UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.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, 2020~~

March 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 000-24993

GOLDEN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

~~Minnesota~~	~~41-1913991~~
Minnesota		41-1913991
(State or other jurisdiction		~~(I.R.S. Employer~~
of incorporation or organization)	(I.R.S. Employer Identification No.)

6595 S Jones Boulevard
Las Vegas, Nevada		89118
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 893-7777

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

GDEN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August~~May 3, ~~2020,~~2021, the registrant had ~~28,124,174~~28,468,530 shares of common stock, $0.01 par value per share, outstanding.

GOLDEN ENTERTAINMENT, INC.

FORM 10-Q

INDEX

	~~Page~~
~~PART I.~~			~~FINANCIAL INFORMATION~~Page
PART I.		FINANCIAL INFORMATION	1

ITEM 1.		FINANCIAL STATEMENTS (Unaudited)	1

		Consolidated Balance Sheets as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020	1

		Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	2

		Consolidated ~~Statement~~Statements of Shareholders’ Equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	3

		Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	4

		Condensed Notes to Consolidated Financial Statements	6 5

ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19 16

ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27 24

ITEM 4.		CONTROLS AND PROCEDURES	27 25

PART II.		OTHER INFORMATION	25

ITEM 1.		LEGAL PROCEEDINGS	28 25

ITEM 1A.		RISK FACTORS	28 25

ITEM 6.		EXHIBITS	29 26

SIGNATURES			30 27

~~Part~~

PART I. ~~Financial Information~~

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GOLDEN ENTERTAINMENT, INC.

Consolidated Balance Sheets

(In thousands, except per share data)


	June 30, 2020			December 31, 2019				March 31, 2021		December 31, 2020
	(unaudited)							(unaudited)
ASSETS							ASSETS
Current assets							Current assets
Cash and cash equivalents	$	86,159		$	111,678		Cash and cash equivalents	$	145,442	$	103,558
Accounts receivable, net of allowance of $1,068 and $599, respectively		13,763			16,247
Accounts receivable, net of allowance for credit losses of $926 and $1,034 at March 31, 2021 and December 31, 2020, respectively							Accounts receivable, net of allowance for credit losses of $926 and $1,034 at March 31, 2021 and December 31, 2020, respectively	15,087		13,708
Prepaid expenses		15,238			19,879		Prepaid expenses	20,968		14,920
Inventories		6,649			8,237		Inventories	5,560		5,639
Other		5,435			4,388		Other	2,949		2,906
Total current assets		127,244			160,429		Total current assets	190,006		140,731
Property and equipment, net		1,018,297			1,046,536		Property and equipment, net	954,147		975,750
Operating lease right-of-use assets, net		188,041			203,531		Operating lease right-of-use assets, net	199,391		180,553
Goodwill		159,053			184,325		Goodwill	158,396		158,396
Intangible assets, net		121,260			135,151		Intangible assets, net	103,910		106,109
Other assets		10,041			10,945		Other assets	9,343		9,410
Total assets	$	1,623,936		$	1,740,917		Total assets	$	1,615,193	$	1,570,949
LIABILITIES AND SHAREHOLDERS’ EQUITY							LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities							Current liabilities
Current portion of long-term debt and finance leases	$	7,173		$	8,497		Current portion of long-term debt and finance leases	$	11,450	$	11,142
Current portion of operating leases		33,703			33,883		Current portion of operating leases	41,364		35,725
Accounts payable		39,936			30,146		Accounts payable	20,893		20,179
Accrued taxes, other than income taxes		2,429			7,495
Accrued payroll and related		19,718			27,221		Accrued payroll and related	27,794		21,362
Accrued liabilities		25,465			25,522		Accrued liabilities	40,365		30,305
Total current liabilities		128,424			132,764		Total current liabilities	141,866		118,713
Long-term debt, net and finance leases		1,140,086			1,130,374
Long-term debt, net and non-current finance leases							Long-term debt, net and non-current finance leases	1,125,024		1,126,970
Non-current operating leases		169,246			184,301		Non-current operating leases	173,841		160,248
Deferred income taxes		1,717			1,088		Deferred income taxes	1,223		1,520
Other long-term obligations		2,423			2,646		Other long-term obligations	2,026		2,236
Total liabilities		1,441,896			1,451,173		Total liabilities	1,443,980		1,409,687
Commitments and contingencies (Note 10)
Commitments and contingencies (Note 9)							Commitments and contingencies (Note 9)	0		0
Shareholders’ equity							Shareholders’ equity
Common stock, $.01 par value; authorized 100,000 shares; 28,124 and 27,879 common shares issued and outstanding, respectively		281			279
Common stock, $.01 par value; authorized 100,000 shares; 28,462 and 28,159 common shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively							Common stock, $.01 par value; authorized 100,000 shares; 28,462 and 28,159 common shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	285		282
Additional paid-in capital		465,123			461,643		Additional paid-in capital	470,047		470,719
Accumulated deficit		(283,364	)		(172,178	)	Accumulated deficit	(299,119)		(309,739)
Total shareholders’ equity		182,040			289,744		Total shareholders’ equity	171,213		161,262
Total liabilities and shareholders’ equity	$	1,623,936		$	1,740,917		Total liabilities and shareholders’ equity	$	1,615,193	$	1,570,949

The accompanying condensed notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
	2020			2019			2020			2019				2021		2020
Revenues													Revenues
Gaming	$	56,677		$	146,246		$	183,892		$	290,038		Gaming	$	177,000	$	127,215
Food and beverage		10,168			52,104			51,715			101,862		Food and beverage	33,804		41,547
Rooms		5,987			35,514			31,592			66,801		Rooms	18,398		25,605
Other		3,142			14,206			15,932			29,261		Other	10,494		12,790
Total revenues		75,974			248,070			283,131			487,962		Total revenues	239,696		207,157
Expenses													Expenses
Gaming		35,231			84,007			113,343			166,355		Gaming	96,372		78,112
Food and beverage		9,739			40,216			44,626			78,430		Food and beverage	23,541		34,887
Rooms		4,586			16,008			18,541			30,409		Rooms	9,610		13,955
Other operating		1,404			5,160			6,531			11,594		Other operating	2,696		5,127
Selling, general and administrative		32,548			56,235			80,158			113,182		Selling, general and administrative	53,591		47,610
Depreciation and amortization		31,930			29,976			63,086			57,241		Depreciation and amortization	27,186		31,156
Impairment of goodwill and intangible assets		21,411			—			27,872			—
Acquisition and severance expenses		367			1,123			3,343			2,667
Loss on disposal of assets		702			585			1,291			832		Loss on disposal of assets	209		589
Preopening expenses		9			738			114			1,516		Preopening expenses	120		105
Impairment of goodwill and intangible assets													Impairment of goodwill and intangible assets	0		6,461
Severance expenses													Severance expenses	0		2,976
Total expenses		137,927			234,048			358,905			462,226		Total expenses	213,325		220,978
Operating (loss) income		(61,953	)		14,022			(75,774	)		25,736
Operating income (loss)													Operating income (loss)	26,371		(13,821)
Non-operating expense													Non-operating expense
Interest expense, net		(16,407	)		(19,135	)		(35,153	)		(37,270	)	Interest expense, net	(16,048)		(18,746)
Loss on extinguishment and modification of debt		—			(9,150	)		—			(9,150	)
Change in fair value of derivative		—			(1,489	)		(1	)		(3,737	)	Change in fair value of derivative	0		(1)
Total non-operating expense, net		(16,407	)		(29,774	)		(35,154	)		(50,157	)	Total non-operating expense, net	(16,048)		(18,747)
Loss before income tax (provision) benefit		(78,360	)		(15,752	)		(110,928	)		(24,421	)
Income tax (provision) benefit		(206	)		1,344			(258	)		1,995
Net loss	$	(78,566	)	$	(14,408	)	$	(111,186	)	$	(22,426	)

Income (loss) before income tax benefit (provision)													Income (loss) before income tax benefit (provision)	10,323		(32,568)
Income tax benefit (provision)													Income tax benefit (provision)	297		(52)
Net income (loss)													Net income (loss)	$	10,620	$	(32,620)
Weighted-average common shares outstanding													Weighted-average common shares outstanding
Basic		28,072			27,762			28,001			27,667		Basic	28,219		27,930
Dilutive impact of stock options and restricted stock units		—			—			—			—		Dilutive impact of stock options and restricted stock units	2,195		0
Diluted		28,072			27,762			28,001			27,667		Diluted	30,414		27,930
Net loss per share
Net income (loss) per share													Net income (loss) per share
Basic	$	(2.80	)	$	(0.52	)	$	(3.97	)	$	(0.81	)	Basic	$	0.38	$	(1.17)
Diluted	$	(2.80	)	$	(0.52	)	$	(3.97	)	$	(0.81	)	Diluted	$	0.35	$	(1.17)

The accompanying condensed notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Shareholders’ Equity

(In thousands)

(Unaudited)

					Additional						Total
	Common stock				Paid-In			Accumulated			Shareholders’				Common stock			Additional Paid-In Capital				Accumulated Deficit				Total Shareholders’ Equity
	Shares		Amount		Capital			Deficit			Equity				Shares	Amount						Accumulated Deficit				Total Shareholders’ Equity
Balance, January 1, 2019		26,779	$	268	$	435,245		$	(120,361	)	$	315,152
Cumulative effect, change in accounting for leases, net of tax		—		—		—			(12,272	)		(12,272	)
Issuance of stock on options exercised and restricted stock units vested		53		—		—			—			—
Share-based compensation		—		—		4,140			—			4,140
Share issuance related to business combination		911		9		16,599			—			16,608
Tax benefit from share-based compensation		—		—		(288	)		—			(288	)
Net loss		—		—		—			(8,018	)		(8,018	)
Balance, March 31, 2019		27,743	$	277	$	455,696		$	(140,651	)	$	315,322
Balance, January 1, 2020														Balance, January 1, 2020	27,879	$	279	Additional Paid-In Capital		$	461,643			$	(172,178)			$	289,744
Issuance of stock on options exercised and restricted stock units vested		57		1		55			—			56		Issuance of stock on options exercised and restricted stock units vested	172	2		—				—				2
Share-based compensation		—		—		2,122			—			2,122		Share-based compensation	—	—		2,153				—				2,153
Tax benefit from share-based compensation		—		—		(3	)		—			(3	)	Tax benefit from share-based compensation	—	—		(428)				—				(428)
Net loss		—		—		—			(14,408	)		(14,408	)	Net loss	—	—		—				(32,620)				(32,620)
Balance, June 30, 2019		27,800	$	278	$	457,870		$	(155,059	)	$	303,089
Balance, March 31, 2020														Balance, March 31, 2020	28,051	$	281	$	463,368			$	(204,798)			$	258,851

Additional

Total

Common stock

Paid-In

Accumulated

Shareholders’

Shares

Amount

Capital

Deficit

Equity

Balance, January 1, 2020

27,879

$
279

$
461,643

$
(172,178
)

$
289,744

Issuance of stock on options exercised and restricted stock units vested

172

2

—

—

2

Share-based compensation

—

—

2,153

—

2,153

Tax benefit from share-based compensation

—

—

(428
)

—

(428
)
Net loss

—

—

—

(32,620
)

(32,620
)
Balance, March 31, 2020

28,051

$
281

$
463,368

$
(204,798
)

$
258,851

Issuance of stock on options exercised and restricted stock units vested

73

—

—

—

—

Share-based compensation

—

—

1,755

—

1,755

Net loss

—

—

—

(78,566
)

(78,566
)
Balance, June 30, 2020

28,124

$
281

$
465,123

$
(283,364
)

$
182,040


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

The accompanying notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,							Three Months Ended March 31,
	2020			2019				2021		2020
Cash flows from operating activities							Cash flows from operating activities
Net loss	$	(111,186	)	$	(22,426	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Net income (loss)							Net income (loss)	$	10,620	$	(32,620)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:							Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		63,086			57,241		Depreciation and amortization	27,186		31,156
Impairment of goodwill and intangible assets		27,872			—
Change in non-cash lease expense							Change in non-cash lease expense	439		161
Share-based compensation		3,908			6,262		Share-based compensation	2,669		2,153
Amortization of debt issuance costs and discounts on debt		2,236			2,471		Amortization of debt issuance costs and discounts on debt	1,155		1,113
Loss on disposal of assets		1,291			832		Loss on disposal of assets	209		589
Provision for bad debts		461			431
Loss on extinguishment of debt		—			9,150
(Benefit) provision for credit losses							(Benefit) provision for credit losses	(27)		160
Deferred income taxes							Deferred income taxes	(297)		423
Impairment of goodwill and intangible assets							Impairment of goodwill and intangible assets	0		6,461
Change in fair value of derivative		1			3,737		Change in fair value of derivative	0		1
Deferred income taxes		629			(1,995	)
Changes in operating assets and liabilities, net of acquisitions:
Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Accounts receivable		2,023			(1,384	)	Accounts receivable	(1,352)		4,108
Income taxes receivable		(370	)		193
Prepaid expenses		4,614			(943	)
Inventories and other current assets		911			(1,203	)
Prepaid expenses, inventories and other current assets							Prepaid expenses, inventories and other current assets	(6,012)		72
Other assets		893			379		Other assets	9,472		(586)
Accounts payable and other accrued expenses		(1,790	)		8,715		Accounts payable and other accrued expenses	17,791		(492)
Accrued taxes, other than income taxes		(5,066	)		755
Other liabilities		32			(846	)	Other liabilities	(9,659)		(1,542)
Net cash (used in) provided by operating activities		(10,455	)		61,369
Net cash provided by operating activities							Net cash provided by operating activities	52,194		11,157
Cash flows from investing activities							Cash flows from investing activities
Purchase of property and equipment, net of change in construction payables		(22,224	)		(53,221	)	Purchase of property and equipment, net of change in construction payables	(4,873)		(18,541)
Acquisition of business, net of cash acquired		—			(148,952	)
Proceeds from disposal of property and equipment		353			93		Proceeds from disposal of property and equipment	223		353
Other investing activities		—			(295	)
Net cash used in investing activities		(21,871	)		(202,375	)	Net cash used in investing activities	(4,650)		(18,188)
Cash flows from financing activities							Cash flows from financing activities
Repayments of revolving credit facility		(190,000	)		(145,000	)
Borrowings under revolving credit facility		200,000			145,000		Borrowings under revolving credit facility	0		200,000
Repayments of term loan		—			(220,000	)
Proceeds from issuance of senior notes		—			375,000
Repayments of notes payable		(1,842	)		(881	)	Repayments of notes payable	(1,483)		(1,824)
Principal payments under finance leases		(925	)		(829	)	Principal payments under finance leases	(839)		(629)
Payments for debt issuance costs		—			(6,668	)
Debt extinguishment and modification costs		—			(4,763	)
Tax withholding on share-based payments		(428	)		(291	)	Tax withholding on share-based payments	(3,439)		(428)
Proceeds from exercise of common stock		2			56
Net cash provided by financing activities		6,807			141,624
Proceeds from issuance of common stock, net of costs							Proceeds from issuance of common stock, net of costs	3		2
Proceeds from exercise of stock options							Proceeds from exercise of stock options	98		0
Net cash (used in) provided by financing activities							Net cash (used in) provided by financing activities	(5,660)		197,121
Cash and cash equivalents							Cash and cash equivalents
Change in cash and cash equivalents		(25,519	)		618		Change in cash and cash equivalents	41,884		190,090
Balance, beginning of period		111,678			116,071		Balance, beginning of period	103,558		111,678
Balance, end of period	$	86,159		$	116,689		Balance, end of period	$	145,442	$	301,768

