Josh Hirsberg - Boyd Gaming Corp. Keith E. Smith - Boyd Gaming Corp..

Carlo Santarelli - Deutsche Bank Securities, Inc. Felicia Hendrix - Barclays Capital, Inc. Joseph R. Greff - JPMorgan Securities LLC Shaun Clisby Kelley - Bank of America Merrill Lynch David Katz - Telsey Advisory Group LLC Steven Wieczynski - Stifel, Nicolaus & Co., Inc. John DeCree - Union Gaming Research LLC Harry C.

Curtis - Nomura Securities International, Inc..

Welcome to the Boyd Gaming Third 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 conference is being recorded. I would now like to turn the conference over to Josh Hirsberg. Mr. Hirsberg, please go ahead..

Thank you, Gary. Good afternoon, everyone, and welcome to our third quarter earnings conference call. Joining me on the call 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.

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, including, but 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 at boydgaming.com, and will be available for replay on the Investor Relations of our website shortly after the completion of this call.

I'd now like to turn the call over to Keith Smith..

Thanks, Josh, and good afternoon, everyone. Thanks for joining us today. In the third quarter, we continued to make significant progress executing our long-term growth strategy. On September 27, we completed the acquisition of Aliante, further expanding our presence in the Las Vegas Valley, the fastest growing part of our business.

We also completed a major refinancing of our company's debt, simplifying our capital structure and significantly reducing our interest expense. These are important strategic achievements for our company. Together, they position us to further expand our free cash flow and create significant value for our shareholders.

But before I go into more detail on what these transactions will mean for our company in the future, let's begin with a review of our operations in the third quarter. I'll start with our strongest performer, our Las Vegas Locals business, which grew EBITDA by 12% in the third quarter.

This marked the sixth consecutive quarter of EBITDA growth and margin improvement, and it is the fifth quarter out of the last six that EBITDA grew at a double-digit pace. We increased operating margins by 250 basis points year-over-year, as every property in the Las Vegas Local segment delivered year-over-year EBITDA growth and margin improvement.

This performance is the result of our ongoing focus on identifying new efficiencies throughout our business as we continue to make significant and profitable refinements to our operations and marketing programs. These refinements have eliminated less profitable sources of revenue and resulted in meaningful year-over-year EBITDA growth.

However, even with these requirements, our properties have maintained our growing market share. We also benefited from a local economy that continues to strengthen. Visitation to the Las Vegas market continues to grow over last year's record levels, including an impressive 12% increase in convention business.

Citywide room occupancy is running at 90%, up 170 basis points over last year. Taxable sales are at record levels. The local economy has added more than 26,000 jobs over the last 12 months at a growth rate of 3%. Total employment is at an all-time high. Average weekly wages are up.

And more than $10 billion in construction activity is now in the pipeline across the Las Vegas Valley, including a 600,000-square foot expansion at the Las Vegas Convention Center. And much of this construction is already underway. The Southern Nevada economy is strong and the future outlook is bright.

We remain optimistic about the long-term direction of our Las Vegas Locals business, and believe the EBITDA growth trends we have seen over the last six quarters will continue. Growth trends are also continuing throughout the Downtown Las Vegas market as visitation remains strong.

Our Downtown operations are well positioned to benefit from these trends, and delivered solid results in the third quarter, despite construction disruption at the California related to various renovation projects at the property. These projects included a renovation of our hotel rooms that reduced our room count by 14% in September.

This project will be completed by the end of the year. Adjusted EBITDA for the region was in line with prior year results and was just shy of the record third quarter achieved in 2007, just prior to the recession. We believe EBITDA growth will resume in this segment once the renovation work is complete in the first quarter.

Outside of Las Vegas, with a couple of exceptions, our Midwest and South properties generally performed in line with our expectations. And we are focused on improving our performance in the two markets where we continue to deal with the impact of added competition.

In Mississippi, the IP has been contending with the added gaming capacity from a nearby competitor that opened last December. While the IP team is working hard to identify opportunities to mitigate the impact of this new competition, our progress to-date has been below our expectation.

But the IP is a market leading asset with first-in-class amenities, and we are confident we will turn the corner with this property in the coming quarters. Increased capacity also continues to have an impact on the Par-A-Dice in Central Illinois.

There are now more than 4,200 video gaming machines in operation across Par-A-Dice's feeder market, up more than 16% year-over-year. Despite this considerable challenge, the Par-A-Dice team continues to do a good job managing the property's cost structure and successfully improved operating margins for the second straight quarter.

In Louisiana, Evangeline Downs contended with significant flooding throughout its region in August, but the property successfully overcame this challenge delivering solid EBITDA growth in the third quarter. To the west, results of Delta Downs were impacted by the final stages of construction of our new 167-room hotel tower at the property.

That construction work is now complete, setting the stage for future growth at Delta Downs. We opened the first rooms in the new hotel tower on October 21, allowing us to begin work on the renovation of the existing 200 hotel rooms in the property's original hotel tower.

Once this project is complete in December, Delta Downs will feature 370 new or completely renovated hotel rooms, a new steak house, and an expansive outdoor pool and entertainment venue. These new amenities will take the Delta Downs entertainment experience to a new level, and position the property continuous long-term growth trajectory in 2017.

To setting aside challenges at a few properties in our Midwest and South segment, we remain confident of the overall direction of our operations, particularly, our Las Vegas Locals business.

And we are expanding our presence even further in the Southern Nevada market with our recent acquisition of Aliante and our pending acquisition of the Cannery properties. We completed the Aliante acquisition on September 27, giving us our first asset in the Northern part of the Las Vegas Valley.

Aliante is an exceptional property, one that puts us in a great position to capitalize on long-term growth trends across the area. This part of the valley is emerging as an industrial hub with millions of square feet of industrial and warehouse space now under construction throughout the area.

This will inevitably drive further population growth, expanding the potential customer base for Aliante. Over the last two quarters, Aliante has been producing financial results that exceed the original projections we reviewed when we first agreed to acquire this asset.

We remain comfortable with our prior estimates of $8 million in annual run rate synergies at Aliante, and our projection of $30 million in EBITDA during our first full year of ownership in 2017. Separately, our purchase of the Cannery Casinos in North Las Vegas and East Las Vegas is pending regulatory approvals.

We continue to work with the Federal Trade Commission and still expect to close the transaction by the end of the year. Beyond these transactions we continue to invest in our non-gaming amenities initiative, which is driving non-gaming revenue growth throughout the portfolio.

As part of this initiative, we expect to open several new restaurant concepts in the fourth quarter and early next year. But our growth opportunities are certainly not limited to these initiatives. We also see opportunities to generate incremental revenue and EBITDA growth, as well as margin improvement through the implementation of new technologies.

Earlier this year, we commenced a major initiative to modernize our technology and marketing systems. Once the rollout is being 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.

As you saw in our Las Vegas Locals region in the third quarter, this new approach has the potential to generate improved flow through to EBITDA in targeted areas. And as I noted last quarter, we are reviewing opportunities to more effectively leverage our nationwide size and scale, particularly with respect to our back of the house operations.

These will be targeted opportunities to take redundant cost out of the business without compromising the customer experience in any way. Finally, I want to note the solid progress we made in the third quarter strengthening our balance sheet, with the completion of our debt refinancing.

This refinancing allowed us to simplify our balance sheet by consolidating the Peninsula's debt into our capital structure. Going forward, it will also significantly reduce the company's annual interest expense, further enhancing our free cash flow. Our balance sheet continues to strengthen.

Based on our progress to-date, and our growing free cash flow, we remain confident in our ability to reach our long term leverage target of 4 times to 5 times EBITDA within the next 12 months to 14 months. So in conclusion, we continue to make good progress executing our long-term growth strategy.

Our Las Vegas Locals business is delivering strong EBITDA growth, and we are preparing to expand further in this growing market. Excluding challenges in a few markets, our Midwest and South properties are generally performing in line with our expectations.

And we are confident we will be able to improve the performance of the few properties that are not. Through the implementation of new technologies and new efficiencies, we are laying the groundwork for future growth in EBITDA and margins across our operations.

And we continue to strengthen our balance sheet and free cash flow, giving us a strong foundation for growth as we look to 2017 and beyond. Thank you for your time today. I'll now turn the call over to Josh..

Thanks, Keith. During the quarter, we completed a refinancing of a significant portion of our balance sheet, that resulted in the retirement of all of Peninsula's debt, as well as our 9% senior notes due 2020. We also refinanced our existing credit facility that matured in 2018.

This financing extended our maturities while significantly reducing interest expense. To provide context for these savings, our guidance for full year 2016 interest expense is $210 million. And we should be pretty close to that number when we finish out this year.

As a result of this financing, assuming similar levels of debt outstanding, we estimate interest expense for next year will be approximately $165 million. Our quarter-end debt and cash balances were provided to you in our earnings release.

We are on track to achieve our leverage target of 4 times to 5 times EBITDA, and expect to be below 5 times by the end of 2017. During the quarter, we invested $45 million in our properties, including maintenance capital, non-gaming investments, and the Delta Downs hotel project.

By the end of this year, the hotel and amenities expansion at Delta Downs will be completed, and our investment in non-gaming amenities will be finished in the first half of 2017. As you will recall, in August, we completed the disposition of our equity interest in Borgata.

As a result of this transaction, Borgata has reported its discontinued operations. We'll retain the opportunity to receive our share of property tax refunds owed Borgata. Borgata is currently offsetting the amount it is owed against property taxes as they become due. Our 50% share of the tax refunds received to-date has been almost $16 million.

Borgata continues to have positive settlement discussions with both the city and the state regarding the remaining tax refunds. Now, turning to our 2016 EBITDA guidance, we expect full year EBITDA to be in the range of $530 million to $538 million. This guidance incorporates a revised outlook based on third-quarter trends.

For the Midwest and South segment, we expect EBITDA trends in the fourth quarter to be similar to those of Q2 and Q3, below prior year by about 6% or so.

Our guidance also incorporates a fourth quarter EBITDA contribution from Aliante of approximately $5 million, including the contribution from Aliante, for the full year our Las Vegas Locals segment should grow EBITDA by about 11% to 12%.

Finally, given the uncertainty of timing surrounding the Cannery acquisition, we have not included any EBITDA contribution from the Cannery acquisition in our guidance. In conclusion, our Nevada business continues to perform at a high level. Outside of Nevada, we have a few isolated markets where we need to do a better job.

We will focus on improving our performance in these markets, and are confident we will make progress in the coming quarters. We are very pleased with the Aliante acquisition.

We remain confident not only in our ability to deliver the synergies we have previously outlined, but also the long-term growth opportunity this acquisition represents for our company. And finally, our ability to generate free cash flow is improving. Over the last two years, our operations have significantly improved.

And our outlook for our business remains positive. The recent refinancing set the stage for further reductions in interest expense. And our capital expenditure programs are slowing with a foreseeable completion of our investments in Delta Downs and our non-gaming amenities initiative.

As we consider, how best to deploy our enhanced free cash flow, we will take a balanced approach. Balancing our focus on de-leveraging, growing opportunistically, and returning value to shareholders. As always, we approach capital allocation with the objective of maximizing long-term value for all shareholders.

With that operator, that concludes our remarks, and we're now ready to take any questions..

Our first question comes from Carlo Santarelli with Deutsche Bank. Please go ahead..

Hey, Josh and Keith. And Josh, thanks for the color on the guidance. Just to kind a better understand, if you bridge the gap between the midpoint of your old guidance and the midpoint of your new guidance, I believe it's about $11 million.

Is it fair to assume that Cannery is roughly $5 million of that or ballpark?.

Yeah, Carlo. We had originally said that Cannery and Aliante together will contribute kind of $10 million to $12 million. So wherever you would have assumed in that range, about half of it would come from Cannery and about half would come from Aliante..

Great. And then, if you look out, and obviously with Locals' growth in the quarter on the top line being kind of sub-1-ish, you guys were able to grow EBITDA obviously fairly nicely.

As you look forward and we look out to 2017, how much more room is there, not just in Locals but maybe even more specifically in the Midwest and South region is there to curb costs? And then, kind of, on top of that, could you maybe quantify what the impact in the Midwest and South was from the flooding and construction, which maybe helps us get a little bit of a better sense of kind of what 3Q would have looked like from a cost perspective ex those things?.

Carlo, this is Keith. So when you're looking at the Las Vegas Locals region, I think, whether you look at kind of nine months or 12 months, you've seen a growth rate in the 3% range, and you've seen kin of our market share and our growth, gaming revenue growth in that same range.

And so it was a little less in Q3, but when you look over the last nine or 12 months, it's closer to 3% than the substantial-1%. And I think we still feel good about the growth in the locals market.

Given the last five or six quarters, and given the dynamics in the Locals' market, once again, whether you're looking at taxable sales or population or job growth, employment, I mean, all the statistics remain as strong as they've ever been. And so I think, we still feel very good, absent maybe a little bit of a slowdown this quarter.

I think our growth this quarter, if you look at the last three months, it's closer to 2%. And so once again, we're feeling good about the market. I think when you look at the Midwest and South market overall, I don't think you can paint a brush or take a one view of all those markets are all acting somewhat differently.

We see good growth in some of our markets, and actually some shrinkage in some of our markets, And so I don't think it's consistent. I couldn't apply kind of one number out there..

Okay. Great..

Yeah.

You got a final question?.

Yeah.

I was just kind of – if you guys could maybe try and put some parameters around in terms of flood impact as well as the construction impact to EBITDA in the 3Q, any sense of what that could have been?.

Carlo, I think we estimated the flood and maybe the construction destruction together, when we looked at those two properties in terms of how they were impacted, we'd say they're probably $1.5 million to $2 million..

In total between the two?.

Yes, exactly..

Great. Thanks a lot guys..

Yeah, the only other thing I want to emphasize about the Las Vegas revenue growth, a lot of that had to do with decisions that we made in terms of how we're going to market and who we're going to market to. I don't think it's necessarily representative of the overall growth in the marketplace.

And so I think you – I wouldn't take kind of our revenue growth and extrapolate it to something that's going on in the market. We made a conscious decision to kind of change strategy on how we we're running that business for the third quarter..

Yes. For sure, understood. Thank you, Josh..

Yes Sir..

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

Hi. Thanks. Josh, so can we just stay on that point for a second and Keith also? So if we step back, you guys kind of listed out a lot of really positive things that are going on in the Las Vegas Locals market, and how you're positively positioned.

It sounds like you made some marketing decisions in the third quarter that didn't pan out the way that you expected.

Is that the full reason for perhaps the slower than expected revenue results in the quarter?.

So couple of comments, Felicia. First of all, the marketing changes we made actually panned out exactly like we expected. And the direction of those programs was to not invest in some less profitable customers, and therefore just take a different direction.

It actually worked out just the way we thought it would, which is that it muted our overall revenue growth. In the quarter our revenue growth was still close to 1.5% or 2%, which exceeded the market overall for the quarter. And so we did a very good job even though, once again we implemented a strategy to not invest in some less profitable customers.

So it's actually working. And as part of a strategy we've been working on all year, it's not exactly new for the third quarter..

Okay. So it sounds like just by getting more profitable customers in that benefits your EBITDA you're not kind of paying for – throwing good money at bad (22:05) on the top line.

And one thing I just wanted to understand was, when you were saying that the top revenue in the Las Vegas Locals market was up about 1% or 2%, but based on the numbers that you reported it looks flat. So I'm just wondering if we're looking at something different..

Once gaming revenue versus reported (22:27)..

(22:27) gaming revenue. Okay. Got you. So let's move on from that, and just kind of looking very big picture Keith again, just taking all your prepared remarks, Las Vegas Locals market growth to continue, Downtown we have some construction disruption, Midwest and South we should be anniversarying the competition soon.

You had some flooding, that's over, Delta Downs you're going to complete the hotel, maybe some of that is offset by continued competition from the VLTs in Illinois.

But if you kind of wrap that all up and then you look at 2017 and then you also think about Aliante and Cannery, it seems like 2017 should be better for the company than the past several quarters would imply.

Is that fair?.

First of all, thank you for that good summary..

That's the CliffsNotes version. We'll have to publish that..

Next time, I'll call ahead and you can give that to me, and it will keep the call short. But thank you for that. Look, I think, we would expect 2017 to continue the trends. I mean, we feel good about the locals business. As I said in my prepared remarks, we expect those trends to continue.

With the addition of the Delta hotel and anniversarying the competition at IP specifically, we expect better results there. The VLTs or VGTs in Illinois are just going to continue. I don't know when we'll find a bottom to that particular problem.

And hopefully there, knock on wood, won't be continued flooding or more flooding in Louisiana next year, although that's always hard to predict. So overall, do we expect a year in 2017, as we look out, that would be better than 2016? Sure..

Yeah..

And I would add one little concept to that, Felicia. And that is, when we look across the business whether you're looking at Las Vegas Locals or the markets outside of Las Vegas, there is nothing fundamentally wrong with the business.

We're dealing with isolated issues, whether it'd be competition or the expansion of VGTs or construction disruption, you can all kind of put your hands around it. And I think that's what we feel generally comfortable about when we look across the portfolio..

Thank you. Because the reason why I'm asking this is, I'm just wondering if you can reconcile that with the perception that the consumer may be weakening particularly in the regional gaming markets, because that's kind of what keeps showing up in the numbers..

Yeah. I would say, that's not the way we feel about our business. And that's why we went to the extreme of trying to explain where we are seeing issues, and then the primary issues which are the competition down at IP, the VGTs in Illinois, the flooding and the construction disruption in Southern Louisiana. Those things shall come to pass.

And when they do, we wouldn't expect the customer or the performance to be any different than the way it was before in reality..

Yeah. Felicia, one of the ways, I think, we measure a part of that is the level of unrated play that we see in our business. And we all know that, that was the first business that went away in the beginning of the recession. It's the most sensitive business to us.

And we've seen good growth there over the last several quarters kind of across the portfolio, whether it's here in Las Vegas or whether it's across the Midwest. We continue to see growth in Q3 on unrated play, and so that gives us confidence that the business is solid.

As Josh said, the economics or the environment in the markets we operate in are solid. There aren't any significant....

When you start (26:11) seeing any change in that....

Significant (26:12) change in those markets..

And how the consumer is performing..

(26:17) the consumer is getting stronger. I'm not saying consumer is getting stronger by any means, just saying we're not seeing a significant fall off, and we just don't see the event that's going to cause that right now. It doesn't mean it can't happen..

All right. Thanks for that..

Sure..

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

Hello everybody. Just ask one final question on Las Vegas Locals market, and I think we all understand what you're saying about the marketing changes in the Q3 relative to the year ago third quarter, in terms of eliminating no margin, low margin revenue growth.

And just for us, I guess, to better understand on a go-forward basis, how to think about your reported net revenues to EBITDA, is there a way to quantify your changes in marketing and what that revenue impact in terms of what you're doing now and what you did a year ago, what that impact was in the third quarter, recognizing that we're valuing on EBITDA, and from an EBITDA-line perspective it's great, but if you could help us understand that, I think that would be helpful..

Joe, this is Keith. There is really no easy way to start to parse that out in what is the natural rate of growth in the business versus what the decline is from changing reinvestments or altering marketing programs.

(27:48) very dynamic business, because I think, you understand and everybody understands, you're making changes daily and weekly and monthly. So it is difficult to parse it all out. So I don't think we'll be able to provide you any sort of insight into that..

And in the third quarter, I'm presuming the contribution from Aliante from an EBITDA perspective, it was something very small, like less than $0.5 million, and from a revenue perspective, I mean, if you could help quantify that..

Yeah. We would have called it out if it was anywhere near those numbers. It was really small in the third quarter..

Great. And then Josh $45 million of CapEx in the quarter was a little bit below what we were projecting. Can you give us what you're anticipating in the 4Q and what your CapEx would be for next year, if anything has been pushed out from 2016 into 2017, if you could help clarify that..

Sure. So when we started the year off we talked about kind of maintenance running around $115 million, and then we talked about the Delta Downs project been about $45 million and non-gaming amenities been about $45 million, so around $200 million.

I think where we sit today we generally know that about $20 million to $30 million of that spend is going to flow over into 2017, and so that puts you around probably $170 million for this year. And I think that would imply something around another $40 million to $50 million in Q4 if we were able to kind of hit that pace.

Typically, we don't spend at the levels that we have generally budgeted, but I'd say, for now that's the best we could give you. I think we haven't set any new budgets for 2017. That's the process we're going through now.

So I can't give you an idea of what the CapEx program looks like for 2017, beyond just knowing about $20 million or $30 million away (29:27) from 2016 into 2017..

Got it.

So you're looking at something around $140 million-plus maybe a little bit of CapEx for Cannery or for Aliante, I mean, then there is nothing really at Cannery?.

Yes. I think, I'd say for 2016 the number is more like $170 million or so. So that's – we're at about $120 million year-to-date, and we will spend $40 million to $50 million in Q4 most likely if we're able to meet that, if not, it'd be a little bit less.

And then I think, what we've identified as general run rate maintenance capital is $125 million-plus or minus a little bit here or there. So you can use that as a base for 2017, if you want, until we get through our budgeting process..

Good enough. Thanks..

Joe, just a follow up to your question on revenues, and I think one of the things you don't see when you look at Las Vegas Locals revenue for the quarter, there was a decline in non-gaming revenue in our business, and that was a function of two things; one, it was the outsourcing of a restaurant to a third-party so we no longer record the revenue of that outlet, but it was also timing with a rotation of a significant piece of convention business at the Orleans that we had last year, that we didn't have this year, and we coming back in the future.

And so those two events actually caused a decline in non-gaming revenues, which is impacting kind of the overall revenue number when you look at the chart in the table. So keep that in mind as you're looking at what looks like flattish revenue growth in the LVL..

Thank you..

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

Hey, guys. I promise, no questions on LV Locals revenue. You guys have covered most of the ground, so just a couple of kind of specific things. So first of all, Josh, on the Cannery kind of thing you mentioned an FTC approval there.

Is there anything beyond procedural, and just taking a little longer than you'd expect, or is there a possibility that there is actually a challenge here?.

We don't know. We're working with the FTC. They provided us – asked for a second request for information. I guess, the term (32:17) there was a second request we provided them that documentation. We've continued to provide them documentation and work with them to answer their questions.

And at this point, we're just continuing to work through the process, and as I said in my prepared remarks, we still expect to close at the end of the year. If there was an issue I couldn't tell you what it is..

Okay. That's great.

And does it relate to a specific sub-market, or is it just all you know is the acquisition?.

Yes, all we're really aware of and once again we provided a tremendous amount of data to them, and we're just waiting for them to work through their process..

Perfect. Thanks for that, Keith. And then my other question would just be, Josh, you referred to the tax benefits that you're starting to see, that kind of the residual from the Borgata transaction.

Can you just remind us of, I guess, in light of what's been received so far, kind of, how much remains out there that you could potentially collect if you were, I guess able to – if the whole thing were able to be settled or materialize in your favor?.

So Shaun, I think the city put out a plan that had a number of about $100 million or so in it, and I think that's probably a general starting place for us. Our estimate is obviously, higher than that, and that's about all I know at this point. I know we've received about $16 million to-date, and very little color beyond that at this point..

And Josh, the $100 million is the total for the property so you get half, or is the $100 million just for you?.

That's for the total property. We will get half, and that's what the city has proposed as part of their plan..

The actual amount owed, Shaun, is greater than that. I think the actual amount owed on base value is today after netting off the payments is, Josh, about $150 million is what is actually owed. How much we actually collect, we're still in negotiations, or still in conversation, I should say..

Sure. Just kind of seeing what comes through. Okay. No, it's just helpful to think about as a possible opportunity. And then last question for me was just on NOLs. Josh, there's like a deferred tax asset change which I assume is something you guys can use to offset taxes in the future.

Can you just remind us of just generally speaking your NOL balance at this point?.

The NOL balance is actually not related to that. It's approximately $500 million to $600 million. I haven't checked on it recently. It went down pretty substantially as a result of the Borgata sale, but we still have probably five years or six years worth of NOL protection before we become a taxpayer, the cash taxpayer..

Okay. Great. And so the deferred tax thing was unrelated..

Yes. The deferred tax thing had to do with the fact that, for a while we had negative pre-tax income, and so it wasn't likely (35:30) that we were going to be able to utilize the benefit of those of our tax position, and that obviously has started to change with our performance and some of the other things we've been doing..

Okay. Understood. Thank you very much..

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

Hi, good afternoon. I'm not going to necessarily fulfill Shaun's promise to not ask about Las Vegas Locals' revenue. But I do want to ask it a different way and just go back to some of Keith's commentary about the marketing programs. It sounds as though these are programs that are ongoing, that were really pursued differently in the quarter.

I'm not sure I'm clear on sort of what the change was, or what the surprise was in the quarter, or if it did actually lead to a surprise in the quarter for the Locals' business..

I don't think (36:41) there was a surprise to us. This was part of the well-prepared, well thought out marketing strategies. We go through the planning process and we look at our business on a continual basis.

Just taking another look, figuring out how to drive incremental EBITDA, and we decided to take a look at a certain – how we reinvest in certain customers and decide to focus more on high-value customers, and maybe a little less on less profitable customers. It was a very premeditated strategy, if you will, and it works. So it really wasn't a surprise.

I think the reason to even talk about it was to help explain what looks like flattish revenue in the Locals' market where we actually once again saw some growth in the market, and it's just hidden or muted by the implementation of this marketing strategy..

The other thing I would add David is, I think – and we have difficulty kind of quantifying this, but kind of our expectation would be, had the market not been growing, and strong as we currently believe it is, we think revenues would have actually been down as a result of the changes in marketing that we did.

And I would say, that probably our expectation for the next couple of quarters at least is that we will continue to kind of have more muted revenue growth as we continue to execute on this aspect of our business. At some point, we will get to the level where we're comfortable that it now starts to grow again..

Right. Okay. That's really helpful to not get carried away in the next few quarters. But I did want to also just follow that up. You made a comment about a piece of business with Orleans that was significant in the quarter.

Are there any other sort of rotational or comp issues we should be considering as we model the next few quarters out in the Locals' market?.

Not that I can think of sitting here today. That one was significant, and there's nothing that I have on my list today that I could answer..

Okay. Thanks very much. I appreciate it..

Thanks David (38:52)..

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

Hey, good afternoon, guys. So Keith, I think you talked about in your prepared remarks Aliante, I know you've only owned it at this point for about a month or so, but it's actually surprise to the upside.

Can you maybe help us think about what has driven that upside, is that more on the gaming side of things, or more on the non-gaming side of things, and also I would assume at this point B Connected has not been linked up there yet, and maybe when do you guys expect to have that in?.

Right. So starting with that, starting with B Connected, it is not linked up yet. It is an important part kind of not just our marketing strategy but in terms of how we will grow the business. We see a lot of cross-market or cross-property play, and we would expect first half of next year that we would expect that to be up.

In terms of the property itself and its recent performance, even leading up to our actual purchase of it in late September, they had seen improving results, and it's a function of growing market, it's a function of a quality asset we're seeing on both a gaming and the non-gaming side of the business.

But it's just – the market out there is growing, the population is growing, and it's one of the reasons we were extremely interested in the asset. And one of the reasons we were willing to pay what we paid for it is because we think there's great growth potential, and it's kind of panning out exactly the way we thought it would at this point..

Okay. Got you. And then second question going to (40:26) real quick. We've actually heard from other competitors as well just say how brutal that market really is from not only from a competitive perspective, but also a promotional perspective.

I just wanted to get a sense of, have you guys been pretty promotional or have you been sitting back at this point and letting your competitors go down that road? And then maybe also help us think about what are some of your options that you can do to offset some of the weakness that you're seeing down there..

Sure. So I think it has been a tough market. When you read the headline numbers that come out and it says, Gulf Coast revenues are up, when you actually look at the data and you strip out the Scarlet Pearl, the new competitor, you actually see a decline in the overall market.

The overall market is shrinking, and so we're all fighting for a piece of the smaller pie. I think the market is very promotional, but it's always been very promotional. So I'm not sure that it is more elevated today or significantly more elevated today than it has been. But it is a very, very promotional market.

And I think, have we been – we had an elevated spend level (41:31) our spend level has probably been about where it's been over the last year. We did increase it shortly after the opening of Scarlet Pearl, and then have pullback subsequent to that. So if you look at Q3 I would not say it was terribly elevated.

In terms of how we refine the business, I think it will be across the board. I think there are opportunities to pullback maybe on some marketing dollars. There are some opportunities to refine the payroll side of the business, and just kind of look across the entire business for ways to save money. It's in process.

We continue to make progress, just not enough to kind of overcome what's the tough market..

Okay. Great. Thanks guys. I appreciate the color..

The next question comes from John DeCree with Union Gaming. Please go ahead..

Good afternoon guys. Thanks for the question. Just wanted to kind of shift gears maybe to the rest of the U.S. outside of Las Vegas, and there's obviously been a lot of strides made in Las Vegas in getting operating leverage, a lot of EBITDA growth with little revenue growth.

And I'm wondering, when we look at 2017 and some of these kind of one time or quarantined events in regional markets start to stabilize, all the initiatives you guys have mentioned on technology and back of house across the portfolio, how do you feel about picking up operating leverage in the regional markets, the Midwest and South, is that a large opportunity, or do we really need to see some revenue growth to kind of get that operating leverage, any comments you have on there, any color, would be helpful..

Sure. So if you look at the properties, the regional properties in the Midwest and South, part of our portfolio kind of everything outside Nevada, we do believe there is continued room for margin growth. We don't look at it quarter-to-quarter, we look at it on a longer-term basis.

I think we've made great progress in the last couple of years, probably improving margins couple of hundred basis points. And I think as we look over the next couple of years that we would be comfortable saying, we can continue to improve margins to the tune of another 200 basis points or better in those properties.

And it isn't tomorrow, it isn't next quarter, it isn't the first quarter of 2017, but it is over the next couple of years with sustained focus and effort, and we can do that with flattish revenues, limited revenue growth. We don't need to see tremendous revenue growth to do that.

I think if we see revenue growth in higher than low single-digits we'll see much higher margins. But without that, I still think we can look at another 200 basis points in the next couple of years..

Great. Thanks for that. And I guess, just a build offs for last question, taking that from Biloxi to the rest of the U.S.

on a promotional environment, does everything still feel relatively rational to you guys, or has there been any change in the promotional environment more broadly speaking?.

No. As I always say, look from week-to-week or month-to-month, it always ebbs and flows, but when you sit back and look at it as a whole, I would not say that anyone of our markets has gotten overly promotional or to a point where it's irrational what the operators are doing. So I think generally it's fine..

Great. Thanks for all the color guys..

And we have time for just one more question, and that question comes from Harry Curtis with Nomura. Please go ahead..

Hi, guys. I only had one question, which is, if you could discuss the overall revenue trends in the Locals' market, it has been decelerating somewhat from this first quarter, to the second quarter, to the third quarter, overall. July and September were both down.

What are your thoughts behind that?.

So I think, as we look at the Locals' market, as we kind of add it up, if you look back over the last 12 months, over last year, the market was growing in the 2.5% range and actually accelerated after that because if you look at nine months it's closer to a 3% growth rate.

And so now, clearly over the last three months as we look at the local markets, it's about a 1% a little less than 1% growth rate, so it did slow in the last quarter, the summer quarter. We're a bigger fan of looking at it over a longer period of time because of the way the numbers get reported over a two-month or three-month period.

The numbers can be a little suspect. It also could be because of the summer time, which is the slowest quarter here in Las Vegas, just given the way the business runs. So it has slowed during the last three months. I don't attribute to anything in particular except the summer is always slow..

I guess, what I'm trying to get my arms around is, you've got a record employment base, the construction and the pipeline is what it was 12 years ago, but it's still pretty decent. Visitation growth is good.

And it seems to all be lining up for growth that is better than that, and have you seen this in the past where you have seen these dips but with the strength in the overall economy ticking up like it has that it's just a matter of time before we begin to see better top line growth for Locals' revenues overall?.

Well, once again, I think we're looking at it at a little longer-term basis, and looking back nine-months and seeing a 3% growth in the overall market which takes some of the fluctuations out based on the way numbers are reported, that feels about right, and I'm not overreacting to kind of sub-1% or 1%-ish revenue growth in the last three months.

We will wait and see what the next quarter still brings. That could flip in October simply because the month of September ended on a Friday, and the way the accounting is done it could – October could be, as reported by the Nevada gaming regulator is much larger number. So we'll just wait and see.

I'm not overly panicked by kind of the 1% revenue growth in the last three months. I am encouraged by the kind of 3% revenue growth in the last nine months or the 2.5% over the last 12 months, and that feels right to me. And I'd expect that to continue..

(48:17)..

Yeah. I was just going to add Harry, I think that kind of 2.5% to 3% growth that we've seen over the last nine months to 12 month, as Keith was alluding to, feels more like the run rate of the market, and what we're seeing in our underlying trends of our business in terms of how consumers are participating in what we offer in our casinos.

So we don't see something that suggests – that this is a slowdown or change in trajectory in reality..

Okay. That's what I thought, I guess, time will tell. I appreciate it. Thank you..

Yes. Sure..

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

Thanks, Gary and thanks to everybody participating today. If you have any other questions, feel free to reach out to the company and we'll try to be as helpful as we can. Thank you very much..

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