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GOLDEN ENTERTAINMENT, INC. - Quarter Report: 2020 June (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended June 30, 2020

OR

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

 

For the transition period from _____ to _____

 

Commission File Number: 000-24993

 

GOLDEN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

 

 

Minnesota

41-1913991

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

 

 

6595 S Jones Boulevard

 

Las Vegas, Nevada

89118

(Address of principal executive offices)

(Zip Code)

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

 

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

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

GDEN

The Nasdaq Stock Market LLC

 

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

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

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

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

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

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

As of August 3, 2020, the registrant had 28,124,174 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 (Unaudited)

1

 

 

 

 

Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019

1

 

 

 

 

Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019

2

 

 

 

 

Consolidated Statement of Shareholders’ Equity for the three and six months ended June 30, 2020 and 2019

3

 

 

 

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019

4

 

 

 

 

Condensed Notes to Consolidated Financial Statements

6

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

19

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

27

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

27

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

28

 

 

 

ITEM 1A.

RISK FACTORS

28

 

 

 

ITEM 6.

EXHIBITS

29

 

 

SIGNATURES

30

 

 

 

 


 

Part I. Financial Information

ITEM 1. FINANCIAL STATEMENTS 

GOLDEN ENTERTAINMENT, INC.

Consolidated Balance Sheets

(In thousands, except per share data)

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

86,159

 

 

$

111,678

 

Accounts receivable, net of allowance of $1,068 and $599, respectively

 

 

13,763

 

 

 

16,247

 

Prepaid expenses

 

 

15,238

 

 

 

19,879

 

Inventories

 

 

6,649

 

 

 

8,237

 

Other

 

 

5,435

 

 

 

4,388

 

Total current assets

 

 

127,244

 

 

 

160,429

 

Property and equipment, net

 

 

1,018,297

 

 

 

1,046,536

 

Operating lease right-of-use assets, net

 

 

188,041

 

 

 

203,531

 

Goodwill

 

 

159,053

 

 

 

184,325

 

Intangible assets, net

 

 

121,260

 

 

 

135,151

 

Other assets

 

 

10,041

 

 

 

10,945

 

Total assets

 

$

1,623,936

 

 

$

1,740,917

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Current portion of long-term debt and finance leases

 

$

7,173

 

 

$

8,497

 

Current portion of operating leases

 

 

33,703

 

 

 

33,883

 

Accounts payable

 

 

39,936

 

 

 

30,146

 

Accrued taxes, other than income taxes

 

 

2,429

 

 

 

7,495

 

Accrued payroll and related

 

 

19,718

 

 

 

27,221

 

Accrued liabilities

 

 

25,465

 

 

 

25,522

 

Total current liabilities

 

 

128,424

 

 

 

132,764

 

Long-term debt, net and finance leases

 

 

1,140,086

 

 

 

1,130,374

 

Non-current operating leases

 

 

169,246

 

 

 

184,301

 

Deferred income taxes

 

 

1,717

 

 

 

1,088

 

Other long-term obligations

 

 

2,423

 

 

 

2,646

 

Total liabilities

 

 

1,441,896

 

 

 

1,451,173

 

Commitments and contingencies (Note 10)

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

Common stock, $.01 par value; authorized 100,000 shares; 28,124 and 27,879 common shares issued and outstanding, respectively

 

 

281

 

 

 

279

 

Additional paid-in capital

 

 

465,123

 

 

 

461,643

 

Accumulated deficit

 

 

(283,364

)

 

 

(172,178

)

Total shareholders’ equity

 

 

182,040

 

 

 

289,744

 

Total liabilities and shareholders’ equity

 

$

1,623,936

 

 

$

1,740,917

 

 

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,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming

 

$

56,677

 

 

$

146,246

 

 

$

183,892

 

 

$

290,038

 

Food and beverage

 

 

10,168

 

 

 

52,104

 

 

 

51,715

 

 

 

101,862

 

Rooms

 

 

5,987

 

 

 

35,514

 

 

 

31,592

 

 

 

66,801

 

Other

 

 

3,142

 

 

 

14,206

 

 

 

15,932

 

 

 

29,261

 

Total revenues

 

 

75,974

 

 

 

248,070

 

 

 

283,131

 

 

 

487,962

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming

 

 

35,231

 

 

 

84,007

 

 

 

113,343

 

 

 

166,355

 

Food and beverage

 

 

9,739

 

 

 

40,216

 

 

 

44,626

 

 

 

78,430

 

Rooms

 

 

4,586

 

 

 

16,008

 

 

 

18,541

 

 

 

30,409

 

Other operating

 

 

1,404

 

 

 

5,160

 

 

 

6,531

 

 

 

11,594

 

Selling, general and administrative

 

 

32,548

 

 

 

56,235

 

 

 

80,158

 

 

 

113,182

 

Depreciation and amortization

 

 

31,930

 

 

 

29,976

 

 

 

63,086

 

 

 

57,241

 

Impairment of goodwill and intangible assets

 

 

21,411

 

 

 

 

 

 

27,872

 

 

 

 

Acquisition and severance expenses

 

 

367

 

 

 

1,123

 

 

 

3,343

 

 

 

2,667

 

Loss on disposal of assets

 

 

702

 

 

 

585

 

 

 

1,291

 

 

 

832

 

Preopening expenses

 

 

9

 

 

 

738

 

 

 

114

 

 

 

1,516

 

Total expenses

 

 

137,927

 

 

 

234,048

 

 

 

358,905

 

 

 

462,226

 

Operating (loss) income

 

 

(61,953

)

 

 

14,022

 

 

 

(75,774

)

 

 

25,736

 

Non-operating expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(16,407

)

 

 

(19,135

)

 

 

(35,153

)

 

 

(37,270

)

Loss on extinguishment and modification of debt

 

 

 

 

 

(9,150

)

 

 

 

 

 

(9,150

)

Change in fair value of derivative

 

 

 

 

 

(1,489

)

 

 

(1

)

 

 

(3,737

)

Total non-operating expense, net

 

 

(16,407

)

 

 

(29,774

)

 

 

(35,154

)

 

 

(50,157

)

Loss before income tax (provision) benefit

 

 

(78,360

)

 

 

(15,752

)

 

 

(110,928

)

 

 

(24,421

)

Income tax (provision) benefit

 

 

(206

)

 

 

1,344

 

 

 

(258

)

 

 

1,995

 

Net loss

 

$

(78,566

)

 

$

(14,408

)

 

$

(111,186

)

 

$

(22,426

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

28,072

 

 

 

27,762

 

 

 

28,001

 

 

 

27,667

 

Dilutive impact of stock options and restricted stock units

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

28,072

 

 

 

27,762

 

 

 

28,001

 

 

 

27,667

 

Net loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(2.80

)

 

$

(0.52

)

 

$

(3.97

)

 

$

(0.81

)

Diluted

 

$

(2.80

)

 

$

(0.52

)

 

$

(3.97

)

 

$

(0.81

)

 

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)

 

 

 

 

 

Additional

 

 

 

 

 

 

Total

 

 

Common stock

 

 

Paid-In

 

 

Accumulated

 

 

Shareholders’

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance, January 1, 2019

 

26,779

 

 

$

268

 

 

$

435,245

 

 

$

(120,361

)

 

$

315,152

 

Cumulative effect, change in accounting for leases, net of tax

 

 

 

 

 

 

 

 

 

 

(12,272

)

 

 

(12,272

)