~~Consolidated Statements of Cash Flows – (Continued)~~

~~(In thousands)~~

~~(Unaudited)~~

Six Months Ended June 30,

2020

2019

Supplemental cash flow disclosures

Cash paid for interest

$
26,346

$
28,752

Cash received for income taxes, net

—

(193
)
Non-cash investing and financing activities

Payables incurred for capital expenditures

$
2,940

$
9,877

Assets acquired under finance lease obligations

—

3,352

Loss on extinguishment of debt

—

4,388

Impairment of right-of-use asset

—

12,272

Operating lease right-of-use assets obtained in exchange for lease obligations ⁽¹⁾

3,491

36,117

Common stock issued in connection with acquisition

—

16,608


	Three Months Ended March 31,
	2021		2020
Supplemental cash flow disclosures
Cash paid for interest	$	7,630	$	9,616
Non-cash investing and financing activities
Payables incurred for capital expenditures	$	561	$	2,292
Operating lease right-of-use assets obtained in exchange for lease obligations	28,681		1,739

~~(1)~~

~~For 2019, the amount includes operating lease right-of-use assets obtained in exchange for existing lease obligations due to the adoption of ASC 842.~~

The accompanying condensed notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

Condensed Notes to Consolidated Financial Statements (Unaudited)

Note 1 –— Nature of Business and Basis of Presentation

Overview

Golden Entertainment, Inc. and its wholly-owned subsidiaries own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on resort casino operations and distributed gaming (including gaming in the Company’s branded taverns). Unless otherwise indicated, the terms “Golden” and the “Company,” refer to Golden Entertainment, Inc. together with its subsidiaries.

The Company conducts its business through 2 reportable operating segments: Casinos and Distributed Gaming. The Company’s Casinos segment involves the operation of 10 resort casino properties in Nevada and Maryland, comprising:


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

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

~~As a result of the impact of the 2019 novel coronavirus (“COVID-19”) pandemic, the operations of the Colorado Belle remained suspended as of June 30, 2020.~~

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

Impact of COVID-19

~~In December 2019, an outbreak~~

Since the declaration of COVID-19 ~~began in Wuhan, Hubei Province, China. The disease has since spread rapidly across the world, causing the World Health Organization to declare COVID-19~~as a pandemic on March 11, ~~2020. Since that time,~~2020, people across the globe have been advised to avoid non-essential travel, and steps have been taken by governmental authorities, including in the ~~States~~states in which the Company operates, to implement closures of non-essential operations to contain the spread of the virus. The ~~COVID-19~~ pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. Following emergency executive orders issued by the Governors of Nevada, Maryland and Montana in the week of March 16, 2020, all of the Company’s properties were temporarily closed to the public and the ~~Company’s~~ Distributed Gaming operations at third-party locations were suspended. The Company’s Distributed Gaming operations in Montana and Nevada resumed on May 4, 2020 and June 4, 2020, respectively, and the Company’s Casino operations in Nevada and Maryland resumed on June 4, 2020 and June 19, 2020, respectively. However, as a result of the impact of the ~~COVID-19~~ pandemic, the operations of the Colorado Belle ~~remained suspended as of June 30, 2020.~~remain suspended. While all of the Company’s properties, except for the Colorado Belle, ~~had been~~ re-opened asduring the second quarter of ~~June 30,~~ 2020, the ~~Company’s~~ implementation of protocols intended to protect team members, gaming patrons and guests from potential COVID-19 exposure continues to limit the Company’s operations. These measures include enhanced sanitization, public gathering limitations ~~of less than 50% of~~on casino, tavern and ~~tavern~~venue capacity, patron social distancing requirements, restrictions on permitted hours of operations, limitations on casino operations, which include disabling electronic gaming machines, and face mask and temperature check requirements for patrons. Certain amenities at the Company’s casinos may remain closed or operate in a limited capacity, including restaurants, bars, and other food and beverage outlets, as well as table games, showrooms, meeting rooms, spas and pools. These measures limit the number of patrons that are able to attend these venues. ~~Subsequent to fiscal quarter end, effective~~The Company cannot predict when these restrictions on the Company’s operations will be eliminated.

On July 10, 2020, the Governor of ~~the State of~~ Nevada issued ~~a new~~an emergency executive order mandating the closure of ~~all~~bar tops and bar areas in restaurants, bars, pubs, taverns, breweries, distilleries, wineries and ~~wineries~~related facilities that are licensed to serve food in seven counties, including Clark County (the location of most of our branded taverns). In response to the Governor’s executive order, the Company immediately closed most of its tavern locations. The Company implemented modifications of the gaming areas in its taverns which allowed it to re-open its tavern locations beginning in late July 2020 and all of the tavern locations had re-opened by the end of September 2020.

On November 24, 2020, the Governor of Nevada issued an emergency executive order limiting occupancy in gaming areas and non-gaming businesses, including, but not limited to, retail stores, restaurants and bars, non-retail venues, pools and aquatic facilities, and other establishments in Nevada to 25% of the listed fire code capacity. On February 15, 2021 these restrictions were relaxed to allow the occupancy rate at gaming floors and food and beverage establishments, including restaurants, bars, pubs, wineries, distilleries and breweries, to increase to 35%, while permitted occupancy at retail stores, pools and aquatic facilities increased to 50% of the listed fire code capacity. On March 15, 2021 the Governor of Nevada further eased the occupancy limitations on the gaming properties by allowing the occupancy rate to go up to 50% of the listed fire code capacity. On May 1, 2021, the occupancy limitations for establishments located in Clark County were further eased by increasing to 80%, subject to state law considerations. It is uncertain when the COVID-19 mitigation measures in place as of the filing of this Quarterly Report on Form 10-Q will be further eased or eliminated.

With respect to the Company’s ~~branded taverns) (refer~~operations in Montana, on November 20, 2020, the Governor of Montana issued an emergency executive order limiting operating capacity in all restaurants and bars to ~~“Note 13 — Subsequent Events”)~~50%. In addition, the order required all such businesses to close between the hours of 10 pm and 4 am. In January 2021, the Governor of Montana rescinded the requirement for limited operating capacity, although certain restrictions at various counties remained in place as of March 31, 2021.

The ~~Company cannot predict when~~Company’s Maryland operations have been subject to a reduced operating capacity requirement of 50% since re-opening on June 19, 2020. On November 17, 2020, the Governor of Maryland issued an emergency executive order further restricting food service establishments by requiring them to close from 10 pm to 6 am. During these ~~restrictions on its operations will be changed or eliminated.~~

closure hours, such establishments are allowed to take carry out and delivery orders off premises but such venues, including casinos, are not permitted to serve any beverages. On March 12, 2021, the Governor of Maryland rescinded all emergency executive orders related to COVID-19 limitations.

Temporary closures of the Company’s operations due to the COVID-19 pandemic resulted in lease concessions for certain of the Company’s taverns and route locations. Such concessions provided for deferral and, in some instances, forgiveness of rent payments with no substantive ~~changes~~amendments to the consideration due per the terms of the original contract and did not result in a substantial ~~increase~~change in the Company’s obligations under such leases. The Company elected to account for the deferred rent ~~payments~~ as variable lease payments, which resulted in ~~an $8.8~~

~~million~~a reduction inof rent expense in the amount of $1.7 million for the three ~~and six~~ months ended ~~June 30, 2020. Such rent~~March 31, 2021. Rent expense that was not forgiven will be recorded in future periods as these deferred payments are paid to the Company’s lessors.

The disruptions arising from the COVID-19 pandemic ~~had a significant adverse~~continue to have an impact on the Company’s financial condition, and results of operations for the three and six months ended June 30, 2020. The duration and intensity of this global health emergency and related disruptions is uncertain. The impact of COVID-19 on the Company’s consolidated results of operations, cash flows and financial condition in 2020 will be material, but cannot be reasonably estimated at this time, as it is unknown when the ~~COVID-19~~ pandemic will end, when or how quickly the current travel restrictions, occupancy and ~~tavern closures~~other limitations will be ~~modified~~further eased or cease to be necessary, and how these uncertainties will impact the Company’s business and the willingness of customers to spend on travel and entertainment.

~~The impact of~~ In 2020, in response to the COVID-19 pandemic, on the Company’s operations qualified as a triggering event necessitating an evaluation of long-lived assets, goodwill, and indefinite-lived intangible assets for indicators of impairment as discussed in “Note 3 — Property and Equipment, Net” and “Note 4 — Goodwill and Intangible Assets, Net.”

~~On March 16, 2020,~~ the Company fully drew the available capacity of $200 million under its revolving credit facility (the “Revolving Credit Facility”) as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. During the second quarter of ~~2020,~~ the Company repaid $190 million of its borrowings under the Revolving Credit Facility, and as of June 30, 2020, $190 million remained available to the Company for reborrowing. In addition, the Company has implemented various mitigating actions to preserve liquidity, including delaying material capital expenditures, reducing ~~cash~~ operating expenses and implementing a ~~non-essential~~ cost reduction ~~program.~~ program with respect to discretionary expenditures. Such measures remained in effect during the three months ended March 31, 2021 and as of March 31, 2021, the Company’s $200 million revolving credit facility (the “Revolving Credit Facility”) was undrawn and available for borrowing. To further enhance its liquidity position or to finance any future acquisition or other business investment initiatives, the Company may obtain additional financing, which could consist of debt, convertible debt or equity financing from public or private credit and capital ~~markets~~.

markets.

Basis of Presentation

The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, refer to the audited consolidated financial statements of the Company for the year ended December 31, ~~2019~~2020 and the notes thereto included in the Company’s Annual Report on Form 10-K (the “Annual Report”) previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which included only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented. Results for interim periods should not be considered indicative of the results to be expected for the full year and should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report.

The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

Significant Accounting Policies

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

Net ~~Loss~~Income (Loss) Per Share

~~For all periods, basic~~

Basic net ~~loss~~income (loss) per share is calculated by dividing net ~~loss~~income (loss) by the weighted-average common shares outstanding. Diluted net ~~loss~~income per share in profitable periods reflects the effect of all potentially dilutive common shares outstanding by dividing net ~~loss~~income by the weighted-average of all common and potentially dilutive shares outstanding. ~~Due to~~In the event of a net ~~losses for~~loss, diluted shares are not considered because of their anti-dilutive effect. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2020, ~~and 2019,~~ the effect of all potential common share equivalents was anti-dilutive due to the Company being in net loss position, and therefore, all such shares were excluded from the computation of diluted weighted average shares ~~outstanding for both periods.~~outstanding. The amount of potential common share equivalents excluded ~~were 345,655 and 758,984 for three and six months ended June 30, 2020, respectively, and 739,934 and 892,282~~was 1,141,739 for the three ~~and six~~ months ended ~~June 30, 2019, respectively.~~

March 31, 2020.

Reclassification of Prior Year Balances

Reclassifications were made to the Company’s prior period consolidated financial statements ~~for the three and six months ended June 30, 2019~~ to conform to the current period presentation, where applicable.

Accounting Standards Issued and Adopted

~~In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13,~~

~~Financial Instruments - Credit Losses~~ (Topic 326) (“Topic 326”). The new guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans and other financial

instruments, the Company is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The Company adopted the standard as of January 1, 2020, and the adoption did not have a material impact on the Company’s financial statements and disclosures.

~~In August 2018, the FASB issued ASU No. 2018-13,~~ ~~Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement~~ (“Topic 820”). The new guidance amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures on fair value measurements in Topic 820. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the standard as of January 1, 2020, and the adoption did not have a material impact on the Company’s financial statements and disclosures.

~~In August 2018, the FASB issued ASU No. 2018-15,~~ ~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~. The ASU is intended to eliminate potential diversity in practice in accounting for costs incurred to implement cloud computing arrangements that are service contracts by requiring customers in such arrangements to follow internal-use software guidance with respect to such costs, with any resulting deferred implementation costs recognized over the term of the contract in the same income statement line item as the fees associated with the hosting element of the arrangement. The Company adopted the standard as of January 1, 2020, and the adoption did not have a material impact on the Company’s financial statements and disclosures.

~~Accounting Standards Issued but Not Yet Adopted~~

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU iswas intended to simplify the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations, and interim calculations, and ~~adds~~added guidance to reduce the complexity of applying Topic 740. The Company adopted the standard is effective ~~for fiscal years beginning after December 15, 2020~~January 1, 2021, and ~~interim periods within those fiscal years with early~~the adoption ~~permitted. The Company is currently evaluating~~did not have a material impact on the ~~impact of adopting this ASU on its~~Company’s financial statements ~~and disclosures; however, it~~or disclosures.

Management does not ~~expect the impact to be material.~~

Nobelieve that any other recently issued accounting standards that are not yet effective ~~have been identified that management believes~~ are likely to have a material impact on the Company’s financial statements.

