1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended March 31, 1999
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 1-12168
BOYD GAMING CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 88-0242733
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2950 SOUTH INDUSTRIAL ROAD
LAS VEGAS, NEVADA
89109
(Address of principal executive offices)
(Zip Code)
(702) 792-7200
(Registrant's telephone number, including area code)
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 filing requirements
for the past 90 days.
Yes X No
--- ---
Shares outstanding of each of the Registrant's classes of common stock as of
April 30, 1999:
Class Outstanding
----- -----------
Common stock, $.01 par value 62,027,514
2
BOYD GAMING CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 1999
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at March 31, 1999
and December 31, 1998 3
Condensed Consolidated Statements of Operations for the
three month periods ended March 31, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows for the three
month periods ended March 31, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 3. Quantitave and Qualitative Disclosure about Market Risk 20
PART II. OTHER INFORMATION
Item 5. Other Information 21
Item 6. Exhibits and Reports on Form 8-K 21
Signature Page 22
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED) MARCH 31, DECEMBER 31,
(IN THOUSANDS, EXCEPT SHARE DATA) 1999 1998
- --------------------------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents $ 65,747 $ 75,937
Accounts receivable, net 21,495 21,988
Inventories 7,653 9,567
Prepaid expenses and other 14,056 17,333
Income taxes receivable 6,182 11,065
Deferred income taxes 2,072 5,855
---------- ----------
Total current assets 117,205 141,745
Property and equipment, net 759,078 763,207
Other assets and deferred charges 38,870 38,690
Goodwill and other intangible assets, net 201,248 202,614
---------- ----------
Total assets $1,116,401 $1,146,256
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt $ 1,815 $ 1,961
Accounts payable 29,942 32,065
Accrued liabilities
Payroll and related 28,826 29,465
Interest and other 53,488 54,162
---------- ----------
Total current liabilities 114,071 117,653
Long-term debt, net of current maturities 737,568 774,890
Deferred income taxes and other 28,554 26,407
Commitments and contingencies
Stockholders' equity
Preferred stock, $.01 par value; 5,000,000 shares authorized -- --
Common stock, $.01 par value; 200,000,000 shares authorized;
62,027,514 shares outstanding 620 620
Additional paid-in capital 140,616 140,616
Retained earnings 94,972 86,070
---------- ----------
Total stockholders' equity 236,208 227,306
---------- ----------
Total liabilities and stockholders' equity $1,116,401 $1,146,256
========== ==========
The accompanying notes are an integral part of these
condensed consolidated financial statements.
-3-
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BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED
(UNAUDITED) MARCH 31,
----------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 1998
- --------------------------------------------------------------------------------------------------------
Revenues
Casino $ 179,533 $ 185,864
Food and beverage 40,968 42,262
Room 19,304 18,514
Other 17,345 18,267
Management fee 10,813 10,796
--------- ---------
Gross revenues 267,963 275,703
Less promotional allowances 24,705 25,661
--------- ---------
Net revenues 243,258 250,042
--------- ---------
Costs and expenses
Casino 90,298 95,408
Food and beverage 25,833 26,137
Room 6,242 5,774
Other 15,401 15,899
Selling, general and administrative 35,038 38,583
Maintenance and utilities 9,654 9,495
Depreciation and amortization 18,732 18,611
Corporate expense 6,102 4,900
Preopening expense 539 --
--------- ---------
Total 207,839 214,807
--------- ---------
Operating income 35,419 35,235
--------- ---------
Other income (expense)
Interest income 57 113
Interest expense, net of amounts capitalized (17,131) (19,272)
--------- ---------
Total (17,074) (19,159)
--------- ---------
Income before provision for income taxes and cumulative effect of a
change in accounting principle 18,345 16,076
Provision for income taxes 7,705 6,752
--------- ---------
Income before cumulative effect of a change in accounting principle 10,640 9,324
Cumulative effect of a change in accounting for start-up activities,
net of tax benefit of $936 1,738 --
--------- ---------
Net income $ 8,902 $ 9,324
========= =========
BASIC AND DILUTED NET INCOME PER COMMON SHARE
- ---------------------------------------------
Income before cumulative effect of a change in accounting principle 0.17 0.15
Cumulative effect of a change in accounting for start-up activities, net of tax (0.03) --
========= ---------
Net income $ 0.14 $ 0.15
========= =========
Average basic shares outstanding 62,028 61,670
Average diluted shares outstanding 62,028 61,922
========= =========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
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BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE
MONTHS ENDED
(UNAUDITED) MARCH 31,
--------------------
(IN THOUSANDS) 1999 1998
- ----------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 8,902 $ 9,324
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 18,732 18,611
Cumulative effect of a change in accounting for start-up activities 2,674 --
Deferred income taxes 5,732 2,084
Changes in assets and liabilities:
Accounts receivable, net 493 306
Inventories 1,914 1,225
Prepaid expenses and other 603 (202)
Income taxes receivable 4,883 2,787
Other assets (609) (2,955)
Other current liabilities (255) 7,077
Other liabilities 198 --
Income taxes payable -- 1,183
-------- --------
Net cash provided by operating activities 43,267 39,440
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES-
Acquisition of property, equipment and other assets (15,989) (8,321)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net payments under bank credit facility (37,000) (31,000)
Payments on long-term debt (468) (515)
-------- --------
Net cash used in financing activities (37,468) (31,515)
-------- --------
Net decrease in cash and cash equivalents (10,190) (396)
Cash and cash equivalents, beginning of period 75,937 78,277
-------- --------
Cash and cash equivalents, end of period $ 65,747 $ 77,881
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest, net of amounts capitalized $ 18,803 $ 19,825
======== ========
Cash paid for income taxes $ 253 $ 698
======== ========
The accompanying notes are an integral part of these
condensed consolidated financial statements.
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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 1. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying condensed consolidated financial statements include the
accounts of Boyd Gaming Corporation and its wholly-owned subsidiaries,
collectively referred to herein as the "Company". At March 31, 1999, the Company
owned and operated ten casino entertainment facilities located in Las Vegas,
Nevada, Tunica, Mississippi, East Peoria, Illinois, and Kenner, Louisiana as
well as a travel agency located in Honolulu, Hawaii. In addition, the Company
manages a casino entertainment facility in Philadelphia, Mississippi, for which
it has a seven year management contract that expires in June 2001. All material
intercompany accounts and transactions have been eliminated.
BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the results of its operations
and cash flows for the three month periods ended March 31, 1999 and 1998. It is
suggested that this report be read in conjunction with the Company's audited
consolidated financial statements included in the Annual Report on Form 10-K for
the year ended December 31, 1998. The operating results and cash flows for the
three month periods ended March 31, 1999 and 1998 are not necessarily indicative
of the results that will be achieved for the full year or for future periods.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Significant estimates used by the Company include the
estimated useful lives for depreciable and amortizable assets, the estimated
allowance for doubtful accounts receivable, the estimated valuation allowance
for deferred tax assets, and estimated cash flows used in assessing the
recoverability of long-lived assets. Actual results could differ from those
estimates.
CAPITALIZED INTEREST
Interest costs associated with major construction projects are capitalized. When
no debt is incurred specifically for a project, interest is capitalized on
amounts expended for the project using the Company's weighted average cost of
borrowing. Capitalization of interest ceases when the project is substantially
complete. Capitalized interest during the three month period ended March 31,
1999 was $0.2 million. There were no such interest costs capitalized during the
three month period ended March 31, 1998.
PREOPENING EXPENSES
The American Institute of Certified Public Accountants ("AICPA") issued
Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities," which is effective for fiscal years beginning after December 15,
1998.
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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
The statement requires businesses to expense certain costs of start-up
activities as incurred. For the three month period ended March 31, 1999, the
Company expensed $0.5 million in preopening costs that related primarily to the
Company's share of preopening expense in the Atlantic City Joint Venture. The
initial application of this statement in January 1999 required the Company to
expense certain previously capitalized items as a cumulative effect of a change
in accounting principle. As such, the Company reported a charge of $1.7 million,
net of tax, to the consolidated statement of operations during the three month
period ended March 31, 1999 as the cumulative effect of the change in accounting
principle.
NOTE 2. - NET INCOME PER COMMON SHARE
The Company has adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share" that requires the presentation of basic and diluted net
income per share. Basic per share amounts are computed by dividing net income by
the average shares outstanding during the period. Diluted per share amounts are
computed by dividing net income by average shares outstanding plus the dilutive
effect of common share equivalents. Diluted net income per share during the
three month periods ended March 31, 1999 and 1998 is determined considering the
dilutive effect of outstanding stock options. The effect of stock options
outstanding to purchase approximately 5,646,000 and 2,711,000 shares,
respectively, was not included in the diluted calculation during the three month
periods ended March 31, 1999 and 1998 since the exercise price of such options
was greater than the average price of the Company's common shares during the
periods.
NOTE 3. - SEGMENT INFORMATION
The Company's management reviews the results of operations based on four
distinct geographic gaming market segments: the Stardust Resort and Casino on
the Las Vegas Strip, Boulder Strip Properties, Downtown Properties and Central
Region Properties. As used herein, "Boulder Strip Properties" consist of Sam's
Town Hotel and Gambling Hall, the Eldorado Casino, and Jokers Wild Casino;
"Downtown Properties" consist of the California Hotel and Casino, the Fremont
Hotel and Casino, Main Street Station Casino, Brewery and Hotel, and Vacations
Hawaii; "Central Region Properties" consist of Sam's Town Hotel and Gambling
Hall located in Tunica, Mississippi, Sam's Town Kansas City (through July 15,
1998), Par-A-Dice Hotel and Casino, Treasure Chest Casino, and management fee
income from Silver Star Resort and Casino.
-7-
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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
THREE MONTHS ENDED
MARCH 31,
------------------
(IN THOUSANDS) 1999 1998
-------- --------
Casino Revenue
Stardust $ 27,532 $ 26,955
Boulder Strip Properties 37,599 36,263
Downtown Properties 33,353 32,017
-------- --------
Nevada Region 98,484 95,235
Central Region 81,049 90,629
-------- --------
Total Casino Revenue $179,533 $185,864
======== ========
EBITDA (1)
Stardust $ 6,214 $ 6,510
Boulder Strip Properties 10,149 10,693
Downtown Properties 9,346 5,821
-------- --------
Nevada Region 25,709 23,024
Central Region 35,083 35,722
-------- --------
Property EBITDA 60,792 58,746
-------- --------
Other Costs and Expenses
Corporate expense 6,102 4,900
Depreciation and amortization 18,732 18,611
Preopening expense 539 --
Other expense, net 17,074 19,159
-------- --------
Total other costs and expenses 42,447 42,670
-------- --------
Income before provision for income taxes and cumulative effect of a
change in accounting principle 18,345 16,076
Provision for taxes 7,705 6,752
-------- --------
Income before cumulative effect of a change in accounting principle 10,640 9,324
Cumulative effect of a change in accounting for start-up activities, net 1,738 --
-------- --------
Net income $ 8,902 $ 9,324
======== ========
(1) EBITDA is earnings before interest, taxes, depreciation and amortization
expense and preopening expense.
