SEC Form 10-Q filed by Golden Entertainment Inc.

8/9/24 12:08:06 PM ET

Services-Misc. Amusement & Recreation

Consumer Discretionary

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gden-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 10-Q

________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 000-24993

________________________________________

GOLDEN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

________________________________________


Minnesota			41-1913991
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
6595 S Jones Boulevard
Las Vegas, Nevada			89118
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (702) 893-7777

________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GDEN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 2, 2024, the registrant had 28,314,530 shares of common stock, $0.01 par value per share, outstanding.

GOLDEN ENTERTAINMENT, INC.

FORM 10-Q

INDEX


		Page
PART I.	FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1

	Consolidated Balance Sheets as of June 3 0 , 2024 and December 31, 2023	1

	Consolidated Statements of Operations for the three and six months ended June 3 0 , 2024 and 2023	2

	Consolidated Statements of Shareholders’ Equity for the three and six months ended June 3 0 , 2024 and 2023	3

	Consolidated Statements of Cash Flows for the six months ended June 3 0 , 2024 and 2023	4

	Condensed Notes to Consolidated Financial Statements	6

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	28

ITEM 4.	CONTROLS AND PROCEDURES	28

PART II.	OTHER INFORMATION	29

ITEM 1.	LEGAL PROCEEDINGS	29

ITEM 1A.	RISK FACTORS	29

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29

ITEM 5.	OTHER INFORMATION	29

ITEM 6.	EXHIBITS	30

SIGNATURES		31

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GOLDEN ENTERTAINMENT, INC.

Consolidated Balance Sheets

(In thousands, except per share data)


	June 30, 2024		December 31, 2023
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	88,638	$	157,550
Accounts receivable, net of allowance for credit losses of $284 and $696 at June 30, 2024 and December 31, 2023, respectively	16,847		16,951
Prepaid expenses	17,012		22,042
Inventories	7,032		8,097
Other	585		531
Assets held for sale	—		204,271
Total current assets	130,114		409,442
Property and equipment, net	778,371		786,145
Operating lease right-of-use assets, net	83,858		79,396
Goodwill	88,313		84,325
Intangible assets, net	55,354		53,935
Deferred income tax assets	37,351		29,508
Other assets	7,860		9,532
Total assets	$	1,181,221	$	1,452,283
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt and finance leases	$	4,699	$	4,596
Current portion of operating leases	14,776		13,745
Accounts payable	18,698		18,702
Income tax payable	74,050		42,055
Accrued payroll and related	17,640		21,406
Accrued liabilities	39,459		34,639
Liabilities related to assets held for sale	—		39,233
Total current liabilities	169,322		174,376
Long-term debt, net and non-current finance leases	388,243		658,521
Non-current operating leases	84,374		81,325
Other long-term obligations	250		328
Total liabilities	642,189		914,550
Commitments and contingencies (Note 10)
Shareholders’ equity
Common stock, $.01 par value; authorized 100,000 shares; 28,315 and 28,669 common shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	283		287
Additional paid-in capital	478,567		475,970
Retained earnings	60,182		61,476
Total shareholders’ equity	539,032		537,733
Total liabilities and shareholders’ equity	$	1,181,221	$	1,452,283

The accompanying condensed notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues
Gaming	$	78,247	$	182,355	$	165,196	$	370,442
Food and beverage	43,113		46,534		86,774		92,805
Rooms	31,422		30,918		60,822		61,495
Other	14,552		26,874		28,589		39,990
Total revenues	167,334		286,681		341,381		564,732
Expenses
Gaming	20,764		105,380		47,655		212,306
Food and beverage	34,300		33,645		68,476		67,667
Rooms	16,452		15,359		32,686		30,140
Other	2,784		7,905		6,864		11,735
Selling, general and administrative	56,087		67,093		116,074		129,129
Depreciation and amortization	22,616		21,454		44,736		44,962
(Gain) loss on disposal of assets	—		(34)		14		(120)
Loss (gain) on sale of business	792		—		(68,944)		—
Preopening expenses	4		141		143		525
Total expenses	153,799		250,943		247,704		496,344
Operating income	13,535		35,738		93,677		68,388
Non-operating expense
Interest expense, net	(8,610)		(18,803)		(19,296)		(37,039)
Loss on debt extinguishment and modification	(4,446)		(405)		(4,446)		(405)
Total non-operating expense, net	(13,056)		(19,208)		(23,742)		(37,444)
Income before income tax benefit (provision)	479		16,530		69,935		30,944
Income tax benefit (provision)	144		(4,248)		(27,349)		(7,032)
Net income	$	623	$	12,282	$	42,586	$	23,912

Weighted-average common shares outstanding
Basic	28,798		28,845		28,761		28,578
Diluted	30,234		30,717		30,482		30,831
Net income per share
Basic	$	0.02	$	0.43	$	1.48	$	0.84
Diluted	$	0.02	$	0.40	$	1.40	$	0.78

The accompanying notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Shareholders’ Equity

(In thousands)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount
Balance, January 1, 2023	28,179	$	282	$	480,060	$	(127,422)	$	352,920
Issuance of stock on options exercised and restricted stock units vested	658	6		—		—		6
Share-based compensation	—	—		3,290		—		3,290
Tax benefit from share-based compensation	—	—		(15,373)		—		(15,373)
Net income	—	—		—		11,630		11,630
Balance, March 31, 2023	28,837	$	288	$	467,977	$	(115,792)	$	352,473
Issuance of stock on options exercised and restricted stock units vested	20	1		—		—		1
Share-based compensation	—	—		3,288		—		3,288
Net income	—	—		—		12,282		12,282
Balance, June 30, 2023	28,857	$	289	$	471,265	$	(103,510)	$	368,044


	Common Stock			Additional Paid-In Capital		Retained Earnings		Total Shareholders’ Equity
	Shares	Amount
Balance, January 1, 2024	28,669	$	287	$	475,970	$	61,476	$	537,733
Issuance of stock on options exercised and restricted stock units vested	280	3		—		—		3
Share-based compensation	—	—		3,041		—		3,041
Tax benefit from share-based compensation	—	—		(5,881)		—		(5,881)
Dividend payable	—	—		—		(7,237)		(7,237)
Net income	—	—		—		41,963		41,963
Balance, March 31, 2024	28,949	$	290	$	473,130	$	96,202	$	569,622
Issuance of stock on options exercised and restricted stock units vested	355	3		3,152		—		3,155
Repurchase of common stock	(989)	(10)		—		(29,520)		(29,530)
Share-based compensation	—	—		2,346		—		2,346
Tax benefit from share-based compensation	—	—		(61)		—		(61)
Dividend payable	—	—		—		(7,123)		(7,123)
Net income	—	—		—		623		623
Balance, June 30, 2024	28,315	$	283	$	478,567	$	60,182	$	539,032

The accompanying notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities
Net income	$	42,586	$	23,912
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	44,736		44,962
Non-cash lease (benefit) expense	(233)		24
Share-based compensation	5,387		6,578
Amortization of debt issuance costs and discounts on debt	1,422		2,133
Loss (gain) on disposal of assets	14		(120)
Loss (gain) on sale of business	(68,944)		—
Provision for credit losses	107		501
Deferred income taxes	(7,843)		—
Loss on debt extinguishment and modification	4,446		405
Changes in operating assets and liabilities:
Accounts receivable	544		4,652
Prepaid expenses, inventories and other current assets	3,202		16,364
Other assets	(1,985)		515
Accounts payable and other accrued expenses	(7,577)		1,139
Income tax payable	31,995		—
Other liabilities	(561)		(202)
Net cash provided by operating activities	47,296		100,863
Cash flows from investing activities
Purchase of property and equipment, net of change in construction payables	(33,848)		(53,946)
Proceeds from disposal of property and equipment	1		291
Proceeds from sale of business, net of cash transferred	204,066		—
Acquisition of business, net of cash acquired	(7,250)		—
Net cash provided by (used in) investing activities	162,969		(53,655)
Cash flows from financing activities
Repayments of term loan	(2,000)		(400,000)
Issuance of new term loan	—		400,000
Repayment of senior notes	(276,453)		—
Repayments of notes payable	(661)		(260)
Principal payments under finance leases	(557)		(280)
Payment for debt extinguishment and modification costs	(5)		(7,818)
Tax withholding on share-based payments	(5,942)		(15,373)
Dividend paid	(7,237)		—
Proceeds from options exercised and issuance of common stock, net	3,158		7
Repurchases of common stock	(29,530)		—
Net cash used in financing activities	(319,227)		(23,724)

Change in cash and cash equivalents	(108,962)		23,484
Balance, beginning of period	197,600		142,034
Balance, end of period	$	88,638	$	165,518


	Six Months Ended June 30,
	2024		2023
Supplemental cash flow disclosures
Cash paid for interest	$	27,324	$	35,518
Cash paid for income taxes	2,900		—
Non-cash investing and financing activities
Assets acquired under finance lease obligations	$	3,631	$	—
Payables incurred for capital expenditures	1,315		2,605
Notes payable incurred for capital expenditures	—		3,571
Loss on debt extinguishment and modification	4,446		405
Operating lease right-of-use assets obtained in exchange for lease obligations	11,274		479

The accompanying notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

Condensed Notes to Consolidated Financial Statements (Unaudited)

Note 1 — Nature of Business and Basis of Presentation

Overview

Golden Entertainment, Inc. and its wholly-owned subsidiaries own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. The Company’s portfolio includes eight casino properties located in Nevada, as well as 71 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. Unless otherwise indicated, the term the “Company” refers to Golden Entertainment, Inc. together with its subsidiaries.

