SEC Form 10-Q filed by Golden Entertainment Inc.
$GDEN
Services-Misc. Amusement & Recreation
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 10-Q
________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____ to _____
Commission File Number: 000-24993
________________________________________
(Exact name of registrant as specified in its charter)
________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (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 | ||||||
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.
| ☒ | 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 July 28, 2025, the registrant had 26,158,234 shares of common stock, $0.01 par value per share, outstanding.
GOLDEN ENTERTAINMENT, INC.
FORM 10-Q
INDEX
| Page | ||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN ENTERTAINMENT, INC.
Consolidated Balance Sheets
(In thousands, except per share data)
| June 30, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Prepaid expenses and other | |||||||||||
| Inventories | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current portion of long-term debt and finance leases | $ | $ | |||||||||
| Current portion of operating leases | |||||||||||
| Accounts payable | |||||||||||
| Income tax payable | |||||||||||
| Accrued payroll and related | |||||||||||
| Accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net and non-current finance leases | |||||||||||
| Non-current operating leases | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other long-term obligations | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 10) | |||||||||||
| Shareholders’ equity | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
The accompanying condensed notes are an integral part of these consolidated financial statements.
1
GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Gaming | $ | $ | $ | $ | |||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
| Rooms | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Gaming | |||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
| Rooms | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Loss on disposal of assets | |||||||||||||||||||||||
| Loss (gain) on sale of business | ( | ||||||||||||||||||||||
| Preopening expenses | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Non-operating expense | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss on debt extinguishment and modification | ( | ( | |||||||||||||||||||||
| Total non-operating expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income tax benefit (provision) | |||||||||||||||||||||||
| Income tax benefit (provision) | ( | ( | |||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
The accompanying condensed notes are an integral part of these consolidated financial statements.
2
GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Shareholders’ Equity
(In thousands)
(Unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Total Shareholders’ Equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Issuance of stock on options exercised and restricted stock units vested | — | — | |||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
| Tax benefit from share-based compensation | — | — | ( | — | ( | ||||||||||||||||||||||||
| Dividend payable | — | — | — | ( | ( | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Issuance of stock on options exercised and restricted stock units vested | — | ||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | — | ( | ( | ||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
| Tax benefit from share-based compensation | — | — | ( | — | ( | ||||||||||||||||||||||||
| Dividend payable | — | — | — | ( | ( | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Issuance of stock on options exercised and restricted stock units vested | — | — | |||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | — | ( | ( | ||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
| Tax benefit from share-based compensation | — | — | ( | — | ( | ||||||||||||||||||||||||
| Dividend payable | — | — | — | ( | ( | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Issuance of stock on options exercised and restricted stock units vested | — | — | |||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | — | ( | ( | ||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
| Tax benefit from share-based compensation | — | — | ( | — | ( | ||||||||||||||||||||||||
| Dividend payable | — | — | — | ( | ( | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
The accompanying condensed notes are an integral part of these consolidated financial statements.
3
GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash lease benefit | ( | ( | |||||||||
| Share-based compensation | |||||||||||
| Amortization of debt issuance costs and discounts on debt | |||||||||||
| Loss on disposal of assets | |||||||||||
| Gain on sale of business | ( | ||||||||||
| Provision for credit losses | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Loss on debt extinguishment and modification | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Prepaid expenses, inventories and other current assets | |||||||||||
| Other assets | ( | ||||||||||
| Accounts payable and other accrued expenses | ( | ||||||||||
| Income tax payable, net | ( | ||||||||||
| Other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Purchase of property and equipment, net of change in construction payables | ( | ( | |||||||||
| Proceeds from disposal of property and equipment | |||||||||||
| Proceeds from sale of business, net of cash sold | |||||||||||
| Acquisition of business, net of cash acquired | ( | ||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Cash flows from financing activities | |||||||||||
| Repayments of term loan | ( | ( | |||||||||
| Proceeds from revolving credit facility | |||||||||||
| Repayments of revolving credit facility | ( | ||||||||||
| Repayment of senior notes | ( | ||||||||||
| Repayments of notes payable | ( | ( | |||||||||
| Principal payments under finance leases | ( | ( | |||||||||
| Payment for debt extinguishment and modification costs | ( | ||||||||||
| Tax withholding on share-based payments | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Proceeds from issuance of common stock, net of costs | |||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Change in cash and cash equivalents | ( | ( | |||||||||
| Balance, beginning of period | |||||||||||
| Balance, end of period | $ | $ | |||||||||
4
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental cash flow disclosures | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
Cash paid for income taxes, net (1) | |||||||||||
| Non-cash investing and financing activities | |||||||||||
| Cash dividends payable | |||||||||||
| Payables incurred for capital expenditures | |||||||||||
| Notes payable incurred for capital expenditures | |||||||||||
| Operating lease right-of-use assets obtained in exchange for lease obligations | |||||||||||
| Assets acquired under finance lease obligations | |||||||||||
| Loss on debt extinguishment and modification | |||||||||||
(1) Includes refunds received from income tax authorities.
The accompanying condensed notes are an integral part of these consolidated financial statements.
5
GOLDEN ENTERTAINMENT, INC.
Condensed Notes to Consolidated Financial Statements (Unaudited)
Note 1 — Nature of Business and Basis of Presentation
Overview
Golden Entertainment, Inc. and its wholly-owned subsidiaries own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. The Company’s portfolio comprises eight casino properties located in Nevada and 72 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. Unless otherwise indicated, the term the “Company” refers to Golden Entertainment, Inc. together with its subsidiaries.
As of June 30, 2025, the Company conducted its business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns. Each reportable segment was comprised of the following properties and operations:
| Reportable Segments | Location | |||||||
| Nevada Casino Resorts | ||||||||
| The STRAT Hotel, Casino & Tower | Las Vegas, Nevada | |||||||
| Aquarius Casino Resort | Laughlin, Nevada | |||||||
| Edgewater Casino Resort | Laughlin, Nevada | |||||||
| Nevada Locals Casinos | ||||||||
| Arizona Charlie’s Boulder | Las Vegas, Nevada | |||||||
| Arizona Charlie’s Decatur | Las Vegas, Nevada | |||||||
| Gold Town Casino | Pahrump, Nevada | |||||||
| Lakeside Casino & RV Park | Pahrump, Nevada | |||||||
| Pahrump Nugget Hotel Casino | Pahrump, Nevada | |||||||
| Nevada Taverns | ||||||||
| Nevada | ||||||||
The Company completed the sale of its distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to the sale, the results of the Company’s distributed gaming operations in Nevada were presented in the Company’s Distributed Gaming reportable segment. Refer to the discussion in “Note 2 — Divestitures” and “Note 11 — Segment Information” for further information.
On April 22, 2024, the Company acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired GAP taverns have been included in the Company’s Nevada Taverns reportable segment from the date of acquisition.
Basis of Presentation
The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, refer to the audited consolidated financial statements of the Company for the year ended December 31, 2024 and the notes thereto included in the Company’s Annual Report on Form 10-K (the “Annual Report”) previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which included only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented. Results for interim periods should not be considered indicative of the results to be expected for the full year and should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report.
The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Reclassifications were made to the Company’s prior period consolidated financial statements to conform to the current period presentation, where applicable. These reclassifications had no effect on previously reported net income.
6
Significant Accounting Policies
There have been no changes to the significant accounting policies disclosed in the Company’s Annual Report.
Net Income per Share
Recent Accounting Pronouncements
Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact of the adoption of new accounting standards and the future adoption of the new accounting standards that are not yet effective on the Company’s financial statements, management currently believes that the following new standards have or may have an impact on the Company’s consolidated financial statements and disclosures:
Accounting Standards Issued But Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The provisions of this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The standard is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company does not expect the impact of the adoption of this ASU to be material to its financial statements or disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The provisions of this ASU are intended to improve disclosures about a public entity’s expenses by providing additional information about specific expense categories in the notes to the financial statements. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. Further, in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date, intended to clarify interim reporting requirements for non-calendar year-end entities. The Company does not expect the impact of the adoption of these ASUs to be material to its financial statements or disclosures.
Management does not believe that any other recently issued accounting standards that are not yet effective are likely to have a material impact on the Company’s financial statements.
Note 2 — Divestitures
As discussed in “Note 1 — Nature of Business and Basis of Presentation,” the Company completed the sale of its distributed gaming operations in Nevada on January 10, 2024. The results of the distributed gaming operations in Nevada had historically been presented in the Company’s Distributed Gaming reportable segment. The Company incurred $2.3 million in transaction costs related to the sale of its distributed gaming operations in Nevada for the six months ended June 30, 2024. The Company recorded these transaction costs in selling, general and administrative expenses as incurred.
The Company classifies assets as held for sale when a sale is probable, is expected to be completed within one year, and the asset group meets all of the accounting criteria to be classified as held for sale. Gains or losses associated with the disposal of assets held for sale are recorded within operating expenses, and the Company ceases recording depreciation and amortization of the long-lived assets included in the sale from the date of execution of the definitive agreement for the sale.
