v2.4.0.8

Fair Value Measurements | 9 Months Ended
--- | ---
Sep. 30, 2013
Fair Value Disclosures [Abstract] |
Fair Value Disclosures | FAIR VALUE MEASUREMENTS We have adopted the authoritative accounting guidance for fair value measurements, which does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These inputs create the following fair value hierarchy: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. Balances Measured at Fair Value The following tables show the fair values of certain of our financial instruments.
| September 30, 2013
| Balance |  | Level 1 |  | Level 2 |  | Level 3
(In thousands) |
Assets |  |  |  |  |  |  |
Cash and cash equivalents | $ | 165,803 |  |  | $ | 165,803 |  |  | $ | — |  |  | $ | — |
Restricted cash | 27,191 |  |  | 27,191 |  |  | — |  |  | — |
CRDA deposits | 3,726 |  |  | — |  |  | — |  |  | 3,726 |
Investment available for sale | 17,937 |  |  | — |  |  | — |  |  | 17,937 |
Liabilities |  |  |  |  |  |  |
Merger earnout | $ | 8,983 |  |  | $ | — |  |  | $ | — |  |  | $ | 8,983 |
Contingent payments | 4,447 |  |  | — |  |  | — |  |  | 4,447 |
| December 31, 2012
| Balance |  | Level 1 |  | Level 2 |  | Level 3
(In thousands) |
Assets |  |  |  |  |  |  |
Cash and cash equivalents | $ | 192,545 |  |  | $ | 192,545 |  |  | $ | — |  |  | $ | — |
Restricted cash | 22,900 |  |  | 22,900 |  |  | — |  |  | — |
CRDA deposits | 28,464 |  |  | — |  |  | — |  |  | 28,464 |
Investment available for sale | 17,907 |  |  | — |  |  | — |  |  | 17,907 |
Liabilities |  |  |  |  |  |  |
Merger earnout | $ | 9,800 |  |  | $ | — |  |  | $ | — |  |  | $ | 9,800 |
Contingent payments | 4,563 |  |  | — |  |  | — |  |  | 4,563 |
Cash and Cash Equivalents and Restricted Cash The fair value of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, are based on statements received from our banks at September 30, 2013 and December 31, 2012. CRDA Deposits The fair value of Borgata's CRDA deposits, classified in the fair value hierarchy as Level 3, is based on estimates of the realizable value applied to the balances on statements received from the CRDA at September 30, 2013 and December 31, 2012. Investment Available for Sale We have an investment in a single municipal bond issuance of $22.1 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 that is classified as available for sale. We are the only holder of this instrument and there is no quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy. The estimate of the fair value of such investment was determined using a combination of current market rates and estimates of market conditions for instruments with similar terms, maturities, and degrees of risk and a discounted cash flows analysis as of September 30, 2013 and December 31, 2012. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets. At September 30, 2013 and December 31, 2012, $0.4 million and $0.3 million, respectively, of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at September 30, 2013 and December 31, 2012, $17.6 million is included in investment on the condensed consolidated balance sheets. The discount associated with this investment of $3.5 million and $3.6 million as of September 30, 2013 and December 31, 2012, respectively, is netted with the investment on the condensed consolidated balance sheets and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the condensed consolidated statements of comprehensive income (loss). Merger Earnout Under the terms of the Merger Agreement, Boyd Acquisition II, LLC, an indirect wholly owned subsidiary of Boyd, is obligated to make an additional payment to PGP in 2016 if Kansas Star Casino's ("KSC") EBITDA, as defined in the Merger Agreement, for 2015 exceeds $105.0 million. The additional payment would be equal to 7.5 times the amount by which KSC's 2015 EBITDA exceeds $105.0 million. The actual payout will be determined based on actual EBITDA of KSC for calendar year 2015, and payments are not limited by a maximum value. If the actual 2015 EBITDA of KSC is less than the target, the Company is not required to make any additional consideration payment. The liability was initially recorded upon consummation of the Merger, at the estimated fair value of the earnout determined in conjunction with the preliminary purchase price allocation using the modified Black-Scholes option pricing model, which requires the following assumptions: expected EBITDA volatility, forecasted 2015 EBITDA, risk-free interest rates and risk adjusted discount rate. The fair value of the earnout liability is not yet finalized and is therefore subject to change. We formed our preliminary valuation assumptions