0001071255false00010712552023-07-252023-07-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2023
________________________________________
GOLDEN ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
________________________________________
Minnesota000-2499341-1913991
(State or other jurisdiction of incorporation)(Commission File Number)(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
________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueGDENThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐




Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 25, 2023, Golden Entertainment, Inc. (the “Company”) completed the sale of the Rocky Gap Casino Resort (“Rocky Gap”) to Century Casinos, Inc. (“Century”) and VICI Properties, L.P. (“VICI”), an affiliate of VICI Properties Inc., for aggregate cash consideration of $260 million, subject to adjustments, pursuant to the previously announced Equity Purchase Agreement with Century and VICI, and Real Estate Purchase Agreement with VICI (collectively, the “Purchase Agreements”). The foregoing description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreements, copies of which were filed as Exhibits 2.1 and 2.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 25, 2022, and are incorporated herein by reference.
The Company used a portion of the net cash proceeds from the sale of Rocky Gap to repay in full and discharge the term loan B facility under the Company’s First Lien Credit Agreement, dated as of October 20, 2017, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto, the Agent, JPMorgan Chase Bank, N.A., as collateral agent, and the other parties thereto, as amended (the “Credit Facility”). The Company’s $400 million term loan B-1 credit facility and undrawn $240 million revolving credit facility under the Credit Facility remain outstanding.
On July 25, 2023, the Company issued a press release captioned “Golden Entertainment Completes Sale of Rocky Gap Casino Resort for $260 Million.” A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(b)    Pro Forma Financial Information
Unaudited pro forma financial information of the Company to give effect to the Rocky Gap sale transaction and the use of proceeds thereof is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d)Exhibits
99.1
99.2
104The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
















SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GOLDEN ENTERTAINMENT, INC.
(Registrant)
Dated: July 28, 2023/s/ Charles H. Protell
Name:Charles H. Protell
Title:President and Chief Financial Officer


Exhibit 99.1



image_1.jpg


UNAUDITED PRO FORMA FINANCIAL INFORMATION
On July 25, 2023, Golden Entertainment, Inc. (“Golden” or the “Company”) completed the sale of Rocky Gap Casino Resort (“Rocky Gap”) to Century Casinos, Inc. (“Century”) and VICI Properties, L.P. (“VICI”), an affiliate of VICI Properties Inc., for aggregate consideration of $260 million (the “Transaction”). Specifically, Century acquired the operations of Rocky Gap for approximately $56.1 million, subject to customary working capital adjustments, and VICI acquired an interest in the land and buildings associated with Rocky Gap for approximately $203.9 million. A portion of the sale proceeds was used to repay $175 million in principal amount of term loan B loans outstanding under the Company’s senior secured credit facilities.
The unaudited pro forma condensed consolidated financial statements have been derived from the Company’s historical consolidated financial statements and give effect to the Transaction. The following unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 and for the year ended December 31, 2022 reflect the Company’s results as if the Transaction had occurred as of January 1, 2022. The adjustments in the “Transaction Accounting Adjustments” column in the unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 and for the year ended December 31, 2022 give effect to the Transaction as if it had occurred as of January 1, 2022. The following unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2023 reflects the Company’s financial position as if the Transaction had occurred on March 31, 2023.
The unaudited pro forma condensed consolidated financial statements have been prepared based upon the information available to management as of the filing date and management estimates and are subject to assumptions and adjustments described below and in the accompanying notes to those financial statements. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date. The unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only and should not be considered indicative of what the Company’s results of operations or financial condition would have been had the Transaction been completed on the dates indicated in the unaudited pro forma condensed consolidated financial statements and do not purport to project the Company’s future results of operation or financial condition after giving effect to the Transaction. The actual financial position and results of operations of the Company may differ significantly from those reflected in the following unaudited pro forma condensed consolidated financial statements for a number of reasons, including but not limited to differences between the assumptions used to prepare these unaudited pro forma condensed consolidated financial statements and actual amounts. The Company therefore cautions you not to place undue reliance on the following unaudited pro form condensed consolidated financial statements.
The following unaudited pro forma combined consolidated financial statements give effect to the Transaction in accordance with Article 11 of the Securities and Exchange Commission’s (SEC) Regulation S-X. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” or the Final Rule. The Final Rule became effective on January 1, 2021, and the unaudited pro forma combined consolidated financial information herein is presented in accordance therewith.
The unaudited pro forma combined consolidated financial information set forth below should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the historical consolidated financial statements and the corresponding notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and its Quarterly Report on Form 10-Q for the three months ended March 31, 2023. The use of estimates and projections may affect the reported amounts in the pro forma financial statements, thus the actual results might differ from the pro forma amounts.




