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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, 2024
OR
☐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)
________________________________________
Minnesota41-1913991
(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 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
As of August 2, 2024, the registrant had 28,314,530 shares of common stock, $0.01 par value per share, outstanding.




GOLDEN ENTERTAINMENT, INC.
FORM 10-Q
INDEX
Page




PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN ENTERTAINMENT, INC.
Consolidated Balance Sheets
(In thousands, except per share data)
June 30, 2024December 31, 2023
(unaudited)
ASSETS
Current assets
Cash and cash equivalents$88,638 $157,550 
Accounts receivable, net of allowance for credit losses of $284 and $696 at June 30, 2024 and December 31, 2023, respectively
16,847 16,951 
Prepaid expenses17,012 22,042 
Inventories7,032 8,097 
Other585 531 
Assets held for sale— 204,271 
Total current assets130,114 409,442 
Property and equipment, net778,371 786,145 
Operating lease right-of-use assets, net83,858 79,396 
Goodwill88,313 84,325 
Intangible assets, net55,354 53,935 
Deferred income tax assets37,351 29,508 
Other assets7,860 9,532 
Total assets$1,181,221 $1,452,283 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt and finance leases$4,699 $4,596 
Current portion of operating leases14,776 13,745 
Accounts payable18,698 18,702 
Income tax payable74,050 42,055 
Accrued payroll and related17,640 21,406 
Accrued liabilities39,459 34,639 
Liabilities related to assets held for sale— 39,233 
Total current liabilities169,322 174,376 
Long-term debt, net and non-current finance leases388,243 658,521 
Non-current operating leases84,374 81,325 
Other long-term obligations250 328 
Total liabilities642,189 914,550 
Commitments and contingencies (Note 10)
Shareholders’ equity
Common stock, $.01 par value; authorized 100,000 shares; 28,315 and 28,669 common shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively
283 287 
Additional paid-in capital478,567 475,970 
Retained earnings60,182 61,476 
Total shareholders’ equity539,032 537,733 
Total liabilities and shareholders’ equity$1,181,221 $1,452,283 
The accompanying condensed notes are an integral part of these consolidated financial statements.
1



GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues
Gaming$78,247 $182,355 $165,196 $370,442 
Food and beverage43,113 46,534 86,774 92,805 
Rooms31,422 30,918 60,822 61,495 
Other14,552 26,874 28,589 39,990 
Total revenues167,334 286,681 341,381 564,732 
Expenses
Gaming20,764 105,380 47,655 212,306 
Food and beverage34,300 33,645 68,476 67,667 
Rooms16,452 15,359 32,686 30,140 
Other2,784 7,905 6,864 11,735 
Selling, general and administrative56,087 67,093 116,074 129,129 
Depreciation and amortization22,616 21,454 44,736 44,962 
(Gain) loss on disposal of assets— (34)14 (120)
Loss (gain) on sale of business792 — (68,944)— 
Preopening expenses4 141 143 525 
Total expenses153,799 250,943 247,704 496,344 
Operating income 13,535 35,738 93,677 68,388 
Non-operating expense
Interest expense, net(8,610)(18,803)(19,296)(37,039)
Loss on debt extinguishment and modification(4,446)(405)(4,446)(405)
Total non-operating expense, net(13,056)(19,208)(23,742)(37,444)
Income before income tax benefit (provision)479 16,530 69,935 30,944 
Income tax benefit (provision)144 (4,248)(27,349)(7,032)
Net income$623 $12,282 $42,586 $23,912 
Weighted-average common shares outstanding
Basic28,798 28,845 28,761 28,578 
Diluted30,234 30,717 30,482 30,831 
Net income per share
Basic$0.02 $0.43 $1.48 $0.84 
Diluted$0.02 $0.40 $1.40 $0.78 
The accompanying notes are an integral part of these consolidated financial statements.
2



GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Shareholders’ Equity
(In thousands)
(Unaudited)
Common StockAdditional Paid-In CapitalAccumulated DeficitTotal Shareholders’ Equity
SharesAmount
Balance, January 1, 202328,179 $282 $480,060 $(127,422)$352,920 
Issuance of stock on options exercised and restricted stock units vested658 6 — — 6 
Share-based compensation— — 3,290 — 3,290 
Tax benefit from share-based compensation— — (15,373)— (15,373)
Net income— — — 11,630 11,630 
Balance, March 31, 202328,837 $288 $467,977 $(115,792)$352,473 
Issuance of stock on options exercised and restricted stock units vested20 1 — — 1 
Share-based compensation— — 3,288 — 3,288 
Net income— — — 12,282 12,282 
Balance, June 30, 202328,857 $289 $471,265 $(103,510)$368,044 

Common StockAdditional Paid-In CapitalRetained EarningsTotal Shareholders’ Equity
SharesAmount
Balance, January 1, 202428,669 $287 $475,970 $61,476 $537,733 
Issuance of stock on options exercised and restricted stock units vested280 3 — — 3 
Share-based compensation— — 3,041 — 3,041 
Tax benefit from share-based compensation— — (5,881)— (5,881)
Dividend payable— — — (7,237)(7,237)
Net income— — — 41,963 41,963 
Balance, March 31, 202428,949 $290 $473,130 $96,202 $569,622 
Issuance of stock on options exercised and restricted stock units vested355 3 3,152 — 3,155 
Repurchase of common stock(989)(10)— (29,520)(29,530)
Share-based compensation— — 2,346 — 2,346 
Tax benefit from share-based compensation— — (61)— (61)
Dividend payable— — — (7,123)(7,123)
Net income— — — 623 623 
Balance, June 30, 202428,315 $283 $478,567 $60,182 $539,032 
The accompanying notes are an integral part of these consolidated financial statements.