As of June 30, 2024, the Company conducted its business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns. Each reportable segment was comprised of the following properties and operations:


Reportable Segments						Location
Nevada Casino Resorts
The STRAT Hotel, Casino & Tower (“The STRAT”)						Las Vegas, Nevada
Aquarius Casino Resort (“Aquarius”)						Laughlin, Nevada
Edgewater Casino Resort (“Edgewater”)						Laughlin, Nevada
Nevada Locals Casinos
Arizona Charlie’s Boulder						Las Vegas, Nevada
Arizona Charlie’s Decatur						Las Vegas, Nevada
Gold Town Casino						Pahrump, Nevada
Lakeside Casino & RV Park						Pahrump, Nevada
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)						Pahrump, Nevada
Nevada Taverns
71 branded tavern locations						Nevada

The Company completed the sales of Rocky Gap Casino Resort (“Rocky Gap”) on July 25, 2023 for aggregate cash consideration of $260.0 million, its distributed gaming operations in Montana on September 13, 2023 for cash consideration of $109.0 million plus working capital and other adjustments and net of cash transferred at closing, and its distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to their sale, the operations of Rocky Gap were presented in the Company’s Maryland Casino Resort reportable segment, and the results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and presented in the Company’s Distributed Gaming reportable segment. Refer to the discussion in “Note 2 — Divestitures” and “Note 11 — Segment Information” for further information.

On April 22, 2024, the Company acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired GAP taverns have been included in the Company’s Nevada Taverns reportable segment from the date of acquisition.

Basis of Presentation

The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, refer to the audited consolidated financial statements of the Company for the year ended December 31, 2023 and the notes thereto included in the Company’s Annual Report on Form 10-K (the “Annual Report”) previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which included only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented. Results for interim periods should not be considered indicative of the results to be expected for the full year and should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report.

The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Reclassifications were made to the

Company’s prior period consolidated financial statements to conform to the current period presentation, where applicable. These reclassifications had no effect on previously reported net income.

Significant Accounting Policies

There have been no changes to the significant accounting policies disclosed in the Company’s Annual Report.

Net Income per Share

Basic net income per share is calculated by dividing net income by the weighted-average common shares outstanding. Diluted net income per share in profitable periods reflects the effect of all potentially dilutive common shares outstanding by dividing net income by the weighted-average of all common and potentially dilutive shares outstanding. In the event of a net loss, diluted shares are not considered because of their anti-dilutive effect. Diluted net income per share excluded the weighted average effect of 441,814 shares of common stock for the three months ended June 30, 2024, and 74,231 and 4,408 shares of common stock for the three and six months ended June 30, 2023, respectively, related to time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) due to such shares being anti-dilutive. There were no anti-dilutive shares for the six months ended June 30, 2024.

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact of the adoption of new accounting standards and the future adoption of the new accounting standards that are not yet effective on the Company’s financial statements, management currently believes that the following new standards have or may have an impact on the Company’s consolidated financial statements and disclosures:

Accounting Standards Issued But Not Yet Adopted

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company does not expect the impact of the adoption of this ASU to be material to its financial statements or disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The provisions of this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The standard is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company does not expect the impact of the adoption of this ASU to be material to its financial statements or disclosures.

Management does not believe that any other recently issued accounting standards that are not yet effective are likely to have a material impact on the Company’s financial statements.

Note 2 — Divestitures

Operations of Rocky Gap had historically been presented in the Company’s Maryland Casino Resort reportable segment. The Company incurred $8.5 million in transaction costs since the announcement of the Rocky Gap sale on August 25, 2022, $0.2 million of which were incurred in 2022 and $8.3 million of which were incurred in 2023. The results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and had historically been presented in the Company’s Distributed Gaming reportable segment. Since the announcement of the distributed gaming operations sale on March 3, 2023, the Company incurred $0.8 million and $0.4 million in transaction costs related to the sales of the distributed gaming operations in Montana and Nevada, respectively, for the year ended December 31, 2023. The Company incurred an additional $2.3 million in transaction costs related to the sale of the distributed gaming operations in Nevada during the six months ended June 30, 2024. The Company recorded transaction costs in selling, general and administrative expenses as incurred.

The Company classifies assets as held for sale when a sale is probable, is expected to be completed within one year, and the asset

group meets all of the accounting criteria to be classified as held for sale. Gains or losses associated with the disposal of assets held for sale are recorded within operating expenses, and the Company ceases recording depreciation and amortization of the long-lived assets included in the sale from the date of execution of the definitive agreement for the sale.

The assets and liabilities of the distributed gaming operations in Nevada classified as held for sale as of December 31, 2023, and subsequently sold on January 10, 2024, are presented in the table below:


	December 31, 2023
(In thousands)	Distributed Gaming- Nevada
ASSETS
Current assets
Cash and cash equivalents	$	40,050
Accounts receivables, net	1,945
Prepaid expenses	1,018
Other	2,298
Total current assets held for sale	45,311
Property and equipment, net	21,221
Operating lease right-of-use assets, net	33,601
Goodwill	69,452
Intangible assets, net	28,379
Other assets	6,307
Total assets held for sale	$	204,271
LIABILITIES
Current liabilities
Current portion of long-term debt and finance leases	$	1,131
Current portion of operating leases	23,323
Accounts payable	1,826
Accrued payroll and related	1,123
Other accrued liabilities	1,151
Total current liabilities related to assets held for sale	28,554
Non-current operating leases	10,614
Other long-term obligations	65
Total liabilities related to assets held for sale	$	39,233

The following information presents the revenues and pretax income generated by Rocky Gap and the Company’s distributed gaming operations in Montana and Nevada previously reported as held for sale and divested on July 25, 2023, September 13, 2023 and January 10, 2024, respectively:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2024		2023		2024		2023
Maryland Casino Resort
Revenues	$	—	$	19,605	$	—	$	37,733
Pretax income	—		5,693		—		10,810
Distributed Gaming- Montana
Revenues	$	—	$	28,120	$	—	$	56,673
Pretax income	—		3,499		—		5,958
Distributed Gaming- Nevada
Revenues	$	—	$	60,964	$	6,019	$	122,812
Pretax income	—		5,901		476		10,985

Note 3 — Property and Equipment

Property and equipment, net, consisted of the following:


(In thousands)	June 30, 2024		December 31, 2023
Land	$	125,240	$	125,240
Building and improvements	971,975		955,859
Furniture and equipment	208,841		190,048
Construction in process	9,846		10,561
Property and equipment	1,315,902		1,281,708
Accumulated depreciation	(537,531)		(495,563)
Property and equipment, net	$	778,371	$	786,145

Depreciation expense for property and equipment, including finance leases, was $22.0 million and $43.7 million for the three and six months ended June 30, 2024, respectively, and $21.1 million and $43.3 million for the three and six months ended June 30, 2023, respectively.

The Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company concluded that there was no impairment of the Company’s long-lived assets for the three and six months ended June 30, 2024 and 2023.

Note 4 — Goodwill and Intangible Assets

The Company tests goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Finite-lived intangible assets are evaluated for potential impairment whenever there is an indicator that the carrying value of an asset group may not be recoverable. Based on the results of its interim impairment assessments conducted during the three and six months ended June 30, 2024 and 2023, the Company concluded that there was no impairment of the Company’s goodwill and intangible assets.

The following table summarizes goodwill balances by reportable segment:


(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Nevada Taverns		Total Goodwill
Balance, December 31, 2023	$	22,105	$	38,187	$	24,033	$	84,325
Goodwill acquired (1)	—		—		3,988		3,988
Balance, June 30, 2024	$	22,105	$	38,187	$	28,021	$	88,313

(1) Related to the acquisition of GAP taverns discussed in “Note 1 — Nature of Bu siness and basis of Presentation.”

Intangible assets, net, consisted of the following:


	June 30, 2024
(In thousands)	Useful Life (Years)	Gross Carrying Value		Cumulative Amortization		Cumulative Impairment		Intangible Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	55,524	$	—	$	(6,890)	$	48,634
		55,524		—		(6,890)		48,634
Amortizing intangible assets
Player relationships	2-14	44,268		(41,457)		—		2,811
Non-compete agreements	2-5	7,147		(3,238)		—		3,909
		51,415		(44,695)		—		6,720
Balance, June 30, 2024		$	106,939	$	(44,695)	$	(6,890)	$	55,354


	December 31, 2023
(In thousands)	Useful Life (Years)	Gross Carrying Value		Cumulative Amortization		Cumulative Impairment		Intangible Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	54,790	$	—	$	(6,890)	$	47,900
		54,790		—		(6,890)		47,900
Amortizing intangible assets
Player relationships	2-14	43,916		(41,050)		—		2,866
Non-compete agreements	2-5	5,747		(2,578)		—		3,169
		49,663		(43,628)		—		6,035
Balance, December 31, 2023		$	104,453	$	(43,628)	$	(6,890)	$	53,935

Total amortization expense related to intangible assets was $0.6 million and $1.0 million for the three and six months ended June 30, 2024, respectively, and $0.4 million and $1.7 million for the three and six months ended June 30, 2023, respectively.

Note 5 — Accrued Liabilities

Accrued liabilities consisted of the following:


(In thousands)	June 30, 2024		December 31, 2023
Gaming liabilities	$	11,559	$	10,726
Uncertain tax positions payable	8,053		7,755
Dividend payable	7,123		—
Accrued taxes, other than income taxes	5,271		5,193
Other accrued liabilities	5,170		4,538
Deposits	2,033		1,855
Interest	250		4,572
Total current accrued liabilities	$	39,459	$	34,639

Note 6 — Long-Term Debt

Long-term debt, net, consisted of the following:


(In thousands)	June 30, 2024		December 31, 2023
Term Loan B-1	$	396,000	$	398,000
2026 Unsecured Notes	—		276,453
Finance lease liabilities	4,671		1,691
Notes payable	—		438
Total long-term debt and finance leases	400,671		676,582
Unamortized discount	(4,029)		(7,423)
Unamortized debt issuance costs	(3,700)		(6,042)
Total long-term debt and finance leases after debt issuance costs and discount	392,942		663,117
Current portion of long-term debt and finance leases	(4,699)		(4,596)
Long-term debt, net and finance leases	$	388,243	$	658,521

Senior Secured Credit Facility

The Company’s senior secured credit facility with JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent) (the “Credit Facility”) comprises a $400 million term loan B-1 facility (the “Term Loan B-1”) and a $240 million revolving credit facility (the “Revolving Credit Facility”). As of June 30, 2024, the Company had $396 million in principal amount of outstanding Term Loan B-1 borrowings under its Credit Facility, no outstanding letters of credit and no borrowings under the Revolving Credit Facility, such that the full borrowing availability of $240 million under the Revolving Credit Facility was available to the Company.

On May 26, 2023, the Company modified the terms of the Credit Facility by (1) extending the maturity date of the Revolving

Credit Facility from April 20, 2024 to the earlier of May 26, 2028 and 91 days prior to April 15, 2026, the stated maturity date of the Company’s 7.625% Senior Notes due 2026 (“2026 Unsecured Notes”), for so long as any indebtedness remains outstanding under the 2026 Unsecured Notes (the “Springing Maturity Date”), and (2) establishing Term Loan B-1 with a maturity date of the earlier of May 26, 2030 and the Springing Maturity Date. Term Loan B-1 was fully drawn at the time of such modification, with the proceeds thereof used to repay a portion of the Company’s then-existing term loan B borrowings under the Credit Facility (the “Term Loan B”). The remainder of the Term Loan B was repaid in full in July 2023 using a portion of the proceeds from the sale of Rocky Gap. On April 15, 2024, the Company redeemed and repaid in full all of its 2026 Unsecured Notes, thereby eliminating the Springing Maturity Date provision, meaning that the maturity date of the Revolving Credit Facility is now fixed at May 26, 2028 and the maturity date of the Term Loan B-1 is now fixed at May 26, 2030.

On May 29, 2024, the Company further modified the terms of the Credit Facility to reduce the interest rate margins applicable to borrowings under the Term Loan B-1. Under the amended Credit Facility, the Term Loan B-1 bears interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.50%), plus a margin of 1.25%, or (2) the Term SOFR rate for the applicable interest period (subject to a floor of 0.50%), plus a margin of 2.25%. The modification eliminated the Term SOFR credit spread adjustment of 0.10% with respect to the Company’s Term Loan B-1. The Company incurred $0.9 million in fees and recorded a loss on debt modification of less than $0.1 million for the debt issuance costs and discount related to the Term Loan B-1 as a result of this modification of the Credit Facility. The modification did not amend the terms of the Revolving Credit Facility.

Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.00%), plus a margin ranging from 1.00% to 1.50% based on the Company’s net leverage ratio, or (2) the Term SOFR rate for the applicable interest period plus a credit spread adjustment of 0.10%, plus a margin ranging from 2.00% to 2.50% based on the Company’s net leverage ratio. The weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facility for the three and six months ended June 30, 2024 was 7.96% and 8.07%, respectively.

The Term Loan B-1 is repayable in quarterly installments of $1 million each, which commenced in September 2023, followed by a final installment of $373 million due at maturity.

The Company was in compliance with its financial and other covenants under the Credit Facility as of June 30, 2024.

Senior Unsecured Notes

On April 15, 2019, the Company issued $375 million in principal amount of 2026 Unsecured Notes in a private placement to institutional buyers at face value. The 2026 Unsecured Notes bore interest at 7.625%, payable semi-annually on April 15th and October 15th of each year. On April 15, 2024, the Company redeemed and repaid in full all of its 2026 Unsecured Notes for an aggregate amount equal to $287.0 million, consisting of $276.5 million in principal and $10.5 million in accrued and unpaid interest, and discharged all of the Company’s obligations under the indenture governing the 2026 Unsecured Notes. The Company recorded a $4.4 million loss on debt extinguishment primarily related to the debt issuance costs and discount written off upon the redemption of the 2026 Unsecured Notes.

Note 7 — Shareholders’ Equity and Stock Incentive Plans

Share Repurchase Program

On July 27, 2023, the Company’s Board of Directors increased its share repurchase program to $100 million. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. There is no minimum number of shares that the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. As of June 30, 2024, the Company had $61.4 million of remaining share repurchase availability under its July 27, 2023 authorization.

The Company did not repurchase any of its shares during the three and six months ended June 30, 2023. The following table includes the Company’s share repurchase activity for the three and six months ended June 30, 2024:


	Three and Six Months Ended June 30,
	2024
(In thousands, except per share data)
Shares repurchased (1)	989
Total cost, including brokerage fees	$	29,530
Average repurchase price per share (2)	$	29.85

(1)All repurchased shares were retired and constitute authorized but unissued shares.

(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.

Dividends

On February 27, 2024, the Company’s Board of Directors declared a recurring quarterly cash dividend of $0.25 per share of the Company’s common stock, the first of which was paid on April 4, 2024 to shareholders of record as of March 18, 2024 in the amount of $7.2 million in the aggregate.

On May 2, 2024, the Company’s Board of Directors authorized its second recurring quarterly cash dividend of $0.25 per share of the Company’s common stock, which was paid on July 2, 2024 to shareholders of record as of June 14, 2024 in the amount of $7.1 million in aggregate.

Stock Options

The following table summarizes the Company’s stock option activity:


	Stock Options
	Shares	Weighted-Average Exercise Price
Outstanding at January 1, 2024	1,911,354	$	9.19
Granted	—	$	—
Exercised	(366,000)	$	9.38
Cancelled	—	$	—
Expired	—	$	—
Outstanding at June 30, 2024	1,545,354	$	9.14
Exercisable at June 30, 2024	1,545,354	$	9.14

There was no share-based compensation expense related to stock options for the three and six months ended June 30, 2024 and 2023. The Company did not have any remaining unrecognized share-based compensation expense related to stock options as of June 30, 2024 and 2023.

Restricted Stock Units

The following table summarizes the Company’s activity related to RSUs and PSUs:


	RSUs			PSUs
	Shares	Weighted-Average Grant Date Fair Value		Shares		Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2024	428,762	$	34.09	471,935	(1)	$	36.40
Granted	226,310	$	33.65	131,906	(2)	$	34.06
Vested	(179,367)	$	37.71	(272,362)	(3)	$	29.00
Cancelled	(8,162)	$	38.84	(42,568)	(4)	$	41.83
Outstanding at June 30, 2024	467,544	$	32.43	288,911		$	41.33

(1) Includes PSUs granted in March 2021 (“2021 PSU Awards”) listed at 200% of the target (based on awards deemed “earned”), PSUs granted in March 2022 listed at 89.6% of the target (based on awards deemed “earned”) and PSUs granted in March 2023 (“2023 PSU Awards”) listed at 100% of the target.

(2) The number of shares for the PSUs listed as granted represents the “target” number of PSUs granted to each recipient eligible to vest if the Company meets its “target” performance goals for the applicable period. The actual number of PSUs eligible to vest for those PSUs will vary depending on whether or not the Company meets or exceeds the applicable threshold, target, or maximum performance goals for the PSUs, with 200% of the “target” number of PSUs eligible to vest at “maximum” performance levels.

(3) Represents 2021 PSU Awards that vested in March 2024 at 200% of the target PSUs.

(4) The Company’s financial results for the performance goals applicable to the 2023 PSU Awards were certified during the three months ended March 31, 2024 and 69.3% of the target 2023 PSU Awards were deemed “earned.” This resulted in the reduction of the PSUs listed as granted in March 2023 to the number of PSUs eligible to vest from 120,825 to 83,724. In addition, 5,467 shares of 2023 PSU Awards were forfeited during the three months ended June 30, 2024.

Share-based compensation expense related to RSUs was $1.4 million and $3.3 million for the three and six months ended June 30, 2024, respectively, and $1.9 million and $3.7 million for the three and six months ended June 30, 2023, respectively. Share-based compensation expense related to PSUs was $0.9 million and $2.1 million for the three and six months ended June 30, 2024, respectively, and $1.4 million and $2.9 million for the three and six months ended June 30, 2023, respectively.

As of June 30, 2024, there was $11.3 million and $6.8 million of unrecognized share-based compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of 1.7 years and 1.9 years for RSUs and PSUs, respectively. As of June 30, 2023, there was $11.2 million and $8.4 million of unrecognized share-based compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of 1.6 years and 1.4 years for RSUs and PSUs, respectively.

As of June 30, 2024, a total of 4,338,222 shares of the Company’s common stock remained available for grants of awards under the Golden Entertainment, Inc. 2015 Incentive Award Plan, which includes the annual increase in the number of shares available for grant on January 1, 2024 of 1,146,766 shares.

Note 8 — Income Tax

The Company’s effective income tax rates were (30.1)% and 39.1% for the three and six months ended June 30, 2024, respectively, and 25.7% and 22.7% for the three and six months ended June 30, 2023, respectively. The Company recorded income tax benefit of $0.1 million and income tax expense of $27.3 million for the three and six months ended June 30, 2024, respectively, and income tax expense of $4.2 million and $7.0 million for the three and six months ended June 30, 2023, respectively.

On April 30, 2024, the Internal Revenue Service (the “IRS”) notified the Company that the review of the Company’s 2017 and 2018 federal income tax returns was completed. As a result of the review, the Company’s fixed asset classification and related net operating losses for the respective tax years were adjusted, which resulted in recording $7.2 million in uncertain tax positions (“UTP”) with an additional $0.9 million of UTP payable related to interest as of June 30, 2024. The Company anticipates that it will update its historical filings with the IRS such that no UTP will remain by December 31, 2024.

Note 9 — Financial Instruments and Fair Value Measurements

Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

Financial assets and liabilities are classified 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.

Financial Instruments

The carrying values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short duration of these financial instruments.

The following table summarizes the fair value measurement of the Company’s long-term debt:


	June 30, 2024
(In thousands)	Carrying Amount		Fair Value		Fair Value Hierarchy
Term Loan B-1	$	396,000	$	397,980	Level 2
Finance lease liabilities	4,671		4,671		Level 3
Total debt	$	400,671	$	402,651


	December 31, 2023
(In thousands)	Carrying Amount		Fair Value		Fair Value Hierarchy
Term Loan B-1	$	398,000	$	399,493	Level 2
2026 Unsecured Notes	276,453		277,144		Level 2
Finance lease liabilities	1,691		1,691		Level 3
Notes payable	438		438		Level 3
Total debt	$	676,582	$	678,766

The estimated fair value of the Company’s Term Loan B-1 was based on a relative value analysis performed as of June 30, 2024 and December 31, 2023, and the estimated fair value of the Company’s 2026 Unsecured Notes was based on a relative value analysis performed as of December 31, 2023. As discussed in “Note 6 — Long-Term Debt,” the Company redeemed and repaid in full all of its 2026 Unsecured Notes on April 15, 2024 such that no obligations under the indenture governing the 2026 Unsecured Notes remained as of June 30, 2024. The finance lease liabilities and notes payable are fixed-rate debt, are not traded and do not have observable market inputs, and therefore, their fair value was estimated to be equal to the carrying value.

Note 10 — Commitments and Contingencies

Participation Agreements

Prior to their sale, the Company’s distributed gaming operations included slot placement contracts in the form of participation agreements. Under participation agreements, the Company and the business location each held a state issued gaming license in order to be able to receive a percentage of gaming revenue earned on the Company’s slot machines. The business location retained a percentage of the gaming revenue generated from the Company’s slot machines. The Company was considered to be the principal in these arrangements and therefore, recorded its share of revenue generated under participation agreements on a gross basis with the business location’s share of revenue recorded as gaming expenses.

The aggregate contingent payments recognized by the Company as gaming expenses under participation agreements were $3.9 million for the six months ended June 30, 2024, and $52.9 million and $106.2 million for the three and six months ended June 30, 2023, respectively.

Legal Matters and Other

From time to time, the Company is involved in a variety of lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of business, including proceedings concerning labor and employment matters, personal injury claims, breach of contract claims, commercial disputes, business practices, intellectual property, tax and other matters for which the Company records reserves. Although lawsuits, claims, investigations and other legal proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of its currently pending matters should not have a material adverse effect on its business, financial condition, results of operations or liquidity. Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense costs, diversion of management resources and other factors. In addition, it is possible that an unfavorable resolution of one or more such proceedings could in the future materially and adversely affect the Company’s business, financial condition, results of operations or liquidity in a particular period.

During the three months ended June 30, 2023, the Company received $8.1 million related to the sale of certain of its business interruption claims and incurred $2.4 million in fees related to this matter. The proceeds from the sale were included in other revenue and the fees were included in selling, general and administrative expenses in the Company’s statement of operations.

Note 11 — Segment Information

As of June 30, 2024, the Company conducted its business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.

The Nevada Casino Resorts segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities. The casino resort properties in this segment cater primarily to a regional drive-in customer base seeking a value-oriented vacation experience, with guests typically traveling from Southern California or Arizona. The Company’s casino resort properties in Nevada have a significantly larger number of hotel rooms compared to the other casino properties in its portfolio. While hotel stays at these casino resorts are typically longer, the overall frequency of visitation from guests is lower when compared to the Nevada Locals Casinos.

The Nevada Locals Casinos segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius of these properties. The Company’s locals casino properties typically experience a higher frequency of customer visits compared to its casino resort properties, with many of the customers visiting the Company’s Nevada Locals Casinos on a weekly basis. The casino properties within this reportable segment have no or a limited number of hotel rooms and offer fewer food and beverage outlets or other amenities, with revenues primarily generated from slot machine play.

The Nevada Taverns segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages and are typically limited to 15 slot machines. Prior to the sale of the Company’s distributed gaming operations in Nevada, the Company owned and operated the slot machines located within each tavern. Following the sale, slot machines at the Company’s branded tavern locations are owned and operated by the independent third party that acquired the distributed gaming operations from the Company.

As discussed in “Note 1 — Nature of Business and Basis of Presentation,” the Company completed the sales of Rocky Gap and its distributed gaming operations in Montana and Nevada on July 25, 2023, September 13, 2023 and January 10, 2024, respectively. Prior to its sale, the operations of Rocky Gap were presented in the Company’s Maryland Casino Resort reportable segment. Prior to their sale, the results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and presented in the Company’s Distributed Gaming reportable segment.

The Corporate and Other segment includes the Company’s cash and cash equivalents, miscellaneous receivables and corporate overhead. Costs recorded in the Corporate and Other segment have not been allocated to the Company’s reportable segments because these costs are not easily allocable and to do so would not be practical.

The Company presents Adjusted EBITDA in its segment disclosures because it is the primary metric used by the Company’s chief operating decision makers in measuring both the Company’s past and future expectations of performance. Further, the Company’s annual performance plan used to determine compensation of its executive officers and employees is tied to the Adjusted EBITDA metric. Adjusted EBITDA represents each segment’s earnings before depreciation and amortization, non-cash lease expense, share-based compensation expense, gain or loss on disposal of assets and business, loss on debt extinguishment and modification, preopening and related expenses, transaction costs, interest and other non-operating income (expense), income taxes, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results, calculated before corporate overhead (which is not allocated to each reportable segment).

Due to the Company’s use of Adjusted EBITDA as its measure of profit for its reportable segments, the Company includes a reconciliation of the total of the Company’s consolidated Adjusted EBITDA to the Company’s consolidated net income determined in accordance with GAAP. The Company also discloses Adjusted EBITDA at the reportable segment level, as set forth in the table below:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2024		2023		2024		2023
Revenues
Nevada Casino Resorts
Gaming	$	38,313	$	38,625	$	78,602	$	80,918
Food and beverage	23,951		24,473		48,214		48,704
Rooms	28,878		26,353		55,827		52,563
Other	9,951		13,111		19,462		20,553
Nevada Casino Resorts revenues	$	101,093	$	102,562	$	202,105	$	202,738
Nevada Locals Casinos
Gaming	$	26,211	$	28,796	$	54,031	$	58,445
Food and beverage	6,922		6,564		13,575		13,255
Rooms	2,544		2,416		4,995		5,238
Other	2,189		2,053		4,256		4,129
Nevada Locals Casinos revenues	$	37,866	$	39,829	$	76,857	$	81,067
Nevada Taverns
Gaming	$	13,723	$	13,187	$	26,582	$	26,212
Food and beverage	12,240		12,962		24,968		26,267
Other	2,189		1,170		4,409		2,433
Nevada Taverns revenues	$	28,152	$	27,319	$	55,959	$	54,912
Distributed Gaming (1)
Gaming	$	—	$	87,326	$	5,981	$	175,932
Food and beverage	—		187		17		365
Other	—		1,571		21		3,188
Distributed Gaming revenues	$	—	$	89,084	$	6,019	$	179,485
Maryland Casino Resort (2)
Gaming	$	—	$	14,421	$	—	$	28,935
Food and beverage	—		2,348		—		4,214
Rooms	—		2,149		—		3,694
Other	—		687		—		890
Maryland Casino Resort revenues	$	—	$	19,605	$	—	$	37,733
Corporate and other	223		8,282		441		8,797
Total revenues	$	167,334	$	286,681	$	341,381	$	564,732

(1) Comprised of distributed gaming operations in Montana (for the three and six months ended June 30, 2023 only) and Nevada, which were sold on September 13, 2023 and January 10, 2024, respectively.

(2) Comprised of the operations of Rocky Gap, which was sold on July 25, 2023.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2024		2023		2024		2023
Adjusted EBITDA
Nevada Casino Resorts	$	27,392	$	28,044	$	54,283	$	59,755
Nevada Locals Casinos	16,928		19,471		34,464		39,631
Nevada Taverns	7,791		8,450		15,352		16,988
Distributed Gaming (1)	—		9,950		484		19,734
Maryland Casino Resort (2)	—		5,898		—		11,026
Corporate and other	(10,919)		(13,403)		(22,399)		(26,557)
Total Adjusted EBITDA	41,192		58,410		82,184		120,577
Adjustments
Depreciation and amortization	(22,616)		(21,454)		(44,736)		(44,962)
Non-cash lease benefit (expense)	148		9		233		(24)
Share-based compensation	(2,450)		(3,288)		(5,719)		(7,181)
Gain (loss) on disposal of assets	—		34		(14)		120
(Loss) gain on sale of business	(792)		—		68,944		—
Loss on debt extinguishment and modification	(4,446)		(405)		(4,446)		(405)
Preopening and related expenses (3)	(4)		(141)		(143)		(525)
Transaction costs	(337)		(170)		(2,275)		(277)
Other, net	(1,606)		2,338		(4,797)		660
Interest expense, net	(8,610)		(18,803)		(19,296)		(37,039)
Income tax benefit (provision)	144		(4,248)		(27,349)		(7,032)
Net income	$	623	$	12,282	$	42,586	$	23,912

(1) Comprised of distributed gaming operations in Montana (for the three and six months ended June 30, 2023 only) and Nevada, which were sold on September 13, 2023 and January 10, 2024, respectively.

(2) Comprised of the operations of Rocky Gap, which was sold July 25, 2023.

(3) Preopening and related expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded taverns and food and beverage and other venues within the casino locations.

Assets

The Company’s assets by reportable segment consisted of the following amounts:


(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Nevada Taverns		Distributed Gaming		Corporate and Other		Consolidated
Balance at June 30, 2024	$	736,170	$	161,237	$	158,986	$	—	$	124,828	$	1,181,221

Balance at December 31, 2023	$	758,622	$	160,059	$	148,250	$	204,271	$	181,081	$	1,452,283

Note 12 — Related Party Transactions

In November 2018, the Company entered into a lease agreement for office space in a building adjacent to the Company’s office headquarters building to be constructed and owned by a company 33% beneficially owned by Blake L. Sartini, 3% beneficially owned by Stephen A. Arcana, and 1.67% beneficially owned by each of Mr. Sartini’s three children (including Blake L. Sartini II). Mr. Sartini serves as the Chairman of the Board and Chief Executive Officer of the Company and is co-trustee of The Blake L. Sartini and Delise F. Sartini Family Trust, which is a significant shareholder of the Company. Mr. Arcana serves as the Company’s Chief Development Officer. Mr. Sartini II serves as the Company’s Chief Operating Officer. The lease commenced in August 2020 and expires on December 31, 2030. The rent expense for the space was $0.1 million for each of the three months ended June 30, 2023 and 2024, and $0.2 million for each of the six months ended June 30, 2024 and 2023.

A portion of the Company’s office headquarters building is sublet to Sartini Enterprises, Inc., a company controlled by Mr. Sartini. Rental income for each of the three and six months ended June 30, 2024 and 2023 for the sublet portion of the office

headquarters building was less than $0.1 million. No amount was owed to the Company under such sublease as of June 30, 2024 and December 31, 2023.

From time to time, the Company’s executive officers and employees use a private aircraft leased to Sartini Enterprises, Inc. for Company business purposes pursuant to aircraft time-sharing, co-user and various cost-sharing agreements between the Company and Sartini Enterprises, Inc., all of which have been approved by the Audit Committee of the Board of Directors. The aircraft time-sharing, co-user and cost-sharing agreements specify the maximum expense reimbursement that Sartini Enterprises, Inc. can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and the flight crew. Such costs include fuel, landing fees, hangar and tie-down costs away from the aircraft’s operating base, flight planning and weather contract services, crew costs and other related expenses. The Company’s compliance department reviews the cost-sharing arrangements and reimbursements on a regular basis. On August 6, 2024, the Audit Committee of the Board of Directors approved an amendment to the aircraft time-sharing, co-user and cost-sharing agreement in connection with Sartini Enterprises, Inc.’s purchase of the aircraft. The terms and conditions of the amendment are materially consistent with the original agreement.

The Company did not incur any costs under the aircraft time-sharing, co-user and various cost-sharing agreements with Sartini Enterprises, Inc. for the three and six months ended June 30, 2024. The Company incurred less than $0.1 million under the aircraft time-sharing, co-user and various cost-sharing agreements with Sartini Enterprises, Inc. for the three months ended June 30, 2023, and the Company incurred $0.1 million under such agreements for the six months ended June 30, 2023. The Company was owed $0.2 million and $0.1 million under such agreements as of June 30, 2024 and December 31, 2023, respectively.

Note 13 — Subsequent Events

The Company’s management evaluates subsequent events through the date of issuance of the consolidated financial statements.

On August 6, 2024, the Company’s Board of Directors authorized its third recurring quarterly cash dividend as discussed in “Liquidity and Capital Resources” in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, as discussed in “Note 12 — Related Party Transactions,” on August 6, 2024, the Audit Committee of the Board of Directors approved an amendment to the aircraft time-sharing, co-user and cost-sharing agreement in connection with Sartini Enterprises, Inc.’s purchase of the aircraft. The terms and conditions of the amendment are materially consistent with the original agreement.

There were no additional subsequent events that occurred after June 30, 2024 but prior to the date of issuance of the consolidated financial statements that would require adjustment to or disclosure in the consolidated financial statements as of and for the three months ended June 30, 2024.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Quarterly Report on Form 10-Q, unless the context suggests otherwise, the terms “Golden,” “we,” “us” and “our” refer to Golden Entertainment, Inc. together with its subsidiaries.

The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) previously filed with the Securities and Exchange Commission (“SEC”).

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions, or they may use future dates. In addition, forward-looking statements include statements regarding our strategies, objectives, business opportunities and plans for future expansion, developments or acquisitions; anticipated future growth and trends in our business or key markets; projections of future financial condition, operating results, income, capital expenditures, costs or other financial items; anticipated regulatory and legislative changes; and other characterizations of future events or circumstances as well as other statements that are not statements of historical fact. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause our actual results to differ materially include: changes in national, regional and local economic and market conditions; legislative and regulatory matters (including the cost of compliance or failure to comply with applicable laws and regulations); increases in gaming taxes and fees in the jurisdictions in which we operate; litigation; increased competition; reliance on key personnel (including our Chief Executive Officer, President and Chief Financial Officer, and Chief Operating Officer); our ability to comply with covenants in our debt instruments; terrorist incidents; natural disasters; severe weather conditions (including weather or road conditions that limit access to our properties); the effects of environmental and structural building conditions; the effects of disruptions to our information technology and other systems and infrastructure; factors affecting the gaming, entertainment and hospitality industries generally; and other factors identified under the heading “Risk Factors” in our Annual Report or appearing elsewhere in this report and in our other filings with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the filing date of this report. We undertake no obligation to revise or update any forward-looking statements for any reason.

Overview

We own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. Our portfolio includes eight casino properties located in Nevada, as well as 71 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area.

We completed the sales of Rocky Gap Casino Resort (“Rocky Gap”) on July 25, 2023 for aggregate cash consideration of $260.0 million and our distributed gaming operations in Montana on September 13, 2023 for cash consideration of $109.0 million plus working capital and other adjustments and net of cash transferred at closing. On January 10, 2024, we completed the sale of our distributed gaming operations in Nevada for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to their sale, the operations of Rocky Gap were presented in our Maryland Casino Resort reportable segment, and the results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and presented in our Distributed Gaming reportable segment. Refer to “Note 2 — Divestitures” in Part I, Item 1: Financial Statements for further information.

On April 22, 2024, we acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired GAP taverns have been included in our Nevada Taverns reportable segment from the date of acquisition.

Operations

As of June 30, 2024, we conducted our business through three reportable segments: Nevada Casino Resorts, Nevada Locals

Casinos and Nevada Taverns.

The following table sets forth certain information regarding our operations by reportable segment as of June 30, 2024:


	Location	Casino Space (Sq. ft.)	Slot Machines	Table Games	Hotel Rooms
Nevada Casino Resorts
The STRAT Hotel, Casino & Tower (“The STRAT”)	Las Vegas, NV	80,000	798	38	2,429
Aquarius Casino Resort (“Aquarius”)	Laughlin, NV	69,750	1,032	29	1,905
Edgewater Casino Resort (“Edgewater”)	Laughlin, NV	67,600	616	13	1,037
Nevada Locals Casinos
Arizona Charlie’s Boulder	Las Vegas, NV	41,969	600	—	303
Arizona Charlie’s Decatur	Las Vegas, NV	67,360	722	10	259
Gold Town Casino	Pahrump, NV	10,000	157	—	—
Lakeside Casino & RV Park	Pahrump, NV	11,009	166	—	—
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)	Pahrump, NV	22,528	344	9	69
Nevada Taverns
71 branded tavern locations	Nevada	—	1,123	—	—
Totals		370,216	5,558	99	6,002

Nevada Casino Resorts

Our Nevada Casino Resorts segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities. The casino resort properties in this segment cater primarily to a regional drive-in customer base seeking a value-oriented vacation experience, with guests typically traveling from Southern California or Arizona. Our casino resort properties in Nevada have a significantly larger number of hotel rooms compared to the other casino properties in our portfolio. While hotel stays at these casino resorts are typically longer, the overall frequency of visitation from guests is lower when compared to our Nevada Locals Casinos.

The STRAT: The STRAT is our premier casino resort property, located on Las Vegas Boulevard on the north end of the Las Vegas Strip. The STRAT is comprised of a casino, a hotel and a tower, which includes indoor and outdoor observation decks, thrill rides and the SkyJump attraction. The STRAT offers hotel rooms, gaming, race and sports book facilities in an 80,000 square foot casino, ten restaurants, two rooftop pools, a fitness center, retail shops and entertainment facilities.

Laughlin casinos: We own and operate two casino resorts in Laughlin, Nevada, the Aquarius and the Edgewater, which are located approximately 90 miles from Las Vegas on the western bank of the Colorado River. In addition to hotel rooms, gaming, race and sports book facilities at each property, the Aquarius has eight restaurants and the Edgewater offers five restaurants. The Edgewater also offers a bingo facility and dedicated entertainment venues, including the Edge Pavilion and the Laughlin Event Center.

The operations of Colorado Belle Casino Resort have remained suspended since March 2020 and we voluntarily surrendered our gaming license for the property on June 30, 2023.

Nevada Locals Casinos

Our Nevada Locals Casinos segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius of our properties. Our locals casino properties typically experience a higher frequency of customer visits compared to our casino resort properties, with many of our customers visiting our Nevada Locals Casinos on a weekly basis. The casino properties within this reportable segment have no or a limited number of hotel rooms and offer fewer food and beverage outlets or other amenities, with revenues primarily generated from slot machine play.

Arizona Charlie’s casinos: Our Arizona Charlie’s Boulder and Arizona Charlie’s Decatur casino properties primarily serve local Las Vegas gaming patrons, and provide an alternative experience to the Las Vegas Strip. In addition to hotel rooms, gaming, race and sports book facilities and bingo facilities, Arizona Charlie’s Boulder offers three restaurants and an RV park with 221 RV

hook-up sites and Arizona Charlie’s Decatur offers four restaurants.

Pahrump casinos: We own and operate three casino properties in Pahrump, Nevada, which is located approximately 60 miles from Las Vegas and is a gateway to Death Valley National Park. In addition to gaming and race and sports book facilities at each of our Pahrump casino properties, the Pahrump Nugget offers hotel rooms, four restaurants, bingo, a bowling center, and a 5,200 square foot banquet and event center. Our Lakeside Casino & RV Park also offers a bingo facility, a restaurant and 159 RV hook-up sites.

Nevada Taverns

Our Nevada Taverns segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages, and are typically limited to 15 slot machines. Most of our branded taverns are located in the greater Las Vegas, Nevada metropolitan area and cater to local patrons seeking more convenient entertainment establishments than traditional casino properties. Our tavern patrons are typically younger than traditional casino customers, which diversifies our customer demographic. Prior to the sale of our distributed gaming operations in Nevada, we owned and operated the slot machines located within each tavern. Following the sale, slot machines at our branded tavern locations are owned and operated by the independent third party that acquired the distributed gaming operations from us. Our tavern brands include PT’s Pub, PT’s Gold, PT’s Ranch, PT’s Place, PT’s Wings & Sports, Sean Patrick’s, Sierra Gold, SG Bar, Sierra Junction, Lucky’s and GAP. As of June 30, 2024, we owned and operated 71 branded taverns, which offered over 1,100 onsite slot machines.

Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024 and 2023.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2024		2023		2024		2023
Revenues
Gaming	$	78,247	$	182,355	$	165,196	$	370,442
Food and beverage	43,113		46,534		86,774		92,805
Rooms	31,422		30,918		60,822		61,495
Other	14,552		26,874		28,589		39,990
Total revenues	167,334		286,681		341,381		564,732
Expenses
Gaming	20,764		105,380		47,655		212,306
Food and beverage	34,300		33,645		68,476		67,667
Rooms	16,452		15,359		32,686		30,140
Other	2,784		7,905		6,864		11,735
Selling, general and administrative	56,087		67,093		116,074		129,129
Depreciation and amortization	22,616		21,454		44,736		44,962
(Gain) loss on disposal of assets	—		(34)		14		(120)
Loss (gain) on sale of business	792		—		(68,944)		—
Preopening expenses	4		141		143		525
Total expenses	153,799		250,943		247,704		496,344
Operating income	13,535		35,738		93,677		68,388
Non-operating expense
Interest expense, net	(8,610)		(18,803)		(19,296)		(37,039)
Loss on debt extinguishment and modification	(4,446)		(405)		(4,446)		(405)
Total non-operating expense, net	(13,056)		(19,208)		(23,742)		(37,444)
Income before income tax benefit (provision)	479		16,530		69,935		30,944
Income tax benefit (provision)	144		(4,248)		(27,349)		(7,032)
Net income	$	623	$	12,282	$	42,586	$	23,912

Three and Six Months Ended June 30, 2024 Compared to Three and Six Months Ended June 30, 2023

Revenues

The $119.3 million, or 42%, decrease in revenues for the three months ended June 30, 2024 compared to the prior year period resulted from decreases of $104.1 million, $3.4 million and $12.3 million in gaming, food and beverage, and other revenues, respectively, offset by $0.5 million increase in rooms revenues. The decrease in gaming revenues was primarily attributable to the exclusion of the results of Rocky Gap and our distributed gaming operations in Montana and Nevada from their respective dates of sale on July 25, 2023, September 13, 2023 and January 10, 2024, respectively. The decrease in food and beverage revenues was primarily driven by the exclusion of the results of Rocky Gap, followed by fewer beverage outlets at certain of our Nevada Casino Resorts properties and less visitation to our Laughlin casino resorts due to a decrease in the number of events hosted at our Laughlin Event Center, which also resulted in lower other revenues for the current year period. In addition, during the three months ended June 30, 2023, other revenues benefited from the sale of certain of our business interruption claims. The $0.5 million increase in rooms revenue was driven by higher occupancy at our Nevada Casino Resorts following the completion of the room remodels at The STRAT.

The $223.4 million, or 40%, decrease in revenues for the six months ended June 30, 2024 compared to the prior year period resulted from decreases of $205.2 million, $6.1 million, $0.7 million, and $11.4 million in gaming, food and beverage, rooms, and other revenues, respectively. The decrease in gaming revenues was primarily attributable to the exclusion of the results of Rocky Gap and our distributed gaming operations in Montana and Nevada from their respective dates of sale. The decrease in food and beverage revenues was primarily driven by the exclusion of the results of Rocky Gap as well as fewer beverage outlets at certain of our Nevada Casino Resorts properties during the current year period. Lower rooms revenues were also driven by the exclusion of the results of Rocky Gap, partially offset by higher occupancy at our Nevada Casino Resorts following the completion of the room remodels at The STRAT. The decrease in other revenues was driven by the year-over-year trends observed for the three months ended June 30, 2024 discussed above.

Operating Expenses

The $88.0 million, or 54%, decrease in operating expenses for the three months ended June 30, 2024 compared to the prior year period related to an $84.6 million and $5.1 million decrease in gaming and other expenses, respectively, partially offset by the increases of $0.6 million and $1.1 million in food and beverage and rooms operating expenses, respectively. The decrease in gaming operating expenses was primarily attributable to the exclusion of the results of Rocky Gap and our distributed gaming operations in Montana and Nevada following their respective dates of sale. The decrease in other expenses was driven primarily by a decrease in the number of events hosted at our Laughlin Event Center. The increases in food and beverage and rooms operating expenses were primarily attributable to higher labor costs incurred at The STRAT during the three months ended June 30, 2024.

The $166.2 million, or 52%, decrease in operating expenses for the six months ended June 30, 2024 compared to the prior year period resulted from decreases of $164.6 million and $4.9 million in gaming and other expenses, respectively. The decrease was partially offset by increases of $0.8 million and $2.5 million in food and beverage and rooms operating expenses, respectively. The changes in operating expenses for the six months ended June 30, 2024 compared to the prior year period were driven by the year-over-year trends observed for the three months ended June 30, 2024 discussed above.

Selling, General and Administrative Expenses

The $11.0 million, or 16%, decrease in selling, general and administrative (“SG&A”) expenses for the three months ended June 30, 2024 compared to the prior year period was primarily attributable to the exclusion of the results of Rocky Gap and our distributed gaming operations in Montana and Nevada following their respective dates of sale. This decrease was partially offset by an increase in costs related to insurance, utilities, legal and vendor fees, and maintenance contract fees.

The $13.1 million, or 10%, decrease in SG&A expenses for the six months ended June 30, 2024 compared to the prior year period was driven by the year-over-year trends observed for the three months ended June 30, 2024 discussed above. The decrease in SG&A expenses for the six months ended June 30, 2024 was also offset by $2.3 million in transaction costs related to these sales, compared to $0.3 million for the six months ended June 30, 2023.

SG&A expenses are comprised of marketing and advertising, utilities, building rent, maintenance contracts, corporate office overhead, information technology, legal, accounting, third-party service providers, executive compensation, share-based compensation, payroll expenses and payroll taxes.

Depreciation and Amortization

The increase in depreciation and amortization expenses of $1.2 million, or 5%, for the three months ended June 30, 2024

compared to the prior year period was primarily related to the addition of four Lucky’s Lounge & Restaurant locations in November 2023 and two GAP locations in April 2024 and depreciation of new assets placed in service upon completion of the room remodels at The STRAT.

The decrease of $0.2 million, or 1%, in depreciation and amortization expenses for the six months ended June 30, 2024 was driven by the impairment of the long-lived assets of Colorado Belle recorded in 2023, partially offset by the depreciation and amortization of the new assets placed in service upon completion of the room remodels at The STRAT.

Gain or Loss on Disposal of Assets

Loss on disposal of assets for the three and six months ended June 30, 2024 was primarily driven by disposal of used non-gaming equipment in our Nevada Taverns segment. Gain on disposal of assets for the three and six months ended June 30, 2023 was primarily driven by sales of used gaming equipment in our Distributed Gaming segment.

Gain or Loss on Sale of Business

The $68.9 million gain on sale of business for the six months ended June 30, 2024 was driven by the sale of our distributed gaming operations in Nevada on January 10, 2024. The $0.8 million loss on sale of business for the three months ended June 30, 2024 related to the final working capital adjustment recorded for the sale of our distributed gaming operations in Nevada.

Preopening Expenses

Preopening expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded tavern and casino locations as well as food and beverage and other venues within our casino locations. Preopening expenses for the three and six months ended June 30, 2024 and 2023 were related to our new branded tavern openings within our Nevada Taverns segment.

Non-Operating Expense, Net

The decrease in non-operating expense, net of $6.2 million, or 32%, and $13.7 million, or 37%, for the three and six months ended June 30, 2024, respectively, compared to the prior year periods was primarily related to the decrease in interest expense, net in the amount of $10.2 million and $17.7 million for the three and six months ended June 30, 2024, respectively. The decrease in interest expense, net was primarily attributable to the reduction in the amount of debt obligations outstanding and higher interest income generated during the current year period. The interest expense reduction was partially offset by the $4.0 million increase in loss on debt extinguishment and modification primarily due to the write-off of debt issuance costs and discount as a result of the redemption of all of our 7.625% Senior Notes due 2026 (“2026 Unsecured Notes”) on April 15, 2024. Refer to “Note 6 — Long-Term Debt” in Part I, Item 1: Financial Statements for further information.

Income Taxes

The effective income tax rates were (30.1)% and 39.1% for the three and six months ended June 30, 2024, respectively. The effective income tax rate for the three months ended June 30, 2024 differed from the federal income tax rate of 21% primarily due to the excess tax benefit on option exercises, and the effective income tax rate for the six months ended June 30, 2024 differed from the federal income tax rate of 21% primarily due to the tax effect of the sale of our distributed gaming operations in Nevada. The effective income tax rates were 25.7% and 22.7% for the three and six months ended June 30, 2023, respectively, which differed from the federal tax rate of 21% primarily due to the limitation on tax deductions for executive compensation in excess of $1 million under Section 162(m) of the Internal Revenue Code.

Revenues and Adjusted EBITDA by Reportable Segment

To supplement our consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”), we use Adjusted EBITDA because it is the primary metric used by our chief operating decision makers and investors in measuring both our past and future expectations of performance. Adjusted EBITDA provides useful information to the users of our financial statements by excluding specific expenses and gains that we believe are not indicative of our core operating results. Furthermore, our annual performance plan used to determine compensation for our executive officers and employees is tied to the Adjusted EBITDA metric. It is also a measure of operating performance widely used in the gaming industry. The presentation of this additional information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. In addition, other companies in our industry may calculate Adjusted EBITDA differently than we do.

We define “Adjusted EBITDA” as earnings before depreciation and amortization, non-cash lease expenses, shared-based compensation expense, gain or loss on disposal of assets and business, loss on debt extinguishment and modification, preopening

and related expenses, transaction costs, interest and other non-operating income (expense), income taxes, and other non-cash charges that are deemed to be not indicative of our core operating results, calculated before corporate overhead (which is not allocated to each reportable segment).

The following table presents our total revenues and Adjusted EBITDA by reportable segment and a reconciliation of net income to Adjusted EBITDA:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2024		2023		2024		2023
Revenues
Nevada Casino Resorts	$	101,093	$	102,562	$	202,105	$	202,738
Nevada Locals Casinos	37,866		39,829		76,857		81,067
Nevada Taverns	28,152		27,319		55,959		54,912
Distributed Gaming (1)	—		89,084		6,019		179,485
Maryland Casino Resort (2)	—		19,605		—		37,733
Corporate and other	223		8,282		441		8,797
Total Revenues	$	167,334	$	286,681	$	341,381	$	564,732

Adjusted EBITDA
Nevada Casino Resorts	$	27,392	$	28,044	$	54,283	$	59,755
Nevada Locals Casinos	16,928		19,471		34,464		39,631
Nevada Taverns	7,791		8,450		15,352		16,988
Distributed Gaming (1)	—		9,950		484		19,734
Maryland Casino Resort (2)	—		5,898		—		11,026
Corporate and other	(10,919)		(13,403)		(22,399)		(26,557)
Total Adjusted EBITDA	$	41,192	$	58,410	$	82,184	$	120,577

Net income	$	623	$	12,282	$	42,586	$	23,912
Adjustments
Depreciation and amortization	22,616		21,454		44,736		44,962
Non-cash lease (benefit) expense	(148)		(9)		(233)		24
Share-based compensation	2,450		3,288		5,719		7,181
(Gain) loss on disposal of assets	—		(34)		14		(120)
Loss (gain) on sale of business	792		—		(68,944)		—
Loss on debt extinguishment and modification	4,446		405		4,446		405
Preopening and related expenses (3)	4		141		143		525
Transaction costs	337		170		2,275		277
Other, net	1,606		(2,338)		4,797		(660)
Interest expense, net	8,610		18,803		19,296		37,039
Income tax (benefit) provision	(144)		4,248		27,349		7,032
Adjusted EBITDA	$	41,192	$	58,410	$	82,184	$	120,577

(1)Comprised of distributed gaming operations in Montana (for the three and six months ended June 30, 2023 only) and Nevada, which were sold on September 13, 2023 and January 10, 2024, respectively.

(2)Comprised of the operations of Rocky Gap, which was sold of July 25, 2023.

(3)Preopening and related expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded taverns and food and beverage and other venues within the casino locations.

Nevada Casino Resorts

Revenues decreased by $1.5 million, or 1%, for the three months ended June 30, 2024 compared to the prior year period primarily due to decreases of $0.3 million, $0.5 million, and $3.2 million in gaming, food and beverage, and other revenues, respectively,

offset by $2.5 million increase in rooms revenues. The decrease in gaming revenues for the three months ended June 30, 2024 was primarily driven by lower slot revenues, compared to the prior year period. The decrease in food and beverage revenue was primarily driven by less visitation to our Laughlin casino resorts due to a decrease in the number of events hosted at our Laughlin Event Center, which also resulted in lower entertainment revenues included in other revenues for the current year period. The increase in rooms revenues for the current year period was primarily driven by higher occupancy and average daily rates at The STRAT due to the completion of the room remodels.

Revenues decreased by $0.6 million, or 0.3%, for the six months ended June 30, 2024 compared to the prior year period primarily due to decreases of $2.3 million, $0.5 million, and $1.1 million in gaming, food and beverage, and other revenues, respectively, offset by $3.3 million increase in rooms revenues, and were driven by the year-over-year trends observed for the three months ended June 30, 2024 discussed above.

Adjusted EBITDA decreased by $0.7 million, or 2%, and $5.5 million, or 9%, for the three and six months ended June 30, 2024, respectively, compared to prior year periods primarily due to higher labor costs incurred at The STRAT during the current year and the reduction in revenues compared to the prior year period.

Nevada Locals Casinos

Revenues decreased by $2.0 million, or 5%, for the three months ended June 30, 2024 compared to the prior year period primarily due to a decrease of $2.6 million in gaming revenues, partially offset by an increase of $0.4 million in food and beverage revenues and increases of $0.1 million each in rooms and other revenues. The decrease in gaming revenue was primarily attributable to lower slot revenues at our Arizona Charlie’s casinos due to lower visitation from our rated players, compared to the prior year period. The increase in food and beverage revenue was primarily attributable to the addition of a new food and beverage outlet at our Arizona Charlie’s casinos. The increase in rooms revenues was primarily attributable to higher average daily rates during the current year period and the increase in other revenue was primarily driven by an increase in tenant lease revenue.

Revenues decreased by $4.2 million, or 5%, for the six months ended June 30, 2024 compared to the prior year period primarily due to decreases of $4.4 million and $0.2 million in gaming and rooms revenues, respectively, offset by increases of $0.3 million and $0.1 million in food and beverage and other revenues, respectively. The changes in gaming, food and beverage and other revenues were primarily driven by the year-over-year trends observed for the three months ended June 30, 2024 discussed above. The decrease in rooms revenues for the six months ended June 30, 2024 was primarily driven by lower occupancy at our Arizona Charlie’s casinos.

Adjusted EBITDA decreased by $2.5 million, or 13%, and $5.2 million, or 13%, for the three and six months ended June 30, 2024, respectively, compared to prior year periods, primarily due to higher labor costs during the current year periods and the reduction in revenues compared to the prior year periods.

Nevada Taverns

Revenues increased by $0.8 million, or 3%, for the three months ended June 30, 2024 compared to the prior year period primarily due to increases of $0.5 million and $1.0 million in gaming and other revenues, respectively, offset by a decrease of $0.7 million in food and beverage revenues. Our Nevada Taverns experienced lower visitation during the current year period, which impacted our food and beverages revenues for the three months ended June 30, 2024. Other revenue increased compared to the prior year period due to certain of our taverns operating under a space lease arrangement where we receive a fixed monthly rental fee.

Revenues increased by $1.0 million, or 2%, for the six months ended June 30, 2024 compared to the prior year period, primarily due to increases of $0.3 million and $2.0 million in gaming and other revenues, respectively, partially offset by a decrease of $1.3 million in food and beverage revenues. The changes were primarily driven by the year-over-year trends observed for the three months ended June 30, 2024 discussed above.

Adjusted EBITDA decreased by $0.7 million, or 8%, and $1.6 million, or 10%, for the three and six months ended June 30, 2024, respectively, compared to the prior year periods primarily due to higher labor costs and cost of goods in the current year periods.

Distributed Gaming

This reportable segment was comprised of our distributed gaming operations in Montana and Nevada, which were sold on September 13, 2023 and January 10, 2024, respectively. Refer to “Note 1 — Nature of Business and Basis of Presentation” and “Note 2 — Divestitures” in Part I, Item 1: Financial Statements for further information. The decreases in revenues and Adjusted EBITDA compared to the prior year periods reflected the exclusion of results from our distributed gaming operations in Montana and Nevada following their respective dates of sale.

Adjusted EBITDA Margin

For the three months ended June 30, 2024, Adjusted EBITDA as a percentage of segment revenues (or Adjusted EBITDA margin) was 27%, 45% and 28% for Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns segments, respectively, compared to Adjusted EBITDA margins of 27%, 49% and 31%, respectively, for the prior year period. For the six months ended June 30, 2024, Adjusted EBITDA margins were 27%, 45% and 27% for Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns segments, respectively, compared to Adjusted EBITDA margins of 29%, 49% and 31%, respectively, for the prior year period.

The lower Adjusted EBITDA margins for the three and six months ended June 30, 2024 were primarily attributable to increases in labor costs and cost of goods compared to the prior year period.

Liquidity and Capital Resources

As of June 30, 2024, we had $88.6 million in cash and cash equivalents. We believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our $240 million revolving credit facility (the “Revolving Credit Facility”) will be sufficient to meet our capital requirements during the next 12 months. As of June 30, 2024, we had borrowing availability of $240 million under our Revolving Credit Facility (refer to “Note 6 — Long-Term Debt” in Part I, Item 1: Financial Statements for additional information regarding our Revolving Credit Facility). As discussed above, on January 10, 2024, we sold our distributed gaming operations in Nevada for aggregate cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. In addition, on February 27, 2024 our Board of Directors declared a recurring quarterly cash dividend of $0.25 per share of our common stock, the first of which was paid on April 4, 2024 to shareholders of record as of March 18, 2024 in the amount of $7.2 million in the aggregate, and the second of which was paid on July 2, 2024 to shareholders of record as of June 14, 2024 in the amount of $7.1 million in aggregate. On August 6, 2024, our Board of Directors authorized our third recurring quarterly cash dividend of $0.25 per share of our common stock payable on October 2, 2024 to shareholders of record as of September 17, 2024.

During the three months ended June 30, 2024, we reduced our long-term debt obligations by redeeming in full all of our 2026 Unsecured Notes, and we modified the terms of our senior secured credit facility with JPMorgan Chase Bank, N.A. (the “Credit Facility”) to reduce the interest rate margins applicable to term loan borrowings under the Credit Facility. The transactions improved our net leverage and are expected to have a positive impact on our ability to access capital resources in the future. Refer to “Note 6 — Long-Term Debt” in Part I, Item 1: Financial Statements for additional information.

Our operating results and performance depend significantly on national, regional and local economic conditions and their effect on consumer spending. Declines in consumer spending would cause revenues generated by our operations to be adversely affected.

To further enhance our liquidity position or to finance any future acquisition or other business investment initiatives, we may obtain additional financing, which could consist of debt, convertible debt or equity financing from public and/or private credit and capital markets.

Cash Flows

Net cash provided by operating activities was $47.3 million and $100.9 million for the six months ended June 30, 2024 and 2023, respectively. The $53.6 million, or 53%, decrease in operating cash flows for the six months ended June 30, 2024 compared to the prior year period was primarily related to a decrease in operating income primarily as a result of divestitures of Rocky Gap and our distributed gaming operations in Montana and Nevada and the timing of working capital spending.

Net cash provided by investing activities of $163.0 million for the six months ended June 30, 2024 was primarily related to the cash receipts of $204.1 million from the sale of our distributed gaming operations in Nevada in January 2024, offset by $33.8 million spent on capital expenditures, primarily at The STRAT, and $7.3 million spent on the acquisition of GAP. Net cash used in investing activities of $53.7 million for the six months ended June 30, 2023 related primarily to the capital expenditures at our properties.

Net cash used in financing activities was $319.2 million and $23.7 million for the six months ended June 30, 2024 and 2023, respectively. The $295.5 million, or 1,247%, increase in net cash used in financing activities during the six months ended June 30, 2024 primarily related to a $276.5 million payment to redeem and repay in full our 2026 Unsecured Notes, $29.5 million in aggregate amount paid for the repurchases of our common stock under our share repurchase program, and a $7.2 million payment for our quarterly dividend on April 4, 2024. The increase in net cash used in financing activities was partially offset by a $7.8 million reduction in fees paid on debt extinguishment and modification costs during the current year period, as well as a $9.4 million reduction in the amount of tax withholdings on option exercises and the vesting of RSUs and $3.2 million in proceeds from stock option exercises.

Long-Term Debt

Refer to “Note 6 — Long-Term Debt” in Part I, Item 1: Financial Statements of this Quarterly Report for discussion of our debt instruments.

Share Repurchase Program

Share repurchases may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with our finance agreements. There is no minimum number of shares that we are required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. Refer to “Note 7 — Shareholders’ Equity and Stock Incentive Plans” in Part I, Item 1: Financial Statements of this Quarterly Report for additional information regarding our share repurchase program and common stock purchases made pursuant to our share repurchase program.

Other Items Affecting Liquidity

The outcome of the following specific matters, including our commitments and contingencies, may also affect our liquidity.

Commitments, Capital Spending and Development

We perform on-going refurbishment and maintenance at our facilities, of which certain maintenance costs are capitalized if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We intend to fund such capital expenditures through our operating cash flows and Revolving Credit Facility.

Refer to “Note 10 — Commitments and Contingencies” in Part I, Item 1: Financial Statements for additional information regarding commitments and contingencies that may also affect our liquidity.

Other Opportunities

We may investigate and pursue expansion opportunities in our existing or new markets from time to time. Such expansions will be influenced and determined by a number of factors, which may include licensing availability and approval, suitable investment opportunities and availability of acceptable financing. Investigation and pursuit of such opportunities may require us to make substantial investments or incur substantial costs, which we may fund through cash flows from operations or borrowing availability under our Revolving Credit Facility. To the extent such sources of funds are not sufficient, we may also seek to raise such additional funds through public or private equity or debt financings or from other sources. No assurance can be given that additional financing will be available or that, if available, such financing will be obtainable on terms favorable to us. Moreover, we can provide no assurances that the investigation or pursuit of an opportunity will result in a completed transaction.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to the application of the acquisition method of accounting, long-lived assets, goodwill and indefinite-lived intangible assets, revenue recognition, income taxes and share-based compensation expenses. We base our estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We believe that our estimates and assumptions are reasonable, based upon information presently available; however, actual results may differ from these estimates under different assumptions or conditions.

A description of our critical accounting estimates can be found under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report. For a more extensive discussion of our accounting policies, refer to “Note 2 — Summary of Significant Accounting Policies” in Part II, Item 8: Financial Statements and Supplemental Data in our Annual Report. There were no material changes to our critical accounting policies and estimates during the three and six months ended June 30, 2024.

Seasonality

We believe that our businesses are affected by seasonal factors, including holidays, weather and travel conditions. Our casino properties and branded taverns in Nevada have historically experienced lower revenues during the summer as a result of fewer tourists due to higher temperatures, as well as increased vacation activity by local residents. Our branded taverns typically experience higher revenues during the fall which corresponds with several professional sports seasons. While other factors like unemployment levels and market competition may either offset or magnify seasonal effects, some seasonality is likely to continue, which could result in significant fluctuation in our quarterly operating results.

Recently Issued Accounting Pronouncements

See “Note 1 — Nature of Business and Basis of Presentation” in Part I, Item 1: Financial Statements for information regarding recently issued accounting pronouncements.

Regulation and Taxes

Our business is subject to extensive regulation by state gaming authorities. Changes in applicable laws or regulations could have a material adverse effect on us.

The gaming industry represents a significant source of tax revenues to regulators. From time to time, various federal and state legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. It is not possible to determine the likelihood of possible changes in tax law or in the administration of such law. Such changes, if adopted, could have a material adverse effect on our future financial position, results of operations, cash flows and prospects.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt. As of June 30, 2024, our variable rate long-term debt primarily comprised our indebtedness under the Credit Facility (refer to “Note 6 — Long-Term Debt” in Part I, Item 1: Financial Statements).

As of June 30, 2024, we had $396 million in principal amount of outstanding term loan borrowings under the Credit Facility with no outstanding borrowings under our $240 million Revolving Credit Facility (defined in “Note 6 — Long-Term Debt” in Part I, Item 1: Financial Statements). Our primary interest rate under the Credit Facility is the SOFR rate plus an applicable margin. The weighted-average effective interest rate on our outstanding borrowings under the Credit Facility was 7.96% and 8.07% for the three and six months ended June 30, 2024, respectively. Assuming the outstanding balance under our Credit Facility remained constant over a year, a 50 basis point increase in the applicable interest rate would increase interest incurred, prior to effects of capitalized interest, by $2.0 million over a twelve-month period.

As of June 30, 2024, we had $88.6 million in cash and cash equivalents.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to provide reasonable assurance of achieving the objective that information in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified and pursuant to the requirements of the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation , with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2024, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2024.

During the quarter ended June 30, 2024, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A discussion of our legal proceedings is contained in “Note 10 — Commitments and Contingencies” in Part I, Item 1: Financial Statements.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K, which factors could materially affect our business, financial condition, liquidity or future results. There have been no material changes to the risk factors described in the “Risk Factors” section in our Annual Report. The risks described in our Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity, results of operations, prospects or stock price.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchase of Equity

From time to time, we repurchase shares of our common stock pursuant to our $100 million share repurchase program authorized by our Board of Directors on July 27, 2023. Purchases are made at management’s discretion based on market conditions and financial resources. There is no minimum number of shares that we are required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice (refer to “Note 7 — Shareholders’ Equity and Stock Incentive Plans” in Part I, Item 1: Financial Statements for additional information regarding our share repurchase program). During the three months ended June 30, 2024, we repurchased 989,117 shares of our common stock through open market transactions. The following table presents our common stock purchases made pursuant to our share repurchase program during the three months ended June 30, 2024:


	Total Number of Shares Purchased	Average Price per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Approximate Dollar Value That May Yet Be Purchased Under the Program (in millions)
Period
April 1-30, 2024	—	$	—	—	$	90.9
May 1-31, 2024	273,629	$	29.55	273,629	$	82.8
June 1-30, 2024	715,488	$	29.97	715,488	$	61.4

ITEM 5. OTHER INFORMATION

Our directors and officers (as defined in Rule 16a-1(f)) did not adopt or terminate any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements (as such terms are defined in Item 408(c) of Regulation S-K) during the three months ended June 30, 2024.

ITEM 6. EXHIBITS


Exhibits						Description

10.1						Third Amendment to the First Lien Credit Agreement, dated as of May 29, 2024, by and among Golden Entertainment, Inc. (as borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (as administrative agent) (incorporated by reference to Exhibit 10.1 to Golden Entertainment, Inc’s Form 8-K dated May 29, 2024 and filed on May 29, 2024).

31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1						Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Calculation Definition Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

# Management contract or compensatory plan or arrangement in which one or more executive officers or directors participates

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.



			GOLDEN ENTERTAINMENT, INC.
			(Registrant)

Dated: August 9, 2024			/s/ BLAKE L. SARTINI
			Blake L. Sartini
			Chairman of the Board and Chief Executive Officer
			(Principal Executive Officer)

			/s/ CHARLES H. PROTELL
			Charles H. Protell
			President and Chief Financial Officer
			(Principal Financial Officer)

			/s/ THOMAS E. HAAS
			Thomas E. Haas
			Senior Vice President of Accounting
			(Principal Accounting Officer)

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Date	Price Target	Rating	Analyst
7/16/2025	$34.00	Buy → Hold	Truist
12/16/2024	$38.00	Overweight	Wells Fargo
4/26/2024	$46.00	Buy	B. Riley Securities
3/15/2024	$45.00	Buy	Truist
1/9/2023	$60.00 → $43.00	Buy → Hold	Jefferies
9/7/2022	$64.00	Buy	Jefferies
6/28/2022	$63.00	Mkt Outperform	JMP Securities
2/18/2022	$61.00 → $66.00	Buy	Deutsche Bank

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