GOLDEN ENTERTAINMENT, INC. [GDEN] Filings

10-Q 1 gden-20230630.htm 10-Q gden-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 10-Q

________________________________________

(Mark One)


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

For the quarterly period ended June 30, 2023


☐			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 of incorporation or organization)			(I.R.S. Employer Identification No.)
6595 S Jones Boulevard
Las Vegas, Nevada			89118
(Address of principal executive offices)			(Zip Code)

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

________________________________________

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GDEN	The Nasdaq Stock Market LLC

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of July 31, 2023, the registrant had 28,863,577 shares of common stock, $0.01 par value per share, outstanding.

GOLDEN ENTERTAINMENT, INC.

FORM 10-Q

INDEX


		Page
PART I.	FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1

	Consolidated Balance Sheets as of June 30 , 2023 and December 31, 2022	1

	Consolidated Statements of Operations for the three and six months ended June 30 , 2023 and 2022	2

	Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30 , 2023 and 2022	3

	Consolidated Statements of Cash Flows for the six months ended June 30 , 2023 and 2022	4

	Condensed Notes to Consolidated Financial Statements	6

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31

ITEM 4.	CONTROLS AND PROCEDURES	31

PART II.	OTHER INFORMATION	32

ITEM 1.	LEGAL PROCEEDINGS	32

ITEM 1A.	RISK FACTORS	32

ITEM 5.	OTHER INFORMATION	32

ITEM 6.	EXHIBITS	33

SIGNATURES		34

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GOLDEN ENTERTAINMENT, INC.

Consolidated Balance Sheets

(In thousands, except per share data)


	June 30, 2023		December 31, 2022
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	120,823	$	136,889
Accounts receivable, net of allowance for credit losses of $1,090 and $775 at June 30, 2023 and December 31, 2022, respectively	12,616		20,495
Prepaid expenses	18,391		25,900
Inventories	7,778		8,117
Other	565		13,610
Assets held for sale	289,810		39,562
Total current assets	449,983		244,573
Property and equipment, net	815,239		840,731
Operating lease right-of-use assets, net	77,717		147,893
Goodwill	80,751		158,396
Intangible assets, net	49,376		89,552
Deferred income tax assets	11,822		11,822
Other assets	9,358		15,703
Total assets	$	1,494,246	$	1,508,670
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt and finance leases	$	1,296	$	555
Current portion of operating leases	13,074		42,200
Accounts payable	18,521		25,168
Accrued payroll and related	17,968		21,227
Accrued liabilities	28,832		33,365
Liabilities related to assets held for sale	69,932		10,187
Total current liabilities	149,623		132,702
Long-term debt, net and non-current finance leases	895,602		900,464
Non-current operating leases	80,517		121,979
Deferred income tax liabilities	53		53
Other long-term obligations	407		552
Total liabilities	1,126,202		1,155,750
Commitments and contingencies (Note 10)
Shareholders’ equity
Common stock, $.01 par value; authorized 100,000 shares; 28,857 and 28,179 common shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	289		282
Additional paid-in capital	471,265		480,060
Accumulated deficit	(103,510)		(127,422)
Total shareholders’ equity	368,044		352,920
Total liabilities and shareholders’ equity	$	1,494,246	$	1,508,670

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

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues
Gaming	$	182,355	$	196,679	$	370,442	$	387,466
Food and beverage	46,534		44,451		92,805		86,907
Rooms	30,918		33,174		61,495		58,920
Other	26,874		15,068		39,990		29,723
Total revenues	286,681		289,372		564,732		563,016
Expenses
Gaming	105,380		109,740		212,306		215,391
Food and beverage	33,645		32,546		67,667		64,003
Rooms	15,359		13,816		30,140		26,290
Other operating	7,905		5,346		11,735		9,322
Selling, general and administrative	67,093		57,287		129,129		118,197
Depreciation and amortization	21,454		25,332		44,962		51,608
(Gain) loss on disposal of assets	(34)		710		(120)		669
Preopening expenses	141		4		525		59
Total expenses	250,943		244,781		496,344		485,539
Operating income	35,738		44,591		68,388		77,477
Non-operating expense
Interest expense, net	(18,803)		(14,738)		(37,039)		(29,856)
Loss on debt extinguishment and modification	(405)		(1,073)		(405)		(1,254)
Total non-operating expense, net	(19,208)		(15,811)		(37,444)		(31,110)
Income before income tax (provision) benefit	16,530		28,780		30,944		46,367
Income tax (provision) benefit	(4,248)		(7,560)		(7,032)		10,919
Net income	$	12,282	$	21,220	$	23,912	$	57,286

Weighted-average common shares outstanding
Basic	28,845		28,877		28,578		28,885
Diluted	30,717		31,633		30,831		31,889
Net income per share
Basic	$	0.43	$	0.73	$	0.84	$	1.98
Diluted	$	0.40	$	0.67	$	0.78	$	1.80

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

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Shareholders’ Equity

(In thousands)

(Unaudited)


