0001071255false00010712552024-01-102024-01-10

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): January 10, 2024
________________________________________
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 January 10, 2024, Golden Entertainment, Inc. (the “Company”) completed the sale of its distributed gaming operations in Nevada to J&J Ventures Gaming of Nevada, LLC (“J&J Nevada”) for cash consideration of $213.5 million, subject to adjustments, pursuant to the previously announced Membership Interest Purchase Agreement (the “Nevada Purchase Agreement”) entered into among the Company and J&J Nevada on March 3, 2023, plus purchased cash, comprised of cash and cash equivalents related to such operations at the time of closing. On September 13, 2023, the Company completed the sale of its distributed gaming operations in Montana to J&J Ventures Gaming of Montana, LLC (“J&J Montana”) and J&J Ventures Gaming, LLC (“J&J Ventures”) pursuant to the previously announced Membership Interest Purchase Agreement (the “Montana Purchase Agreement” and, together with the Nevada Purchase Agreement, the “Purchase Agreements”) entered into between the Company, J&J Montana and J&J Ventures on March 3, 2023.
The foregoing descriptions of the Purchase Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreements, copies of which were filed as Exhibit 2.1 and Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2023, and are incorporated herein by reference.
On January 10, 2024, the Company issued a press release captioned “Golden Entertainment Completes Sale of Nevada Distributed Gaming Operations.” A copy of the press release is attached hereto as Exhibit 99.1 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 distributed gaming operations in Nevada sale transaction 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: January 10, 2024/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
The unaudited pro forma condensed consolidated financial information (“Unaudited Pro Forma Financial Information”) included herein presents the unaudited pro forma condensed consolidated balance sheet (“Unaudited Pro Forma Condensed Consolidated Balance Sheet”) and the unaudited pro forma condensed consolidated statement of operations (“Unaudited Pro Forma Condensed Consolidated Statement of Operations”) of Golden Entertainment, Inc. (“Golden Entertainment” or the “Company”) after giving pro forma effect to the sales of Rocky Gap Casino Resort (“Rocky Gap”), distributed gaming operations in Montana (“Distributed Gaming — Montana”) and distributed gaming operations in Nevada (“Distributed Gaming — Nevada”) (together the “Combined Transactions”), and the adjustments described in the accompanying notes.
Divestitures
Sale of Distributed Gaming — Nevada
On January 10, 2024, Golden Entertainment completed the sale of its distributed gaming operations in Nevada to J&J Ventures Gaming of Nevada, LLC (“J&J Nevada”) for cash consideration of approximately $213.5 million, subject to adjustments, plus purchased cash, comprised of cash and cash equivalents related to such operations at the time of closing (the “Transaction”).
Sale of Distributed Gaming — Montana

On September 13, 2023, Golden Entertainment completed the sale of its distributed gaming operations in Montana to J&J Ventures Gaming of Montana, LLC (“J&J Montana”) and J&J Ventures Gaming, LLC for cash consideration of approximately $109 million, subject to adjustments, plus purchased cash, comprised of cash and cash equivalents related to such operations at the time of closing.
Sale of Rocky Gap
On July 25, 2023, Golden Entertainment completed the sale of 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. Specifically, Century acquired the operations of Rocky Gap for approximately $56.1 million, subject to adjustment based on Rocky Gap’s working capital and cage cash at closing, 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.
Basis of Presentation
The unaudited pro forma condensed consolidated financial statements have been derived from the Company’s historical consolidated financial statements and give effect to the Combined Transactions.
The following unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023 and for the year ended December 31, 2022 reflect the Company’s results as if the Combined Transactions 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 nine months ended September 30, 2023 and for the year ended December 31, 2022 give effect to the Combined Transactions as if they had occurred as of January 1, 2022.




The following unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2023 reflects the Company’s financial position as if the Transaction had occurred on September 30, 2023. The sales of Distributed Gaming — Montana and Rocky Gap are already reflected in Golden Entertainment’s historical unaudited consolidated balance sheet as of September 30, 2023. Therefore, no pro forma balance sheet adjustments are necessary to show the pro forma impact of these transactions.
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 Combined Transactions 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 Combined Transactions. 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 Combined Transactions 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 nine months ended September 30, 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.
2



Golden Entertainment, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2023
(in thousands)

