Josh Hirsberg - Chief Financial Officer, Executive Vice President & Treasurer Keith E. Smith - President, Chief Executive Officer & Director.

Carlo Santarelli - Deutsche Bank Securities, Inc. Felicia Hendrix - Barclays Capital, Inc. Thomas G. Allen - Morgan Stanley & Co. LLC Steven Wieczynski - Stifel, Nicolaus & Co., Inc. Shaun Clisby Kelley - Bank of America Merrill Lynch David Katz - Telsey Advisory Group LLC Chad Beynon - Macquarie Capital (USA), Inc. Joseph R.

Greff - JPMorgan Securities LLC James Forristall Kayler - Bank of America Adam J. Trivison - Gabelli & Company.

Good afternoon and welcome to the Boyd Gaming Second Quarter 2016 Conference Call. All participants will be in listen-only mode. After today's presentation there will be an opportunity to ask questions. Please note this event is being recorded.

I would now like to turn the conference over to Josh Hirsberg, Executive Vice President and Chief Financial Officer. Please go ahead..

Thank you, Bianca. Good afternoon, everyone, and welcome to our second quarter earnings conference call. Joining me this afternoon is Keith Smith, our President and Chief Executive Officer.

Our comments today will include statements that are forward-looking statements within the Private Securities Litigation Reform Act, including statements regarding our guidance for the full year 2016.

All forward-looking statements in our comments are as of today's date, and we undertake no obligation to update or revise the forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement.

There are certain risks and uncertainties that include, but are not limited to those disclosed in our earnings release, our periodic reports, and our other filings with the SEC that may impact our results. During our call today, we will make reference to non-GAAP financial measures.

For a complete reconciliation of historical non-GAAP to GAAP financial measures, please refer to our earnings press release and our Form 8-K furnished to the SEC today, and both of which are available in the Investors section of our website at boydgaming.com.

We do not provide a reconciliation of forward-looking non-GAAP financial measures due to our inability to project special charges and certain expenses.

Finally, today's call is also being webcast live on our website at boydgaming.com and will be available for replay on the Investor Relations section of our website shortly after the completion of this call. I'd now like to turn the call over to Keith..

Thanks, Josh. Good afternoon, everyone. Thank you for joining us for our second quarter earnings call. The last several months have certainly been a significant time for our company as we executed several transactions that will both strengthen our financial foundation and position us for continued growth.

First, we agreed to acquire three high quality assets in the Las Vegas locals market, Aliante, Cannery and Eastside Cannery. Once these transactions are complete we will have significantly expanded and diversified our presence in the fastest-growing segment of our business.

Next, we completed the disposition of our 50% equity interest in Borgata, unlocking the tremendous value of this highly successful joint venture.

With net proceeds of $589 million we further accelerated our debt reduction efforts, putting us solidly on track to reduce leverage to approximately 5.5 times EBITDA by the end of the year and below five times by the end of 2017.

In addition, we took the first steps in two important initiatives that will position our operations to deliver continued revenue and EBITDA growth well into the future. But, before I get to where we're going next, let's review our second quarter results which clearly did not perform to the same high level we have seen over the last several quarters.

Results for the quarter were mixed across our four business segments. In Las Vegas, strong performances by our Locals properties in April and June were tempered by a difficult year-over-year comparison in May, while our Downtown Las Vegas operations continued to deliver a high level of performance.

In our Midwest and South segment, overall performance was slightly improved from the trends we saw during the first quarter with shortfalls in Illinois and Mississippi due to new competition. The most significant weakness came in our Peninsula segment which did not meet our expectations.

This was largely driven by a weaker than expected gaming market in Kansas as well as continued economic softness in south-central Louisiana. Let's walk through each of the segment's results in a little more detail.

Despite the difficult comparison in May, our Las Vegas Locals business achieved its fifth consecutive quarter of revenue growth, EBITDA growth and margin improvement. We began the quarter in Las Vegas with a strong April as EBITDA grew nearly 12% year-over-year and we finished with an EBITDA gain of nearly 10% in June.

What kept us from achieving yet another quarter of double-digit EBITDA growth was the month of May. So we believe this was simply a function of challenging year-over-year comparisons.

If you will recall, May 2015 was an exceptionally strong month for visitation to Las Vegas, driven by events like the Mayweather-Pacquiao fight and the Rock in Rio festival. Without similar citywide events on the calendar this year, visitation to Las Vegas market was off nearly 4% in May of 2016, impacting operators throughout the city.

While business levels recovered in June and have held steady in our Las Vegas Locals business over the first four weeks of July, and based on the economic data we are seeing that growth should continue.

During June, total employment in the Las Vegas area reached an all-time high with a more diversified employment base than we saw before the recession.

As an example, the construction sector, while still below its pre-recession peak expanded by nearly 14% in the past 12 months and education, healthcare, business services and retail have all been key contributors to employment growth post-recession.

Expansion was reported in nearly every major market job sector by the close of the quarter when compared to one year ago. Annual wage growth is running around 4% nearly double the national average and the median resale home price reached $235,000 in June, up 7% on the year and nearly double what it was in 2012.

Permitting volumes for new residential unit is on the rise. All of this is driving continued activity throughout the local economy with taxable sales at record levels across Southern Nevada. The tourism sector remains vibrant as well. More than 42 million people have visited Las Vegas over the last 12 months setting a new record.

This is an increase of 3% from the prior year. In June, citywide room rates were up 6% and average hotel occupancy topped 93%. Convention business has been strong also up 21% on an LTM basis.