	Common stock			Additional Paid-In Capital		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount
Balance, January 1, 2022	28,830	$	288	$	477,829	$	(158,576)	$	319,541
Issuance of stock on options exercised and restricted stock units vested	419	4		—		—		4
Repurchase of common stock	(269)	(2)		—		(15,194)		(15,196)
Share-based compensation	—	—		3,141		—		3,141
Tax benefit from share-based compensation	—	—		(10,298)		—		(10,298)
Net income	—	—		—		36,066		36,066
Balance, March 31, 2022	28,980	$	290	$	470,672	$	(137,704)	$	333,258
Issuance of stock on options exercised and restricted stock units vested	36	—		—		—		—
Repurchase of common stock	(515)	(5)		—		(22,469)		(22,474)
Share-based compensation	—	—		3,295		—		3,295
Tax benefit from share-based compensation	—	—		(271)		—		(271)
Net income	—	—		—		21,220		21,220
Balance, June 30, 2022	28,501	$	285	$	473,696	$	(138,953)	$	335,028


	Common stock			Additional Paid-In Capital		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount
Balance, January 1, 2023	28,179	$	282	$	480,060	$	(127,422)	$	352,920
Issuance of stock on options exercised and restricted stock units vested	658	6		—		—		6
Share-based compensation	—	—		3,290		—		3,290
Tax benefit from share-based compensation	—	—		(15,373)		—		(15,373)
Net income	—	—		—		11,630		11,630
Balance, March 31, 2023	28,837	$	288	$	467,977	$	(115,792)	$	352,473
Issuance of stock on options exercised and restricted stock units vested	20	1		—		—		1
Share-based compensation	—	—		3,288		—		3,288
Net income	—	—		—		12,282		12,282
Balance, June 30, 2023	28,857	$	289	$	471,265	$	(103,510)	$	368,044

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

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities
Net income	$	23,912	$	57,286
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	44,962		51,608
Non-cash lease expense	24		411
Share-based compensation	6,578		6,436
Amortization of debt issuance costs and discounts on debt	2,133		2,236
(Gain) loss on disposal of assets	(120)		669
Provision for credit losses	501		300
Deferred income taxes	—		(16,914)
Loss on debt extinguishment and modification	405		1,254
Changes in operating assets and liabilities:
Accounts receivable	4,652		(139)
Prepaid expenses, inventories and other current assets	16,364		(5,727)
Other assets	515		(1,985)
Accounts payable and other accrued expenses	1,139		(3,279)
Other liabilities	(202)		(1,104)
Net cash provided by operating activities	100,863		91,052
Cash flows from investing activities
Purchase of property and equipment, net of change in accounts payables	(53,946)		(21,015)
Proceeds from disposal of property and equipment	291		102
Net cash used in investing activities	(53,655)		(20,913)
Cash flows from financing activities
Repayments of term loan	(400,000)		(25,000)
Issuance of new term loan	400,000		—
Repurchases of senior notes	—		(37,539)
Repayments of notes payable	(260)		(464)
Principal payments under finance leases	(280)		(266)
Payment for debt extinguishment and modification costs	(7,818)		(12)
Tax withholding on share-based payments	(15,373)		(10,569)
Proceeds from issuance of common stock, net of costs	7		4
Repurchases of common stock	—		(37,670)
Net cash used in financing activities	(23,724)		(111,516)
Change in cash and cash equivalents	23,484		(41,377)
Balance, beginning of period	142,034		220,540
Balance, end of period	$	165,518	$	179,163
Cash and cash equivalents
Cash and cash equivalents	$	120,823	$	179,163
Cash and cash equivalents included in assets held for sale	44,695		—
Balance, end of period	$	165,518	$	179,163


	Six Months Ended June 30,
	2023		2022
Supplemental cash flow disclosures
Cash paid for interest	$	35,518	$	27,418
Cash paid for income taxes	—		6,084
Non-cash investing and financing activities
Payables incurred for capital expenditures	$	2,605	$	3,272
Notes payable incurred for capital expenditures	3,571		—
Loss on debt extinguishment and modification	405		1,254
Operating lease right-of-use assets obtained in exchange for lease obligations	479		6,750

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

GOLDEN ENTERTAINMENT, INC.

Condensed Notes to Consolidated Financial Statements (Unaudited)

Note 1 — Nature of Business and Basis of Presentation

Overview

Golden Entertainment, Inc. and its wholly-owned subsidiaries own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and distributed gaming operations (including gaming in the Company’s branded taverns). The Company’s portfolio includes eight casino properties located in Nevada. The Company’s Nevada Taverns segment is comprised of the operation of its branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. The Company’s distributed gaming operations involve the installation, maintenance and operation of slot machines and amusement devices in third-party non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores in Nevada and Montana. Unless otherwise indicated, the terms “Golden” and the “Company,” refer to Golden Entertainment, Inc. together with its subsidiaries.

