of September 30, 2025, we were in compliance with the financial covenants of our debt instruments.
The indentures governing the senior notes contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the fixed charge coverage ratio (as defined in the respective indentures, which is a ratio of our consolidated EBITDA to fixed charges, including interest) for the trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit the incurrence of additional debt, we may still borrow under our existing Credit Facility to the extent that borrowing capacity remains under that agreement, as well as from other funding sources as provided under our debt agreements.
Guarantor Financial Information
In connection with the issuance of our 4.750% Senior Notes due 2027 and our 4.750% Senior Notes due 2031 (collectively, the "Guaranteed Notes" or "Senior Notes"), certain of the Company's wholly owned subsidiaries (the "Guarantors") provide guarantees under those indentures. These Guaranteed Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us.
Summarized combined balance sheet information for the parent company and the Guarantors is as follows:
| September 30, |
December 31, |
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| (In millions) |
2025 |
2024 |
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| Current assets |
$ | 456.0 | $ | 493.6 | ||||
| Noncurrent assets |
11,627.3 | 10,462.7 | ||||||
| Current liabilities |
894.3 | 543.6 | ||||||
| Noncurrent liabilities |
2,953.6 | 4,198.9 | ||||||
Summarized combined results of operations for the parent company and the Guarantors is as follows:
| Nine Months Ended |
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| (In millions) |
September 30, 2025 |
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| Revenues |
$ | 2,939.4 | ||
| Operating income |
1,187.3 | |||
| Income before income taxes |
2,818.0 | |||
| Net income |
2,325.4 | |||
Share Repurchase Program
On October 21, 2021, our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorized increases to the Share Repurchase Program of $500.0 million on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5, 2024 and July 17, 2025. As of September 30, 2025, we were authorized to repurchase up to an additional $547.4 million in shares of our common stock under the Share Repurchase Program. We repurchased 1.9 million shares and 3.5 million shares during the three months ended September 30, 2025 and 2024, respectively, and 7.8 million and 8.3 million shares during the nine months ended September 30, 2025 and 2024, respectively.
Subject to applicable laws, repurchases under the Share Repurchase Program may be made at such times and in such amounts as we deem appropriate. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding Senior Notes and our Credit Facility. We are not obligated to repurchase any shares under this program, and purchases under the Share Repurchase Program can be discontinued at any time at our sole discretion. We intend to fund the repurchases under the Share Repurchase Program with existing cash resources, cash generated from operations and availability under our Credit Facility.
We have in the past, and may in the future, acquire our debt or equity securities, through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine.
Quarterly Dividend Program
Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding Senior Notes and our Credit Facility.
The dividends declared by the Board of Directors under this program are:
| Declaration date |
Record date |
Payment date |
Amount per share |
|||||
| December 7, 2023 |
December 22, 2023 |
January 15, 2024 |
$ | 0.16 | ||||
| February 28, 2024 |
March 15, 2024 |
April 15, 2024 |
0.17 | |||||
| May 9, 2024 |
June 15, 2024 |
July 15, 2024 |
0.17 | |||||
| August 20, 2024 |
September 15, 2024 |
October 15, 2024 |
0.17 | |||||
| December 5, 2024 |
December 16, 2024 |
January 15, 2025 |
0.17 | |||||
| February 20, 2025 |
March 17, 2025 |
April 15, 2025 |
0.18 | |||||
| May 8, 2025 |
June 16, 2025 |
July 15, 2025 |
0.18 | |||||
| August 12, 2025 |
September 15, 2025 |
October 15, 2025 |
0.18 | |||||
Other Items Affecting Liquidity
We anticipate funding our capital requirements using cash on hand, cash being generated from our operations and availability under our Credit Facility, to the extent availability exists after we meet our working capital needs for the next twelve months. Any additional financing that is needed may not be available to us or, if available, may not be on terms favorable to us. The outcome of the specific matters discussed herein, including our commitments and contingencies, may also affect our liquidity.
Commitments
Capital Spending and Development
We currently estimate that our annual cash capital requirements to perform ongoing refurbishment and maintenance at our properties is approximately $250 million. In addition, we expect to spend an additional $100 million in 2025 for hotel renovation projects at three of our gaming entertainment properties. We intend to fund our capital expenditures through cash on hand, our Credit Facility and operating cash flows.
In addition to the maintenance capital spending discussed above, we continue to pursue other potential development projects that may require us to invest significant amounts of capital. In 2025, we expect to spend an additional $100 million in growth projects, which includes the recently opened expansion of meeting and convention space at Ameristar St. Charles and construction of a new casino, Cadence Crossing. This new 10,000 square foot casino featuring 450 slots and several restaurants will replace our Jokers Wild casino and will be built on the site that currently holds our Jokers Wild casino.