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GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended June 30,
20242023
Cash flows from operating activities
Net income$42,586 $23,912 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization44,736 44,962 
Non-cash lease (benefit) expense(233)24 
Share-based compensation5,387 6,578 
Amortization of debt issuance costs and discounts on debt1,422 2,133 
Loss (gain) on disposal of assets14 (120)
Loss (gain) on sale of business(68,944)— 
Provision for credit losses107 501 
Deferred income taxes(7,843)— 
Loss on debt extinguishment and modification4,446 405 
Changes in operating assets and liabilities:
Accounts receivable544 4,652 
Prepaid expenses, inventories and other current assets3,202 16,364 
Other assets(1,985)515 
Accounts payable and other accrued expenses(7,577)1,139 
Income tax payable31,995 — 
Other liabilities(561)(202)
Net cash provided by operating activities47,296 100,863 
Cash flows from investing activities
Purchase of property and equipment, net of change in construction payables(33,848)(53,946)
Proceeds from disposal of property and equipment1 291 
Proceeds from sale of business, net of cash transferred204,066 — 
Acquisition of business, net of cash acquired(7,250)— 
Net cash provided by (used in) investing activities162,969 (53,655)
Cash flows from financing activities
Repayments of term loan(2,000)(400,000)
Issuance of new term loan— 400,000 
Repayment of senior notes(276,453)— 
Repayments of notes payable(661)(260)
Principal payments under finance leases(557)(280)
Payment for debt extinguishment and modification costs(5)(7,818)
Tax withholding on share-based payments(5,942)(15,373)
Dividend paid(7,237)— 
Proceeds from options exercised and issuance of common stock, net3,158 7 
Repurchases of common stock(29,530)— 
Net cash used in financing activities(319,227)(23,724)
Change in cash and cash equivalents(108,962)23,484 
Balance, beginning of period197,600 142,034 
Balance, end of period$88,638 $165,518 
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Six Months Ended June 30,
20242023
Supplemental cash flow disclosures
Cash paid for interest$27,324 $35,518 
Cash paid for income taxes2,900 — 
Non-cash investing and financing activities
Assets acquired under finance lease obligations$3,631 $— 
Payables incurred for capital expenditures1,315 2,605 
Notes payable incurred for capital expenditures— 3,571 
Loss on debt extinguishment and modification4,446 405 
Operating lease right-of-use assets obtained in exchange for lease obligations11,274 479 
The accompanying notes are an integral part of these consolidated financial statements.
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GOLDEN ENTERTAINMENT, INC.
Condensed Notes to Consolidated Financial Statements (Unaudited)
Note 1 — Nature of Business and Basis of Presentation
Overview
Golden Entertainment, Inc. and its wholly-owned subsidiaries own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. The Company’s portfolio includes eight casino properties located in Nevada, as well as 71 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. Unless otherwise indicated, the term the “Company” refers to Golden Entertainment, Inc. together with its subsidiaries.
As of June 30, 2024, the Company conducted its business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns. Each reportable segment was comprised of the following properties and operations:
Reportable SegmentsLocation
Nevada Casino Resorts
The STRAT Hotel, Casino & Tower (“The STRAT”)
Las Vegas, Nevada
Aquarius Casino Resort (“Aquarius”)
Laughlin, Nevada
Edgewater Casino Resort (“Edgewater”)Laughlin, Nevada
Nevada Locals Casinos
Arizona Charlie’s BoulderLas Vegas, Nevada
Arizona Charlie’s DecaturLas Vegas, Nevada
Gold Town CasinoPahrump, Nevada
Lakeside Casino & RV ParkPahrump, Nevada
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)Pahrump, Nevada
Nevada Taverns
71 branded tavern locations
Nevada
The Company completed the sales of Rocky Gap Casino Resort (“Rocky Gap”) on July 25, 2023 for aggregate cash consideration of $260.0 million, its distributed gaming operations in Montana on September 13, 2023 for cash consideration of $109.0 million plus working capital and other adjustments and net of cash transferred at closing, and its distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to their sale, the operations of Rocky Gap were presented in the Company’s Maryland Casino Resort reportable segment, and the results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and presented in the Company’s Distributed Gaming reportable segment. Refer to the discussion in “Note 2 — Divestitures” and “Note 11 — Segment Information” for further information.
On April 22, 2024, the Company acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired GAP taverns have been included in the Company’s Nevada Taverns reportable segment from the date of acquisition.
Basis of Presentation
The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, refer to the audited consolidated financial statements of the Company for the year ended December 31, 2023 and the notes thereto included in the Company’s Annual Report on Form 10-K (the “Annual Report”) previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which included only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented. Results for interim periods should not be considered indicative of the results to be expected for the full year and should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report.
The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Reclassifications were made to the
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Company’s prior period consolidated financial statements to conform to the current period presentation, where applicable. These reclassifications had no effect on previously reported net income.
Significant Accounting Policies
There have been no changes to the significant accounting policies disclosed in the Company’s Annual Report.
Net Income per Share
Basic net income per share is calculated by dividing net income by the weighted-average common shares outstanding. Diluted net income per share in profitable periods reflects the effect of all potentially dilutive common shares outstanding by dividing net income by the weighted-average of all common and potentially dilutive shares outstanding. In the event of a net loss, diluted shares are not considered because of their anti-dilutive effect. Diluted net income per share excluded the weighted average effect of 441,814 shares of common stock for the three months ended June 30, 2024, and 74,231 and 4,408 shares of common stock for the three and six months ended June 30, 2023, respectively, related to time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) due to such shares being anti-dilutive. There were no anti-dilutive shares for the six months ended June 30, 2024.