The Company conducts its business through five reportable segments: Nevada Casino Resorts, Nevada Locals Casinos, Maryland Casino Resort, Nevada Taverns, and Distributed Gaming. Each reportable segment is comprised of the following properties and operations:


Reportable Segment						Location
Nevada Casino Resorts
The STRAT Hotel, Casino & SkyPod (“The STRAT”)						Las Vegas, Nevada
Aquarius Casino Resort (“Aquarius”)						Laughlin, Nevada
Edgewater Casino Resort (“Edgewater”)						Laughlin, Nevada
Nevada Locals Casinos
Arizona Charlie’s Boulder						Las Vegas, Nevada
Arizona Charlie’s Decatur						Las Vegas, Nevada
Gold Town Casino						Pahrump, Nevada
Lakeside Casino & RV Park						Pahrump, Nevada
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)						Pahrump, Nevada
Maryland Casino Resort
Rocky Gap Casino Resort (“Rocky Gap”) (1)						Flintstone, Maryland
Nevada Taverns
65 branded tavern locations						Nevada
Distributed Gaming
Nevada distributed gaming						Nevada
Montana distributed gaming						Montana

(1) Rocky Gap was sold subsequent to the end of the second quarter, as described below.

On July 25, 2023, the Company completed the sale of Rocky Gap to Century Casinos, Inc. (“Century”) and VICI Properties, L.P. (“VICI”), an affiliate of VICI Properties Inc., for aggregate consideration of $260 million (the “Rocky Gap Transactions”). Specifically, Century acquired the operations of Rocky Gap from Golden for $56.1 million in cash (subject to adjustment based on Rocky Gap’s working capital and cage cash at closing), and VICI acquired the real estate assets relating to Rocky Gap from Golden for $203.9 million in cash. Refer to discussion in “Note 2 — Assets Held for Sale” for further information.

On March 3, 2023, the Company entered into definitive agreements to sell its distributed gaming operations in Nevada and Montana (the “Distributed Gaming Operations”) to J&J Ventures Gaming, LLC (“J&J Gaming”), for aggregate consideration of $322.5 million. Specifically, J&J Gaming will acquire the Company’s Distributed Gaming Operations in Nevada for $213.5 million in cash plus purchased cash, comprised of cash and cash equivalents related to such operations at the time of closing (subject to adjustment based on working capital and purchased cash at closing), and the Company’s Distributed Gaming operations in Montana for $109 million in cash plus purchased cash, comprised of cash and cash equivalents related to such operations at the time of closing (subject to adjustment based on working capital and purchased cash at closing), subject in each case to the conditions and terms set forth therein (the “Distributed Gaming Transactions”). The sale of the Nevada Distributed Gaming Operations is contingent upon the closing of the sale of the Montana Distributed Gaming Operations. The Company expects the Distributed Gaming Transactions to close during the fourth quarter of 2023, subject to the satisfaction or waiver of customary regulatory approvals and closing conditions. Refer to discussion in “Note 2 — Assets Held for Sale” for further information.

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, 2022 and the notes thereto included in the Company’s Annual Report on Form 10-K (the “Annual Report”) previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which included only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented. Results for interim periods should not be considered indicative of the results to be expected for the full year and should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report.

The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Reclassifications were made to the Company’s prior period consolidated financial statements to conform to the current period presentation, where applicable. These reclassifications had no effect on previously reported net income.

Significant Accounting Policies

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and in banks and highly liquid investments with original maturities of three months or less. As of June 30, 2023, the Company had $165.5 million in cash and cash equivalents, which included $44.7 million of cash and cash equivalents related to assets held for sale. Although cash and cash equivalents balances may at times exceed the federal insured deposit limit, the Company believes such risk is mitigated by the quality of the institutions holding such deposits.

Net Income Per Share

Basic net income per share is calculated by dividing net income by the weighted-average common shares outstanding. Diluted net income per share in profitable periods reflects the effect of all potentially dilutive common shares outstanding by dividing net income by the weighted-average of all common and potentially dilutive shares outstanding. In the event of a net loss, diluted shares are not considered because of their anti-dilutive effect. For the three and six months ended June 30, 2023, diluted net income per share excluded the weighted average effect of 74,231 and 4,408 shares of common stock, respectively, related to time-based and performance-based restricted stock units due to such shares being anti-dilutive. No shares of common stock related to time-based and performance-based restricted stock units were anti-dilutive for the three and six months ended June 30, 2022.

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs.

Accounting Standards Issued and Adopted

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU improves the accounting for revenue contracts with customers acquired in a business combination by addressing diversity in practice and inconsistency related to recognition of contract assets and liabilities acquired in a business combination. The provisions of this ASU require that an acquiring entity account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. The Company adopted the standard effective January 1, 2023, and the adoption did not have a material impact on the Company’s financial statements or disclosures.

Management does not believe that any other recently issued accounting standards that are not yet effective are likely to have a material impact on the Company’s financial statements.

Note 2 — Assets Held for Sale

The Company classifies assets as held for sale when a sale is probable, is expected to be completed within one year, and the asset group meets all of the accounting criteria to be classified as held for sale.

As discussed in “Note 1 — Nature of Business and Basis of Presentation,” on July 25, 2023, the Company sold Rocky Gap. The definitive agreements for the Rocky Gap sale were entered into in August 2022 and, as a result, the assets related to the Rocky Gap property were classified as held for sale as of September 30, 2022 and the Company ceased recording depreciation and amortization of the long-lived assets included in the sale from the date of execution of the definitive agreements. Operations of Rocky Gap have historically been presented in the Company’s Maryland Casino Resort reportable segment. The Company incurred $0.3 million in transactions costs since the announcement of the sale, which were recorded in selling, general and administrative expenses during the fourth quarter of 2022 and for the six months ended June 30, 2023. In July 2023, the Company incurred an additional $8.0 million in transaction costs, $1.9 million of which were paid upon closing. Refer to “Note 13 — Subsequent Events” for further information.

As discussed in “Note 1 — Nature of Business and Basis of Presentation,” on March 3, 2023, the Company entered into definitive agreements to sell its Distributed Gaming Operations. The Distributed Gaming Transactions are expected to close during the fourth quarter of 2023, subject to satisfaction or waiver of customary regulatory approvals and closing conditions. As a result, the assets related to the Distributed Gaming Operations were classified as held for sale as of March 31, 2023 and the Company ceased recording depreciation and amortization of the long-lived assets included in the sale from the date of execution of the definitive agreements. Distributed Gaming Operations have historically been presented in the Company’s Distributed Gaming reportable segment.

The carrying amounts of the assets and liabilities held for sale in the Rocky Gap Transactions and Distributed Gaming Transactions consisted of the following:


	June 30, 2023
(In thousands)	Maryland Casino Resort		Distributed Gaming		Total
ASSETS
Current assets
Cash and cash equivalents	$	6,297	$	38,398	$	44,695
Accounts receivables, net	2,027		3,053		5,080
Prepaid expenses	605		1,795		2,400
Inventories	760		—		760
Other	60		2,442		2,502
Total current assets held for sale	9,749		45,688		55,437
Property and equipment, net	24,441		33,868		58,309
Operating lease right-of-use assets, net	5,980		46,326		52,306
Goodwill	—		77,645		77,645
Intangible assets, net	1,064		38,506		39,570
Other assets	2		6,541		6,543
Total assets held for sale	$	41,236	$	248,574	$	289,810
LIABILITIES
Current liabilities
Current portion of long-term debt and finance leases	$	105	$	2,433	$	2,538
Current portion of operating leases	436		24,203		24,639
Accounts payable	1,585		3,630		5,215
Accrued payroll and related	923		1,370		2,293
Other accrued liabilities	2,631		4,758		7,389
Total current liabilities related to assets held for sale	5,680		36,394		42,074
Non-current finance leases	153		—		153
Non-current operating leases	5,206		22,433		27,639
Other long-term obligations	—		66		66
Total liabilities related to assets held for sale	$	11,039	$	58,893	$	69,932

Revenues and pretax income generated by the assets held for sale were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Maryland Casino Resort
Revenues	$	19,605	$	20,546	$	37,733	$	38,438
Pretax income	5,693		6,049		10,810		10,537
Distributed Gaming
Revenues	$	89,084	$	93,225	$	179,485	$	183,993
Pretax income	9,400		8,191		16,943		16,555

Note 3 — Property and Equipment

Property and equipment, net, consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Land	$	125,240	$	125,240
Building and improvements	951,191		923,157
Furniture and equipment	187,550		244,735
Construction in process	16,294		23,224
Property and equipment	1,280,275		1,316,356
Accumulated depreciation	(465,036)		(475,625)
Property and equipment, net	$	815,239	$	840,731

Depreciation expense for property and equipment, including finance leases, was $21.1 million and $43.3 million for the three and six months ended June 30, 2023, respectively, and $23.4 million and $47.8 million for the three and six months ended June 30, 2022, respectively.

The Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Based on the results of its interim impairment assessments conducted during the three and six months ended June 30, 2023 and 2022, the Company concluded that there was no impairment of the Company’s long-lived assets.

Note 4 — Goodwill and Intangible Assets

The Company tests goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Finite-lived intangible assets are evaluated for potential impairment whenever there is an indicator that the carrying value of an asset group may not be recoverable. Based on the results of its interim impairment assessments conducted during the three and six months ended June 30, 2023 and 2022, the Company concluded that there was no impairment of the Company’s goodwill and intangible assets.

The following table summarizes goodwill balances by reportable segment:


(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Maryland Casino Resort		Nevada Taverns		Distributed Gaming		Total Goodwill
Balance, December 31, 2022	$	22,105	$	38,187	$	—	$	20,459	$	77,645	$	158,396
Balance, June 30, 2023	$	22,105	$	38,187	$	—	$	20,459	$	—	$	80,751

Intangible assets, net, consisted of the following:


	June 30, 2023
(In thousands)	Useful Life (Years)	Gross Carrying Value		Cumulative Amortization		Cumulative Impairment		Intangible Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	53,690	$	—	$	(6,890)	$	46,800
		53,690		—		(6,890)		46,800
Amortizing intangible assets
Player relationships	2-14	42,990		(40,777)		—		2,213
Non-compete agreements	2-5	3,957		(3,594)		—		363
Other	4-25	45		(45)		—		—
		46,992		(44,416)		—		2,576
Balance, June 30, 2023		$	100,682	$	(44,416)	$	(6,890)	$	49,376


	December 31, 2022
(In thousands)	Useful Life (Years)	Gross Carrying Value		Cumulative Amortization		Cumulative Impairment		Intangible Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	53,690	$	—	$	(6,890)	$	46,800
		53,690		—		(6,890)		46,800
Amortizing intangible assets
Customer relationships	4-16	81,105		(41,743)		—		39,362
Player relationships	2-14	42,990		(40,455)		—		2,535
Non-compete agreements	2-5	9,840		(9,114)		—		726
Other	4-25	1,366		(1,237)		—		129
		135,301		(92,549)		—		42,752
Balance, December 31, 2022		$	188,991	$	(92,549)	$	(6,890)	$	89,552

Total amortization expense related to intangible assets was $0.4 million and $1.7 million for the three and six months ended June 30, 2023, respectively, and $1.9 million and $3.8 million for the three and six months ended June 30, 2022, respectively.

Note 5 — Accrued Liabilities

Accrued liabilities consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Gaming liabilities	$	10,398	$	10,952
Interest	5,890		6,036
Accrued taxes, other than income taxes	4,896		9,291
Other accrued liabilities	5,419		5,027
Deposits	2,229		2,059
Total current accrued liabilities	$	28,832	$	33,365

Note 6 — Long-Term Debt

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


(In thousands)	June 30, 2023		December 31, 2022
Term Loan B	$	175,000	$	575,000
Term Loan B-1	400,000		—
2026 Unsecured Notes	335,461		335,461
Finance lease liabilities	1,925		2,157
Notes payable	969		90
Total long-term debt and finance leases	913,355		912,708
Unamortized discount	(9,167)		(7,899)
Unamortized debt issuance costs	(7,290)		(3,790)
Total long-term debt and finance leases after debt issuance costs and discount	896,898		901,019
Current portion of long-term debt and finance leases	(1,296)		(555)
Long-term debt, net and finance leases	$	895,602	$	900,464

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 B”) maturing on October 20, 2024 and a $100 million revolving credit facility (the “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 billion. On October 12, 2021, the Company further modified the terms of the Revolving Credit Facility by increasing its size to $240 million and extending the maturity date from October 20, 2022 to April 20, 2024. On May 26, 2023, the Company further modified the terms of the Credit Facility by (1) extending the maturity date of the existing Revolving Credit Facility from April 20, 2024 to the earlier of May 26, 2028 and 91 days prior to April 15, 2026, the stated maturity date of the Company’s 7.625% Senior Notes due 2026 (“2026 Unsecured Notes”), for so long as any indebtedness remains outstanding under the 2026 Unsecured Notes (the “Springing Maturity Date”), and (2) establishing a new senior secured term loan B-1 credit facility (the “Term Loan B-1”) in the amount of $400 million with a maturity date of the earlier of May 26, 2030 and the Springing Maturity Date, which was fully drawn at closing with the proceeds thereof used to repay a portion of the Company’s existing Term Loan B. The Company incurred $10 million in fees and recorded a non-cash charge of $0.4 million for the debt issuance costs and discount related to the Term Loan B as a result of the 2023 modification of the Credit Facility. The Company recognized $8 million of the debt issuance costs for the 2023 modification of the Credit Facility, which will be amortized over the terms of the Term Loan B-1 facility and Revolving Credit Facility.

Under the Credit Facility, as amended in May 2023: (a) the Term Loan B bears interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.75%), plus a margin of 2.00% or (2) the LIBOR rate for the applicable interest period (subject to a floor of 0.75%), plus a margin of 3.00%, (b) the Term Loan B-1 bears interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.50%), plus a margin of 1.75% or (2) the Term SOFR rate for the applicable interest period plus a credit spread adjustment of 0.10% (subject to a floor of 0.50%), plus a margin of 2.75%, and (c) borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.00%), plus a margin ranging from 1.00% to 1.50% based on the Company’s net leverage ratio, or (2) the Term SOFR rate for the applicable interest period plus a credit spread adjustment of 0.10%, plus a margin ranging from 2.00% to 2.50% based on the Company’s net leverage ratio.

The weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facility was 7.97% and 7.75% for the three and six months ended June 30, 2023, respectively.

As of June 30, 2023, the Company had $175 million in principal amount of outstanding Term Loan B borrowings, $400 million in principal amount of outstanding Term Loan B-1 borrowings, no outstanding letters of credit and no borrowings under the Revolving Credit Facility, such that the full borrowing availability of $240 million under the Revolving Credit Facility was available to the Company. On July 26, 2023, the Company used a portion of the net cash proceeds from the sale of Rocky Gap to repay in full and discharge the Term Loan B under the Credit Facility. Due to multiple prepayments of the Term Loan B principal made by the Company under the Credit Facility, the Company is not required to make any quarterly installment payments under the Term Loan B-1 facility prior to maturity.

The Company recorded a non-cash charge of $0.2 million for the accelerated amortization of the debt issuance costs and discount related to the prepayment of the Term Loan B for the six months ended June 30, 2022.

The Company was in compliance with its financial and other covenants under the Credit Facility as of June 30, 2023.

Senior Unsecured Notes

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

During the six months ended June 30, 2022, the Company repurchased $37.5 million in principal amount of 2026 Unsecured Notes in open market transactions and recorded a non-cash charge in the amount of $1.1 million for accelerated amortization of the debt issuance costs and discount related to the repurchase of 2026 Unsecured Notes. The Company repurchased an additional $2.0 million in principal amount of 2026 Unsecured Notes in open market transactions during the remainder of 2022, thereby reducing the final principal payment due at maturity to $335.5 million.

Note 7 — Shareholders’ Equity and Stock Incentive Plans

Share Repurchase Program

On August 3, 2021, the Company’s Board of Directors authorized a share repurchase program of $50 million, which was re-authorized on May 3, 2022 and subsequently increased to $75 million on November 1, 2022. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. There is no minimum number of shares that the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. As of June 30, 2023, the Company had $61.5 million of remaining share repurchase availability under its November 1, 2022 authorization. On July 27, 2023, the Company’s Board of Directors increased its share repurchase program to $100 million.

The Company did not repurchase any of its shares during the three and six months ended June 30, 2023. The following table includes the Company’s share repurchase activity for the three and six months ended June 30, 2022:


	Three Months Ended June 30,		Six Months Ended June 30,
	2022		2022
(In thousands, except per share data)
Shares repurchased (1)	515		784
Total cost, including brokerage fees	$	22,474	$	37,670
Average repurchase price per share (2)	$	43.63	$	50.08

(1)All repurchased shares were retired and constitute authorized but unissued shares.

(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.

Stock Options

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


	Stock Options
	Shares	Weighted-Average Exercise Price
Outstanding at January 1, 2023	2,071,994	$	11.35
Granted	—	$	—
Exercised	(41,140)	$	16.37
Cancelled	—	$	—
Expired	—	$	—
Outstanding at June 30, 2023	2,030,854	$	11.25
Exercisable at June 30, 2023	2,030,854	$	11.25

There was no share-based compensation expense related to stock options for the three and six months ended June 30, 2023 and 2022. The Company did not have any remaining unrecognized share-based compensation expense related to stock options as of June 30, 2023 and 2022.

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
	Shares	Weighted-Average Grant Date Fair Value		Shares (1)		Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2023	547,671	$	26.09	1,076,159	(2)	$	17.17
Granted	159,043	$	42.17	114,898	(1)	$	41.92
Vested	(285,179)	$	22.79	(733,574)	(3)	$	8.86
Cancelled	—	$	—	(8,699)	(4)	$	53.51
Outstanding at June 30, 2023	421,535	$	34.38	448,784		$	36.40

(1) The number of shares for the PSUs listed as granted represents the “target” number of PSUs granted to each recipient eligible to vest if the Company meets its “target” performance goals for the applicable period. The actual number of PSUs eligible to vest for those PSUs will vary depending on whether or not the Company meets or exceeds the applicable threshold, target, or maximum performance goals for the PSUs, with 200% of the “target” number of PSUs eligible to vest at “maximum” performance levels.

(2) Includes PSUs granted in March 2020 and March 2021 at 200% of the target and PSUs granted in March 2022 at target.

(3) Represents PSUs granted in March 2020 that vested in March 2023 at 200% of the target PSUs.

(4) The Company’s financial results for the applicable performance goals were certified during the three months ended March 31, 2023 and 89.6% of the target PSUs granted in March 2022 were deemed “earned.” This resulted in the reduction of the PSUs granted in March 2022 to the number of PSUs eligible to vest from 83,579 to 74,880.

Share-based compensation expense related to RSUs was $1.9 million and $3.7 million for the three and six months ended June 30, 2023, respectively, and $1.8 million and $3.3 million for the three and six months ended June 30, 2022, respectively. Share-based compensation expense related to PSUs was $1.4 million and $2.9 million for the three and six months ended June 30, 2023, respectively, and $1.5 million and $3.1 million for the three and six months ended June 30, 2022, respectively.

As of June 30, 2023, there was $11.2 million and $8.4 million of unrecognized share-based compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of 1.6 years and 1.4 years for RSUs and PSUs, respectively. As of June 30, 2022, there was $11.8 million and $9.8 million of unrecognized share-based compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of 2.0 years for both RSUs and PSUs.

As of June 30, 2023, a total of 3,988,688 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, 2023 of 1,127,160 shares.

Note 8 — Income Tax

The Company’s effective income tax rates were 25.7% and 22.7% for the three and six months ended June 30, 2023, respectively, and 26.3% and (23.5)% for the three and six months ended June 30, 2022, respectively. The Company recorded income tax expense of $4.2 million and $7.0 million for the three and six months ended June 30, 2023, respectively. The Company recorded income tax expense of $7.6 million for the three months ended June 30, 2022 and income tax benefit of $10.9 million for the six months ended June 30, 2022.

The Company performs a continuing evaluation of its deferred tax asset valuation allowance on a quarterly basis. During the three months ended March 31, 2022, the Company concluded that it was more likely than not that the Company would generate sufficient taxable income within the applicable net operating loss carry-forward periods to realize a portion of its deferred tax assets, which resulted in a partial reversal of the deferred tax asset valuation allowance in that period. The partial reversal of the deferred tax asset valuation allowance during the three months ended March 31, 2022 resulted in the negative effective income tax rate and income tax benefit for the six months ended June 30, 2022. The effective income tax rate and the income tax expense

for the three and six months ended June 30, 2023 differed from the federal tax rate of 21% primarily due to the limitation on tax deductions for executive compensation in excess of $1 million under Section 162(m) of the Internal Revenue Code.

As of June 30, 2023, the Company’s 2017 and 2018 federal tax returns were under audit by the IRS.

As of June 30, 2023 and December 31, 2022, the Company had no material uncertain tax positions.

Note 9 — Financial Instruments and Fair Value Measurements

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

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

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

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

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

Financial Instruments

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

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


	June 30, 2023
(In thousands)	Carrying Amount		Fair Value		Fair Value Hierarchy
Term Loan B	$	175,000	$	175,438	Level 2
Term Loan B-1	400,000		400,000		Level 2
2026 Unsecured Notes	335,461		335,998		Level 2
Finance lease liabilities	1,925		1,925		Level 3
Notes payable	969		969		Level 3
Total debt	$	913,355	$	914,330


	December 31, 2022
(In thousands)	Carrying Amount		Fair Value		Fair Value Hierarchy
Term Loan B	$	575,000	$	575,000	Level 2
2026 Unsecured Notes	335,461		330,630		Level 2
Finance lease liabilities	2,157		2,157		Level 3
Notes payable	90		90		Level 3
Total debt	$	912,708	$	907,877

The estimated fair value of the Company’s Term Loan B, Term Loan B-1 and 2026 Unsecured Notes is based on a relative value analysis performed as of June 30, 2023 and December 31, 2022. The finance lease liabilities and notes payable are fixed-rate debt, are not traded and do not have observable market inputs, and therefore, their fair value is estimated to be equal to the carrying value.

Note 10 — Commitments and Contingencies

Participation Agreements

The Company enters into certain slot placement contracts in the form of participation agreements. Under participation agreements, the Company and the business location each hold a state issued gaming license in order to be able to receive a percentage of gaming revenue earned on the Company’s slot machines. The business location retains a percentage of the gaming revenue generated from the Company’s slot machines. The Company is considered to be the principal in these arrangements and therefore, records its share of revenue generated under participation agreements on a gross basis with the business location’s share of revenue recorded as gaming expenses.

The aggregate contingent payments recognized by the Company as gaming expenses under participation agreements were $52.9 million and $106.2 million for the three and six months ended June 30, 2023, respectively, and $55.2 million and $108.0 million for the three and six months ended June 30, 2022, respectively.

Legal Matters and Other

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

During the three months ended June 30, 2023, the Company received $8.1 million related to the sale of certain of its business interruption claims and incurred $2.4 million in fees related to this matter. The proceeds from the sale were included in other revenue and the fees were included in selling, general and administrative expenses in the Company’s statement of operations.

Note 11 — Segment Information

The Company conducts its business through five reportable segments: Nevada Casino Resorts, Nevada Locals Casinos, Maryland Casino Resort, Nevada Taverns, and Distributed Gaming.

The Nevada Casino Resorts segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities. The casino resort properties in this segment cater primarily to a regional drive-in customer base seeking a value-oriented vacation experience, with guests typically traveling from Southern California or Arizona. The Company’s casino resort properties in Nevada have a significantly larger number of hotel rooms compared to the other casino properties in its portfolio. While hotel stays at these casino resorts are typically longer, the overall frequency of visitation from guests is lower when compared to the Nevada Locals Casinos.

The Nevada Locals Casinos segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius. The Company’s locals casino properties typically experience a higher frequency of customer visits compared to its casino resort properties in Nevada and Maryland, with many of the customers visiting the Company’s Nevada Locals Casinos on a weekly basis. The casino properties within this reportable segment have no or a limited number of hotel rooms and offer fewer food and beverage outlets or other amenities, with revenues primarily generated from slot machine play.

The Maryland Casino Resort segment was comprised of the Rocky Gap casino resort, which is geographically disparate from the Company’s Nevada properties, operates in a separate regulatory jurisdiction and has only a limited number of hotel rooms compared to the Nevada Casino Resorts. On July 25, 2023, Rocky Gap was sold for aggregate cash consideration of $260 million, subject to adjustments. Refer to “Note 13 — Subsequent Events” for further information.

The Nevada Taverns segment is comprised of branded tavern locations, where the Company controls the food and beverage operations as well as the slot machines located within the tavern. The Company’s branded taverns offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages, and are typically limited to 15 slot machines.

The Distributed Gaming segment is comprised of the operation of slot machines and amusement devices in nearly 1,000 third party non-casino locations, such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores, across Nevada and Montana with a limited number of slot machines in each location. Distributed Gaming operations cater to local residents with

high frequency visitation to these locations. The Company places its slot machines and amusement devices in locations where it believes they will receive maximum customer traffic. As discussed in “Note 1 — Nature of Business and Basis of Presentation” and “Note 2 — Assets Held for Sale,” on March 3, 2023, the Company entered into definitive agreements to sell the Distributed Gaming Operations and classified the assets related to Distributed Gaming as held for sale as of March 31, 2023. The sale of the Nevada Distributed Gaming Operations is contingent upon the closing of the sale of the Montana Distributed Gaming Operations. The Company expects the Distributed Gaming Transactions to close during the fourth quarter of 2023, subject to the satisfaction or waiver of customary regulatory approvals and closing conditions.

The Corporate and Other segment includes the Company’s cash and cash equivalents, miscellaneous receivables and corporate overhead. Costs recorded in the Corporate and Other segment have not been allocated to the Company’s reportable segments because these costs are not easily allocable and to do so would not be practical.

The Company presents Adjusted EBITDA in its segment disclosures because it is the primary metric used by the Company’s chief operating decision makers in measuring both the Company’s past and future expectations of performance. Further, the Company’s annual performance plan used to determine compensation of its executive officers and employees is tied to the Adjusted EBITDA metric. Adjusted EBITDA represents each segment’s earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, impairment of goodwill and intangible assets, severance expenses, preopening and related expenses, gain or loss on disposal of assets, share-based compensation expenses, non-cash lease expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results, calculated before corporate overhead (which is not allocated to each reportable segment).

Due to the Company’s use of Adjusted EBITDA as its measure of profit for its reportable segments, the Company includes a reconciliation of the total of the Company’s consolidated Adjusted EBITDA to the Company’s consolidated net income determined in accordance with GAAP. The Company also discloses Adjusted EBITDA at the reportable segment level, as set forth in the table below:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Revenues
Nevada Casino Resorts
Gaming	$	38,625	$	46,114	$	80,918	$	90,344
Food and beverage	24,473		23,123		48,704		44,507
Rooms	26,353		28,573		52,563		50,602
Other	13,111		9,688		20,553		18,480
Nevada Casino Resorts revenues	$	102,562	$	107,498	$	202,738	$	203,933
Nevada Locals Casinos
Gaming	$	28,796	$	29,048	$	58,445	$	58,429
Food and beverage	6,564		6,301		13,255		12,480
Rooms	2,416		2,529		5,238		4,773
Other	2,053		1,907		4,129		3,992
Nevada Locals Casinos revenues	$	39,829	$	39,785	$	81,067	$	79,674
Maryland Casino Resort
Gaming	$	14,421	$	15,456	$	28,935	$	29,913
Food and beverage	2,348		2,222		4,214		3,870
Rooms	2,149		2,072		3,694		3,545
Other	687		796		890		1,110
Maryland Casino Resort revenues	$	19,605	$	20,546	$	37,733	$	38,438
Nevada Taverns
Gaming	$	13,187	$	14,289	$	26,212	$	28,611
Food and beverage	12,962		12,630		26,267		25,683
Other	1,170		1,225		2,433		2,304
Nevada Taverns revenue	$	27,319	$	28,144	$	54,912	$	56,598
Distributed Gaming
Gaming	$	87,326	$	91,772	$	175,932	$	180,169
Food and beverage	187		175		365		367
Other	1,571		1,278		3,188		3,457
Distributed Gaming revenues	$	89,084	$	93,225	$	179,485	$	183,993
Corporate and other	8,282		174		8,797		380
Total revenues	$	286,681	$	289,372	$	564,732	$	563,016


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Adjusted EBITDA
Nevada Casino Resorts	$	28,044	$	38,892	$	59,755	$	72,467
Nevada Locals Casinos	19,471		19,795		39,631		39,833
Maryland Casino Resort	5,898		7,242		11,026		12,814
Nevada Taverns	8,450		10,654		16,988		21,430
Distributed Gaming	9,950		11,540		19,734		22,817
Corporate and other	(13,403)		(13,107)		(26,557)		(27,020)
Total Adjusted EBITDA	58,410		75,016		120,577		142,341
Adjustments
Depreciation and amortization	(21,454)		(25,332)		(44,962)		(51,608)
Non-cash lease expense	9		(230)		(24)		(411)
Share-based compensation	(3,288)		(3,311)		(7,181)		(6,983)
Gain (loss) on disposal of assets	34		(710)		120		(669)
Loss on debt extinguishment and modification	(405)		(1,073)		(405)		(1,254)
Preopening and related expenses (1)	(141)		(4)		(525)		(59)
Other, net	2,168		(838)		383		(5,134)
Interest expense, net	(18,803)		(14,738)		(37,039)		(29,856)
Income tax (provision) benefit	(4,248)		(7,560)		(7,032)		10,919
Net Income	$	12,282	$	21,220	$	23,912	$	57,286

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

Assets

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


(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Maryland Casino Resort		Nevada Taverns		Distributed Gaming		Corporate and Other		Consolidated
Balance at June 30, 2023	$	780,041	$	159,834	$	41,236	$	134,849	$	248,574	$	129,712	$	1,494,246

Balance at December 31, 2022	$	784,242	$	164,580