The following information presents the revenues and pretax income generated by the Company’s distributed gaming operations in Nevada previously reported as held for sale and divested on January 10, 2024:
7
| Six Months Ended June 30, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Distributed Gaming - Nevada | |||||||||||
| Revenues | $ | $ | |||||||||
| Pretax income | |||||||||||
Note 3 — Property and Equipment, Net
Property and equipment, net, consisted of the following:
| (In thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Land | $ | $ | |||||||||
| Building and improvements | |||||||||||
| Furniture and equipment | |||||||||||
| Construction in process | |||||||||||
| Property and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Depreciation expense for property and equipment, including finance leases, was $21.9 million and $43.6 million for the three and six months ended June 30, 2025, respectively, and $22.0 million and $43.7 million for the three and six months ended June 30, 2024, respectively.
The Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company concluded that there was no
Note 4 — Goodwill and Intangible Assets, Net
The Company tests goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Finite-lived intangible assets are evaluated for potential impairment whenever there is an indicator that the carrying value of an asset group may not be recoverable. Based on the results of its interim impairment assessments conducted during the three and six months ended June 30, 2025 and 2024, the Company concluded that there was no
The following table summarizes goodwill balances by reportable segment:
| (In thousands) | Nevada Casino Resorts | Nevada Locals Casinos | Nevada Taverns | Total Goodwill | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
8
Intangible assets, net, consisted of the following:
| June 30, 2025 | |||||||||||||||||||||||||||||
| (In thousands) | Useful Life (Years) | Gross Carrying Value | Cumulative Amortization | Cumulative Impairment | Intangible Assets, Net | ||||||||||||||||||||||||
| Indefinite-lived intangible assets | |||||||||||||||||||||||||||||
| Trade names | Indefinite | $ | $ | — | $ | ( | $ | ||||||||||||||||||||||
| Total indefinite-lived intangible assets | — | ( | |||||||||||||||||||||||||||
| Amortizing intangible assets | |||||||||||||||||||||||||||||
| Player relationships | ( | — | |||||||||||||||||||||||||||
| Non-compete agreements | ( | — | |||||||||||||||||||||||||||
| Total amortizing intangible assets | ( | — | |||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| (In thousands) | Useful Life (Years) | Gross Carrying Value | Cumulative Amortization | Cumulative Impairment | Intangible Assets, Net | ||||||||||||||||||||||||
| Indefinite-lived intangible assets | |||||||||||||||||||||||||||||
| Trade names | Indefinite | $ | $ | — | $ | ( | $ | ||||||||||||||||||||||
| Total indefinite-lived intangible assets | — | ( | |||||||||||||||||||||||||||
| Amortizing intangible assets | |||||||||||||||||||||||||||||
| Player relationships | ( | — | |||||||||||||||||||||||||||
| Non-compete agreements | ( | — | |||||||||||||||||||||||||||
| Total amortizing intangible assets | ( | — | |||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
Total amortization expense related to intangible assets was $0.6 million and $1.3 million for the three and six months ended June 30, 2025, respectively, and $0.6 million and $1.0 million for the three and six months ended June 30, 2024, respectively.
Note 5 — Accrued Liabilities
Accrued liabilities consisted of the following:
| (In thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Gaming liabilities | $ | $ | |||||||||
| Cash dividends payable | |||||||||||
| Accrued taxes, other than income taxes | |||||||||||
| Deferred revenue | |||||||||||
| Other accrued liabilities | |||||||||||
| Deposits | |||||||||||
| Total accrued liabilities | $ | $ | |||||||||
9
Note 6 — Long-Term Debt, Net and Finance Leases
Long-term debt, net and finance leases consisted of the following:
| (In thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Term Loan B-1 | $ | $ | |||||||||
| Revolving credit facility | |||||||||||
| Finance lease liabilities | |||||||||||
| Notes payable | |||||||||||
| Total long-term debt and finance leases | |||||||||||
| Unamortized discount | ( | ( | |||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Total long-term debt and finance leases after debt issuance costs and discount | |||||||||||
| Current portion of long-term debt and finance leases | ( | ( | |||||||||
| Long-term debt, net and finance leases | $ | $ | |||||||||
Senior Secured Credit Facility
The Company’s senior secured credit facility with JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent) (the “Credit Facility”) is comprised of a $400 million term loan B-1 facility (the “Term Loan B-1”) and a $240 million revolving credit facility (the “Revolving Credit Facility”). As of June 30, 2025, the Company had $392 million in principal amount of outstanding Term Loan B-1 borrowings under the Credit Facility, no outstanding letters of credit and $40 million in outstanding borrowings under the Revolving Credit Facility, resulting in borrowing availability under the Revolving Credit Facility of $200 million as of June 30, 2025. The maturity dates of the Revolving Credit Facility and the Term Loan B-1 are May 26, 2028 and May 26, 2030, respectively.
On May 29, 2024, the Company modified the terms of the Credit Facility to reduce the interest rate margins applicable to borrowings under the Term Loan B-1. Under the amended Credit Facility, the Term Loan B-1 bears interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.50 %), plus a margin of 1.25 %, or (2) the Term SOFR rate for the applicable interest period (subject to a floor of 0.50 %), plus a margin of 2.25 %. The Company incurred $0.9 million in fees and recorded a loss on debt modification of less than $0.1 million for the debt issuance costs and discount related to the Term Loan B-1 as a result of this modification of the Credit Facility. The modification did not amend the terms of the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.00 %), plus a margin ranging from 1.00 % to 1.50 % based on the Company’s net leverage ratio, or (2) the Term SOFR rate for the applicable interest period plus a credit spread adjustment of 0.10 %, plus a margin ranging from 2.00 % to 2.50 % based on the Company’s net leverage ratio.
The weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facility was 6.60 % for both the three and six months ended June 30, 2025.
The Term Loan B-1 is repayable in 27 quarterly installments of $1 million each, which commenced in September 2023, followed by a final installment of $373 million due at maturity.
The Company was in compliance with its financial and other covenants under the Credit Facility as of June 30, 2025.
Senior Unsecured Notes
Note 7 — Shareholders’ Equity and Stock Incentive Plans
Share Repurchase Program
From time to time, the Company repurchases shares of its common stock pursuant to the $100 million share repurchase program
10
authorized by the Company’s Board of Directors on July 27, 2023, which was subsequently increased by $100 million on November 5, 2024. Share repurchases may be made from time to time in open market transactions, through block trades, pursuant to a Rule 10b5-1 trading plan or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. Share repurchases may be made at management’s discretion based on market conditions and financial resources and there is no minimum number of shares that the Company is required to repurchase. The repurchase program may be suspended or discontinued at any time without prior notice. As of June 30, 2025, the Company had $77.2 million of remaining share repurchase availability under its share repurchase program.
The following table includes the Company’s share repurchase activity for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
Shares repurchased (1) | |||||||||||||||||||||||
| Total cost, including brokerage fees | $ | $ | $ | $ | |||||||||||||||||||
Average repurchase price per share (2) | $ | $ | $ | $ | |||||||||||||||||||
(1)All repurchased shares were retired and constitute authorized but unissued shares. Shares repurchased to settle employee tax withholding related to the vesting of RSUs or exercise of options are not included in the table above.
(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers and includes broker commissions.
Dividends
Commencing on February 27, 2024, the Company’s Board of Directors has declared a recurring quarterly cash dividend of $0.25 per share of the Company’s common stock. The dividends declared by the Board of Directors under this program as of June 30, 2025 were as follows:
| Declaration Date | Record Date | Payment Date | Amount per Share | Aggregate Amount (in thousands) | ||||||||||||||||||||||
| February 27, 2024 | March 18, 2024 | April 4, 2024 | $ | $ | ||||||||||||||||||||||
| May 2, 2024 | June 14, 2024 | July 2, 2024 | ||||||||||||||||||||||||
| August 6, 2024 | September 17, 2024 | October 2, 2024 | ||||||||||||||||||||||||
| November 5, 2024 | December 20, 2024 | January 7, 2025 | ||||||||||||||||||||||||
| February 25, 2025 | March 21, 2025 | April 2, 2025 | ||||||||||||||||||||||||
| May 5, 2025 | June 25, 2025 | July 9, 2025 | ||||||||||||||||||||||||
In addition, subsequent to the end of the second quarter of 2025, on August 5, 2025, the Company’s Board of Directors authorized its next recurring quarterly cash dividend of $0.25 per share of the Company’s common stock payable on October 3, 2025 to shareholders of record as of September 25, 2025.
Stock Options
The following table summarizes the Company’s stock option activity:
| Stock Options | |||||||||||
| Shares | Weighted-Average Exercise Price | ||||||||||
| Outstanding at January 1, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Exercised | ( | ||||||||||
| Cancelled | |||||||||||
| Expired | |||||||||||
| Outstanding at June 30, 2025 | $ | ||||||||||
| Exercisable at June 30, 2025 | $ | ||||||||||
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2024. The Company did no
Restricted Stock Units
The following table summarizes the Company’s activity related to RSUs and PSUs:
| RSUs | PSUs | |||||||||||||||||||||||||
| Shares | Weighted-Average Grant Date Fair Value | Shares | Weighted-Average Grant Date Fair Value | |||||||||||||||||||||||
| Outstanding at January 1, 2025 | $ | (1) | $ | |||||||||||||||||||||||
| Granted | (2) | |||||||||||||||||||||||||
| Vested | ( | ( | (3) | |||||||||||||||||||||||
| Issuance of dividend equivalent | ||||||||||||||||||||||||||
| Cancelled | ( | |||||||||||||||||||||||||
| Outstanding at June 30, 2025 | $ | $ | ||||||||||||||||||||||||
(1) Includes PSUs granted in March 2022 (“2022 PSU Awards”) at 89.6 % of the target (based on awards deemed “earned”) and PSUs granted in March 2023 (“2023 PSU Awards”) at 69.3 % of the target (based on awards deemed “earned”). The PSUs granted in March 2024 were cancelled as of December 31, 2024 due to the Company not meeting its performance target for 2024.
(2) The number of shares for the PSUs listed as granted represents the “target” number of PSUs issued 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.
The following table summarizes share-based compensation expense by award type:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Stock options | $ | $ | $ | $ | |||||||||||||||||||
| RSUs | |||||||||||||||||||||||
| PSUs | |||||||||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
As of June 30, 2025, the Company’s unrecognized share-based compensation expense related to RSUs and PSUs was $10.1 million and $4.5 million, respectively, which is expected to be recognized over a weighted-average period of 2.3 years and 2.1 years for RSUs and PSUs, respectively. As of June 30, 2024, the Company’s unrecognized share-based compensation expense related to RSUs and PSUs was $11.3 million and $6.8 million, respectively, which was expected to be recognized over a weighted-average period of 1.7 years and 1.9 years for RSUs and PSUs, respectively.
As of June 30, 2025, a total of 5,128,574 shares of the Company’s common stock remained available for grants of awards under the Company’s 2015 Incentive Award Plan, which includes the annual increase in the number of shares available for grant on January 1, 2025 of 1,060,440 shares.
Note 8 — Income Tax
The following table includes the Company’s effective income tax rate calculations for the three and six months ended June 30, 2025 and 2024:
12
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In thousands, except for tax rate) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Income before income tax benefit (provision) | $ | $ | $ | $ | |||||||||||||||||||
| Income tax benefit (provision) | ( | ( | |||||||||||||||||||||
| Effective tax rate | ( | % | ( | % | % | % | |||||||||||||||||
The Company’s income tax provision or benefit for interim periods is determined using an estimate of the Company’s annual effective income tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates its estimate of the annual effective income tax rate and makes necessary cumulative adjustments to the total tax provision or benefit. The Company’s effective income tax rates of (10.6 )% and 8.1 % for the three and six months ended June 30, 2025, respectively, differed from the federal income tax rate of 21.0% primarily due to the excess tax benefit on option exercises.
The Company considers both positive and negative evidence when measuring the need for a valuation allowance. A valuation allowance is not required to the extent that, in management’s judgment, sufficient positive evidence exists to result in a conclusion that it is more likely than not that the Company’s deferred tax assets will be realized. The Company concluded that as of June 30, 2025, a valuation allowance was not required.
Subsequent to fiscal quarter end, new U.S. tax legislation formally titled “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14” and commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA makes permanent many of the sunsetting tax provisions of the Tax Cuts and Jobs Act enacted in 2017 that were set to expire at the end of 2025. The OBBBA also makes changes to certain U.S. corporate tax provisions, most of which are not effective until 2026. The Company is currently evaluating the impact of the new legislation but does not expect it to have a material impact on the results of operations or the Company’s financial position.
Note 9 — Financial Instruments and Fair Value Measurements
Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.
Financial Instruments
The carrying values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short duration of these financial instruments.
The following table summarizes the fair value measurement of the Company’s long-term debt:
13
| June 30, 2025 | |||||||||||||||||
| (In thousands) | Carrying Amount | Fair Value | Fair Value Hierarchy | ||||||||||||||
| Term Loan B-1 | $ | $ | Level 2 | ||||||||||||||
| Revolving Credit Facility | Level 2 | ||||||||||||||||
| Finance lease liabilities | Level 3 | ||||||||||||||||
| Notes payable | Level 3 | ||||||||||||||||
| Total debt | $ | $ | |||||||||||||||
| December 31, 2024 | |||||||||||||||||
| (In thousands) | Carrying Amount | Fair Value | Fair Value Hierarchy | ||||||||||||||
| Term Loan B-1 | $ | $ | Level 2 | ||||||||||||||
| Revolving Credit Facility | Level 2 | ||||||||||||||||
| Finance lease liabilities | Level 3 | ||||||||||||||||
| Total debt | $ | $ | |||||||||||||||
The estimated fair value of the Company’s Term Loan B-1 and outstanding borrowings under the Revolving Credit Facility was based on a relative value analysis performed as of June 30, 2025 and December 31, 2024. 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 was estimated to be equal to the carrying value.
Note 10 — Commitments and Contingencies
Participation Agreements
Prior to their sale, the Company’s distributed gaming operations included slot placement contracts in the form of participation agreements. Under participation agreements, the Company and the business location each held a state issued gaming license in order to be able to receive a percentage of gaming revenue earned on the Company’s slot machines. The business location retained a percentage of the gaming revenue generated from the Company’s slot machines. The Company was considered to be the principal in these arrangements and therefore, recorded its share of revenue generated under participation agreements on a gross basis with the business location’s share of revenue recorded as gaming expenses.
The aggregate contingent payments recognized by the Company as gaming expenses under participation agreements were $3.9 million for the six months ended June 30, 2024.
Legal Matters and Other
Note 11 — Segment Information
The Company’s management views each of its casino properties located in Las Vegas, the casino properties located in Laughlin and Pahrump and its branded taverns as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. The Company has aggregated its operating segments into three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.
The Nevada Casino Resorts segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities. The casino resort properties in this segment cater primarily to a regional drive-in customer base seeking a value-oriented vacation experience, with guests typically traveling from Southern California or Arizona. The Company’s casino resort properties in Nevada have a significantly larger number of hotel rooms compared to the
14
other casino properties in its portfolio. While hotel stays at these casino resorts are typically longer, the overall frequency of visitation from guests is lower when compared to the Nevada Locals Casinos.
The Nevada Locals Casinos segment is comprised of casino properties that cater to local customers who generally live within a five -mile radius of these properties. The Company’s locals casino properties typically experience a higher frequency of customer visits compared to its casino resort properties, with many of the customers visiting the Company’s Nevada Locals Casinos on a weekly basis. The casino properties within this reportable segment have no or a limited number of hotel rooms and offer fewer food and beverage outlets or other amenities, with revenues primarily generated from slot machine play.
The Nevada Taverns segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages and are typically limited to 15 slot machines. Prior to the sale of the Company’s distributed gaming operations in Nevada, the Company owned and operated the slot machines located within each tavern. Following the sale, slot machines at the Company’s branded tavern locations are owned and operated by the independent third party that acquired the distributed gaming operations from the Company. Accordingly, the Company typically receives a large percentage of the gaming revenue from the tavern slot machines in exchange for allowing the independent third party to place the slot machines in the taverns.
As discussed in “Note 1 — Nature of Business and Basis of Presentation” and “Note 2 — Divestitures” the Company completed the sale of its distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to the sale, the results of the Company’s distributed gaming operations in Nevada were presented in the Company’s Distributed Gaming reportable segment.
The Corporate and Other category includes certain unallocated corporate overhead costs not easily allocable to reportable segments as to do so would not be practical.
The Company presents Adjusted EBITDA in its segment disclosures because it is the primary metric used by the Company’s chief operating decision maker (“CODM”) in measuring both the Company’s past and future expectations of performance and it is the metric that the Company’s annual performance plan used to determine compensation of its executive officers and employees is tied to. Adjusted EBITDA represents each segment’s earnings before depreciation and amortization, non-cash lease benefit or expense, share-based compensation expense, gain or loss on disposal of assets and businesses, loss on debt extinguishment and modification, preopening and related expenses, impairment of assets, interest, income taxes, and other non-cash charges and non-recurring expenses that are deemed to be not indicative of the Company’s core operating results.
The function of the CODM is currently performed by the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors. The CODM assesses performance of each reportable segment and decides how to allocate resources based on the monthly review of the budget-to-actual and current period versus prior year comparable period Adjusted EBITDA results.
The Company’s revenues, significant expenses and Adjusted EBITDA by reportable segment and reconciliation of the total of the Company’s consolidated Adjusted EBITDA to the Company’s consolidated net income determined in accordance with GAAP are presented in the table below:
15
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Nevada Casino Resorts | Nevada Locals Casinos | Nevada Taverns | Total Reportable Segments | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
| Gaming | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||||||||||||||
| Rooms | ||||||||||||||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||||||||
| Segment (expenses) income | ||||||||||||||||||||||||||||||||||||||
| Payroll and related | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Operating expenses | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Other segment items (2) (3) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | |||||||||||||||||||||||||||||||||||||
| Non-cash lease benefit | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ( | |||||||||||||||||||||||||||||||||||||
| Loss on disposal of assets | ( | |||||||||||||||||||||||||||||||||||||
| Preopening and related expenses | ( | |||||||||||||||||||||||||||||||||||||
System implementation costs (4) | ( | |||||||||||||||||||||||||||||||||||||
| Other, net | ( | |||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||||||||||||||
| Income before income tax benefit | ||||||||||||||||||||||||||||||||||||||
| Income tax benefit | ||||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
(1)Includes lease revenue accounted for under ASC 842 for the arrangements in which the Company is a lessor. Refer to “Note 2 — Summary of Significant Accounting Policies” in the Company’s Annual Report for the year ended December 31, 2024 previously filed with the SEC.
(2)Other segment items for each reportable segment included the following items:
•Nevada Casino Resorts — expenses included depreciation and amortization, non-cash lease benefit, share-based compensation, loss on disposal of assets, preopening expenses, interest expense, and other non-cash charges that are deemed to be not indicative of the segment’s core operating results.
•Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease expense, loss on disposal of assets, interest expense, and other non-cash charges that are deemed to be not indicative of the segment’s core operating results.
•Nevada Taverns — expenses included depreciation and amortization, non-cash lease benefit, preopening expenses, interest expense, and other non-cash charges that are deemed to be not indicative of the segment’s core operating results.
(3)Other segment items for the Corporate and Other category included payroll and related, operating expenses, depreciation and amortization, share-based compensation, interest expense, system implementation costs and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
(4)System implementation costs represent expenses related to the implementation of new enterprise resource planning, finance, payroll and human capital management software.
16
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Nevada Casino Resorts | Nevada Locals Casinos | Nevada Taverns | Total Reportable Segments | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
| Gaming | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||||||||||||||
| Rooms | ||||||||||||||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||||||||
| Segment (expenses) income | ||||||||||||||||||||||||||||||||||||||
| Payroll and related | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Operating expenses | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Other segment items (2) (3) | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | |||||||||||||||||||||||||||||||||||||
| Non-cash lease benefit | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ( | |||||||||||||||||||||||||||||||||||||
| Loss on disposal of assets | ( | |||||||||||||||||||||||||||||||||||||
| Preopening and related expenses | ( | |||||||||||||||||||||||||||||||||||||
System implementation costs (4) | ( | |||||||||||||||||||||||||||||||||||||
| Other, net | ( | |||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||||||||||||||
| Income before income tax provision | ||||||||||||||||||||||||||||||||||||||
| Income tax provision | ( | |||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
(1)Includes lease revenue accounted for under ASC 842 for the arrangements in which the Company is a lessor. Refer to “Note 2 — Summary of Significant Accounting Policies” in the Company’s Annual Report for the year ended December 31, 2024 previously filed with the SEC.
(2)Other segment items for each reportable segment included the following items:
•Nevada Casino Resorts — expenses included depreciation and amortization, non-cash lease benefit, share-based compensation, gain on disposal of assets, preopening expenses, interest expense, and other non-cash charges that are deemed to be not indicative of the segment’s core operating results.
•Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease expense, loss on disposal of assets, interest expense, and other non-cash charges that are deemed to be not indicative of the segment’s core operating results.
•Nevada Taverns — expenses included depreciation and amortization, non-cash lease benefit, preopening expenses, interest expense, and other non-cash charges that are deemed to be not indicative of the segment’s core operating results.
(3)Other segment items for the Corporate and Other category included payroll and related, operating expenses, depreciation and amortization, non-cash lease benefit, share-based compensation, gain on disposal of assets, preopening expenses, system implementation costs, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
(4)System implementation costs represent expenses related to the implementation of new enterprise resource planning, finance, payroll and human capital management software.
17
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Nevada Casino Resorts | Nevada Locals Casinos | Nevada Taverns | Total Reportable Segments | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
| Gaming | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||||||||||||||
| Rooms | ||||||||||||||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||||||||
| Segment (expenses) income | ||||||||||||||||||||||||||||||||||||||
| Payroll and related | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Operating expenses | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Other segment items (2) (3) | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | |||||||||||||||||||||||||||||||||||||
| Non-cash lease benefit | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ( | |||||||||||||||||||||||||||||||||||||
| Loss on sale of business | ( | |||||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment and modification | ( | |||||||||||||||||||||||||||||||||||||
| Preopening and related expenses | ( | |||||||||||||||||||||||||||||||||||||
| Other, net | ( | |||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||||||||||||||
| Income before income tax benefit | ||||||||||||||||||||||||||||||||||||||
| Income tax benefit | ||||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
(1)Includes lease revenue accounted for under ASC 842 for the arrangements in which the Company is a lessor. Refer to “Note 2 — Summary of Significant Accounting Policies” in the Company’s Annual Report for the year ended December 31, 2024 previously filed with the SEC.
(2)Other segment items for each reportable segment included the following items:
•Nevada Casino Resorts and Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease benefit, interest expense, and other non-cash charges that are deemed to be not indicative of the segment’s core operating results.
•Nevada Taverns — expenses included depreciation and amortization, non-cash lease benefit, preopening expenses, interest expense, and other non-cash charges that are deemed to be not indicative of the segment’s core operating results.
(3)Other segment items for the Corporate and Other category included payroll and related, operating expenses, depreciation and amortization, non-cash lease expense, share-based compensation, loss on sale of business, loss on debt extinguishment and modification, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
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| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Nevada Casino Resorts | Nevada Locals Casinos | Nevada Taverns | Distributed Gaming (1) | Total Reportable Segments | Corporate and Other | Consolidated | |||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||||
| Gaming | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||||||||||||||||||||
| Rooms | ||||||||||||||||||||||||||||||||||||||||||||
Other (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||||||||||||||
| Segment (expenses) income | ||||||||||||||||||||||||||||||||||||||||||||
| Payroll and related | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Operating expenses | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
Other segment items (3) (4) (5) | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | |||||||||||||||||||||||||||||||||||||||||||
| Non-cash lease benefit | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ( | |||||||||||||||||||||||||||||||||||||||||||
| Loss on disposal of assets | ( | |||||||||||||||||||||||||||||||||||||||||||
| Gain on sale of business | ||||||||||||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment and modification | ( | |||||||||||||||||||||||||||||||||||||||||||
| Preopening and related expenses | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other, net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Income before income tax provision | ||||||||||||||||||||||||||||||||||||||||||||
| Income tax provision | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||||||||
(1)Relates to the Company’s distributed gaming operations in Nevada sold on January 10, 2024.
(2)Includes lease revenue accounted for under ASC 842 for the arrangements in which the Company is a lessor. Refer to “Note 2 — Summary of Significant Accounting Policies” in the Company’s Annual Report for the year ended December 31, 2024 previously filed with the SEC.
(3)Other segment items for each reportable segment included the following items:
•Nevada Casino Resorts — expenses included depreciation and amortization, non-cash lease benefit, gain on disposal of assets, interest expense, and other non-cash charges that are deemed to be not indicative of the segment’s core operating results.
•Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease expense, interest expense, and other non-cash charges that are deemed to be not indicative of the segment’s core operating results.
•Nevada Taverns — expenses included depreciation and amortization, non-cash lease benefit, loss on disposal of assets, preopening expenses, interest expense, and other non-cash charges that are deemed to be not indicative of the segment’s core operating results.
(4)Other segment items for the Distributed Gaming reportable segment divested in 2024 for the period of January 1, 2024 - January 10, 2024 included payroll and related, operating expenses, cost of sales and interest expense.
(5)Other segment items for the Corporate and Other category included payroll and related, operating expenses, depreciation and amortization, non-cash lease expense, share-based compensation, gain on sale of business, loss on debt extinguishment and modification, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
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Assets
The Company’s assets by reportable segment consisted of the following amounts:
| (In thousands) | Nevada Casino Resorts | Nevada Locals Casinos | Nevada Taverns | Total Reportable Segments | Corporate and Other | Consolidated | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Capital Expenditures
The Company’s capital expenditures by reportable segment consisted of the following amounts:
| (In thousands) | Nevada Casino Resorts (1) | Nevada Locals Casinos (2) | Nevada Taverns (3) | Distributed Gaming | Total Reportable Segments | Corporate and Other (4) | Consolidated | |||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
(1)Capital expenditures in the Nevada Casino Resorts segment excluded non-cash purchases of property and equipment of $0.1 million and $0.3 million as of June 30, 2025 and 2024, respectively.
(2)Capital expenditures in the Nevada Locals Casinos segment excluded non-cash purchases of property and equipment of $0.5 million and $0.7 million as of June 30, 2025 and 2024, respectively.
(3)Capital expenditures in the Nevada Taverns segment excluded non-cash purchases of property and equipment of $0.4 million and $0.3 million as of June 30, 2025 and 2024, respectively.
Note 12 — Related Party Transactions
In November 2018, the Company entered into a lease agreement for office space in a building adjacent to the Company’s headquarters, which is owned by a company 33 % beneficially owned by Blake L. Sartini, 3 % beneficially owned by Stephen A. Arcana, and 1.67 0.1 0.2
A portion of the Company’s office headquarters building is sublet to Sartini Enterprises, Inc., a company controlled by Mr. Sartini. Rental income for each of the three and six months ended June 30, 2025 and 2024 for the sublet portion of the office headquarters building was less than $0.1 No
From time to time, the Company’s executive officers and employees use a private aircraft leased to Sartini Enterprises, Inc. for Company business purposes pursuant to aircraft time-sharing, co-user and various cost-sharing agreements between the Company and Sartini Enterprises, Inc., all of which have been approved by the Audit Committee of the Board of Directors. The aircraft time-sharing, co-user and cost-sharing agreements specify the maximum expense reimbursement that Sartini Enterprises, Inc. can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and the flight crew. Such costs include fuel, landing fees, hangar and tie-down costs away from the aircraft’s operating base, flight planning and weather contract services, crew costs and other related expenses. The Company’s compliance department reviews the cost-sharing arrangements and reimbursements on a regular basis. On August 6, 2024, the Audit Committee of the Board of Directors approved an amendment to the aircraft time-sharing, co-user and cost-sharing agreement in connection with Sartini Enterprises, Inc.’s purchase of the aircraft. The terms and conditions of the amendment are materially consistent with the original
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agreement. The Company did no 0.1
Note 13 — Subsequent Events
The Company’s management evaluates subsequent events through the date of issuance of the consolidated financial statements.
Other than items discussed in “Note 7 — Shareholders’ Equity and Stock Incentive Plans” and “Note 8 — Income Tax,” there were no additional subsequent events that occurred after June 30, 2025 but prior to the date of issuance of the consolidated financial statements that would require adjustment to or disclosure in the consolidated financial statements as of and for the three months ended June 30, 2025.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As used in this Quarterly Report on Form 10-Q, unless the context suggests otherwise, the terms “Golden,” “we,” “us” and “our” refer to Golden Entertainment, Inc. together with its subsidiaries.
The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) previously filed with the Securities and Exchange Commission (“SEC”).
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions, or they may use future dates. In addition, forward-looking statements include statements regarding our strategies, objectives, business opportunities and plans; anticipated future growth and trends in our business or key markets and business outlook; return of capital to shareholders (including through the payment of recurring quarterly cash dividends or repurchase of shares of our common stock); projections of future financial condition, operating results, income, capital expenditures, costs or other financial items; anticipated regulatory and legislative changes; and other characterizations of future events or circumstances as well as other statements that are not statements of historical fact. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause our actual results to differ materially include: changes in national, regional and local economic and market conditions; legislative and regulatory matters; increases in gaming taxes and fees in the jurisdictions in which we operate; litigation; increased competition; reliance on key personnel; our ability to comply with covenants in our debt instruments; terrorist incidents; natural disasters; severe weather conditions (including weather or road conditions that limit access to our properties); the effects of environmental and structural building conditions; the effects of disruptions to our information technology and other systems and infrastructure; factors affecting the gaming, entertainment and hospitality industries generally; and other factors identified under the heading “Risk Factors” in our Annual Report or appearing elsewhere in this report and in our other filings with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the filing date of this report. We undertake no obligation to revise or update any forward-looking statements for any reason.
Overview
We own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. Our portfolio comprises eight casino properties located in Nevada and 72 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area.
We completed the sale of our distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to the sale, the results of our distributed gaming operations in Nevada were presented in our Distributed Gaming reportable segment. Refer to “Note 2 — Divestitures” and “Note 11 — Segment Information” in Part I, Item 1: Financial Statements for further information.
On April 22, 2024, we acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired GAP taverns have been included in our Nevada Taverns reportable segment from the date of acquisition.
Operations
As of June 30, 2025, we conducted our business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.
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The following table sets forth certain information regarding our operations by reportable segment as of June 30, 2025:
| Location | Casino Space (Sq. ft.) | Slot Machines | Table Games | Hotel Rooms | ||||||||||||||||||||||||||||
| Nevada Casino Resorts | ||||||||||||||||||||||||||||||||
| The STRAT Hotel, Casino & Tower (“The STRAT”) | Las Vegas, NV | 80,000 | 776 | 39 | 2,429 | |||||||||||||||||||||||||||
| Aquarius Casino Resort (“Aquarius”) | Laughlin, NV | 69,750 | 1,007 | 29 | 1,905 | |||||||||||||||||||||||||||
| Edgewater Casino Resort (“Edgewater”) | Laughlin, NV | 67,600 | 646 | 13 | 1,037 | |||||||||||||||||||||||||||
| Nevada Locals Casinos | ||||||||||||||||||||||||||||||||
| Arizona Charlie’s Boulder | Las Vegas, NV | 41,969 | 592 | — | 303 | |||||||||||||||||||||||||||
| Arizona Charlie’s Decatur | Las Vegas, NV | 67,360 | 699 | 9 | 259 | |||||||||||||||||||||||||||
| Gold Town Casino | Pahrump, NV | 10,000 | 140 | — | — | |||||||||||||||||||||||||||
| Lakeside Casino & RV Park | Pahrump, NV | 11,009 | 166 | — | — | |||||||||||||||||||||||||||
| Pahrump Nugget Hotel Casino (“Pahrump Nugget”) | Pahrump, NV | 22,528 | 342 | 9 | 69 | |||||||||||||||||||||||||||
| Nevada Taverns | ||||||||||||||||||||||||||||||||
72 branded tavern locations | Nevada | — | 1,138 | — | — | |||||||||||||||||||||||||||
| Totals | 370,216 | 5,506 | 99 | 6,002 | ||||||||||||||||||||||||||||
Nevada Casino Resorts
Our Nevada Casino Resorts segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities. The casino resort properties in this segment cater primarily to a regional drive-in customer base seeking a value-oriented vacation experience, with guests typically traveling from Southern California or Arizona. Our casino resort properties in Nevada have a significantly larger number of hotel rooms compared to the other casino properties in our portfolio. While hotel stays at these casino resorts are typically longer, the overall frequency of visitation from guests is lower when compared to our Nevada Locals Casinos.
The STRAT: The STRAT is our premier casino resort property, located on Las Vegas Boulevard on the north end of the Las Vegas Strip. The STRAT is comprised of a casino, a hotel and a tower, which includes indoor and outdoor observation decks, thrill rides and the SkyJump attraction. The STRAT offers hotel rooms, gaming, race and sportsbook facilities in an 80,000 square foot casino, ten restaurants, two rooftop pools, a fitness center, retail shops and entertainment facilities.
Laughlin casinos: We own and operate two casino resorts in Laughlin, Nevada, the Aquarius and the Edgewater, which are located approximately 90 miles from Las Vegas on the western bank of the Colorado River. In addition to hotel rooms, gaming, race and sportsbook facilities at each property, the Aquarius has seven restaurants and the Edgewater offers five restaurants. The Edgewater also offers a bingo facility and dedicated entertainment venues, including the Edge Pavilion and the Laughlin Event Center.
The operations of Colorado Belle Casino Resort have remained suspended since March 2020 and we voluntarily surrendered our gaming license for the property on June 30, 2023.
Nevada Locals Casinos
Our Nevada Locals Casinos segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius of our properties. Our locals casino properties typically experience a higher frequency of customer visits compared to our casino resort properties, with many of our customers visiting our Nevada Locals Casinos on a weekly basis. The casino properties within this reportable segment have no or a limited number of hotel rooms and offer fewer food and beverage outlets or other amenities, with revenues primarily generated from slot machine play.
Arizona Charlie’s casinos: Our Arizona Charlie’s Boulder and Arizona Charlie’s Decatur casino properties primarily serve local Las Vegas gaming patrons and provide an alternative experience to the Las Vegas Strip. In addition to hotel rooms, gaming, race and sportsbook facilities and bingo facilities, Arizona Charlie’s Boulder offers three restaurants and an RV park with 221 RV hook-up sites and Arizona Charlie’s Decatur offers four restaurants.
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Pahrump casinos: We own and operate three casino properties in Pahrump, Nevada, which is located approximately 60 miles from Las Vegas and is a gateway to Death Valley National Park. In addition to gaming and race and sportsbook facilities at each of our Pahrump casino properties, the Pahrump Nugget offers hotel rooms, five restaurants, bingo, a bowling center, and a 5,200 square foot banquet and event center. Our Lakeside Casino & RV Park also offers a restaurant and 159 RV hook-up sites.
Nevada Taverns
Our Nevada Taverns segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages, and are typically limited to 15 slot machines. Most of our branded 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 patrons are typically younger than traditional casino customers, which diversifies our customer demographic. Prior to the sale of our distributed gaming operations in Nevada, we owned and operated the slot machines located within each tavern. Following the sale, slot machines at our branded tavern locations are owned and operated by the independent third party that acquired the distributed gaming operations from us. Accordingly, Golden typically receives a large percentage of the gaming revenue from the tavern slot machines in exchange for allowing the independent third party that acquired the distributed gaming operations to place the slot machines in our taverns. Our tavern brands include PT’s Gold, PT’s Pub, PT’s Ranch, PT’s Place, Sierra Gold, Sierra Junction, Sean Patrick’s, Lucky’s, Great American Pub and SG Bar. As of June 30, 2025, we owned and operated 72 branded taverns, which offered over 1,100 onsite slot machines.
Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and condensed notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2025 and 2024.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Gaming | $ | 78,730 | $ | 78,247 | $ | 158,991 | $ | 165,196 | |||||||||||||||
| Food and beverage | 41,068 | 43,113 | 83,352 | 86,774 | |||||||||||||||||||
| Rooms | 29,424 | 31,422 | 56,593 | 60,822 | |||||||||||||||||||
| Other | 14,398 | 14,552 | 25,527 | 28,589 | |||||||||||||||||||
| Total revenues | 163,620 | 167,334 | 324,463 | 341,381 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Gaming | 20,465 | 20,764 | 41,062 | 47,655 | |||||||||||||||||||
| Food and beverage | 33,776 | 34,300 | 67,719 | 68,476 | |||||||||||||||||||
| Rooms | 15,946 | 16,452 | 31,429 | 32,686 | |||||||||||||||||||
| Other | 4,334 | 2,784 | 7,348 | 6,864 | |||||||||||||||||||
| Selling, general and administrative | 54,566 | 56,087 | 108,704 | 116,074 | |||||||||||||||||||
| Depreciation and amortization | 22,475 | 22,616 | 44,944 | 44,736 | |||||||||||||||||||
| Loss on disposal of assets | 79 | — | 52 | 14 | |||||||||||||||||||
| Loss (gain) on sale of business | — | 792 | — | (68,944) | |||||||||||||||||||
| Preopening expenses | 63 | 4 | 220 | 143 | |||||||||||||||||||
| Total expenses | 151,704 | 153,799 | 301,478 | 247,704 | |||||||||||||||||||
| Operating income | 11,916 | 13,535 | 22,985 | 93,677 | |||||||||||||||||||
| Non-operating expense | |||||||||||||||||||||||
| Interest expense, net | (7,727) | (8,610) | (15,226) | (19,296) | |||||||||||||||||||
| Loss on debt extinguishment and modification | — | (4,446) | — | (4,446) | |||||||||||||||||||
| Total non-operating expense, net | (7,727) | (13,056) | (15,226) | (23,742) | |||||||||||||||||||
| Income before income tax benefit (provision) | 4,189 | 479 | 7,759 | 69,935 | |||||||||||||||||||
| Income tax benefit (provision) | 443 | 144 | (628) | (27,349) | |||||||||||||||||||
| Net income | $ | 4,632 | $ | 623 | $ | 7,131 | $ | 42,586 | |||||||||||||||
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Three and Six Months Ended June 30, 2025 Compared to Three and Six Months Ended June 30, 2024
Revenues
The $3.7 million, or 2%, decrease in revenues for the three months ended June 30, 2025 compared to the prior year period resulted from decreases of $2.0 million each in food and beverage and rooms revenues followed by $0.2 million decrease in other revenues, offset by $0.5 million increase in gaming revenues primarily driven by our Nevada Locals properties. Lower occupancy rates at our Nevada Casino Resorts during the three months ended June 30, 2025 compared to the prior year period resulted in lower food and beverage, rooms, and other revenues. In addition, the year-over-year decrease in other revenues reflected that certain of our taverns during the prior year period operated under a space lease arrangement where we received a fixed monthly rental fee recognized as other revenue. These taverns operated under a participation agreement with revenue recognized as gaming revenues in the prior year period.
The $16.9 million, or 5%, decrease in revenues for the six months ended June 30, 2025 compared to the prior year period resulted from decreases of $6.2 million, $3.4 million, $4.2 million and $3.1 million in gaming, food and beverage, rooms and other revenues, respectively. We experienced lower occupancy rates at Nevada Casino Resorts during the six months ended June 30, 2025 compared to the prior year period, which resulted in lower revenues. In addition, the decrease in gaming revenues for the six months ended June 30, 2025 compared to the prior year period was further impacted by the exclusion of the results of our distributed gaming operations in Nevada following the date of sale on January 10, 2024.
Operating Expenses
The $0.2 million, or 0.3%, increase in operating expenses for the three months ended June 30, 2025 compared to the prior year period related to the increase of $1.5 million in other operating expenses, offset by $0.3 million decrease in gaming expenses and $0.5 million decrease in both food and beverage expenses and rooms expenses. The increase in other operating expenses was primarily due to an increase in hosted events at the Laughlin Event Center and Edge Pavilion. The decreases in gaming, food and beverage, and rooms expenses was primarily driven by lower occupancy rates.
The $8.1 million, or 5%, decrease in operating expenses for the six months ended June 30, 2025 compared to the prior year period related to decreases of $6.6 million, $0.8 million, and $1.2 million in gaming, food and beverage, and rooms expenses, respectively, offset by $0.5 million increase in other operating expenses. The decrease in operating expenses was primarily driven by the year-over-year trends observed for the three months ended June 30, 2025 discussed above. In addition, the decrease in gaming operating expenses was also impacted by the exclusion of the results of our distributed gaming operations in Nevada following the sale on January 10, 2024.
Selling, General and Administrative Expenses
The $1.5 million, or 3%, decrease in selling, general and administrative (“SG&A”) expenses for the three months ended June 30, 2025 compared to the prior year period was primarily attributable to a decrease in costs related to utilities, legal and advertising fees. In addition, we incurred $0.3 million in the transaction costs related to the sale our distributed gaming operations in Nevada during the prior year period.
The $7.4 million, or 6%, decrease in SG&A expenses for the six months ended June 30, 2025 compared to the prior year period was primarily attributable to a decrease in costs related to utilities, legal and advertising fees. In addition, we incurred $2.3 million in the transaction costs related to the sale of our distributed gaming operations in Nevada during the prior year period.
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, payroll expenses and payroll taxes.
Depreciation and Amortization
Depreciation and amortization expenses for the three months ended June 30, 2025 were comparable to the prior year period. The increase in depreciation and amortization expenses of $0.2 million, or 0.5%, for the six months ended June 30, 2025 compared to the prior year period was primarily related to the addition of GAP tavern locations and depreciation of new assets placed in service at our casino properties in 2024.
Loss on Disposal of Assets
The loss on disposal of assets for the three and six months ended June 30, 2025 was primarily driven by disposal of certain assets in our Nevada Resort Casinos and Nevada Locals Casinos segments. Loss on disposal of assets for the three and six months ended June 30, 2024 was primarily driven by the disposal of used equipment in our Nevada Taverns segment.
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Gain on Sale of Business
The gain on sale of business of $68.9 million during the prior year period related to the sale of our distributed gaming operations in Nevada completed on January 10, 2024.
Preopening Expenses
Preopening expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded tavern and casino locations as well as food and beverage and other venues within our casino locations. Preopening expenses for the three and six months ended June 30, 2025 and 2024 were primarily related to our new branded tavern openings within our Nevada Taverns segment.
Non-Operating Expense, Net
The decrease in non-operating expense, net of $5.3 million, or 41%, and $8.5 million, or 36%, for the three and six months ended June 30, 2025, respectively, compared to the corresponding prior year periods was primarily attributable to the decrease in interest expense net of interest income as a result of the reduction in the amount of debt obligations outstanding and a $4.4 million decrease in loss on debt extinguishment and modification primarily due to the write-off of debt issuance costs and discounts as a result of the redemption of all of our 7.625% Senior Notes due 2026 (“2026 Unsecured Notes”) on April 15, 2024. We did not have any debt extinguishment or modification transactions for the three and six months ended June 30, 2025 and did not incur any costs associated with any such transactions during the current year period.
Income Taxes
The effective income tax rates were (10.6)% and 8.1% for the three and six months ended June 30, 2025, respectively, which differed from the federal income tax rate of 21% primarily due to the excess tax benefit on option exercises. The effective income tax rates were (30.1)% and 39.1% for the three and six months ended June 30, 2024, respectively. The effective income tax rate for the three months ended June 30, 2024 differed from the federal income tax rate of 21% primarily due to the excess tax benefit on option exercises, and the effective income tax rate for the six months ended June 30, 2024 differed from the federal income tax rate of 21% primarily due to the tax effect of the sale of our distributed gaming operations in Nevada.
Revenues, Adjusted EBITDA and Adjusted EBITDA Margin by Reportable Segment
We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement our consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA is the primary metric used by our chief operating decision maker and investors in measuring both our past and future expectations of performance. Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to the users of our financial statements by excluding specific expenses and gains that we believe are not indicative of our core operating results. Furthermore, our annual performance plan used to determine compensation for our executive officers and employees is tied to the Adjusted EBITDA metric. Both are also measures 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 our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do.
We define “Adjusted EBITDA” as earnings before depreciation and amortization, non-cash lease benefit or expense, share-based compensation expense, gain or loss on disposal of assets and businesses, loss on debt extinguishment and modification, preopening and related expenses, impairment of assets, interest, income taxes, and other non-cash charges and non-recurring expenses that are deemed to be not indicative of our core operating results. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of reportable segment revenue.
The following table presents our revenues, Adjusted EBITDA and Adjusted EBITDA Margin by reportable segment and our Corporate and Other category reconciled to total revenue and total Adjusted EBITDA along with the reconciliation of total Adjusted EBITDA to our consolidated net income:
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Nevada Casino Resorts | $ | 98,196 | $ | 101,093 | $ | 192,417 | $ | 202,105 | ||||||||||||||||||
| Nevada Locals Casinos | 38,911 | 37,866 | 77,742 | 76,857 | ||||||||||||||||||||||
| Nevada Taverns | 26,255 | 28,152 | 53,725 | 55,959 | ||||||||||||||||||||||
| Distributed Gaming | — | — | — | 6,019 | ||||||||||||||||||||||
| Total reportable segments | 163,362 | 167,111 | 323,884 | 340,940 | ||||||||||||||||||||||
| Corporate and Other | 258 | 223 | 579 | 441 | ||||||||||||||||||||||
| Total revenues | $ | 163,620 | $ | 167,334 | $ | 324,463 | $ | 341,381 | ||||||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||||||||
| Nevada Casino Resorts | $ | 25,970 | $ | 27,392 | $ | 50,739 | $ | 54,283 | ||||||||||||||||||
| Nevada Locals Casinos | 18,063 | 16,928 | 35,928 | 34,464 | ||||||||||||||||||||||
| Nevada Taverns | 5,877 | 7,791 | 13,225 | 15,352 | ||||||||||||||||||||||
| Distributed Gaming | — | — | — | 484 | ||||||||||||||||||||||
| Total reportable segments | 49,910 | 52,111 | 99,892 | 104,583 | ||||||||||||||||||||||
| Corporate and Other | (11,470) | (10,919) | (23,871) | (22,399) | ||||||||||||||||||||||
| Total Adjusted EBITDA | $ | 38,440 | $ | 41,192 | $ | 76,021 | $ | 82,184 | ||||||||||||||||||
| Adjusted EBITDA Margin by reportable segment | ||||||||||||||||||||||||||
| Nevada Casino Resorts | 26 | % | 27 | % | 26 | % | 27 | % | ||||||||||||||||||
| Nevada Locals Casinos | 46 | % | 45 | % | 46 | % | 45 | % | ||||||||||||||||||
| Nevada Taverns | 22 | % | 28 | % | 25 | % | 27 | % | ||||||||||||||||||
| Income before income tax benefit (provision) | $ | 4,189 | $ | 479 | $ | 7,759 | $ | 69,935 | ||||||||||||||||||
| Income tax benefit (provision) | 443 | 144 | (628) | (27,349) | ||||||||||||||||||||||
| Net income | 4,632 | 623 | 7,131 | 42,586 | ||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||
| Depreciation and amortization | 22,475 | 22,616 | 44,944 | 44,736 | ||||||||||||||||||||||
| Non-cash lease benefit | (111) | (148) | (204) | (233) | ||||||||||||||||||||||
| Share-based compensation | 2,214 | 2,450 | 5,276 | 5,719 | ||||||||||||||||||||||
| Loss on disposal of assets | 79 | — | 52 | 14 | ||||||||||||||||||||||
| Loss (gain) on sale of business | — | 792 | — | (68,944) | ||||||||||||||||||||||
| Loss on debt extinguishment and modification | — | 4,446 | — | 4,446 | ||||||||||||||||||||||
| Preopening and related expenses | 63 | 4 | 220 | 143 | ||||||||||||||||||||||
System implementation costs (1) | 209 | — | 278 | — | ||||||||||||||||||||||
| Other, net | 1,595 | 1,943 | 2,470 | 7,072 | ||||||||||||||||||||||
| Interest expense, net | 7,727 | 8,610 | 15,226 | 19,296 | ||||||||||||||||||||||
| Income tax (benefit) provision | (443) | (144) | 628 | 27,349 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 38,440 | $ | 41,192 | $ | 76,021 | $ | 82,184 | ||||||||||||||||||
(1)System implementation costs represent expenses related to the implementation of new enterprise resource planning, finance, payroll and human capital management software.
Nevada Casino Resorts
Revenues decreased by $2.9 million, or 3%, and Adjusted EBITDA decreased by $1.4 million, or 5%, for the three months ended June 30, 2025 compared to the prior year period. The decrease in revenues was primarily due to decreases of $0.1 million, $1.2 million, and $2.0 million in gaming, food and beverage, rooms revenues, respectively, offset by $0.4 million increase in other
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revenues. The decrease in revenues for the three months ended June 30, 2025 was primarily driven by lower occupancy rates at our Nevada Casino Resorts. The decrease in Adjusted EBITDA from the prior year period was primarily due to higher labor costs and lower visitation during the current year period.
Revenues decreased by $9.7 million, or 5%, and Adjusted EBITDA decreased by $3.5 million, or 7%, for the six months ended June 30, 2025 compared to the prior year period. The decrease in revenues was driven by the decreases of $1.7 million, $2.5 million, $4.0 million, and $1.5 million in gaming, food and beverage, rooms, and other revenues, respectively, primarily driven by lower occupancy rates at our Nevada Casino Resorts. The decrease in Adjusted EBITDA from the prior year period was primarily due to higher labor costs and lower visitation during the current year period.
Nevada Locals Casinos
Revenues increased by $1.0 million, or 2.8%, while Adjusted EBITDA increased by $1.1 million, or 7%, for the three months ended June 30, 2025 compared to the prior year period. The increase in revenues was primarily due to increases of $1.1 million and $0.5 million in gaming and other revenues, respectively, offset by decreases of $0.5 million and $0.1 million in food and beverage and rooms revenue, respectively. The increase in gaming revenue for the three months ended June 30, 2025 was primarily attributable to higher slot and bingo revenues. The increase in other revenues was primarily attributable to increased tenant lease revenue during the current year period. The decrease in food and beverage and rooms revenue for the three months ended June 30, 2025 was attributable to the lower occupancy rates compared to the prior year period. The increase in Adjusted EBITDA compared to the prior year period was primarily driven by the reduction in operating expenses during the three months ended June 30, 2025.
Revenues increased by $0.9 million, or 1%, while Adjusted EBITDA increased by $1.5 million, or 4%, for the six months ended June 30, 2025 compared to the prior year period. The increase in revenues was primarily due to increases of $0.9 million and $0.5 million in gaming and other revenues, respectively, offset by decreases of $0.3 million and $0.2 million in food and beverage and rooms revenue, respectively, due to the trends observed for the three months ended June 30, 2025 discussed above. The increase in Adjusted EBITDA compared to the prior year period was primarily driven by the reduction in operating expenses during the six months ended June 30, 2025.
Nevada Taverns
Revenues decreased by $1.9 million, or 7%, and Adjusted EBITDA decreased by $1.9 million, or 25%, for the three months ended June 30, 2025 compared to the prior year period. The decrease in revenues was primarily due to $0.5 million, $0.4 million and $1.0 million decreases in gaming, food and beverage and other revenues, respectively. Our Nevada Taverns experienced lower visitation during the current year period, which impacted revenues for the three months ended June 30, 2025. The year-over-year decrease in other revenues also reflected that certain of our taverns during the prior year period operated under a space lease arrangement where we received a fixed monthly rental fee recognized as other revenue. These taverns operated under a participation agreement with revenue recognized as gaming revenues for the three months ended June 30, 2025. The decrease in Adjusted EBITDA from the prior year period primarily related to higher labor costs and cost of goods in the current year period.
Revenues decreased by $2.2 million, or 4%, and Adjusted EBITDA decreased by $2.1 million, or 14%, for the six months ended June 30, 2025 compared to the prior year period. The decrease in revenues was primarily due to $0.6 million and $2.1 million decreases in food and beverage and other revenues, respectively, offset by an increase of $0.5 million in gaming revenues. Our Nevada Taverns experienced slightly lower visitation during the current year period, which impacted our food and beverages revenues for the six months ended June 30, 2025. The year-over-year decrease in other revenues also reflected that certain of our taverns during the prior year period operated under a space lease arrangement where we received a fixed monthly rental fee recognized as other revenue. These taverns operated under a participation agreement with revenue recognized as gaming revenues for the six months ended June 30, 2025. The decrease in Adjusted EBITDA from the prior year period primarily related to higher labor costs and cost of goods in the current year period.
Distributed Gaming
This reportable segment was comprised of our distributed gaming operations in Nevada sold on January 10, 2024. Refer to “Note 1 — Nature of Business and Basis of Presentation” and “Note 2 — Divestitures” in Part I, Item 1: Financial Statements for further information. The decreases in revenues and Adjusted EBITDA compared to the prior year period reflected the exclusion of results from our distributed gaming operations in Nevada following its date of sale.
Adjusted EBITDA Margin
The Adjusted EBITDA margins for Nevada Casino Resorts and Nevada Locals Casinos reportable segments remained relatively consistent for the three and six months ended June 30, 2025 compared to the prior year periods. The lower Adjusted EBITDA margin in the Nevada Taverns segment for the three and six months ended June 30, 2025 was primarily attributable to increases in
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labor costs and lower visitation compared to the prior year period.
Liquidity and Capital Resources
As of June 30, 2025, we had $52.3 million in cash and cash equivalents. We believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our $240 million revolving credit facility (the “Revolving Credit Facility”) will be sufficient to meet our capital requirements during the next 12 months. As of June 30, 2025, we had borrowing availability of $200 million under our Revolving Credit Facility (refer to “Note 6 — Long-Term Debt, Net and Finance Leases” in Part I, Item 1: Financial Statements for additional information regarding our Revolving Credit Facility). Commencing in February 2024, our Board of Directors has declared a recurring quarterly cash dividend of $0.25 per share of our common stock, the first of which was paid on April 4, 2024. Refer to “Note 7 — Shareholders’ Equity and Stock Incentive Plans” in Part I, Item 1: Financial Statements for further discussion on dividends.
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 by our operations 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 provided by operating activities was $46.0 million and $47.3 million for the six months ended June 30, 2025 and 2024, respectively. The $1.3 million, or 3%, decrease in operating cash flows for the six months ended June 30, 2025 compared to the prior year period was primarily related to the timing of working capital spending.
Net cash used in investing activities of $25.3 million for the six months ended June 30, 2025 was related to capital expenditures, primarily at our Nevada Casino Resorts properties. Net cash provided by investing activities of $163.0 million for the six months ended June 30, 2024 was primarily related to the cash receipts of $204.1 million from the sale of our distributed gaming operations in Nevada in January 2024, offset by $33.8 million in capital expenditures, primarily at The STRAT and $7.3 million spent on the acquisition of GAP.
Net cash used in financing activities was $26.1 million and $319.2 million for the six months ended June 30, 2025 and 2024, respectively. The $293.1 million, or 92%, decrease in net cash used in financing activities during the six months ended June 30, 2025 primarily related to the $276.5 million payment to redeem and repay in full our 2026 Unsecured Notes in April 2024 and a decrease of $7.3 million in the aggregate amount paid for the repurchases of our common stock under our share repurchase program during the six months ended June 30, 2025 compared to the prior year period. In addition, we received $3.2 million in cash proceeds from option exercises during the six months ended June 30, 2024. The decrease in net cash used in financing activities was partially offset by the increase of $6.0 million for cash dividends paid and $1.6 million increase in the amount paid for tax withholdings upon the vesting of RSUs and PSUs during the six months ended June 30, 2025. We also received net proceeds from borrowings under our Revolving Credit Facility of $20 million for the six months ended June 30, 2025.
Long-Term Debt
Refer to “Note 6 — Long-Term Debt, Net and Finance Leases” in Part I, Item 1: Financial Statements for discussion of our debt instruments.
Share Repurchase Program
Share repurchases may be made from time to time in open market transactions, block trades, pursuant to a Rule 10b5-1 trading plan 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. Refer to “Note 7 — Shareholders’ Equity and Stock Incentive Plans” in Part I, Item 1: Financial Statements for additional information regarding our share repurchase program and common stock purchases made pursuant to our share repurchase program.
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
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We 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 intend to fund such capital expenditures through our operating cash flows and Revolving Credit Facility.
Refer to “Note 10 — Commitments and Contingencies” in Part I, Item 1: Financial Statements for additional information regarding commitments and contingencies that may also affect our liquidity.
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 and assumptions 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. We believe that our estimates and assumptions are reasonable, based upon information presently available; however, actual results may differ from these estimates under different assumptions or conditions.
As of the date of the most recent quantitative impairment test performed as of October 1, 2024, the estimated fair value of an indefinite-lived trade name within the Nevada Casino Resorts reportable segment did not significantly exceed its carrying value. To the extent we become aware of new facts and circumstances impacting our operations, we will revise our cash flow projections accordingly, as the estimates of future cash flows are highly dependent upon critical estimates, judgments and assumptions, such as: the valuation methodology, the estimated future cash flows for each of our reporting units, the discount rate, future growth rates, and royalty rates used to calculate the present value of such cash flows. Future adverse changes in projections for future operating results or other key assumptions could lead to future indefinite-lived trade name impairments, which could be material.
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. There were no material changes to our critical accounting policies and estimates during the three and six months ended June 30, 2025.
Seasonality
We believe that our businesses are affected by seasonal factors, including holidays, weather and travel conditions. Our casino properties and branded taverns in Nevada have historically experienced lower revenues during the summer as a result of fewer tourists due to higher temperatures, as well as increased vacation activity by local residents. Our branded taverns typically experience higher revenues during the fall which corresponds with several professional sports seasons. While other factors like unemployment levels and market competition 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 1 — Nature of Business and Basis of Presentation” in Part I, Item 1: Financial Statements for information regarding recently issued accounting pronouncements.
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Regulation and Taxes
Our business is 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 are 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, 2025, our variable rate long-term debt primarily comprised our indebtedness under our senior secured credit facility with JPMorgan Chase Bank, N.A. (the “Credit Facility”) (refer to “Note 6 — Long-Term Debt, Net and Finance Leases” in Part I, Item 1: Financial Statements).
As of June 30, 2025, we had $392 million in principal amount of outstanding Term Loan B-1 borrowings under the Credit Facility and $40 million in principal amount of outstanding borrowings under our Revolving Credit Facility. Our primary interest rate under the Credit Facility is the SOFR rate plus an applicable margin. The weighted-average effective interest rate on our outstanding borrowings under the Credit Facility was 6.60% for both the three and six months ended June 30, 2025. 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 the effects of capitalized interest, by $2.2 million over a twelve-month period.
As of June 30, 2025, we had $52.3 million in cash and cash equivalents.
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 (“CEO”) and Chief Financial Officer (“CFO”), 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 CEO and CFO, of the effectiveness of our disclosure controls and procedures as of June 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025.
During the quarter ended June 30, 2025, 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 II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A discussion of our legal proceedings is contained in “Note 10 — Commitments and Contingencies” 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, 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
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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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchase of Equity
From time to time, we repurchase shares of our common stock pursuant to our share repurchase program authorized by our Board of Directors on July 27, 2023. Share repurchases may be made from time to time in open market transactions, through block trades, pursuant to a Rule 10b5-1 trading plan or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with our finance agreements. Share repurchases may be made at management’s discretion based on market conditions and financial resources and there is no minimum number of shares that we are required to repurchase. The repurchase program may be suspended or discontinued at any time without prior notice.
The following table presents our common stock repurchases for the three months ended June 30, 2025:
Total Number of Shares Purchased (1) | Average Price per Share (2) | Total Number of Shares Purchased as Part of a Publicly Announced Program | Approximate Dollar Value That May Yet Be Purchased Under the Program (in millions) | |||||||||||||||||||||||
| Period | ||||||||||||||||||||||||||
| April 1-30, 2025 | — | $ | — | — | $ | 91.8 | ||||||||||||||||||||
| May 1-31, 2025 | 321,516 | 28.67 | 321,516 | 82.6 | ||||||||||||||||||||||
| June 1-30, 2025 | 192,634 | 28.13 | 192,634 | 77.2 | ||||||||||||||||||||||
| Total | 514,150 | $ | 28.47 | 514,150 | $ | 77.2 | ||||||||||||||||||||
(1) All repurchased shares were retired and constitute authorized but unissued shares. Shares repurchased to settle employee tax withholding related to the vesting of RSUs or exercise of options are not included in the table above.
(2) Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers and includes broker commissions.
For further details, please refer to “Note 7 — Shareholders’ Equity and Stock Incentive Plans” in Part I, Item 1: Financial Statements.
ITEM 5. OTHER INFORMATION
Our directors and officers (as defined in Rule 16a-1(f)) did not adopt terminate
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ITEM 6. EXHIBITS
| Exhibits | Description | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 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) | |||||||
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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 8, 2025 | /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/ VIKTORYIA G. PULLIAM | |||||
| Viktoryia G. Pulliam | |||||
| Senior Vice President and Chief Accounting Officer | |||||
| (Principal Accounting Officer) | |||||
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