On the development side, more than $10 billion in future development is now in the pipeline throughout the Las Vegas family with much of this activity already under construction. These are investments not only in our core tourism industry, but in manufacturing, healthcare, technology, and infrastructure.

These are investments in a more diverse and expanding local economy. Nearly, every data point shows a strengthening local and regional economy giving us continued confidence that long-term economic growth trends will continue to benefit our locals business.

Now let's go to Downtown Las Vegas, where we posted a sixth straight quarter of revenue and double-digit EBITDA growth. Lower fuel costs at our Hawaiian charter service contributed about $400,000 to the bottom line, but the vast majority of our EBITDA growth came from the strong operating results as all three Downtown properties achieve solid gains.

Hawaiian business is up, walk-in traffic is up, and we continue to gain market share. Our management teams are continuing to find new opportunities to drive revenue growth and operate more efficiently delivering a 300 basis point improvement in operating margins during the second quarter.

Overall, the Downtown Las Vegas market continues to perform extremely well and we remain encouraged by the long-term direction of this business. Now let's move outside of Nevada to our regional operations. As trends were somewhat different in the Midwest and South, and Peninsula segments I will review them separately.

First our Midwest and South properties performed slightly better than the trends we experienced in the first quarter on an EBITDA basis. As has been reported in the various state revenue reports there has been softness in many regional markets and we are not immune to this trend.

But, despite this softness in revenue our management team has done an excellent job managing expenses. Of our seven Midwest and South properties, five achieved year-over-year EBITDA growth. And as a whole, our Midwest and South segment was able to improve operating margin slightly during the quarter.

Weakness in this segment was concentrated at the IP and Par-A-Dice as both properties continue to contend with increasing gaming capacity in their markets. But both are also making good progress identifying and executing opportunities to bring cost inline with current revenue trends.

At IP, performance stabilized during the quarter, as we continued to refine marketing programs and our cost structure. We currently expect EBITDA to return to last year's level by the end of this year.

And Par-A-Dice saw good results from recent refinements to the property's operations and cost structure, improving operating margins by nearly 100 basis points during the quarter. While revenues continue to decline at Par-A-Dice, the EBITDA shortfall was not nearly as significant as the first quarter.

Elsewhere in the segment, we saw some encouraging bright spots. In Louisiana, Treasure Chest achieved its seventh consecutive quarter of gaming revenue and EBITDA growth driven by further gains in market share.

In Indiana, Blue Chip's growth streak continued as well with an eighth straight quarter of revenue and EBITDA growth and the 10th consecutive quarter of increased market share. And despite some softness in the Lake Charles market, Delta Downs held steady with last year's EBITDA levels and improved margins by 116 basis points during the quarter.

Next, let's touch on the Peninsula segment, which clearly fell below our expectations primarily due to market softness in Kansas and south-central Louisiana. A weakened regional economy continues to impact Evangeline Downs and Amelia Belle.

The south-central Louisiana region is highly dependent on the energy industry and persistent weakness in oil prices continued to have an impact on the regional job market.

As this economic weakness is likely to continue, we recently implemented significant refinements to Evangeline Downs' operations and cost structure, and are starting to see progress. EBITDA still trending below prior year levels, but the gap is narrowing.

And to the West, in Kansas, gaming revenue softened across the entire state in the second quarter. Despite these challenging conditions, the Kansas Star held its market share steady during the quarter. Trip frequency was down, but the property's guest counts were almost even with last year's levels.

In response to these – to this recent softness in the Kansas gaming market, we are reviewing and adjusting our marketing programs to draw visitation to the property. And through the first four weeks of July, trends at the Kansas Star are improving versus what we saw in the second quarter. Finally, I'll conclude with a few comments on Borgata.

As you know, we completed the sale of our 50% equity stake in this property on Monday. The development of Borgata was a major milestone in our company's history. We opened Borgata in 2003 and it has led the Atlantic City market by a wide margin ever since.

As a result of the success of Borgata over the last 13 years, we were able to unlock the tremendous value of this asset for our company and our shareholders.

It has been an honor to oversee this market-leading property for these last 13 years, but the success of Borgata is not merely a function of the quality of the asset that we built, it is a tribute to the skill and dedication of the entire Borgata team. It has been a pleasure to work with them – with all of them and we wish them continued success.

So, in all, while our second quarter operating performance reflected some softness in revenues in a number of our markets, we are pleased that we were able to maintain and grow our companywide operating margins.

The second quarter marked our eighth consecutive quarter of margin improvement, continuing the significant progress we've made over the last several years, enhancing our operations and creating value for our shareholders. As you look back, we have delivered substantial growth in EBITDA, free cash flow, and share price over the last two years.

We have steadily improved operating margins across the country and we have significantly deleveraged our balance sheet and strengthened our financial position.

And while we have accomplished much as a company, we have significant opportunities still ahead of us to further improve our performance and drive additional growth, and we are actively pursuing and executing on those opportunities.

An example of this is our non-gaming amenity investment initiative, a strategic effort to enhance the appeal of our properties, expand our customer base and diversify our revenue base. We continue to see good results from this initiative, which is driving non-gaming revenue and growth throughout our portfolio.

Our newest restaurants have substantially increased coverage over the restaurants that they replaced and they are driving strong gains in cash business, a good indicator that we are successfully drawing new customers to our properties. And at Delta Downs, our $45 million expansion project remains on track for completion by the fourth quarter.