Finally, we are expanding our portfolio with a $750 million resort development in Norfolk, Virginia. We plan to open a modest transitional casino in November 2025 and the resort, featuring a 65,000 square-foot casino, a 200-room hotel, eight food and beverage outlets and other amenities, in late 2027. We expect to spend $150 million on this project in 2025.
During the nine months ended September 30, 2025, the Company spent approximately $440 million of the total estimated $600 million of capital spend expected in 2025.
Other Opportunities
We regularly investigate and pursue additional expansion opportunities in markets where casino gaming, including online gaming, is currently permitted. We also pursue expansion opportunities in jurisdictions where casino and online gaming is not currently permitted in order to be prepared to develop projects upon approval of casino or online gaming. Such expansions will be affected and determined by several key factors, which may include the following:
| • |
the outcome of gaming license selection processes; |
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| • |
the approval of gaming in jurisdictions where we have been active but where casino or online gaming is not currently permitted; |
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| • |
identification of additional suitable investment opportunities in current gaming jurisdictions; and |
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availability of acceptable financing. |
Additional projects may require us to make substantial investments or may cause us to incur substantial costs related to the investigation and pursuit of such opportunities, which we may fund through cash flow from operations or availability under our Credit Facility. To the extent such sources of funds are not sufficient, we may also seek to raise additional funds through public or private equity or debt financings or from other sources to the extent such financing is available.
Contingencies
Legal Matters
We are parties to various legal proceedings arising in the ordinary course of business. We believe that all pending claims, if adversely decided, would not have a material effect on our business, financial position, results of operations or cash flows.
Off Balance Sheet Arrangements
There have been no material changes to our off balance sheet arrangements described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025.
Critical Accounting Estimates
There have been no material changes to our critical accounting policies described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025.
Recently Issued Accounting Pronouncements
For information with respect to recent accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 1, Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements, in the notes to the condensed consolidated financial statements (unaudited).
Important Information Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements contain words such as "may," "will," "might," "expect," "believe," "anticipate," "could," "would," "estimate," "pursue," "target," "project," "intend," "plan," "seek," "should," "assume," and "continue," or the negative thereof or comparable terminology. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include:
| • | the general effect, and expectation, of the national and global economy on our business, including but not limited to interest rates and inflationary pressures, as well as the economies where each of our properties are located; | |
| • | our business model, areas of focus and strategy for driving business results; | |
| • | our ability to maintain the integrity of our information technology systems and to protect our internal information; | |
| • | competition, including expansion of gaming into additional markets including online gaming, our ability to respond to such competition, and our expectations regarding continued competition in the markets in which we compete; | |
| • | our expectations regarding the expansion of sports betting and online wagering; | |
| • |
our expectation regarding future trends affecting the gaming industry and the impact of these trends on growth in our industry, future development opportunities and merger and acquisition activity in general; |
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| • | our compliance with government regulations, including our ability to receive and maintain necessary approvals for our projects; | |
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the sufficiency of our cash flows from operating activities and financing sources to meet our projected operating and maintenance capital expenditures for the next twelve months; |
| • | impacts caused by public health emergencies and man-made or natural disasters we may encounter; | |
| • | indebtedness, including our ability to refinance or pay amounts outstanding under our credit agreement and our unsecured notes, when they become due and our compliance with related covenants, and our expectation that we will need to refinance all or a portion of our respective indebtedness at or before maturity; | |
| • |
our belief that all pending litigation claims, if adversely decided, will not have a material effect on our business, financial position, results of operations or cash flows; | |
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our estimates and expectations regarding anticipated taxes, tax credits or tax refunds; | |
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our asset impairment analyses and our intangible asset and goodwill impairment tests; and |
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the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotels and casinos. |
Additional factors that could cause actual results to differ are discussed in Part I. Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024, and in other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We do not hold any market risk sensitive instruments for trading purposes. Our primary exposure to market risk is interest rate risk, specifically long-term United States ("US") treasury rates and the applicable spreads in the high-yield investment market, short-term and long-term SOFR rates, and their potential impact on our long-term debt. We are also exposed to commodity prices and potential tariffs on goods purchased from outside the US. Our exposure is mitigated as a significant majority of our purchases, both operating and for our construction projects, are from US based suppliers. Finally, we are exposed to a lesser extent to foreign currency exchange risk for funds held in our Canadian operating and restricted cash accounts. While there is risk of fluctuations in the foreign exchange rate between the Canadian dollar and US dollar, our exposure is limited given the size of our Canadian operations and the minimal amount of cash held in Canadian bank accounts. A weakening or strengthening of the US dollar to the Canadian dollar by 2x the current conversion rate, would not cause the value of the funds held in the Canadian operating and restricted cash accounts to change significantly. We do not currently utilize derivative financial instruments for trading or speculative purposes.