Issuance of stock on options exercised and restricted stock units vested

 

53

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

4,140

 

 

 

 

 

 

4,140

 

Share issuance related to business combination

 

911

 

 

 

9

 

 

 

16,599

 

 

 

 

 

 

16,608

 

Tax benefit from share-based compensation

 

 

 

 

 

 

 

(288

)

 

 

 

 

 

(288

)

Net loss

 

 

 

 

 

 

 

 

 

 

(8,018

)

 

 

(8,018

)

Balance, March 31, 2019

 

27,743

 

 

$

277

 

 

$

455,696

 

 

$

(140,651

)

 

$

315,322

 

Issuance of stock on options exercised and restricted stock units vested

 

57

 

 

 

1

 

 

 

55

 

 

 

 

 

 

56

 

Share-based compensation

 

 

 

 

 

 

 

2,122

 

 

 

 

 

 

2,122

 

Tax benefit from share-based compensation

 

 

 

 

 

 

 

(3

)

 

 

 

 

 

(3

)

Net loss

 

 

 

 

 

 

 

 

 

 

(14,408

)

 

 

(14,408

)

Balance, June 30, 2019

 

27,800

 

 

$

278

 

 

$

457,870

 

 

$

(155,059

)

 

$

303,089

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Total

 

 

Common stock

 

 

Paid-In

 

 

Accumulated

 

 

Shareholders’

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance, January 1, 2020

 

27,879

 

 

$

279

 

 

$

461,643

 

 

$

(172,178

)

 

$

289,744

 

Issuance of stock on options exercised and restricted stock units vested

 

172

 

 

 

2

 

 

 

 

 

 

 

 

 

2

 

Share-based compensation

 

 

 

 

 

 

 

2,153

 

 

 

 

 

 

2,153

 

Tax benefit from share-based compensation

 

 

 

 

 

 

 

(428

)

 

 

 

 

 

(428

)

Net loss

 

 

 

 

 

 

 

 

 

 

(32,620

)

 

 

(32,620

)

Balance, March 31, 2020

 

28,051

 

 

$

281

 

 

$

463,368

 

 

$

(204,798

)

 

$

258,851

 

Issuance of stock on options exercised and restricted stock units vested

 

73

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

1,755

 

 

 

 

 

 

1,755

 

Net loss

 

 

 

 

 

 

 

 

 

 

(78,566

)

 

 

(78,566

)

Balance, June 30, 2020

 

28,124

 

 

$

281

 

 

$

465,123

 

 

$

(283,364

)

 

$

182,040

 

 

The accompanying 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,

 

 

 

2020

 

 

2019

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net loss

 

$

(111,186

)

 

$

(22,426

)

Adjustments to reconcile net loss to net cash (used in)  provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

63,086

 

 

 

57,241

 

Impairment of goodwill and intangible assets

 

 

27,872

 

 

 

 

Share-based compensation

 

 

3,908

 

 

 

6,262

 

Amortization of debt issuance costs and discounts on debt

 

 

2,236

 

 

 

2,471

 

Loss on disposal of assets

 

 

1,291

 

 

 

832

 

Provision for bad debts

 

 

461

 

 

 

431

 

Loss on extinguishment of debt

 

 

 

 

 

9,150

 

Change in fair value of derivative

 

 

1

 

 

 

3,737

 

Deferred income taxes

 

 

629

 

 

 

(1,995

)

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

2,023

 

 

 

(1,384

)

Income taxes receivable

 

 

(370

)

 

 

193

 

Prepaid expenses

 

 

4,614

 

 

 

(943

)

Inventories and other current assets

 

 

911

 

 

 

(1,203

)

Other assets

 

 

893

 

 

 

379

 

Accounts payable and other accrued expenses

 

 

(1,790

)

 

 

8,715

 

Accrued taxes, other than income taxes

 

 

(5,066

)

 

 

755

 

Other liabilities

 

 

32

 

 

 

(846

)

Net cash (used in) provided by operating activities

 

 

(10,455

)

 

 

61,369

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchase of property and equipment, net of change in construction payables

 

 

(22,224

)

 

 

(53,221

)

Acquisition of business, net of cash acquired

 

 

 

 

 

(148,952

)

Proceeds from disposal of property and equipment

 

 

353

 

 

 

93

 

Other investing activities

 

 

 

 

 

(295

)

Net cash used in investing activities

 

 

(21,871

)

 

 

(202,375

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Repayments of revolving credit facility

 

 

(190,000

)

 

 

(145,000

)

Borrowings under revolving credit facility

 

 

200,000

 

 

 

145,000

 

Repayments of term loan

 

 

 

 

 

(220,000

)

Proceeds from issuance of senior notes

 

 

 

 

 

375,000

 

Repayments of notes payable

 

 

(1,842

)

 

 

(881

)

Principal payments under finance leases

 

 

(925

)

 

 

(829

)

Payments for debt issuance costs

 

 

 

 

 

(6,668

)

Debt extinguishment and modification costs

 

 

 

 

 

(4,763

)

Tax withholding on share-based payments

 

 

(428

)

 

 

(291

)

Proceeds from exercise of common stock

 

 

2

 

 

 

56

 

Net cash provided by financing activities

 

 

6,807

 

 

 

141,624

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

 

(25,519

)

 

 

618

 

Balance, beginning of period

 

 

111,678

 

 

 

116,071

 

Balance, end of period

 

$

86,159

 

 

$

116,689

 

 

4


 

Consolidated Statements of Cash Flows – (Continued)

(In thousands)

(Unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

Supplemental cash flow disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

26,346

 

 

$

28,752

 

Cash received for income taxes, net

 

 

 

 

 

(193

)

Non-cash investing and financing activities

 

 

 

 

 

 

 

 

Payables incurred for capital expenditures

 

$

2,940

 

 

$

9,877

 

Assets acquired under finance lease obligations

 

 

 

 

 

3,352

 

Loss on extinguishment of debt

 

 

 

 

 

4,388

 

Impairment of right-of-use asset

 

 

 

 

 

12,272

 

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

 

 

3,491

 

 

 

36,117

 

Common stock issued in connection with acquisition

 

 

 

 

 

16,608

 

 

 

(1)

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

 

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

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 resort casino operations and distributed gaming (including gaming in the Company’s branded taverns). Unless otherwise indicated, the terms “Golden” and the “Company,” refer to Golden Entertainment, Inc. together with its subsidiaries.

 

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

 

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

 

Las Vegas, Nevada

Arizona Charlie’s Boulder

 

Las Vegas, Nevada

Arizona Charlie’s Decatur

 

Las Vegas, Nevada

Aquarius Casino Resort (“Aquarius”)

 

Laughlin, Nevada

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

 

Laughlin, Nevada

Edgewater Hotel & Casino Resort (“Edgewater”)

 

Laughlin, Nevada

Gold Town Casino

 

Pahrump, Nevada

Lakeside Casino & RV Park

 

Pahrump, Nevada

Pahrump Nugget Hotel Casino (“Pahrump Nugget”)

 

Pahrump, Nevada

Rocky Gap Casino Resort (“Rocky Gap”)

 

Flintstone, Maryland

 

 

(1)

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

 

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

 

Impact of COVID-19

 

In December 2019, an outbreak of COVID-19 began in Wuhan, Hubei Province, China. The disease has since spread rapidly across the world, causing the World Health Organization to declare COVID-19 a pandemic on March 11, 2020. Since that time, people across the globe have been advised to avoid non-essential travel, and steps have been taken by governmental authorities, including in the States in which the Company operates, to implement closures of non-essential operations to contain the spread of the virus. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. Following emergency executive orders issued by the Governors of Nevada, Maryland, and Montana, in the week of March 16, 2020, all of the Company’s properties were temporarily closed to the public and the Company’s Distributed Gaming operations at third-party locations were suspended. The Company’s Distributed Gaming operations in Montana and Nevada resumed on May 4, 2020 and June 4, 2020, respectively, and the Company’s Casino operations in Nevada and Maryland resumed on June 4, 2020 and June 19, 2020, respectively. However, as a result of the impact of the COVID-19 pandemic, the operations of the Colorado Belle remained suspended as of June 30, 2020. While all of the Company’s properties except for Colorado Belle had been re-opened as of June 30, 2020, the Company’s implementation of protocols intended to protect patrons and guests from potential COVID-19 exposure continues to limit the Company’s operations. These measures include enhanced sanitization, public gathering limitations of less than 50% of casino and tavern capacity, patron social distancing requirements, limitations on casino operations, which include disabling electronic gaming machines, and face mask and temperature check requirements for patrons. Certain amenities at the Company’s casinos may remain closed or operate in a limited capacity, including restaurants, bars, and other food and beverage outlets, as well as table games, spas and pools. These measures limit the number of patrons that are able to attend these venues. Subsequent to fiscal quarter end, effective July 10, 2020, the Governor of the State of Nevada issued a new emergency executive order mandating the closure of all bars, pubs, taverns, breweries, distilleries and wineries in seven counties, including Clark County (the location of most of the Company’s branded taverns) (refer to “Note 13 — Subsequent Events”). The Company cannot predict when these restrictions on its operations will be changed or eliminated.

 

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

6


 

million reduction in rent expense for the three and six months ended June 30, 2020. Such rent expense will be recorded in future periods as these deferred payments are paid to the Company’s lessors.

 

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

 

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

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

Basis of Presentation

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

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

Significant Accounting Policies

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

 

Net Loss Per Share

For all periods, basic net loss per share is calculated by dividing net loss by the weighted-average common shares outstanding. Diluted net loss per share in profitable periods reflects the effect of all potentially dilutive common shares outstanding by dividing net loss by the weighted-average of all common and potentially dilutive shares outstanding. Due to the net losses for the three and six months ended June 30, 2020 and 2019, the effect of all potential common share equivalents was anti-dilutive, and therefore, all such shares were excluded from the computation of diluted weighted average shares outstanding for both periods. The amount of potential common share equivalents excluded were 345,655 and 758,984 for three and six months ended June 30, 2020, respectively, and 739,934 and 892,282 for the three and six months ended June 30, 2019, respectively.

 

Reclassification of Prior Year Balances

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

Accounting Standards Issued and Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“Topic 326”). The new guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans and other financial

7


 

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

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

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

 

Accounting Standards Issued but Not Yet Adopted

 

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

No other recently issued accounting standards that are not yet effective have been identified that management believes are likely to have a material impact on the Company’s financial statements.

 

Note 2 – Acquisitions

 

The Company had no material acquisitions for the three and six months ended June 30, 2020.

Laughlin Acquisition

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

 

Note 3 – Property and Equipment, Net

Property and equipment, net, consisted of the following:

 

(In thousands)

 

June 30, 2020

 

 

December 31, 2019

 

Land

 

$

125,240

 

 

$

125,240

 

Building and site improvements

 

 

922,625

 

 

 

880,662

 

Furniture and equipment

 

 

243,452

 

 

 

222,938

 

Construction in process

 

 

9,615

 

 

 

49,869

 

Property and equipment

 

 

1,300,932

 

 

 

1,278,709

 

Accumulated depreciation

 

 

(282,635

)

 

 

(232,173

)

Property and equipment, net

 

$

1,018,297

 

 

$

1,046,536

 

 

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

 

8


 

The Company concluded that the impact of the current COVID-19 pandemic on its operations and financial results is an indicator that impairment may exist related to its long-lived assets. As a result, the Company revised its cash flow projections to reflect the current economic environment, including the uncertainty around the nature, timing and extent of elimination or change of the restrictions on its operations, and utilized such projections in performing an interim qualitative assessment of its property and equipment for potential impairment. The Company completed an undiscounted cash flow analysis for each of its properties based on these revised cash flow projections, and the cash flows were sufficient to recover the Companys assets such that there was no impairment of the Company’s long-lived assets as of June 30, 2020.

 

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

 

Note 4 – Goodwill and Intangible Assets, Net

 

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

 

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

 

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

 

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

 

There was no impairment of the remaining goodwill or other intangible assets for the three and six months ended June 30, 2020. 

The following table summarizes goodwill activity by reportable segment:

 

(In thousands)

 

Casinos

 

 

Distributed

Gaming

 

 

Total

Goodwill

 

Balance, December 31, 2019

 

$

86,466

 

 

$

97,859

 

 

$

184,325

 

Goodwill impairment

 

 

(25,272

)

 

 

 

 

 

(25,272

)

Balance, June 30, 2020

 

$

61,194

 

 

$

97,859

 

 

$

159,053

 

 

9


 

Intangible assets, net, consisted of the following:

 

 

 

June 30, 2020

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Useful Life

 

Carrying

 

 

Cumulative

 

 

 

 

 

 

Intangible

 

(In thousands)

 

(Years)

 

Value

 

 

Amortization

 

 

Impairment

 

 

Assets, Net

 

Indefinite-lived intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names

 

Indefinite

 

$

53,690

 

 

$

 

 

$

(2,600

)

 

$

51,090

 

Gaming licenses

 

Indefinite

 

 

960

 

 

 

 

 

 

 

 

 

960

 

Other

 

Indefinite

 

 

185

 

 

 

 

 

 

 

 

 

185

 

 

 

 

 

 

54,835

 

 

 

 

 

 

(2,600

)

 

 

52,235

 

Amortizing intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

4-16

 

 

81,104

 

 

 

(27,076

)

 

 

 

 

 

54,028

 

Player relationships

 

2-14

 

 

42,989

 

 

 

(33,628

)

 

 

 

 

 

9,361

 

Non-compete agreements

 

2-5

 

 

9,840

 

 

 

(6,426

)

 

 

 

 

 

3,414

 

Gaming license (1)

 

15

 

 

2,100

 

 

 

(999

)

 

 

 

 

 

1,101

 

In-place lease value

 

4

 

 

1,171

 

 

 

(784

)

 

 

 

 

 

387

 

Leasehold interest

 

4

 

 

570

 

 

 

(424

)

 

 

 

 

 

146

 

Other

 

4-25

 

 

1,769

 

 

 

(1,181

)

 

 

 

 

 

588

 

 

 

 

 

 

139,543

 

 

 

(70,518

)

 

 

 

 

 

69,025

 

Balance, June 30, 2020

 

 

 

$

194,378

 

 

$

(70,518

)

 

$

(2,600

)

 

$

121,260

 

 

 

(1)

Relates to Rocky Gap.

 

 

 

December 31, 2019

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

 

 

 

Useful Life

 

Carrying

 

 

Cumulative

 

 

Intangible

 

(In thousands)

 

(Years)

 

Value

 

 

Amortization

 

 

Assets, Net

 

Indefinite-lived intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names

 

Indefinite

 

$

53,690

 

 

$

 

 

$

53,690

 

Gaming licenses

 

Indefinite

 

 

960

 

 

 

 

 

 

960

 

Liquor Licenses

 

Indefinite

 

 

185

 

 

 

 

 

 

185

 

 

 

 

 

 

54,835

 

 

 

 

 

 

54,835

 

Amortizing intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

4-16

 

 

81,105

 

 

 

(24,140

)

 

 

56,965

 

Player relationships

 

2-14

 

 

42,990

 

 

 

(26,649

)

 

 

16,341

 

Non-compete agreements

 

2-5

 

 

9,840

 

 

 

(5,467

)

 

 

4,373

 

Gaming license (1)

 

15

 

 

2,100

 

 

 

(929

)

 

 

1,171

 

In-place lease value

 

4

 

 

1,301

 

 

 

(724

)

 

 

577

 

Leasehold interest

 

4

 

 

570

 

 

 

(345

)

 

 

225

 

Other

 

4-25

 

 

1,814

 

 

 

(1,150

)

 

 

664

 

 

 

 

 

 

139,720

 

 

 

(59,404

)

 

 

80,316

 

Balance, December 31, 2019

 

 

 

$

194,555

 

 

$

(59,404

)

 

$

135,151

 

 

 

(1)

Relates to Rocky Gap.

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

 

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

 

10


 

Note 5 – Accrued Liabilities

 

Accrued liabilities consisted of the following:

 

(In thousands)

 

June 30, 2020

 

 

December 31, 2019

 

Gaming liabilities

 

$

11,918

 

 

$

12,353

 

Interest

 

 

6,362

 

 

 

6,562

 

Other accrued liabilities

 

 

4,156

 

 

 

3,873

 

Deposits

 

 

3,029

 

 

 

2,734

 

Total current accrued liabilities

 

$

25,465

 

 

$

25,522

 

 

Note 6 – Long-Term Debt

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

 

(In thousands)

 

June 30, 2020

 

 

December 31, 2019

 

Revolving Credit Facility

 

$

10,000

 

 

$

 

Term Loan

 

 

772,000

 

 

 

772,000

 

2026 Unsecured Notes

 

 

375,000

 

 

 

375,000

 

Finance lease liabilities

 

 

11,267

 

 

 

12,463

 

Notes payable

 

 

3,717

 

 

 

6,369

 

Total long-term debt and finance leases

 

 

1,171,984

 

 

 

1,165,832

 

Unamortized discount

 

 

(17,240

)

 

 

(18,885

)

Unamortized debt issuance costs

 

 

(7,485

)

 

 

(8,076

)

Total long-term debt and finance leases after debt issuance costs and discount

 

 

1,147,259

 

 

 

1,138,871

 

Current portion of long-term debt and finance leases

 

 

(7,173

)

 

 

(8,497

)

Long-term debt, net and finance leases

 

$

1,140,086

 

 

$

1,130,374

 

 

Senior Secured Credit Facility

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

As of June 30, 2020, the Company had $772 million in principal amount of outstanding Term Loan borrowings under its Credit Facility, no letters of credit outstanding, and $10 million in principal amount of outstanding borrowings under the Revolving Credit Facility, leaving borrowing availability under the Revolving Credit Facility as of June 30, 2020 of $190 million.

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

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

Senior Unsecured Notes

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

The weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facility and the 2026 Unsecured Notes was approximately 5.37% and 5.74% for the three and six months ended June 30, 2020, respectively.

 

Note 7 – Stockholders’ Equity and Stock Incentive Plans

Share Repurchase Program

On March 12, 2019, the Company’s Board of Directors authorized the repurchase of up to $25.0 million additional shares of common stock. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. There is no minimum number of shares that the Company is required to repurchase and the repurchase program

11


 

may be suspended or discontinued at any time without prior notice. As of June 30, 2020, the Company had not repurchased any shares under the March 12, 2019 authorization.

Stock Options

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

 

 

 

Stock Options

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Average

 

 

 

Shares

 

 

Exercise Price

 

Outstanding at January 1, 2020

 

 

3,126,521

 

 

$

11.61

 

Granted

 

 

 

 

$

 

Exercised

 

 

(40,000

)

 

$

2.07

 

Cancelled

 

 

(7,604

)

 

$

13.07

 

Expired

 

 

(176,660

)

 

$

24.11

 

Outstanding at June 30, 2020

 

 

2,902,257

 

 

$

10.98

 

Exercisable at June 30, 2020

 

 

2,724,687

 

 

$

10.84

 

 

 

Share-based compensation expense, net related to stock options was $0.5 million and $1.1 million for the three and six months ended June 30, 2020, respectively, and $0.9 million and $3.4 million for the three and six months ended June 30, 2019, respectively. The Company’s unrecognized share-based compensation expense related to stock options was $1.0 million as of June 30, 2020, which is expected to be recognized over a weighted-average period of 0.6 years. The unrecognized share-based compensation expense related to stock options was $3.6 million as of June 30, 2019, which was expected to be recognized over a weighted-average period of 1.4 years.

 

Restricted Stock Units

 

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

 

 

 

RSUs

 

 

PSUs

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Average Grant

 

 

 

 

 

 

Average Grant

 

 

 

Shares

 

 

Date Fair Value

 

 

Shares (1)

 

 

Date Fair Value

 

Outstanding at January 1, 2020

 

 

661,258

 

 

$

16.44

 

 

 

376,328

 

 

$

20.65

 

Granted

 

 

624,415

 

 

$

9.65

 

 

 

404,880

 

 

$

8.86

 

Vested

 

 

(252,268

)

 

$

17.06

 

 

 

(5,254

)

 

$

28.72

 

Cancelled

 

 

(27,557

)

 

$

17.37

 

 

 

(32,235

)

 

$

28.72

 

Outstanding at June 30, 2020

 

 

1,005,848

 

 

$

12.04

 

 

 

743,719

 

 

$

13.82

 

 

 

(1)

The number of shares for 62,791 of the PSUs included in the outstanding balance at January 1, 2020 represents the actual number of PSUs granted to each recipient that are eligible to vest if the Company meets its performance goals for the applicable period. The number of shares for the remainder of the PSUs included in the outstanding balance at January 1, 2020 and for all of the PSUs granted in 2020 represents the “target” number of PSUs granted to each recipient eligible to vest if the Company meets its “target” performance goals for the applicable period. The actual number of PSUs eligible to vest for those PSUs will vary depending on whether or not the Company meets or exceeds the applicable threshold, target, or maximum performance goals for the PSUs, with 200% of the “target” number of PSUs eligible to vest at “maximum” performance levels.

Additionally, 108,957 of the PSUs included in the outstanding balance at January 1, 2020 represent PSUs granted in March 2018 (the “2018 PSU Awards”). During the first quarter of 2020, the Company’s financial results for the applicable performance goals were certified, with 70.4% of the “target” number of PSUs for the 2018 PSU Awards “earned” based on the Company’s performance, subject to one additional year of time-based vesting. Accordingly, the total number of PSUs granted in the 2018 PSU Awards that are eligible to vest was reduced by 32,235 shares from 108,957 shares to 76,722 shares.

Share-based compensation expense, net related to RSUs was $1.1 million and $2.1 million for the three and six months ended June 30, 2020, respectively, and $1.0 million and $2.1 million for the three and six months ended June 30, 2019, respectively. Share-based compensation expense related to PSUs was $0.2 million and $0.7 million for the three and six months ended June 30, 2020, respectively, and $0.2 million and $0.6 million for the three and six months ended June 30, 2019, respectively.

12


 

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

As of June 30, 2020, a total of 1,529,029 shares of the Company’s common stock remained available for grants of awards under the Golden Entertainment, Inc. 2015 Incentive Award Plan, which includes the annual increase in the number of shares available for grant on January 1, 2020 of 1,066,403 shares.

 

Note 8 – Income Tax

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

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

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

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

 

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.

The carrying values of the Company’s cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the short duration of these financial instruments.

The following table summarizes the fair value measurement of the Company’s long-term debt:

 

 

 

June 30, 2020

 

 

Carrying

 

 

Fair

 

 

Fair Value

(In thousands)

 

Amount

 

 

Value

 

 

Hierarchy

Revolving Credit Facility

 

$

10,000

 

 

$

9,100

 

 

Level 2

Term Loan

 

 

772,000

 

 

 

702,520

 

 

Level 2

2026 Unsecured Notes

 

 

375,000

 

 

 

347,100

 

 

Level 2

Finance lease liabilities

 

 

11,267

 

 

 

11,267

 

 

Level 3

Notes payable

 

 

3,717

 

 

 

3,717

 

 

Level 3

Total debt

 

$

1,171,984

 

 

$

1,073,704

 

 

 

 

13


 

 

 

December 31, 2019

 

 

Carrying

 

 

Fair

 

 

Fair Value

(In thousands)

 

Amount

 

 

Value

 

 

Hierarchy

Term Loan

 

$

772,000

 

 

$

776,806

 

 

Level 2

2026 Unsecured Notes

 

 

375,000

 

 

 

401,250

 

 

Level 2

Finance lease liabilities

 

 

12,463

 

 

 

12,463

 

 

Level 3

Notes payable

 

 

6,369

 

 

 

6,369

 

 

Level 3

Total debt

 

$

1,165,832

 

 

$

1,196,888

 

 

 

 

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

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

 

Note 10 – Commitments and Contingencies

 

Participation and Revenue Share Agreements

The Company enters into slot placement contracts in the form of participation and revenue share agreements. Under participation agreements, the business location holds the applicable gaming license and retains a percentage of the gaming revenue that it generates from the Company’s slots. Under revenue share agreements, the Company pays the business location a percentage of the gaming revenue generated from the Company’s slots placed at the location, rather than a fixed monthly rental fee. The aggregate contingent payments recognized by the Company as gaming expenses under revenue share and participation agreements were $14.0 million and $50.0 million for the three and six months ended June 30, 2020, respectively, including $0.1 million and $0.3 million, respectively, under revenue share and participation agreements with related parties, as described in “Note 12 — Related Party Transactions.” The aggregate contingent payments recognized by the Company as gaming expenses under revenue share and participation agreements were $39.4 million and $77.9 million for the three and six months ended June 30, 2019, respectively, including $0.3 million and $0.5 million, respectively, under the revenue share and participation agreements with related parties.

Legal Matters

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

 

On August 31, 2018, prior guests of The Strat filed a purported class action complaint against the Company in the District Court, Clark County, Nevada, on behalf of similarly situated individuals and entities that paid the Clark County Combined Transient Lodging Tax (“Tax”) on the portion of a resort fee that constitutes charges for Internet access, during the period of February 6, 2014 through the date the alleged conduct ceases. The lawsuit alleged that the Tax was charged in violation of the federal Internet Tax Freedom Act, which imposed a national moratorium on the taxation of Internet access by states and their political subdivisions, and sought, on behalf of the plaintiff and the putative class, damages equal to the amount of the Tax collected on the Internet access component of the resort fee, injunctive relief, disgorgement, interest, fees and costs. All defendants to this matter, including Golden Entertainment, Inc., filed a joint motion to dismiss this matter for lack of merit. The District Court granted this joint motion to dismiss on February 21, 2019. The plaintiffs filed an appeal to the Supreme Court of Nevada on April 10, 2019. The Company, and other defendants, filed an appellate response brief on October 19, 2019. On July 29, 2020 the Supreme Court of the State of Nevada upheld the lower court’s 2019 dismissal of this case.

14


 

On August 5, 2015 a prior employee filed a Charge of Discrimination with the Equal Employment Opportunity Commission (“EEOC”) and subsequently filed an Amended Charge of Discrimination on January 2016 alleging that the Company engaged in disability discrimination under the Americans with Disabilities Act of 1990, as amended. The EEOC has requested financial recovery as well as that the Company update certain policies and procedures. In late 2019 the EEOC issued a Letter of Determination and invited the Company to participate in a mediation on behalf of the plaintiff and similarly situated parties to work toward a resolution of this matter. The Company has agreed to mediation in this matter. No mediation date has yet been set.

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

Note 11 – Segment Information

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

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

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

 

 

 

 

Three Months Ended June 30, 2020

 

(In thousands)

 

Casinos

 

 

Distributed

Gaming

 

 

Corporate and

Other

 

 

Consolidated

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming

 

$

25,210

 

 

$

31,467

 

 

$

 

 

$

56,677

 

Food and beverage

 

 

6,016

 

 

 

4,152

 

 

 

 

 

 

10,168

 

Rooms

 

 

5,987

 

 

 

 

 

 

 

 

 

5,987

 

Other

 

 

2,219

 

 

 

720

 

 

 

203

 

 

 

3,142

 

Total revenues

 

$

39,432

 

 

$

36,339

 

 

$

203

 

 

$

75,974

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(45,979

)

 

$

(5,194

)

 

$

(27,393

)

 

$

(78,566

)

Depreciation and amortization

 

 

25,344

 

 

 

5,902

 

 

 

684

 

 

 

31,930

 

Impairment of goodwill and intangible assets

 

 

21,411

 

 

 

 

 

 

 

 

 

21,411

 

Acquisition and severance expenses

 

 

189

 

 

 

134

 

 

 

44

 

 

 

367

 

Preopening and related expenses (1)

 

 

 

 

 

(1

)

 

 

10

 

 

 

9

 

Asset disposal and other writedowns

 

 

683

 

 

 

24

 

 

 

(5

)

 

 

702

 

Share-based compensation

 

 

 

 

 

 

 

 

1,756

 

 

 

1,756

 

Other, net

 

 

48

 

 

 

41

 

 

 

28

 

 

 

117

 

Interest expense, net

 

 

91

 

 

 

10

 

 

 

16,306

 

 

 

16,407

 

Income tax provision

 

 

 

 

 

 

 

 

206

 

 

 

206

 

Adjusted EBITDA

 

$

1,787

 

 

$

916

 

 

$

(8,364

)

 

$

(5,661

)

 

15


 

 

 

 

Three Months Ended June 30, 2019

 

(In thousands)

 

Casinos

 

 

Distributed

Gaming

 

 

Corporate and

Other

 

 

Consolidated

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming

 

$

72,237

 

 

$

74,009

 

 

$

 

 

$

146,246

 

Food and beverage

 

 

39,049

 

 

 

13,055

 

 

 

 

 

 

52,104

 

Rooms

 

 

35,514

 

 

 

 

 

 

 

 

 

35,514

 

Other

 

 

11,916

 

 

 

2,089

 

 

 

201

 

 

 

14,206

 

Total revenues

 

$

158,716

 

 

$

89,153

 

 

$

201

 

 

$

248,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

22,471

 

 

$

7,347

 

 

$

(44,226

)

 

$

(14,408

)

Depreciation and amortization

 

 

24,052

 

 

 

5,569

 

 

 

355

 

 

 

29,976

 

Acquisition and severance expenses

 

 

101

 

 

 

9

 

 

 

1,013

 

 

 

1,123

 

Preopening and related expenses (1)

 

 

700

 

 

 

660

 

 

 

137

 

 

 

1,497

 

Asset disposal and other writedowns

 

 

511

 

 

 

74

 

 

 

 

 

 

585

 

Share-based compensation

 

 

 

 

 

 

 

 

2,134

 

 

 

2,134

 

Other, net

 

 

81

 

 

 

 

 

 

406

 

 

 

487

 

Interest expense, net

 

 

64

 

 

 

23

 

 

 

19,048

 

 

 

19,135

 

Loss on extinguishment and modification of debt

 

 

 

 

 

 

 

 

9,150

 

 

 

9,150

 

Change in fair value of derivative

 

 

 

 

 

 

 

 

1,489

 

 

 

1,489

 

Income tax benefit

 

 

 

 

 

 

 

 

(1,344

)

 

 

(1,344

)

Adjusted EBITDA

 

$

47,980

 

 

$

13,682

 

 

$

(11,838

)

 

$

49,824

 

 

 

 

 

Six Months Ended June 30, 2020

 

(In thousands)

 

Casinos

 

 

Distributed

Gaming

 

 

Corporate and Other

 

 

Consolidated

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming

 

$

87,115

 

 

$

96,777

 

 

$

 

 

$

183,892

 

Food and beverage

 

 

35,821

 

 

 

15,894

 

 

 

 

 

 

51,715

 

Rooms

 

 

31,592

 

 

 

 

 

 

 

 

 

31,592

 

Other

 

 

12,874

 

 

 

2,652

 

 

 

406

 

 

 

15,932

 

Total revenues

 

$

167,402

 

 

$

115,323

 

 

$

406

 

 

$

283,131

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(48,917

)

 

$

(4,590

)

 

$

(57,679

)

 

$

(111,186

)

Depreciation and amortization

 

 

50,057

 

 

 

11,767

 

 

 

1,262

 

 

 

63,086

 

Impairment of goodwill and intangible assets

 

 

27,872

 

 

 

 

 

 

 

 

 

27,872

 

Acquisition and severance expenses

 

 

2,606

 

 

 

612

 

 

 

125

 

 

 

3,343

 

Preopening and related expenses (1)

 

 

225

 

 

 

(1

)

 

 

115

 

 

 

339

 

Asset disposal and other writedowns

 

 

1,310

 

 

 

(14

)

 

 

(5

)

 

 

1,291

 

Share-based compensation

 

 

 

 

 

 

 

 

4,002

 

 

 

4,002

 

Other, net

 

 

95

 

 

 

238

 

 

 

141

 

 

 

474

 

Interest expense, net

 

 

336

 

 

 

25

 

 

 

34,792

 

 

 

35,153

 

Change in fair value of derivative

 

 

 

 

 

 

 

 

1

 

 

 

1

 

Income tax provision

 

 

 

 

 

 

 

 

258

 

 

 

258

 

Adjusted EBITDA

 

$

33,584

 

 

$

8,037

 

 

$

(16,988

)

 

$

24,633

 

 

16


 

 

 

 

Six Months Ended June 30, 2019

 

(In thousands)

 

Casinos

 

 

Distributed

Gaming

 

 

Corporate and Other

 

 

Consolidated

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming

 

$

143,122

 

 

$

146,916

 

 

$

 

 

$

290,038

 

Food and beverage

 

 

75,491

 

 

 

26,371

 

 

 

 

 

 

101,862

 

Rooms

 

 

66,801

 

 

 

 

 

 

 

 

 

66,801

 

Other

 

 

24,676

 

 

 

4,223

 

 

 

362

 

 

 

29,261

 

Total revenues

 

$

310,090

 

 

$

177,510

 

 

$

362

 

 

$

487,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

45,160

 

 

$

14,953

 

 

$

(82,539

)

 

$

(22,426

)

Depreciation and amortization

 

 

45,695

 

 

 

10,898

 

 

 

648

 

 

 

57,241

 

Acquisition and severance expenses

 

 

387

 

 

 

35

 

 

 

2,245

 

 

 

2,667

 

Preopening and related expenses (1)

 

 

2,354

 

 

 

1,226

 

 

 

149

 

 

 

3,729

 

Asset disposal and other writedowns

 

 

767

 

 

 

65

 

 

 

390

 

 

 

1,222

 

Share-based compensation

 

 

11

 

 

 

5

 

 

 

6,302

 

 

 

6,318

 

Other, net

 

 

92

 

 

 

 

 

 

1,259

 

 

 

1,351

 

Interest expense, net

 

 

116

 

 

 

39

 

 

 

37,115

 

 

 

37,270

 

Loss on extinguishment and modification of debt

 

 

 

 

 

 

 

 

9,150

 

 

 

9,150

 

Change in fair value of derivative

 

 

 

 

 

 

 

 

3,737

 

 

 

3,737

 

Income tax benefit

 

 

 

 

 

 

 

 

(1,995

)

 

 

(1,995

)

Adjusted EBITDA

 

$

94,582

 

 

$

27,221

 

 

$

(23,539

)

 

$

98,264

 

 

 

(1)

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

 

Assets

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

 

(In thousands)

 

Casinos

 

 

Distributed

Gaming

 

 

Corporate and

Other

 

 

Consolidated

 

Balance at June 30, 2020

 

$

1,131,272

 

 

$

448,182

 

 

$

44,482

 

 

$

1,623,936

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2019

 

$

1,204,574

 

 

$

482,294

 

 

$

54,049

 

 

$

1,740,917

 

 

Note 12 – Related Party Transactions

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

 

In November 2018, the Company entered into a lease agreement for office space in a building to be constructed and owned by a company 33% beneficially owned by Mr. Sartini, 5% owned by a trust for the benefit of Mr. Sartini’s immediate family members (including Blake L. Sartini, II) for which Mr. Sartini serves as trustee, and 3% beneficially owned by Mr. Arcana. The lease is intended to commence in 2020 and expires on December 31, 2030. The rent expense for the space is expected to be approximately $0.3 million per year. Additionally, the lease agreement includes a right of first refusal for additional space on the second floor of the building.

17


 

One tavern location that the Company had previously leased from a related party was sold in the second quarter of 2019 to an unrelated third party. The rent expense for the tavern location leased from a related party (for the period in which the lease was with a related party) was less than $0.1 million for the three months ended June 30, 2019 and $0.2 million for the six months ended June 30, 2019. No tavern locations were leased from related parties for the three and six months ended June 30, 2020.

For the three and six months ended June 30, 2020, the Company paid $0.1 million and $0.3 million, respectively, under aircraft time-sharing, co-user and cost-sharing agreements between the Company and Sartini Enterprises, Inc., a company controlled by Mr. Sartini. For the three and six months ended June 30, 2019, the Company paid $0.2 million and $0.4 million, respectively, under the aircraft time-sharing, co-user and cost-sharing agreements. The Company owed no amount under the aircraft time-sharing, co-user and cost-sharing agreements and no amount was owed to the Company under such agreements as of June 30, 2020 and December 31, 2019.

The Company recorded revenues of $0.1 million and $0.3 million for the three and six months ended June 30, 2020, respectively, and gaming expenses of $0.1 million and $0.3 million, respectively, related to the use of the Company’s slots at a distributed gaming location owned in part by Sean T. Higgins, who serves as the Company’s Executive Vice President of Government Affairs. The Company recorded revenues of $0.3 million and $0.6 million for the three and six months ended June 30, 2019, respectively, and gaming expenses of $0.3 million and $0.5 million, respectively, related to the use of the Company’s slots at this distributed gaming location. An insignificant amount was owed to the Company and due and payable by the Company related to this arrangement as of June 30, 2020 and December 31, 2019.

 

Note 13 – Subsequent Events

 

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

 

18


 

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

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

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

Forward-Looking Statements

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

Overview

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

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

 

Impact of COVID-19

 

In December 2019, an outbreak of COVID-19 began in Wuhan, Hubei Province, China. The disease has since spread rapidly across the world, causing the World Health Organization to declare COVID-19 a pandemic on March 11, 2020. Since that time, people across the globe have been advised to avoid non-essential travel, and steps have been taken by governmental authorities, including in the States in which we operate, to implement closures of non-essential operations to contain the spread of the virus. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. Following emergency executive orders issued by the Governors of Nevada, Maryland, and Montana, in the week of March 16, 2020, all of our properties were temporarily closed to the public and our Distributed Gaming operations at third-party

19


 

locations were suspended. Our Distributed Gaming operations in Montana and Nevada resumed on May 4, 2020 and June 4, 2020, respectively, and our Casino operations in Nevada and Maryland resumed on June 4, 2020 and June 19, 2020, respectively. However, as a result of the impact of the COVID-19 pandemic, the operations of the Colorado Belle Hotel & Casino Resort (“Colorado Belle”) remained suspended as of June 30, 2020. While all of our properties except for the Colorado Belle had been re-opened as of June 30, 2020, our implementation of protocols intended to protect patrons and guests from potential COVID-19 exposure continues to limit our operations. These measures include enhanced sanitization, public gathering limitations of less than 50% of casino and tavern capacity, patron social distancing requirements, limitations on casino operations, which include disabling electronic gaming machines, and face mask and temperature check requirements for patrons. Certain amenities at our casinos may remain closed or operate in a limited capacity, including restaurants, bars, and other food and beverage outlets, as well as table games, spas and pools. These measures limit the number of patrons that are able to attend these venues. Subsequent to fiscal quarter end, effective July 10, 2020, the Governor of the State of Nevada issued a new emergency executive order mandating the closure of bars, pubs, taverns, breweries, distilleries, and wineries in seven counties, including Clark County (the location of most of our branded taverns) (see “Note 13 Subsequent Events” in Part I, Item 1: Financial Statements.) We cannot predict when these restrictions on our operations will be changed or eliminated.

 

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

 

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

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

 

Casinos

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

20


 

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

 

 

 

Location

 

Slot

Machines

 

 

Table

Games

 

 

Hotel

Rooms

 

 

Race and

Sport Book

 

 

Bingo (seats)

 

Nevada Casinos

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The STRAT Hotel, Casino & SkyPod

(“The Strat”)

 

Las Vegas, NV

 

 

750

 

 

 

44

 

 

 

2,429

 

 

 

1

 

 

 

 

Arizona Charlie’s Boulder

 

Las Vegas, NV

 

 

815

 

 

 

 

 

 

303

 

 

 

1

 

 

approx. 400

 

Arizona Charlie’s Decatur

 

Las Vegas, NV

 

 

968

 

 

 

10

 

 

 

259

 

 

 

1

 

 

approx. 400

 

Aquarius Casino Resort (“Aquarius”)

 

Laughlin, NV

 

 

1,142

 

 

 

33

 

 

 

1,906

 

 

 

1

 

 

 

 

Colorado Belle Hotel & Casino Resort

(“Colorado Belle”) (1)

 

Laughlin, NV

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Edgewater Hotel & Casino Resort

(“Edgewater”)

 

Laughlin, NV

 

 

680

 

 

 

20

 

 

 

1,052

 

 

 

1

 

 

 

 

Gold Town Casino

 

Pahrump, NV

 

 

211

 

 

 

 

 

 

 

 

 

 

 

 

 

Lakeside Casino & RV Park

 

Pahrump, NV

 

 

164

 

 

 

 

 

 

 

 

 

 

 

approx. 100

 

Pahrump Nugget Hotel Casino

(“Pahrump Nugget”)

 

Pahrump, NV

 

 

323

 

 

 

9

 

 

 

69

 

 

 

1

 

 

approx. 200

 

Maryland Casino

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rocky Gap Casino Resort (“Rocky Gap”)

 

Flintstone, MD

 

 

655

 

 

 

16

 

 

 

198

 

 

 

 

 

 

 

Totals

 

 

 

 

5,708

 

 

 

132

 

 

 

6,216

 

 

 

6

 

 

 

 

 

 

 

(1)

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

*

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

21


 

Distributed Gaming

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

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

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

Results of Operations

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

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(In thousands)

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenues by segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casinos

$

39,432

 

 

$

158,716

 

 

$

167,402

 

 

$

310,090

 

Distributed Gaming

 

36,339

 

 

 

89,153

 

 

 

115,323

 

 

 

177,510

 

Corporate and other

 

203

 

 

 

201

 

 

 

406

 

 

 

362

 

Total revenues

 

75,974

 

 

 

248,070

 

 

 

283,131

 

 

 

487,962

 

Operating expenses by segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casinos

 

19,774

 

 

 

77,236

 

 

 

86,624

 

 

 

150,779

 

Distributed Gaming

 

30,970

 

 

 

67,936

 

 

 

95,879

 

 

 

135,593

 

Corporate and other

 

216

 

 

 

219

 

 

 

538

 

 

 

416

 

Total operating expenses

 

50,960

 

 

 

145,391

 

 

 

183,041

 

 

 

286,788

 

Selling, general and administrative

 

32,548

 

 

 

56,235

 

 

 

80,158

 

 

 

113,182

 

Depreciation and amortization

 

31,930

 

 

 

29,976

 

 

 

63,086

 

 

 

57,241

 

Impairment of goodwill and intangible assets

 

21,411

 

 

 

 

 

 

27,872

 

 

 

 

Acquisition and severance expenses

 

367

 

 

 

1,123

 

 

 

3,343

 

 

 

2,667

 

Loss on disposal of assets

 

702

 

 

 

585

 

 

 

1,291

 

 

 

832

 

Preopening expenses

 

9

 

 

 

738

 

 

 

114

 

 

 

1,516

 

Total expenses

 

137,927

 

 

 

234,048

 

 

 

358,905

 

 

 

462,226

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

(61,953

)

 

 

14,022

 

 

 

(75,774

)

 

 

25,736

 

Non-operating expense, net

 

(16,407

)

 

 

(29,774

)

 

 

(35,154

)

 

 

(50,157

)

Income tax (provision) benefit

 

(206

)

 

 

1,344

 

 

 

(258

)

 

 

1,995

 

Net loss

$

(78,566

)

 

$

(14,408

)

 

$

(111,186

)

 

$

(22,426

)

 

Three and Six Months Ended June 30, 2020 Compared to Three and Six Months Ended June 30, 2019 

Revenues

The $172.1 million, or 69%, decrease in revenues for the three months ended June 30, 2020 compared to the prior year period resulted from decreases of $89.6 million, $41.9 million, $29.5 million and $11.1 million in gaming, food and beverage, room and other revenues, respectively, primarily due to the impact of the temporary closures of all of our properties and suspension of our Distributed Gaming operations as a result of the COVID-19 pandemic.

22


 

The $119.3 million, or 75%, decrease in revenues related to our Casinos segment for the three months ended June 30, 2020 compared to the prior year period resulted primarily from decreases of $47.0 million, $33.0 million, $29.6 million, and $9.7 million in gaming, food and beverage, room and other revenues, respectively, primarily due to the temporary closures of our casino properties as a result of the COVID-19 pandemic.

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

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

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

The $62.2 million, or 35%, decrease in revenues related to our Distributed Gaming segment for the six months ended June 30, 2020 compared to the prior year period resulted primarily from decreases of $50.1 million, $10.5 million, and $1.6 million in gaming, food and beverage and other revenues, respectively, due primarily to the temporary suspension of our Distributed Gaming operations as a result of the COVID-19 pandemic.

 

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

Operating Expenses

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

The $103.8 million, or 36%, decrease in operating expenses for the six months ended June 30, 2020 compared to the prior year resulted primarily from $53.0 million, $33.8 million, $11.9 million and $5.1 million decreases in gaming, food and beverage, room and other expenses, respectively. These operating expense decreases primarily reflect the temporary closures of our casino properties, branded taverns and distributed gaming routes as a result of the COVID-19 pandemic.

Selling, General and Administrative Expenses

The $23.7 million, or 42.1%, decrease in selling, general and administrative (“SG&A”) expenses for the three months ended June 30, 2020 compared to the prior year period was primarily due to the temporary closures of our casino properties, branded taverns and distributed gaming routes as a result of the COVID-19 pandemic, which resulted in a decrease in payroll and other expenses. SG&A expenses are comprised of marketing and advertising, utilities, building rent, maintenance contracts, corporate office overhead, information technology, legal, accounting, third-party service providers, executive compensation, share-based compensation and payroll expenses and payroll taxes.

The $33.2 million, or 29.2%, decrease in SG&A expenses for the six months ended June 30, 2020 compared to the prior year period was primarily due to the temporary closures of our casino properties, branded taverns and distributed gaming routes as a result of the COVID-19 pandemic, which resulted in a decrease in payroll and other expenses.

23


 

Acquisition and Severance Expenses

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

Preopening Expenses

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

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

Depreciation and Amortization

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

Depreciation and amortization expenses for the six months ended June 30, 2020 increased $5.8 million, or 10.2%, compared to the prior year period, primarily due to the depreciation of the assets related to the remodel of The Strat and the amortization of the intangibles related to the Laughlin Acquisition.

Non-Operating Expense, Net

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

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

Income Taxes

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

Non-GAAP Measures

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

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

24


 

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

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(In thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net loss

 

$

(78,566

)

 

$

(14,408

)

 

$

(111,186

)

 

$

(22,426

)

Depreciation and amortization

 

 

31,930

 

 

 

29,976

 

 

 

63,086

 

 

 

57,241

 

Impairment of goodwill and intangible assets

 

 

21,411

 

 

 

 

 

 

27,872

 

 

 

 

Acquisition and severance expenses

 

 

367

 

 

 

1,123

 

 

 

3,343

 

 

 

2,667

 

Preopening and related expenses (1)

 

 

9

 

 

 

1,497

 

 

 

339

 

 

 

3,729

 

Asset disposal and other writedowns

 

 

702

 

 

 

585

 

 

 

1,291

 

 

 

1,222

 

Share-based compensation

 

 

1,756

 

 

 

2,134

 

 

 

4,002

 

 

 

6,318

 

Other, net

 

 

117

 

 

 

487

 

 

 

474

 

 

 

1,351

 

Interest expense, net

 

 

16,407

 

 

 

19,135

 

 

 

35,153

 

 

 

37,270

 

Loss on extinguishment and modification of debt

 

 

 

 

 

9,150

 

 

 

 

 

 

9,150

 

Change in fair value of derivative

 

 

 

 

 

1,489

 

 

 

1

 

 

 

3,737

 

Income tax provision (benefit)

 

 

206

 

 

 

(1,344

)

 

 

258

 

 

 

(1,995

)

Adjusted EBITDA

 

$

(5,661

)

 

$

49,824

 

 

$

24,633

 

 

$

98,264

 

 

 

(1)

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

 

Liquidity and Capital Resources

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

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

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

Cash Flows

Net cash used in operating activities was $10.5 million for the six months ended June 30, 2020, compared to net cash provided by operating activities of $61.4 million for the prior year period. The decrease was primarily due to the impact of the COVID-19 pandemic on our operations (as described above) and the timing of working capital spending.

Net cash used in investing activities was $21.9 million for the six months ended June 30, 2020, compared to $202.4 million for the prior year period. The decrease in net cash used in investing activities reflects the closing of the Laughlin Acquisition and capital expenditures made in 2019, and the deferral of all material capital expenditures in light of the COVID-19 pandemic in 2020.

Net cash provided by financing activities was $6.8 million for the six months ended June 30, 2020, primarily due to the borrowing of $200 million under our Revolving Credit Facility as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic, offset by the repayment of $190 million under our Revolving Credit Facility during the second quarter of 2020. Net cash provided by financing activities was $141.6 million for the six months ended June 30, 2019, primarily due to issuance of the 7.625% Senior Notes due 2026 in April 2019, partially offset by the repayment in full of our $200 million senior secured second lien term loan facility.

 

Long-Term Debt

 

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

 

25


 

Other Items Affecting Liquidity

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

Commitments, Capital Spending and Development

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

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

Share Repurchase Program

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

Other Opportunities

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

Critical Accounting Policies and Estimates

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

 

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

26


 

Commitments and Contractual Obligations

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

Seasonality

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

Recently Issued Accounting Pronouncements

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

Regulation and Taxes

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

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

Off Balance Sheet Arrangements

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

As of June 30, 2020, we had $772 million in principal amount of outstanding borrowings under the Term Loan (defined in “Note 6 — Long-Term Debt” in Part I, Item 1: Financial Statements) and $10 million in principal amount of outstanding borrowings under our Revolving Credit Facility. Our primary interest rate under the Credit Facility is the Eurodollar rate plus an applicable margin. The weighted-average effective interest rate on our outstanding borrowings under the Credit Facility was approximately 3.77% and 4.17% for the three and six months ended June 30, 2020, respectively. Assuming the outstanding balance under our Credit Facility remained constant over a year, a 50 basis point increase in the applicable interest rate would increase interest incurred, prior to effects of capitalized interest, by $3.9 million over a twelve-month period.

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

 

ITEM 4. CONTROLS AND PROCEDURES

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

27


 

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

During the quarter ended June 30, 2020, 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

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

ITEM 1A. RISK FACTORS

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

28


 

ITEM 6. EXHIBITS

 

Exhibits

 

Description

 

 

 

  31.1

 

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

 

 

 

  31.2

 

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

 

 

 

  32.1

 

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

 

 

 

101.INS

 

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

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Calculation Definition Document

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104

 

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

 

 

29


 

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 7, 2020

/s/  BLAKE L. SARTINI

 

Blake L. Sartini

 

Chairman of the Board and Chief Executive Officer

 

(Principal Executive Officer)

 

 

 

/s/  CHARLES H. PROTELL

 

Charles H. Protell

 

President and Chief Financial Officer

 

(Principal Financial Officer)

 

 

 

/s/  THOMAS E. HAAS

 

Thomas E. Haas

 

Senior Vice President of Accounting

 

(Principal Accounting Officer)

 

30