Note 2 ~~– Acquisitions~~

~~The Company had 0 material acquisitions for the three and six months ended June 30, 2020.~~

~~Laughlin Acquisition~~

On January 14, 2019, the Company completed the acquisition of Edgewater Gaming, LLC and Colorado Belle Gaming, LLC (the “Laughlin Entities”) from Marnell Gaming, LLC (“Marnell”) for $156.2 million in cash (after giving effect to the post-closing adjustment provisions in the purchase agreement) and the issuance of 911,002 shares of the Company’s common stock to certain assignees of Marnell (the “Laughlin Acquisition”). The results of operations of the Laughlin Entities are included in the Company’s results subsequent to the acquisition date.The determination of the fair value of the assets acquired and liabilities assumed (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) was completed in the fourth quarter of 2019.

~~Note 3 –~~— Property and Equipment ~~Net~~

Property and equipment, net, consisted of the following:


(In thousands)	June 30, 2020			December 31, 2019			(In thousands)	March 31, 2021		December 31, 2020
Land	$	125,240		$	125,240		Land	$	125,240	$	125,240
Building and site improvements		922,625			880,662
Building and improvements							Building and improvements	932,090		928,641
Furniture and equipment		243,452			222,938		Furniture and equipment	241,406		246,292
Construction in process		9,615			49,869		Construction in process	8,741		6,714
Property and equipment		1,300,932			1,278,709		Property and equipment	1,307,477		1,306,887
Accumulated depreciation		(282,635	)		(232,173	)	Accumulated depreciation	(353,330)		(331,137)
Property and equipment, net	$	1,018,297		$	1,046,536		Property and equipment, net	$	954,147	$	975,750

Depreciation expense for property and equipment, including finance leases, was ~~$26.3~~$25.0 million and $~~51.8~~$25.5 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, ~~and $24.3 million and $45.9 million for the three and six months ended June 30, 2019,~~ respectively.

The Company ~~concluded that~~reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. While the impact of the ~~current~~ COVID-19 pandemic on ~~its~~the Company’s operations ~~and financial results~~ is ~~an indicator~~ongoing, management determined that there were no new indicators of impairment ~~may exist~~for the three months ended March 31, 2021 (including no new indicators of impairment with respect to the Colorado Belle due to no changes in management’s assumptions related to ~~its long-lived assets. As a result,~~ the ~~Company revised its~~ cash flow projections ~~to reflect~~for the ~~current economic environment, including~~property), and as such, the uncertainty around the nature, timing and extent of elimination or change of the restrictions on its operations, and utilized such projections in performing an interim qualitative assessment of its property and equipment for potential impairment. The Company ~~completed an undiscounted cash flow analysis for each of its properties based on these revised cash flow projections, and the cash flows were sufficient to recover the Company’s assets such~~concluded that there was 0 impairment of the Company’s long-lived assets as of ~~June 30, 2020.~~

March 31, 2021.

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

Note ~~4 –~~3 — Goodwill and Intangible Assets ~~Net~~

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

Intangible assets, net, consisted of the following:


	March 31, 2021
(In thousands)	Useful Life (Years)	Gross Carrying Value		Cumulative Amortization		Cumulative Impairment		Intangible Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	53,690	$	—	$	(6,890)	$	46,800
		53,690		—		(6,890)		46,800
Amortizing intangible assets
Customer relationships	4-16	81,105		(31,481)		—		49,624
Player relationships	2-14	42,990		(39,330)		—		3,660
Non-compete agreements	2-5	9,840		(7,735)		—		2,105
Gaming license (1)	15	2,100		(1,104)		—		996
In-place lease value	4	1,170		(986)		—		184
Leasehold interest	4	570		(543)		—		27
Other	4-25	1,814		(1,300)		—		514
		139,589		(82,479)		—		57,110
Balance, March 31, 2021		$	193,279	$	(82,479)	$	(6,890)	$	103,910

(1)Relates to Rocky Gap.


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

(1)Relates to Rocky Gap.

Total amortization expense related to intangible assets was $2.2 million and $5.6 million for the three months ended March 31, 2021 and 2020, respectively.

The Company tests goodwill and indefinite-lived intangible assets for impairment annually, in the last quarter of the year, unless events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Finite-lived intangible assets are evaluated for potential impairment whenever there is an indicator that the carrying value of an asset group may not be recoverable.

While the impact of the COVID-19 pandemic on the Company’s operations is ongoing, management determined that there were no new indicators of impairment for the three months ended March 31, 2021 and the Company concluded that there was 0 impairment of the Company’s goodwill and intangible assets as of March 31, 2021.

During the first quarter of 2020, the Company concluded that the COVID-19 pandemic had an adverse impact on its operations and financial results, particularly within the Company’s Casinos segment due to the mandatory property closures, which management considered an indicator of impairment, and necessitated a performance of interim qualitative and quantitative impairment tests. The Company’s interim assessment resulted in recognition of a non-cash impairment of its Casinos segment goodwill of $6.5 million.

Mandatory shut-down of the Company’s properties for a majority of the second quarter of 2020 resulted in deterioration of performance of the Company’s casino properties in particular, which required the Company to revise its cash flow projections to reflect the current economic environment, including the uncertainty surrounding the nature, timing, and extent of elimination or change of the restrictions on the Company’s operations. As a result of the impact of the COVID-19 pandemic, the operations of the Colorado Belle remained suspended as of June 30, 2020. The Company conducted an interim qualitative and quantitative assessment of its goodwill and intangible assets for potential impairment, which resulted in recognition of an additional non-cash impairment of the Company’s Casinos segment in the amount of $18.8 million for the three months ended June 30, 2020. The assessment also indicated that the carrying value of an indefinite-lived trade name for certain of the Company’s properties within the Casinos segment exceeded its fair value and resulted in recognition of a non-cash impairment charge of $2.6 million.

The estimated fair value of goodwill ~~and indefinite-lived intangible assets for the first and second quarter~~ was determined using discounted cash flow models which utilized Level 3 inputs as follows: discount rate of 12.0%; long-term revenue growth rate of ~~2.0% to~~ 3.0%.

~~There was 0~~ The impairment charge is included in “Impairment of goodwill and intangible assets” on the ~~remaining goodwill or other intangible assets for the three and six months ended June 30, 2020.~~

~~The following table summarizes goodwill~~ ~~activity by reportable segment:~~

(In thousands)

Casinos

Distributed
Gaming

Total
Goodwill

Balance, December 31, 2019

$
86,466

$
97,859

$
184,325

Goodwill impairment

(25,272
)

—

(25,272
)
Balance, June 30, 2020

$
61,194

$
97,859

$
159,053

~~Intangible assets, net, consisted~~consolidated statements of ~~the following:~~

operations.

June 30, 2020

Gross

Useful Life

Carrying

Cumulative

Intangible

(In thousands)

(Years)

Value

Amortization

Impairment

Assets, Net

Indefinite-lived intangible assets

Trade names

Indefinite

$
53,690

$
—

$
(2,600
)
$
51,090

Gaming licenses

Indefinite

960

—

—

960

Other

Indefinite

185

—

—

185

54,835

—

(2,600
)

52,235

Amortizing intangible assets

Customer relationships

4-16

81,104

(27,076
)

—

54,028

Player relationships

2-14

42,989

(33,628
)

—

9,361

Non-compete agreements

2-5

9,840

(6,426
)

—

3,414

Gaming license ⁽¹⁾

15

2,100

(999
)

—

1,101

In-place lease value

4

1,171

(784
)

—

387

Leasehold interest

4

570

(424
)

—

146

Other

4-25

1,769

(1,181
)

—

588

139,543

(70,518
)

—

69,025

Balance, June 30, 2020

$
194,378

$
(70,518
)

$
(2,600
)

$
121,260

~~(1)~~

~~Relates to Rocky Gap.~~

December 31, 2019

Gross

Useful Life

Carrying

Cumulative

Intangible

(In thousands)

(Years)

Value

Amortization

Assets, Net

Indefinite-lived intangible assets

Trade names

Indefinite

$
53,690

$
—

$
53,690

Gaming licenses

Indefinite

960

—

960

Liquor Licenses

Indefinite

185

—

185

54,835

—

54,835

Amortizing intangible assets

Customer relationships

4-16

81,105

(24,140
)

56,965

Player relationships

2-14

42,990

(26,649
)

16,341

Non-compete agreements

2-5

9,840

(5,467
)

4,373

Gaming license ⁽¹⁾

15

2,100

(929
)

1,171

In-place lease value

4

1,301

(724
)

577

Leasehold interest

4

570

(345
)

225

Other

4-25

1,814

(1,150
)

664

139,720

(59,404
)

80,316

Balance, December 31, 2019

$
194,555

$
(59,404
)

$
135,151

~~(1)~~

~~Relates to Rocky Gap.~~

Total amortization expense related to intangible assets was $5.6 million and $11.3 million for the three and six months ended June 30, 2020, respectively, and $5.7 million and $11.3 million for the three and six months ended June 30, 2019, respectively.

Note ~~5 –~~4 — Accrued Liabilities

Accrued liabilities consisted of the following:


(In thousands)	June 30, 2020		December 31, 2019		(In thousands)	March 31, 2021		December 31, 2020
Interest					Interest	$	13,105	$	6,118
Gaming liabilities	$	11,918	$	12,353	Gaming liabilities	12,229		12,073
Interest		6,362		6,562
Accrued taxes, other than income taxes					Accrued taxes, other than income taxes	8,148		6,152
Other accrued liabilities		4,156		3,873	Other accrued liabilities	4,355		4,751
Deposits		3,029		2,734	Deposits	2,528		1,211
Total current accrued liabilities	$	25,465	$	25,522	Total current accrued liabilities	$	40,365	$	30,305

Note ~~6 –~~5 — Long-Term Debt

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


(In thousands)	June 30, 2020			December 31, 2019			(In thousands)	March 31, 2021		December 31, 2020
Revolving Credit Facility	$	10,000		$	—
Term Loan		772,000			772,000		Term Loan	$	772,000	$	772,000
2026 Unsecured Notes		375,000			375,000		2026 Unsecured Notes	375,000		375,000
Finance lease liabilities		11,267			12,463		Finance lease liabilities	8,337		9,182
Notes payable		3,717			6,369		Notes payable	2,424		4,373
Total long-term debt and finance leases		1,171,984			1,165,832		Total long-term debt and finance leases	1,157,761		1,160,555
Unamortized discount		(17,240	)		(18,885	)	Unamortized discount	(14,727)		(15,570)
Unamortized debt issuance costs		(7,485	)		(8,076	)	Unamortized debt issuance costs	(6,560)		(6,873)
Total long-term debt and finance leases after debt issuance costs and discount		1,147,259			1,138,871		Total long-term debt and finance leases after debt issuance costs and discount	1,136,474		1,138,112
Current portion of long-term debt and finance leases		(7,173	)		(8,497	)	Current portion of long-term debt and finance leases	(11,450)		(11,142)
Long-term debt, net and finance leases	$	1,140,086		$	1,130,374		Long-term debt, net and finance leases	$	1,125,024	$	1,126,970

Senior Secured Credit Facility

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

billion.

As of ~~June 30, 2020,~~March 31, 2021, the Company had $772 million in principal amount of outstanding Term Loan borrowings under its Credit Facility, no0 outstanding letters of credit ~~outstanding,~~ and ~~$10 million in principal amount of outstanding~~0 borrowings under the Revolving Credit Facility, ~~leaving~~such that full borrowing availability of $200 million under the Revolving Credit Facility ~~as of June 30, 2020 of $190 million~~.

was available to the Company for re-borrowing.

The Revolving Credit Facility matures on October 20, 2022, and the Term Loan matures on October 20, 2024. The Term Loan is repayable in 27 quarterly installments of $2 million each, which commenced in March 2018,, followed by a final installment of $746 million at maturity.

The Company was in compliance with its financial and other covenants under the Credit Facility as of ~~June 30, 2020.~~

March 31, 2021.

Senior Unsecured Notes

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

~~The~~

For the three months ended March 31, 2021, the weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facility was approximately 3.75% and under the Credit Facility and the 2026 Unsecured Notes (collectively) was approximately ~~5.37% and 5.74% for the three and six months ended June 30, 2020, respectively.~~

5.02%.

Note ~~7 – Stockholders’~~6 — Shareholders’ Equity and Stock Incentive Plans

Share Repurchase Program

On March 12, 2019, the Company’s Board of Directors authorized the repurchase of up to ~~$25.0~~$25 million additional shares of common stock. 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, 2020, the Company had 0t repurchased any shares~~There were no repurchase transactions under the March 12, 2019 ~~authorization.~~

authorization during the three months ended March 31, 2021.

Stock Options

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

	Stock Options
				Weighted-			Stock Options
				Average			Shares	Weighted-Average Exercise Price
	Shares			Exercise Price
Outstanding at January 1, 2020		3,126,521		$	11.61
Outstanding at January 1, 2021						Outstanding at January 1, 2021	2,891,341	$	11.07
Granted		—		$	—	Granted	0	$	0
Exercised		(40,000	)	$	2.07	Exercised	(34,334)	$	14.90
Cancelled		(7,604	)	$	13.07	Cancelled	0	$	0
Expired		(176,660	)	$	24.11	Expired	0	$	0
Outstanding at June 30, 2020		2,902,257		$	10.98
Exercisable at June 30, 2020		2,724,687		$	10.84
Outstanding at March 31, 2021						Outstanding at March 31, 2021	2,857,007	$	11.03
Exercisable at March 31, 2021						Exercisable at March 31, 2021	2,857,007	$	11.03

Share-based compensation expense ~~net~~ related to stock options was ~~$0.5~~$0.2 million and ~~$1.1~~$0.6 million for the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021 and ~~$0.9 million and $3.4 million for the three and six months ended June 30, 2019, respectively.~~2020. The ~~Company’s~~Company did 0t have any remaining unrecognized share-based compensation expense related to stock options ~~was $1.0 million~~ as of ~~June 30, 2020, which is expected to be recognized over a weighted-average period of 0.6 years.~~March 31, 2021. The unrecognized share-based compensation expense related to stock options was ~~$3.6~~$1.5 million as of ~~June 30, 2019,~~March 31, 2020, which was expected to be recognized over a weighted-average period of ~~1.4~~0.8 years.

