株探米国株
日本語 英語
エドガーで原本を確認する
0001071255false00010712552022-11-032022-11-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2022
________________________________________
GOLDEN ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
________________________________________
Minnesota 000-24993 41-1913991
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
6595 S Jones Boulevard
Las Vegas, Nevada
89118
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (702) 893-7777
________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value GDEN The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 2.02 Results of Operations and Financial Condition.
On November 3, 2022, Golden Entertainment, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

























SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GOLDEN ENTERTAINMENT, INC.
(Registrant)
Dated: November 3, 2022 /s/ Charles H. Protell
Name: Charles H. Protell
Title: President and Chief Financial Officer

EX-99.1 2 a93022eprex991.htm EX-99.1 Document


Exhibit 99.1



image_1.jpg

GOLDEN ENTERTAINMENT REPORTS 2022 THIRD QUARTER RESULTS

–Third quarter revenue of $279.0 million, net income of $14.0 million and Adjusted EBITDA of $61.1 million
–Entered into definitive agreements to sell Rocky Gap Casino Resort for $260.0 million; transaction expected to close in second quarter of 2023
–Repaid $25.0 million of term loan borrowings; increased stock buyback authorization to $75.0 million
LAS VEGAS – November 3, 2022 – Golden Entertainment, Inc. (NASDAQ: GDEN) (“Golden Entertainment” or the “Company”) today reported financial results for the third quarter ended September 30, 2022. The Company generated third quarter revenue of $279.0 million, net income of $14.0 million and Adjusted EBITDA of $61.1 million.
Blake Sartini, Chairman and Chief Executive Officer of Golden Entertainment, commented, “Our quarterly results continue to be significantly above 2019 levels, despite reflecting a larger impact from seasonality compared to the same period last year. We are encouraged by the current business trends to start the fourth quarter and we are well positioned to succeed in any economic environment. Our third quarter was also highlighted by our announcement to sell our Rocky Gap Casino Resort for $260 million, which will allow us to focus further on our core operations, maintaining the strength of our balance sheet and opportunistically returning capital to shareholders.”
Consolidated Results
Revenues of $279.0 million for the third quarter of 2022 were down 1% from $282.4 million for the third quarter of 2021. Net income for the third quarter of 2022 was $14.0 million, or $0.45 per fully diluted share, compared to net income of $29.1 million, or $0.91 per fully diluted share, for the third quarter of 2021. Third quarter 2022 Adjusted EBITDA was $61.1 million, a 17% decline from Adjusted EBITDA of $73.4 million for the third quarter of 2021. Adjusted EBITDA margin was 22% for third quarter of 2022 compared to 26% for the third quarter of 2021.
Nevada Casino Resorts
Revenues for Nevada Casino Resorts were $98.9 million for the third quarter of 2022 compared to $104.4 million for the third quarter of 2021. Third quarter 2022 Adjusted EBITDA was $30.1 million compared to $39.2 million for the third quarter of 2021. Adjusted EBITDA margin was 30% for the third quarter of 2022 compared to 38% for the third quarter of 2021.
Nevada Locals Casinos
Revenues for Nevada Locals Casinos were $37.7 million for the third quarter of 2022 compared to $38.1 million for the third quarter of 2021. Third quarter 2022 Adjusted EBITDA was $16.8 million compared to $18.1 million for the third quarter of 2021. Adjusted EBITDA margin was 45% for the third quarter of 2022 compared to 48% for the third quarter of 2021.
Maryland Casino Resort
Revenues for Maryland Casino Resort were $21.6 million both for the third quarter of 2022 and 2021. Third quarter 2022 Adjusted EBITDA was $7.4 million compared to $7.7 million for the third quarter of 2021.





Adjusted EBITDA margin was 34% for the third quarter of 2022 compared to 35% for the third quarter of 2021.
On August 24, 2022, the Company entered into definitive agreements to sell the Rocky Gap Casino Resort for aggregate cash consideration of $260 million. Pursuant to the terms of the agreements, Century Casinos, Inc. will acquire the operations of the Rocky Gap Casino Resort for $56.1 million, subject to customary working capital adjustments, and VICI Properties Inc. will acquire an interest in the associated land and buildings for $203.9 million. The Company expects the transactions to close during the second quarter of 2023, subject to the satisfaction of customary regulatory approvals and closing conditions.
Distributed Gaming
Revenues for Distributed Gaming were $117.6 million for the third quarter of 2022 compared to $117.9 million for the third quarter of 2021. Third quarter 2022 Adjusted EBITDA was $18.8 million compared to $21.2 million for the third quarter of 2021. Adjusted EBITDA margin was 16% for the third quarter of 2022 compared to 18% for the third quarter of 2021.
Debt and Liquidity
During the third quarter of 2022, the Company repaid $25 million of its outstanding term loan. As of September 30, 2022, the Company’s total principal amount of debt outstanding was $940.2 million, consisting primarily of $600 million in outstanding term loan borrowings and $337.5 million of senior unsecured notes. As of September 30, 2022, the Company had cash and cash equivalents of $177.7 million, short-term cash investments of $5.0 million, and there continues to be no outstanding borrowings under the Company’s $240 million revolving credit facility.
As of September 30, 2022, the Company had approximately $27.5 million remaining under its current share repurchase authorization, which was increased to $75.0 million on November 1, 2022.
Investor Conference Call and Webcast
The Company will host a webcast and conference call today, November 3, 2022, at 5:00 p.m. Eastern Time, to discuss the results for the third quarter of 2022. The conference call may be accessed live over the phone by dialing (844) 826-3033 or (412) 317-5185 for international callers. A replay will be available beginning at 8:00 p.m. Eastern Time today and may be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the passcode is 10171295. The replay will be available until November 10, 2022. The call will also be webcast live through the “Investors” section of the Company’s website, www.goldenent.com. A replay of the audio webcast will also be archived on the Company’s website, www.goldenent.com.
Forward-Looking Statements
This press release contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions, or they may use future dates. In addition, forward-looking statements in this press release include, without limitation statements regarding: the Rocky Gap transactions, including the anticipated timing of the closing of the transaction and satisfaction of regulatory and other conditions; the Company’s strategies, objectives, business opportunities and plans for future expansion, developments or acquisitions; anticipated future growth and trends in the Company’s business or key markets; projections of future financial condition, operating results, income, capital expenditures, costs or other financial items, including anticipated future cash generation and resulting ability to continue to return capital to shareholders; and other characterizations of future events or circumstances as well as other statements that are not statements of historical fact. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions.
2




These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause the actual results to differ materially include: risks and uncertainties related to the Rocky Gap transactions, including the failure to obtain, or delays in obtaining, required regulatory approvals or clearances; the failure to satisfy any of the closing conditions to the Rocky Gap transactions on a timely basis or at all; changes in national, regional and local economic and market conditions; legislative and regulatory matters (including the cost of compliance or failure to comply with applicable laws and regulations); increases in gaming taxes and fees in the jurisdictions in which the Company operates; litigation; increased competition; the Company’s ability to renew its distributed gaming contracts; reliance on key personnel (including our Chief Executive Officer, President and Chief Financial Officer, and Chief Operating Officer); the level of the Company’s indebtedness and its ability to comply with covenants in its debt instruments; terrorist incidents; natural disasters; severe weather conditions (including weather or road conditions that limit access to the Company’s properties); the effects of environmental and structural building conditions; the effects of disruptions to the Company’s information technology and other systems and infrastructure; factors affecting the gaming, entertainment and hospitality industries generally; and other risks and uncertainties discussed in the Company’s filings with the SEC, including the “Risk Factors” sections of the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.
Non-GAAP Financial Measures
To supplement the Company’s consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”), the Company uses Adjusted EBITDA because it is the primary metric used by its chief operating decision makers and investors in measuring both the Company’s past and future expectations of performance. Adjusted EBITDA provides useful information to the users of the Company’s financial statements by excluding specific expenses and gains that the Company believes are not indicative of its core operating results. Further, the Company’s annual performance plan used to determine compensation for its executive officers and employees is tied to the Adjusted EBITDA metric. It is also a measure of operating performance widely used in the gaming industry.
The presentation of this additional information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. In addition, other companies in gaming industry may calculate Adjusted EBITDA differently than the Company does.
The Company defines “Adjusted EBITDA” as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, impairment of goodwill and intangible assets, preopening and related expenses, gain or loss on disposal of assets, share-based compensation expenses, change in non-cash lease expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results, calculated before corporate overhead (which is not allocated to each reportable segment).
About Golden Entertainment, Inc.
Golden Entertainment owns and operates a diversified entertainment platform, consisting of a portfolio of gaming and hospitality assets that focus on casino and distributed gaming operations (including gaming in the Company’s branded taverns). Golden Entertainment operates nearly 17,000 slots, over 100 table games, and over 6,200 hotel rooms. Golden Entertainment owns ten casinos – nine in Southern Nevada and one in Maryland. Through its distributed gaming business in Nevada and Montana, Golden Entertainment operates video gaming devices at nearly 1,100 locations and owns more than 60 traditional taverns in Nevada. Golden Entertainment is also licensed in Illinois and Pennsylvania to operate video gaming terminals. For more information, visit www.goldenent.com.

3




Contacts
Golden Entertainment, Inc. Investor Relations
Charles H. Protell Richard Land
President and Chief Financial Officer JCIR
(702) 893-7777 (212) 835-8500 or gden@jcir.com
4




Golden Entertainment, Inc.
Consolidated Statements of Operations
(Unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Revenues
Gaming $ 188,420  $ 193,167  $ 575,886  $ 575,124 
Food and beverage 43,035  44,271  129,942  123,013 
Rooms 30,765  31,566  89,685  80,213 
Other 16,773  13,418  46,496  36,235 
Total revenues 278,993  282,422  842,009  814,585 
Expenses
Gaming 108,040  106,301  323,431  309,478 
Food and beverage 33,090  32,182  97,093  85,256 
Rooms 14,337  13,220  40,627  35,213 
Other operating 4,531  4,635  13,853  10,430 
Selling, general and administrative 59,389  54,457  177,586  161,333 
Depreciation and amortization 24,286  26,474  75,894  80,342 
Loss (gain) on disposal of assets 266  (72) 935  747 
Preopening expenses 61  232 
Total expenses 243,941  237,200  729,480  683,031 
Operating income 35,052  45,222  112,529  131,554 
Non-operating (expense) income
Other non-operating income —  —  —  60,000 
Interest expense, net (15,709) (15,535) (45,565) (47,752)
Loss on debt extinguishment (158) (759) (1,412) (759)
Total non-operating (expense) income, net (15,867) (16,294) (46,977) 11,489 
Income before income tax (provision) benefit 19,185  28,928  65,552  143,043 
Income tax (provision) benefit (5,182) 123  5,737  (366)
Net income $ 14,003  $ 29,051  $ 71,289  $ 142,677 
Weighted-average common shares outstanding
Basic 28,505  28,950  28,757  28,599 
Diluted 31,148  31,854  31,640  31,537 
Net income per share
Basic $ 0.49  $ 1.00  $ 2.48  $ 4.99 
Diluted $ 0.45  $ 0.91  $ 2.25  $ 4.52 










5




Golden Entertainment, Inc.
Reconciliation of Adjusted EBITDA
(Unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Revenues
Nevada Casino Resorts (1)
Gaming $ 42,812  $ 46,216  $ 133,156  $ 135,060 
Food and beverage 21,537  22,449  66,044  60,129 
Rooms 26,068  27,643  76,670  69,436 
Other 8,439  8,072  26,919  20,567 
Nevada Casino Resorts revenue $ 98,856  $ 104,380  $ 302,789  $ 285,192 
Nevada Locals Casinos (2)
Gaming $ 27,457  $ 28,437  $ 85,886  $ 91,226 
Food and beverage 6,208  6,081  18,688  17,918 
Rooms 2,325  1,858  7,098  5,419 
Other 1,745  1,729  5,737  5,614 
Nevada Locals Casinos revenues $ 37,735  $ 38,105  $ 117,409  $ 120,177 
Maryland Casino Resort (3)
Gaming $ 16,027  $ 16,502  $ 45,940  $ 45,985 
Food and beverage 2,463  2,314  6,333  5,867 
Rooms 2,372  2,065  5,917  5,358 
Other 762  759  1,872  1,770 
Maryland Casino Resort revenues $ 21,624  $ 21,640  $ 60,062  $ 58,980 
Distributed Gaming (4)
Gaming $ 102,124  $ 102,012  $ 310,904  $ 302,853 
Food and beverage 12,827  13,427  38,877  39,099 
Other 2,695  2,496  8,456  7,295 
Distributed Gaming revenues $ 117,646  $ 117,935  $ 358,237  $ 349,247 
Corporate and other 3,132  362  3,512  989 
Total Revenues $ 278,993  $ 282,422  $ 842,009  $ 814,585 
(1)    Comprised of The STRAT Hotel, Casino & SkyPod, Aquarius Casino Resort, Edgewater Hotel & Casino Resort and Colorado Belle Hotel & Casino Resort.
(2)    Comprised of Arizona Charlie’s Boulder, Arizona Charlie’s Decatur, Gold Town Casino, Lakeside Casino & RV Park and Pahrump Nugget Hotel Casino.
(3)    Comprised of the operations of the Rocky Gap Casino Resort.
(4)    Comprised of distributed gaming operations in Nevada and Montana, as well as branded taverns in Nevada.
6




Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2022 2021 2022 2021
Adjusted EBITDA
Nevada Casino Resorts (1)
$ 30,122  $ 39,196  $ 102,589  $ 112,486 
Nevada Locals Casinos (2)
16,818  18,103  56,651  61,230 
Maryland Casino Resort (3)
7,446  7,669  20,260  20,831 
Distributed Gaming (4)
18,845  21,158  63,092  66,952 
Corporate and other (12,176) (12,698) (39,196) (37,561)
Total Adjusted EBITDA $ 61,055  $ 73,428  $ 203,396  $ 223,938 
Adjustments
Other non-operating income —  —  —  60,000 
Depreciation and amortization (24,286) (26,474) (75,894) (80,342)
Change in non-cash lease expense 298  143  (113) (517)
Share-based compensation (3,286) (3,089) (10,269) (8,762)
(Loss) gain on disposal of assets (266) 72  (935) (747)
Loss on debt extinguishment (158) (759) (1,412) (759)
Preopening and related expenses (5)
(2) (3) (61) (232)
Other, net 1,539  1,145  (3,595) (1,784)
Interest expense, net (15,709) (15,535) (45,565) (47,752)
Income tax (provision) benefit (5,182) 123  5,737  (366)
Net income $ 14,003  $ 29,051  $ 71,289  $ 142,677 
(1)    Comprised of The STRAT Hotel, Casino & SkyPod, Aquarius Casino Resort, Edgewater Hotel & Casino Resort and Colorado Belle Hotel & Casino Resort.
(2)    Comprised of Arizona Charlie’s Boulder, Arizona Charlie’s Decatur, Gold Town Casino, Lakeside Casino & RV Park and Pahrump Nugget Hotel Casino.
(3)    Comprised of the operations of the Rocky Gap Casino Resort.
(4)    Comprised of distributed gaming operations in Nevada and Montana, as well as branded taverns in Nevada.
(5)    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.


7