By adding 167 new hotel rooms and completely redesigning our 200 existing rooms, we are positioning Delta Downs to take full advantage of the long-term growth opportunities at this highly successful property.

As we begin the final phases of our amenity initiative, we're quite pleased with the results and we believe we've positioned our properties well for future growth. Another key driver of growth will be the pending acquisitions of Aliante and Cannery.

By expanding and diversifying our presence in the Las Vegas market, these properties will provide us additional opportunities to participate in the compelling long-term growth potential of Southern Nevada. We continue to work through the regulatory processes for both transactions.

With respect to Aliante, we recently received clearance from the FTC to proceed. We are now working with Nevada gaming regulators to secure final approvals and we remain on-track to close the Aliante acquisition at the end of September. The FTC process is still ongoing with the Cannery acquisition.

The FTC has requested some additional information regarding this acquisition, which we are in the process of providing. We're also working with Nevada gaming regulators to secure their approval. Currently, we expect to be able to close the Cannery acquisition early in the fourth quarter.

Targeted acquisitions and our amenity program are growth initiatives we have addressed previously. But our growth opportunities are certainly not limited to these initiatives.

On the revenue side, we believe there is room for enhanced growth by leveraging new technology and new systems across our enterprise to strengthen our marketing and analytical capabilities. Earlier this year, we commenced a major initiative to modernize our technology and marketing systems.

Once the rollout has been completed, this upgraded IT and marketing infrastructure will provide improved insights into our customers and their behavior driving both incremental revenue and more profitable revenue throughout our operations. In addition, we believe there is continued room for improvement on the expense side of our business.

We have made significant progress refining our cost structure and improving our operating margins over the last two years, and you've seen the results of those efforts with solid EBITDA growth across our operations. But we know there is still more work to be done.

While we have grown substantially in size and scale over the last five years, we have not yet taken full advantage of the economies of scale that our portfolio offers. Earlier this year, we commenced the business improvement initiative aimed at capitalizing on this opportunity.

Our business improvement team has begun identifying opportunities to better leverage our nationwide scale, particularly for our back of the house support functions. These will be targeted opportunities to take redundant costs out of the business without compromising the customer experience in any way.

Together, we believe our improved technology infrastructure and business improvement initiative will make us a more efficient company and a more customer focused company. When combined with the long-term organic growth trends we expect in the business, we are confident these initiatives will help drive continued gains on the top and bottom line.

And as we continue strengthening our operations and our infrastructure we will become even more efficient and effective on what we do best creating truly memorable entertaining experiences for our customers. Thank you for your time today. I will now turn the call over to Josh.

Josh?.

Thanks, Keith. On Monday, we completed the disposition of our equity interest in Borgata. We received cash proceeds of $589 million. These proceeds in conjunction with the existing cash on hand will be used to facilitate the refinancing of Peninsula's debt. As part of the refinancing, earlier today we issued the call notice for Peninsula's bonds.

In addition to the proceeds we have received from the Borgata disposition, we have the opportunity to receive our share of the proceeds from property tax refunds owed Borgata. We expect our share to be approximately $80 million.

As a result of this disposition, Borgata is reported on our second quarter income statement as discontinued operations and will be presented as discontinued operations on a going forward basis as well. As a company, we remain focused on using our free cash flow to deleverage our balance sheet.

Considering the disposition of Borgata, the announced acquisitions and their projected performance, our pro forma leverage is approximately 5.5 times. During the quarter, our wholly owned businesses reduce net debt by $41 million. That brings total year-to-date net debt reduction by Boyd and Peninsula to $120 million.

By the end of this year, the hotels and amenities expansion at Delta Downs will be completed, and our investments in non-gaming amenities will be finished in the first half of 2017. Once both of those projects are complete, our run rate free cash flow should increase by approximately $90 million.

We are on track to reach our target for wholly-owned leverage of four times to five times EBITDA and expect to be below five times by the end of 2017. Our quarter end debt and cash balances are provided in our earnings release. In addition to utilizing our free cash flow to deleverage our balance sheet, we are also investing in our business.

During the quarter, we invested $37 million in our wholly-owned properties including maintenance capital, non-gaming investments, and the Delta Downs hotel project. Now, turning to our 2016 guidance. With the disposition of our interest in Borgata, our guidance will focus only on wholly-owned EBITDA.

We previously provided guidance during our first quarter earnings call of $635 million to $655 million. This guidance included our share of a full year contribution from Borgata of approximately $100 million.

With the disposition of our equity interest in Borgata, Borgata's results will be reported as discontinued operations and will not be included on our reported EBITDA. Removing Borgata's results from our previous guidance yields the range that we are providing today of $535 million to $555 million.

This adjusted range is comprised of our guidance for wholly-owned EBITDA of $535 million to $545 million. And also assumes a full quarter's contribution from our pending acquisitions of $10 million to $12 million of EBITDA.

Fourth quarter EBITDA expectations for the pending acquisitions do not include the full effect of synergies as we expect to capture those throughout the first full year of ownership. As mentioned earlier, we currently expect the acquisitions to close toward the end of the third quarter or early in the fourth quarter.

For the second half of the year, our guidance incorporates the following expectations for each of our business segments. Our outlook for the Las Vegas Locals segment continues to be positive and has not changed from the first quarter. We expect this segment to continue to show growth, year-over-year.

We expect our Downtown business to also continue to grow, although at a more modest pace given more difficult comparisons with the record fourth quarter performance of last year. In the Midwest and South, we expect slight improvements in the trends we have reported in the first six months of this year.

And with respect to Peninsula, we're taking actions to achieve results even with prior year. In conclusion, the second quarter was strategically important for our company. We expanded our presence in the Las Vegas Locals market and we refined our portfolio, accelerating our ability to deleverage and more quickly achieve our target leverage.

We remain focused on executing our operations in a more efficient and targeted approach, which we believe enhances our future revenue and EBITDA growth potential. We also continue to focus on deleveraging our business and growing opportunistically.

With that, Bianca, that concludes our remarks and we are now ready to take any questions from the audience..

Thank you. We will now begin the question-and-answer session. The first question comes from Carlo Santarelli with Deutsche Bank. Please go ahead..

Hey, guys. Good afternoon. Thanks for taking my questions. Josh, on the Peninsula stuff, the numbers – kind of after seeing the revenue results for the 2Q, didn't appear that bad and it seems like you guys did an okay job mitigating the topline shortfalls.

When you look into the second half, and I think, Josh, you said flat year-over-year, I'm assuming you're referring to kind of an EBITDA comparison flattish year-over-year for the second half period..

Yes..

And my question is, what is there on the cost side that you guys feel you haven't done yet that you have the opportunity to do here now?.

Well, Carlo, you're asking in respect to just Peninsula, or are you talking about the entire company?.

No, no, more so Peninsula in regards to your comments about kind of focusing on improving results there..

Yeah. I think, when we think about improving results is primarily related to Kansas Star. And as Keith mentioned, it's primarily focused on refocusing marketing efforts that appear to be paying off in July. I think, it's a little early to know for sure, but that is kind of what we're focused on currently.

I think when you look at the rest of the Peninsula portfolio in reality, the real kind of pressure on our business has been at Amelia and Evangeline Downs with respect to the oil-based economies there that are more economically driven affecting those operations.

I think just as a side note with respect to Evangeline, I think, part of it is economic driven by oil and part of it is kind of what we're doing on the marketing side, we're refocused on that as well to repositioning that asset. So, I think, there's some of that, that we can control ourselves.

But as we look at the Peninsula portfolio, Kansas was inordinately weak, can't really discern why, it was statewide and we're refocusing some of our marketing efforts and that seems to be paying off early on. Evangeline, we're doing a little bit more on the marketing side to kind of reposition that asset, but it is a little bit of economy there.

And then Dubuque and Worth seemed to be kind of turning the corner from what we saw in terms of overall (25:07) overall softness largely competitive, really, in the second quarter..

Great. Thank you. That's helpful.

And Josh, you touched on it a little bit, the Peninsula refinancing activity, could you kind of provide a little bit of color maybe on the timing of how you're thinking about consolidating the balance sheets and when we could expect you guys to be able to start reporting kind of as one?.

Yeah. So, I mean, today we've put out the notice to redeem the bonds and that will be in – within – you know, it's a 30 day notice.

And so given the cash on our balance sheet and the cash that we received from as a result of selling Borgata earlier this week, we basically have the proceeds or we do have the proceeds to be able to refinance the Peninsula capital structure.

So, we're just waiting really for that 30 day period to run and then we would expect that to happen within a day or two days of that event. And then, at that point, the Peninsula assets will come within to the – into the Boyd restricted group and it will be as if they are all part of singularly Boyd..

Great. Thank you..

Sure..

The next question is from Felicia Hendrix with Barclays. Please go ahead..

Hi. Good afternoon. Josh just to kind of stay on the guidance, I just want to make sure that I am understanding all the color that you gave us..

Sure..

So, when you said that the Las Vegas Locals market hasn't changed, I think, I had in my notes that the prior guidance you gave was 6.5% growth, so that's unchanged, correct?.

That's what the comment would somewhat imply..

Yeah. Okay.

And so then – and so – it just – it looks like, so you are pulling some out from Downtown and from the Midwest, and that looks like the kind of a good amount to dial (27:05) at the midpoint $10 million is that the right interpretation?.

Well I think, second quarter, it's hard to tell, or for me to tell kind of where estimates were for the year, just because some guys had Borgata in there for the full year, some guys were trying to figure out estimate just through the six month period.

Also with respect to the acquisitions, it seemed to range from nothing to something to something with all the synergies. So, I think, the consensus numbers are really hard for me to discern what's going on. So, what I chose to do is just look at, in terms of what we think is going on in our business.

And I think from our perspective when we looked at Peninsula, it was down relative to where we thought it was going to be for – by a couple million bucks. We generally say, we think that we'll be able to right-size that and get it back to even with prior year, and we hope we can do better. But, we'll see how that turns out.

I think Downtown, we just want folks to understand that the fourth quarter was a record year last year and while we continue to try to do better than that I think the comp is more difficult in the second half of the year because of that for Downtown.

And then when we look at the Midwest and South, I think, we are basically, at least the way I look at it, kind of recovering from the new competitor facing IP and trying to mitigate the impacts of the continued pressure from BLTs (28:46) and over time, what you are seeing – and over the second half of the year, you're seeing that or at least in our guidance seeing that we expect to start to offset those effects in our business.

So we expect improvements in the second half of the year versus the first half. I don't know if that makes sense, but that's how we're thinking about it..

No. That's great, and it also is great, because it helps segue into my next question for Keith, which is, so you guys are thinking about all the things that you are doing to mitigate some of the slowdown and you are expected to see some improvement there.

As you try to mitigate and I will echo what Carlo said, which is seems to – that you did a good job in the first quarter. But if things kind of continue to slow, are you prepared in your mitigation, how impactful or how far out do you think these mitigation programs take you in kind of a slowing environment..

So, I think what you saw in the second quarter was our ability to react to some softness in revenues by tightening up expenses, and those are not payroll expenses, they're across the board.

There's still a lot of refinement to our marketing programs that we're doing in various markets and we continue to find ways to refine and lower costs in the business. And so while there maybe or may not be some continuing slowness in the business as we look into the second half, I think, we are prepared to react.

You've seen us do it at Par-A-Dice in reaction to some slowdown in the business there.

We're also, as I talked about, launching two new initiatives, one on the marketing side with new marketing tools and new technology that we think will help us, as I said to, kind of gain better insights into our customers, that will help us to operate more efficiently and at the same time this business improvement process, which won't fully kick in until next year, but will also provide us some opportunities to continue to refine our operating structure.

So, look, we've done a great job over the last couple years taking cost out of business, but we're far from done. There continue to be opportunities, I think, to refine the cost structure of this business and they just happen each and every day..

Thanks.

That's helpful, and Josh, just last housekeeping, just regarding the balance sheet, is there potential opportunity to take out the 9% note?.

I think that's obviously something we're looking at, it will be dependent on, kind of, us getting prepared to do that and getting all the necessary regulatory approvals and then the market, obviously, cooperating, but that's something obviously that we think about.

I think, our first step was really to kind of be in a position to refinance Peninsula and then we will go from there if it still makes sense..

Okay. Thank you..

Thanks, Felicia..

And the next question comes from Thomas Allen with Morgan Stanley. Please go ahead..

Hi. As we think about the quarter, you guys made a lot of comments about kind of single properties, but as you think bigger picture. Could you give us some color on kind of performance of rated versus unrated players and budgets versus visits, stuff like that, that would be helpful? Thank you..

We can give you a little color on that, Tom. So from an unrated perspective as you look across the portfolio, you look across kind of the four major operating segments you continue to see growth in unrated play, which I think as we all can appreciate is a good thing.

It was kind of the first part of the business to go away in the recession, and the last part to comeback. So that continues to be a good sign.

With respect to rated play and the database generally, we continue to see, this is kind of a global statement strong performance to the mid-tier and upper tier, the lowest level of the database we see a little bit of weakness, nothing too concerning but there was a little bit of weakness at the lower end of the database.

Visitation, frequency, guest counts vary by market and so there is just too much data there to kind go into property-by-property and market-by-market and some of the markets like the IP, where we have new competition you'll see guest counts down.

If you look at Las Vegas as a whole, once again rated play is good overall guest counts are flat, spend is up a little bit. So I hope that it provides you a little bit of color..

Sure. That's helpful. And then as in general it seems like second quarter regional trends were worse for a lot of companies. I mean, have you seen any pickup in promotional spending as you were kind of trying to chase business more? Thank you..

Not really as I look across the portfolio whether it's in Las Vegas or Downtown or into the regional market. I would kind of describe the promotional environment across the board as just been pretty normal. Nothing exceptionally elevated.

As I always say from week to week somebody may step out and do something for month-to-month, but overall pretty rational promotional environment across the board..

Helpful. Thank you..

Yep..

The next question comes from Steve Wieczynski with Stifel. Please go ahead..

Hi. Good afternoon, guys. So, Josh, I know you've kind of talked before about other assets out there, and I know you guys are still working through Cannery and Aliante and that stuff, but with the assets I know you've said before that the owners still are looking for big multiples, and a lot of times on next year's EBITDA.

So has that changed at all, are you guys kind of out there looking on the landscape, or are people and operators still wanting those big multiples at this point?.

This is Keith, I think, as we – today we are mainly focused on kind of getting to the finish line on these couple of transactions. And so, I don't know that kind of our commentary would be any different than it was a couple of months ago, when we last spoke about it. That's kind of our current focus.

So, I mean, Josh you may have anything – something to add?.

No. I was going to say, I don't think really our view has changed at this point, and the way you described it is accurately a reflection of how we see the world today, Steve..

Okay, thanks. And then, second question real quick just in terms of the acquisition you are in the process of doing with Aliante and Cannery.

As you guys have continued to dig in there and continue to do your work, has anything really changed in terms of when the last time we talked, in terms of your views of the assets, potential, in terms of EBITDA potential, especially at Aliante, that would be the most helpful..

No. This is Keith again. I don't think so, I think, we're as excited today as we were the day we signed them up. I think, the businesses are continuing to perform as we would have expected them to or as we did expect them to when we signed the acquisitions and we started looking at them.

Once again, both of them are participating in the growth of North Las Vegas and the growth of Las Vegas Locals market. They have great management teams. We have had the opportunities to interact and engage with the management teams and we are going to be acquiring some wonderfully talented people that will make the company overall stronger.

So, I think, we're as excited today as we ever have been..

Yeah. I would just add, and I think, ever since we have announced it, I think, their performance has just affirmed our belief in what they were going to be able to do and contribute to our business. And so, I think, it's just been more and more confidence in the decisions we've made to acquire those assets..

Okay.

Can I ask one more quick one? Did you guys say earlier that when you look at July and what you've seen so far or through July that the trends for the most part did improve?.

Yeah, I think, you have to look at it market by market. So in Las Vegas, the commentary was, the July trends looked a lot like April and June, not like May. Once again May in Las Vegas was an anomaly because of some events that weren't in town. As you look at Midwest and South, the July trends are generally good.

Kansas is performing better than we saw in June. So, I think, generally overall we feel that in the Midwest and South and in the Peninsula properties, that the trends for the first four weeks of July are slightly improved over what we saw in June..

Okay, great. Thanks, guys. Thanks for the color..

The next question comes from Shaun Kelley with Bank of America. Please go ahead..

Hi, guys. You've already covered a lot of ground, but I guess just one on the timing of some of the ramp up of the acquisitions for next year. A lot of the purchase and the story behind those depends on the recognition of synergies.

So could you just give us a sense for when throughout 2017 – and ballpark is fine, obviously, we don't – we know you'd probably don't have this down to a science.

But big picture when you would expect to kind of achieve sort of the run rate synergies you laid out at the time of the acquisition announcement?.

Yes, Shaun, I will take a stab at it and then Keith can jump in if he has a little bit more color. I think generally when we acquire or make acquisitions we always try to go in and not mess up what the accomplishments have been, we want to learn from them as well as hopefully have some benefit accrued to the assets that we are acquiring.

I think generally Peninsula has been a pretty good example in terms of being able to maintain their margins and generate enormous amounts of free cash flow with those – with that particular acquisition with that particular set of assets.

When we acquired both the two Cannery assets, we said they'd be about $8 million of synergies and we said they'd be about $8 million similarly associated with Aliante. I think for the first – we'll let the operations guys pace it for us, but I wouldn't expect much in the way of synergies in the first several months.

And then as we get into the second half of owning them for the first year, I think that's where you'll start to see more of the synergies come to benefit.

I think there will be, obviously, synergies that can happen right away, but those will be largely purchasing related initiatives as we try to capture the benefit of being in the umbrella of a bigger company.

But, I think, it will largely be business as usual at least for the initial several months as we try to see what they do better than us and perhaps in some cases we can add value in some of their processes..

I think, Josh makes some important points. We, obviously, acquired a number of assets over the years and so we have a pretty good template and as you look at this over the span of 12 months, clearly it's not symmetrical. And it will be more weighted towards the second six months, for the first six months.

In the first 90 days, I think, you will see very little in the way of synergies as we just want to make sure that we understand what makes these properties successful before we go in and start making changes to them. And so, it's clearly going to be the bulk of it in the second six months.

And I think we're confident that and we've said this before, that we will achieve all the synergies by the 12th month on a run rate basis. So we will be kind of fully acquired all the synergies by the end of the 12 month period. It's probably about as close as a guidance on that topic that we can give you..

No. That's perfect. And then my only other question would be, Keith, in the prepared remarks you mentioned a little bit about the FTC possibly looking into Cannery.

Is there any – I mean, is there any reason to have incremental concern there, do you think this is largely procedural, just any more color you could give us on that?.

I don't know that I have a lot more color. We said, Josh and I said in my prepared remarks, we still expect this to close in the early fourth quarter. They've asked some additional questions or asked some additional information. They haven't highlighted anything in particular that they're concerned about. They just asked for some additional information.

So we just see it as a normal part of the process, no incremental concerns..

Okay. Great. Thank you very much..

And the next question comes from David Katz with Telsey Group. Please go ahead..

Hi, afternoon all..

Hi, Dave..

So, when I look back in the Las Vegas Locals to prior to the downturn, and I recognize lots of things have changed. The EBITDA margin used to get north of 30% or peak north of 30%, around 32%.

And I just wondered, looking at your locals business today, ex the new acquisitions, how much more you really think you have to go? Do you feel as though there is some good opportunity there?.

Yeah. So, David, I will take the first shot at that. I think, when we look at our Las Vegas Locals market, but – and I would extrapolate to our entire portfolio and compare it versus our competitors. I think, we look at our margins as an opportunity to do better.

That's part of what we've been doing over the last 18 months or two years, that's what you have seen in terms of that focus from really all the folks in this company focused on improving how we operate our business.

I think, Keith also mentioned another initiative that we're – we have underway to kind of get to the next stage of improving processes and how we execute on our business. But, I think that whether you're talking about any particular segment, we see opportunities to improve our margins.

Currently, I think the margins in the locals, I think, in the second quarter were around 28%. In there, there are some that are in the 30%, there is going to a span in that mix. It is a portfolio of assets. So, there are some that are in the low 30%s today. And we would be striving to get those higher as well.

So, simplistically, do we think we can improve our margins? Yes, that's why we put – people, people always ask us, you've done a lot how can you keep going? And that was the purpose, quite honestly of the remarks that Keith made earlier today, which is, we feel we're just actually beginning in our track to improve the performance of our assets and our portfolio..

Okay..

Yeah, I think, Josh, (44:17) points. I don't think I have anything else to add. These two new initiatives that we're embarking on will help us to get there, help us to continue to improve them. Do I think we have more than 100 basis point improvement? Absolutely, where we can improve margins by more than another 100 basis points.

I would certainly hope it's more than that, but we have room to continue to grow..

Yeah. And I would say that as we think about our business, it's just a natural progression of continuing to improve. So, these initiatives are just similar to other initiatives that we've had and deployed over the last couple of years. So, it's just more of the same.

We just continue to find and have, at least we believe have opportunities to do better than what we're doing today. I think, what's encouraging is, the company is becoming more and more focused on that goal as well..

Got it. And if I can just sort of follow that up and get your – and I heard all of your opening comments, Keith, about the Las Vegas Valley economy. And, perhaps ironically there was a large article in the New York Times today about real estate values in the Las Vegas Valley and the amount of housing that is still upside down.

How does it feel in terms of sort of what inning you would consider this recovery to be in or was this article just making reference to some sort of bubble related transactions that may have occurred, that may still be around that may not be fixable just by normal growth? How would you characterize where we are in terms of recovery in Las Vegas Locals?.

Well, I think, it is a fairly tough question. We're clearly well-off of the trial – post-recession trial that we hit.

And as you drive around town and as you talk to people and you look at employment and you look at buildings that are going up, you look at commercial real estate, and the amount of growth there and what's available, you look at the sticks going up for new build for just residential housing, its tremendous, and homebuilders are buying land again.

So, look, I don't think we are in the eighth or the ninth inning, and we're clearly past the probably third inning or fourth inning, so if I was a ballplayer I'd say we're probably in the middle innings of the recovery. We're not clearly at the end of it. I can't comment on the article.

But, frankly, I believe very little of what I read in the press these days anyways..

But I do think it doesn't feel like the Las Vegas economy is – it's not robustly growing, but it's not – it's just kind of pacing along it seems and it seems to be , kind of, moving along at a nice pace.

It's not – it doesn't seem to be pulling back, it doesn't seem to be hitting any kind of bubble or peak from the perspective, and there is a lot of very positive economic factors, many of which, Keith mentioned, that provide a pretty strong underlying foundation to what's going on locally currently..

I think the big differences is the nature of the growth prerecession versus now, the nature of the growth pre-restructuring was development and construction driven. Today, it is a much more diversified economy with tremendous number of different businesses.

Growth is coming in different places than simply the casino industry, which is a great thing for the State, so it's just a whole different type of growth..

Understood. Very helpful. I appreciate it. Thank you..

Sure..

The next question is from Chad Beynon with Macquarie. Please go ahead..

Hi, great. Thanks. Good afternoon. With respect to your NOLs post Borgata and more importantly the cash taxes or the outlook on paying cash taxes in the next couple years when you are running with three additional Las Vegas properties.

Josh, could you help us think about where we are with the NOLs and if the cash tax outlook could be dramatically different in the next couple years versus what we're seeing right now? ..

Yeah. I mean, we had sizable NOLs before, and I think, we have sizable ones after. I do not think we'll be a cash tax payer in the next couple of years. Maybe in five years or six years potentially, but – so I don't think our cash tax paying position really changes in the next couple of years..

Okay. Great.

And then historically you've given us CapEx guidance, are you able to do that today for 2016?.

Yeah. It really hasn't changed for 2016, Chad, I think, we tend to spend a little bit less than what we guide toward because it just takes a little bit longer to kind of have all of those builds come in and have them paid.

But generally we've talked about our maintenance capital number for Boyd of about $100 million, Peninsula about $12 million to $15 million. And then we've got Delta Downs of $45 million and the non-gaming amenities are $45 million. So, that gets you to around $200 million.

I would say kind of from a forecasting or estimates perspective I think that number is going to be lower, maybe $180 million to $200 million just because some of Delta Downs got started early and ended up in 2015, about $5 million or $6 million.

And then some of the non-gaming amenities will not be spent this year they're going to flow over into the first half of 2017 as we finish up the last leg of that initiative. My comments earlier, in my prepared remarks were once we get beyond Delta Downs and the non-gaming initiative CapEx program we really don't see anything other than maintenance.

So, I think as we – it will be middle of 2017 kind of before we get there but run rate kind of CapEx will be down to $115 million to $120 million level kind of at that point, because we will just be doing maintenance and maybe a few little things here or there. So, that's where we will get pick-up that incremental amount of free cash flow as well..

Okay. That's helpful. Thank you very much..

Sure..

Our next question comes from Joe Greff with JPMorgan. Please go ahead..

Hey, guys. Just to follow-up on that CapEx related question.

Josh, how much non-gaming amenity related CapEx do you plan for next year?.

It's probably less than $20 million. It will be, our project for this year was $45 million, and I think in reality most of that will be spent. So, I would say $10 million to $20 million kind of max will flow over in the first half of 2017.

And I actually think it will be done before middle of the year, we're just saying first half because we don't have a lot of clarity at this point on some of those projects, in terms of when they'll – how they'll roll out. But, we started this program, it was $100 million program, started late in 2014. We said it would be three years basically.

So 2014, 2015, 2016 and the first half of 2017, so we are standing right on top of what we said in the timeframe, within the timeframe we stated.

I think we've made numerous remarks over time that we're seeing real positive benefits in terms of visitation, cash, more cash business, better profitability within the entities that we've opened and so it's been a very productive type of investment for us. It's brought new customers into the building.

It's reinforced existing customers spend more with us and play more with us. So, I think, we are pleased with that particular initiative. And so far, it's on track and on budget to be done in the timeframe we originally expected..

Great. And then a question just related to your guidance, piecing all the different things together, I am interpreting the back half on a same-store basis for the Locals market to grow EBITDA about 5% in the second half.

Is that consistent with the different pieces that you talked about?.

For the Locals, I think, we have previously provided guidance in the first quarter of about 6.5%. And so, I think, over the year -- for the year that's where we expect it generally to be. Maybe a little better than that, but that's generally the pace. I think. So, I think, you take that into consideration..

Okay. And then, my final question there seems to be a disparity in performance in Louisiana between those Louisiana properties and Peninsula and those in the Midwest and South.

And I mean Delta Downs is not too far from Houston, what's driving the difference there, is it positioning, is it local management or different cost structures, I mean, what's the difference there?.

No. So, out of five properties we have in Louisiana, they all operate in somewhat different markets, and Delta is drawing business mainly out of the Houston market which even with the depressed oil prices still tend to be a pretty good economy. It's very diversified.

Whereas, the two markets we are talking about, Evangeline Downs and Amelia Belle, the bulk of the population there are oil service workers or field workers and with oil prices being depressed now for an extended period of time, the job market and the employment sector has been depressed for a while and we're just seeing the impacts of that.

You don't see it in New Orleans, it's a different worker, you don't see it at Delta Downs coming out of Houston, and you don't see in Shreveport which is drawing out of East Texas. And so I think that's where the disparity comes from.

It's just kind of those two properties draw from a unique market and it doesn't have anything to do with the management teams, doesn't have anything to do with anything else competitive situations or the number of properties they compete with. It really is very localized economic issue..

Thank you..

The next question comes from James Kayler with Bank of America. Please go ahead..

Hi, guys.

How are you doing?.

Good..

Hey, James..

Good. I will keep it brief. Everyone hit most of the balance sheet items.

Just to clarify, you mentioned that you called the PenGam bonds effective today, can we assume that you're just going to use cash on the balance sheet to pay off the PenGam term loan?.

Yes. I think that's generally the plan. You can kind of look at our earnings release. We gave you the cash balance at the end of the second quarter. We've disclosed that we received $589 million of cash from Borgata. You had those two numbers up and it's significantly more than the amount we need to refinance Peninsula well..

Okay. Very good. You mentioned the – expected to be leveraged less than five times at the end of 2017 which is helpful.

Can you just remind us what the long-term target is? Where you kind of want to sort of have mid-cycle leverage and then where you'd be willing to take leverage to do acquisitions?.

Yeah. So, I think, the way we think about is, generally, kind of 4 times to 5 times is what we set our target to be. I think, in reality when we get somewhere in that range, I think, we'll revisit that and make sure that's the right level based on our business and the economy.

It could be that we're comfortable there, it could be that we feel at that point we need leverage to go a little bit lower. But I think we want to generally run the business somewhere in that range, maybe a little bit toward the middle to lower end of the range. But we'll just evaluate it when we get there.

I think, secondly, in terms of where we would go in terms of acquisition that's a little hard to answer just because you never know what the acquisition – you are answering that question without really knowing what the acquisition is. I think for really strategic acquisitions, we would try to stretch a little bit and what does stretch mean.

I think, in this environment maybe six times or whatever. But I think generally, we look at, kind of running the business at kind of that level that I mentioned, kind of ramping up leverage if it's necessary to acquire an asset here or there, and then making sure we have a clear path to get down.

We want the acquisitions to generate free cash flow and be de-leveraging over time. We know that at least initially you don't get the full benefit of EBITDA, so you have to kind of work through that. But we're not talking about running up leverage significantly.

I think ideally it would be, in the fives, and then come right down below the five times shortly after. That's generally how we think about it today.

So really, maybe strategic or something very unique you may go to six times, but it's hard to know what that is or if you would really do that or not until you are presented that opportunity and see how comfortable you are with that particular business and with the synergies.

So, I think just trying to give folks a framework that's what my comments are trying to do. And just kind of provide insight in how we're thinking about leverage..

All right. That's very helpful.

Last one, within your CapEx your slot budget this year, is it up, down or flat?.

It's generally about the same. Plus or minus, a couple of million on either side. It doesn't really move that much..

Very good. Thank you very much, Josh..

Yes, sir..

And we have time for one more questioner. The next questioner is Adam Trivison with Gabelli. Please go ahead..

Hey, guys..

Hi, Adam..

Can you touch on the quarter's RevPAR performance at the Downtown and off-strip (59:30) properties.

And I guess going forward your ability to pick-up incremental occupancy and rate on the cash business there?.

I didn't hear the first part of your question, Adam..

Sorry.

How the RevPAR performance was at Downtown and off-strip (59:48) properties in Las Vegas Locals, and I guess, your ability to continue to pick-up incremental rate in occupancy as rates increase on the strip?.

Yes. You're basically asking how was RevPAR in the Locals and Downtown in the second quarter..

Correct..

Yeah. So, go ahead, Keith..

So, Adam, I think that we do have the ability to continue to drive rates and drive RevPAR higher; I think, that less so in our Downtown properties where, remember the business model Downtown is largely driven by packages out of our – from our Hawaiian customers driven out of the Islands of Hawaii and so there is not a lot of elasticity in that pricing.

We do have some opportunities with some of the rooms on busy weekends to leverage it up, more so in the Locals market.

And I think in prior quarters we have talked about how we've been able to expand pricing and increase average rates, mainly as a result of a better hotel product, because we've remodeled most of our hotel rooms here locally, recently. So, I think, we still have the opportunity to expand that.

I don't have the exact growth rates in front of me for the second quarter, but we do have the ability to continue to expand those..

Okay. Great. Thank you..

This concludes our question-and-answer session. I would like to turn the conference back over to Josh Hirsberg for any closing remarks..

Thank you, Bianca and thank you for everyone who joined the call today and also for the questions. We appreciate it. And if you have any other follow-up, please feel free to give the company a call. Thank you..

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect..