Form 8-K - Current report

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): November 2, 2023

________________________________________

GOLDEN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

________________________________________


Minnesota	000-24993	41-1913991
(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 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 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 2.02 Results of Operations and Financial Condition.

On November 2, 2023, Golden Entertainment, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.


(d)						Exhibits

99.1						Press Release dated November 2, 2023.

104						The 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: November 2, 2023		/s/ Charles H. Protell
		Name:	Charles H. Protell
		Title:	President and Chief Financial Officer

Exhibit 99.1

GOLDEN ENTERTAINMENT REPORTS 2023 THIRD QUARTER RESULTS

–Third quarter revenue of $257.7 million, net income of $241.2 million and Adjusted EBITDA of $53.2 million

–Closed $260 million sale of Rocky Gap Casino Resort in July, closed $109 million sale of Montana distributed gaming business in September

–Paid special cash dividend of $2.00 per share in August, repurchased 252,395 shares of common stock in September

–Reduced term loans by $176 million in the third quarter, repurchased $49.3 million of unsecured notes in October

LAS VEGAS – November 2, 2023 – Golden Entertainment, Inc. (NASDAQ: GDEN) (“Golden” or the “Company”) today reported financial results for the third quarter ended September 30, 2023.

Blake Sartini, Chairman and Chief Executive Officer of Golden, commented, “For our third quarter, we saw improved performance in our Nevada Casino Resorts segment which was primarily driven by increased occupancy and our recent completion of room and pool renovations at The STRAT. Our Nevada Locals Casinos segment maintained the strong performance we have seen throughout the year, while our taverns experienced typical seasonality with lower summer volumes. Following our divestiture of Rocky Gap Casino Resort in July, we completed the sale of our Montana distributed gaming business in September and we remain on track to complete the sale of our Nevada distributed gaming business at the end of the year. The completion of these transactions significantly strengthens our balance sheet, enables return of capital to shareholders and provides financial flexibility to enhance shareholder value.”

The Company allocated $175 million of the cash proceeds from the sale of Rocky Gap Casino Resort to repay its remaining borrowings outstanding under the original term loan. In addition, the Company paid a one-time cash dividend of $2.00 per share of its outstanding common stock and repurchased 252,395 shares of common stock for total consideration of $9.1 million in the third quarter of 2023. As of September 30, 2023, the Company had approximately $91 million of availability remaining under its share repurchase authorization.

Consolidated Results

Third quarter 2023 revenues were $257.7 million, compared to $279.0 million for the third quarter of 2022. Net income for the third quarter of 2023 was $241.2 million, or $7.83 per fully diluted share, compared to net income of $14.0 million, or $0.45 per fully diluted share, for the third quarter of 2022. Third quarter 2023 Adjusted EBITDA was $53.2 million, compared to Adjusted EBITDA of $61.1 million for the third quarter of 2022. Declines in revenues and Adjusted EBITDA were primarily due to the exclusion of full quarter results for the Company’s Rocky Gap Casino Resort and the Montana distributed gaming business that were sold during the third quarter.

The third quarter of 2023 results only include 24 days of operations for the Rocky Gap Casino Resort and do not include 18 days of operations for distributed gaming operations in Montana when compared to the prior year. In addition, earnings for the quarter include the impact of the $305.8 million gain on the sales of the Rocky Gap Casino Resort and the Montana distributed gaming business as well as transaction costs of $8.6 million recognized during the quarter.

Debt and Liquidity

As of September 30, 2023, the Company’s total principal amount of debt outstanding was $738.7 million, consisting primarily of $399.0 million in outstanding borrowings under the new term loan and $335.5 million of senior unsecured notes. As of September 30, 2023, the Company had cash and cash equivalents of $295.9 million. There continues to be no outstanding borrowings under the Company’s $240 million revolving credit facility.

During October 2023, the Company repurchased $49.3 million in principal amount of its senior unsecured notes in open market transactions, thereby reducing the aggregate principal amount of the senior unsecured notes outstanding to $286.2 million.

Investor Conference Call and Webcast

The Company will host a webcast and conference call today, November 2, 2023 at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time), to discuss the 2023 third quarter results. The conference call may be accessed live over the phone by dialing (833) 816-1405 or (412) 317-0498 for international callers. A replay will be available beginning at 8:00 p.m. Eastern Time today and may be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the passcode is 10182492. The replay will be available until November 9, 2023. The call will also be webcast live through the “Investors” section of the Company’s website, www.goldenent.com. A replay of the audio webcast will also be archived on the Company’s website, 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 sale transaction for our distributed gaming business in Nevada (the “Transaction”) and the timing thereof; the Company’s strategies, objectives, business opportunities and plans; anticipated future growth and trends in the Company’s business or key markets; projections of future financial condition, operating results or other financial items; 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: risks and uncertainties related to the Transaction, including the failure to obtain, or delays in obtaining, required regulatory approvals or clearances; the failure to satisfy any of the closing conditions to the Transaction on a timely basis or at all; 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.

Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”), the Company uses Adjusted EBITDA because it is the primary metric used by its chief operating decision makers and investors in measuring both the Company’s past and future expectations of performance. Adjusted EBITDA provides useful information to the users of the Company’s financial statements by excluding specific expenses and gains that the Company believes are not indicative of its core operating results. Further, the Company’s annual performance plan used to determine compensation for its executive officers and employees is tied to the Adjusted EBITDA metric. It is also a measure of operating performance widely used in the gaming industry.

The presentation of this additional information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. In addition, other companies in gaming industry may calculate Adjusted EBITDA differently than the Company does.

The Company defines “Adjusted EBITDA” as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, impairment of goodwill and intangible assets, preopening and related expenses, severance expenses, gain or loss on disposal of assets and businesses, share-based compensation expenses, non-cash lease expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results, calculated before corporate overhead (which is not allocated to each reportable segment).

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 12,100 slots, nearly 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, Golden Entertainment operates video gaming devices at over 600 locations. For more information, visit www.goldenent.com.


Contacts
Golden Entertainment, Inc.			Investor Relations
Charles H. Protell			Richard Land
President and Chief Financial Officer			JCIR
(702) 893-7777			(212) 835-8500 or gden@jcir.com

Golden Entertainment, Inc.

Consolidated Statements of Operations

(Unaudited, in thousands, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues
Gaming	$	165,177	$	188,420	$	535,619	$	575,886
Food and beverage	44,507		43,035		137,312		129,942
Rooms	31,417		30,765		92,912		89,685
Other	16,625		16,773		56,615		46,496
Total revenues	257,726		278,993		822,458		842,009
Expenses
Gaming	94,820		108,040		307,126		323,431
Food and beverage	33,576		33,090		101,243		97,093
Rooms	15,978		14,337		46,118		40,627
Other operating	5,487		4,531		17,222		13,853
Selling, general and administrative	67,727		59,389		196,856		177,586
Depreciation and amortization	22,213		24,286		67,175		75,894
(Gain) loss on disposal of assets	(5)		266		(125)		935
Gain on sale of business	(305,829)		—		(305,829)		—
Preopening expenses	50		2		575		61
Total (income) expenses	(65,983)		243,941		430,361		729,480
Operating income	323,709		35,052		392,097		112,529
Non-operating expense
Interest expense, net	(15,306)		(15,709)		(52,345)		(45,565)
Loss on debt extinguishment and modification	—		(158)		(405)		(1,412)
Total non-operating expense, net	(15,306)		(15,867)		(52,750)		(46,977)
Income before income tax (provision) benefit	308,403		19,185		339,347		65,552
Income tax (provision) benefit	(67,187)		(5,182)		(74,219)		5,737
Net income	$	241,216	$	14,003	$	265,128	$	71,289

Weighted-average common shares outstanding
Basic	28,827		28,505		28,662		28,757
Diluted	30,794		31,148		30,900		31,640
Net income per share
Basic	$	8.37	$	0.49	$	9.25	$	2.48
Diluted	$	7.83	$	0.45	$	8.58	$	2.25

Golden Entertainment, Inc.

Reconciliation of Adjusted EBITDA

(Unaudited, in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues
Nevada Casino Resorts (1)	$	105,524	$	98,856	$	308,262	$	302,789
Nevada Locals Casinos (2)	37,901		37,735		118,968		117,409
Maryland Casino Resort (3)	5,723		21,624		43,456		60,062
Nevada Taverns (4)	26,540		26,483		81,452		83,081
Distributed Gaming (5)	81,872		91,163		261,357		275,156
Corporate and other	166		3,132		8,963		3,512
Total Revenues	$	257,726	$	278,993	$	822,458	$	842,009

Adjusted EBITDA
Nevada Casino Resorts (1)	$	30,837	$	30,122	$	90,592	$	102,589
Nevada Locals Casinos (2)	16,878		16,818		56,509		56,651
Maryland Casino Resort (3)	1,626		7,446		12,652		20,260
Nevada Taverns (4)	7,519		8,306		24,507		29,738
Distributed Gaming (5)	8,441		10,539		28,175		33,354
Corporate and other	(12,116)		(12,176)		(38,673)		(39,196)
Total Adjusted EBITDA	$	53,185	$	61,055	$	173,762	$	203,396
Adjustments
Depreciation and amortization	(22,213)		(24,286)		(67,175)		(75,894)
Non-cash lease expense	10		298		(14)		(113)
Share-based compensation	(3,444)		(3,286)		(10,625)		(10,269)
Gain (loss) on disposal of assets	5		(266)		125		(935)
Gain on sale of business	305,829		—		305,829		—
Loss on debt extinguishment and modification	—		(158)		(405)		(1,412)
Preopening and related expenses (6)	(50)		(2)		(575)		(61)
Severance expenses	(128)		(58)		(128)		(295)
Other, net	(9,485)		1,597		(9,102)		(3,300)
Interest expense, net	(15,306)		(15,709)		(52,345)		(45,565)
Income tax (provision) benefit	(67,187)		(5,182)		(74,219)		5,737
Net income	$	241,216	$	14,003	$	265,128	$	71,289

(1) Comprised of The STRAT Hotel, Casino & Tower, Aquarius Casino Resort and Edgewater Casino Resort.

(2) Comprised of Arizona Charlie’s Boulder, Arizona Charlie’s Decatur, Gold Town Casino, Lakeside Casino & RV Park and Pahrump Nugget Hotel Casino.

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

(4) Comprised of the operations of the Company’s 65 branded tavern locations.

(5) Comprised of distributed gaming operations in Nevada and Montana. In the first quarter of 2023, the Company entered into definitive agreements to sell its distributed gaming operations in Nevada and Montana. On September 13, 2023, the Company completed the sale of its distributed gaming operations in Montana.

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

Cover	Nov. 02, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 02, 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