using historical experience in the gaming industry and observable market conditions. The contingent consideration agreement will be fair valued periodically with updated assumptions and any change in the fair value of the obligation will be included in the consolidated statements of comprehensive income (loss). At September 30, 2013 and December 31, 2012, there were outstanding liabilities of $9.0 million and $9.8 million, respectively, related to the merger earnout which are included in other liabilities on the condensed consolidated balance sheets. Contingent Payments In connection with KSC’s acquisition of the land upon which KSC’s casino was developed, KSC agreed to pay a former casino project developer and option holder 1% of KSC’s EBITDA each month for a period of ten years commencing December 20, 2011. The liability was initially recorded upon consummation of the Merger, at the estimated fair value of the contingent land purchase price using a discounted cash flows approach. At each of September 30, 2013 and December 31, 2012, there was a current liability of $0.9 million related to this agreement which was recorded in accrued liabilities on the respective condensed consolidated balance sheets and long-term obligations of $3.5 million and $3.6 million, respectively, which were included in other liabilities on the respective condensed consolidated balance sheets. The following table summarizes the fair value of the Company's Level 3 assets and liabilities for the three and nine months ended September 30, 2013.
| Three Months Ended September 30, 2013
| Assets |  | Liabilities
| Investment Available for Sale |  | CRDA Deposits |  | Merger Earnout |  | Contingent Payments
(In thousands) |
Balance at July 1, 2013 | $ | 17,742 |  |  | $ | 25,114 |  |  | $ | (8,983 | ) |  | $ | (4,470 | )
Deposits | — |  |  | 1,738 |  |  | — |  |  | — |
Total gains (losses) (realized or unrealized): |  |  |  |  |  |  |
Included in earnings | 28 |  |  | (581 | ) |  | — |  |  | (191 | )
Included in other comprehensive income (loss) | 167 |  |  | — |  |  | — |  |  | — |
Transfers in or out of Level 3 | — |  |  | — |  |  | — |  |  | — |
Purchases, sales, issuances and settlements: |  |  |  |  |  |  |
Settlements | — |  |  | (22,545 | ) |  | — |  |  | 214 |
Ending balance at September 30, 2013 | $ | 17,937 |  |  | $ | 3,726 |  |  | $ | (8,983 | ) |  | $ | (4,447 | )
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date: |  |  |  |  |  |  |
Included in interest income | $ | 28 |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Included in interest expense | — |  |  | — |  |  | — |  |  | (191 | )
Included in non-operating income | — |  |  | — |  |  | — |  |  | — |
| Nine Months Ended September 30, 2013
| Assets |  | Liabilities
| Investment Available for Sale |  | CRDA Deposits |  | Merger Earnout |  | Contingent Payments
(In thousands) |
Balance at January 1, 2013 | $ | 17,907 |  |  | $ | 28,464 |  |  | $ | (9,800 | ) |  | $ | (14,363 | )
Deposits | — |  |  | 5,145 |  |  | — |  |  | — |
Total gains (losses) (realized or unrealized): |  |  |  |  |  |  |
Included in earnings | 78 |  |  | (7,338 | ) |  | 817 |  |  | (578 | )
Included in other comprehensive income (loss) | 282 |  |  | — |  |  | — |  |  | — |
Transfers in or out of Level 3 | — |  |  | — |  |  | — |  |  | — |
Purchases, sales, issuances and settlements: |  |  |  |  |  |  |
Settlements | (330 | ) |  | (22,545 | ) |  | — |  |  | 10,494 |
Ending balance at September 30, 2013 | $ | 17,937 |  |  | $ | 3,726 |  |  | $ | (8,983 | ) |  | $ | (4,447 | )
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date: |  |  |  |  |  |  |
Included in interest income | $ | 78 |  |  | $ | — |  |  | $ | — |  |  | $ | 167 |
Included in interest expense | — |  |  | — |  |  | — |  |  | (578 | )
Included in non-operating income | — |  |  | — |  |  | 817 |  |  | — |
The table below summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities:
| Valuation Technique |  | Unobservable Input |  | Rate
Investment available for sale | Discounted cash flow |  | Discount rate |  | 10.5 | %
CRDA deposits | Valuation Allowance |  | Reserves |  | 33.3 | %
Merger earnout | Option Model |  | Risk-free interest rate |  | 0.4 | %
|  |  | Risk-adjusted discount rate |  | 14.5 | %
|  |  | EBITDA volatility |  | 21.3 | %
Contingent payments | Discounted cash flow |  | Discount rate |  | 18.5 | %
Balances Disclosed at Fair Value The following tables provide the fair value measurement information about our note receivable, obligation under minimum assessment agreements and other financial instruments at September 30, 2013 and December 31, 2012.
| September 30, 2013
| Outstanding Face Amount |  | Carrying Value |  | Estimated Fair Value |  | Fair Value Hierarchy
(In thousands) |
Assets |  |  |  |  |  |  |
Note receivable | $ | 2,524 |  |  | $ | 2,524 |  |  | $ | 2,524 |  |  | Level 3
Liabilities |  |  |  |  |  |  |
Obligation under assessment arrangements | $ | 37,750 |  |  | $ | 28,779 |  |  | $ | 28,531 |  |  | Level 3
Other financial instruments | 400 |  |  | 336 |  |  | 336 |  |  | Level 3
| December 31, 2012
| Outstanding Face Amount |  | Carrying Value |  | Estimated Fair Value |  | Fair Value Hierarchy
(In thousands) |
Assets |  |  |  |  |  |  |
Note receivable | $ | 2,470 |  |  | $ | 2,470 |  |  | $ | 2,470 |  |  | Level 3
Liabilities |  |  |  |  |  |  |
Obligation under assessment arrangements | $ | 38,787 |  |  | $ | 29,335 |  |  | $ | 29,113 |  |  | Level 3
Other financial instruments | 500 |  |  | 413 |  |  | 413 |  |  | Level 3
The following tables provide the fair value measurement information about our long-term debt at September 30, 2013 and December 31, 2012.
| September 30, 2013
| Outstanding Face Amount |  | Carrying Value |  | Estimated Fair Value |  | Fair Value Hierarchy
(In thousands) |
Boyd Debt: |  |  |  |  |  |  |
Boyd Gaming Debt: |  |  |  |  |  |  |
New Credit Facility | $ | 1,447,900 |  |  | $ | 1,443,400 |  |  | $ | 1,454,820 |  |  | Level 2
9.125% Senior Notes due 2018 | 500,000 |  |  | 493,608 |  |  | 547,500 |  |  | Level 1
9.00% Senior Notes due 2020 | 350,000 |  |  | 350,000 |  |  | 381,500 |  |  | Level 1
Other | 147,800 |  |  | 126,027 |  |  | 122,287 |  |  | Level 3
| 2,445,700 |  |  | 2,413,035 |  |  | 2,506,107 |  |  |
Peninsula Gaming Debt: |  |  |  |  |  |  |
Bank credit facility | 826,213 |  |  | 826,213 |  |  | 833,375 |  |  | Level 2
8.375% senior notes due 2018 | 350,000 |  |  | 350,000 |  |  | 381,500 |  |  | Level 1
Other | 14 |  |  | 14 |  |  | 14 |  |  | Level 3
| 1,176,227 |  |  | 1,176,227 |  |  | 1,214,889 |  |  |
Total Boyd debt | 3,621,927 |  |  | 3,589,262 |  |  | 3,720,996 |  |  |
Borgata Debt: |  |  |  |  |  |  |
Borgata bank credit facility | 16,300 |  |  | 16,300 |  |  | 16,300 |  |  | Level 2
Borgata 9.50% Senior Secured Notes due 2015 | 358,200 |  |  | 352,405 |  |  | 370,737 |  |  | Level 1
Borgata 9.875% Senior Secured Notes due 2018 | 393,500 |  |  | 384,776 |  |  | 410,224 |  |  | Level 1
Total Borgata debt | 768,000 |  |  | 753,481 |  |  | 797,261 |  |  |
Total debt | $ | 4,389,927 |  |  | $ | 4,342,743 |  |  | $ | 4,518,257 |  |  |
| December 31, 2012
| Outstanding Face Amount |  | Carrying Value |  | Estimated Fair Value |  | Fair Value Hierarchy
(In thousands) |
Boyd Debt: |  |  |  |  |  |  |
Boyd Gaming Debt: |  |  |  |  |  |  |
Prior Credit Facility | $ | 1,474,850 |  |  | $ | 1,466,635 |  |  | $ | 1,508,516 |  |  | Level 2
9.125% Senior Notes due 2018 | 500,000 |  |  | 492,680 |  |  | 523,995 |  |  | Level 1
9.00% Senior Notes due 2020 | 350,000 |  |  | 350,000 |  |  | 347,158 |  |  | Level 1
6.75% Senior Subordinated Notes due 2014 | 215,668 |  |  | 215,668 |  |  | 216,460 |  |  | Level 1
7.125% Senior Subordinated Notes due 2016 | 240,750 |  |  | 240,750 |  |  | 236,537 |  |  | Level 1
Other | 158,141 |  |  | 125,475 |  |  | 123,424 |  |  | Level 3
| 2,939,409 |  |  | 2,891,208 |  |  | 2,956,090 |  |  |
Peninsula Gaming Debt: |  |  |  |  |  |  |
Bank credit facility | 854,400 |  |  | 854,400 |  |  | 868,838 |  |  | Level 2
8.375% Senior Notes due 2018 | 350,000 |  |  | 350,000 |  |  | 367,721 |  |  | Level 1
Other | 494 |  |  | 491 |  |  | 494 |  |  | Level 3
| 1,204,894 |  |  | 1,204,891 |  |  | 1,237,053 |  |  |
Total Boyd Debt | 4,144,303 |  |  | 4,096,099 |  |  | 4,193,143 |  |  |
Borgata Debt: |  |  |  |  |  |  |
Borgata bank credit facility | 20,000 |  |  | 20,000 |  |  | 20,000 |  |  | Level 2
Borgata 9.50% Senior Secured Notes due 2015 | 398,000 |  |  | 389,547 |  |  | 402,275 |  |  | Level 1
Borgata 9.875% Senior Secured Notes due 2018 | 393,500 |  |  | 383,777 |  |  | 373,825 |  |  | Level 1
Total Borgata debt | 811,500 |  |  | 793,324 |  |  | 796,100 |  |  |
Total debt | $ | 4,955,803 |  |  | $ | 4,889,423 |  |  | $ | 4,989,243 |  |  |
The estimated fair value of the New Credit Facility is based on a relative value analysis performed on or about September 30, 2013. The estimated fair value of the Prior Credit Facility is based on a relative value analysis performed on or about December 31, 2012. The estimated fair value of the Peninsula Credit Facility is based on the relative value analysis performed on or about September 30, 2013 and December 31, 2012. The estimated fair value of Borgata's bank credit facility at September 30, 2013 and December 31, 2012 approximates its carrying value due to the short-term nature and variable repricing of the underlying Eurodollar loans comprising the Borgata bank credit facility. The estimated fair values of our senior subordinated and senior notes and Borgata's senior secured notes are based on quoted market prices as of September 30, 2013 and December 31, 2012, respectively. Debt included in the “Other” category has an escalating interest rate debt that is not traded and does not have an observable market input; therefore, we have estimated its fair value based on the short-term nature of the note (maturing is less than five years) after giving consideration to the changes in market rates of interest, creditworthiness of both parties, and credit spreads. There were no transfers between Level 1, Level 2 and Level 3 measurements during the nine months ended September 30, 2013 or 2012. Fair Value of Non-Recourse Obligations of Variable Interest Entity At December 31, 2012, the carrying value of LVE's long-term debt approximated its fair value due to the prevailing interest rates on the debt, which are comparable to market.

X
- Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 107 -Paragraph 15A -Subparagraph a-d -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. Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 107 -Paragraph 15C, 15D -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. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 107 -Paragraph 3, 10, 14, 15 -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. Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 157 -Paragraph 32, 33, 34 -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. Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 21 -URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13537-108611 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 133 -Paragraph 44A, 44B -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. Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 30 -URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 16 -URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13504-108611 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 107 -Paragraph 15B -Subparagraph a, b -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. Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 159 -Paragraph 17-22, 27, 28 -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. + Details
Name: | us-gaap_FairValueDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration