BOYD GAMING CORP - FORM 8-K - EX-99.3 - RECONCILIATIONS

Attached files

file	filename
8-K - FORM 8-K - BOYD GAMING CORP	d355494d8k.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER - BOYD GAMING CORP	d355494dex21.htm
EX-99.2 - INVESTOR PRESENTATION - BOYD GAMING CORP	d355494dex992.htm
EX-99.1 - PRESS RELEASE - BOYD GAMING CORP	d355494dex991.htm
EX-10.1 - COMMITMENT LETTER - BOYD GAMING CORP	d355494dex101.htm
EX-10.2 - COMMITMENT LETTER - BOYD GAMING CORP	d355494dex102.htm

Exhibit 99.3

The following table reconciles Peninsula Gaming’s Property Net Revenues and Property EBITDA to amounts as reported in its consolidated statements of operations for the years ended December 31, 2011, 2010, 2009 and 2008, as reported in its Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the “SEC”). The Net Revenues and Property EBITDA amounts as reported herein were derived from the Current Reports on Form 8-K, as filed with the SEC, reporting on periodic earnings.


	Year Ended December 31,
	2011			2010		2009			2008
	*(in thousands)*
Net Revenues
Diamond Jo Dubuque	$	68,911		$	67,835	$	71,876		$	42,364
Diamond Jo Worth		93,924			86,568		83,897			84,596
Evangeline Downs		115,438			112,993		122,808			132,193
Amelia Belle		47,965			47,962		7,699			—
Kansas Star		6,060			—		—			—

Consolidated net revenues		332,298			315,358		286,280			259,153
Property EBITDA
Diamond Jo Dubuque	$	23,884		$	22,690	$	23,759		$	12,929
Diamond Jo Worth		38,736			35,542		33,567			32,602
Evangeline Downs		30,099			29,820		34,355			38,941
Amelia Belle		14,345			15,146		1,932			—
Kansas Star		3,318			—		—			—

Consolidated Property Adjusted EBITDA		110,382			103,198		93,613			84,472
Corporate expense		9,424			6,924		5,638			4,782

Consolidated Adjusted EBITDA		100,958			96,274		87,975			79,690

Other operating costs and expenses
Depreciation and amortization		29,427			29,413		24,651			20,134
Preopening and development expenses		10,136			33		1,217			(137	)
Affiliate management fee		6,185			5,756		5,318			5,401
Write-downs and other items, net		(532	)		184		1,770			926
Other		—			28		(2,412	)		(6,559	)

Total other operating costs and expenses		45,216			35,414		30,544			19,765

Operating income		55,742			60,860		57,431			59,925

Other non-operating items
Interest expense, net		65,952			57,349		48,397			37,169
Loss on early retirement of debt		—			—		22,475			—
Loss from equity affiliate		91			29		—			—

Total other non-operating costs and expenses, net		66,043			57,378		70,872			37,169

Net income (loss)	$	(10,301	)	$	3,482	$	(13,441	)	$	22,756

The following table reconciles Peninsula Gaming’s Property Net Revenues and Property EBITDA to amounts as reported in its consolidated statements of operations for the quarters ended June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2012, which were derived from its Quarterly Reports on Form 10-Q filed with the SEC for each respective period. The Net Revenues and Property EBITDA amounts as reported herein were derived from the Current Reports on Form 8-K, as filed with the SEC, reporting on periodic earnings. These quarters were compiled to present the twelve month period ended March 31, 2012.


													Twelve Months
	Three Months Ended												Ended
	June 30, 2011			September 30, 2011			December 31, 2011			March 31, 2012			March 31, 2012
	*(in thousands)*
Net Revenues
Diamond Jo Dubuque	$	17,233		$	17,970		$	16,951			17,629		$	69,783
Diamond Jo Worth		24,495			24,607			23,237			23,940			96,279
Evangeline Downs		31,435			28,799			26,586			30,092			116,912
Amelia Belle		11,331			12,497			10,696			12,878			47,402
Kansas Star		—			—			6,020			50,264			56,284

