Golden Entertainment - 10-Q quarterly report FY2021 Q2

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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, 2021


☐			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, 2021, the registrant had 28,869,689 shares of common stock, $0.01 par value per share, outstanding.

GOLDEN ENTERTAINMENT, INC.

FORM 10-Q

INDEX

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GOLDEN ENTERTAINMENT, INC.

Consolidated Balance Sheets

(In thousands, except per share data)


	June 30, 2021		December 31, 2020
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	152,522	$	103,558
Accounts receivable, net of allowance for credit losses of $915 and $1,034 at June 30, 2021 and December 31, 2020, respectively	80,613		13,708
Prepaid expenses	22,103		14,920
Inventories	5,682		5,639
Other	2,775		2,906
Total current assets	263,695		140,731
Property and equipment, net	935,154		975,750
Operating lease right-of-use assets, net	195,267		180,553
Goodwill	158,396		158,396
Intangible assets, net	101,908		106,109
Other assets	10,282		9,410
Total assets	$	1,664,702	$	1,570,949
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt and finance leases	$	1,956	$	11,142
Current portion of operating leases	42,714		35,725
Accounts payable	16,227		20,179
Accrued payroll and related	31,602		21,362
Accrued liabilities	40,448		30,305
Total current liabilities	132,947		118,713
Long-term debt, net and non-current finance leases	1,082,787		1,126,970
Non-current operating leases	168,541		160,248
Deferred income taxes	1,953		1,520
Other long-term obligations	1,787		2,236
Total liabilities	1,388,015		1,409,687
Commitments and contingencies (Note 9)	—		—
Shareholders’ equity
Common stock, $.01 par value; authorized 100,000 shares; 28,870 and 28,159 common shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	289		282
Additional paid-in capital	472,511		470,719
Accumulated deficit	(196,113)		(309,739)
Total shareholders’ equity	276,687		161,262
Total liabilities and shareholders’ equity	$	1,664,702	$	1,570,949

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,
	2021		2020		2021		2020
Revenues
Gaming	$	204,957	$	56,677	$	381,957	$	183,892
Food and beverage	44,938		10,168		78,742		51,715
Rooms	30,249		5,987		48,647		31,592
Other	12,323		3,142		22,817		15,932
Total revenues	292,467		75,974		532,163		283,131
Expenses
Gaming	106,805		35,231		203,177		113,343
Food and beverage	29,533		9,739		53,074		44,626
Rooms	12,383		4,586		21,993		18,541
Other operating	3,099		1,404		5,795		6,531
Selling, general and administrative	53,285		32,548		106,876		80,158
Depreciation and amortization	26,682		31,930		53,868		63,086
Loss on disposal of assets	610		702		819		1,291
Preopening expenses	109		9		229		114
Impairment of goodwill and intangible assets	—		21,411		—		27,872
Severance expenses	—		367		—		3,343
Total expenses	232,506		137,927		445,831		358,905
Operating income (loss)	59,961		(61,953)		86,332		(75,774)
Non-operating income (expense)
Other non-operating income	60,000		—		60,000		—
Interest expense, net	(16,169)		(16,407)		(32,217)		(35,153)
Change in fair value of derivative	—		—		—		(1)
Total non-operating income (expense), net	43,831		(16,407)		27,783		(35,154)
Income (loss) before income tax provision	103,792		(78,360)		114,115		(110,928)
Income tax provision	(786)		(206)		(489)		(258)
Net income (loss)	$	103,006	$	(78,566)	$	113,626	$	(111,186)

Weighted-average common shares outstanding
Basic	28,621		28,072		28,421		28,001
Dilutive impact of stock options and restricted stock units	2,990		—		2,864		—
Diluted	31,611		28,072		31,285		28,001
Net income (loss) per share
Basic	$	3.60	$	(2.80)	$	4.00	$	(3.97)
Diluted	$	3.26	$	(2.80)	$	3.63	$	(3.97)

The accompanying condensed 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, 2020	27,879	$	279	$	461,643	$	(172,178)	$	289,744
Issuance of stock on options exercised and restricted stock units vested	172	2		—		—		2
Share-based compensation	—	—		2,153		—		2,153
Tax benefit from share-based compensation	—	—		(428)		—		(428)
Net loss	—	—		—		(32,620)		(32,620)
Balance, March 31, 2020	28,051	$	281	$	463,368	$	(204,798)	$	258,851
Issuance of stock on options exercised and restricted stock units vested	73	—		—		—		—
Share-based compensation	—	—		1,755		—		1,755
Net loss	—	—		—		(78,566)		(78,566)
Balance, June 30, 2020	28,124	$	281	$	465,123	$	(283,364)	$	182,040


	Common stock			Additional Paid-In Capital		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount
Balance, January 1, 2021	28,159	$	282	$	470,719	$	(309,739)	$	161,262
Issuance of stock on options exercised and restricted stock units vested	303	3		98		—		101
Share-based compensation	—	—		2,669		—		2,669
Tax benefit from share-based compensation	—	—		(3,439)		—		(3,439)
Net income	—	—		—		10,620		10,620
Balance, March 31, 2021	28,462	$	285	$	470,047	$	(299,119)	$	171,213
Issuance of stock on options exercised and restricted stock units vested	408	4		—		—		4
Share-based compensation	—	—		2,586		—		2,586
Tax benefit from share-based compensation	—	—		(122)		—		(122)
Net income	—	—		—		103,006		103,006
Balance, June 30, 2021	28,870	$	289	$	472,511	$	(196,113)	$	276,687

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,
	2021		2020
Cash flows from operating activities
Net income (loss)	$	113,626	$	(111,186)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	53,868		63,086
Change in non-cash lease expense	660		331
Share-based compensation	5,255		3,908
Amortization of debt issuance costs and discounts on debt	2,329		2,236
Loss on disposal of assets	819		1,291
Provision for credit losses	217		461
Deferred income taxes	433		629
Impairment of goodwill and intangible assets	—		27,872
Change in fair value of derivative	—		1
Changes in operating assets and liabilities:
Accounts receivable	(67,122)		2,023
Prepaid expenses, inventories and other current assets	(7,095)		5,525
Other assets	(872)		192
Accounts payable and other accrued expenses	17,793		(1,790)
Other liabilities	(540)		(5,034)
Net cash provided by (used in) operating activities	119,371		(10,455)
Cash flows from investing activities
Purchase of property and equipment, net of change in construction payables	(11,438)		(22,224)
Proceeds from disposal of property and equipment	226		353
Net cash used in investing activities	(11,212)		(21,871)
Cash flows from financing activities
Repayments of revolving credit facility	—		(190,000)
Borrowings under revolving credit facility	—		200,000
Repayments of term loan	(47,000)		—
Repayments of notes payable	(2,815)		(1,842)
Principal payments under finance leases	(5,924)		(925)
Tax withholding on share-based payments	(3,561)		(428)
Proceeds from issuance of common stock, net of costs	7		2
Proceeds from exercise of stock options	98		—
Net cash (used in) provided by financing activities	(59,195)		6,807
Cash and cash equivalents
Change in cash and cash equivalents	48,964		(25,519)
Balance, beginning of period	103,558		111,678
Balance, end of period	$	152,522	$	86,159


	Six Months Ended June 30,
	2021		2020
Supplemental cash flow disclosures
Cash paid for interest	$	29,533	$	33,102
Non-cash investing and financing activities
Payables incurred for capital expenditures	$	643	$	2,940
Operating lease right-of-use assets obtained in exchange for lease obligations	36,059		3,491

The accompanying condensed 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 resort casino operations and distributed gaming (including gaming in the Company’s branded taverns). Unless otherwise indicated, the terms “Golden” and the “Company,” refer to Golden Entertainment, Inc. together with its subsidiaries.

The Company conducts its business through two reportable operating segments: Casinos and Distributed Gaming. The Company’s Casinos segment involves the operation of ten resort casino properties in Nevada and Maryland, comprising:


The STRAT Hotel, Casino & SkyPod (“The STRAT”)			Las Vegas, Nevada
Arizona Charlie’s Boulder			Las Vegas, Nevada
Arizona Charlie’s Decatur			Las Vegas, Nevada
Aquarius Casino Resort (“Aquarius”)			Laughlin, Nevada
Colorado Belle Hotel & Casino Resort (“Colorado Belle”) (1)			Laughlin, Nevada
Edgewater Hotel & Casino Resort (“Edgewater”)			Laughlin, Nevada
Gold Town Casino			Pahrump, Nevada
Lakeside Casino & RV Park			Pahrump, Nevada
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)			Pahrump, Nevada
Rocky Gap Casino Resort (“Rocky Gap”)			Flintstone, Maryland

(1)As a result of the impact of the 2019 novel coronavirus (“COVID-19”) pandemic, the operations of the Colorado Belle remain suspended.

The Company’s Distributed Gaming segment involves the installation, maintenance and operation of slots and amusement devices in non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores in Nevada and Montana, and the operation of branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area.

Impact of COVID-19

The disruptions arising from the COVID-19 pandemic continue to impact the Company’s business, financial condition, results of operations, and cash flows as it is unknown when the pandemic will be fully contained and how the uncertainties associated with the pandemic will continue to impact the Company’s operations and the willingness of customers to spend on travel and entertainment. Following emergency executive orders issued by the Governors of Nevada, Maryland and Montana in the week of March 16, 2020, all of the Company’s properties were temporarily closed to the public and the Distributed Gaming operations at third-party locations were suspended. While the Company re-opened its casino properties and resumed its Distributed Gaming operations during the second and third quarters of 2020, the implementation of protocols intended to protect team members, gaming patrons and guests from potential COVID-19 exposure, including enhanced sanitization, public gathering limitations on casino, tavern and venue capacity, patron social distancing requirements, restrictions on permitted hours of operations, limitations on casino operations, which include disabling electronic gaming machines, and face mask and temperature check requirements for patrons, has continued to limit the Company’s operations in the first and second quarters of 2021. While some of these restrictions were eased during the first and second quarters of 2021, the Company’s properties and Distributed Gaming operations may be subject to temporary, complete, or partial closures in the future. Further, as a result of the impact of the pandemic, the operations of the Colorado Belle property remain suspended.

Temporary closures of the Company’s operations due to the COVID-19 pandemic resulted in lease concessions for certain of the Company’s taverns and route locations. Such concessions provided for deferral and, in some instances, forgiveness of rent payments with no substantive amendments to the consideration due per the terms of the original contract and did not result in a substantial change in the Company’s obligations under such leases. The Company elected to account for the deferred rent as variable lease payments, which resulted in a reduction of rent expense in the amount of $0.6 million and $2.3 million for the three and six months ended June 30, 2021, respectively, and $8.8 million for both the three and six months ended June 30, 2020. Rent expense that was not forgiven is recorded in future periods as these deferred payments are paid to the Company’s lessors.

In response to the COVID-19 pandemic, the Company implemented various mitigating actions to preserve liquidity, including delaying material capital expenditures, reducing operating expenses and implementing a cost reduction program with respect to discretionary expenditures. Such measures remained in effect during the six months ended June 30, 2021 and as of June 30, 2021, the Company’s $200 million revolving credit facility (the “Revolving Credit Facility”) was undrawn and available for borrowing. To further enhance its liquidity position or to finance any future acquisition or other business investment initiatives, the Company may obtain additional financing, which could consist of debt, convertible debt or equity financing from public or private credit and capital markets.

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, 2020 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.

Significant Accounting Policies

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

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) 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. For the three and six months ended June 30, 2020, the effect of all potential common share equivalents was anti-dilutive due to the Company being in net loss position, and therefore, all such shares were excluded from the computation of diluted weighted average shares outstanding. The amount of potential common share equivalents excluded from the computation was 345,655 and 758,974 for the three and six months ended June 30, 2020, respectively.

Reclassification of Prior Year Balances

Reclassifications were made to the Company’s prior period consolidated financial statements to conform to the current period presentation, where applicable.

Accounting Standards Issued and Adopted

In December 2019, the Financial Accounting Standards Board issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU was intended to simplify the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations, and interim calculations, and added guidance to reduce the complexity of applying Topic 740. The Company adopted the standard effective January 1, 2021, and the adoption did not have a material impact on the Company’s 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 — Property and Equipment

Property and equipment, net, consisted of the following:


(In thousands)	June 30, 2021		December 31, 2020
Land	$	125,240	$	125,240
Building and improvements	932,193		928,641
Furniture and equipment	238,525		246,292
Construction in process	12,343		6,714
Property and equipment	1,308,301		1,306,887
Accumulated depreciation	(373,147)		(331,137)
Property and equipment, net	$	935,154	$	975,750

Depreciation expense for property and equipment, including finance leases, was $24.7 million and $49.7 million for the three and six months ended June 30, 2021, respectively, and $26.3 million and $51.8 million for the three and six months ended June 30, 2020, 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. While the impact of the COVID-19 pandemic on the Company’s operations is ongoing, management determined that there were no new indicators of impairment for the three and six months ended June 30, 2021 (including no new indicators of impairment with respect to the Colorado Belle due to no changes in management’s assumptions related to the cash flow projections for the property), and as such, the Company concluded that there was no impairment of the Company’s long-lived assets as of June 30, 2021.

To the extent the Company becomes aware of new facts and circumstances arising from the COVID-19 pandemic or other matters that would result in a triggering event, the Company will revise its cash flow projections accordingly, as its estimates of future cash flows are highly dependent upon certain assumptions, including, but not limited to, the nature, timing, and extent of elimination or change of the restrictions on the Company’s operations and the extent and timing of the economic recovery globally, nationally, and specifically within the gaming industry. If such assumptions are not accurate, the Company may be required to record impairment charges in future periods, whether in connection with its regular review procedures, or earlier, if an indicator of an impairment is present prior to such evaluation.

Note 3 — Goodwill and Intangible Assets

The Company’s goodwill balance as of June 30, 2021 and December 31, 2020 was $158.4 million, of which $60.3 million related to the Casinos reportable segment and $98.1 million related to the Distributed Gaming reportable segment.

Intangible assets, net, consisted of the following:


	June 30, 2021
(In thousands)	Useful Life (Years)	Gross Carrying Value		Cumulative Amortization		Cumulative Impairment		Intangible Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	53,690	$	—	$	(6,890)	$	46,800
		53,690		—		(6,890)		46,800
Amortizing intangible assets
Customer relationships	4-16	81,105		(32,949)		—		48,156
Player relationships	2-14	42,990		(39,491)		—		3,499
Non-compete agreements	2-5	9,840		(7,959)		—		1,881
Gaming license (1)	15	2,100		(1,139)		—		961
In-place lease value	4	1,170		(1,051)		—		119
Leasehold interest	4	570		(570)		—		—
Other	4-25	1,814		(1,322)		—		492
		139,589		(84,481)		—		55,108
Balance, June 30, 2021		$	193,279	$	(84,481)	$	(6,890)	$	101,908

(1)Relates to Rocky Gap.


	December 31, 2020
(In thousands)	Useful Life (Years)	Gross Carrying Value		Cumulative Amortization		Cumulative Impairment		Intangible Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	53,690	$	—	$	(6,890)	$	46,800
		53,690		—		(6,890)		46,800
Amortizing intangible assets
Customer relationships	4-16	81,105		(30,012)		—		51,093
Player relationships	2-14	42,990		(39,116)		—		3,874
Non-compete agreements	2-5	9,840		(7,385)		—		2,455
Gaming license (1)	15	2,100		(1,070)		—		1,030
In-place lease value	4	1,170		(918)		—		252
Leasehold interest	4	570		(504)		—		66
Other	4-25	1,814		(1,275)		—		539
		139,589		(80,280)		—		59,309
Balance, December 31, 2020		$	193,279	$	(80,280)	$	(6,890)	$	106,109

(1)Relates to Rocky Gap.

Total amortization expense related to intangible assets was $2.0 million and $4.2 million for the three and six months ended June 30, 2021, respectively, and $5.6 million and $11.3 million for the three and six months ended June 30, 2020, respectively.

The Company tests goodwill and indefinite-lived intangible assets for impairment annually, in the last quarter of the year, unless events or changes in 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. While the impact of the COVID-19 pandemic on the Company’s operations is ongoing, management determined that there were no new indicators of impairment for the three and six months ended June 30, 2021 and the Company concluded that there was no impairment of the Company’s goodwill and intangible assets as of June 30, 2021.

Mandatory shut-down of the Company’s properties commencing in March 2020 that lasted for a majority of the second quarter of 2020 resulted in a deterioration in the performance of the Company’s casino properties in particular, which required the Company to revise its cash flow projections to reflect the current economic environment, including the uncertainty surrounding the nature, timing, and extent of elimination of or change to the restrictions on the Company’s operations. As a result, the Company conducted an interim qualitative and quantitative assessment of its goodwill and intangible assets for potential impairment at March 31, 2020 and June 30, 2020 and recorded a non-cash impairment of the Company’s Casinos segment goodwill in the amount of $6.5 million and $18.8 million for the three and six months ended June 30, 2020, respectively. The assessment also indicated that the carrying value of an indefinite-lived trade name for certain of the Company’s properties within the Casinos segment exceeded its fair value and resulted in recognition of a non-cash impairment charge of $2.6 million recorded at June 30, 2020.

The estimated fair value of goodwill and indefinite-lived intangible assets for the six months ended June 30, 2020 was determined using discounted cash flow models which utilized Level 3 inputs as follows: discount rate of 12.0%; long-term revenue growth rate of 2.0% to 3.0%. The impairment charge was included in “Impairment of goodwill and intangible assets” on the consolidated statements of operations.

Note 4 — Accrued Liabilities

Accrued liabilities consisted of the following:


(In thousands)	June 30, 2021		December 31, 2020
Gaming liabilities	$	12,453	$	12,073
Accrued taxes, other than income taxes	9,325		6,152
Other accrued liabilities	8,721		4,751
Interest	6,190		6,118
Deposits	3,759		1,211
Total current accrued liabilities	$	40,448	$	30,305

Note 5 — Long-Term Debt

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


(In thousands)	June 30, 2021		December 31, 2020
Term Loan	$	725,000	$	772,000
2026 Unsecured Notes	375,000		375,000
Finance lease liabilities	3,260		9,182
Notes payable	1,596		4,373
Total long-term debt and finance leases	1,104,856		1,160,555
Unamortized discount	(13,873)		(15,570)
Unamortized debt issuance costs	(6,240)		(6,873)
Total long-term debt and finance leases after debt issuance costs and discount	1,084,743		1,138,112
Current portion of long-term debt and finance leases	(1,956)		(11,142)
Long-term debt, net and finance leases	$	1,082,787	$	1,126,970

Senior Secured Credit Facility

In October 2017, the Company entered into a senior secured credit facility consisting of a $900 million senior secured first lien credit facility (consisting of an $800 million term loan (the “Term Loan”) and a $100 million Revolving Credit Facility) with JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent), the lenders party thereto and the other entities party thereto (the “Credit Facility”). The Revolving Credit Facility was subsequently increased from $100 million to $200 million in 2018 increasing the total Credit Facility capacity to $1.0 billion.

As of June 30, 2021, the Company had $725 million in principal amount of outstanding Term Loan borrowings under its Credit Facility, no outstanding letters of credit and no borrowings under the Revolving Credit Facility, such that full borrowing availability of $200 million under the Revolving Credit Facility was available to the Company for re-borrowing. The Revolving Credit Facility matures on October 20, 2022, and the Term Loan matures on October 20, 2024.

During the three months ended June 30, 2021, the Company made a $47 million prepayment of principal under the Term Loan, thereby eliminating the requirement to make any further quarterly installment payments and reducing the final installment payment due at maturity to $725 million.

The Company was in compliance with its financial and other covenants under the Credit Facility as of June 30, 2021.

Senior Unsecured Notes

On April 15, 2019, the Company issued $375 million in principal amount of 7.625% Senior Notes due 2026 (“2026 Unsecured Notes”) in a private placement to institutional buyers at face value. The 2026 Unsecured Notes bear interest at 7.625%, payable semi-annually on April 15th and October 15th of each year.

For the three and six months ended June 30, 2021, the weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facility was approximately 3.75% and under the Credit Facility and 2026 Unsecured Notes (collectively) was approximately 5.07%.

Note 6 — Shareholders’ Equity and Stock Incentive Plans

Share Repurchase Program

On March 12, 2019, the Company’s Board of Directors authorized the repurchase of up to $25 million worth of shares of common stock and on August 3, 2021, the Company’s Board of Directors increased the March 12, 2019 authorization to $50 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. There were no repurchase transactions under the Company’s share repurchase program during the three and six months ended June 30, 2021 and 2020.

Stock Options

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


	Stock Options
	Shares	Weighted-Average Exercise Price
Outstanding at January 1, 2021	2,891,341	$	11.07
Granted	—	$	—
Exercised	(444,479)	$	11.07
Cancelled	—	$	—
Expired	—	$	—
Outstanding at June 30, 2021	2,446,862	$	11.07
Exercisable at June 30, 2021	2,446,862	$	11.07

There was no share-based compensation expense related to stock options for the three months ended June 30, 2021 and the Company recorded share-based compensation expense of $0.2 million for the six months ended June 30, 2021. Share-based compensation expense related to stock options was $0.5 million and $1.1 million for the three and six months ended June 30, 2020, respectively. The Company did not have any remaining unrecognized share-based compensation expense related to stock options as of June 30, 2021. The unrecognized share-based compensation expense related to stock options was $1.0 million as of June 30, 2020, which was recognized over a weighted-average period of 0.6 years.

Restricted Stock Units

The following table summarizes the Company’s activity related to time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”):


	RSUs			PSUs
	Shares	Weighted-Average Grant Date Fair Value		Shares (1)	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2021	943,957	$	12.06	743,719	$	13.82
Granted	294,112	$	30.39	129,503	$	29.00
Vested	(419,327)	$	13.66	(89,920)	$	25.73
Cancelled	(5,307)	$	11.10	(77,725)	$	25.23
Outstanding at June 30, 2021	813,435	$	17.87	705,577	$	13.84

(1) 62,791 of the 77,725 PSUs cancelled during the six months ended June 30, 2021 related to PSUs granted in November 2017, for which applicable performance goals were not met. 14,934 of the 77,725 PSUs cancelled during the period related to PSUs granted in March 2019 (the “2019 PSU Awards”). The Company’s financial results for the applicable performance goals were certified during the three months ended March 31, 2021, which resulted in the reduction of the shares subject to the 2019 PSU Awards from 204,580 to 189,646. In addition, 18,452 of the shares under the 2019 PSU Awards vested during the six months ended June 30, 2021.

71,468 of the PSUs included in the outstanding balance at January 1, 2021 represented PSUs granted in March 2018 (the “2018 PSU Awards”). The Company’s financial results for the applicable performance goals were certified during the three months ended March 31, 2020, which resulted in the reduction of the shares subject to the 2018 PSU Awards

during the three months ended March 31, 2020, and all of the 71,468 remaining shares under the 2018 PSU Awards vested during the six months ended June 30, 2021.

The number of outstanding PSUs for the remainder of the PSUs included in the outstanding balance at June 30, 2021 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.

Share-based compensation expense related to RSUs was $1.8 million and $3.1 million for the three and six months ended June 30, 2021, respectively, and $1.1 million and $2.1 million for the three and six months ended June 30, 2020, respectively. Share-based compensation expense related to PSUs was $0.8 million and $2.0 million for the three and six months ended June 30, 2021, respectively, $0.2 million and $0.7 million for the three and six months ended June 30, 2020, respectively.

As of June 30, 2021, there was $12.3 million and $5.7 million of unamortized share-based compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of 2.2 years for both RSUs and PSUs. As of June 30, 2020, there was $9.8 million and $5.1 million of unamortized share-based compensation expense related to RSUs and PSUs, respectively, which was expected to be recognized over a weighted-average period of 2.3 years for both RSUs and PSUs.

As of June 30, 2021, a total of 2,209,060 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, 2021 of 1,126,361 shares.

Note 7 — Income Tax

The Company’s effective income tax rate was 0.8% and 0.4% for the three and six months ended June 30, 2021, respectively, and (0.3)% and (0.2)% for the three and six months ended June 30, 2020, respectively.

Income tax expense of $0.8 million and $0.5 million for the three and six months ended June 30, 2021, respectively, was primarily due to the change in valuation allowance against the Company’s deferred tax assets during the first three and six months of 2021. Income tax expense of $0.2 million and $0.3 million for the three and six months ended June 30, 2020, respectively, was primarily attributable to the change in valuation allowance against the Company’s deferred tax assets during the three and six months ended June 30, 2020.

Deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income, and the impact of tax planning strategies. The Company continues to evaluate its deferred tax asset valuation allowance on a quarterly basis.

As of June 30, 2021, the Company’s 2017 and 2018 federal tax returns were under audit by the IRS.

As of June 30, 2021, the Company had no material uncertain tax positions.

Note 8 — 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.

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


	June 30, 2021
(In thousands)	Carrying Amount		Fair Value		Fair Value Hierarchy
Term Loan	$	725,000	$	722,281	Level 2
2026 Unsecured Notes	375,000		397,500		Level 2
Finance lease liabilities	3,260		3,260		Level 3
Notes payable	1,596		1,596		Level 3
Total debt	$	1,104,856	$	1,124,637


	December 31, 2020
(In thousands)	Carrying Amount		Fair Value		Fair Value Hierarchy
Term Loan	$	772,000	$	758,490	Level 2
2026 Unsecured Notes	375,000		402,638		Level 2
Finance lease liabilities	9,182		9,182		Level 3
Notes payable	4,373		4,373		Level 3
Total debt	$	1,160,555	$	1,174,683

The estimated fair value of the Company’s Term Loan and 2026 Unsecured Notes is based on a relative value analysis performed as of June 30, 2021 and December 31, 2020. The finance lease liabilities and notes payable are fixed-rate debt, are not traded and do not have observable market inputs, and therefore, the fair value is estimated to be equal to the carrying value.

Note 9 — Commitments and Contingencies

Participation Agreements and Space Lease Agreements with Revenue Share Provisions

The Company enters into slot placement contracts in the form of participation agreements and space lease agreements with revenue share provisions. Under participation agreements, the business location holds the applicable gaming license and retains a percentage of the gaming revenue generated from the Company’s slots. Space lease agreements with revenue share provisions are a hybrid model that has both space lease and participation elements and the Company pays the business a percentage of the gaming revenue generated from the Company’s slots placed at the location, rather than a fixed monthly rental fee. Under such arrangements, the Company holds the applicable gaming license to conduct gaming at the location and the business location is required to obtain separate regulatory approval to receive a percentage of the gaming revenue. The aggregate contingent payments recognized by the Company as gaming expenses under participation agreements and space lease agreements with revenue share provisions were $59.5 million and $113.6 million for the three and six months ended June 30, 2021, respectively. The aggregate contingent payments recognized by the Company as gaming expenses under revenue share and participation agreements were $14.0 million and $50.0 million for the three and six months ended June 30, 2020, respectively.

Legal Matters

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.

Other Matters

In January 2021, the Company was affected by a ransomware cyber-attack that temporarily disrupted the Company’s access to certain information located on the Company’s network and incurred expenses relating thereto. The Company’s financial information and business operations were not materially affected. The Company implemented a variety of measures to further enhance its cybersecurity protections and minimize the impact of any future cyber incidents. The Company has insurance related to this event and is seeking to recover costs it incurred to remediate this matter and will record insurance recovery when collection is probable.

In September 2018, the Company entered into an agreement with American Wagering, Inc. and William Hill U.S. HoldCo, Inc. (collectively, “William Hill”), which contemplated that William Hill would be obligated to make a one-time payment to the Company in the event of a change of control transaction with respect to William Hill. Under this agreement, as amended, the April 22, 2021 acquisition of William Hill PLC by Caesars Entertainment, Inc. (“Caesars”) constituted the change of control event triggering this payment. On May 26, 2021, the Company, William Hill and Caesars executed an amendment to the agreement requiring William Hill and Caesars, as the acquiring party, to make an initial payment in the amount of $60 million by July 15, 2021 and to provide for a second contingent payment in the event of a sale of the William Hill business in the United Kingdom, as discussed below. There were no remaining contingencies associated with the initial payment and the Company recognized non-operating income for this initial amount in June 2021. The Company received this amount on July 14, 2021.

The May 26, 2021 amendment also provides for a contingent payment to be paid by Caesars to the Company of up to $15 million, in the event Caesars completes a sale of the William Hill business in the United Kingdom. Under the amendment, the amount of this contingent payment is calculated in accordance with the terms set forth in the amendment and will depend on the amount of proceeds Caesars would receive from the sale, if any. This contingent payment is not realizable at this time and as such, is not recorded in the Company’s financial statements as of June 30, 2021.

Note 10 — Segment Information

The Company conducts its business through two reportable operating segments: Casinos and Distributed Gaming. The Company’s Casinos segment involves the ownership and operation of resort casino properties in Nevada and Maryland. The Company’s Distributed Gaming segment involves the installation, maintenance and operation of slots and amusement devices in non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores in Nevada and Montana, and the operation of branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. 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 operating segments because these costs are not easily allocable and to do so would not be practical.

The Company evaluates each segment’s profitability based upon such segment’s Adjusted EBITDA, which represents each segment’s earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, impairment of goodwill and intangible assets, severance expenses, preopening and related expenses, gain or loss on disposal of assets, share-based compensation expenses, change in non-cash lease expense, change in fair value of derivative, and other non-cash charges, calculated before corporate overhead (which is not allocated to each segment).

The following tables set forth, for the periods indicated, certain operating data for the Company’s segments, and reconciles net income (loss) to Adjusted EBITDA:


	Three Months Ended June 30, 2021
(In thousands)	Casinos		Distributed Gaming		Corporate and Other		Consolidated
Revenues
Gaming	$	99,722	$	105,235	$	—	$	204,957
Food and beverage	31,150		13,788		—		44,938
Rooms	30,249		—		—		30,249
Other	9,653		2,380		290		12,323
Total revenues	$	170,774	$	121,403	$	290	$	292,467

Net income	$	56,847	$	19,428	$	26,731	$	103,006
Other non-operating income	—		—		(60,000)		(60,000)
Depreciation and amortization	21,151		4,897		634		26,682
Change in non-cash lease expense	123		77		21		221
Share-based compensation	—		—		2,668		2,668
Loss on disposal of assets	179		431		—		610
Preopening and related expenses (1)	4		16		89		109
Other, net	65		—		696		761
Interest expense, net	131		64		15,974		16,169
Income tax provision	—		—		786		786
Adjusted EBITDA	$	78,500	$	24,913	$	(12,401)	$	91,012


	Three Months Ended June 30, 2020
(In thousands)	Casinos		Distributed Gaming		Corporate and Other		Consolidated
Revenues
Gaming	$	25,210	$	31,467	$	—	$	56,677
Food and beverage	6,016		4,152		—		10,168
Rooms	5,987		—		—		5,987
Other	2,219		720		203		3,142
Total revenues	$	39,432	$	36,339	$	203	$	75,974

Net loss	$	(45,979)	$	(5,194)	$	(27,393)	$	(78,566)
Depreciation and amortization	25,344		5,902		684		31,930
Change in non-cash lease expense	130		20		20		170
Impairment of goodwill and intangible assets	21,411		—		—		21,411
Share-based compensation	—		—		1,756		1,756
Loss (gain) on disposal of assets	683		24		(5)		702
Preopening and related expenses (1)	—		(1)		10		9
Severance expenses	189		134		44		367
Other, net	48		41		28		117
Interest expense, net	91		10		16,306		16,407
Income tax provision	—		—		206		206
Adjusted EBITDA	$	1,917	$	936	$	(8,344)	$	(5,491)

(1) Preopening and related expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of tavern and casino locations.


	Six Months Ended June 30, 2021
(In thousands)	Casinos		Distributed Gaming		Corporate and Other		Consolidated
Revenues
Gaming	$	181,116	$	200,841	$	—	$	381,957
Food and beverage	53,070		25,672		—		78,742
Rooms	48,647		—		—		48,647
Other	17,391		4,799		627		22,817
Total revenues	$	300,224	$	231,312	$	627	$	532,163

Net income (loss)	$	85,851	$	34,438	$	(6,663)	$	113,626
Other non-operating income	—		—		(60,000)		(60,000)
Depreciation and amortization	42,497		10,111		1,260		53,868
Change in non-cash lease expense	260		356		44		660
Share-based compensation	—		—		5,673		5,673
Loss on disposal of assets	159		660		—		819
Preopening and related expenses (1)	4		16		209		229
Other, net	521		74		2,334		2,929
Interest expense, net	288		138		31,791		32,217
Income tax provision	—		—		489		489
Adjusted EBITDA	$	129,580	$	45,793	$	(24,863)	$	150,510


	Six Months Ended June 30, 2020
(In thousands)	Casinos		Distributed Gaming		Corporate and Other		Consolidated
Revenues
Gaming	$	87,115	$	96,777	$	—	$	183,892
Food and beverage	35,821		15,894		—		51,715
Rooms	31,592		—		—		31,592
Other	12,874		2,652		406		15,932
Total revenues	$	167,402	$	115,323	$	406	$	283,131

Net loss	$	(48,917)	$	(4,590)	$	(57,679)	$	(111,186)
Depreciation and amortization	50,057		11,767		1,262		63,086
Change in non-cash lease expense	273		13		45		331
Impairment of goodwill and intangible assets	27,872		—		—		27,872
Share-based compensation	—		—		4,002		4,002
Loss (gain) on disposal of assets	1,310		(14)		(5)		1,291
Preopening and related expenses (1)	225		(1)		115		339
Severance expenses	2,606		612		125		3,343
Other, net	95		238		141		474
Interest expense, net	336		25		34,792		35,153
Change in fair value of derivative	—		—		1		1
Income tax provision	—		—		258		258
Adjusted EBITDA	$	33,857	$	8,050	$	(16,943)	$	24,964

(1)Preopening and related expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of tavern and casino locations.

Assets

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


(In thousands)	Casinos		Distributed Gaming		Corporate and Other		Consolidated
Balance at June 30, 2021	$	1,062,040	$	446,033	$	156,629	$	1,664,702

Balance at December 31, 2020	$	1,085,510	$	430,791	$	54,648	$	1,570,949

Note 11 — Related Party Transactions

The Company historically leased its office headquarters building from a company 33% beneficially owned by Blake L. Sartini, 5% owned by a trust for the benefit of Mr. Sartini’s immediate family members (including Blake L. Sartini, II) for which Mr. Sartini serves as trustee, and 3% beneficially owned by Stephen A. Arcana, which lease expires on December 31, 2030. On May 24, 2021 the building was sold to an independent third party and as of June 30, 2021, the Company’s lease for its office headquarters was therefore no longer with a related party. The rent expense for the office headquarters building prior to the sale of the building to an independent third party was $0.2 million and $0.5 million for the three and six months ended June 30, 2021, respectively, and $0.3 million and $0.6 million for the three and six months ended June 30, 2020, respectively. No amount was due and payable by the Company as of June 30, 2021 and December 31, 2020 under this lease arrangement. Additionally, a portion of the office headquarters building was sublet to Sartini Enterprises, Inc., a company controlled by Mr. Sartini. Rental income for each of the three and six months ended June 30, 2021 and 2020 for the sublet portion of the office headquarters building was insignificant. No amount was owed to the Company under such sublease as of June 30, 2021 and December 31, 2020. In addition, Golden and Sartini Enterprises, Inc. participate in certain cost-sharing arrangements. The amount due and payable by the Company under such arrangements was insignificant as of June 30, 2021 and December 31, 2020. 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 Executive Vice President and Chief Operating Officer of the Company.

In November 2018, the Company entered into a lease agreement for office space in a building to be constructed and owned by a company 33% beneficially owned by Mr. Sartini, 5% owned by a trust for the benefit of Mr. Sartini’s immediate family members (including Blake L. Sartini, II) for which Mr. Sartini serves as trustee, and 3% beneficially owned by Mr. Arcana. The lease commenced in August 2020 and expires on December 31, 2030. The rent expense for the space was $0.1 million for the three and six months ended June 30, 2021. Additionally, the lease agreement includes a right of first refusal for additional space on the second floor of the building.

From time to time, the Company’s executive officers and employees use a private aircraft for business purposes. The aircraft is owned by or leased to Sartini Enterprises, Inc., pursuant to aircraft time-sharing, co-user and 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 regularly reviews these reimbursements. The Company paid $0.2 million and $0.4 million for the three and six months ended June 30, 2021, respectively, and $0.1 million and $0.3 million for the three and six months ended June 30, 2020, respectively, under the aircraft time-sharing, co-user and cost-sharing agreements with Sartini Enterprises, Inc. The Company owed less than $0.1 million under such agreements as of June 30, 2021 and no amount was owed to or due from the Company under such agreements as of December 31, 2020.

Note 12 — Subsequent Events

The Company’s management evaluates subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require adjustment to or disclosure in the consolidated financial statements as of and for the six months ended June 30, 2021, except for the Company’s Board of Directors’ authorization to increase the share repurchase program up to $50 million discussed in “Note 6 — Shareholders’ Equity and Stock Incentive Plans” and the receipt of the initial William Hill payment discussed in “Note 9 — Commitments and Contingencies .”

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” and refer to Golden Entertainment, Inc. together with its subsidiaries.

The following information 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, 2020 (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 the impact of the 2019 novel coronavirus (“COVID-19”) pandemic on our business; 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: the uncertainty of the extent, duration and effects of the COVID-19 pandemic and the response of governments; 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; our ability to realize the anticipated cost savings, synergies and other benefits of our casino and other acquisitions; litigation; increased competition; our ability to renew our distributed gaming contracts; reliance on key personnel (including our Chief Executive Officer, President and Chief Financial Officer, and Chief Operating Officer); the level of our indebtedness and 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 and in Part II, Item 1A of this 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 resort casino operations and distributed gaming (including gaming in our branded taverns).

We conduct our business through two reportable operating segments: Casinos and Distributed Gaming. In our Casinos segment, we own and operate ten resort casino properties in Nevada and Maryland. Our Distributed Gaming segment involves the installation, maintenance and operation of slots and amusement devices in non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores in Nevada and Montana, and the operation of branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area.

Impact of COVID-19

The disruptions arising from the COVID-19 pandemic continue to impact our business, financial condition, results of operations, and cash flows as it is unknown when the pandemic will be fully contained and how the uncertainties associated with the pandemic will continue to impact our operations and the willingness of customers to spend on travel and entertainment. Following emergency executive orders issued by the Governors of Nevada, Maryland and Montana in the week of March 16, 2020, all of our properties were temporarily closed to the public and the Distributed Gaming operations at third-party locations were suspended. While we re-opened our casino properties and resumed our Distributed Gaming operations during the second and third quarters of

2020, the implementation of protocols intended to protect team members, gaming patrons and guests from potential COVID-19 exposure, including enhanced sanitization, public gathering limitations on casino, tavern and venue capacity, patron social distancing requirements, restrictions on permitted hours of operations, limitations on casino operations, which include disabling electronic gaming machines, and face mask and temperature check requirements for patrons, has continued to limit our operations in the first and second quarters of 2021. While some of these restrictions were eased during the first and second quarters of 2021, our properties and Distributed Gaming operations may be subject to temporary, complete, or partial closures in the future. Further, as a result of the impact of the pandemic, the operations of the Colorado Belle property remain suspended.

In response to the COVID-19 pandemic, we implemented various mitigating actions to preserve liquidity, including delaying material capital expenditures, reducing operating expenses and implementing a cost reduction program with respect to discretionary expenditures. Such measures remained in effect during the six months ended June 30, 2021 and as of June 30, 2021, our $200 million revolving credit facility (the “Revolving Credit Facility”) was undrawn and available for borrowing. 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 or private credit and capital markets.

Casinos

We own and operate ten resort casino properties in Nevada and Maryland. In light of COVID-19, certain amenities at our resort casino properties may remain closed or operate in a limited capacity, including restaurants, bars, and other food and beverage outlets, as well as table games, spas and pools.

The following table sets forth certain information regarding our properties as of June 30, 2021:


	Location	Slot Machines	Table Games	Hotel Rooms
Nevada Casinos
The STRAT Hotel, Casino & SkyPod (“The STRAT”)	Las Vegas, NV	676	45	2,429
Arizona Charlie’s Boulder	Las Vegas, NV	648	—	303
Arizona Charlie’s Decatur	Las Vegas, NV	736	10	259
Aquarius Casino Resort (“Aquarius”)	Laughlin, NV	1,062	29	1,906
Colorado Belle Hotel & Casino Resort (“Colorado Belle”) (1)	Laughlin, NV	—	—	—
Edgewater Hotel & Casino Resort (“Edgewater”)	Laughlin, NV	633	20	1,052
Gold Town Casino	Pahrump, NV	188	—	—
Lakeside Casino & RV Park	Pahrump, NV	164	—	—
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)	Pahrump, NV	330	9	69
Maryland Casino
Rocky Gap Casino Resort (“Rocky Gap”)	Flintstone, MD	665	16	198
Totals		5,102	129	6,216

(1)We have implemented various mitigating actions to preserve liquidity in light of the COVID-19 pandemic. As a result, the operations of the Colorado Belle remain suspended.

The STRAT: The STRAT is our premier casino property, located on Las Vegas Blvd on the north end of the Las Vegas Strip. The STRAT comprises a casino, a hotel, a retail center and the iconic SkyPod, which includes indoor and outdoor observation decks, thrill rides and the SkyJump attraction. In addition to hotel rooms, gaming and sportsbook facilities in an 80,000 square foot casino, The STRAT offers nine restaurants, two rooftop pools, a fitness center, retail shops, and entertainment facilities.

Arizona Charlie’s casinos: Our Arizona Charlie’s Decatur and Arizona Charlie’s Boulder casino properties primarily serve local Las Vegas patrons. In addition to hotel rooms, gaming, sportsbook and bingo facilities, Arizona Charlie’s Boulder casino offers five restaurants and an RV park with 221 RV hook-up sites and Arizona Charlie’s Decatur casino offers five restaurants.

Laughlin casinos: We own and operate three casinos in Laughlin, Nevada, which is located approximately 90 miles from Las Vegas on the western riverbank of the Colorado River. In addition to hotel rooms, gaming and sportsbook facilities, the Aquarius has nine restaurants, the Edgewater offers six restaurants and dedicated entertainment venues, including the Laughlin Event Center, and the Colorado Belle offered three restaurants. As noted above, as a result of the impact of the COVID-19 pandemic, the operations of the Colorado Belle remain suspended.

Pahrump casinos: We own and operate three casinos in Pahrump, Nevada, which is located approximately 60 miles from Las Vegas and is a gateway to Death Valley National Park. In addition to hotel rooms, gaming, sportsbook and bingo facilities at our Pahrump casino properties, Pahrump Nugget offers a bowling center and our Lakeside Casino & RV Park offers 159 RV hook-up sites.

Rocky Gap Casino Resort: Rocky Gap is situated on approximately 270 acres in the Rocky Gap State Park in Maryland, which we lease from the Maryland DNR under a 40-year ground lease expiring in 2052 (plus a 20-year option renewal). In addition to hotel rooms and gaming, Rocky Gap offers three restaurants, a spa and the only Jack Nicklaus signature golf course in Maryland. Rocky Gap is a AAA Four Diamond Award® winning resort and includes an event and conference center.

Distributed Gaming

Our Distributed Gaming segment involves the installation, maintenance and operation of slots and amusement devices in non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores in Nevada and Montana. We place our slots and amusement devices in locations where we believe they will receive maximum customer traffic, generally near a store’s entrance. In addition, we own and operate branded taverns with slots, which target local patrons, primarily in the greater Las Vegas, Nevada metropolitan area. As of June 30, 2021, our distributed gaming operations comprised nearly 11,700 slots in over 1,000 locations.

Our branded taverns offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages, and typically include 15 onsite slots. As of June 30, 2021, we owned and operated 66 branded taverns, which offered over 1,000 onsite slots. Most of our 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 brands include PT’s Pub, Sierra Junction, PT’s Place, PT's Gold, PT’s Ranch, Sean Patrick’s, Sierra Gold and SG Bar.

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, 2021 and 2020.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Revenues by segment
Casinos	$	170,774	$	39,432	$	300,224	$	167,402
Distributed Gaming	121,403		36,339		231,312		115,323
Corporate and other	290		203		627		406
Total revenues	292,467		75,974		532,163		283,131
Operating expenses by segment
Casinos	63,280		19,774		114,454		86,624
Distributed Gaming	88,245		30,970		169,013		95,879
Corporate and other	295		216		572		538
Total operating expenses	151,820		50,960		284,039		183,041
Selling, general and administrative	53,285		32,548		106,876		80,158
Depreciation and amortization	26,682		31,930		53,868		63,086
Loss on disposal of assets	610		702		819		1,291
Preopening expenses	109		9		229		114
Impairment of goodwill and intangible assets	—		21,411		—		27,872
Severance expenses	—		367		—		3,343
Total expenses	232,506		137,927		445,831		358,905
Operating income (loss)	59,961		(61,953)		86,332		(75,774)
Non-operating income (expense), net	43,831		(16,407)		27,783		(35,154)
Income tax provision	(786)		(206)		(489)		(258)
Net income (loss)	$	103,006	$	(78,566)	$	113,626	$	(111,186)

Three and Six Months Ended June 30, 2021 Compared to Three and Six Months Ended June 30, 2020

Revenues

The $216.5 million, or 285%, increase in revenues for the three months ended June 30, 2021 compared to the prior year resulted from an increase of $148.3 million, $34.8 million, $24.2 million and $9.2 million in gaming, food and beverage, room, and other revenues, respectively. The increase in revenues for the three months ended June 30, 2021 was due to a full quarter of operations during the three months ended June 30, 2021 coupled with the easing of the COVID-19 mitigation measures discussed in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of COVID-19, whereas in the prior year period our operations became subject to mandatory property closure requirements commencing in March 2020. Our Distributed Gaming operations in Montana and Nevada resumed on May 4, 2020 and June 4, 2020, respectively (although our tavern locations became subject to subsequent closure orders in the third quarter of 2020), and our Casino operations in Nevada and Maryland resumed on June 4, 2020 and June 19, 2020, respectively.