As ReportedTransaction Accounting AdjustmentsPro Forma
ASSETS
Current assets
Cash and cash equivalents$261,161 $239,843 
(1)
$501,004 
Accounts receivable, net of allowance for credit losses 16,720 — 16,720 
Prepaid expenses17,269 2,000 
(2)
19,269 
Inventories7,381 — 7,381 
Other895 — 895 
Assets held for sale204,209 (204,209)
(3)
— 
Total current assets507,635 37,634 545,269 
Property and equipment, net808,178 — 808,178 
Operating lease right-of-use assets, net75,167 — 75,167 
Goodwill80,751 — 80,751 
Intangible assets, net49,063 — 49,063 
Deferred income tax assets14,759 — 14,759 
Other assets9,110 — 9,110 
Total assets$1,544,663 $37,634 $1,582,297 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities— 
Current portion of long-term debt and finance leases$4,911 $— $4,911 
Current portion of operating leases13,213 — 13,213 
Accounts payable22,195 — 22,195 
Income tax payable62,750 — 62,750 
Accrued payroll and related20,678 — 20,678 
Accrued liabilities34,505 1,065 
(4)
35,570 
Liabilities related to assets held for sale46,239 (46,239)
(3)
— 
Total current liabilities204,491 (45,174)159,317 
Long-term debt, net and non-current finance leases716,493 — 716,493 
Non-current operating leases77,725 — 77,725 
Other long-term obligations370 — 370 
Total liabilities999,079 (45,174)953,905 
Commitments and contingencies
Shareholders’ equity
Common stock286 — 286 
Additional paid-in capital474,450 — 474,450 
Retained Earnings70,848 82,808 
(5)
153,656 
Total shareholders’ equity$545,584 $82,808 $628,392 
Total liabilities and shareholders’ equity$1,544,663 $37,634 $1,582,297 

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 Nine Months Ended September 30, 2023
(Unaudited, in thousands, except per share data)

As ReportedRocky GapDistributed Gaming - Montana SubtotalDistributed Gaming - NevadaTransaction Accounting AdjustmentsPro Forma
Revenues
Gaming$535,619 $(33,159)$(77,148)$425,312 
(6)
$(179,208)
(6)
$— $246,104 
Food and beverage137,312 (4,881)— 132,431 
(6)
(554)
(6)
— 131,877 
Rooms92,912 (4,322)— 88,590 
(6)
— — 88,590 
Other56,615 (1,094)(3,730)51,791 
(6)
(717)
(6)
801 
(9)
51,875 
Total revenues822,458 (43,456)(80,878)698,124 (180,479)801 518,446 
Expenses
Gaming307,126 (17,654)(67,737)221,735 
(6)
(158,843)
(6)
— 62,892 
Food and beverage101,243 (2,960)— 98,283 
(6)
(313)
(6)
— 97,970 
Rooms46,118 (1,610)— 44,508 
(6)
— — 44,508 
Other operating17,222 (620)(1,773)14,829 
(6)
(64)
(6)
— 14,765 
Selling, general and administrative196,856 (8,170)(1,559)187,127 
(6)
(3,836)
(6)
(1,261)
(9)
182,030 
Depreciation and amortization67,175 — (1,164)66,011 
(6)
(1,231)
(6)
— 64,780 
Gain on disposal of assets(125)— 238 113 
(6)
(1)
(6)
— 112 
Gain on sale of assets(305,829)— — (305,829)— 305,829 
(6)
— 
Preopening expenses575 — — 575 — — 575 
Total expenses430,361 (31,014)(71,995)327,352 (164,288)304,568 467,632 
Operating income392,097 (12,442)(8,883)370,772 (16,191)(303,767)50,814 
Non-operating expense
Interest expense, net(52,345)7 — (52,338)
(6)
69 
(6)
7,730 
(7)
(44,539)
Loss on debt extinguishment and modification(405)— — (405)— — (405)
Total non-operating expense, net(52,750)7 — (52,743)69 7,730 (44,944)
Income before income tax provision339,347 (12,435)(8,883)318,029 (16,122)(296,037)5,870 
Income tax provision(74,219)— — (74,219)— 71,867 
(8)
(2,352)
Net income $265,128 $(12,435)$(8,883)$243,810 $(16,122)$(224,170)$3,518 
Weighted-average common shares outstanding
Basic28,662 28,662 
Diluted30,900 30,900 
Net income per share
Basic$9.25 $0.12 
Diluted$8.58 $0.11 

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




4



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 ReportedRocky GapDistributed Gaming - MontanaSubtotalDistributed Gaming - NevadaTransaction Accounting AdjustmentsPro Forma
Revenues
Gaming$760,906 $(59,553)$(104,594)$596,759 
(6)
$(253,738)
(6)
$— $343,021 
Food and beverage175,363 (8,440)— 166,923 
(6)
(716)
(6)
— 166,207 
Rooms122,324 (7,787)— 114,537 
(6)
— — 114,537 
Other63,126 (2,230)(4,765)56,131 
(6)
(1,659)
(6)
1,067 
(9)
55,539 
Total revenues1,121,719 (78,010)(109,359)934,350 (256,113)1,067 679,304 
Expenses
Gaming428,984 (30,647)(90,991)307,346 
(6)
(220,850)
(6)
— 86,496 
Food and beverage131,863 (4,922)— 126,941 
(6)
(403)
(6)
— 126,538 
Rooms56,414 (2,939)— 53,475 
(6)
— — 53,475 
Other operating19,889 (1,178)(2,278)16,433 
(6)
(69)
(6)
— 16,364 
Selling, general and administrative235,404 (12,919)(1,968)220,517 
(6)
(4,632)
(6)
(1,769)
(9)
214,116 
Depreciation and amortization100,123 (2,423)(6,734)90,966 
(6)
(7,369)
(6)
— 83,597 
Gain on disposal of assets934 — 29 963 
(6)
(21)
(6)
— 942 
Preopening expenses161 — — 161 
(6)
— — 161 
Gain on sale— — — — — (389,702)
(10)
(389,702)
Total expenses973,772 (55,028)(101,942)816,802 (233,344)(391,471)191,987 
Operating income 147,947 (22,982)(7,417)117,548 (22,769)392,538 487,317 
Non-operating expense
Interest expense, net(63,490)16 — (63,474)
(6)
3 
(6)
8,540 
(7)
(54,931)
Loss on debt extinguishment and modification(1,590)— — (1,590)— — (1,590)
Total non-operating expense, net(65,080)16 — (65,064)3 8,540 (56,521)
Income (loss) before income tax provision82,867 (22,966)(7,417)52,484 (22,766)401,078 430,796 
Income tax provision(521)— — (521)— (73,763)
(8)
(74,284)
Net income$82,346 $(22,966)$(7,417)$51,963 $(22,766)$327,315 $356,512 
Weighted-average common shares outstanding
Basic28,662 28,662 
Diluted31,514 31,514 
Net income per share
Basic$2.87 $12.44 
Diluted$2.61 $11.31 

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
5



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, plus purchased cash of approximately $37.6 million, in the amount of $241.8 million less prefunded cash in the amount of $2 million discussed in Note (2).
(2) Represents prefunded cash required to support the gaming operations of Golden Entertainment’s branded tavern locations in Nevada at financial terms consistent with the Company’s past practice.
(3) Represents the elimination of assets and liabilities of Distributed Gaming — Nevada as part of the Transaction.
(4) Represents transaction costs incurred in connection with the closing of the Transaction that had not been accrued for or paid as of January 10, 2024.
(5) This adjustment reflects the gain of $83.9 million arising from the Transaction as of January 10, 2024, less $1.1 million in transaction costs discussed in Note (4). No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments.
(6) Represents the elimination of historical revenue and operating costs and expenses related to the sales of Rocky Gap, Distributed Gaming — Montana and Distributed Gaming — Nevada completed on July 25, 2025, September 13, 2023 and January 10, 2024, respectively, for the nine months ended September 30, 2023 and year ended December 31, 2022.
(7) Represents the elimination of interest expense on the term loan B loans that were repaid with a portion of the proceeds from the sale of Rocky Gap on July 25, 2023.
(8) Represents the estimated income tax effect for the nine months ended September 30, 2023 and for the year ended December 31, 2022 as a result of the Combined Transactions. The tax effect of the pro forma adjustments was calculated using the historical statutory rates in effect for the periods presented.
(9) Represents rental income recognized from sub-leasing of Golden Entertainment's premises to J&J Nevada and elimination of certain shared costs in connection with the Transaction.
(10) Represents gain on sales of Rocky Gap in the amount of $232.3 million, Distributed Gaming — Montana in the amount of $73.5 million and Distributed Gaming — Nevada in the amount of $83.9 million.


6


Exhibit 99.2



image_1.jpg

GOLDEN ENTERTAINMENT COMPLETES SALE OF NEVADA DISTRIBUTED GAMING OPERATIONS

LAS VEGAS – January 10, 2024 – Golden Entertainment, Inc. (NASDAQ: GDEN) (“Golden Entertainment” or the “Company”) announced today that it completed the previously disclosed sale of its distributed gaming operations in Nevada (“Nevada Distributed Gaming Operations”) to an affiliate of J&J Ventures Gaming, LLC (“J&J Gaming”). Pursuant to the terms of the purchase agreement entered into among Golden Entertainment, J&J Gaming and the other parties thereto, J&J Gaming acquired Golden Entertainment’s Nevada Distributed Gaming Operations for cash consideration of approximately $213.5 million, subject to customary working capital and other adjustments, plus purchased cash (comprised of cash and cash equivalents related to such operations at the time of closing) of approximately $37.5 million. The Company previously completed the sale of its distributed gaming operations in Montana to an affiliate of J&J Gaming on September 13, 2023.
Latham & Watkins LLP acted as a legal counsel to Golden Entertainment in connection with this transaction.
About Golden Entertainment
Golden Entertainment owns and operates a diversified entertainment platform, consisting of a portfolio of gaming and hospitality assets that focus on casino and branded tavern operations. Golden Entertainment operates nearly 5,600 slots, over 100 table games, and over 6,000 hotel rooms. Golden Entertainment owns eight casinos and 69 gaming taverns in Nevada. For more information, visit www.goldenent.com.
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


v3.23.4
Cover
Jan. 10, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 10, 2024
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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