Recent Accounting Pronouncements
Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact of the adoption of new accounting standards and the future adoption of the new accounting standards that are not yet effective on the Company’s financial statements, management currently believes that the following new standards have or may have an impact on the Company’s consolidated financial statements and disclosures:
Accounting Standards Issued But Not Yet Adopted
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company does not expect the impact of the adoption of this ASU to be material to its financial statements or disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The provisions of this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The standard is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company does not expect the impact of the adoption of this ASU to be material to its financial statements or disclosures.
Management does not believe that any other recently issued accounting standards that are not yet effective are likely to have a material impact on the Company’s financial statements.
Note 2 — Divestitures
As discussed in “Note 1 — Nature of Business and Basis of Presentation,” the Company completed the sales of Rocky Gap and its distributed gaming operations in Montana and Nevada on July 25, 2023, September 13, 2023 and January 10, 2024, respectively.
Operations of Rocky Gap had historically been presented in the Company’s Maryland Casino Resort reportable segment. The Company incurred $8.5 million in transaction costs since the announcement of the Rocky Gap sale on August 25, 2022, $0.2 million of which were incurred in 2022 and $8.3 million of which were incurred in 2023. The results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and had historically been presented in the Company’s Distributed Gaming reportable segment. Since the announcement of the distributed gaming operations sale on March 3, 2023, the Company incurred $0.8 million and $0.4 million in transaction costs related to the sales of the distributed gaming operations in Montana and Nevada, respectively, for the year ended December 31, 2023. The Company incurred an additional $2.3 million in transaction costs related to the sale of the distributed gaming operations in Nevada during the six months ended June 30, 2024. The Company recorded transaction costs in selling, general and administrative expenses as incurred.
The Company classifies assets as held for sale when a sale is probable, is expected to be completed within one year, and the asset
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group meets all of the accounting criteria to be classified as held for sale. Gains or losses associated with the disposal of assets held for sale are recorded within operating expenses, and the Company ceases recording depreciation and amortization of the long-lived assets included in the sale from the date of execution of the definitive agreement for the sale.
The assets and liabilities of the distributed gaming operations in Nevada classified as held for sale as of December 31, 2023, and subsequently sold on January 10, 2024, are presented in the table below:
December 31, 2023
(In thousands)Distributed Gaming- Nevada
ASSETS
Current assets
Cash and cash equivalents$40,050 
Accounts receivables, net 1,945 
Prepaid expenses1,018 
Other2,298 
Total current assets held for sale45,311 
Property and equipment, net21,221 
Operating lease right-of-use assets, net33,601 
Goodwill69,452 
Intangible assets, net28,379 
Other assets6,307 
Total assets held for sale$204,271 
LIABILITIES
Current liabilities
Current portion of long-term debt and finance leases$1,131 
Current portion of operating leases23,323 
Accounts payable1,826 
Accrued payroll and related1,123 
Other accrued liabilities1,151 
Total current liabilities related to assets held for sale28,554 
Non-current operating leases10,614 
Other long-term obligations65 
Total liabilities related to assets held for sale$39,233 
The following information presents the revenues and pretax income generated by Rocky Gap and the Company’s distributed gaming operations in Montana and Nevada previously reported as held for sale and divested on July 25, 2023, September 13, 2023 and January 10, 2024, respectively:
Three Months Ended June 30, Six Months Ended June 30,
(In thousands)2024202320242023
Maryland Casino Resort
Revenues$— $19,605 $— $37,733 
Pretax income— 5,693 — 10,810 
Distributed Gaming- Montana
Revenues$— $28,120 $— $56,673 
Pretax income— 3,499 — 5,958 
Distributed Gaming- Nevada
Revenues$— $60,964 $6,019 $122,812 
Pretax income— 5,901 476 10,985 
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Note 3 — Property and Equipment
Property and equipment, net, consisted of the following:
(In thousands)June 30, 2024December 31, 2023
Land$125,240 $125,240 
Building and improvements971,975 955,859 
Furniture and equipment208,841 190,048 
Construction in process9,846 10,561 
Property and equipment1,315,902 1,281,708 
Accumulated depreciation(537,531)(495,563)
Property and equipment, net$778,371 $786,145 
Depreciation expense for property and equipment, including finance leases, was $22.0 million and $43.7 million for the three and six months ended June 30, 2024, respectively, and $21.1 million and $43.3 million for the three and six months ended June 30, 2023, respectively.
The Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company concluded that there was no impairment of the Company’s long-lived assets for the three and six months ended June 30, 2024 and 2023.
Note 4 — Goodwill and Intangible Assets
The Company tests goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Finite-lived intangible assets are evaluated for potential impairment whenever there is an indicator that the carrying value of an asset group may not be recoverable. Based on the results of its interim impairment assessments conducted during the three and six months ended June 30, 2024 and 2023, the Company concluded that there was no impairment of the Company’s goodwill and intangible assets.
The following table summarizes goodwill balances by reportable segment:
(In thousands)Nevada Casino ResortsNevada Locals CasinosNevada TavernsTotal Goodwill
Balance, December 31, 2023 $22,105 $38,187 $24,033 $84,325 
Goodwill acquired (1)
— — 3,988 3,988 
Balance, June 30, 2024$22,105 $38,187 $28,021 $88,313 
(1) Related to the acquisition of GAP taverns discussed in “Note 1 — Nature of Business and basis of Presentation.”
Intangible assets, net, consisted of the following:
June 30, 2024
(In thousands)Useful Life (Years)Gross Carrying ValueCumulative AmortizationCumulative ImpairmentIntangible Assets, Net
Indefinite-lived intangible assets
Trade namesIndefinite$55,524 $— $(6,890)$48,634 
55,524 — (6,890)48,634 
Amortizing intangible assets
Player relationships
2-14
44,268 (41,457)— 2,811 
Non-compete agreements
2-5
7,147 (3,238)— 3,909 
51,415 (44,695)— 6,720 
Balance, June 30, 2024$106,939 $(44,695)$(6,890)$55,354 
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December 31, 2023
(In thousands)Useful Life (Years)Gross Carrying ValueCumulative AmortizationCumulative ImpairmentIntangible Assets, Net
Indefinite-lived intangible assets
Trade namesIndefinite$54,790 $— $(6,890)$47,900 
54,790 — (6,890)47,900 
Amortizing intangible assets
Player relationships
2-14
43,916 (41,050)— 2,866 
Non-compete agreements
2-5
5,747 (2,578)— 3,169 
49,663 (43,628)— 6,035 
Balance, December 31, 2023$104,453 $(43,628)$(6,890)$53,935 
Total amortization expense related to intangible assets was $0.6 million and $1.0 million for the three and six months ended June 30, 2024, respectively, and $0.4 million and $1.7 million for the three and six months ended June 30, 2023, respectively.
Note 5 — Accrued Liabilities
Accrued liabilities consisted of the following:
(In thousands)June 30, 2024December 31, 2023
Gaming liabilities$11,559 $10,726 
Uncertain tax positions payable8,053 7,755 
Dividend payable7,123 — 
Accrued taxes, other than income taxes5,271 5,193 
Other accrued liabilities5,170 4,538 
Deposits2,033 1,855 
Interest250 4,572 
Total current accrued liabilities$39,459 $34,639 
Note 6 — Long-Term Debt
Long-term debt, net, consisted of the following:
(In thousands)June 30, 2024December 31, 2023
Term Loan B-1$396,000 $398,000 
2026 Unsecured Notes— 276,453 
Finance lease liabilities4,671 1,691 
Notes payable— 438 
Total long-term debt and finance leases400,671 676,582 
Unamortized discount(4,029)(7,423)
Unamortized debt issuance costs(3,700)(6,042)
Total long-term debt and finance leases after debt issuance costs and discount392,942 663,117 
Current portion of long-term debt and finance leases(4,699)(4,596)
Long-term debt, net and finance leases$388,243 $658,521 
Senior Secured Credit Facility
The Company’s senior secured credit facility with JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent) (the “Credit Facility”) comprises a $400 million term loan B-1 facility (the “Term Loan B-1”) and a $240 million revolving credit facility (the “Revolving Credit Facility”). As of June 30, 2024, the Company had $396 million in principal amount of outstanding Term Loan B-1 borrowings under its Credit Facility, no outstanding letters of credit and no borrowings under the Revolving Credit Facility, such that the full borrowing availability of $240 million under the Revolving Credit Facility was available to the Company.
On May 26, 2023, the Company modified the terms of the Credit Facility by (1) extending the maturity date of the Revolving
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Credit Facility from April 20, 2024 to the earlier of May 26, 2028 and 91 days prior to April 15, 2026, the stated maturity date of the Company’s 7.625% Senior Notes due 2026 (“2026 Unsecured Notes”), for so long as any indebtedness remains outstanding under the 2026 Unsecured Notes (the “Springing Maturity Date”), and (2) establishing Term Loan B-1 with a maturity date of the earlier of May 26, 2030 and the Springing Maturity Date. Term Loan B-1 was fully drawn at the time of such modification, with the proceeds thereof used to repay a portion of the Company’s then-existing term loan B borrowings under the Credit Facility (the “Term Loan B”). The remainder of the Term Loan B was repaid in full in July 2023 using a portion of the proceeds from the sale of Rocky Gap. On April 15, 2024, the Company redeemed and repaid in full all of its 2026 Unsecured Notes, thereby eliminating the Springing Maturity Date provision, meaning that the maturity date of the Revolving Credit Facility is now fixed at May 26, 2028 and the maturity date of the Term Loan B-1 is now fixed at May 26, 2030.
On May 29, 2024, the Company further modified the terms of the Credit Facility to reduce the interest rate margins applicable to borrowings under the Term Loan B-1. Under the amended Credit Facility, the Term Loan B-1 bears interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.50%), plus a margin of 1.25%, or (2) the Term SOFR rate for the applicable interest period (subject to a floor of 0.50%), plus a margin of 2.25%. The modification eliminated the Term SOFR credit spread adjustment of 0.10% with respect to the Company’s Term Loan B-1. The Company incurred $0.9 million in fees and recorded a loss on debt modification of less than $0.1 million for the debt issuance costs and discount related to the Term Loan B-1 as a result of this modification of the Credit Facility. The modification did not amend the terms of the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.00%), plus a margin ranging from 1.00% to 1.50% based on the Company’s net leverage ratio, or (2) the Term SOFR rate for the applicable interest period plus a credit spread adjustment of 0.10%, plus a margin ranging from 2.00% to 2.50% based on the Company’s net leverage ratio. The weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facility for the three and six months ended June 30, 2024 was 7.96% and 8.07%, respectively.
The Term Loan B-1 is repayable in quarterly installments of $1 million each, which commenced in September 2023, followed by a final installment of $373 million due at maturity.
The Company was in compliance with its financial and other covenants under the Credit Facility as of June 30, 2024.
Senior Unsecured Notes
On April 15, 2019, the Company issued $375 million in principal amount of 2026 Unsecured Notes in a private placement to institutional buyers at face value. The 2026 Unsecured Notes bore interest at 7.625%, payable semi-annually on April 15th and October 15th of each year. On April 15, 2024, the Company redeemed and repaid in full all of its 2026 Unsecured Notes for an aggregate amount equal to $287.0 million, consisting of $276.5 million in principal and $10.5 million in accrued and unpaid interest, and discharged all of the Company’s obligations under the indenture governing the 2026 Unsecured Notes. The Company recorded a $4.4 million loss on debt extinguishment primarily related to the debt issuance costs and discount written off upon the redemption of the 2026 Unsecured Notes.
Note 7 — Shareholders’ Equity and Stock Incentive Plans
Share Repurchase Program
On July 27, 2023, the Company’s Board of Directors increased its share repurchase program to $100 million. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. There is no minimum number of shares that the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. As of June 30, 2024, the Company had $61.4 million of remaining share repurchase availability under its July 27, 2023 authorization.
The Company did not repurchase any of its shares during the three and six months ended June 30, 2023. The following table includes the Company’s share repurchase activity for the three and six months ended June 30, 2024:
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Three and Six Months Ended June 30,
2024
(In thousands, except per share data)
Shares repurchased (1)
989 
Total cost, including brokerage fees$29,530 
Average repurchase price per share (2)
$29.85 
(1)All repurchased shares were retired and constitute authorized but unissued shares.
(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.
Dividends
On February 27, 2024, the Company’s Board of Directors declared a recurring quarterly cash dividend of $0.25 per share of the Company’s common stock, the first of which was paid on April 4, 2024 to shareholders of record as of March 18, 2024 in the amount of $7.2 million in the aggregate.
On May 2, 2024, the Company’s Board of Directors authorized its second recurring quarterly cash dividend of $0.25 per share of the Company’s common stock, which was paid on July 2, 2024 to shareholders of record as of June 14, 2024 in the amount of $7.1 million in aggregate.
Stock Options
The following table summarizes the Company’s stock option activity:
Stock Options
SharesWeighted-Average Exercise Price
Outstanding at January 1, 20241,911,354 $9.19 
Granted— $— 
Exercised(366,000)$9.38 
Cancelled— $— 
Expired— $— 
Outstanding at June 30, 20241,545,354 $9.14 
Exercisable at June 30, 20241,545,354 $9.14 
There was no share-based compensation expense related to stock options for the three and six months ended June 30, 2024 and 2023. The Company did not have any remaining unrecognized share-based compensation expense related to stock options as of June 30, 2024 and 2023.
Restricted Stock Units
The following table summarizes the Company’s activity related to RSUs and PSUs:
RSUsPSUs
SharesWeighted-Average Grant Date Fair ValueShares Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2024428,762 $34.09 471,935 
(1)
$36.40 
Granted226,310 $33.65 131,906 
(2)
$34.06 
Vested(179,367)$37.71 (272,362)
(3)
$29.00 
Cancelled(8,162)$38.84 (42,568)
(4)
$41.83 
Outstanding at June 30, 2024467,544 $32.43 288,911 $41.33 
(1)    Includes PSUs granted in March 2021 (“2021 PSU Awards”) listed at 200% of the target (based on awards deemed “earned”), PSUs granted in March 2022 listed at 89.6% of the target (based on awards deemed “earned”) and PSUs granted in March 2023 (“2023 PSU Awards”) listed at 100% of the target.
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(2)    The number of shares for the PSUs listed as granted represents the “target” number of PSUs granted to each recipient eligible to vest if the Company meets its “target” performance goals for the applicable period. The actual number of PSUs eligible to vest for those PSUs will vary depending on whether or not the Company meets or exceeds the applicable threshold, target, or maximum performance goals for the PSUs, with 200% of the “target” number of PSUs eligible to vest at “maximum” performance levels.
(3)    Represents 2021 PSU Awards that vested in March 2024 at 200% of the target PSUs.
(4)    The Company’s financial results for the performance goals applicable to the 2023 PSU Awards were certified during the three months ended March 31, 2024 and 69.3% of the target 2023 PSU Awards were deemed “earned.” This resulted in the reduction of the PSUs listed as granted in March 2023 to the number of PSUs eligible to vest from 120,825 to 83,724. In addition, 5,467 shares of 2023 PSU Awards were forfeited during the three months ended June 30, 2024.
Share-based compensation expense related to RSUs was $1.4 million and $3.3 million for the three and six months ended June 30, 2024, respectively, and $1.9 million and $3.7 million for the three and six months ended June 30, 2023, respectively. Share-based compensation expense related to PSUs was $0.9 million and $2.1 million for the three and six months ended June 30, 2024, respectively, and $1.4 million and $2.9 million for the three and six months ended June 30, 2023, respectively.
As of June 30, 2024, there was $11.3 million and $6.8 million of unrecognized share-based compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of 1.7 years and 1.9 years for RSUs and PSUs, respectively. As of June 30, 2023, there was $11.2 million and $8.4 million of unrecognized share-based compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of 1.6 years and 1.4 years for RSUs and PSUs, respectively.
As of June 30, 2024, a total of 4,338,222 shares of the Company’s common stock remained available for grants of awards under the Golden Entertainment, Inc. 2015 Incentive Award Plan, which includes the annual increase in the number of shares available for grant on January 1, 2024 of 1,146,766 shares.
Note 8 — Income Tax
The Company’s effective income tax rates were (30.1)% and 39.1% for the three and six months ended June 30, 2024, respectively, and 25.7% and 22.7% for the three and six months ended June 30, 2023, respectively. The Company recorded income tax benefit of $0.1 million and income tax expense of $27.3 million for the three and six months ended June 30, 2024, respectively, and income tax expense of $4.2 million and $7.0 million for the three and six months ended June 30, 2023, respectively.
On April 30, 2024, the Internal Revenue Service (the “IRS”) notified the Company that the review of the Company’s 2017 and 2018 federal income tax returns was completed. As a result of the review, the Company’s fixed asset classification and related net operating losses for the respective tax years were adjusted, which resulted in recording $7.2 million in uncertain tax positions (“UTP”) with an additional $0.9 million of UTP payable related to interest as of June 30, 2024. The Company anticipates that it will update its historical filings with the IRS such that no UTP will remain by December 31, 2024.
Note 9 — Financial Instruments and Fair Value Measurements
Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.
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Financial Instruments
The carrying values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short duration of these financial instruments.
The following table summarizes the fair value measurement of the Company’s long-term debt: 
June 30, 2024
(In thousands)Carrying AmountFair ValueFair Value Hierarchy
Term Loan B-1$396,000 $397,980 Level 2
Finance lease liabilities4,671 4,671 Level 3
Total debt$400,671 $402,651 
December 31, 2023
(In thousands)Carrying AmountFair ValueFair Value Hierarchy
Term Loan B-1$398,000 $399,493 Level 2
2026 Unsecured Notes276,453 277,144 Level 2
Finance lease liabilities1,691 1,691 Level 3
Notes payable438 438 Level 3
Total debt$676,582 $678,766 
The estimated fair value of the Company’s Term Loan B-1 was based on a relative value analysis performed as of June 30, 2024 and December 31, 2023, and the estimated fair value of the Company’s 2026 Unsecured Notes was based on a relative value analysis performed as of December 31, 2023. As discussed in “Note 6 — Long-Term Debt,” the Company redeemed and repaid in full all of its 2026 Unsecured Notes on April 15, 2024 such that no obligations under the indenture governing the 2026 Unsecured Notes remained as of June 30, 2024. The finance lease liabilities and notes payable are fixed-rate debt, are not traded and do not have observable market inputs, and therefore, their fair value was estimated to be equal to the carrying value.
Note 10 — Commitments and Contingencies
Participation Agreements
Prior to their sale, the Company’s distributed gaming operations included slot placement contracts in the form of participation agreements. Under participation agreements, the Company and the business location each held a state issued gaming license in order to be able to receive a percentage of gaming revenue earned on the Company’s slot machines. The business location retained a percentage of the gaming revenue generated from the Company’s slot machines. The Company was considered to be the principal in these arrangements and therefore, recorded its share of revenue generated under participation agreements on a gross basis with the business location’s share of revenue recorded as gaming expenses.
The aggregate contingent payments recognized by the Company as gaming expenses under participation agreements were $3.9 million for the six months ended June 30, 2024, and $52.9 million and $106.2 million for the three and six months ended June 30, 2023, respectively.
Legal Matters and Other
From time to time, the Company is involved in a variety of lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of business, including proceedings concerning labor and employment matters, personal injury claims, breach of contract claims, commercial disputes, business practices, intellectual property, tax and other matters for which the Company records reserves. Although lawsuits, claims, investigations and other legal proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of its currently pending matters should not have a material adverse effect on its business, financial condition, results of operations or liquidity. Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense costs, diversion of management resources and other factors. In addition, it is possible that an unfavorable resolution of one or more such proceedings could in the future materially and adversely affect the Company’s business, financial condition, results of operations or liquidity in a particular period.
During the three months ended June 30, 2023, the Company received $8.1 million related to the sale of certain of its business interruption claims and incurred $2.4 million in fees related to this matter. The proceeds from the sale were included in other revenue and the fees were included in selling, general and administrative expenses in the Company’s statement of operations.
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Note 11 — Segment Information
As of June 30, 2024, the Company conducted its business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.
The Nevada Casino Resorts segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities. The casino resort properties in this segment cater primarily to a regional drive-in customer base seeking a value-oriented vacation experience, with guests typically traveling from Southern California or Arizona. The Company’s casino resort properties in Nevada have a significantly larger number of hotel rooms compared to the other casino properties in its portfolio. While hotel stays at these casino resorts are typically longer, the overall frequency of visitation from guests is lower when compared to the Nevada Locals Casinos.
The Nevada Locals Casinos segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius of these properties. The Company’s locals casino properties typically experience a higher frequency of customer visits compared to its casino resort properties, with many of the customers visiting the Company’s Nevada Locals Casinos on a weekly basis. The casino properties within this reportable segment have no or a limited number of hotel rooms and offer fewer food and beverage outlets or other amenities, with revenues primarily generated from slot machine play.
The Nevada Taverns segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages and are typically limited to 15 slot machines. Prior to the sale of the Company’s distributed gaming operations in Nevada, the Company owned and operated the slot machines located within each tavern. Following the sale, slot machines at the Company’s branded tavern locations are owned and operated by the independent third party that acquired the distributed gaming operations from the Company.
As discussed in “Note 1 — Nature of Business and Basis of Presentation,” the Company completed the sales of Rocky Gap and its distributed gaming operations in Montana and Nevada on July 25, 2023, September 13, 2023 and January 10, 2024, respectively. Prior to its sale, the operations of Rocky Gap were presented in the Company’s Maryland Casino Resort reportable segment. Prior to their sale, the results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and presented in the Company’s Distributed Gaming reportable segment.
The Corporate and Other segment includes the Company’s cash and cash equivalents, miscellaneous receivables and corporate overhead. Costs recorded in the Corporate and Other segment have not been allocated to the Company’s reportable segments because these costs are not easily allocable and to do so would not be practical.
The Company presents Adjusted EBITDA in its segment disclosures because it is the primary metric used by the Company’s chief operating decision makers in measuring both the Company’s past and future expectations of performance. Further, the Company’s annual performance plan used to determine compensation of its executive officers and employees is tied to the Adjusted EBITDA metric. Adjusted EBITDA represents each segment’s earnings before depreciation and amortization, non-cash lease expense, share-based compensation expense, gain or loss on disposal of assets and business, loss on debt extinguishment and modification, preopening and related expenses, transaction costs, interest and other non-operating income (expense), income taxes, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results, calculated before corporate overhead (which is not allocated to each reportable segment).
Due to the Company’s use of Adjusted EBITDA as its measure of profit for its reportable segments, the Company includes a reconciliation of the total of the Company’s consolidated Adjusted EBITDA to the Company’s consolidated net income determined in accordance with GAAP. The Company also discloses Adjusted EBITDA at the reportable segment level, as set forth in the table below:
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Three Months Ended June 30,Six Months Ended June 30,
(In thousands)2024202320242023
Revenues
Nevada Casino Resorts
Gaming$38,313 $38,625 $78,602 $80,918 
Food and beverage23,951 24,473 48,214 48,704 
Rooms28,878 26,353 55,827 52,563 
Other9,951 13,111 19,462 20,553 
Nevada Casino Resorts revenues$101,093 $102,562 $202,105 $202,738 
Nevada Locals Casinos
Gaming$26,211 $28,796 $54,031 $58,445 
Food and beverage6,922 6,564 13,575 13,255 
Rooms2,544 2,416 4,995 5,238 
Other2,189 2,053 4,256 4,129 
Nevada Locals Casinos revenues$37,866 $39,829 $76,857 $81,067 
Nevada Taverns
Gaming$13,723 $13,187 $26,582 $26,212 
Food and beverage12,24012,96224,96826,267
Other2,1891,1704,4092,433
Nevada Taverns revenues$28,152 $27,319 $55,959 $54,912 
Distributed Gaming (1)
Gaming$— $87,326 $5,981 $175,932 
Food and beverage— 187 17 365 
Other— 1,571 21 3,188 
Distributed Gaming revenues$— $89,084 $6,019 $179,485 
Maryland Casino Resort (2)
Gaming$— $14,421 $— $28,935 
Food and beverage— 2,348 — 4,214 
Rooms— 2,149 — 3,694 
Other— 687 — 890 
Maryland Casino Resort revenues$— $19,605 $— $37,733 
Corporate and other223 8,282 441 8,797 
Total revenues$167,334 $286,681 $341,381 $564,732 
(1) Comprised of distributed gaming operations in Montana (for the three and six months ended June 30, 2023 only) and Nevada, which were sold on September 13, 2023 and January 10, 2024, respectively.
(2) Comprised of the operations of Rocky Gap, which was sold on July 25, 2023.

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Three Months Ended June 30,Six Months Ended June 30,
(In thousands)2024202320242023
Adjusted EBITDA
Nevada Casino Resorts$27,392 $28,044 $54,283 $59,755 
Nevada Locals Casinos16,928 19,471 34,464 39,631 
Nevada Taverns7,791 8,450 15,352 16,988 
Distributed Gaming (1)
— 9,950 484 19,734 
Maryland Casino Resort (2)
— 5,898 — 11,026 
Corporate and other(10,919)(13,403)(22,399)(26,557)
Total Adjusted EBITDA41,192 58,410 82,184 120,577 
Adjustments
Depreciation and amortization(22,616)(21,454)(44,736)(44,962)
Non-cash lease benefit (expense)148 9 233 (24)
Share-based compensation(2,450)(3,288)(5,719)(7,181)
Gain (loss) on disposal of assets— 34 (14)120 
(Loss) gain on sale of business(792)— 68,944 — 
Loss on debt extinguishment and modification(4,446)(405)(4,446)(405)
Preopening and related expenses (3)
(4)(141)(143)(525)
Transaction costs(337)(170)(2,275)(277)
Other, net(1,606)2,338 (4,797)660 
Interest expense, net(8,610)(18,803)(19,296)(37,039)
Income tax benefit (provision)144 (4,248)(27,349)(7,032)
Net income$623 $12,282 $42,586 $23,912 
(1) Comprised of distributed gaming operations in Montana (for the three and six months ended June 30, 2023 only) and Nevada, which were sold on September 13, 2023 and January 10, 2024, respectively.
(2) Comprised of the operations of Rocky Gap, which was sold July 25, 2023.
(3) Preopening and related expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded taverns and food and beverage and other venues within the casino locations.
Assets
The Company’s assets by reportable segment consisted of the following amounts:
(In thousands)Nevada Casino ResortsNevada Locals CasinosNevada TavernsDistributed GamingCorporate and OtherConsolidated
Balance at June 30, 2024$736,170 $161,237 $158,986 $— $124,828 $1,181,221 
Balance at December 31, 2023$758,622 $160,059 $148,250 $204,271 $181,081 $1,452,283 
Note 12 — Related Party Transactions
In November 2018, the Company entered into a lease agreement for office space in a building adjacent to the Company’s office headquarters building to be constructed and owned by a company 33% beneficially owned by Blake L. Sartini, 3% beneficially owned by Stephen A. Arcana, and 1.67% beneficially owned by each of Mr. Sartini’s three children (including Blake L. Sartini II). Mr. Sartini serves as the Chairman of the Board and Chief Executive Officer of the Company and is co-trustee of The Blake L. Sartini and Delise F. Sartini Family Trust, which is a significant shareholder of the Company. Mr. Arcana serves as the Company’s Chief Development Officer. Mr. Sartini II serves as the Company’s Chief Operating Officer. The lease commenced in August 2020 and expires on December 31, 2030. The rent expense for the space was $0.1 million for each of the three months ended June 30, 2023 and 2024, and $0.2 million for each of the six months ended June 30, 2024 and 2023.
A portion of the Company’s office headquarters building is sublet to Sartini Enterprises, Inc., a company controlled by Mr. Sartini. Rental income for each of the three and six months ended June 30, 2024 and 2023 for the sublet portion of the office
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headquarters building was less than $0.1 million. No amount was owed to the Company under such sublease as of June 30, 2024 and December 31, 2023.
From time to time, the Company’s executive officers and employees use a private aircraft leased to Sartini Enterprises, Inc. for Company business purposes pursuant to aircraft time-sharing, co-user and various cost-sharing agreements between the Company and Sartini Enterprises, Inc., all of which have been approved by the Audit Committee of the Board of Directors. The aircraft time-sharing, co-user and cost-sharing agreements specify the maximum expense reimbursement that Sartini Enterprises, Inc. can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and the flight crew. Such costs include fuel, landing fees, hangar and tie-down costs away from the aircraft’s operating base, flight planning and weather contract services, crew costs and other related expenses. The Company’s compliance department reviews the cost-sharing arrangements and reimbursements on a regular basis. On August 6, 2024, the Audit Committee of the Board of Directors approved an amendment to the aircraft time-sharing, co-user and cost-sharing agreement in connection with Sartini Enterprises, Inc.’s purchase of the aircraft. The terms and conditions of the amendment are materially consistent with the original agreement.
The Company did not incur any costs under the aircraft time-sharing, co-user and various cost-sharing agreements with Sartini Enterprises, Inc. for the three and six months ended June 30, 2024. The Company incurred less than $0.1 million under the aircraft time-sharing, co-user and various cost-sharing agreements with Sartini Enterprises, Inc. for the three months ended June 30, 2023, and the Company incurred $0.1 million under such agreements for the six months ended June 30, 2023. The Company was owed $0.2 million and $0.1 million under such agreements as of June 30, 2024 and December 31, 2023, respectively.
Note 13 — Subsequent Events
The Company’s management evaluates subsequent events through the date of issuance of the consolidated financial statements.
On August 6, 2024, the Company’s Board of Directors authorized its third recurring quarterly cash dividend as discussed in “Liquidity and Capital Resources” in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, as discussed in “Note 12 — Related Party Transactions,” on August 6, 2024, the Audit Committee of the Board of Directors approved an amendment to the aircraft time-sharing, co-user and cost-sharing agreement in connection with Sartini Enterprises, Inc.’s purchase of the aircraft. The terms and conditions of the amendment are materially consistent with the original agreement.
There were no additional subsequent events that occurred after June 30, 2024 but prior to the date of issuance of the consolidated financial statements that would require adjustment to or disclosure in the consolidated financial statements as of and for the three months ended June 30, 2024.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As used in this Quarterly Report on Form 10-Q, unless the context suggests otherwise, the terms “Golden,” “we,” “us” and “our” refer to Golden Entertainment, Inc. together with its subsidiaries.
The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) previously filed with the Securities and Exchange Commission (“SEC”).
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions, or they may use future dates. In addition, forward-looking statements include statements regarding our strategies, objectives, business opportunities and plans for future expansion, developments or acquisitions; anticipated future growth and trends in our business or key markets; projections of future financial condition, operating results, income, capital expenditures, costs or other financial items; anticipated regulatory and legislative changes; and other characterizations of future events or circumstances as well as other statements that are not statements of historical fact. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause our actual results to differ materially include: changes in national, regional and local economic and market conditions; legislative and regulatory matters (including the cost of compliance or failure to comply with applicable laws and regulations); increases in gaming taxes and fees in the jurisdictions in which we operate; litigation; increased competition; reliance on key personnel (including our Chief Executive Officer, President and Chief Financial Officer, and Chief Operating Officer); our ability to comply with covenants in our debt instruments; terrorist incidents; natural disasters; severe weather conditions (including weather or road conditions that limit access to our properties); the effects of environmental and structural building conditions; the effects of disruptions to our information technology and other systems and infrastructure; factors affecting the gaming, entertainment and hospitality industries generally; and other factors identified under the heading “Risk Factors” in our Annual Report or appearing elsewhere in this report and in our other filings with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the filing date of this report. We undertake no obligation to revise or update any forward-looking statements for any reason.
Overview
We own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. Our portfolio includes eight casino properties located in Nevada, as well as 71 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area.
We completed the sales of Rocky Gap Casino Resort (“Rocky Gap”) on July 25, 2023 for aggregate cash consideration of $260.0 million and our distributed gaming operations in Montana on September 13, 2023 for cash consideration of $109.0 million plus working capital and other adjustments and net of cash transferred at closing. On January 10, 2024, we completed the sale of our distributed gaming operations in Nevada for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to their sale, the operations of Rocky Gap were presented in our Maryland Casino Resort reportable segment, and the results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and presented in our Distributed Gaming reportable segment. Refer to “Note 2 — Divestitures” in Part I, Item 1: Financial Statements for further information.
On April 22, 2024, we acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired GAP taverns have been included in our Nevada Taverns reportable segment from the date of acquisition.
Operations
As of June 30, 2024, we conducted our business through three reportable segments: Nevada Casino Resorts, Nevada Locals
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Casinos and Nevada Taverns.
The following table sets forth certain information regarding our operations by reportable segment as of June 30, 2024:
LocationCasino Space (Sq. ft.)Slot MachinesTable GamesHotel Rooms
Nevada Casino Resorts
The STRAT Hotel, Casino & Tower (“The STRAT”)Las Vegas, NV80,00079838 2,429 
Aquarius Casino Resort (“Aquarius”)Laughlin, NV69,7501,03229 1,905 
Edgewater Casino Resort (“Edgewater”)Laughlin, NV67,60061613 1,037 
Nevada Locals Casinos
Arizona Charlie’s BoulderLas Vegas, NV41,969600— 303 
Arizona Charlie’s DecaturLas Vegas, NV67,36072210 259