NOTE 4. - GUARANTOR INFORMATION
The Company's $200 million of 9.25% Senior Notes (the "9.25% Notes") are
guaranteed by a majority of the Company's wholly-owned significant subsidiaries.
These guaranties are full, unconditional, and joint and several. The Company has
significant subsidiaries that do not guarantee the 9.25% Notes. As such, the
following consolidating schedules present separate condensed consolidating
financial statement information on a combined basis for the parent only, as well
as the Company's guarantor subsidiaries and non-guarantor subsidiaries, as of
March 31, 1999 and December 31, 1998 and for the three month periods ended March
31, 1999 and 1998.
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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Condensed Consolidating Balance Sheet Information as of March 31, 1999
COMBINED
COMBINED NON- ELIMINATION
(IN THOUSANDS) PARENT GUARANTORS GUARANTORS ENTRIES CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets $ 12,320 $ 84,906 $ 22,007 $ (2,028){1} $ 117,205
Property and equipment, net 37,286 683,861 37,931 -- 759,078
Other assets and deferred charges 895,818 (483,005) 164,372 (538,315){1}{2} 38,870
Goodwill and other intangible assets, net -- 118,550 82,698 -- 201,248
----------- ----------- ----------- --------- -----------
Total assets $ 945,424 $ 404,312 $ 307,008 $(540,343) $ 1,116,401
=========== =========== =========== ========= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 30,242 $ 65,053 $ 21,154 $ (2,378){1} $ 114,071
Long-term debt, net of current maturities 669,148 68,387 33 -- 737,568
Deferred income taxes and other 9,826 18,644 84 -- 28,554
Stockholders' equity 236,208 252,228 285,737 (537,965){2} 236,208
----------- ----------- ----------- --------- -----------
Total liabilities and stockholders' equity $ 945,424 $ 404,312 $ 307,008 $(540,343) $ 1,116,401
=========== =========== =========== ========= ===========
Elimination Entries
- -------------------
{1} - To eliminate intercompany payables and receivables.
{2} - To eliminate investment in subsidiaries and subsidiaries' equity.
Condensed Consolidating Balance Sheet Information as of December 31, 1998
COMBINED
COMBINED NON- ELIMINATION
(IN THOUSANDS) PARENT GUARANTORS GUARANTORS ENTRIES CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets $ 23,193 $ 97,564 $ 22,533 $ (1,545){1} $ 141,745
Property and equipment, net 36,490 687,740 38,977 -- 763,207
Other assets and deferred charges 919,264 (515,630) 153,170 (518,114){1}{2} 38,690
Goodwill and other intangible assets, net -- 119,365 83,249 -- 202,614
---------- --------- ---------- ---------- ----------
Total assets $ 978,947 $ 389,039 $ 297,929 $ (519,659) $1,146,256
========== ========= ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 35,301 $ 69,217 $ 15,575 $ (2,440){1} $ 117,653
Long-term debt, net of current maturities 706,373 68,484 33 -- 774,890
Deferred income taxes and other 9,984 16,382 41 -- 26,407
Stockholders' equity 227,289 234,956 282,280 (517,219){2} 227,306
---------- --------- ---------- ---------- ----------
Total liabilities and stockholders' equity $ 978,947 $ 389,039 $ 297,929 $ (519,659) $1,146,256
========== ========= ========== ========== ==========
Elimination Entries
- -------------------
{1} - To eliminate intercompany payables and receivables.
{2} - To eliminate investment in subsidiaries and subsidiaries' equity.
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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Condensed Consolidating Statement of Operations Information for the Three Month
Period Ended March 31, 1999
COMBINED
COMBINED NON- ELIMINATION
(IN THOUSANDS) PARENT GUARANTORS GUARANTORS ENTRIES CONSOLIDATED
- ---------------------------------------------------------------------------------------------------------------------
Revenues
Casino $ -- $ 148,666 $ 30,867 $ -- $ 179,533
Food and beverage -- 38,478 2,490 -- 40,968
Room -- 19,304 -- -- 19,304
Other 2,846 8,793 9,249 (3,543){1} 17,345
Management fee 36,959 12,651 5,112 (43,909){1} 10,813
--------- --------- --------- --------- ---------
Gross revenues 39,805 227,892 47,718 (47,452) 267,963
Less promotional allowances -- 22,868 1,837 -- 24,705
--------- --------- --------- --------- ---------
Net revenues 39,805 205,024 45,881 (47,452) 243,258
--------- --------- --------- --------- ---------
Costs and expenses
Casino -- 78,689 11,609 -- 90,298
Food and beverage -- 23,322 2,511 -- 25,833
Room -- 6,242 -- -- 6,242
Other -- 18,318 10,100 (13,017){1} 15,401
Selling, general and administrative -- 28,504 6,534 -- 35,038
Maintenance and utilities -- 8,103 1,551 -- 9,654
Depreciation and amortization 446 16,057 2,229 -- 18,732
Corporate expense 9,221 29 395 (3,543){1} 6,102
Preopening expense 45 -- 494 -- 539
--------- --------- --------- --------- ---------
Total 9,712 179,264 35,423 (16,560) 207,839
--------- --------- --------- --------- ---------
Operating income 30,093 25,760 10,458 (30,892) 35,419
Other income (expense), net (15,816) (1,540) 282 -- (17,074)
--------- --------- --------- --------- ---------
Income before provision for income taxes and
cumulative effect of a change in accounting
principle 14,277 24,220 10,740 (30,892) 18,345
Provision for income taxes 3,637 4,068 -- -- 7,705
--------- --------- --------- --------- ---------
Income before cumulative effect of a change
in accounting principle 10,640 20,152 10,740 (30,892) 10,640
Cumulative effect of a change in accounting
for start-up activities, net 1,738 -- -- -- 1,738
--------- --------- --------- --------- ---------
Net income $ 8,902 $ 20,152 $ 10,740 $ (30,892) $ 8,902
========= ========= ========= ========= =========
Elimination Entries
- -------------------
{1} - To eliminate intercompany revenue and expense.