Golden Entertainment, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2023
(in thousands)

As ReportedTransaction Accounting AdjustmentsNotesPro Forma
ASSETS
Current assets
Cash and cash equivalents$110,474 $86,146 
(1)
$196,620 
Accounts receivable, net of allowance for credit losses 15,097 — 15,097 
Prepaid expenses21,257 — 21,257 
Inventories7,239 — 7,239 
Other8,234 — 8,234 
Assets held for sale293,365 (41,236)
(2)
252,129 
Total current assets455,666 44,910 500,576 
Property and equipment, net812,308 — 812,308 
Operating lease right-of-use assets, net80,619 — 80,619 
Goodwill80,751 — 80,751 
Intangible assets, net49,718 — 49,718 
Deferred income tax assets11,822 — 11,822 
Other assets9,000 — 9,000 
Total assets$1,499,884 $44,910 $1,544,794 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities— 
Current portion of long-term debt and finance leases$477 $— $477 
Current portion of operating leases12,989 — 12,989 
Accounts payable17,722 — 17,722 
Accrued payroll and related19,556 — 19,556 
Accrued liabilities36,680 6,047 
(3)
42,727 
Liabilities related to assets held for sale74,472 (11,039)
(2)
63,433 
Total current liabilities161,896 (4,992)156,904 
Long-term debt, net and non-current finance leases901,405 (175,000)
(1)
726,405 
Non-current operating leases83,609 — 83,609 
Deferred income tax liabilities53 — 53 
Other long-term obligations448 — 448 
Total liabilities1,147,411 (179,992)967,419 
Commitments and contingencies (Note 10)
Shareholders’ equity
Common stock288 — 288 
Additional paid-in capital467,977 — 467,977 
Retained Earnings— 224,902 
(4)
224,902 
Accumulated deficit(115,792)— (115,792)
Total shareholders’ equity$352,473 $224,902 $577,375 
Total liabilities and shareholders’ equity$1,499,884 $44,910 $1,544,794 

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
2



Golden Entertainment, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Three Months Ended March 31, 2023
(Unaudited, in thousands, except per share data)

As ReportedTransaction Accounting AdjustmentsNotesPro Forma
Revenues
Gaming$188,087 $(14,514)
(5)
$173,573 
Food and beverage46,271 (1,866)
(5)
44,405 
Rooms30,577 (1,545)
(5)
29,032 
Other13,116 (203)
(5)
12,913 
Total revenues278,051 (18,128)259,923 
Expenses
Gaming106,926 (7,665)
(5)
99,261 
Food and beverage34,022 (1,217)
(5)
32,805 
Rooms14,781 (722)
(5)
14,059 
Other operating3,830 (141)
(5)
3,689 
Selling, general and administrative62,036 (3,263)
(5)
58,773 
Depreciation and amortization23,508 — 23,508 
Gain on disposal of assets(86)— (86)
Preopening expenses384 — 384 
Total expenses245,401 (13,008)232,393 
Operating income32,650 (5,120)27,530 
Non-operating expense
Interest expense, net(18,236)3,251 
(6)
(14,985)
Total non-operating expense, net(18,236)3,251 (14,985)
Income before income tax provision14,414 (1,869)12,545 
Income tax provision(2,784)396 
(7)
(2,388)
Net income$11,630 $(1,473)$10,157 
Weighted-average common shares outstanding
Basic28,308 28,308 
Diluted30,904 30,904 
Net income per share
Basic$0.41 $0.36 
Diluted$0.38 $0.33 

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.










3



Golden Entertainment, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2022
(in thousands, except per share data)

As ReportedTransaction Accounting AdjustmentsNotesPro Forma
Revenues
Gaming$760,906 $(59,553)
(5)
$701,353 
Food and beverage175,363 (8,440)
(5)
166,923 
Rooms122,324 (7,787)
(5)
114,537 
Other63,126 (2,230)
(5)
60,896 
Total revenues1,121,719 (78,010)1,043,709 
Expenses
Gaming428,984 (30,647)
(5)
398,337 
Food and beverage131,863 (4,922)
(5)
126,941 
Rooms56,414 (2,939)
(5)
53,475 
Other operating19,889 (1,178)
(5)
18,711 
Selling, general and administrative235,404 (12,919)
(5)
222,485 
Depreciation and amortization100,123 (2,423)
(5)
97,700 
Loss on disposal of assets934 — 934 
Preopening expenses161 — 161 
Gain on sale— (224,902)
(4)
(224,902)
Total expenses973,772 (279,930)693,842 
Operating income 147,947 201,920 349,867 
Non-operating expense
Interest expense, net(63,490)8,556 
(6)
(54,934)
Loss on debt extinguishment and modification(1,590)— (1,590)
Total non-operating expense, net(65,080)8,556 (56,524)
Income before income tax provision82,867 210,476 293,343 
Income tax provision(521)(44,646)
(7)
(45,167)
Net income $82,346 $165,830 $248,176 
Weighted-average common shares outstanding
Basic28,662 28,662 
Diluted31,514 31,514 
Net income per share
Basic$2.87 $8.66 
Diluted$2.61 $7.88 

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
4



Notes to Unaudited Pro Forma Consolidated Financial Statements
Transaction Accounting Adjustments
(1) Represents cash proceeds from the closing of the Transaction, subject to estimated closing adjustments, in the amount of $261.1 million less $175 million paid to repay $175 million in principal amount of term loan B loans outstanding under the Company’s senior secured credit facilities.
(2) Represents the elimination of assets and liabilities of Rocky Gap as part of the Transaction.
(3) Represents transaction costs incurred upon closing of the Transaction that had not been accrued for or paid as of July 25, 2023.
(4) This adjustment reflects the gain of $224.9 million arising from the Transaction as of July 25, 2023. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments.
(5) Represents the elimination of historical revenue and operating costs and expenses related to Rocky Gap for the three months ended March 31, 2023 and year ended December 31, 2022.
(6) Represents the elimination of interest expense on the term loan B loans that were repaid with a portion of the proceeds of the Transaction.
(7) Represents the estimated income tax effect for the three months ended March 31, 2023 and for the year ended December 31, 2022 as a result of the Transaction. The tax effect of the pro forma adjustments was calculated using the historical statutory rates in effect for the periods presented.

5


Exhibit 99.2



image_1.jpg


GOLDEN ENTERTAINMENT COMPLETES SALE OF ROCKY GAP
CASINO RESORT FOR $260 MILLION

LAS VEGAS – July 25, 2023 – Golden Entertainment, Inc. (NASDAQ: GDEN) (“Golden” or the “Company”) announced today that it completed the previously disclosed sale of Rocky Gap Casino Resort (“Rocky Gap”) for aggregate cash consideration of approximately $260 million, subject to customary working capital adjustments. Pursuant to the terms of the agreements, Century Casinos, Inc. (NASDAQ: CNTY) acquired the operations of Rocky Gap for approximately $56.1 million, subject to customary working capital adjustments, and VICI Properties Inc. (NYSE: VICI) acquired an interest in the land and buildings associated with Rocky Gap for approximately $203.9 million. $175 million of the sale proceeds will be used to repay term loans outstanding.
Macquarie Capital acted as exclusive financial advisor, and Latham & Watkins and Duane Morris acted as legal counsels to Golden in connection with the transactions.
About Golden
Golden Entertainment owns and operates a diversified entertainment platform, consisting of a portfolio of gaming and hospitality assets that focus on casino, branded taverns, and distributed gaming operations. Golden Entertainment operates over 15,800 slots, over 100 table games, and over 6,000 hotel rooms. Golden Entertainment owns eight casinos in Southern Nevada and 65 gaming taverns in Nevada. Through its distributed gaming operations in Nevada and Montana, Golden Entertainment operates video gaming devices at nearly 1,000 locations. For more information, visit www.goldenent.com.
Forward-Looking Statements
This press release contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. 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 in this press release include, without limitation statements regarding the use of proceeds from the Rocky Gap sale 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 the Company’s current expectations and assumptions regarding its 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 the actual results to differ materially include: changes in national, regional and local economic and market conditions; legislative and regulatory matters (including the cost of compliance or failure to comply with applicable laws and regulations); increases in gaming taxes and fees in the jurisdictions in which the Company operates; litigation; increased competition; the Company’s ability to renew its distributed gaming contracts; reliance on key personnel (including our Chief Executive Officer, President and Chief Financial Officer, and Chief Operating Officer); the level of the Company’s indebtedness and its ability to comply with covenants in its debt instruments; terrorist incidents; natural disasters; severe weather conditions (including weather or road conditions that limit access to the Company’s properties); the effects of environmental and structural building conditions; the effects of disruptions to the Company’s information technology and other




systems and infrastructure; factors affecting the gaming, entertainment and hospitality industries generally; and other risks and uncertainties discussed in the Company’s filings with the SEC, including the “Risk Factors” sections of the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.
Contacts
Golden Entertainment, Inc.Investor Relations
Charles H. ProtellRichard Land
President and Chief Financial OfficerJCIR
(702) 893-7777(212) 835-8500 or gden@jcir.com

2
v3.23.2
Cover
Jul. 25, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 25, 2023
Entity Registrant Name GOLDEN ENTERTAINMENT, INC.
Entity Incorporation, State or Country Code MN
Entity File Number 000-24993
Entity Tax Identification Number 41-1913991
Entity Address, Address Line One 6595 S Jones Boulevard
Entity Address, City or Town Las Vegas
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89118
City Area Code 702
Local Phone Number 893-7777
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol GDEN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001071255
Amendment Flag false
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