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

Carlo Santarelli - Deutsche Bank Securities, Inc. Joseph R. Greff - JPMorgan Securities LLC David Katz - Jefferies LLC Shaun C. Kelley - Bank of America Merrill Lynch Harry C. Curtis - Nomura Instinet Thomas G. Allen - Morgan Stanley & Co. LLC Steven Moyer Wieczynski - Stifel, Nicolaus & Co., Inc. Kelvin Wong - Barclays Capital, Inc.

Chad Beynon - Macquarie Capital (USA), Inc..

Good day and welcome to the Boyd Gaming third quarter 2018 earnings results conference call. All participants will be in a 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, Nicole. 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 and our comments are as of today's date, 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 those disclosed in our 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 on the Investor Relations 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 in 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 Smith.

Keith?.

Thanks, Josh, and good afternoon, everyone. In the three months since our last call, we've made significant progress positioning our company for future growth. Last week, we completed the acquisition of our four newest properties, Ameristar St. Charles, Ameristar Kansas City, Belterra Resort, and Belterra Park.

These additions came less than 30 days after we acquired Valley Forge Casino Resort near Philadelphia. Together, these transactions have expanded our reach into three new states and four major metro areas, while increasing our free cash flow potential by $60 million.

With 29 properties across 10 states, we have further cemented Boyd Gaming's position as one of the nation's largest and most diversified gaming entertainment companies.

We also forged a new partnership with FanDuel Group during the quarter that will allow us to take advantage of emerging growth opportunity in sports wagering and interactive gaming across the country. And we launched our redesigned player loyalty program B Connected, significantly enhancing its competitive appeal to our core customer base.

We accomplished all of this while maintaining our focus on driving sustained improvement throughout our operations.

During the quarter, we delivered continued same-store EBITDA growth and margin improvement across the portfolio, thanks largely to our ongoing initiative to drive profitable revenues through more efficient marketing programs and operational refinements.

In our Las Vegas Locals business, this initiative helped produce an EBITDA gain of nearly 7% marking our 14th consecutive quarter of EBITDA growth in this segment. As we have noted before, our strategic focus on maximizing profitable revenues is having an impact on overall revenues in the segment.

A good example of this focus on driving profitable revenues and achieving greater efficiencies is the Eastside Cannery. Since we acquired Eastside in 2016, we've been operating this property as a single entity with Sam's Town Las Vegas, taking full advantage of our efficiencies of scale.

And over the last two years, combined revenues at these two properties are down 10%, while combined EBITDA is up more than 40%. Their combined margins have increased more than 700 basis points over this period, and EBITDA has grown for seven consecutive quarters.

Sam's Town and Eastside Cannery are just one example of how this initiative is delivering strong returns across the Locals portfolio. In all, our ongoing refinements resulted in margin improvement of nearly 200 basis points in the Locals segment during the third quarter.

We have steadily improved segment margins for six consecutive years now, improving LTM margins by 900 basis points since 2012. And while much has been made of recent operating trends on the Strip, the broader Southern Nevada economy remains strong and vibrant, and our local customers are the beneficiaries.

Over the last 12 months, total employment in Southern Nevada has increased nearly 4%, twice the national growth rate. Las Vegas Valley continues to see job growth in nearly every sector of the economy. As employment continues to increase, so have wages.

Over the trailing 12 months average wages were up nearly 4% in Southern Nevada, outpacing the national average. This wage growth is driving strong gains in consumer spending, through July taxable sales were up 4.6% over the trailing 12 months, an indicator of solid growth in discretionary spending throughout the Las Vegas Valley.

Positive trends are continuing in Downtown Las Vegas as well. Our three Downtown properties continued to deliver strong EBITDA and margin performances despite higher fuel costs at our Hawaiian charter service and ongoing construction disruption from resort and freeway projects in the downtown area.

During the quarter, Fremont set new third quarter record for revenues, EBITDA and margins as the property benefits from the steady increases in pedestrian traffic in the downtown area.

And over to California, EBITDA for the quarter grew more than 10%, our recent renovations at this property are driving strong growth in visitation both from our Hawaiian customers and downtown visitors in general. In all, segment EBITDA was up more than 5% year-over-year before adjusting for a $900,000 cost increase on our charter service.

Overall Downtown Las Vegas has emerged as a vibrant market, long-term reinvestments and revitalization efforts are drawing more visitors than ever as new customers come downtown to experience the authenticity and value of Downtown Las Vegas.

Our three properties will continue to benefit from downtown's reemergence is a must-see destination and we'll remain optimistic about our long-term prospects in this market. Moving outside of Nevada, broad-based growth and positive trends continued throughout our regional operations.

Much like Nevada, we are delivering stronger results in our regional operations through new marketing and operational efficiencies and benefiting from widespread economic strength. EBITDA for the Midwest and South segment was up 8.5% during the quarter.

This includes $3.5 million in contributions from two recently acquired assets Valley Forge and Lattner Entertainment. On the same-store basis, both revenue and EBITDA grew with continued margin improvements throughout the Midwest and South segment.

We produced strong results along the Mississippi and Louisiana Gulf Coast with the EBITDA growth at Delta Downs, Treasure Chest, IP, Evangeline Downs and Amelia Belle. To the North, the Blue Chip team continues to do a great job in the phase of new competition in South Bend.

Through marketing refinements and operational improvements, Blue Chip was again able to minimize its EBITDA shortfall and continues to perform ahead of our earlier projections. We also saw EBITDA growth and margin improvement at our two Iowa properties, which are benefiting from a strong regional economy.

Across the country, our operating teams remain focused on driving profitable revenues and EBITDA growth through refined marketing and efficient operations, and they are succeeding. The company-wide operating margins have reached their highest third quarter levels since 2005.

Looking ahead, we will work to achieve similar results at our newest properties, as we begin the process of integrating these assets into our company and leveraging our size, scale and infrastructure to drive incremental growth.

With our two recent acquisitions, we have gained a strong presence in four of the top 30 MSAs in the country; Kansas City, St. Louis, Cincinnati and Philadelphia, gaining access to millions of potential new customers and the opportunity to drive new visitation towards destination properties in Las Vegas, the Midwest and the Gulf Coast.

Beyond these acquisitions, we also continue to make good progress on other growth initiatives, including our agreement to develop and manage a resort on behalf of the Wilton Rancheria tribe near Sacramento, California.

We are working closely with the tribe to finalize the scope and design of this project and plan to secure financing and begin construction next year. Our location is ideally positioned to serve both the Sacramento and San Francisco Bay markets, making this project a significant opportunity for the tribe as well as our company.

In addition to expanding our geographic presence, we also continued to diversify our gaming product, expanding our appeal to a broader group of customers. A good example is the emerging national opportunity in sports betting and the partnerships we have put into place to help us make the most of this opportunity.

In August, we joined forces with FanDuel Group, a global leader in digital sports betting, with a proven record of innovation and entertainment. For years, the FanDuel brand has been a consistent advertising presence on televised sporting events across the country.

Our new partnership will allow us to combine Boyd Gaming's 40 years of sports betting experience with FanDuel's considerable brand equity, providing us a significant competitive advantage as we introduced sports wagering in new markets.

And through our recent market access agreement with MGM Resorts, we will have the opportunity to offer sports betting in five additional states, Maryland, Massachusetts, Michigan and New Jersey and New York, subject to the approval of legislation and regulation in these states.

In all, we have potential access to 15 states across the country representing more than 36% of the U.S. population. Our expansion into this new business has just begun. In August, we opened sports books at the IP and Sam's Town Tunica in Mississippi.

And in Pennsylvania, we are now working with FanDuel to introduce both on-premise and mobile sports betting at Valley Forge sometime next year. We expect more opportunities will emerge over the next several years as additional states move forward with the legalization and regulation of sports wagering.

This is a unique moment in our industry, a chance to use an attractive new amenity to expand our appeal to new customers and drive incremental visitation to our properties across the country.

And as online and mobile sports betting expand across the country, we believe it will provide additional opportunities for growth in other forms of interactive gaming. As this digital evolution of our industry continues, we will be in an excellent position to capitalize on it.

Our partnership with FanDuel provides Boyd Gaming with more than a brand, and also gives us access to the substantial interactive gaming experience and infrastructure of Paddy Power Betfair, one of the world's largest online gaming operators.

Through this partnership, we will be able to quickly activate new interactive gaming offerings across the country, starting in Pennsylvania, where we have already applied for an interactive gaming license.

And while we will actively explore opportunities to offer new forms of gaming, we will also continue to make strategic targeted investments to expand and enhance our existing properties in key growth markets. We will also continue to look for opportunities to improve our core operations.

An example of this is the recent relaunch of our player loyalty program, B Connected. In August, we relaunched this program with significantly enhanced benefits designed to strengthen its appeal to our core customers and to drive greater loyalty to our brand across the country.

And starting early next year, we will begin expanding B Connected to every property in our nationwide portfolio, including our five new acquisitions. We will also look to integrate B Connected with our new gaming products, including sports betting and interactive gaming.

As the expansion and evolution of our company continues, B Connected will become an increasingly valuable asset to us. We will keep adding new customers to our database and gain new opportunities to leverage this expanded database to drive increased visitation by our customers across our nationwide portfolio.

So in conclusion, the last several months have been an eventful and successful time for our company. We continued to deliver strong and sustained improvement in our core operations.

We expanded our size, scale, and geographic reach through the acquisition of five new properties, and we struck new partnerships with industry leaders that will help ensure that Boyd Gaming remains on the cutting edge of our industry and well-positioned to appeal to a growing range of customers as the evolution of gaming continues.

In all, we continue to successfully execute a well-balanced strategic plan to create long-term value for our shareholders, and I remain confident in our future prospects.

Thank you for your time this afternoon, and now I would like to turn the call over to Josh, Josh?.

Thanks. Keith. The third quarter marked another successful quarter for our company, as we continue to perform at a high level, generating strong and growing free cash flow. And we are focused on putting this free cash flow to work by strengthening our balance sheet while pursuing a thoughtful approach to growth and capital allocation.

I will start by taking a few minutes to highlight key financial information from the quarter. We paid our quarterly dividend of $0.06 per share on July 15 and repurchased approximately 415,000 shares of stock during the quarter at an average price of $35.03.

Through the end of the third quarter, we have repurchased year to date approximately 1.3 million shares at an average price of $35.18. We have approximately $15 million remaining under our current share repurchase authorization.

Inclusive of the quarterly dividend we paid in October, we have returned almost $70 million year to date to shareholders in the forms of dividends and share repurchases. We had 112 million shares outstanding at September 30.

In terms of the income statement, our corporate expense was higher during the quarter, primarily due to new charitable contribution commitments we initiated during the third quarter.

Pre-opening expense in the quarter reflected the rollout of our new player loyalty card program, Wilton development costs, and acquisition expenses related to Pinnacle and Valley Forge. Third quarter interest expense reflected the first full quarter that our $700 million, 6% senior notes were outstanding.

Proceeds from this bond offering as well as borrowings under our credit facility were used to fund the Valley Forge and Pinnacle acquisitions. Leverage at the end of the quarter was approximately 5.1 times EBITDA. By year end, we expect leverage to remain at approximately these same levels, including the acquisition of the Pinnacle assets.

On a lease-adjusted basis, this translates into leverage of approximately 5.6 times EBTIDAR. After funding the Pinnacle acquisition, our availability under our credit facilities was approximately $580 million. We expect to achieve our target leverage if between 4 times and 5 times EBITDA on a traditional basis by early next year.

We provided our quarter end debt and cash balances in our earnings release. Capital expenditures during the quarter were approximately $43 million. Year to date, capital expenditures totaled $108 million.

Moving now to annual guidance, as noted in our release, we now expect full year EBITDAR after corporate expense and before master lease rent expense to be in the range of $660 million to $675 million.

This projection confirms the annual guidance we provided during our second quarter earnings call and incorporates the anticipated partial year contributions from the acquisitions of Valley Forge and the four Pinnacle Assets.

We expect Valley Forge and the Pinnacle Assets to contribute in 2018 approximately $45 million to $47 million in EBITDAR, less incremental corporate expense of approximately $4 million related to the acquisitions.

Recall the full year guidance we provided last quarter did not include either of these acquisitions, but did include $5 million of incremental EBITDAR for the June 1 Lattner acquisition.

The master lease that we entered as part of the Pinnacle transaction will be accounted for as an operating lease, both under current accounting rules as well as the new lease accounting standards that we will adopt next year.

We expect rent under the master lease for the 2.5 months during the fourth quarter that we will own the Pinnacle assets to be approximately $21 million. Our master lease does not include Belterra Park which was excluded from the lease for regulatory reasons.

With respect to Belterra Park, our purchase of the real estate associated with this asset was financed with a $57.7 million mortgage provided by GLPI. Initial annual interest expense associated with this mortgage is estimated to be $6.4 million or about $1.4 million for the 2.5 months remaining in this year.

Adjustments to this interest expense mirror rent calculations under the underlying – in the underlying lease. Rent coverage for the Pinnacle properties is estimated to be approximately 2 times property EBITDAR on a standalone basis and approximately 9.5 times on a consolidated basis.

Switching to the fourth quarter, we expect corporate expense to be $24 million, which includes the $4 million that I spoke about earlier related to the acquisitions and we expect interest expense to be $58 million. Both of these line items are higher than we would've originally guided as a result of the acquisitions.

The higher level of corporate expense reflects the infrastructure we needed to duplicate to support the four Pinnacle properties. More than half of this cost is related to IT systems, which will be largely eliminated once we transition to a common technology platform that allows us to leverage our shared services environment.

The increase in interest expense reflects the debt we incurred to finance the acquisitions, as well as the Belterra Park mortgage interest expense. While we are not prepared to provide 2019 guidance based on the information we have previously provided to you, related to the acquisitions we consummated this year.

We expect on a combined basis Lattner, Valley Forge and the Pinnacle assets to generate approximately $250 million in EBITDAR on a full year basis.

This estimate includes the synergies we expect to capture during our first year of ownership of these assets as well as the incremental benefits of expanding the slot floor or by 250 units at Valley Forge, which we expect to complete by the end of this year.

We expect 2019 rent expense of approximately $98 million, which assumes a full escalation of the building rent component and we expect the interest expense associated with Belterra Park mortgage to be approximately $6.4 million.

Consistent with our past practice we plan to provide full year 2019 EBITDAR guidance as well as other items that may be of importance to you when we release our fourth quarter earnings. Nicole, that concludes our prepared remarks and we are now ready to take any questions..

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

Yeah. Hey, guys. Good afternoon..

Good afternoon..

When we look obviously at the Las Vegas Locals macro data everything remains fairly strong, obviously the data that the state provides on a month by month basis could be a little choppy as the way the calendar accounts, and we see kind of your results, or I should say as we try and read between the lines of the state data and your results, and then see your results kind of flattish this quarter completely acknowledging some of the efforts you're putting forth to drive EBITDA and profitable revenue.

Is there any change in kind of what you're seeing in the top line trajectory of the Locals market right now?.

Carlo, this is Keith. No, I don't think there's any real change you know as we noted in our prepared comments that we think the market is strong and continues to grow. We focus on profitable revenues, and therefore as we called out about Sam's Town and Eastside Cannery, it tends to diminish the total revenue.

When we look at our properties that as – and I've said this in earlier calls that are further long in our process of refining their marketing, we see that growth in kind of that group of properties that mirrors the market in some cases maybe slightly exceeds, and in some cases maybe it falls a little short, but in the aggregate mirrors the market.

So, I think we're seeing good growth and I think the market overall remain strong..

Great. Thank you, Keith. And then as you think about the assets, and sorry, I think Josh, you said $250 million, 2-5-0 was the number for next year in terms of the expected contribution.

I believe at the time of acquisition the Pinnacle assets were doing maybe $197 million, and you guys talked about $8 million of synergies, Valley Forge is maybe mid-20s and your number there looked more like $40 million and Lattner kind of $10 million to $12 million.

I'm assuming there's operational improvements, and then you would have incremental synergies on top of that because I think I just saw for the $250 million right there.

Is that somewhat of a conservative number as you think about those assets for 2019?.

So, Carlo, I think you took the numbers that we had previously provided and add them together to get to the $250 million that we provided and that was just what we were trying to remind people. We were not really trying to provide a 2019 number at this point..

Understood..

It was encouraging that you did exactly what we did to get to that number..

The other thing, Josh, and I kind of missed this, but I know you said $4 million of incremental corporate and then for the fourth quarter or so implying a $16 million run rate, but then you said more than half of this will be alleviated over time.

Is that correct?.

Yeah. That's correct, Carlo. Once again you hit the nail on the head. You've got it..

Wow. I'm running hot tonight. All right. Great. Thanks a lot, Josh..

Thanks to you. There you go..

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

Good afternoon, guys. I'd like just follow-up on a question that Carlo has asked about the Locals market. I know one of your competitors was talking about during the 3Q there were some pockets of softness I think earlier in the summer.

Can you just talk about specifically what you saw there in the summer? And maybe that's specific to others and not you in the Locals market. And then just more broadly in the Locals market, can you talk about are you seeing any increased promotions or activity, particularly from property that's undergoing some CapEx activity? Thank you..

I think look from a promotional standpoint I would describe it this way kind of largely or relatively speaking the promotional environment is stable with the exception of those properties who have – who are trying to create additional exposure or drive new trial to newly renovated assets.

But outside of that particular issue then the market is stable. As we look to revenue growth, if we look through the third quarter. Well the third quarter was challenging because you had some big calendar changes that really moved revenues around.

There's been a lot talked about the summer and business volumes on the Strip and we saw a little softness in the hotel business in July but it's largely mitigated itself in August and September and hasn't carried through and so we're not seeing those trends and the trends we're seeing in October are largely similar to the trends we saw in Q3.

And so I think we feel good about the business and where it's trending and where it's heading and I don't really see any differences..

Okay great. And then Josh If on the corporate spend, I kind of understand the math here.

Excuse me, do you think the incremental $16 million of the half that's IT that that other $8 million is, does that also go away or is that sort of permanent or does that alter maybe with the synergies that are anticipated over time and included in that incremental $250 million of EBITDA?.

So there's a lot of – there's several facets to the remaining piece.

What I would basically tell you is we anticipated a level of increased corporate expense related to the Pinnacle transaction, largely to the people we were going to need to hire to help support those assets, not only in our incremental shared services function, but also because we're bringing on more properties, we knew we would need those people and that's part of the $16 million annualized run rate number.

Those folks will continue to stay with us. But we contemplated that when we provided synergy numbers, and so that was a net synergy number net of those increased costs that we expected to incur.

I think the part that we didn't really communicate to folks until we got our hands around it was just this ongoing temporary cost that we were going to incur and then rationalize as we go through time. So there's a part that we had contemplated in and discussed around the net synergies number that we communicated to folks.

And then there's the part that we will deal with in the next year or so as we get on a consistent technology platform..

Okay, great. And then my final question is with respect to the Pinnacle and Valley Forge acquisitions, the incremental CapEx maybe on a 2019 basis just so that we're starting next year modeling that correctly. And that's all for me, thank you..

We're going through our CapEx budgeting process and more broadly just budgeting process generally right now, so that's why we're in a little bit of an awkward position of not being able to talk about 2019. While we would like to give you some color, we're just not in a position to do that.

I think I would just point you back to what we said when we made these acquisitions, and I'm going to say that it was $15 million to $20 million on Pinnacle and about $5 million for Valley Forge. And those are full-year numbers, I wouldn't expect those to be run rates that you would see in Q4.

But most likely as we go through our planning process in 2019, those will be directionally where we most likely end up for those assets..

Thank you..

Sure. Thank you, Joe..

Our next question comes from David Katz of Jefferies. Please go ahead..

Hi. Good afternoon, everyone..

Hi, Dave..

I wanted to ask if you could share with us how we might be thinking about CapEx and other capital needs as we think through the next several quarters. And in particular, you highlighted the tribe, the tribal opportunity and any financing submission that Boyd might have to make that we should be thinking about as we roll out as well, please..

So, Dave, we've generally provided guidance for CapEx for this year of about $150 million. We spent about, I believe, it was $108 million year to date, so we'll probably come in below the $150 million as we typically do. In terms of the tribal advances that we've made, they're not going to be meaningfully different than what we've done to date.

And so that's not – I think we've advanced about $70 million or so. About half of that was for the purchase of the land that we acquired in January of 2017, I believe. And then, so you know, it's going to be another $5 million or $10 million generally is what we would expect..

Okay.

And just how we might think about maintenance CapEx or other CapEx needs looking at 2019, anything you could help us with there?.

Again, we're in the middle of our budgeting process, so I can't give any color other than what we gave for 2018 at this point, and that was about $150 million, and we're on track to spend less than that. So I think that's generally a good probably proxy, but we won't know until we get through our budgeting process.

And when we get to our fourth quarter release, we'll be able to give you a little bit more color. So it's a combination of the proxy for 2018 plus the new assets that we're bringing on board and I think that gets you close..

Okay. Okay, so it will have to be good enough. Congratulations. Thanks..

Thank you..

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

Hey, good afternoon, everyone. Just to follow up on the Locals discussion, which I think you led off with a little bit, Keith, I think you mentioned directly that you saw all the properties in the quarter grow excluding I think it was the combination of Cannery and Sam's Town, if I caught it correctly.

Could you give us any just sense of magnitude? I know it's like a same-store type analysis or number, but are we seeing growth in the low single digits in the market.

Is it even a little bit better than that, or just what do you think the core trajectory is in Locals right now?.

I think when you look – remember, this information is somewhat dated because they're behind, and so we only have information through August at this point. And I think the growth you're seeing in the Locals market in the aggregate is low-single digits. You saw that.

If you look at a year-to-date basis through August, you'll see the same thing, low single digits, sub-5% range. And as I said, when you look at the aggregate of our properties, Sam's Town and Eastside Cannery, you see us performing generally in line with the market..

Okay, that's helpful. And then the only other question for me was on the synergy front. I think you touched on this already, Josh.

But is what we're experiencing in 2019 that's built into the $250 million, is that the full complement of what you think you can achieve out of these assets, or is there a little bit more just given that you're not at full run rate in 2019? Is there a little bit more that's going to bleed over into 2020? And how are you thinking about what that total lift might be all-in?.

So I'm only going to talk about what we previously discussed with you when we announced the acquisitions at this point again because we're not ready to talk about 2019.

But what I would say is as we announced the Pinnacle acquisition, we said synergies were going to be about $8 million on an annual basis, and so we'll have to – it'll take us some time to get up to that run rate. And so we haven't built all of those synergies in for next year.

And same kind of thing with Valley Forge where there's certainly opportunities to hit the ground running with the slots that we expect to have in by the end of the year which will contribute to being able to achieve the $40 million that we spoke about.

And then the $5 million of synergies, I would expect that we'll get a lot of them, but obviously they'll ramp over time and they may not total $5 million by the end of the year. So, I think you have to realize they're not going to all come on day 1, but come over time.

And that time period could – will be in that time period will be built out over the first year to year-and-a-half of our owning those assets..

Great, thank you very much. And then last question would just be on the FanDuel partnership. And I'm just a little bit confused, could you just explain a little bit more on how exactly your relationship with FanDuel sort of interacts with the market access agreement with MGM and GVC.

Other people may know this, but I just want to understand a little bit better.

Is this going to be your, Boyd's go-to-market strategy and the market access agreement kind of goes both ways, or just sort of exactly how does this partnership fit into that to that agreement?.

I think you should think of the market access agreement with MGM, it's a two way street. So we're providing them access to our states, they're providing us access to their states.

This is to the extent that obviously legislation has approved and to the extent that as we are going to call them, skins are available to be issued, because obviously MGM will keep the first skin and or two for themselves and will get if there are skins available, we will have the opportunity to open same as in our states.

So just think of it as a tourist way street if there is the opportunity for them to provide us access then we get access after they get access and before anybody else might get access and same on our side..

Okay, that's super-helpful. Thank you very much..

You're welcome..

Our next question comes from Harry Curtis of Nomura. Please go ahead..

Hello, everybody. I wanted to start with a couple of more mundane questions and then go to bigger picture questions.

Josh the more traditional leverage target of 4 times to 5 times by early 2019, you are saying – are you assuming any debt pay down or is it going to be more driven by EBITDA lift or a combination of the two?.

I think it's definitely a combination of the two, we expect EBITDA to continue to grow and we expect to use our free cash to continue to de-leverage and that's we are committed to achieving our target leverage levels that we've stated for everyone..

Okay and then you mentioned quarter end share count of 112 million shares, the press release says 115 million is that the – is that just the weighted average and the difference between an average and a quarter end number?.

Exactly the 112 million is what was actually outstanding at the end of the quarter and then 115 million is the weighted average throughout the quarter and fully diluted..

Okay.

Then turning to the Locals market going back eight years ago, I don't know if you can remember, but I just was curious if the – we don't remember much these days, the – when the Palms was firing on all cylinders to what degree did it or how did your casinos perform? Do they tend to perform well, when the when the Palms is doing well or are they competitive?.

I think that our best years at the Gold Coast were some of the – if we look at it were the best years that both the Palms and The Rio were having and so to the extent their business is strong, we get great overflow business from those other properties, there's more people in the neighborhood, We have a product that is differentiated and maybe priced differently and so we get a lot of crossover traffic from both of those properties.

That's why we said from the beginning that we are very excited to have Red Rock be the owner of the Palms and have them be – have them investing the type of money they're investing in that product to grow the business in the area. And so, as that business continues to grow, I think that we will long-term benefit from it.

In the short-term, will we see a little bit of disruption, sure, it's natural as customers visit other properties, but long-term it's a net benefit to us?.

Okay. And then lastly, I wanted to get a better sense of your longer term strategy, because you're doing some interesting M&A work, then it's now followed by the rejuvenation of your loyalty program.

And is there a next step where with this loyalty program your customers really will want some Strip exposure?.

Well, we have plenty of assets in the Las Vegas market for our out-of-state customers or regional customers to come and visit. We currently host them at a number of our properties and a lot of them like actually Downtown Las Vegas experience, because what I said the authenticity and the value orientation of that market.

We have said over the course of years that we'd like to get back on the Strip for the right asset at the right price, but certainly nothing we are going to do anything stupid in order to get there. But if there was the opportunity we would, but right now there isn't.

And so, it isn't – we're not laser focused on it, but it's certainly not a list of things that could be interesting to us in the future as well as there's a whole number of – whole list of other things that are interesting to us that are part of our overall strategic plan that we plan and executing on..

So, is it more related to price as opposed to having the pieces in place as you build out your regional presence and the loyalty program?.

Harry, I think you know – I think as we think about a potential acquisition on the Strip if it were available to us, it would have to meet the same criteria the others that we have pursued have, and that would mean they have to be – it have to be created – be important to us strategically, the value would have to be there, free cash flow aspects of it would have to be there.

And I think having the kind of the nationwide footprint and the loyalty programs are important to us today, and we feel like we can benefit from having that and see the benefits of having that. And that would just be an incremental attribute or synergy that we would expect to derive from owning something on the Strip.

But I think you know it would – it wouldn't be a – it's not because we have this expanded platform, and we have a loyalty card that we go, okay, now we've got to go pay up for an asset on the Strip. I don't think that's what falls out of having the attributes that we put in place.

It's really no different than evaluating other opportunities as they come our way. And I think that's the way you have to do it..

Okay, that's well said. Thank you very much..

Our next question comes from Thomas Allen of Morgan Stanley. Please go ahead..

Hey, good afternoon. So, on the properties that you're purchasing, I mean, if you look at their revenue performance over the past few quarters since you've announced the acquisition, it seems like they've been doing really well. We obviously don't know about EBITDA.

So, how much – how should we think about your guidance in that context?.

Thomas, really Josh has tried to say this two or three different ways which is we're not giving guidance for 2019, and you know his description of it the $250 million was simply to put some guardrails around a number for everybody as they started to model for 2019. We will provide full guidance as we always do in our February call for our Q4 call.

But until then, any more specifics on CapEx or what we think EBITDA is doing or the growth in the business, and we're just not in a position to provide it, but will occur in February. So, I'm not sure there's any more we can say on that topic..

Okay. And then in terms of FanDuel, and if you look at New Jersey numbers, FanDuel has obviously been taking a lot of share there. Do you think that that's replicable in other markets? How are you thinking about them in terms of other markets? Thanks..

I think FanDuel is a great partner for us, they're a great brand, they've partnered with Paddy Power who's got great technology and I think overall that they have the ability to really own a large chunk of sports betting across the U.S. And I think partnering with them enables us to participate in that.

So, I just think overall, it's a great long-term partnership. Look, sports betting is a couple of months old, and we have yet to see exactly how it's going to play out in any of the states. The early numbers are good, but they're early numbers, and we'll have to see as other states adopt it. But FanDuel has done a great job early on.

We're very excited by what we've seen out of them and really happy that we entered into that agreement and that partnership with them..

Perfect, thank you..

Thanks, Thomas..

Our next question comes from Steve Wieczynski of Stifel. Please go ahead..

Hey, good afternoon guys. So, Keith, I wanted to follow up on your last answer there. I know it's only been I guess about three months since IP and Sam's Town has had sports betting.

Can you maybe help us think about though what you've seen in terms of visitation levels or trends around table drop or slot drop since that has gone live?.

I would describe it in a couple of different ways. One, it's certainly been incrementally positive to the business. We're seeing new faces or faces whether they're brand new or maybe people or customers we haven't seen in a while as you talk to the management team at both those properties, so it feels like it's driving incremental visits.

Some of the food and beverage operations are performing better. But net-net when you look at a property like the IP, this will not be a game-changer for the property. It's incrementally positive, it's additive, but it's not going to change the natural trajectory of the business, same with Tunica.

That could be different in other states, but with respect to those couple of operations, to get incrementally positive, we are seeing new customers probably will – expect it, not probably, expect it to continue to grow over time. But it's not going to add $5 million or $10 million in EBITDA to the property's bottom line next year..

Okay, got you. Thanks. And then the second question would be just around maybe what you guys are seeing across your portfolio in terms of unrated play. And if I missed that earlier in your comments, I apologize..

You did not miss it, actually. We didn't talk about it, good question. So we continue to see growth in unrated across the portfolio in the LVL [Las Vegas Locals], Downtown, and throughout the Midwest and South. We've talked about it before. It was the first business to go away and the last business to come back.

Each of the markets is somewhat different, but we've had a number of consecutive quarters if not consecutive years where we've seen unrated coin in and unrated play grow almost across the board. It continued in Q3 once again..

Okay, great. Thanks, guys. I appreciate it..

Our next question comes from Kelvin Wong of Barclays. Please go ahead..

Hi, guys. Thanks for taking my questions. I guess I've got some bigger picture stuff.

Given all your acquisitions this year, can you describe how that would impact the margin expansion plan you guys have advanced a while ago?.

Sure, so it will obviously have a fairly significant impact in trying to reconcile that and understand it.

So when you think about Lattner Entertainment, which is a slot-route business, so you think about Valley Forge, it has very, very strong revenues but very low margins because they operate in a 50%-plus tax rate environment, it will have some impact to that. With respect to margins overall, I think we've done a great job over the last several years.

On a company-wide basis, if you look back two to three years growing them more than 200 basis points, I think there's room to continue to expand our margins. I think there will always be room to continue to expand them, but it will be a difficult comparison going forward..

Okay. If I may, I just have like another question.

What are the key differences between the old and new loyalty program?.

So when we relaunched the loyalty program, we just added some benefits for different tiers. So there are additional opportunities, whether for trips, for cruises, for gifts, for different levels of customers. So we made it a little richer for them to make sure that they had a reason to continue to remain loyal to us and play at a Boyd Gaming property.

So it's a combination of trips and gifts and offerings, shows, and other things like unique experiences or unique trips that they could go on..

Thanks. That's it for me, thank you..

You're welcome..

We have time for one last question. Our last question is from Chad Beynon of Macquarie. Please go ahead..

Thanks for taking my question. First one to just start on Delta Downs, clearly a property that has performed very well over the past four quarters. It looks like the hotel is taking hold, and obviously it's benefiting from what's going on in the region.

Could you talk about that property as it stands right now? And is it fair to assume that flow-through from those revenues could actually be stronger than other properties in your Midwest and South just because of the size and scope of the property and the lack of table games? Thanks..

I wouldn't anticipate that they're stronger. We have an effective 36% – 37% tax rate at Delta Downs because it's the core rate in the low-20s for the state plus a tax to the horsemen that goes to purse funds.

And so we have actually one of our highest tax rates in the portfolio next to Valley Forge there, so the flow-through maybe not – would not be as strong as you would think. It is true, it's slots-only and so therefore we don't – it is a little higher than the table game side, but I would temper your expectations on that front..

Got you, thank you. And then moving to Mississippi and Biloxi, I know when Scarlet Pearl opened up I don't think you lost much market share. I believe there's another property opening up in the first quarter of 2019.

Should we assume that this competitor will kind of take a bigger slice out of that pie or have you already implemented strategies and you kind of have your loyalty database in place where you think you can defend that? Thanks..

When you go back and if you look at the opening of the Scarlet Pearl, we actually probably had a little larger impact overall than when we thought because it literally is kind of across the Back Bay from the IP and it is closest competition, if you will, and so we have a little bit of an impact.

I think we've worked our way through that since that opening. We don't see anything else significant happening in the market going forward. So we feel pretty good about 2019 at the IP..

Okay, great. And then if I can squeeze in one last one.

Given where your stock is and lots of different avenues to deploy the capital I know Josh you said you're still coming up with your budget, but how does a Louisiana transition to land kind of fit into this from a return standpoint as you see it right now? And has there been any more commentary from the government in terms of how much you would have to spend to move on land? And that's all for me.

Thanks..

Yeah, Chad, this is Keith. So look, I think our greatest opportunity in the Louisiana area is that our Treasure Chest property just outside of New Orleans in Kenner, Louisiana. We've got a great property there it's been performing at a very high level for the last several years continuing to grow EBITDA.

And so that is ripe to be put on land because we have a three-story riverboat that has been there since the beginning. Having said that, that is a little ways off, there has to be a lot of work done on our part to design it and look at it, and then actually build something.

So it's certainly not a 2019 project, maybe it's a 2020 project or a 2021 project, hard to know. The state is still coming up with the exact regulations and what has to happen. So I really don't have any commentary on kind of specifics to the overall regulations..

Okay, thank you very much..

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

Thanks, Nicole. And thanks for everyone joining the call today and taking the time out of your day. Should you have other questions for us, feel free to reach out to the company, and we'll talk to you then. Thank you very much..

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