Consolidated net revenues		84,494			83,873			83,490			134,803			386,660
Property EBITDA
Diamond Jo Dubuque	$	6,121		$	6,484		$	5,588		$	6,056		$	24,249
Diamond Jo Worth		10,148			10,399			9,497			9,921			39,965
Evangeline Downs		8,232			6,913			6,375			8,917			30,437
Amelia Belle		3,258			3,707			2,997			4,272			14,234
Kansas Star		—			—			3,318			26,786			30,104

Consolidated Property Adjusted EBITDA		27,759			27,503			27,775			55,952			138,989
Corporate expense		2,217			2,147			2,747			2,859			9,970

Consolidated Adjusted EBITDA		25,542			25,356			25,028			53,093			129,019

Other operating costs and expenses
Depreciation and amortization		7,142			7,099			7,963			10,442			32,646
Preopening and development expenses		1,883			3,923			3,273			—			9,079
Affiliate management fee		1,604			1,565			1,477			2,411			7,057
Write-downs and other items, net		43			9			93			(20	)		125

Total other operating costs and expenses		10,672			12,596			12,806			12,833			48,907

Operating income		14,870			12,760			12,222			40,260			80,112

Other non-operating items
Interest expense, net		16,940			16,520			16,512			17,849			67,821
(Gain) loss from equity affiliate		27			(3	)		29			28			81

Total other non-operating costs and expenses, net		16,967			16,517			16,541			17,877			67,902

Net income (loss)	$	(2,097	)	$	(3,757	)	$	(4,319	)	$	22,383		$	12,210

The following table presents Boyd Gaming Corporation’s Net Revenues and Adjusted EBITDA by operating segment and reconciles Adjusted EBITDA to Net income (loss) as reported in our consolidated statements of operations for the quarters ended June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2012, which were compiled from our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC for each respective period. The twelve month period ended March 31, 2012 was compiled from such amounts.


													Twelve Months
	Three Months Ended												Ended
	June 30, 2011			September 30, 2011			December 31, 2011			March 31, 2012			March 31, 2012
				*(in thousands)*
Net Revenues
Las Vegas Locals	$	151,836		$	145,915		$	152,696		$	154,789		$	605,236
Downtown Las Vegas		56,585			53,327			58,671			57,008			225,591
Midwest and South		181,751			187,906			217,567			243,722			830,946
Atlantic City		182,756			202,018			176,410			176,150			737,334

Reportable Segment Net revenues		572,928			589,166			605,344			631,669			2,399,107
Other		1,475			1,049			1,330			1,414			5,268

Net revenues	$	574,403		$	590,215		$	606,674		$	633,083		$	2,404,375

Adjusted EBITDA
Las Vegas Locals	$	38,570		$	30,793		$	36,842		$	38,486		$	144,691
Downtown Las Vegas		9,366			6,005			10,839			8,432			34,642
Midwest and South		42,276			44,524			39,090			58,130			184,020

Wholly-owned property Adjusted EBITDA		90,212			81,322			86,771			105,048			363,353
Corporate expense		10,457			9,570			10,363			10,127			40,517

Wholly-owned Adjusted EBITDA		79,755			71,752			76,408			94,921			322,836
Atlantic City		38,657			50,287			37,860			38,881			165,685

Adjusted EBITDA	$	118,412		$	122,039		$	114,268		$	133,802		$	488,521

Other operating costs and expenses
Deferred rent	$	1,032		$	1,034		$	1,034		$	996		$	4,096
Depreciation and amortization		48,488			46,034			50,237			50,014			194,773
Preopening expenses		1,741			1,720			1,342			1,660			6,463
Share-based compensation expense		2,140			1,787			2,257			3,116			9,300
Other operating charges, net		2,262			2,300			4,789			247			9,598
Other		759			1,000			(237	)		1,187			2,709

Total other operating costs and expenses		56,422			53,875			59,422			57,220			226,939

Operating income		61,990			68,164			54,846			76,582			261,582

Other non-operating items
Interest expense, net		66,674			60,068			66,657			63,824			257,223
Fair value adjustment of derivative instruments		48			—			—			—			48
(Gain) loss on early retirements of debt, net		—			(54	)		48			—			(6	)
Other income		—			(1,000	)		(10,582	)		—			(11,582	)

Total other non-operating costs and expenses, net		66,722			59,014			56,123			63,824			245,683

Income (loss) before income taxes		(4,732	)		9,150			(1,277	)		12,758			15,899
Income taxes		(911	)		(2,170	)		(1,749	)		(6,283	)		(11,113	)

Net income (loss)		(5,643	)		6,980			(3,026	)		6,475			4,786
Net (income) loss attributable to noncontrolling interest		2,692			(3,871	)		2,535			(623	)		733

Net income (loss) attributable to Boyd Gaming Corporation	$	(2,951	)	$	3,109		$	(491	)	$	5,852		$	5,519

The following table reconciles the presentation of corporate expense on our condensed consolidated statements of operations for the indicated periods to the presentation on the previous table.


	Three Months Ended												Twelve Months Ended
	June 30, 2011			September 30, 2011			December 31, 2011			March 31, 2012			March 31, 2012
				*(in thousands)*
Corporate expense as reported on our consolidated statements of operations	$	12,264		$	11,025		$	12,393		$	12,871		$	48,553
Corporate share-based compensation expense		(1,807	)		(1,455	)		(2,030	)		(2,744	)		(8,036	)

Corporate expense as reported on the previous table	$	10,457		$	9,570		$	10,363		$	10,127		$	40,517

The following table allocates corporate expense to Wholly-Owned property Adjusted EBITDA (which is presented and reconciled in a previous table).


	Twelve Months ended March 31, 2012
	Las Vegas Locals		Downtown Las Vegas		Atlantic City		Subtotal		Midwest and South		Total
					*(in thousands)*
Wholly Owned property Adjusted EBITDA	$	144,691	$	34,642	$	165,685	$	345,018	$	184,020	$	529,038
Allocation of corporate expense		11,081		2,653		13,189		26,923		13,594		40,517

Adjusted EBITDA	$	133,610	$	31,989	$	152,496	$	318,095	$	170,426	$	488,521

The following table presents the calculation of Free Cash Flow, and with the tables below, reconciles the line items to the amounts reported in our consolidated statements of operations and cash flows for the respective periods presented.


	Year Ended December 31,			Three Months Ended March 31,						Twelve Months Ended
	2011			2012			2011			March 31, 2012
	*(in thousands)*
Wholly-Owned EBITDA	$	307,974		$	94,921		$	80,059		$	322,836
Interest expense		(152,618	)		(39,949	)		(39,875	)		(152,692	)
Capital expenditures		(54,598	)		(15,330	)		(17,221	)		(52,707	)
Taxes		(468	)		(5,706	)		2,437			(8,611	)

Free Cash Flow	$	100,290		$	33,936		$	25,400		$	108,826

The following table reconciles interest expense, as presented in the free cash flow calculation above, to the amount as reported in our consolidated statements of operations for the respective periods presented.


	Year Ended December 31,		Three Months Ended March 31,				Twelve Months Ended
	2011		2012		2011		March 31, 2012
		(*in thousands)*
Interest expense
Boyd Gaming Corporation	$	152,618	$	39,949	$	39,875	$	152,692
Borgata		81,314		20,482		17,283		84,513
Variable Interest Entity		16,753		3,393		128		20,018

Interest expense as reported in our consolidated statements of operations	$	250,685	$	63,824	$	57,286	$	257,223

The following table reconciles capital expenditures, as presented in the free cash flow calculation above, to the amount as reported in our consolidated statements of cash flows for the respective periods presented.


	Year Ended December 31,		Three Months Ended March 31,				Twelve Months Ended
	2011		2012		2011		March 31, 2012
		*(in thousands)*
Capital expenditures
Boyd Gaming Corporation	$	54,598	$	15,330	$	17,221	$	52,707
Borgata		32,626		17,466		3,637		46,455

Capital expenditures as reported in our consolidated statements of cash flows.	$	87,224	$	32,796	$	20,858	$	99,162

The following table reconciles income tax expense, as presented in the free cash flow calculation above, to the amount as reported in our consolidated statements of operations for the respective periods presented.


	Year Ended December 31,		Three Months Ended March 31,					Twelve Months Ended
	2011		2012		2011			March 31, 2012
		*(in thousands)*
Income taxes
Boyd Gaming Corporation	$	468	$	5,706	$	2,437		$	8,611
Borgata		1,253		577		671			2,501

Income taxes as reported in our consolidated statements of operations	$	1,721	$	6,283	$	(3,108	)	$	11,112

The following tables present the data used in the public company peer group disclosures. All information was obtained from the Current Reports on Form 8-K related to the periodic release of earnings, filed with the SEC by these respective companies, for these respective periods. The twelve month period ended March 31, 2012 was compiled from this data.


	Year Ended December 31,			Three Months Ended March 31,						Twelve Months Ended
	2011			2012			2011			March 31, 2012
	*(in thousands)*
Ameristar Casinos
Net Revenue	$	1,214,506		$	312,134		$	308,743		$	1,217,897
EBITDA		365,136			101,975			96,360			370,751
EBITDA Margin		30.1	%		32.7	%		31.2	%		30.4	%
Penn National Gaming
Net Revenue	$	2,742,257		$	736,059		$	667,023		$	2,811,293
EBITDA		730,236			200,740			178,035			752,941
EBITDA Margin		26.6	%		27.3	%		26.7	%		26.8	%
Pinnacle Entertainment
Net Revenue	$	1,141,198		$	292,985		$	280,147			1,154,036
EBITDA		252,129			74,553			62,562			264,120
EBITDA Margin		22.1	%		25.4	%		22.3	%		22.9	%
Isle of Capri
Net Revenue	$	1,004,995		$	245,807		$	251,921		$	998,881
EBITDA		184,960			38,685			43,219			180,426
EBITDA Margin		18.4	%		15.7	%		17.2	%		18.1	%


	Year Ended December 31,
	2011			2010			2009			2008
				*(in thousands)*
Ameristar Casinos
Consolidated net revenues	$	1,214,506		$	1,189,282			1,215,445		$	1,267,902

Same store net revenues	$	1,214,506		$	1,189,282		$	1,215,445		$	1,267,902

Penn National Gaming
Consolidated net revenues	$	2,742,257		$	2,459,111		$	2,369,275			2,423,053
Less properties not in operation in all periods:
Hollywood Casino Perryville		(114,690	)		(29,111	)	$	—			—
M Resort		(103,565	)		—			—			—
Beulah Park		(11,372	)		(3,809	)		—			—

Same store sales revenues	$	2,512,630		$	2,426,191		$	2,369,275		$	2,423,053

Pinnacle Entertainment
Consolidated net revenues	$	1,141,198		$	1,058,568		$	987,739		$	1,044,684
Less properties not in operation in all periods:
St. Louis		(382,019	)		(337,043	)		(219,006	)		(174,185	)
River Downs		(10,258	)		—			—			—
Boomtown Reno		—			—			(39,113	)		(46,007	)
Casino Magic Argentina		—			—			—			(40,006	)
President Casino		—			—			—			(25,784	)

Same store sales revenues	$	748,921		$	721,525		$	729,620		$	758,702

Footnotes and Safe Harbor Statements

Non-GAAP Financial Measures

Regulation G, “Conditions for Use of Non-GAAP Financial Measures,” prescribes the conditions for use of non-GAAP financial information in public disclosures. We believe that our presentations of the following non-GAAP financial measures are important supplemental measures of operating performance to investors: earnings before interest, taxes, depreciation and amortization (EBITDA), Adjusted EBITDA, Property EBITDA and free cash flow. The following discussion defines these terms and why we believe they are useful measures of our performance.

EBITDA, Adjusted EBITDA (collectively “EBITDA”)

As presented herein with respect to Boyd Gaming Corporation

EBITDA is a commonly used measure of performance in our industry which we believe, when considered with measures calculated in accordance with GAAP, gives investors a more complete understanding of operating results before the impact of investing and financing transactions and income taxes and facilitates comparisons between us and our competitors. Management has historically adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide the most accurate measure of our core operating results and as a means to evaluate period-to-period results. We have chosen to provide this information to investors to enable them to perform more meaningful comparisons of past, present and future operating results and as a means to evaluate the results of core on- going operations. We do not reflect such items when calculating EBITDA; however, we adjust for these items and refer to this measure as Adjusted EBITDA. We have historically reported this measure to our investors and believe that the continued inclusion of Adjusted EBITDA provides consistency in our financial reporting. We use Adjusted EBITDA in this press release because we believe it is useful to investors in allowing greater transparency related to a significant measure used by management in its financial and operational decision-making. Adjusted EBITDA is among the more significant factors in management’s internal evaluation of total company and individual property performance and in the evaluation of incentive compensation related to property management. Management also uses Adjusted EBITDA as a measure in determining the value of acquisitions and dispositions. Adjusted EBITDA is also widely used by management in the annual budget process. Externally, we believe these measures continue to be used by investors in their assessment of our operating performance and the valuation of our company. Adjusted EBITDA reflects EBITDA adjusted for deferred rent, preopening expenses, share-based compensation expense, write-downs and other charges, net, increase in value of derivative instruments, gain on early retirements of debt, other non-operating expenses, and our share of Borgata’s non-operating expenses, preopening expenses and other items and write-downs, net. In addition, Adjusted EBITDA includes corporate expense. A reconciliation of Adjusted EBITDA to net income (loss), based upon GAAP, is included in the financial schedules accompanying this release.

Property EBITDA, and Consolidated Property EBITDA

As presented herein with respect to Peninsula Gaming Corp.

Property EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. Property EBITDA is adjusted, as applicable, for pre-opening expense, affiliate management fees, loss from equity affiliate, gain or loss on disposal of assets and gain on settlement. EBITDA, Adjusted EBITDA, Consolidated Adjusted EBITDA and Consolidated Property Adjusted EBITDA are not measures of financial performance under GAAP. Accordingly, the use of these measures should not be construed as an alternative to operating income, as an indicator of the Company’s operating performance, or as an alternative to cash flow from operating activities, as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. The Company has significant uses of cash, including capital expenditures, interest payments and debt principal repayments, which are not reflected in Consolidated Adjusted EBITDA or Consolidated Property Adjusted EBITDA

Free Cash Flow

Free Cash Flow is a commonly used measure of performance in our industry which we believe, when considered with measures calculated in accordance with GAAP, gives investors a more complete understanding of operating results before the impact of investing and financing transactions and income taxes and facilitates comparisons between us and our competitors. We use free cash flow to measure our financial performance and ability to repay obligations as they become due, considering our debt servicing requirements, capital expenditures related to maintaining our properties and income taxes as due.

Limitations on the Use of Non-GAAP Measures

The use of EBITDA, Free Cash Flow and certain other non-GAAP financial measures has certain limitations. Our presentation of EBITDA, Free Cash Flow or certain other non-GAAP financial measures may be different from the presentation used by other companies and therefore comparability may be limited. Depreciation and amortization expense, interest expense, income taxes and other items have been and will be incurred and are not reflected in the presentation of EBITDA. Each of these items should also be considered in the overall evaluation of our results. Additionally, EBITDA do not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. We compensate for these limitations by providing the relevant disclosure of our depreciation and amortization, interest and income taxes, capital expenditures and other items both in our reconciliations to the GAAP financial measures and in our consolidated financial statements, all of which should be considered when evaluating our performance.

EBITDA, Free Cash Flow and certain other non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. EBITDA, Free Cash Flow and certain other non-GAAP financial measures should not be considered as an alternative to net income, operating income, or any other operating performance measure prescribed by GAAP, nor should these measures be relied upon to the exclusion of GAAP financial measures. EBITDA, Free Cash Flow and certain other non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. Management strongly encourages investors to review our financial information in its entirety and not to rely on a single financial measure.

Attached files

Stock widget

Investing forum

BOYD GAMING CORP Reports