Restricted Stock Units

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

	RSUs					PSUs
				Weighted-					Weighted-			RSUs			PSUs
				Average Grant					Average Grant			Shares	Weighted-Average Grant Date Fair Value		Shares (1)	Weighted-Average Grant Date Fair Value
	Shares			Date Fair Value		Shares ⁽¹⁾			Date Fair Value
Outstanding at January 1, 2020		661,258		$	16.44		376,328		$	20.65
Outstanding at January 1, 2021											Outstanding at January 1, 2021	943,957	$	12.06	743,719	$	13.82
Granted		624,415		$	9.65		404,880		$	8.86	Granted	211,073	$	29.00	119,073	$	29.00
Vested		(252,268	)	$	17.06		(5,254	)	$	28.72	Vested	(313,652)	$	13.72	(89,920)	$	25.73
Cancelled		(27,557	)	$	17.37		(32,235	)	$	28.72	Cancelled	(2,606)	$	11.77	(77,725)	$	25.23
Outstanding at June 30, 2020		1,005,848		$	12.04		743,719		$	13.82
Outstanding at March 31, 2021											Outstanding at March 31, 2021	838,772	$	15.71	695,147	$	13.61

~~(1)~~

~~The number of shares for 62,791 of the PSUs included~~(1) 62,791 of the 77,725 PSUs cancelled during the three months ended March 31, 2021 related to PSUs granted in November 2017, for which applicable performance goals were not met. 14,934 of the 77,725 PSUs cancelled during the period related to PSUs granted in March 2019 (the “2019 PSU Awards”). The Company’s financial results for the applicable performance goals were certified during the three months ended March 31, 2021, which resulted in the outstanding balance at January 1, 2020 represents the actual number of PSUs granted to each recipient that are eligible to vest if the Company meets its performance goals for the applicable period. The number of shares for the remainder of the PSUs included in the outstanding balance at January 1, 2020 and for all of the PSUs granted in 2020 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.

~~Additionally, 108,957~~

reduction of the shares subject to the 2019 PSU Awards from 204,580 to 189,646. In addition, 18,452 of the shares under the 2019 PSU Awards vested during the three months ended March 31, 2021.

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

The number of outstanding PSUs for the remainder of the PSUs included in the outstanding balance at March 31, 2021 represents the “target” number of PSUs granted to each recipient eligible to vest if the Company meets its “target” performance goals for the applicable period. The actual number of PSUs eligible to vest for those PSUs will vary depending on whether or not the Company meets or exceeds the applicable threshold, target, or maximum performance goals for the PSUs, with ~~70.4%~~200% of the “target” number of PSUs for the 2018 PSU Awards “earned” based on the Company’s performance, subject to one additional year of time-based vesting. Accordingly, the total number of PSUs granted in the 2018 PSU Awards that are eligible to vest ~~was reduced by 32,235 shares from 108,957 shares to 76,722 shares.~~

at “maximum” performance levels.

Share-based compensation expense ~~net~~ related to RSUs was ~~$1.1~~$1.3 million and ~~$2.1~~$1.0 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, ~~respectively, and $1.0 million and $2.1 million for the three and six months ended June 30, 2019,~~ respectively. Share-based compensation expense related to PSUs was ~~$0.2~~$1.2 million and ~~$0.7~~$0.5 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, ~~respectively, and $0.2~~respectively.

As of March 31, 2021, there was $11.3 million and ~~$0.6 million for the three and six months ended June 30, 2019, respectively.~~

~~As of June 30, 2020, there was $9.8 million and $5.1~~$6.2 million of unamortized share-based ~~compensation~~compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of ~~2.3~~2.4 years ~~for~~for both RSUs and PSUs. As of ~~June 30, 2019,~~March 31, 2020, there was ~~$7.4~~$8.6 million and ~~$4.0~~$5.8 million of unamortized share-based compensation expense related to RSUs and PSUs, respectively, which was expected to be recognized over a weighted-average period of ~~2.3~~2.6 years and 2.4 years for RSUs and PSUs, respectively.

As of ~~June 30, 2020,~~March 31, 2021, a total of ~~1,529,029~~2,299,828 sharesof 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, ~~2020~~2021 of ~~1,066,403~~1,126,361 shares.

Note ~~8 –~~7 — Income Tax

The Company’s effective income tax rate was ~~0.3% and 0.2% for the three and six months ended June 30, 2020, respectively, and (8.5)~~(2.9)% and ~~(8.2)~~(0.2)% for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2021 and 2020, respectively.

Income tax ~~expense~~benefit of ~~$0.2 million and~~ $0.3 million for the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021 was primarily due to the change in valuation allowance against the Company’s deferred tax assets during the first three ~~and six~~ months of ~~2020.~~2021. Income tax ~~benefit~~expense of ~~$1.3 million and $2.0~~$0.1 million for the three ~~and six~~ months ended ~~June 30, 2019, respectively,~~March 31, 2020 was primarily due to the change in valuation allowance against the Company’s deferred tax assets during the first three ~~and six~~ months of ~~2019~~.

2020.

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

As of ~~June 30, 2020,~~March 31, 2021, the Company’s 2017 and 2018 federal tax returns were under audit by the IRS.

As of March 31, 2021, the Company had no material uncertain tax positions.

Note ~~9 –~~8 — Financial Instruments and Fair Value Measurements

Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

•

~~Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.~~

•Level 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 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.~~

•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.

~~The 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, 2020

Carrying

Fair

Fair Value
(In thousands)

Amount

Value

Hierarchy
Revolving Credit Facility

$
10,000

$
9,100

Level 2
Term Loan

772,000

702,520

Level 2
2026 Unsecured Notes

375,000

347,100

Level 2
Finance lease liabilities

11,267

11,267

Level 3
Notes payable

3,717

3,717

Level 3
Total debt

$
1,171,984

$
1,073,704

	December 31, 2019
	Carrying		Fair		Fair Value		March 31, 2021
(In thousands)	Amount		Value		Hierarchy	(In thousands)	Carrying Amount		Fair Value		Fair Value Hierarchy
Term Loan	$	772,000	$	776,806	Level 2	Term Loan	$	772,000	$	764,280	Level 2
2026 Unsecured Notes		375,000		401,250	Level 2	2026 Unsecured Notes	375,000		398,888		Level 2
Finance lease liabilities		12,463		12,463	Level 3	Finance lease liabilities	8,337		8,337		Level 3
Notes payable		6,369		6,369	Level 3	Notes payable	2,424		2,424		Level 3
Total debt	$	1,165,832	$	1,196,888		Total debt	$	1,157,761	$	1,173,929


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

The estimated fair value of the Company’s Term Loan ~~Revolving Credit Facility~~ and 2026 Unsecured Notes is based on a relative value analysis performed as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. The finance lease liabilities and notes payable are fixed-rate debt, are not traded and do not have observable market inputs, therefore, the fair value is estimated to be equal to the carrying value.

As of June 30, 2020, the Company had an interest rate cap agreement that was outstanding with a notional amount of $650 million, which expires on December 31, 2020. Using Level 2 inputs, the Company adjusts the carrying value of the interest rate cap agreement to estimated fair value quarterly based upon observable market-based inputs that reflect the present values of the difference between estimated future fixed rate payments and future variable receipts. The fair value of the Company’s interest rate cap agreement was immaterial as of June 30, 2020 and December 31, 2019. As the Company elected to not apply hedge accounting, the change in fair value of its interest rate cap agreement was recorded in the consolidated statement of operations.

Note ~~10 –~~9 — Commitments and Contingencies

Participation Agreements and Space Lease Agreements with Revenue Share ~~Agreements~~

Provisions

The Company enters into slot placement contracts in the form of participation agreements and space lease agreements with revenue share ~~agreements.~~provisions. Under participation agreements, the business location holds the applicable gaming license and retains a percentage of the gaming revenue ~~that it generates~~generated from the Company’s slots. ~~Under~~Space lease agreements with revenue share ~~agreements,~~provisions are a hybrid model that has both space lease and participation elements and the Company pays the business ~~location~~ a percentage of the gaming revenue generated from the Company’s slots placed at the location, rather than a fixed monthly rental fee. Under such arrangements, the Company holds the applicable gaming license to conduct gaming at the location and the business location is required to obtain separate regulatory approval to receive a percentage of the gaming revenue. The aggregate contingent payments recognized by the Company as gaming expenses under participation agreements and space lease agreements with revenue share ~~and participation agreements~~provisions were ~~$14.0~~$54.1 million and ~~$50.0~~$36.0 million for the three ~~and six~~ months ended ~~June 30, 2020,respectively, including $0.1 million~~March 31, 2021 and ~~$0.3 million, respectively,under revenue share and participation agreements with related parties, as described in “Note 12 — Related Party Transactions.”~~The aggregate contingent payments recognized by the Company as gaming expenses under revenue share and participation agreements were $39.4 million and $77.9 million for the three and six months ended June 30, 2019, respectively, including $0.3 million and $0.5 million, respectively, under the revenue share and participation agreements with related parties.

2020.

Legal Matters

From time to time, the Company is involved in a variety of lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of business, including proceedings concerning labor and employment matters, personal injury claims, breach of contract claims, commercial disputes, business practices, intellectual property, tax and other matters for which the Company records reserves. Although lawsuits, claims, investigations and other legal proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of its currently pending matters should not have a material adverse effect on its business, financial condition, results of operations or liquidity. Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense costs, diversion of management resources and other factors. In addition, it is possible that an unfavorable resolution of one or more such proceedings could in the future materially and adversely affect the Company’s business, financial condition, results of operations or liquidity in a particular ~~period~~.

~~On August 31, 2018, prior guests of The Strat filed a purported class action complaint against~~period.

In January 2021, the Company inwas affected by a ransomware cyber-attack that temporarily disrupted the ~~District Court, Clark County, Nevada, on behalf of similarly situated individuals and entities that paid the Clark County Combined Transient Lodging Tax (“Tax”)~~Company’s access to certain information located on the ~~portion of a resort fee that constitutes charges for Internet access, during the period of February 6, 2014 through the date the alleged conduct ceases.~~Company’s network and incurred expenses relating thereto. The ~~lawsuit alleged that the Tax was charged in violation of the federal Internet Tax Freedom Act, which imposed a national moratorium on the taxation of Internet access by states~~Company’s financial information and their political subdivisions, and sought, on behalf of the plaintiff and the putative class, damages equal to the amount of the Tax collected on the Internet access component of the resort fee, injunctive relief, disgorgement, interest, fees and costs. All defendants to this matter, including Golden Entertainment, Inc., filed a joint motion to dismiss this matter for lack of merit. The District Court granted this joint motion to dismiss on February 21, 2019. The plaintiffs filed an appeal to the Supreme Court of Nevada on April 10, 2019.business operations were not materially affected. The Company implemented a variety of measures to further enhance its cybersecurity protections and ~~other defendants, filed an appellate response brief on October 19, 2019. On July 29, 2020~~minimize the ~~Supreme Court~~impact of ~~the State of Nevada upheld the lower court’s 2019 dismissal of this case.~~

On August 5, 2015 a prior employee filed a Charge of Discrimination with the Equal Employment Opportunity Commission (“EEOC”) and subsequently filed an Amended Charge of Discrimination on January 2016 alleging that the Company engaged in disability discrimination under the Americans with Disabilities Act of 1990, as amended. The EEOC has requested financial recovery as well as that the Company update certain policies and procedures. In late 2019 the EEOC issued a Letter of Determination and invited the Company to participate in a mediation on behalf of the plaintiff and similarly situated parties to work toward a resolution of this matter.any future cyber incidents. The Company has ~~agreed~~ insurance related

to ~~mediation in~~ this ~~matter. No mediation date has yet been set.~~

~~While legal proceedings are inherently unpredictable~~event and ~~no assurance can be given as~~is seeking to ~~the ultimate outcome of any of the above matters, based on management’s current understanding of the relevant facts~~recover costs it incurred to remediate this matter and ~~circumstances, the Company believes that these proceedings should not have a material adverse effect on its financial position, results of operations or cash flows.~~

will record insurance recovery when collection is probable.

Note ~~11 –~~10 — Segment Information

The Company conducts its business through 2 reportable operating segments: Casinos and Distributed Gaming. The Company’s Casinos segment involves the ownership and operation of resort casino properties in Nevada and Maryland. The Company’s Distributed Gaming segment involves the installation, maintenance and operation of slots and amusement devices in non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores in Nevada and Montana, and the operation of branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. The Corporate and Other segment includes the Company’s cash and cash equivalents, miscellaneous receivables and corporate overhead. Costs recorded in the Corporate and Other segment have not been allocated to the Company’s reportable operating segments because these costs are not easily allocable and to do so would not be practical.

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

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


	Three Months Ended June 30, 2020													Three Months Ended March 31, 2021
(In thousands)	Casinos			Distributed Gaming			Corporate and Other			Consolidated			(In thousands)	Casinos		Distributed Gaming		Corporate and Other		Consolidated
Revenues													Revenues
Gaming	$	25,210		$	31,467		$	—		$	56,677		Gaming	$	81,394	$	95,606	$	0	$	177,000
Food and beverage		6,016			4,152			—			10,168		Food and beverage	21,920		11,884		0		33,804
Rooms		5,987			—			—			5,987		Rooms	18,398		0		0		18,398
Other		2,219			720			203			3,142		Other	7,738		2,419		337		10,494
Total revenues	$	39,432		$	36,339		$	203		$	75,974		Total revenues	$	129,450	$	109,909	$	337	$	239,696

Net loss	$	(45,979	)	$	(5,194	)	$	(27,393	)	$	(78,566	)
Net income (loss)													Net income (loss)	$	29,004	$	15,010	$	(33,394)	$	10,620
Depreciation and amortization		25,344			5,902			684			31,930		Depreciation and amortization	21,346		5,214		626		27,186
Impairment of goodwill and intangible assets		21,411			—			—			21,411
Acquisition and severance expenses		189			134			44			367
Change in non-cash lease expense													Change in non-cash lease expense	137		279		23		439
Share-based compensation													Share-based compensation	0		0		3,005		3,005
(Gain) loss on disposal of assets													(Gain) loss on disposal of assets	(20)		229		0		209
Preopening and related expenses ⁽¹⁾		—			(1	)		10			9		Preopening and related expenses (1)	0		0		120		120
Asset disposal and other writedowns		683			24			(5	)		702
Share-based compensation		—			—			1,756			1,756
Other, net		48			41			28			117		Other, net	456		74		1,638		2,168
Interest expense, net		91			10			16,306			16,407		Interest expense, net	157		74		15,817		16,048
Income tax provision		—			—			206			206
Income tax benefit													Income tax benefit	0		0		(297)		(297)
Adjusted EBITDA	$	1,787		$	916		$	(8,364	)	$	(5,661	)	Adjusted EBITDA	$	51,080	$	20,880	$	(12,462)	$	59,498

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

Three Months Ended June 30, 2019

(In thousands)

Casinos

Distributed
Gaming

Corporate and
Other

Consolidated

Revenues

Gaming

$
72,237

$
74,009

$
—

$
146,246

Food and beverage

39,049

13,055

—

52,104

Rooms

35,514

—

—

35,514

Other

11,916

2,089

201

14,206

Total revenues

$
158,716

$
89,153

$
201

$
248,070

Net income (loss)

$
22,471

$
7,347

$
(44,226
)

$
(14,408
)
Depreciation and amortization

24,052

5,569

355

29,976

Acquisition and severance expenses

101

9

1,013

1,123

Preopening and related expenses ⁽¹⁾

700

660

137

1,497

Asset disposal and other writedowns

511

74

—

585

Share-based compensation

—

—

2,134

2,134

Other, net

81

—

406

487

Interest expense, net

64

23

19,048

19,135

Loss on extinguishment and modification of debt

—

—

9,150

9,150

Change in fair value of derivative

—

—

1,489

1,489

Income tax benefit

—

—

(1,344
)

(1,344
)
Adjusted EBITDA

$
47,980

$
13,682

$
(11,838
)

$
49,824

Six Months Ended June 30, 2020

(In thousands)

Casinos

Distributed
Gaming

Corporate and Other

Consolidated

Revenues

Gaming

$
87,115

$
96,777

$
—

$
183,892

Food and beverage

35,821

15,894

—

51,715

Rooms

31,592

—

—

31,592

Other

12,874

2,652

406

15,932

Total revenues

$
167,402

$
115,323

$
406

$
283,131

Net loss

$
(48,917
)

$
(4,590
)

$
(57,679
)

$
(111,186
)
Depreciation and amortization

50,057

11,767

1,262

63,086

Impairment of goodwill and intangible assets

27,872

—

—

27,872

Acquisition and severance expenses

2,606

612

125

3,343

Preopening and related expenses ⁽¹⁾

225

(1
)

115

339

Asset disposal and other writedowns

1,310

(14
)

(5
)

1,291

Share-based compensation

—

—

4,002

4,002

Other, net

95

238

141

474

Interest expense, net

336

25

34,792

35,153

Change in fair value of derivative

—

—

1

1

Income tax provision

—

—

258

258

Adjusted EBITDA

$
33,584

$
8,037

$
(16,988
)

$
24,633


	Three Months Ended March 31, 2020
(In thousands)	Casinos		Distributed Gaming		Corporate and Other		Consolidated
Revenues
Gaming	$	61,905	$	65,310	$	0	$	127,215
Food and beverage	29,805		11,742		0		41,547
Rooms	25,605		0		0		25,605
Other	10,655		1,932		203		12,790
Total revenues	$	127,970	$	78,984	$	203	$	207,157

Net (loss) income	$	(2,938)	$	604	$	(30,286)	$	(32,620)
Depreciation and amortization	24,713		5,865		578		31,156
Change in non-cash lease expense	143		(6)		24		161
Impairment of goodwill and intangible assets	6,461		0		0		6,461
Share-based compensation	0		0		2,246		2,246
Loss (gain) on disposal of assets	627		(38)		0		589
Preopening and related expenses (1)	225		0		105		330
Severance expenses	2,417		478		81		2,976
Other, net	47		197		113		357
Interest expense, net	245		15		18,486		18,746
Change in fair value of derivative	0		0		1		1
Income tax provision	0		0		52		52
Adjusted EBITDA	$	31,940	$	7,115	$	(8,600)	$	30,455

Six Months Ended June 30, 2019

(In thousands)

Casinos

Distributed
Gaming

Corporate and Other

Consolidated

Revenues

Gaming

$
143,122

$
146,916

$
—

$
290,038

Food and beverage

75,491

26,371

—

101,862

Rooms

66,801

—

—

66,801

Other

24,676

4,223

362

29,261

Total revenues

$
310,090

$
177,510

$
362

$
487,962

Net income (loss)

$
45,160

$
14,953

$
(82,539
)

$
(22,426
)
Depreciation and amortization

45,695

10,898

648

57,241

Acquisition and severance expenses

387

35

2,245

2,667

Preopening and related expenses ⁽¹⁾

2,354

1,226

149

3,729

Asset disposal and other writedowns

767

65

390

1,222

Share-based compensation

11

5

6,302

6,318

Other, net

92

—

1,259

1,351

Interest expense, net

116

39

37,115

37,270

Loss on extinguishment and modification of debt

—

—

9,150

9,150

Change in fair value of derivative

—

—

3,737

3,737

Income tax benefit

—

—

(1,995
)

(1,995
)
Adjusted EBITDA

$
94,582

$
27,221

$
(23,539
)

$
98,264

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

~~(1)~~

Preopening and related expenses include rent, organizational costs, non-capital costs associated with the opening of tavern and casino locations, and expenses related to The Strat rebranding and the launch of the TrueRewards loyalty program.

Assets

~~Assets~~

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

(In thousands)

Casinos

Distributed
Gaming

Corporate and
Other

Consolidated

Balance at June 30, 2020

$
1,131,272

$
448,182

$
44,482

$
1,623,936

Balance at December 31, 2019

$
1,204,574

$
482,294

$
54,049

$
1,740,917


(In thousands)	Casinos		Distributed Gaming		Corporate and Other		Consolidated
Balance at March 31, 2021	$	1,099,796	$	448,452	$	66,945	$	1,615,193

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

Note ~~12 –~~11 — Related Party Transactions

As of ~~June 30, 2020,~~March 31, 2021, the Company leased its office headquarters building from a company 33% beneficially owned by Blake L. Sartini, 5% owned by a trust for the benefit of Mr. Sartini’s immediate family members (including Blake L. Sartini, II) for which Mr. Sartini serves as trustee, and 3% beneficially owned by Stephen A. Arcana. The lease for the Company’s office headquarters building expires on December 31, 2030. The rent expense for the office headquarters building was $0.3 million ~~and $0.6 million~~ for each of the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019, respectively. NaN amount was owed to the Company, and $0.3 million was due and payable by the Company under this lease as of June 30,~~ 2020. NaN ~~amount was owed to the Company, and no~~ amount was due and payable by the Company as of March 31, 2021 and December 31, ~~2019.~~2020 under this lease arrangement. Additionally, a portion of the office headquarters building was sublet to Sartini Enterprises, Inc., a company ~~owned or~~ controlled by Mr. Sartini. Rental income ~~during~~for each of the three ~~and six~~ months ended ~~June 20,~~March 31, 2021 and 2020 ~~and 2019~~ for the sublet portion of the office headquarters building was insignificant. ~~An insignificant~~NaN amount was owed to the Company under such sublease as of ~~June 30, 2020~~March 31, 2021 and 0December 31, 2020. In addition, Golden and Sartini Enterprises, Inc. participate in certain cost-sharing arrangements. The amount due and payable by the Company under such arrangements was ~~owed~~insignificant as of March 31, 2021 and December 31, ~~2019.~~2020. Mr. Sartini serves as the Chairman of the Board and Chief Executive Officer of the Company and is co-trustee of The Blake L. Sartini and Delise F. Sartini Family Trust, which is a significant shareholder of the Company. Mr. Arcana serves as the Executive Vice President and Chief Operating Officer of the Company.

In November 2018, the Company entered into a lease agreement for office space in a building to be constructed and owned by a company 33% beneficially owned by Mr. Sartini, 5% owned by a trust for the benefit of Mr. Sartini’s immediate family members (including Blake L. Sartini, II) for which Mr. Sartini serves as trustee, and 3% beneficially owned by Mr. Arcana. The lease ~~is intended to commence~~

commenced in August 2020 and expires on December 31, 2030. The rent expense for the space ~~is expected to be approximately $0.3~~was less than $0.1 million ~~per year.~~for the three months ended March 31, 2021. Additionally, the lease agreement includes a right of first refusal for additional space on the second floor of the building.

~~One tavern location that~~From time to time, the ~~Company had previously~~Company’s executive officers and employees use a private aircraft for business purposes. The aircraft is owned by or leased ~~from a related party was sold in the second quarter of 2019~~ to ~~an unrelated third party.~~ ~~The rent expense for the tavern location leased from a related party~~ ~~(for the period in which the lease was with a related party)~~ was less than $0.1 million for the three months ended June 30, 2019 and $0.2 million for the six months ended June 30, 2019. No tavern locations were leased from related parties for the three and six months ended June 30, 2020.

~~For the three and six months ended June 30, 2020, the Company paid $0.1 million and $0.3 million, respectively, under~~Sartini Enterprises, Inc., pursuant to aircraft ~~time-sharing,~~timesharing, co-user and cost-sharing agreements between the Company and Sartini Enterprises, Inc., ~~a company controlled~~all of which have been approved by ~~Mr. Sartini. For~~ the ~~three~~Audit Committee of the Board of Directors. The aircraft timesharing, co-user and ~~six months ended June 30, 2019,~~cost-sharing agreements specify the maximum expense reimbursement that Sartini Enterprises, Inc. can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and the flight crew. Such costs include fuel, landing fees, hangar and tie-down costs away from the aircraft’s operating base, flight planning and weather contract services, crew costs and other related expenses. The Company’s compliance department regularly reviews these reimbursements. The Company paid $0.2 million and ~~$0.4~~$0.1 million for the three months ended March 31, 2021 and 2020, respectively, under the aircraft time-sharing, co-user and cost-sharing ~~agreements. The~~agreements with Sartini Enterprises, Inc. As of March 31, 2021, less than $0.1 million was owed by the Company ~~owed~~under such agreements and 0 amount ~~under the aircraft time-sharing, co-user and cost-sharing agreements~~ ~~and 0 amount~~was owed to the Company under such agreements as of ~~June 30, 2020 and~~ December 31, ~~2019~~.

2020.

Note 12 — Subsequent Events

The ~~Company recorded revenues~~Company’s management evaluates subsequent events through the date of ~~$0.1 million~~issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require adjustment to or disclosure in the consolidated financial statements as of and~~$0.3 million~~ for the three ~~and six~~ months ended ~~June 30, 2020, respectively, and gaming expenses of $0.1 million and $0.3 million, respectively,~~ related to the use of the Company’s slots at a distributed gaming location owned in part by Sean T. Higgins, who serves as the Company’s Executive Vice President of Government Affairs. The Company recorded revenues of $0.3 million and $0.6 million for the three and six months ended June 30, 2019, respectively, and gaming expenses of $0.3 million and $0.5 million, respectively, related to the use of the Company’s slots at this distributed gaming location. An insignificant amount was owed to the Company and due and payable by the Company related to this arrangement as of June 30, 2020 and DecemberMarch 31, ~~2019.~~2021.

~~Note 13 – Subsequent Events~~

~~On July 10, 2020~~, the Governor of the State of Nevada issued a new emergency executive order mandating the closure of bars, pubs, taverns, breweries, distilleries, and wineries in 7 counties, including Clark County. As a result of the Governor’s executive order, the Company has closed most of its tavern locations. As of the date hereof, the Company is not able to estimate when it will be able to re-open these tavern locations and is evaluating ~~mitigating actions that would allow the Company to resume its tavern operations in these locations.~~

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

As used in this Quarterly Report on Form 10-Q, unless the context suggests otherwise, the terms “Golden,” “we,” “us” and “our” and refer to Golden Entertainment, Inc. together with its subsidiaries.

The following information should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the “Annual Report”) previously filed with the Securities and Exchange Commission (“SEC”).

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions, or they may use future dates. In addition, forward-looking statements include statements regarding the impact of the 2019 novel coronavirus (“COVID-19”) pandemic on our business; ~~cost savings, synergies, growth opportunities and other financial and operating benefits of our casino and other acquisitions;~~ our strategies, objectives, business opportunities and plans for future expansion, developments or acquisitions; anticipated future growth and trends in our business or key markets; projections of future financial condition, operating results, income, capital expenditures, costs or other financial items; anticipated regulatory and legislative changes; and other characterizations of future events or circumstances as well as other statements that are not statements of historical fact. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause our actual results to differ materially include: the uncertainty of the extent, duration and effects of the COVID-19 pandemic and the response of governments, including government-mandated closures or travel restrictions; our ability to realize the anticipated cost savings, synergies and other benefits of our casino and other acquisitions, including the casinos we recently acquired in Las Vegas and Laughlin, Nevada, and integration risks relating to such transactions;governments; changes in national, regional and local economic and market conditions; legislative and regulatory matters (including the cost of compliance or failure to comply with applicable laws and regulations); increases in gaming taxes and fees in the jurisdictions in which we operate; our ability to realize the anticipated cost savings, synergies and other benefits of our casino and other acquisitions; litigation; increased competition; our ability to renew our distributed gaming contracts; reliance on key personnel (including our Chief Executive Officer, President and Chief Financial Officer, and Chief Operating Officer); the level of our indebtedness and our ability to comply with covenants in our debt instruments; terrorist incidents; natural disasters; severe weather conditions (including weather or road conditions that limit access to our properties); the effects of environmental and structural building conditions; the effects of disruptions to our information technology and other systems and infrastructure; factors affecting the gaming, entertainment and hospitality industries generally; and other factors identified under the heading “Risk Factors” in our Annual Report and in Part II, Item 1A of this report, or appearing elsewhere in this report and in our other filings with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the filing date of this report. We undertake no obligation to revise or update any forward-looking statements for any reason.

Overview

We own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on resort casino operations and distributed gaming (including gaming in our branded taverns).

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

Impact of COVID-19

~~In December 2019, an outbreak~~

locations were suspended. Our

Distributed Gaming operations in Montana and Nevada resumed on May 4, 2020 and June 4, 2020, respectively, and our Casino operations in Nevada and Maryland resumed on June 4, 2020 and June 19, 2020, respectively. However, as a result of the impact of the ~~COVID-19~~ pandemic, the operations of the Colorado Belle ~~Hotel & Casino Resort (“Colorado Belle”)~~ ~~remained suspended as of June 30, 2020.~~remain suspended. While all of our properties, except for the Colorado Belle, ~~had been~~ re-opened asduring the second quarter of ~~June 30,~~ 2020, our implementation of protocols intended to protect team members, gaming patrons and guests from potential COVID-19 exposure continues to limit our operations. These measures include enhanced sanitization, public gathering limitations ~~of less than 50% of~~on casino, tavern and ~~tavern~~venue capacity, patron social distancing requirements, restrictions on permitted hours of operations, limitations on casino operations, which include disabling electronic gaming machines, and face mask and temperature check requirements for patrons. Certain amenities at our casinos may remain closed or operate in a limited capacity, including restaurants, bars, and other food and beverage outlets, as well as table games, showrooms, meeting rooms, spas and pools. These measures limit the number of patrons that are able to attend these venues. ~~Subsequent to fiscal quarter end, effective~~We cannot predict when these restrictions on our operations will be eliminated.

On July 10, 2020, the Governor of ~~the State of~~ Nevada issued ~~a new~~an emergency executive order mandating the closure of bar tops and bar areas in restaurants, bars, pubs, taverns, breweries, distilleries, wineries and ~~wineries~~related facilities that are licensed to serve food in seven counties, including Clark County (the location of most of our branded taverns) ~~(see “Note 13 — Subsequent Events”~~. In response to the Governor’s executive order, we immediately closed most of our tavern locations. We implemented modifications of the gaming areas in ~~Part I, Item 1: Financial Statements.) We cannot predict when~~our taverns which allowed us to re-open our tavern locations beginning in late July 2020 and all of our tavern locations had re-opened by the end of September 2020.

On November 24, 2020, the Governor of Nevada issued an emergency executive order limiting occupancy in gaming areas and non-gaming businesses, including, but not limited to, retail stores, restaurants and bars, non-retail venues, pools and aquatic facilities, and other establishments in Nevada to 25% of the listed fire code capacity. On February 15, 2021 these restrictions were relaxed to allow the occupancy rate at gaming floors and food and beverage establishments, including restaurants, bars, pubs, wineries, distilleries and breweries, to increase to 35%, while the occupancy at retail stores, pools and aquatic facilities increased to 50% of the listed fire code capacity. On March 15, 2021 the Governor of Nevada further eased the occupancy limitations on the gaming properties by allowing the occupancy rate to go up to 50% of the listed fire code capacity. On May 1, 2021, the occupancy limitations for establishments located in Clark County were further eased by increasing to 80%, subject to state law considerations. It is uncertain when the COVID-19 mitigation measures in place as of the filing of this Quarterly Report on Form 10-Q will be further eased or eliminated.

With respect to our operations ~~will be changed or eliminated.~~

in Montana, on November 20, 2020, the Governor of Montana issued an emergency executive order limiting operating capacity in all restaurants and bars to 50%. In addition, the order required all such businesses to close between the hours of 10 pm and 4 am. In January 2021, the Governor of Montana rescinded the requirement for limited operating capacity, although certain restrictions at various counties remained in place as of March 31, 2021.

Our Maryland operations have been subject to a reduced operating capacity requirement of 50% since re-opening on June 19, 2020. On November 17, 2020, the Governor of Maryland issued an emergency executive order further restricting food service establishments by requiring them to close from 10 pm to 6 am. During these closure hours, such establishments are allowed to take carry out and delivery orders off premises but such venues, including casinos, are not permitted to serve any beverages. On March 12, 2021, the Governor of Maryland rescinded all emergency executive orders related to COVID-19 limitations.

The disruptions arising from the COVID-19 pandemic ~~had a significant adverse~~continue to have an impact on our financial condition, and results of operations for the three and six months ended June 30, 2020. The duration and intensity of this global health emergency and related disruptions is uncertain. The impact of COVID-19 on our consolidated results of operations, cash flows and financial condition in 2020 will be material, but cannot be reasonably estimated at this time, as it is unknown when the ~~COVID-19~~ pandemic will end, when or how quickly the current travel restrictions, occupancy and other limitations will be ~~modified~~further eased or cease to be necessary, and how these uncertainties will impact our business and the willingness of customers to spend on travel and entertainment.

~~The impact of~~ In 2020, in response to the COVID-19 pandemic, on our operations qualified as a triggering event necessitating an evaluation of long-lived assets, goodwill, and indefinite-lived intangible assets for indicators of impairment as discussed in “Note 3 — Property and Equipment, Net” and “Note 4 — Goodwill and Intangible Assets, Net” ~~in Part I, Item 1: Financial Statements.~~

~~On March 16, 2020,~~ we fully drew the available capacity of $200 million under our revolving credit facility (the “Revolving Credit Facility”) as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. During the second quarter of 2020, ~~we repaid $190 million of our borrowings under the Revolving Credit Facility, and as of June 30, 2020, $190 million remained available to us for reborrowing. In addition, we have~~ implemented various mitigating actions to preserve liquidity, including delaying ~~all~~ material capital expenditures, reducing ~~cash~~ operating expenses and implementing a ~~non-essential~~ cost reduction ~~program.~~ program with respect to discretionary expenditures. Such measures remained in effect during the three months ended March 31, 2021 and as of March 31, 2021, our $200 million revolving credit facility (the “Revolving Credit Facility”) was undrawn and available for borrowing. To further enhance our liquidity position or to finance any future acquisition or other business investment initiatives, we may obtain additional financing, which could consist of debt, convertible debt or equity financing from public or private credit and capital markets.

Casinos

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

The following table sets forth certain information regarding our properties as of ~~June 30, 2020:~~

Location

Slot
Machines

Table
Games

Hotel
Rooms

Race and
Sport Book

Bingo (seats)

Nevada Casinos

The STRAT Hotel, Casino & SkyPod
(“The Strat”)

Las Vegas, NV

750

44

2,429

1

—

Arizona Charlie’s Boulder

Las Vegas, NV

815

—

303

1

approx. 400

Arizona Charlie’s Decatur

Las Vegas, NV

968

10

259

1

approx. 400

Aquarius Casino Resort (“Aquarius”)

Laughlin, NV

1,142

33

1,906

1

—

Colorado Belle Hotel & Casino Resort
(“Colorado Belle”) ⁽¹⁾

Laughlin, NV

—

—

—

—

—

Edgewater Hotel & Casino Resort
(“Edgewater”)

Laughlin, NV

680

20

1,052

1

—

Gold Town Casino

Pahrump, NV

211

—

—

—

—

Lakeside Casino & RV Park

Pahrump, NV

164

—

—

—

approx. 100

Pahrump Nugget Hotel Casino
(“Pahrump Nugget”)

Pahrump, NV

323

9

69

1

approx. 200

Maryland Casino

Rocky Gap Casino Resort (“Rocky Gap”)

Flintstone, MD

655

16

198

—

—

Totals

5,708

132

6,216

6

~~(1)~~

We have implemented various mitigating actions to preserve liquidity in light of the COVID-19 pandemic. As a result, the operations of the Colorado Belle remained suspended as of June 30, 2020. Refer to “Note 4 — Goodwill and Intangible Assets, Net” included in Part I, Item 1: Financial Statements for financial statement impact associated with this matter.

•

~~The Strat~~: The Strat is our premier casino property, located on Las Vegas Blvd on the north end of the Las Vegas Strip. The Strat comprises the iconic SkyPod, a casino, a hotel and a retail center. In addition to hotel rooms and gaming in an 80,000 square foot casino, The Strat offers nine restaurants, two rooftop pools, a fitness center, retail shops and entertainment facilities.*

•

~~Arizona Charlie’s casinos~~: Our Arizona Charlie’s Decatur and Arizona Charlie’s Boulder casino properties primarily serve local Las Vegas patrons, and provide an alternative experience to the Las Vegas Strip. In addition to hotel rooms, gaming and bingo facilities, Arizona Charlie’s Boulder casino offers four restaurants and an RV park with approximately 220 RV hook-up sites and Arizona Charlie’s Decatur casino offers five restaurants.*

•

~~Laughlin casinos~~: We own and operate three casinos in Laughlin, Nevada, which is located approximately 90 miles from Las Vegas on the western riverbank of the Colorado River. In addition to hotel rooms and gaming, the Aquarius has eight restaurants, the Colorado Belle offered three restaurants, and the Edgewater offers six restaurants and dedicated entertainment venues, including the Laughlin Event Center. As noted above, as a result of the impact of the COVID-19 pandemic, the operations of the Colorado Belle remained suspended as of June 30, 2020.*

•

~~Pahrump casinos~~: We own and operate three casinos in Pahrump, Nevada, which is located approximately 60 miles from Las Vegas and is a gateway to Death Valley National Park. In addition to hotel rooms, gaming and bingo facilities at our Pahrump casino properties, Pahrump Nugget offers a bowling center and our Lakeside Casino & RV Park offers 160 RV hook-up sites.*

•

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

~~As a result of the COVID-19 pandemic, we have reduced capacity or temporarily closed certain of our amenities at our resort casino properties.~~

March 31, 2021:


	Location	Slot Machines	Table Games	Hotel Rooms
Nevada Casinos
The STRAT Hotel, Casino & SkyPod (“The STRAT”)	Las Vegas, NV	658	45	2,429
Arizona Charlie’s Boulder	Las Vegas, NV	635	—	303
Arizona Charlie’s Decatur	Las Vegas, NV	742	10	259
Aquarius Casino Resort (“Aquarius”)	Laughlin, NV	1,082	29	1,906
Colorado Belle Hotel & Casino Resort (“Colorado Belle”) (1)	Laughlin, NV	—	—	—
Edgewater Hotel & Casino Resort (“Edgewater”)	Laughlin, NV	632	20	1,052
Gold Town Casino	Pahrump, NV	185	—	—
Lakeside Casino & RV Park	Pahrump, NV	154	—	—
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)	Pahrump, NV	327	9	69
Maryland Casino
Rocky Gap Casino Resort (“Rocky Gap”)	Flintstone, MD	665	16	198
Totals		5,080	129	6,216

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

The STRAT: The STRAT is our premier casino property, located on Las Vegas Blvd on the north end of the Las Vegas Strip. The STRAT comprises the iconic SkyPod, a casino, a hotel and a retail center. In addition to hotel rooms, gaming, sport book and bingo facilities in an 80,000 square foot casino, The STRAT offers nine restaurants, two rooftop pools, a fitness center, retail shops, and entertainment facilities.*

Arizona Charlie’s casinos: Our Arizona Charlie’s Decatur and Arizona Charlie’s Boulder casino properties primarily serve local Las Vegas patrons, and provide an alternative experience to the Las Vegas Strip. In addition to hotel rooms, gaming, sports book and bingo facilities, Arizona Charlie’s Boulder casino offers four restaurants and an RV park with approximately 220 RV hook-up sites and Arizona Charlie’s Decatur casino offers five restaurants.*

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

Pahrump casinos: We own and operate three casinos in Pahrump, Nevada, which is located approximately 60 miles from Las Vegas and is a gateway to Death Valley National Park. In addition to hotel rooms, gaming, sport book and bingo facilities at our Pahrump casino properties, Pahrump Nugget offers a bowling center and our Lakeside Casino & RV Park offers approximately 160 RV hook-up sites.*

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

* As a result of the COVID-19 pandemic, we have reduced capacity or temporarily closed certain of our amenities at our resort casino properties.

Distributed Gaming

Our Distributed Gaming segment involves the installation, maintenance and operation of slots and amusement devices in non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores in Nevada and Montana. We place our slots and amusement devices in locations where we believe they will receive maximum customer traffic, generally near a store’s entrance. In addition, we own and operate branded taverns with slots, which target local patrons, primarily in the greater Las Vegas, Nevada metropolitan area. As of ~~June 30, 2020,~~March 31, 2021, our distributed gaming operations comprised ~~approximately 11,000~~over 11,300 slots in over 1,000 locations.

Our branded taverns offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages, and typically include 15 onsite slots. As of ~~June 30, 2020,~~March 31, 2021, we owned and operated 66 branded taverns, which offered ~~a total of~~ over 1,000 onsite slots. Most of our taverns are located in the greater Las Vegas, Nevada metropolitan area and cater to local patrons seeking more convenient entertainment establishments than traditional casino properties. Our tavern brands include PT’s Pub, Sierra Junction, PT’s Place, PT's Gold, PT’s ~~Pub,~~Ranch, Sean Patrick’s, Sierra Gold ~~Sean Patrick’s, PT’s Place, PT’s Ranch, Sierra Junction~~ and SG Bar.

On July 10, 2020, the Governor of the State of Nevada issued a new emergency executive order mandating the closure of bars, pubs, taverns, breweries, distilleries, and wineries in seven counties, including Clark County. As a result of the Governor’s executive order, we have closed most of our tavern locations. As of the date hereof, we are not able to estimate when we will be able to re-open these tavern locations and we are evaluating ~~mitigating actions that would allow us to resume our tavern operations in these locations.~~

Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~

2020.


	Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(In thousands)	2020			2019			2020			2019			(In thousands)	2021		2020
Revenues by segment													Revenues by segment
Casinos	$	39,432		$	158,716		$	167,402		$	310,090		Casinos	$	129,450	$	127,970
Distributed Gaming		36,339			89,153			115,323			177,510		Distributed Gaming	109,909		78,984
Corporate and other		203			201			406			362		Corporate and other	337		203
Total revenues		75,974			248,070			283,131			487,962		Total revenues	239,696		207,157
Operating expenses by segment													Operating expenses by segment
Casinos		19,774			77,236			86,624			150,779		Casinos	51,174		66,850
Distributed Gaming		30,970			67,936			95,879			135,593		Distributed Gaming	80,768		64,909
Corporate and other		216			219			538			416		Corporate and other	277		322
Total operating expenses		50,960			145,391			183,041			286,788		Total operating expenses	132,219		132,081
Selling, general and administrative		32,548			56,235			80,158			113,182		Selling, general and administrative	53,591		47,610
Depreciation and amortization		31,930			29,976			63,086			57,241		Depreciation and amortization	27,186		31,156
Impairment of goodwill and intangible assets		21,411			—			27,872			—
Acquisition and severance expenses		367			1,123			3,343			2,667
Loss on disposal of assets		702			585			1,291			832		Loss on disposal of assets	209		589
Preopening expenses		9			738			114			1,516		Preopening expenses	120		105
Impairment of goodwill and intangible assets													Impairment of goodwill and intangible assets	—		6,461
Severance expenses													Severance expenses	—		2,976
Total expenses		137,927			234,048			358,905			462,226		Total expenses	213,325		220,978

Operating (loss) income		(61,953	)		14,022			(75,774	)		25,736
Operating income (loss)													Operating income (loss)	26,371		(13,821)
Non-operating expense, net		(16,407	)		(29,774	)		(35,154	)		(50,157	)	Non-operating expense, net	(16,048)		(18,747)
Income tax (provision) benefit		(206	)		1,344			(258	)		1,995
Net loss	$	(78,566	)	$	(14,408	)	$	(111,186	)	$	(22,426	)
Income tax benefit (provision)													Income tax benefit (provision)	297		(52)
Net income (loss)													Net income (loss)	$	10,620	$	(32,620)

Three ~~and Six~~ Months Ended ~~June 30, 2020~~March 31, 2021 Compared to Three ~~and Six~~ Months Ended ~~June 30, 2019~~

March 31, 2020

Revenues

The ~~$172.1~~$32.5 million, or ~~69%~~16%, ~~decrease~~increase in revenues for the three months ended ~~June 30, 2020~~March 31, 2021 compared to the prior year ~~period~~ resulted from an increase in gaming revenues in the amount of $49.8 million offset by the decreases of ~~$89.6~~$7.8 million, ~~$41.9 million, $29.5~~$7.2 million and ~~$11.1~~$2.3 million in ~~gaming,~~ food and beverage, room, and other revenues, ~~respectively, primarily~~respectively. The increase in gaming revenues for the three months ended March 31, 2021 was due to full quarter of operations during the ~~impact of~~three months ended March 31, 2021 coupled with the ~~temporary closures of all of our properties and suspension of our Distributed Gaming operations as a result~~easing of the COVID-19 ~~pandemic.~~

mitigation measures discussed in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of COVID-1 9, whereas in the prior year period our properties became subject to mandatory property closure requirements commencing in March 2020. The decrease in food and beverage, room, and other revenues was primarily attributable to limitations on our operations arising from our implementation of health and safety protocols intended to protect gaming patrons, guests and team members from potential COVID-19 exposure during the current year period.

The ~~$119.3~~$1.5 million, ~~or 75%~~or 1%, ~~decrease~~increase in revenues related to our Casinos segment for the three months ended March 31, 2021 compared to the prior year resulted from an increase in gaming revenues in the amount of $19.5 million offset by decreases of $7.9 million, $7.2 million and $2.9 million in food and beverage, room, and other revenues, respectively. The increase in gaming revenues within our Casinos segment for the three months ended ~~June 30, 2020 compared~~March 31, 2021 was due to full quarter of operations during the three months ended March 31, 2021 coupled with the easing of the COVID-19 mitigation measures, whereas in the prior year period ~~resulted primarily from decreases of $47.0 million, $33.0 million, $29.6 million, and $9.7 million~~our casino resort properties became subject to mandatory property closure requirements commencing in ~~gaming,~~March 2020. The decrease in food and beverage, room and other revenues ~~respectively,~~was primarily ~~due~~attributable to limitations on our operations arising from our implementation of protocols intended to protect gaming patrons, guests and team members from potential COVID-19 exposure during the ~~temporary closures of our casino properties as a result of the COVID-19 pandemic.~~current year period.

The ~~$52.8~~$30.9 million, or ~~59%~~39%, ~~decrease~~increase in revenues related to our Distributed Gaming segment for the three months ended ~~June 30, 2020~~March 31, 2021 compared to the prior year ~~period~~ resulted primarily from ~~decreases~~an increase of ~~$42.5~~$30.3 million, ~~$8.9~~$0.1 million and ~~$1.4 millionin gaming, food and beverage and other revenues, respectively, primarily due to the temporary suspension of our Distributed Gaming operations as a result of the COVID-19 pandemic.~~

The $204.8 million, or 42%, decrease in revenues for the six months ended June 30, 2020 compared to the prior year period resulted from decreases of $106.1 million, $50.2 million, $35.2 million and $13.3 million in gaming, food and beverage, room and other revenues, respectively, primarily due to the impact of the temporary closures of all of our properties and suspension of our Distributed Gaming operations as a result of the COVID-19 pandemic.

~~The $142.7 million, or 46%, decrease~~in revenues related to our Casinos segment for the six months ended June 30, 2020 compared to the prior year period resulted primarily from decreases of $56.0 million, $39.7 million, $35.2 million, and $11.8 million in gaming, food and beverage, room and other revenues, respectively, primarily due to the temporary closures of our casino properties as a result of the COVID-19 pandemic.

~~The $62.2 million, or 35%, decrease~~in revenues related to our Distributed Gaming segment for the six months ended June 30, 2020 compared to the prior year period resulted primarily from decreases of $50.1 million, $10.5 million, and $1.6$0.5 million in gaming, food and beverage, and other revenues, respectively, ~~due primarily~~and was driven by full quarter of operations during the three months ended March 31, 2021 coupled with the easing of COVID-19 mitigation measures whereas in the prior year period our tavern locations became subject to ~~the temporary suspension of~~mandatory property closure requirements and our Distributed Gaming operations were partially suspended commencing in March 2020.

During the three months ended March 31, 2021, Adjusted EBITDA in our Casinos segment as a ~~result~~percentage of ~~the COVID-19 pandemic.~~

segment revenues (or Adjusted EBITDA margin) was 39%, compared to Adjusted EBITDA margin in our Distributed Gaming segment of 19%. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2020, Adjusted EBITDA in our Casinos segment as a percentage of segment revenues (or Adjusted EBITDA margin) was ~~5% and 20%~~25%, ~~respectively,~~ compared to Adjusted EBITDA margin in our Distributed Gaming segment of 3% and 7%, respectively. During the three and six months ended June 30, 2019, Adjusted EBITDA margin in our Casinos segment was 30% and 31%, respectively, compared to Adjusted EBITDA margin in our Distributed Gaming segment of 15% in each period.9%. The lower Adjusted EBITDA margin in our Distributed Gaming segment relative to our Casinos segment reflects the fixed and variable amounts paid to third parties under our space ~~and revenue share~~lease agreements as expenses in the Distributed Gaming segment (which includes the percentage of gaming revenues paid to third parties under space lease agreements with revenue share ~~agreements.~~provisions). Refer to ~~“Note 11~~“Note 1 0 — Segment Information” in Part I, Item 1: Financial Statements for additional information regarding segment Adjusted EBITDA and a reconciliation of segment Adjusted EBITDA to segment net ~~loss.~~

income (loss).

Operating Expenses

The ~~$94.4~~$0.1 million, or ~~65%~~0.1%, ~~decrease~~increase in operating expenses for the three months ended ~~June 30, 2020~~March 31, 2021 compared to the prior year resulted ~~primarily~~ from ~~$48.8~~an increase in gaming expenses in the amount of $18.3 million ~~$30.4 million,~~offset by decreases of $11.4 million, ~~and $3.8~~$4.4 million, ~~decreases~~$2.4 million in ~~gaming,~~ food and beverage, room, and other operating expenses, respectively. ~~These operating~~The increase in gaming expense ~~decreases primarily reflect~~for the ~~temporary closures of our casino properties, branded taverns and distributed gaming routes as a result of the COVID-19 pandemic.~~

~~The $103.8 million, or 36%, decrease in operating expenses for the six~~three months ended ~~June 30, 2020 compared~~March 31, 2021 was driven by an increase in gaming revenues due to full quarter of operations during the three months ended March 31, 2021 coupled with the easing of COVID-19 mitigation measures, whereas in the prior year ~~resulted primarily from $53.0 million, $33.8 million, $11.9 million and $5.1 million~~period our properties became subject to mandatory property closure requirements commencing in March 2020. The decreases in ~~gaming,~~ food and beverage, room, and other operating expenses ~~respectively. These~~were attributable to lower food and beverage, room, and other revenues during the three months ended March 31, 2021 due to the limitations on our operations arising from our implementation of health and safety protocols during the current year period as well as various mitigating actions we have taken to preserve liquidity, which included reduction of operating ~~expense decreases primarily reflect the temporary closures~~expenses and administration of ~~our casino properties, branded taverns and distributed gaming routes as~~ a ~~result of the COVID-19 pandemic.~~

cost reduction program with respect to discretionary expenditures.

Selling, General and Administrative Expenses

The ~~$23.7~~$6.0 million, or ~~42.1%~~13%, ~~decrease~~increase in selling, general and administrative (“SG&A”) expenses for the three months ended ~~June 30, 2020~~March 31, 2021 compared to the prior year was primarily attributable to the full quarter of operations during the three months ended March 31, 2021, whereas in the prior year period ~~was~~ ~~primarily due~~our properties became subject to ~~the temporary closures of our casino properties, branded taverns and distributed gaming routes as a result of the COVID-19 pandemic,~~mandatory property closure requirements commencing in March 2020, which resulted in a ~~decrease in~~lower payroll and other ~~expenses.~~expenses for the three months ended SGMarch 31, 2020. SG&A expenses are comprised of marketing and advertising, utilities, building rent, maintenance contracts,

corporate office overhead, information technology, legal, accounting, third-party service providers, executive compensation, share-based compensation, ~~and~~ payroll expenses and payroll taxes.

~~The $33.2 million, or 29.2%, decrease in SG&A~~

Severance Expenses

Severance expenses for the ~~six~~three months ended ~~June 30,~~March 31, 2020 ~~compared to the prior year period was~~ ~~primarily due to the temporary closures of our casino properties, branded taverns and distributed gaming routes~~were incurred as a result of ~~the COVID-19 pandemic, which resulted in a decrease in payroll and other expenses.~~

~~Acquisition and Severance Expenses~~

Acquisition expenses were incurred primarily for the three and six months ended June 30, 2019 and related to consulting services for our acquisition of Edgewater Gaming, LLC and Colorado Belle Gaming, LLC from Marnell Gaming, LLC, which closed on January 14, 2019 (the “Laughlin Acquisition”). Severance expenses were primarily incurred for the three and six months ended June 30, 2020 and related to the mitigating actions we took to preserve liquidity ~~in light~~as a result of ~~COVID-19.~~

the COVID-19 pandemic.

Preopening Expenses

Preopening expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs ~~incurred. Non-capital costs associated~~incurred in connection with the opening of tavern and casino ~~locations are also expensed as preopening expenses as incurred.~~

locations.

Preopening expenses ~~related primarily to corporate costs incurred~~ for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019.~~

primarily related to our planned expansion into new markets for our Distributed Gaming segment.

Depreciation and Amortization

Depreciation and amortization expenses for the three months ended ~~June 30, 2020 increased~~March 31, 2021 decreased by ~~$2.0~~$4.0 million, or ~~6.5%,compared to the prior year period, primarily due to the depreciation of the assets related to the remodel of The Strat and the amortization of the intangibles related to the Laughlin Acquisition.~~

~~Depreciation and amortization expenses for the six months ended June 30, 2020 increased $5.8 million, or 10.2%~~13%, compared to the prior year period, primarily due to assets acquired in connection with the ~~depreciation of~~American Casino and Entertainment Properties LLC acquisition being fully depreciated and no material capital expenditures added during the ~~assets related to the remodel of The Strat and the amortization of the intangibles related to the Laughlin Acquisition.~~

three months ended March 31, 2021.

Non-Operating Expense, Net

Non-operating expense, net decreased ~~$13.4~~by $2.7 million or ~~44.9%~~14%, for the three months ended ~~June 30, 2020~~March 31, 2021 compared to the prior year period, primarily due toto a ~~$1.5 million decrease in loss on change in fair value of derivative, a $9.2 million decrease in loss of extinguishment of debt, and a $2.7 million~~ decrease in interest ~~expense compared to prior year.~~

Non-operating expense, net decreased $15.0 million, or 29.9%, for the six months ended June 30, 2020 compared to the prior year period, primarily due to a $3.7 million decrease in loss on change in fair value of derivative, a $9.2 million decrease in loss of extinguishment of debt, and a $2.1 million decrease in interest expense compared to prior year.

expense.

Income Taxes

Our effective income tax rate was ~~0.3% and 0.2% for the three and six months ended June 30, 2020, respectively, and (8.5)~~(2.9)% and ~~(8.2)~~(0.2)% for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2021 and 2020, respectively. ~~The~~For each three month period, the effective income tax rate differed from the federal tax rate of 21% due primarily to the change in valuation allowance against our deferred tax ~~assets both for three and six months ended June 30, 2020 and 2019.~~

assets.

Non-GAAP Measures

To supplement our consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”), we use Adjusted EBITDA, a measure we believe is appropriate to provide meaningful comparison with, and to enhance an overall understanding of, our past financial performance and prospects for the future. We believe Adjusted EBITDA provides useful information to both management and investors by excluding specific expenses and gains that we believe are not indicative of our core operating results. Further, Adjusted EBITDA is a measure of operating performance used by management, as well as industry analysts, to evaluate operations and operating performance and is widely used in the gaming industry. The presentation of this additional information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. In addition, other companies in our industry may calculate Adjusted EBITDA differently than we do. A reconciliation of net loss to Adjusted EBITDA is provided in the table below.

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

derivative, and other non-cash charges.

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


	Three Months Ended March 31
(In thousands)	2021		2020
Net income (loss)	$	10,620	$	(32,620)
Depreciation and amortization	27,186		31,156
Change in non-cash lease expense	439		161
Impairment of goodwill and intangible assets	—		6,461
Shared-based compensation	3,005		2,246
Loss on disposal of assets	209		589
Preopening and related expenses (1)	120		330
Severance expenses	—		2,976
Other, net	2,168		357
Interest expense, net	16,048		18,746
Change in fair value of derivative	—		1
Income tax (benefit) provision	(297)		52
Adjusted EBITDA	$	59,498	$	30,455

(1)

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

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

2020

2019

2020

2019

Net loss

$
(78,566
)

$
(14,408
)

$
(111,186
)

$
(22,426
)
Depreciation and amortization

31,930

29,976

63,086

57,241

Impairment of goodwill and intangible assets

21,411

—

27,872

—

Acquisition and severance expenses

367

1,123

3,343

2,667

Preopening and related expenses ⁽¹⁾

9

1,497

339

3,729

Asset disposal and other writedowns

702

585

1,291

1,222

Share-based compensation

1,756

2,134

4,002

6,318

Other, net

117

487

474

1,351

Interest expense, net

16,407

19,135

35,153

37,270

Loss on extinguishment and modification of debt

—

9,150

—

9,150

Change in fair value of derivative

—

1,489

1

3,737

Income tax provision (benefit)

206

(1,344
)

258

(1,995
)
Adjusted EBITDA

$
(5,661
)

$
49,824

$
24,633

$
98,264

~~(1)~~

Liquidity and Capital Resources

As of ~~June 30, 2020,~~March 31, 2021, we had ~~$86.2~~$145.4 million in cash and cash equivalents. We currently believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our Revolving Credit Facility will be sufficient to meet our capital requirements during the next 12 months. As of ~~June 30, 2020,~~March 31, 2021, we had borrowing availability of ~~$190~~$200 million under our Revolving Credit Facility.

Our operating results and performance depend significantly on national, regional and local economic conditions and their effect on consumer spending. Declines in consumer spending would cause revenues generated in both our Casinos and Distributed Gaming segments to be adversely affected.

To further enhance our liquidity position or to finance any future acquisition or other business investment initiatives, we may obtain additional financing, which could consist of debt, convertible debt or equity financing from public and/or private credit and capital markets.

Cash Flows

Net ~~cash used in operating activities was $10.5 million for the six months ended June 30, 2020, compared to net~~ cash provided by operating activities ~~of $61.4~~was $52.2 million for the three months ended March 31, 2021, compared to $11.2 million for the prior year period. The ~~decrease~~increase was primarily due to a full quarter of operations during the ~~impact~~three months ended March 31, 2021 coupled with the easing of ~~the~~ COVID-19 ~~pandemic on our operations (as described above)~~mitigation measures discussed in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of COVID-19 and the timing of working capital spending.

Net cash used in investing activities was ~~$21.9~~$4.7 million for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, compared to ~~$202.4~~$18.2 million for the prior year period. The decrease in net cash used in investing activities ~~reflects the closing~~reflects management’s continuing focus on preservation of ~~the Laughlin Acquisition~~liquidity and ~~capital expenditures made in 2019, and the~~ deferral of ~~all~~ material capital expenditures in light of the ongoing COVID-19 ~~pandemic~~pandemic.

Net cash used in ~~2020.~~

financing activities was $5.7 million for the three months ended March 31, 2021, primarily due to repayments of our obligations under notes payable and finance leases and tax withholding on option exercises and the vesting of RSUs. Net cash provided by financing activities was ~~$6.8~~$197.1 million for the ~~six~~three months ended ~~June 30,~~March 31, 2020, primarily due to ~~the borrowing of $200 million~~borrowings under our Revolving Credit Facility as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of ~~uncertainty in the global markets resulting from~~ the COVID-19 ~~pandemic, offset by the repayment of~~ ~~$190 million under our Revolving Credit Facility during the second quarter of 2020.~~ Net cash provided by financing activities was $141.6 million for the six months ended June 30, 2019, primarily due to issuance of the 7.625% Senior Notes due 2026 in April 2019, partially offset by the repayment in full of our $200 million senior secured second lien term loan facility.

pandemic.

Long-Term Debt

Refer to ~~“Note 6~~“Note 5 — Long-Term Debt” in Part I, Item 1: Financial Statements and to “Liquidity and Capital Resources” in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Reportfor discussion of our debt instruments.

Other Items Affecting Liquidity

The outcome of the following specific matters, including our commitments and contingencies, may also affect our liquidity.

Commitments, Capital Spending and Development

We normally perform on-going refurbishment and maintenance at our facilities, of which certain maintenance costs are capitalized if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We normally fund such capital expenditures through our Revolving Credit Facility and operating cash flows. ~~However, due to the impact of COVID-19 pandemic on our operations, all material capital expenditures have been deferred.~~

Refer to “Note 10 9 — Commitments and Contingencies”in Part I, Item 1: Financial Statements for additional information regarding commitments and contingencies that may also affect our liquidity.

Share Repurchase Program

On March 12, 2019, our Board of Directors authorized the repurchase of up to ~~$25.0~~$25 million additional shares of common ~~stock, subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors.~~stock. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with our finance agreements. There is no minimum number of shares that we are required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. ~~During~~There were no repurchase transactions under the March 12, 2019 authorization during the three ~~and six~~ months ended ~~June 30, 2020, no shares of our common stock were repurchased under our share repurchase programs.~~

March 31, 2021.

Other Opportunities

We may investigate and pursue expansion opportunities in our existing or new markets from time to time. Such expansions will be influenced and determined by a number of factors, which may include licensing availability and approval, suitable investment opportunities and availability of acceptable financing. Investigation and pursuit of such opportunities may require us to make substantial investments or incur substantial costs, which we may fund through cash flows from operations or borrowing availability under our Revolving Credit Facility. To the extent such sources of funds are not sufficient, we may also seek to raise such additional funds through public or private equity or debt financings or from other sources. No assurance can be given that additional financing will be available or that, if available, such financing will be obtainable on terms favorable to us. Moreover, we can provide no assurances that the investigation or pursuit of an opportunity will result in a completed transaction.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to the application of the acquisition method of accounting, long-lived assets, goodwill and indefinite-lived intangible assets, revenue recognition, income taxes and share-based compensation expenses. We base our estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates.

A description of our critical accounting estimates can be found under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report. For a more extensive discussion of our accounting policies, refer to “Note 2 — Summary of Significant Accounting Policies” in Part II, Item 8: Financial Statements and Supplemental Data in our Annual ~~Report.~~Report. There were no material changes to our critical accounting policies and estimates during the three ~~and six~~ months ended ~~June 30, 2020.~~

March 31, 2021.

Commitments and Contractual Obligations

For the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021, there were no material changes in our commitments under contractual obligations as compared to those disclosed in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Other Items Affecting Liquidity – Contractual Obligations in our Annual ~~Report.~~

Report.

Seasonality

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

Recently Issued Accounting Pronouncements

See ~~“Note~~“Note 1 — Nature of Business and Basis of Presentation” in Part I, Item 1: Financial Statements for information regarding recently issued accounting pronouncements.

Regulation and Taxes

The casino and distributed gaming industries are subject to extensive regulation by state gaming authorities. Changes in applicable laws or regulations could have a material adverse effect on us.

The gaming industry represents a significant source of tax revenues to regulators. From time to time, various federal and state legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. It is not possible to determine the likelihood of possible changes in tax law or in the administration of such law. Such changes, if adopted, could have a material adverse effect on our future financial position, results of operations, cash flows and prospects.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt. As of ~~June 30, 2020,~~March 31, 2021, our variable rate long-term debt primarily comprised our indebtedness under the Credit Facility (defined in ~~“Note 6~~“Note 5 — Long-Term Debt” in Part I, Item 1: Financial Statements).

As of ~~June 30, 2020,~~March 31, 2021, we had $772 million in principal amount of outstanding borrowings under the Term Loan (defined in ~~“Note 6~~“Note 5 — Long-Term Debt” in Part I, Item 1: Financial Statements) and ~~$10 million in principal amount of~~no outstanding borrowings under ~~our~~the Revolving Credit Facility. Our primary interest rate under the Credit Facility is the Eurodollar rate plus an applicable margin. The weighted-average effective interest rate on our outstanding borrowings under the Credit Facility was approximately ~~3.77% and 4.17%~~3.75% for the three ~~and six~~ months ended ~~June 30, 2020, respectively.~~March 31, 2021. Assuming the outstanding balance under our Credit Facility remained constant over a year, a 50 basis point increase in the applicable interest rate would increase interest incurred, prior to effects of capitalized interest, by $3.9 million over a twelve-month period.

As of ~~June 30, 2020,~~March 31, 2021, our investment portfolio included ~~$86.2~~$145.4 million in cash and cash equivalents and we did not hold any short-term investments.

We continue to evaluate the potential impact of the eventual replacement of the LIBOR benchmark interest rate, which is set to transition out at the end of 2021. Although we are not able to predict what will become a widely accepted benchmark in place of LIBOR, or the exact impact such a transition may have, our current expectation is that this transition will not have a material impact on our business, financial condition or results of operations.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to provide reasonable assurance of achieving the objective that information in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified and pursuant to the requirements of the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of ~~June 30, 2020,~~March 31, 2021, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~June 30, 2020.~~

March 31, 2021.

During the quarter ended ~~June 30, 2020,~~March 31, 2021, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Part~~

PART II. ~~Other Information~~

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A discussion of our legal proceedings is contained in ~~“Note 10~~“Note 9 — Commitments and Contingencies — Legal Matters” in Part I, Item 1: Financial Statements.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual ~~Report, as updated by our Quarterly~~ Report on Form ~~10-Q for the quarter ended March 31, 2020,~~10-K, which factors could materially affect our business, financial condition, liquidity or future results. There have been no material changes to the risk factors described in the “Risk Factors” section in our Annual Report. The risks described in our Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity, results of operations, prospects or stock price.

ITEM 6. EXHIBITS

~~Exhibits~~	~~Description~~
Exhibits		Description
~~31.1~~
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Calculation Definition Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.



			GOLDEN ENTERTAINMENT, INC.
			(Registrant)

Dated: ~~August~~May 7, ~~2020~~ 2021			/s/ BLAKE L. SARTINI
			Blake L. Sartini
			Chairman of the Board and Chief Executive Officer
			(Principal Executive Officer)

			/s/ CHARLES H. PROTELL
			Charles H. Protell
			President and Chief Financial Officer
			(Principal Financial Officer)

			/s/ THOMAS E. HAAS
			Thomas E. Haas
			Senior Vice President of Accounting
			(Principal Accounting Officer)

	June 30, 2020
		Gross
	Useful Life	Carrying		Cumulative						Intangible
(In thousands)	(Years)	Value		Amortization			Impairment			Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	53,690	$	—		$	(2,600	)	$	51,090
Gaming licenses	Indefinite		960		—			—			960
Other	Indefinite		185		—			—			185
			54,835		—			(2,600	)		52,235
Amortizing intangible assets
Customer relationships	4-16		81,104		(27,076	)		—			54,028
Player relationships	2-14		42,989		(33,628	)		—			9,361
Non-compete agreements	2-5		9,840		(6,426	)		—			3,414
Gaming license ⁽¹⁾	15		2,100		(999	)		—			1,101
In-place lease value	4		1,171		(784	)		—			387
Leasehold interest	4		570		(424	)		—			146
Other	4-25		1,769		(1,181	)		—			588
			139,543		(70,518	)		—			69,025
Balance, June 30, 2020		$	194,378	$	(70,518	)	$	(2,600	)	$	121,260

	Three Months Ended June 30, 2019
(In thousands)	Casinos		Distributed Gaming		Corporate and Other			Consolidated
Revenues
Gaming	$	72,237	$	74,009	$	—		$	146,246
Food and beverage		39,049		13,055		—			52,104
Rooms		35,514		—		—			35,514
Other		11,916		2,089		201			14,206
Total revenues	$	158,716	$	89,153	$	201		$	248,070

Net income (loss)	$	22,471	$	7,347	$	(44,226	)	$	(14,408	)
Depreciation and amortization		24,052		5,569		355			29,976
Acquisition and severance expenses		101		9		1,013			1,123
Preopening and related expenses ⁽¹⁾		700		660		137			1,497
Asset disposal and other writedowns		511		74		—			585
Share-based compensation		—		—		2,134			2,134
Other, net		81		—		406			487
Interest expense, net		64		23		19,048			19,135
Loss on extinguishment and modification of debt		—		—		9,150			9,150
Change in fair value of derivative		—		—		1,489			1,489
Income tax benefit		—		—		(1,344	)		(1,344	)
Adjusted EBITDA	$	47,980	$	13,682	$	(11,838	)	$	49,824

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

Net loss	$	(48,917	)	$	(4,590	)	$	(57,679	)	$	(111,186	)
Depreciation and amortization		50,057			11,767			1,262			63,086
Impairment of goodwill and intangible assets		27,872			—			—			27,872
Acquisition and severance expenses		2,606			612			125			3,343
Preopening and related expenses ⁽¹⁾		225			(1	)		115			339
Asset disposal and other writedowns		1,310			(14	)		(5	)		1,291
Share-based compensation		—			—			4,002			4,002
Other, net		95			238			141			474
Interest expense, net		336			25			34,792			35,153
Change in fair value of derivative		—			—			1			1
Income tax provision		—			—			258			258
Adjusted EBITDA	$	33,584		$	8,037		$	(16,988	)	$	24,633

	Six Months Ended June 30, 2019
(In thousands)	Casinos		Distributed Gaming		Corporate and Other			Consolidated
Revenues
Gaming	$	143,122	$	146,916	$	—		$	290,038
Food and beverage		75,491		26,371		—			101,862
Rooms		66,801		—		—			66,801
Other		24,676		4,223		362			29,261
Total revenues	$	310,090	$	177,510	$	362		$	487,962

Net income (loss)	$	45,160	$	14,953	$	(82,539	)	$	(22,426	)
Depreciation and amortization		45,695		10,898		648			57,241
Acquisition and severance expenses		387		35		2,245			2,667
Preopening and related expenses ⁽¹⁾		2,354		1,226		149			3,729
Asset disposal and other writedowns		767		65		390			1,222
Share-based compensation		11		5		6,302			6,318
Other, net		92		—		1,259			1,351
Interest expense, net		116		39		37,115			37,270
Loss on extinguishment and modification of debt		—		—		9,150			9,150
Change in fair value of derivative		—		—		3,737			3,737
Income tax benefit		—		—		(1,995	)		(1,995	)
Adjusted EBITDA	$	94,582	$	27,221	$	(23,539	)	$	98,264

	Location	Slot Machines		Table Games		Hotel Rooms		Race and Sport Book		Bingo (seats)
Nevada Casinos
The STRAT Hotel, Casino & SkyPod (“The Strat”)	Las Vegas, NV		750		44		2,429		1		—
Arizona Charlie’s Boulder	Las Vegas, NV		815		—		303		1	approx. 400
Arizona Charlie’s Decatur	Las Vegas, NV		968		10		259		1	approx. 400
Aquarius Casino Resort (“Aquarius”)	Laughlin, NV		1,142		33		1,906		1		—
Colorado Belle Hotel & Casino Resort (“Colorado Belle”) ⁽¹⁾	Laughlin, NV		—		—		—		—		—
Edgewater Hotel & Casino Resort (“Edgewater”)	Laughlin, NV		680		20		1,052		1		—
Gold Town Casino	Pahrump, NV		211		—		—		—		—
Lakeside Casino & RV Park	Pahrump, NV		164		—		—		—	approx. 100
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)	Pahrump, NV		323		9		69		1	approx. 200
Maryland Casino
Rocky Gap Casino Resort (“Rocky Gap”)	Flintstone, MD		655		16		198		—		—
Totals			5,708		132		6,216		6