As of September 30, 2025, our long-term variable-rate borrowings represented approximately 0.5% of total long-term debt. Based on September 30, 2025 debt levels, a 100 basis point change in the interest rate would cause our annual interest costs on variable-rate borrowings to change by approximately $0.1 million. We believe there have been no other material changes in our exposure to market risks as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025.
See also Liquidity and Capital Resources above.
Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q (the "Report"), we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
We are parties to various legal proceedings arising in the ordinary course of business. We believe that all pending claims, if adversely decided, would not have a material adverse effect on our business, financial position, results of operations or cash flows.
There were no material changes from the risk factors previously disclosed in Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table discloses share repurchases that we have made pursuant to our share repurchase program during the three months ended September 30, 2025.
| Total Number of Shares | ||||||||||||||||
| Purchased as Part | Approximate Dollar Value | |||||||||||||||
| Total Number of | Average Price Paid | of a Publicly | That May Yet Be Purchased | |||||||||||||
| Period |
Shares Purchased (1) |
Per Share |
Announced Plan |
Under the Plan |
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| July 1, 2025 through July 31, 2025 |
422,827 | $ | 82.77 | 422,827 | $ | 672,459,216 | ||||||||||
| August 1, 2025 through August 31, 2025 |
728,615 | 83.90 | 728,615 | 611,325,986 | ||||||||||||
| September 1, 2025 through September 30, 2025 |
752,169 | 84.92 | 752,169 | 547,448,901 | ||||||||||||
| Total |
1,903,611 | $ | 84.05 | 1,903,611 | 547,448,901 | |||||||||||
(1) All shares repurchased are covered by our share repurchase program as approved by our Board of Directors (the "Share Repurchase Program"). The Board of Directors approved $300.0 million for our Share Repurchase Program on October 21, 2021, and an additional $500.0 million to the Share Repurchase Program on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5, 2024 and July 17, 2025 for a total authorization of $2.8 billion. The Share Repurchase Program has no expiration date.
None of the Company’s directors or officers adopted, modified or terminated a Rule - trading arrangement or a non-Rule - trading arrangement during the Company’s fiscal quarter ended September 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K.
| Exhibits |
| Exhibit Number |
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Document of Exhibit |
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Method of Filing |
| 2.1 | Equity Purchase Agreement, entered into on July 10, 2025, by and among FanDuel Group Parent, LLC, a Delaware limited liability company, TSE Holdings Ltd., and Boyd Interactive Gaming Holdings, L.L.C., a Nevada limited liability company. | Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on July 15, 2025. | ||
| 22 | List of Guarantor Subsidiaries of Boyd Gaming Corporation. | Incorporated by reference to Exhibit 22 of the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2025. | ||
| 31.1 |
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Filed electronically herewith |
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| 31.2 |
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Filed electronically herewith |
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| 32.1 |
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Furnished electronically herewith |
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| 32.2 |
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Furnished electronically herewith |
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| 101 |
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The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024, (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for each of the quarters within the nine months ended September 30, 2025 and 2024, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024, and (vi) Notes to Condensed Consolidated Financial Statements. |
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Filed electronically herewith |
| 104 | Inline XBRL for cover page of the Company's Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
Filed electronically herewith |
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 31, 2025.
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BOYD GAMING CORPORATION |
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By: |
/s/ Lori M. Nelson |
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Lori M. Nelson |
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Senior Vice President Financial Operations and Reporting and |
| Chief Accounting Officer |
Exhibit 31.1
BOYD GAMING CORPORATION
CERTIFICATION
I, Keith E. Smith, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Boyd Gaming Corporation; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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a. |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: | October 31, 2025 |
By: |
/s/ Keith E. Smith |
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|
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Keith E. Smith |
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|
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President and Chief Executive Officer |
Exhibit 31.2
BOYD GAMING CORPORATION
CERTIFICATION
I, Josh Hirsberg, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Boyd Gaming Corporation; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
a. |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
|
Date: |
October 31, 2025 |
By: |
/s/ Josh Hirsberg |
|
|
|
|
Josh Hirsberg |
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|
|
|
Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 32.1
BOYD GAMING CORPORATION
CERTIFICATION
In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission (the "Report"), I, Keith E. Smith, President and Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and | |
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(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.
|
Date: |
October 31, 2025 |
By: |
/s/ Keith E. Smith |
|
|
|
|
Keith E. Smith |
|
|
|
|
President and Chief Executive Officer |
Exhibit 32.2
BOYD GAMING CORPORATION
CERTIFICATION
In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission (the "Report"), I, Josh Hirsberg, Executive Vice President, Chief Financial Officer and Treasurer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and | |
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.
|
Date: |
October 31, 2025 |
By: |
/s/ Josh Hirsberg |
|
|
|
Josh Hirsberg |
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|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer |