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Acquisitions and Divestitures | 9 Months Ended
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Sep. 30, 2013
Business Combinations [Abstract] |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES Acquisition of Peninsula Gaming Overview On November 20, 2012, we completed the acquisition of Peninsula Gaming, LLC ("Peninsula Gaming") pursuant to an Agreement and Plan of Merger (the "Merger Agreement") entered into on May 16, 2012. Accordingly, the acquired assets and liabilities of Peninsula Gaming are included in our condensed consolidated balance sheets as of September 30, 2013 and December 31, 2012 and the results of its operations and cash flows are reported in our condensed consolidated statements of operations and cash flows for the three and nine months ended September 30, 2013. Status of Purchase Price Allocation The Company has recognized the assets acquired and liabilities assumed in the Merger based on preliminary fair value estimates as of the date of the Merger. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessary to arrive at the final estimates of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The fair values of certain tangible assets, intangible assets, the note payable to seller, certain contingent liabilities and residual goodwill are the most significant areas not yet finalized and therefore are subject to change. The final fair value determinations will be completed within one year of the closing date of the acquisition. The final fair value determinations may be significantly different than those reflected in the condensed consolidated balance sheets at September 30, 2013 and December 31, 2012. Supplemental Unaudited Pro Forma Information The following table presents pro forma results of the Company, as though Peninsula Gaming had been acquired as of January 1, 2012. The pro forma results do not necessarily represent the results that may occur in the future. The pro forma amounts include the historical operating results of the Company and Peninsula Gaming prior to the acquisition, with adjustments directly attributable to the acquisition.
| Three Months Ended September 30, 2012
| Boyd Gaming Corporation (As Reported) |  | Peninsula Gaming |  | Boyd Gaming Corporation (Pro Forma)
(In thousands) |  |  |  |  |
Condensed Statements of Operations |  |  |  |  |
Net revenues | $ | 612,390 |  |  | $ | 130,154 |  |  | $ | 742,544 |
Net income (loss) attributable to Boyd Gaming Corporation | $ | (15,796 | ) |  | $ | 1,833 |  |  | $ | (13,963 | )
Basic and diluted loss per share | $ | (0.18 | ) |  |  |  | $ | (0.16 | )
| Nine Months Ended September 30, 2012
| Boyd Gaming Corporation (As Reported) |  | Peninsula Gaming |  | Boyd Gaming Corporation (Pro Forma)
(In thousands) |  |  |  |  |
Condensed Statements of Operations |  |  |  |  |
Net revenues | $ | 1,858,129 |  |  | $ | 397,769 |  |  | $ | 2,255,898 |
Net income (loss) attributable to Boyd Gaming Corporation | $ | (8,967 | ) |  | $ | 5,987 |  |  | $ | (2,980 | )
Basic and diluted loss per share | $ | (0.10 | ) |  |  |  | $ | (0.03 | )
Disposition of Echelon On March 1, 2013, we entered into a definitive agreement to sell the Echelon site for $350 million in cash. The sale agreement included the 87-acre land parcel, as well as site improvements. The transaction was completed on March 4, 2013, and we realized approximately $157.0 million in net proceeds from the sale after consideration of direct transaction costs and after payment of a portion of the proceeds to a third party to fulfill our obligations to LVE Energy Partners, LLC (see Note 5, Deconsolidation of LVE Energy Partners, LLC.) Discontinued Operations - Disposition of Dania Jai-Alai On May 22, 2013, we consummated the sale of certain assets and liabilities of the Dania pari-mutuel facility ("Dania Jai-Alia"), with approximately 47 acres of related land located in Dania Beach, Broward County, Florida, for a sales price of $65.5 million. The sale was pursuant to an asset agreement (the "New Dania Agreement") that we entered into with Dania Entertainment Center, LLC ("Dania Entertainment"). As part of the New Dania Agreement, the $5 million non-refundable deposit and $2 million fees paid to us in 2011 by Dania Entertainment were applied to the sales price, and we received $58.5 million in cash and recorded a pre-tax gain of $18.9 million. We have presented the results of Dania Jai-Alai Business as discontinued operations for all periods presented in these condensed consolidated financial statements. There were no assets and liabilities of the discontinued operation as of September 30, 2013, and the assets and liabilities of the discontinued operation as of December 31, 2012 were as follows:
|  | December 31, 2012
(In thousands) |  |
Assets |  |
Cash and cash equivalents |  | $ | 283 |
Other current assets |  | 402 |
Current assets of discontinued operations |  | $ | 685 |
Property and equipment, net |  | $ | 37,674 |
Other assets |  | 10 |
Noncurrent assets of discontinued operations |  | $ | 37,684 |
Liabilities |  |
Accounts payable and accrued expenses |  | $ | 864 |
Liabilities of discontinued operations |  | $ | 864 |
Net revenues, pre-tax income (loss) from operations, and income (loss), net of income taxes, presented as discontinued operations are as follows:
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, |  | September 30,
|  | 2012 |  | 2013 |  | 2012
(In thousands) |
Operations |  |  |  |  |  |
Net revenues |  | $ | 889 |  |  | $ | 2,140 |  |  | $ | 3,455 |
Income (loss) from discontinued operations before income taxes |  | $ | (1,039 | ) |  | $ | (2,200 | ) |  | $ | (3,295 | )
Income taxes |  | 363 |  |  | 776 |  |  | 1,153 |
Loss (income) from discontinued operations, net of tax |  | $ | (676 | ) |  | $ | (1,424 | ) |  | $ | (2,142 | )
Disposal |  |  |  |  |  |
Gain on disposal before income taxes |  | $ | — |  |  | $ | 18,873 |  |  | $ | — |
Income tax expense |  | — |  |  | (6,659 | ) |  | — |
Gain on disposal, net of tax |  | $ | — |  |  | $ | 12,214 |  |  | $ | — |
(Loss) income from discontinued operations, net of tax |  | $ | (676 | ) |  | $ | 10,790 |  |  | $ | (2,142 | )

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1524-128463 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1383-128463 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141R -Paragraph F4 -Subparagraph e -Appendix F Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141 -Paragraph 51, 52 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. 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This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Emerging Issues Task Force (EITF) -Number 88-16 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. 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