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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Condensed Consolidating Statement of Operations Information for the Three Month
Period Ended March 31, 1998
COMBINED
COMBINED NON- ELIMINATION
(IN THOUSANDS) PARENT GUARANTORS GUARANTORS ENTRIES CONSOLIDATED
- -----------------------------------------------------------------------------------------------------------------
Revenues
Casino $ -- $ 155,102 $ 30,762 $ -- $ 185,864
Food and beverage -- 39,936 2,326 -- 42,262
Room -- 18,514 -- -- 18,514
Other -- 10,245 8,517 (495)(1) 18,267
Management fee 29,669 12,709 5,377 (36,959)(1) 10,796
--------- --------- --------- --------- ---------
Gross revenues 29,669 236,506 46,982 (37,454) 275,703
Less promotional allowances -- 24,016 1,645 -- 25,661
--------- --------- --------- --------- ---------
Net revenues 29,669 212,490 45,337 (37,454) 250,042
--------- --------- --------- --------- ---------
Costs and expenses
Casino -- 84,140 11,268 -- 95,408
Food and beverage -- 23,648 2,489 -- 26,137
Room -- 5,774 -- -- 5,774
Other -- 20,263 9,460 (13,824)(1) 15,899
Selling, general and administrative -- 32,171 6,412 -- 38,583
Maintenance and utilities -- 8,134 1,361 -- 9,495
Depreciation and amortization 78 16,325 2,208 -- 18,611
Corporate expense 4,016 373 511 -- 4,900
--------- --------- --------- --------- ---------
Total 4,094 190,828 33,709 (13,824) 214,807
--------- --------- --------- --------- ---------
Operating income 25,575 21,662 11,628 (23,630) 35,235
Other expense, net (17,506) (1,653) -- -- (19,159)
--------- --------- --------- --------- ---------
Income before provision for income taxes 8,069 20,009 11,628 (23,630) 16,076
Provision for income taxes 1,013 5,739 -- -- 6,752
--------- --------- --------- --------- ---------
Net income $ 7,056 $ 14,270 $ 11,628 $ (23,630) $ 9,324
========= ========= ========= ========= =========
Elimination Entries
- -------------------
{1} - To eliminate intercompany revenue and expense.
-11-
12
BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Condensed Consolidating Statement of Cash Flow Information for the Three Month
Period Ended March 31, 1999
COMBINED
COMBINED NON-
(IN THOUSANDS) PARENT GUARANTORS GUARANTORS CONSOLIDATED
- -----------------------------------------------------------------------------------------------------------
Cash flows provided by operating activities $ 33,963 $ 7,145 $ 2,159 $ 43,267
-------- -------- -------- --------
Cash flows from investing activities -
Acquisition of property, equipment and other assets (1,242) (14,115) (632) (15,989)
-------- -------- -------- --------
Cash flows from financing activities
Net payments under bank credit facility (37,000) -- -- (37,000)
Receipt (payment) of dividends 4,150 (1,967) (2,183) --
Payments on long-term debt (368) (100) -- (468)
-------- -------- -------- --------
Net cash used in financing activities (33,218) (2,067) (2,183) (37,468)
-------- -------- -------- --------
Net decrease in cash and cash equivalents (497) (9,037) (656) (10,190)
Cash and cash equivalents, beginning of period 1,054 55,492 19,391 75,937
-------- -------- -------- --------
Cash and cash equivalents, end of period $ 557 $ 46,455 $ 18,735 $ 65,747
======== ======== ======== ========
Condensed Consolidating Statement of Cash Flow Information for the Three Month
Period Ended March 31, 1998
COMBINED
COMBINED NON-
(IN THOUSANDS) PARENT GUARANTORS GUARANTORS CONSOLIDATED
- -----------------------------------------------------------------------------------------------------------
Cash flows provided by operating activities $ 33,173 $ 2,268 $ 3,999 $ 39,440
-------- -------- -------- --------
Cash flows from investing activities -
Acquisition of property equipment and other assets (428) (7,219) (674) (8,321)
-------- -------- -------- --------
Cash flows from financing activities
Net payments under bank credit facility (31,000) -- -- (31,000)
Other 1,966 (2,386) (95) (515)
-------- -------- -------- --------
Net cash used in financing activities (29,034) (2,386) (95) (31,515)
-------- -------- -------- --------
Net increase (decrease) in cash and cash equivalents 3,711 (7,337) 3,230 (396)
Cash and cash equivalents, beginning of period 2,832 58,317 17,128 78,277
-------- -------- -------- --------
Cash and cash equivalents, end of period $ 6,543 $ 50,980 $ 20,358 $ 77,881
======== ======== ======== ========
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain operating
data for the Company's properties. As used herein, "Boulder Strip Properties"
consist of Sam's Town Las Vegas, the Eldorado and Jokers Wild; "Downtown
Properties" consist of the California, the Fremont, Main Street Station and
Vacations Hawaii, the Company's wholly-owned travel agency which operates for
the benefit of the Downtown casino properties; and "Central Region Properties"
consist of Sam's Town Tunica, Sam's Town Kansas City (through July 15, 1998),
Par-A-Dice, Treasure Chest Casino, and management fee income from Silver Star
Resort and Casino. Net revenues displayed in this table and discussed in this
section are net of promotional allowances; as such, references to room revenue
and food and beverage revenue do not agree to the amounts on the Condensed
Consolidated Statements of Operations. Operating income from properties for the
purposes of this table excludes corporate expense, including related
depreciation and amortization, and preopening expense.
Three Months Ended
March 31,
---------------------
(In thousands) 1999 1998
- -------------- -------- ---------
Net revenues
Stardust $ 41,290 $ 41,333
Boulder Strip Properties 48,579 48,057
Downtown Properties (a) 53,993 50,829
Central Region 99,396 109,823
-------- --------
Total properties $243,258 $250,042
======== ========
Operating income
Stardust $ 3,295 $ 3,251
Boulder Strip Properties 6,390 7,107
Downtown Properties 5,497 2,072
Central Region 27,608 28,087
-------- --------
Total properties $ 42,790 $ 40,517
======== ========
(a) Includes revenues related to Vacations Hawaii, a Honolulu travel agency, of
$8,472 and $7,757, respectively, for the quarters ended March 31, 1999 and
1998.
-13-
14
REVENUES
Consolidated net revenues decreased 2.7% during the quarter ended March 31, 1999
compared to the quarter ended March 31, 1998. Company-wide casino revenue
decreased 3.4%, food and beverage revenue decreased 1.1% and room revenue
increased 10.0%. Net revenues from the Stardust, Boulder Strip and Downtown
Properties (the "Nevada Region") increased 2.6% during the quarter ended March
31, 1999 compared to the quarter ended March 31, 1998. Net revenues at the
Downtown Properties and Boulder Strip properties increased 6.2% and 1.1%,
respectively, while net revenues at the Stardust remained virtually unchanged.
Net revenues in the Central Region decreased 9.5% during the quarter ended March
31, 1999 compared to the quarter ended March 31, 1998 primarily as a result of
the closure of the Sam's Town Kansas City property in July 1998.
OPERATING INCOME
- ----------------
Consolidated operating income before preopening expense increased by 2.1% to $36
million during the quarter ended March 31, 1999 from $35 million during the
quarter ended March 31, 1998. Operating income in the Nevada Region increased
22% due to gains experienced at the Downtown Properties, partially offset by a
decline at the Boulder Strip properties. In the Central Region, operating income
decreased 1.7% due primarily to declines experienced at Sam's Town Tunica,
partially offset by the reduction in operating loss from the closure of the
Sam's Town Kansas City property in July 1998.
STARDUST
- --------
Net revenues and operating income at the Stardust for the quarter ended March
31, 1999 remained virtually unchanged from the quarter ended March 31, 1998.
Casino revenue increased 2.1% due primarily to an increase in table game win;
however, this increase was offset by a decline in other revenue due to an
outsourcing of certain retail operations at the property.
BOULDER STRIP PROPERTIES
- ------------------------
Net revenues at the Boulder Strip Properties increased 1.1% during the quarter
ended March 31, 1999 compared to the quarter ended March 31, 1998. The slight
increase is due to a 3.7% increase in casino revenue, partially offset by a
decline in non-gaming revenues. Operating income at the Boulder Strip Properties
declined by 10.1% or $.7 million during the quarter ended March 31, 1999
compared to the quarter ended March 31, 1998, and operating income margin
declined to 13.2% during the quarter ended March 31, 1999 from 14.8% during the
quarter from March 31, 1998. The declines in operating income and operating
income margin were primarily attributable to an increase in marketing expenses.
DOWNTOWN PROPERTIES
- -------------------
Net revenues at the Downtown Properties increased 6.2% during the quarter ended
March 31, 1999 compared to the quarter ended March 31, 1998 due primarily to
casino revenue, which increased 4.2% as a result of increased slot wagering
volume at all three casino properties. Non-gaming revenue at the Downtown
Properties increased 9.7% during the quarter ended March 31, 1999 versus the
comparable quarter in 1998 due primarily to a 9.2% increase in revenues at
Vacations Hawaii. Operating income at the Downtown Properties increased 165% to
$5.5 million during the quarter ended March 31, 1999 compared to the quarter
ended March 31, 1998, and operating income margin increased to 10.2% during the
quarter ended March 31, 1999 from 4.1% during the comparable quarter in
-14-
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the prior year. The increase in operating income and margin was primarily
attributable to the increase in net revenues coupled with a reduction in
marketing expenses at each of the Downtown casino properties.
CENTRAL REGION
- --------------
Net revenues in the Central Region decreased 9.5% during the quarter ended March
31, 1999 compared to the quarter ended March 31, 1998. The majority of the
decline in net revenues was due to the closure of Sam's Town Kansas City in July
1998. In addition, a 3.2% decline in net revenues at Sam's Town Tunica, due to
increased competition in the Tunica gaming market, was partially offset by an
increase in net revenues at Par-A-Dice of 2.3%. Operating income in the Central
Region declined slightly (1.7%) as gains experienced by the closure of the Sam's
Town Kansas City were primarily offset by a decline in operating income at Sam's
Town Tunica.
OTHER INCOME (EXPENSE)
- ----------------------
Other income and expense is primarily comprised of interest expense. Interest
expense decreased by $2.1 million during the quarter ended March 31, 1999
compared to the corresponding period in the prior year. The decrease is
attributable to lower debt levels combined with a decline in interest rates on
floating rate debt. In addition, the Company capitalized $.2 million in interest
costs during the quarter ended March 31, 1999. There were no such interest costs
capitalized during the quarter ended March 31, 1998.
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING FOR START-UP ACTIVITIES
- -------------------------------------------------------------------
The Company reported a charge of $1.7 million, net of $.9 million in tax
benefits, as the cumulative effect of a change in accounting for start-up
activities. The American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" that
required the Company to expense certain previously capitalized costs of start-up
activities as a cumulative effect of a change in accounting principle.
NET INCOME
- ----------
As a result of these factors, the Company reported net income of $8.9 million
and $9.3 million, respectively, during the quarter ended March 31, 1999 and
March 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW FROM OPERATING ACTIVITIES AND WORKING CAPITAL
- -------------------------------------------------------
The Company's policy is to use operating cash flow in combination with debt and
equity financing to fund renovations and expansion of its business.
During the quarter ended March 31, 1999, the Company generated operating cash
flows of $43 million compared to $39 million during the comparable period in the
prior year. The increase in operating cash flows is primarily attributable to
the enhanced earnings at the Downtown Properties, as well as the realization of
a portion of the tax benefits related to the sale of certain assets at Sam's
Town Kansas City. (See further discussion regarding the tax benefits in the
following paragraph). As of March 31, 1999 and 1998, the Company had balances of
cash and cash equivalents of $66 million and $78 million, respectively, and
working capital of $3.1 million and $0.8 million, respectively. The Company has
historically operated with minimal or negative levels of working capital in
order to minimize borrowings and related interest costs under the Company's five
year, reducing revolving credit facility (the "Bank Credit Facility").
-15-
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In connection with the July 1998 sale of certain tangible assets of Sam's Town
Kansas City for $12.5 million, the Company will be able to realize the benefit
of approximately $35 million in deferred tax assets. The realization of these
deferred tax assets, which began in the quarter ended September 30, 1998, will
continue to benefit operating cash flow in 1999 by generating tax refunds and
reducing the amount of future federal tax payments.
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
The Company is committed to continually maintaining and enhancing its existing
facilities, most notably by upgrading and remodeling its casinos, hotel rooms,
restaurants and other public spaces and by providing the latest slot machines
for its customers. The Company's capital expenditures primarily related to these
purposes were approximately $16.0 million and $8.3 million, respectively, during
the quarter ended March 31, 1999 and 1998. See "Expansion and Other Projects"
for a further discussion on current and planned investing activities.
CASH FLOW FROM FINANCING ACTIVITIES
- -----------------------------------
Much of the funding for the Company's renovation and expansion projects comes
from debt and equity financing, as well as cash flows from existing operations.
The Company paid down outstanding debt with its free cash flow generated from
operations, which resulted in cash flows used for financing activities of $37
million during the quarter ended March 31, 1999 compared to $32 million during
the quarter ended March 31, 1998. At March 31, 1999, outstanding borrowings and
unused availability under the Bank Credit Facility were $280 million and $195
million, respectively. Interest under the Bank Credit Facility is based upon the
agent bank's quoted reference rate or the London Interbank Offered Rate
("LIBOR"), at the discretion of the Company. The blended rate under the Bank
Credit Facility at March 31, 1999 was 7.0%.
The Bank Credit Facility contains certain financial and other covenants,
including, without limitation, various covenants (i) requiring the maintenance
of a minimum tangible net worth, (ii) requiring the maintenance of a minimum
fixed charge coverage ratio, (iii) establishing a maximum permitted funded debt
to EBITDA ratio, (iv) imposing limitations on the incurrence of additional
indebtedness and the creation of liens, (v) imposing limitations on the maximum
permitted expansion capital expenditures during the term of the Bank Credit
Facility, (vi) imposing limits on the maximum permitted maintenance capital
expenditures during each year of the term of the Bank Credit Facility, and (vii)
imposing restrictions in investments, the purchase or redemption of subordinated
debt prior to its stated maturity, dividends and other distributions, and the
redemption or purchase of capital stock of the Company. Management believes the
Company and its subsidiaries are in compliance with the Bank Credit Facility
covenants at March 31, 1999.
The Company's $200 million principle amount of Senior Notes (the "9.25% Notes")
and $250 million principle amount of Senior Subordinated Notes (the "9.50%
Notes") contain limitations on, among other things, (a) the ability of the
Company and its Restricted Subsidiaries (as defined in the Indenture Agreements)
to incur additional indebtedness, (b) the payment of dividends and other
distributions with respect to the capital stock of the Company and its
Restricted Subsidiaries and the purchase, redemption or retirement of capital
stock of the Company and its Restricted Subsidiaries, (c) the making of certain
investments, (d) asset sales, (e) the incurrence of liens, (f) transactions with
affiliates, (g) payment restrictions affecting restricted subsidiaries and (h)
certain consolidations, mergers and transfers of assets. Management believes the
Company and its subsidiaries are in compliance with the covenants related to the
9.25% and 9.50% Notes at March 31, 1999.
The Company's ability to service its debt will be dependent on its future
performance, which will be affected by, among other things, prevailing economic
conditions and financial, business and other factors, certain of which are
beyond the Company's control.
-16-
17
EXPANSION AND OTHER PROJECTS
- ----------------------------
The Company, as part of its ongoing strategic planning process, is currently
establishing its priorities for the future. In Nevada, the Company is exploring
opportunities for the development of new properties in the Las Vegas local
market. In addition, the Company will begin an $80 million expansion and
renovation project at Sam's Town Las Vegas during 1999. The project includes,
among other things, a state-of-the-art movie theatre complex, additional gaming
space, and a new buffet and bakery. This project is expected to be completed in
2001.
The Company has postponed plans to develop a new property on the Stardust's
61-acre site until the impact of the opening of several new resorts on the Las
Vegas Strip has been determined. Instead, the Company has initiated a $25
million renovation of the Stardust which includes guest rooms, public space and
exterior enhancements intended to make the property more competitive with other
Strip resorts. In connection with the renovation project, the Stardust removed
from service, in April 1999, all of its approximately 550 motor inn rooms for a
period of approximately 90 days. During this time, the Company will evaluate the
impact of the motor inn closure on the Stardust's operations. Based upon the
results of the evaluation, the Company will either refurbish or demolish the
Stardust motor inn rooms. As of March 31, 1999, the Company had incurred $5.0
million in costs associated with the Stardust renovation, $3.5 million of which
was incurred during the three month period ended March 31, 1999.
On July 14, 1998, the Company, through a wholly-owned subsidiary, entered into
an amended and restated joint venture agreement (the "Agreement") with a
wholly-owned subsidiary of Mirage Resorts, Incorporated ("Mirage") to jointly
develop and own The Borgata, a casino hotel entertainment facility in Atlantic
City, New Jersey. Among other things, the Agreement provides for the settlement
of litigation between the Company and Mirage relating to the joint venture
agreement that the Company and Mirage entered into in May 1996. The Borgata is
expected to cost $750 million and contemplates a hotel of approximately 1,400
rooms and a casino and related amenities adjacent and connected to Mirage's
planned wholly-owned resort. The Agreement provides for at least $150 million in
capital contributions by the Company, $90 million of which is expected to be
contributed in 1999 or early 2000. Funding of the Company's joint venture
capital contributions is expected to be derived from cash flow from operations
and availability under the Company's Bank Credit Facility. The Borgata will be
subject to the many risks inherent in the establishment of a new business
enterprise, including potential unanticipated design, construction, regulatory,
environmental and operating problems, lack of adequate financing and the
significant risks commonly associated with implementing a marketing strategy in
a new market. If the Borgata does not become operational within the time frame
and budget currently contemplated or does not compete successfully in its new
market, it could have a material adverse effect on the Company's business,
financial condition and results of operations. As of March 31, 1999, the Company
has contributed or advanced funds of $3.1 million to The Borgata. The Company
has begun work on the planning stages of this development. In addition, outside
of Nevada and New Jersey, the Company continues to monitor acquisition
opportunities in many of the newer gaming markets as the industry continues to
consolidate.
The Company has begun an information systems ("IS") project that will
standardize the Company's customer tracking systems. The purpose of the IS
project is to link all points of customer contact to enable the Company to
better monitor customer activity in order to enhance and direct marketing
efforts. The Company expects to spend $14 million in 1999 on the IS project. As
of March 31, 1999, the Company had incurred $1.4 million in costs associated
with the IS project, substantially all of which were capitalized. The Company
has never undertaken an IS project of this magnitude and may experience
difficulties in the integration and implementation of this project. In addition,
given the inherent difficulties of a project of this magnitude and the resources
required, the timing and costs involved could differ materially from those
anticipated by the Company. There can be no assurance that the IS project will
be completed successfully,
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on schedule or within budget.
Substantial funds are required for The Borgata, as well as the other projects
discussed above and would also be required for other future expansion projects.
Statements regarding the Company's planned expansion and other projects above
are forward-looking statements, including the statements regarding anticipated
costs and timing. There are no assurances that any of the above mentioned
projects will go forward, be completed on time or within budget, or ultimately
become operational. The source of funds required to meet the Company's working
capital needs (including maintenance capital expenditures) is expected to be
cash flow from operations and availability under the Company's Bank Credit
Facility. The source of funds for the Company's expansion projects may come from
cash flow from operations and availability under the Company's Bank Credit
Facility, additional debt or equity offerings, joint venture partners or other
sources. Currently, the Company is exploring various alternatives to modify the
Bank Credit Facility including, but not limited to, increasing the total
principle amount available to $500 million and extending the maturity. No
assurance can be given that additional financing will be available or that, if
available, such financing will be obtainable on terms favorable to the Company
or its stockholders.
YEAR 2000 READINESS DISCLOSURE
- ------------------------------
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a major system failure or
miscalculations.
The Company is currently engaged in a five-phase process of evaluating and
resolving the problems that might be associated with its internal operating
systems and the Year 2000 issue. The five phases are as follows:
1. Evaluation and development of remediation plans for traditional
information technology ("IT") systems;
2. Evaluation and development of remediation plans for non-IT systems;
3. Implementation and testing of remediation plans;
4. Evaluation of vendor compliance with Year 2000 issues; and
5. Preparation of contingency plans.
The first phase of the process is the evaluation and development of remediation
plans for IT systems which was completed in the fourth quarter of 1998. In this
phase, the Company evaluated which IT systems are Year 2000 compliant and made
plans to bring identified non-compliant systems into compliance.
The second phase of the process, expected to be completed by the end of the
second quarter of 1999, is the evaluation and development of remediation plans
for non-IT systems. The Company does not expect the impact of the Year 2000 to
be material for its non-IT systems. The Company may discover Year 2000 issues in
the course of its evaluation processes, or issues may not be detected, that
would have a material adverse effect on the business, financial condition and
results of operations of the Company.
Phase three of the process involves the implementation of remediation plans for
IT and non-IT systems that were identified in phase one and two as
non-compliant. This process is expected to be completed by the end of the third
quarter of 1999 and will involve either the replacement of the Company's
existing systems with systems that are Year 2000 compliant or the remedial
review and replacement of the software code with code that does not use the two
digit year code. As part of this phase, the Company intends to perform date
sensitive testing including testing on systems that vendors have certified to be
Year 2000 compliant to ensure that the modifications developed adequately
resolve
-18-
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the Year 2000 issue. While the Company believes the testing program should
provide additional evidence of its ability to operate in the Year 2000, the
Company may discover Year 2000 issues in the course of its testing process, or
issues may not be detected, that would have a material adverse effect on the
business, financial condition and results of operations of the Company.
Phase four, expected to be completed by the end of the second quarter of 1999,
involves evaluating Year 2000 compliance of those vendors which provide the
Company with goods and services critical to the servicing of our guests, mainly
in the non-gaming portions of our business. While no individual vendor supplies
the Company with a significant portion of the goods or services used in the
non-gaming operations, the Company may discover Year 2000 issues in the course
of evaluation of its vendors, or issues may not be detected, that would have a
material adverse effect on the business, financial condition and results of
operations of the Company.
The final phase of the process, expected to be completed during the third
quarter of 1999, will involve the development of a contingency plan in the event
any non-compliant critical systems remain by January 1, 2000. As part of this
phase, the Company will attempt to quantify the impact, if any, of the failure
to complete any necessary corrective action. The Company currently believes that
the majority of the equipment and processes used by the Company have adequate
manual backup procedures that would allow the Company to continue to operate a
significant portion of the business in the event the conversion project is not
completed on schedule (or the systems of other companies on which the Company
may rely are not timely converted). However, in most of the Central Region
gaming jurisdictions, electronic monitoring of operations is required. Waivers
for manual processes may be obtained from these gaming jurisdictions; however,
there can be no assurance that a material portion of the gaming business at
those properties would not be affected until the time at which a waiver is
granted or if a waiver is granted at all. If the Company is able to obtain
timely waivers for the Central Region properties, the remaining primary risks
associated with the Year 2000 may be an effect on the timing of the reporting of
certain operating results to management and may include an adverse effect on
business volumes if the Year 2000 problems could not be timely corrected.
Although the Company cannot currently estimate the magnitude of such impact, if
systems material to the Company's operations have not been made Year 2000
compliant upon completion of this phase, the Year 2000 issue could have a
material adverse impact on the Company's business, financial condition and
results of operation.
The Company currently estimates approximately $8 million in costs directly
associated with the Year 2000 project that is expected to be funded from cash
flow from operations and availability under the Company's Bank Credit Facility.
This estimate includes approximately $3 million in operating expenses related to
the remediation efforts, including training. At March 31, 1999, the Company had
incurred approximately $3.6 million in costs directly related to the Year 2000
project, $3.2 million of which were capitalized as they related to replacement
of systems that were not Year 2000 compliant.
The statements above regarding the Year 2000 project status, cost, timing, and
the Company's Year 2000 readiness are forward-looking statements. Given the
inherent risks for a project of this magnitude and the resources required, the
timing and costs involved could differ materially from those anticipated by the
Company. There can be no assurance that the Year 2000 project will be completed
on schedule or within budget.
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PRIVATE SECURITIES LITIGATION REFORM ACT
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward looking statements. Certain information included in this Form 10-Q
and other materials filed or to be filed by the Company with the Securities and
Exchange Commission (as well as information included in oral statements or other
written statements made or to be made by the Company) contains statements that
are forward looking, such as statements relating to the Company's Year 2000
Readiness Disclosure, IS project, plans for future expansion and other business
development activities as well as capital spending, financing sources, and the
effects of regulation (including gaming and tax regulation) and competition.
Such forward looking statements involve important risks and uncertainties that
could significantly affect anticipated results in the future, and accordingly,
actual results may differ materially from those expressed in any forward looking
statements made by or on behalf of the Company. These risks and uncertainties
include, but are not limited to, those related to construction, expansion and
development activities, economic conditions, changes in tax laws, changes in
laws or regulations affecting gaming licenses, changes in competition, and
factors affecting leverage and debt service including sensitivity to fluctuation
in interest rates, risks related to the Year 2000 project and other factors
described from time to time in the Company's reports filed with the Securities
and Exchange Commission, including the Company's Annual Report on Form 10-K for
the year ended December 31, 1998. Any forward looking statements are made
pursuant to the Private Securities Litigation Reform Act of 1995 and, as such,
speak only as of the date made.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates. To reduce
such risks, the Company selectively uses financial instruments for its floating
rate debt. On December 31, 1997, the Company entered into an interest rate swap
agreement for a notional amount of $100 million. The agreement calls for the
Company to swap its variable LIBOR rate (5.00% at March 31, 1999) for a fixed
LIBOR rate of 5.54%. The variable LIBOR rate readjusts each quarter and the
agreement is cancelable should the LIBOR rate exceed 5.99%. The swap agreement
terminates in December 2000. The fair value of the swap liability at March 31,
1999 is approximately $.9 million based on the present value of future cash
outflows expected from the Company based on the LIBOR rate at March 31, 1999.
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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On April 22, 1999, the Board of Directors of the Company approved certain
amendments to the Company's By-laws related to the required notice provisions.
Under the By-laws, as amended, notice of any stockholder proposals to be
properly considered at the 2000 Annual Meeting of Stockholders must be given to
the Company's Secretary in writing not less than 45 days nor more than 75 days
prior to the date on which the Company first mailed its proxy materials for the
1999 meeting (or the date on which the Company mails its proxy materials for the
2000 Annual Meeting if the date of that meeting is changed more than 30 days
from the prior year). A stockholder's notice to the Secretary must set forth for
each matter proposed to be brought before the annual meeting (a) a brief
description of the matter the stockholder proposes to bring before the meeting
and the reasons for conducting such business at the meeting, (b) the name and
recent address of the stockholder proposing such business, (c) the class and
number of shares of the Company which are beneficially owned by the stockholder
and (d) any material interest of the stockholder in such business.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3.2 Restated By-laws
27. Financial Data Schedule
(b) Reports on Form 8-K.
(i) None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOYD GAMING CORPORATION
(Registrant)
Date: May 12, 1999 By /s/ Ellis Landau
-------------------------------
Ellis Landau,
Executive Vice President,
Chief Financial Officer, and
Treasurer (Principal Financial
Officer)
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EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.2 Restated Bylaws
27. Financial Data Schedule