The $131.3 million, or 333%, increase in revenues related to our Casinos segment for the three months ended June 30, 2021 compared to the prior year resulted from an increase of $74.5 million, $25.1 million, $24.3 million and $7.4 million in gaming, food and beverage, room, and other revenues, respectively. The increase in revenues within our Casinos segment for the three months ended June 30, 2021 was due to a full quarter of operations during the three months ended June 30, 2021 coupled with the easing of the COVID-19 mitigation measures, whereas in the prior year period our casino resort properties were subject to mandatory property closure requirements for most of the second quarter of 2020.

The $85.1 million, or 234%, increase in revenues related to our Distributed Gaming segment for the three months ended June 30, 2021 compared to the prior year resulted primarily from an increase of $73.8 million, $9.6 million and $1.7 million in gaming, food and beverage, and other revenues, respectively, and was driven by a full quarter of operations during the three months ended June 30, 2021 coupled with the easing of COVID-19 mitigation measures, whereas in the prior year period our tavern locations were subject to mandatory property closure requirements and our Distributed Gaming operations were suspended for part of the second quarter of 2020, as discussed above.

The $249.0 million, or 88%, increase in revenues for the six months ended June 30, 2021 compared to the prior year resulted from an increase of $198.1 million, $27.0 million, $17.0 million and $6.9 million in gaming, food and beverage, room, and other revenues, respectively. The increase in revenues for the six months ended June 30, 2021 was due to a full six months of operations coupled with the easing of the COVID-19 mitigation measures, whereas in the prior year period our operations were subject to mandatory property closure requirements commencing in March 2020, as discussed above.

The $132.8 million, or 79%, increase in revenues related to our Casinos segment for the six months ended June 30, 2021 compared to the prior year resulted from an increase of $94.0 million, $17.2 million, $17.1 million and $4.5 million in gaming, food and beverage, room, and other revenues, respectively. The increase in revenues within our Casinos segment for the six months ended June 30, 2021 was due to a full six months of operations coupled with the easing of the COVID-19 mitigation measures, whereas in the prior year period our casino resort properties were subject to mandatory property closure requirements commencing in March 2020, as discussed above.

The $116.0 million, or 101%, increase in revenues related to our Distributed Gaming segment for the six months ended June 30, 2021 compared to the prior year resulted primarily from an increase of $104.1 million, $9.8 million and $2.1 million in gaming, food and beverage, and other revenues, respectively, and was driven by a full six months of operations coupled with the easing of COVID-19 mitigation measures, whereas in the prior year period our tavern locations were subject to mandatory property closure requirements and our Distributed Gaming operations were suspended for part of the second quarter of 2020, as discussed above.

During the three and six months ended June 30, 2021, Adjusted EBITDA in our Casinos segment as a percentage of segment revenues (or Adjusted EBITDA margin) was 46% and 43%, respectively, compared to Adjusted EBITDA margin in our Distributed Gaming segment of 21% and 20%, respectively. During the three and six months ended June 30, 2020, Adjusted EBITDA margin in our Casinos segment was 5% and 20%, respectively, compared to Adjusted EBITDA margin in our Distributed Gaming segment of 3% and 7%, respectively. The lower Adjusted EBITDA margin in our Distributed Gaming segment relative to our Casinos segment reflects the fixed and variable amounts paid to third parties under our space lease agreements as expenses in the Distributed Gaming segment (which includes the percentage of gaming revenues paid to third parties under space lease agreements with revenue share provisions). Refer to “Note 10 — Segment Information” in Part I, Item 1: Financial Statements for additional information regarding segment Adjusted EBITDA and a reconciliation of segment Adjusted EBITDA to segment net income (loss).

Operating Expenses

The $100.9 million, or 198%, increase in operating expenses for the three months ended June 30, 2021 compared to the prior year resulted from increases of $71.6 million, $19.8 million, $7.8 million, and $1.7 million in gaming, food and beverage, room, and other operating expenses, respectively. The increase in expenses for the three months ended June 30, 2021 was primarily driven by an increase in revenues due to a full quarter of operations during the three months ended June 30, 2021 coupled with the easing of COVID-19 mitigation measures. The $101.0 million, or 55%, increase in operating expenses for the six months ended June 30, 2021 compared to the prior year resulted from an increase of $89.8 million, $8.4 million, and $3.5 million gaming, food and beverage, and room expenses, respectively offset by a $0.7 million decrease in other operating expenses. The decrease in other operating expenses was primarily related to lack of entertainment and other events during the six months ended June 30, 2021 as a result of COVID-19 related restrictions on our operations. The increase in gaming, food and beverage, and room expenses for the six months ended June 30, 2021 was primarily driven by an increase in occupancy due to a full six months of operations coupled with the easing of COVID-19 mitigation measures. In the prior year period, our operations were subject to mandatory property closure requirements commencing in March 2020, as discussed above.

Selling, General and Administrative Expenses

The $20.7 million, or 64%, increase in selling, general and administrative (“SG&A”) expenses for the three months ended June 30, 2021 compared to the prior year was primarily attributable to a full quarter of operations during the three months ended June 30, 2021. The $26.7 million, or 33%, increase in SGA expenses for the six months ended June 30, 2021 compared to the prior year was also primarily attributable to a full six months of operations during the six months ended June 30, 2021. In the prior year period, our operations were subject to mandatory property closure requirements commencing in March 2020, as discussed above, which resulted in a lower payroll and other expenses for the three and six months ended June 30, 2020. 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 decrease in depreciation and amortization expenses for the three and six months ended June 30, 2021 of $5.2 million, or 16%, and $9.2 million, or 15%, respectively, compared to the prior year period primarily related to assets acquired in connection with the American Casino and Entertainment Properties LLC acquisition being fully depreciated and no material capital expenditures added during the three and six months ended June 30, 2021.

Loss on disposal of assets

Loss on disposal of assets for the three and six months ended June 30, 2021 and 2020 primarily consisted of disposals of property and equipment for our Distributed Gaming segment during the period.

Preopening Expenses

Preopening expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of tavern and casino locations. Preopening expenses for the three and six months ended June 30, 2021 and 2020 primarily related to our planned expansion into new markets for our Distributed Gaming segment.

Severance Expenses

Severance expenses for the three months and six months ended June 30, 2020 were incurred as a result of the mitigating actions we took to preserve liquidity in light of the COVID-19 pandemic.

Non-Operating Income (Expense), Net

We recognized non-operating income of $60.0 million for the three and six months ended June 30, 2021, in connection with the execution of an amendment to our agreement with William Hill providing for certain payments arising from the acquisition of William Hill PLC by Caesars discussed in “Note 9 — Commitments and Contingencies.” The recognition of non-operating income coupled with a decrease in interest expense, net, in the amount of $0.2 million, or 1%, and $2.9 million, or 8%, for the three and six months ended June 30, 2021, respectively, attributed to an increase in non-operating income (expense), net of $60.2 million, or 367%, and $62.9 million, or 179%, for the three and six months ended June 30, 2021, respectively, over the prior year period.

Income Taxes

Our effective income tax rate was 0.8% and 0.4% for the three and six months ended June 30, 2021, respectively, and (0.3)% and (0.2)% for the three and six months ended June 30, 2020, respectively. The effective income tax rate differed from the federal tax rate of 21% due primarily to the change in valuation allowance against our deferred tax assets both for three and six months ended June 30, 2021 and 2020.

Non-GAAP Measures

To supplement our consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”), we use Adjusted EBITDA, a measure we believe is appropriate to provide meaningful comparison with, and to enhance an overall understanding of, our past financial performance and prospects for the future. We believe Adjusted EBITDA provides useful information to both management and investors by excluding specific expenses and gains that we believe are not indicative of our core operating results. Further, Adjusted EBITDA is a measure of operating performance used by management, as well as industry analysts, to evaluate operations and operating performance and is 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. A reconciliation of net loss to Adjusted EBITDA is provided in the table below.

We define “Adjusted EBITDA” as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, impairment of goodwill and intangible assets, severance expenses, preopening and related expenses, gain or loss on disposal of assets, share-based compensation expenses, change in non-cash lease expense, change in fair value of derivative, and other non-cash charges.

The following table presents a reconciliation of Adjusted EBITDA to net income (loss):


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021			2020
Net income (loss)	$	103,006	$	(78,566)	$	113,626		$	(111,186)
Other non-operating income	(60,000)		—		(60,000)		—	—
Depreciation and amortization	26,682		31,930		53,868			63,086
Change in non-cash lease expense	221		170		660			331
Impairment of goodwill and intangible assets	—		21,411		—			27,872
Share-based compensation	2,668		1,756		5,673			4,002
Loss on disposal of assets	610		702		819			1,291
Preopening and related expenses (1)	109		9		229			339
Severance expenses	—		367		—			3,343
Other, net	761		117		2,929			474
Interest expense, net	16,169		16,407		32,217			35,153
Change in fair value of derivative	—		—		—			1
Income tax provision	786		206		489			258
Adjusted EBITDA	$	91,012	$	(5,491)	$	150,510		$	24,964

(1)Preopening and related expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of tavern and casino locations.

Liquidity and Capital Resources

As of June 30, 2021, we had $152.5 million in cash and cash equivalents. We currently believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our Revolving Credit Facility will be sufficient to meet our capital requirements during the next 12 months. As of June 30, 2021, we had borrowing availability of $200 million under our Revolving Credit Facility.

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 in both our Casinos and Distributed Gaming segments 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 $119.4 million for the six months ended June 30, 2021, compared to net cash used in operating activities $10.5 million for the prior year period. The change was primarily related to a full six months of operations during the six months ended June 30, 2021 coupled with the easing of COVID-19 mitigation measures discussed in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of COVID-19 and the timing of working capital spending.

Net cash used in investing activities was $11.2 million for the six months ended June 30, 2021, compared to $21.9 million for the prior year period. The change in net cash used in investing activities reflects management’s continuing focus on preservation of liquidity and deferral of material capital expenditures in light of the ongoing COVID-19 pandemic.

Net cash used in financing activities was $59.2 million for the six months ended June 30, 2021, primarily due to the repayment of outstanding borrowings under the Term Loan with a principal amount of $47 million (defined in “Note 5 — Long-Term Debt” in Part I, Item 1: Financial Statements), repayment of notes payable and finance leases, and tax withholding on option exercises and the vesting of RSUs. Net cash provided by financing activities was $6.8 million for the six months ended June 30, 2020, primarily due to borrowings under our Revolving Credit Facility as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of the COVID-19 pandemic.

Long-Term Debt

During the three months ended June 30, 2021, we made a $47 million prepayment of principal under the Term Loan, thereby eliminating the requirement to make any further quarterly installment payments and reducing the final installment payment due at maturity to $725 million. We also extinguished our obligations under notes payable and finance leases of $6.4 million.

Refer to “Note 5 — Long-Term Debt” in Part I, Item 1: Financial Statements and to “Liquidity and Capital Resources” in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report for additional discussion on our debt instruments.

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 normally 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 normally fund such capital expenditures through our operating cash flows.

In September 2018, we entered into an agreement with American Wagering, Inc. and William Hill U.S. HoldCo, Inc. (collectively, “William Hill”), which contemplated that William Hill would be obligated to make a one-time payment to us in the event of a change of control transaction with respect to William Hill. Under this agreement, as amended, the April 22, 2021 acquisition of William Hill PLC by Caesars constituted the change of control event triggering this payment. On May 26, 2021, we amended this agreement to require that William Hill and Caesars, as the acquiring party, make an initial payment to us in the amount of $60 million by July 15, 2021 and to provide for a second contingent payment in the event of a sale of the William Hill business in the United Kingdom. There were no remaining contingencies associated with the initial payment and we recognized non-operating income for this initial amount in June 2021. Golden received this amount on July 14, 2021.

Refer to “Note 9 — Commitments and Contingencies” in Part I, Item 1: Financial Statements for additional information regarding the William Hill payments and other commitments and contingencies that may affect our liquidity.

Share Repurchase Program

On March 12, 2019, our Board of Directors authorized the repurchase of up to $25 million worth of shares of common stock and on August 3, 2021, our Board of Directors increased the March 12, 2019 authorization to $50 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 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. There were no repurchase transactions under our share repurchase program during the three and six months ended June 30, 2021 and 2020.

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 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. Actual results may differ materially from these estimates.

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, 2021.

Commitments and Contractual Obligations

For the three and six months ended June 30, 2021, there were no material changes in our commitments under contractual obligations as compared to those disclosed in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Other Items Affecting Liquidity – Contractual Obligations in our Annual Report other than those discussed in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Long-Term Debt.

Seasonality

We believe that our Casinos and Distributed Gaming segments are affected by seasonal factors, including holidays, weather and travel conditions. Our Las Vegas and Pahrump casinos as well as our Nevada distributed gaming businesses have historically experienced lower revenues during the summer as a result of fewer tourists due to higher temperatures in addition to increased vacation activity by local residents. Our casinos in Laughlin and Rocky Gap typically experience higher revenues during summer months with increased visitation and may be adversely impacted by inclement weather during winter months. Our Montana distributed gaming operations also typically experience higher revenues during the summer due to the inclement weather in other seasons. While other factors like the COVID-19 pandemic, unemployment levels, market competition and the diversification of our business 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

The casino and distributed gaming industries are 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, 2021, our variable rate long-term debt primarily comprised our indebtedness under the Credit Facility (defined in “Note 5 — Long-Term Debt” in Part I, Item 1: Financial Statements).

Our primary interest rate under the Credit Facility is the Eurodollar rate plus an applicable margin. The weighted-average effective interest rate on our outstanding borrowings under the Credit Facility was approximately 3.75% for both the three and six months ended June 30, 2021. 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 $3.6 million over a twelve-month period.

As of June 30, 2021, our investment portfolio included $152.5 million in cash and cash equivalents and we did not hold any short-term investments.

We continue to evaluate the potential impact of the eventual replacement of the LIBOR benchmark interest rate, which was set to start transitioning out at the end of 2021. While some LIBOR rates will now be extended through June 2023, or 18 months beyond the original 2021 deadline, lenders are not allowed to issue new loans and other financial instruments that are linked to LIBOR beyond 2021. Although we are not able to predict what will become a widely accepted benchmark in place of LIBOR, or the exact impact such a transition may have, our current expectation is that this transition will not have a material impact on our business, financial condition or results of operations.

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, 2021, 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, 2021.

During the quarter ended June 30, 2021, 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 9 — Commitments and Contingencies — Legal Matters” 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 6. EXHIBITS


Exhibits						Description

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)

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 6, 2021			/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)

Golden Entertainment - 10-Q quarterly report FY2021 Q2

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PART I.	FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1

	Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	1

	Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020	2

	Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2021 and 2020	3

	Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020	4

	Condensed Notes to Consolidated Financial Statements	6

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26

ITEM 4.	CONTROLS AND PROCEDURES	26

PART II.	OTHER INFORMATION	26

ITEM 1.	LEGAL PROCEEDINGS	26

ITEM 1A.	RISK FACTORS	27

ITEM 6.	EXHIBITS	28

SIGNATURES		29