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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 March 31, 2025


☐			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 April 28, 2025, the registrant had 26,435,285 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 March 31, 2025 and December 31, 2024	1

	Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	2

	Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2025 and 2024	3

	Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 5 and 202 4	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	28

PART II.	OTHER INFORMATION	28

ITEM 1.	LEGAL PROCEEDINGS	28

ITEM 1A.	RISK FACTORS	28

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	28

ITEM 5.	OTHER INFORMATION	29

ITEM 6.	EXHIBITS	30

SIGNATURES		31

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GOLDEN ENTERTAINMENT, INC.

Consolidated Balance Sheets

(In thousands, except per share data)


	March 31, 2025		December 31, 2024
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	50,495	$	57,725
Accounts receivable, net of allowance for credit losses of $153 and $97 at March 31, 2025 and December 31, 2024, respectively	15,473		13,176
Prepaid expenses and other	22,321		24,883
Inventories	7,888		8,008
Total current assets	96,177		103,792
Property and equipment, net	740,848		750,894
Operating lease right-of-use assets, net	74,895		78,467
Goodwill	86,540		86,540
Intangible assets, net	52,717		53,387
Other assets	6,906		6,826
Total assets	$	1,058,083	$	1,079,906
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt and finance leases	$	5,321	$	5,308
Current portion of operating leases	15,016		15,128
Accounts payable	18,538		21,692
Income tax payable	13,415		12,344
Accrued payroll and related	18,902		16,878
Accrued liabilities	29,838		29,637
Total current liabilities	101,030		100,987
Long-term debt, net and non-current finance leases	399,277		405,278
Non-current operating leases	74,690		78,328
Deferred income tax liabilities	20,915		20,915
Other long-term obligations	133		171
Total liabilities	596,045		605,679
Commitments and contingencies (Note 10)
Shareholders’ equity
Common stock, $.01 par value; authorized 100,000 shares; 26,435 and 26,511 common shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	264		265
Additional paid-in capital	481,368		481,810
Accumulated deficit	(19,594)		(7,848)
Total shareholders’ equity	462,038		474,227
Total liabilities and shareholders’ equity	$	1,058,083	$	1,079,906

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

Table of Contents

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)


	Three Months Ended March 31,
	2025		2024
Revenues
Gaming	$	80,261	$	86,949
Food and beverage	42,284		43,661
Rooms	27,169		29,400
Other	11,129		14,037
Total revenues	160,843		174,047
Expenses
Gaming	20,597		26,891
Food and beverage	33,943		34,176
Rooms	15,483		16,234
Other	3,014		4,080
Selling, general and administrative	54,138		59,987
Depreciation and amortization	22,469		22,120
(Gain) loss on disposal of assets	(27)		14
Gain on sale of business	—		(69,736)
Preopening expenses	157		139
Total expenses	149,774		93,905
Operating income	11,069		80,142
Non-operating expense
Interest expense, net	(7,499)		(10,686)
Total non-operating expense, net	(7,499)		(10,686)
Income before income tax provision	3,570		69,456
Income tax provision	(1,071)		(27,493)
Net income	$	2,499	$	41,963

Weighted-average common shares outstanding
Basic	26,512		28,724
Diluted	27,801		30,679
Net income per share
Basic	$	0.09	$	1.46
Diluted	$	0.09	$	1.37

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

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GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Shareholders’ Equity

(In thousands)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Total Shareholders’ Equity
	Shares	Amount
Balance, January 1, 2024	28,669	$	287	$	475,970	$	61,476	$	537,733
Issuance of stock on options exercised and restricted stock units vested	280	3		—		—		3
Share-based compensation	—	—		3,041		—		3,041
Tax benefit from share-based compensation	—	—		(5,881)		—		(5,881)
Dividend payable	—	—		—		(7,237)		(7,237)
Net income	—	—		—		41,963		41,963
Balance, March 31, 2024	28,949	$	290	$	473,130	$	96,202	$	569,622


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount
Balance, January 1, 2025	26,511	$	265	$	481,810	$	(7,848)	$	474,227
Issuance of stock on options exercised and restricted stock units vested	198	2		—		—		2
Repurchase of common stock	(274)	(3)		—		(7,614)		(7,617)
Share-based compensation	—	—		2,890		—		2,890
Tax benefit from share-based compensation	—	—		(3,332)		—		(3,332)
Dividend payable	—	—		—		(6,631)		(6,631)
Net income	—	—		—		2,499		2,499
Balance, March 31, 2025	26,435	$	264	$	481,368	$	(19,594)	$	462,038

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

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GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities
Net income	$	2,499	$	41,963
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	22,469		22,120
Non-cash lease benefit	(93)		(85)
Share-based compensation	2,890		3,041
Amortization of debt issuance costs and discounts on debt	392		937
(Gain) loss on disposal of assets	(27)		14
Gain on sale of business	—		(69,736)
Provision for credit losses	61		59
Deferred income taxes	—		(7,843)
Changes in operating assets and liabilities:
Accounts receivable	(2,357)		(251)
Prepaid expenses, inventories and other current assets	2,682		53
Other assets	(138)		(2,492)
Accounts payable and other accrued expenses	(755)		3,263
Income tax payable	1,071		35,198
Other liabilities	(128)		(446)
Net cash provided by operating activities	28,566		25,795
Cash flows from investing activities
Purchase of property and equipment, net of change in construction payables	(11,918)		(16,259)
Proceeds from disposal of property and equipment	27		—
Proceeds from sale of business, net of cash sold	—		204,858
Net cash (used in) provided by investing activities	(11,891)		188,599
Cash flows from financing activities
Repayments of term loan	(1,000)		(1,000)
Repayments of revolving credit facility	(5,000)		—
Repayments of notes payable	—		(440)
Principal payments under finance leases	(322)		(338)
Tax withholding on share-based payments	(3,332)		(5,881)
Cash dividends paid	(6,636)		—
Proceeds from issuance of common stock, net of costs	2		3
Repurchases of common stock	(7,617)		—
Net cash used in financing activities	(23,905)		(7,656)

Change in cash and cash equivalents	(7,230)		206,738
Balance, beginning of period	57,725		197,600
Balance, end of period	$	50,495	$	404,338

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	Three Months Ended March 31,
	2025		2024
Supplemental cash flow disclosures
Cash paid for interest	$	7,025	$	8,386
Non-cash investing and financing activities
Assets acquired under finance lease obligations	$	—	$	3,631
Payables incurred for capital expenditures	1,831		7,421
Cash dividends payable	6,631		—
Operating lease right-of-use assets obtained in exchange for lease obligations	47		3,098

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

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GOLDEN ENTERTAINMENT, INC.

Condensed Notes to Consolidated Financial Statements (Unaudited)

Note 1 — Nature of Business and Basis of Presentation

Overview

Golden Entertainment, Inc. and its wholly-owned subsidiaries own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. The Company’s portfolio comprises eight casino properties located in Nevada and 72 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. Unless otherwise indicated, the term the “Company” refers to Golden Entertainment, Inc. together with its subsidiaries.

As of March 31, 2025, the Company conducted its business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns. Each reportable segment was comprised of the following properties and operations:


Reportable Segments						Location
Nevada Casino Resorts
The STRAT Hotel, Casino & Tower (“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
Nevada Taverns
72 branded tavern locations						Nevada

The Company completed the sale of its distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to the sale, the results of the Company’s distributed gaming operations in Nevada were presented in the Company’s Distributed Gaming reportable segment. Refer to the discussion in “Note 2 — Divestitures” and “Note 11 — Segment Information” for further information.

On April 22, 2024, the Company acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired GAP taverns have been included in the Company’s Nevada Taverns reportable segment from the date of acquisition.

Basis of Presentation

The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, refer to the audited consolidated financial statements of the Company for the year ended December 31, 2024 and the notes thereto included in the Company’s Annual Report on Form 10-K (the “Annual Report”) previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which included only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented. Results for interim periods should not be considered indicative of the results to be expected for the full year and should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report.

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

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Significant Accounting Policies

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

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 months ended March 31, 2025, diluted net income per share excluded the weighted-average effect of 16,173 shares of common stock related to time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) due to such shares being anti-dilutive. No shares of common stock related to RSUs and PSUs were anti-dilutive for the three months ended March 31, 2024.

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact of the adoption of new accounting standards and the future adoption of the new accounting standards that are not yet effective on the Company’s financial statements, management currently believes that the following new standards have or may have an impact on the Company’s consolidated financial statements and disclosures:

Accounting Standards Issued But Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The provisions of this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The standard is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company does not expect the impact of the adoption of this ASU to be material to its financial statements or disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The provisions of this ASU are intended to improve disclosures about a public entity’s expenses by providing additional information about specific expense categories in the notes to the financial statements. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. Further, in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date, intended to clarify interim reporting requirements for non-calendar year-end entities. The Company does not expect the impact of the adoption of these ASUs to be material to its financial statements or disclosures.

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

Note 2 — Divestitures

As discussed in “Note 1 — Nature of Business and Basis of Presentation,” the Company completed the sale of its distributed gaming operations in Nevada on January 10, 2024. The results of the distributed gaming operations in Nevada had historically been presented in the Company’s Distributed Gaming reportable segment. The Company incurred $2.0 million in transaction costs related to the sale of its distributed gaming operations in Nevada for the three months ended March 31, 2024. The Company recorded these transaction costs in selling, general and administrative expenses as incurred.

The Company classifies assets as held for sale when a sale is probable, is expected to be completed within one year, and the asset group meets all of the accounting criteria to be classified as held for sale. Gains or losses associated with the disposal of assets held for sale are recorded within operating expenses, and the Company ceases recording depreciation and amortization of the long-lived assets included in the sale from the date of execution of the definitive agreement for the sale.

The following information presents the revenues and pretax income generated by the Company’s distributed gaming operations in Nevada previously reported as held for sale and divested on January 10, 2024:

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	Three Months Ended March 31,
(In thousands)	2025		2024
Distributed Gaming - Nevada
Revenues	$	—	$	6,019
Pretax income	—		476

Note 3 — Property and Equipment, Net

Property and equipment, net, consisted of the following:


(In thousands)	March 31, 2025		December 31, 2024
Land	$	125,240	$	125,240
Building and improvements	986,949		983,659
Furniture and equipment	219,272		216,995
Construction in process	12,347		6,165
Property and equipment	1,343,808		1,332,059
Accumulated depreciation	(602,960)		(581,165)
Property and equipment, net	$	740,848	$	750,894

Depreciation expense for property and equipment, including finance leases, was $21.8 million and $21.6 million for the three months ended March 31, 2025 and 2024, respectively.

The Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company concluded that there was no impairment of the Company’s long-lived assets for the three months ended March 31, 2025 and 2024.

Note 4 — Goodwill and Intangible Assets, Net

The Company tests goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Finite-lived intangible assets are evaluated for potential impairment whenever there is an indicator that the carrying value of an asset group may not be recoverable. Based on the results of its interim impairment assessments conducted during the three months ended March 31, 2025 and 2024, respectively, 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		Nevada Taverns		Total Goodwill
Balance, December 31, 2024	$	22,105	$	36,414	$	28,021	$	86,540
Balance, March 31, 2025	$	22,105	$	36,414	$	28,021	$	86,540

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Intangible assets, net, consisted of the following:


	March 31, 2025
(In thousands)	Useful Life (Years)	Gross Carrying Value		Cumulative Amortization		Cumulative Impairment		Intangible Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	55,524	$	—	$	(7,516)	$	48,008
Total indefinite-lived intangible assets		55,524		—		(7,516)		48,008
Amortizing intangible assets
Player relationships	2-14	44,268		(42,128)		—		2,140
Non-compete agreements	2-5	7,147		(4,578)		—		2,569
Total amortizing intangible assets		51,415		(46,706)		—		4,709
Balance, March 31, 2025		$	106,939	$	(46,706)	$	(7,516)	$	52,717


	December 31, 2024
(In thousands)	Useful Life (Years)	Gross Carrying Value		Cumulative Amortization		Cumulative Impairment		Intangible Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	55,524	$	—	$	(7,516)	$	48,008
Total indefinite-lived intangible assets		55,524		—		(7,516)		48,008
Amortizing intangible assets
Player relationships	2-14	44,268		(41,905)		—		2,363
Non-compete agreements	2-5	7,147		(4,131)		—		3,016
Total amortizing intangible assets		51,415		(46,036)		—		5,379
Balance, December 31, 2024		$	106,939	$	(46,036)	$	(7,516)	$	53,387

Total amortization expense related to intangible assets was $0.7 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively.

Note 5 — Accrued Liabilities

Accrued liabilities consisted of the following:


(In thousands)	March 31, 2025		December 31, 2024
Gaming liabilities	$	11,415	$	11,963
Cash dividends payable	6,631		6,641
Accrued taxes, other than income taxes	5,797		5,212
Other accrued liabilities	3,296		3,502
Deposits	2,564		2,153
Interest	135		166
Total accrued liabilities	$	29,838	$	29,637

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Note 6 — Long-Term Debt, Net and Finance Leases

Long-term debt, net and finance leases consisted of the following:


(In thousands)	March 31, 2025		December 31, 2024
Term Loan B-1	$	393,000	$	394,000
Revolving credit facility	15,000		20,000
Finance lease liabilities	3,320		3,643
Total long-term debt and finance leases	411,320		417,643
Unamortized discount	(3,504)		(3,679)
Unamortized debt issuance costs	(3,218)		(3,378)
Total long-term debt and finance leases after debt issuance costs and discount	404,598		410,586
Current portion of long-term debt and finance leases	(5,321)		(5,308)
Long-term debt, net and finance leases	$	399,277	$	405,278

Senior Secured Credit Facility

The Company’s senior secured credit facility with JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent) (the “Credit Facility”) is comprised of a $400 million term loan B-1 facility (the “Term Loan B-1”) and a $240 million revolving credit facility (the “Revolving Credit Facility”). As of March 31, 2025, the Company had $393 million in principal amount of outstanding Term Loan B-1 borrowings under the Credit Facility, no outstanding letters of credit and $15 million in outstanding borrowings under the Revolving Credit Facility, resulting in borrowing availability under the Revolving Credit Facility of $225 million as of March 31, 2025. Subsequent to the end of the first quarter of 2025, on April 14, 2025, the Company borrowed an additional $20 million under the Revolving Credit Facility. The maturity date of the Revolving Credit Facility and the Term Loan B-1 is May 26, 2028 and May 26, 2030, respectively.

On May 29, 2024, the Company modified the terms of the Credit Facility to reduce the interest rate margins applicable to borrowings under the Term Loan B-1. Under the amended Credit Facility, the Term Loan B-1 bears interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.50%), plus a margin of 1.25%, or (2) the Term SOFR rate for the applicable interest period (subject to a floor of 0.50%), plus a margin of 2.25%. The Company incurred $0.9 million in fees and recorded a loss on debt modification of less than $0.1 million for the debt issuance costs and discount related to the Term Loan B-1 as a result of this modification of the Credit Facility. The modification did not amend the terms of the Revolving Credit Facility.

Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.00%), plus a margin ranging from 1.00% to 1.50% based on the Company’s net leverage ratio, or (2) the Term SOFR rate for the applicable interest period plus a credit spread adjustment of 0.10%, plus a margin ranging from 2.00% to 2.50% based on the Company’s net leverage ratio.

The weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facility was 6.60% for the three months ended March 31, 2025.

The Term Loan B-1 is repayable in 27 quarterly installments of $1 million each, which commenced in September 2023, followed by a final installment of $373 million due at maturity.

The Company was in compliance with its financial and other covenants under the Credit Facility as of March 31, 2025.

Senior Unsecured Notes

On April 15, 2019, the Company issued $375.0 million in principal amount of 2026 Unsecured Notes in a private placement to institutional buyers at face value. The 2026 Unsecured Notes bore interest at 7.625%, payable semi-annually on April 15th and October 15th of each year. On April 15, 2024, the Company redeemed and repaid in full all of its 2026 Unsecured Notes.

Note 7 — Shareholders’ Equity and Stock Incentive Plans

Share Repurchase Program

From time to time, the Company repurchases shares of its common stock pursuant to the $100 million share repurchase program authorized by the Company’s Board of Directors on July 27, 2023, which was subsequently increased by $100 million on November 5, 2024. Share repurchases may be made from time to time in open market transactions, through block trades, pursuant

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to a Rule 10b5-1 trading plan or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. Share repurchases may be made at management’s discretion based on market conditions and financial resources and there is no minimum number of shares that the Company is required to repurchase. The repurchase program may be suspended or discontinued at any time without prior notice. As of March 31, 2025, the Company had $91.8 million of remaining share repurchase availability under its share repurchase program.

The following table includes the Company’s share repurchase activity for the three months ended March 31, 2025. The Company did not repurchase any shares during the three months ended March 31, 2024.


	Three Months Ended March 31,
	2025
(In thousands, except per share data)
Shares repurchased (1)	274
Total cost, including brokerage fees	$	7,617
Average repurchase price per share (2)	$	27.79

(1)All repurchased shares were retired and constitute authorized but unissued shares. Shares repurchased to settle employee tax withholding related to the vesting of RSUs or exercise of options are not included in the table above.

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

Dividends

Commencing on February 27, 2024, the Company’s Board of Directors has declared a recurring quarterly cash dividend of $0.25 per share of the Company’s common stock. The dividends declared by the Board of Directors under this program as of March 31, 2025 were as follows:

Declaration Date

Record Date

Payment Date

Amount per Share

Aggregate Amount (in thousands)

February 27, 2024

March 18, 2024

April 4, 2024

0.25

7,237

May 2, 2024

June 14, 2024

July 2, 2024

0.25

7,107

August 6, 2024

September 17, 2024

October 2, 2024

0.25

6,962

November 5, 2024

December 20, 2024

January 7, 2025

0.25

6,641

February 25, 2025

March 21, 2025

April 2, 2025

0.25

6,631

In addition, subsequent to the end of the first quarter of 2025, on May 6, 2025, the Company’s Board of Directors authorized its next recurring quarterly cash dividend of $0.25 per share of the Company’s common stock payable on July 9, 2025 to shareholders of record as of June 25, 2025.

Stock Options

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


	Stock Options
	Shares	Weighted-Average Exercise Price
Outstanding at January 1, 2025	1,490,354	$	9.19
Granted	—	—
Exercised	(60,000)	6.20
Cancelled	—	—
Expired	—	—
Outstanding at March 31, 2025	1,430,354	$	9.32
Exercisable at March 31, 2025	1,430,354	$	9.32

There was no share-based compensation expense related to stock options for the three months ended March 31, 2025 and 2024. The Company did not have any remaining unrecognized share-based compensation expense related to stock options as of

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March 31, 2025 and 2024.

Restricted Stock Units

The following table summarizes the Company’s activity related to RSUs and PSUs:


	RSUs			PSUs
	Shares	Weighted-Average Grant Date Fair Value		Shares		Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2025	367,166	$	37.67	159,481	(1)	$	47.54
Granted	206,841	26.17		163,732	(2)	26.17
Vested	(185,589)	39.67		(91,896)	(3)	51.67
Cancelled	(1,089)	34.86		—		—
Outstanding at March 31, 2025	387,329	$	30.55	231,317		$	30.61

(1) Includes PSUs granted in March 2022 (“2022 PSU Awards”) at 89.6% of the target (based on awards deemed “earned”) and PSUs granted in March 2023 (“2023 PSU Awards”) at 69.3% of the target (based on awards deemed “earned”). The PSUs granted in March 2024 were cancelled as of December 31, 2024 due to the Company not meeting its performance target for 2024.

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

(3) Represents 77,287 shares of the 2022 PSU Awards that vested in March 2025 at 89.6% of the target and 14,609 shares of the 2023 PSU Awards that were accelerated and vested in March 2025 at 69.3% of the target in connection with the retirement of the Company’s Chief Development Officer.

The following table summarizes share-based compensation expense by award type:


	Three Months Ended March 31,
(In thousands)	2025		2024
Stock options	$	—	$	—
RSUs	2,108		1,839
PSUs	782		1,202
Total share-based compensation expense	$	2,890	$	3,041

As of March 31, 2025, the Company’s unrecognized share-based compensation expense related to RSUs and PSUs was $10.8 million and $5.1 million, respectively, which is expected to be recognized over a weighted-average period of 2.5 years and 2.4 years for RSUs and PSUs, respectively. As of March 31, 2024, the Company’s unrecognized share-based compensation expense related to RSUs and PSUs was $12.4 million and $7.9 million, respectively, which was expected to be recognized over a weighted-average period of 1.7 years and 2.2 years for RSUs and PSUs, respectively.

As of March 31, 2025, a total of 5,153,291 shares of the Company’s common stock remained available for grants of awards under the Company’s 2015 Incentive Award Plan, which includes the annual increase in the number of shares available for grant on January 1, 2025 of 1,060,440 shares.

Note 8 — Income Tax

The following table includes the Company’s effective income tax rate calculations for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(In thousands, except for tax rate)	2025			2024
Income before income tax provision	$	3,570		$	69,456
Income tax provision	(1,071)			(27,493)
Effective tax rate	30.0		%	39.6		%

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The Company’s income tax provision or benefit for interim periods is determined using an estimate of the Company’s annual effective income tax rate, adjusted for any discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the Company’s annual effective income tax rate and makes necessary cumulative adjustments to the total tax provision or benefit. The Company’s effective income tax rate for the three months ended March 31, 2025 of 30.0% differed from the federal income tax rate of 21.0% primarily due to nondeductible expenses.

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:


	March 31, 2025
(In thousands)	Carrying Amount		Fair Value		Fair Value Hierarchy
Term Loan B-1	$	393,000	$	391,526	Level 2
Revolving Credit Facility	15,000		14,775		Level 2
Finance lease liabilities	3,320		3,320		Level 3
Total debt	$	411,320	$	409,621


	December 31, 2024
(In thousands)	Carrying Amount		Fair Value		Fair Value Hierarchy
Term Loan B-1	$	394,000	$	393,508	Level 2
Revolving Credit Facility	20,000		19,700		Level 2
Finance lease liabilities	3,643		3,643		Level 3
Total debt	$	417,643	$	416,851

The estimated fair value of the Company’s Term Loan B-1 and outstanding borrowings under the Revolving Credit Facility is based on a relative value analysis performed as of March 31, 2025 and December 31, 2024. The finance lease liabilities 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.

Note 10 — Commitments and Contingencies

Participation Agreements

Prior to their sale, the Company’s distributed gaming operations included slot placement contracts in the form of participation agreements. Under participation agreements, the Company and the business location each held a state issued gaming license in

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order to be able to receive a percentage of gaming revenue earned on the Company’s slot machines. The business location retained a percentage of the gaming revenue generated from the Company’s slot machines. The Company was considered to be the principal in these arrangements and therefore, recorded its share of revenue generated under participation agreements on a gross basis with the business location’s share of revenue recorded as gaming expenses.

The aggregate contingent payments recognized by the Company as gaming expenses under participation agreements were $3.9 million for the three months ended March 31, 2024.

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.

Note 11 — Segment Information

The Company’s management views each of its casino properties located in Las Vegas, the casino properties located in Laughlin and Pahrump and its branded taverns as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. The Company has aggregated its operating segments into three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.

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

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

The Nevada Taverns segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages and are typically limited to 15 slot machines. Prior to the sale of the Company’s distributed gaming operations in Nevada, the Company owned and operated the slot machines located within each tavern. Following the sale, slot machines at the Company’s branded tavern locations are owned and operated by the independent third party that acquired the distributed gaming operations from the Company. Accordingly, the Company typically receives a large percentage of the gaming revenue from the tavern slot machines in exchange for allowing the independent third party to place the slot machines in the taverns.

As discussed in “Note 1 — Nature of Business and Basis of Presentation” and “Note 2 — Divestitures” the Company completed the sale of its distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to the sale, the results of the Company’s distributed gaming operations in Nevada were presented in the Company’s Distributed Gaming reportable segment.

The Corporate and Other category includes certain unallocated corporate overhead costs not easily allocable to reportable segments as to do so would not be practical.

The Company presents Adjusted EBITDA in its segment disclosures because it is the primary metric used by the Company’s chief operating decision maker (“CODM”) in measuring both the Company’s past and future expectations of performance and it is the metric that the Company’s annual performance plan used to determine compensation of its executive officers and employees is tied to. Adjusted EBITDA represents each segment’s earnings before depreciation and amortization, non-cash lease benefit or expense, share-based compensation expense, gain or loss on disposal of assets and businesses, loss on debt extinguishment and

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modification, preopening and related expenses, impairment of assets, interest, income taxes, and other non-cash charges and non-recurring expenses that are deemed to be not indicative of the Company’s core operating results.

The function of the CODM is currently performed by the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors. The CODM assesses performance of each reportable segment and decides how to allocate resources based on the monthly review of the budget-to-actual and current period versus prior year comparable period Adjusted EBITDA results.

The Company’s revenues, significant expenses and Adjusted EBITDA by reportable segment and reconciliation of the total of the Company’s consolidated Adjusted EBITDA to the Company’s consolidated net income determined in accordance with GAAP are presented in the table below:


	Three Months Ended March 31, 2025
(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Nevada Taverns		Total Reportable Segments		Corporate and Other		Consolidated
Revenues
Gaming	$	38,720	$	27,621	$	13,920	$	80,261	$	—	$	80,261
Food and beverage	22,980		6,862		12,442		42,284		—		42,284
Rooms	24,883		2,286		—		27,169		—		27,169
Other (1)	7,638		2,062		1,108		10,808		321		11,129
Total revenues	94,221		38,831		27,470		160,522		321		160,843
Segment (expenses) income
Payroll and related	(38,242)		(9,611)		(7,134)		(54,987)		—		(54,987)
Operating expenses	(25,742)		(9,288)		(9,175)		(44,205)		—		(44,205)
Cost of sales	(5,741)		(2,214)		(3,758)		(11,713)		—		(11,713)
Other segment items (2) (3)	273		147		(55)		365		(12,722)		(12,357)
Adjusted EBITDA	$	24,769	$	17,865	$	7,348	$	49,982	$	(12,401)	$	37,581
Adjustments
Depreciation and amortization											(22,469)
Non-cash lease benefit											93
Share-based compensation											(3,062)
Gain on disposal of assets											27
Preopening and related expenses											(157)
System implementation costs (4)											(69)
Other, net											(875)
Interest expense, net											(7,499)
Income before income tax provision											3,570
Income tax provision											(1,071)
Net income											$	2,499

(1)Includes lease revenue accounted for under ASC 842 for the arrangements in which the Company is a lessor. Refer to “Note 2 — Summary of Significant Accounting Policies” in the Company’s Annual Report for the year ended December 31, 2024 previously filed with the SEC.

(2)Other segment items for each reportable segment included the following items:

•Nevada Casino Resorts — expenses included depreciation and amortization, non-cash lease expense, share-based compensation, gain on disposal of assets, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

•Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease expense, share-based compensation, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

•Nevada Taverns — expenses included depreciation and amortization, non-cash lease benefit, interest expense, preopening expenses, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

(3)Other segment items for the Corporate and Other category included payroll and related, operating expenses, depreciation and amortization, non-cash lease benefit, share-based compensation, gain on disposal of assets, interest expense,

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preopening expenses, system implementation costs and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

(4)System implementation costs represent expenses related to the implementation of new enterprise resource planning, finance, payroll and human capital management software.


	Three Months Ended March 31, 2024
(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Nevada Taverns		Distributed Gaming (1)		Total Reportable Segments		Corporate and Other		Consolidated
Revenues
Gaming	$	40,289	$	27,820	$	12,859	$	5,981	$	86,949	$	—	$	86,949
Food and beverage	24,263		6,653		12,728		17		43,661		—		43,661
Rooms	26,949		2,451		—		—		29,400		—		29,400
Other (2)	9,511		2,067		2,220		21		13,819		218		14,037
Total revenues	101,012		38,991		27,807		6,019		173,829		218		174,047
Segment (expenses) income
Payroll and related	(39,522)		(9,664)		(6,672)		483		(55,375)		—		(55,375)
Operating expenses	(31,415)		(9,936)		(9,687)		(19)		(51,057)		—		(51,057)
Cost of sales	(5,624)		(2,145)		(3,839)		(5,999)		(17,607)		—		(17,607)
Other segment items (3) (4) (5)	2,440		290		(48)		—		2,682		(11,698)		(9,016)
Adjusted EBITDA	$	26,891	$	17,536	$	7,561	$	484	$	52,472	$	(11,480)	$	40,992
Adjustments
Depreciation and amortization													(22,120)
Non-cash lease benefit													85
Share-based compensation													(3,269)
Loss on disposal of assets													(14)
Gain on sale of business													69,736
Preopening and related expenses													(139)
Other, net													(5,129)
Interest expense, net													(10,686)
Income before income tax provision													69,456
Income tax provision													(27,493)
Net income													$	41,963

(1)Relates to the Company’s distributed gaming operations in Nevada sold on January 10, 2024.

(2)Includes lease revenue accounted for under ASC 842 for the arrangements in which the Company is a lessor. Refer to “Note 2 — Summary of Significant Accounting Policies” in the Company’s Annual Report for the year ended December 31, 2024 previously filed with the SEC.

(3)Other segment items for each reportable segment included the following items:

•Nevada Casino Resorts — expenses included depreciation and amortization, non-cash lease benefit, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

•Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease expense, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

•Nevada Taverns — expenses included depreciation and amortization, non-cash lease benefit, loss on disposal of assets, interest expense, preopening expenses, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

(4)Other segment items for the Distributed Gaming reportable segment divested in 2024 for the period of January 1, 2024 - January 10, 2024 included payroll and related, operating expenses, cost of sales and interest expense.

(5)Other segment items for the Corporate and Other category included payroll and related, operating expenses, depreciation and amortization, non-cash lease expense, share-based compensation, gain on sale of businesses, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

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Assets

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


(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Nevada Taverns		Total Reportable Segments		Corporate and Other		Consolidated
Balance at March 31, 2025	$	703,911	$	155,458	$	148,605	$	1,007,974	$	50,109	$	1,058,083

Balance at December 31, 2024	$	714,907	$	158,864	$	151,633	$	1,025,404	$	54,502	$	1,079,906

Capital Expenditures

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


(In thousands)	Nevada Casino Resorts (1)		Nevada Locals Casinos (2)		Nevada Taverns (3)		Distributed Gaming		Total Reportable Segments		Corporate and Other (4)		Consolidated
For three months ended March 31, 2025	$	8,964	$	1,190	$	1,342	$	—	$	11,496	$	422	$	11,918

For three months ended March 31, 2024	$	9,814	$	3,018	$	1,568	$	240	$	14,640	$	1,619	$	16,259

(1)Capital expenditures in the Nevada Casino Resorts segment excluded non-cash purchases of property and equipment of $1.0 million and $5.6 million as of March 31, 2025 and 2024, respectively.

(2)Capital expenditures in the Nevada Locals Casinos segment excluded non-cash purchases of property and equipment of $0.4 million and $1.3 million as of March 31, 2025 and 2024, respectively.

(3)Capital expenditures in the Nevada Taverns segment excluded non-cash purchases of property and equipment of $0.3 million and $0.5 million as of March 31, 2025 and 2024, respectively.

(4)Capital expenditures for the Corporate and Other category excluded non-cash purchases of property and equipment of $0.1 million as of March 31, 2025.

Note 12 — Related Party Transactions

In November 2018, the Company entered into a lease agreement for office space in a building adjacent to the Company’s headquarters, which is owned by a company 33% beneficially owned by Blake L. Sartini, 3% beneficially owned by Stephen A. Arcana, and 1.67% beneficially owned by each of Mr. Sartini’s three children (including Blake L. Sartini II). 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 served as the Company’s Chief Development Officer until his retirement on March 20, 2025. Mr. Sartini II serves as the Company’s Chief Operating Officer. The lease commenced in August 2020 and expires on December 31, 2030. The rent expense for the space was $0.1 million for each of the three months ended March 31, 2025 and 2024.

A portion of the Company’s office headquarters building is sublet to Sartini Enterprises, Inc., a company controlled by Mr. Sartini. Rental income for each of the three months ended March 31, 2025 and 2024 for the sublet portion of the office headquarters building was less than $0.1 million. No amount was owed to the Company under such sublease as of March 31, 2025 and December 31, 2024.

From time to time, the Company’s executive officers and employees use a private aircraft leased to Sartini Enterprises, Inc. for Company business purposes pursuant to aircraft time-sharing, co-user and various cost-sharing agreements between the Company and Sartini Enterprises, Inc., all of which have been approved by the Audit Committee of the Board of Directors. The aircraft time-sharing, co-user and cost-sharing agreements specify the maximum expense reimbursement that Sartini Enterprises, Inc. can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and the flight crew. Such costs include fuel, landing fees, hangar and tie-down costs away from the aircraft’s operating base, flight planning and weather contract services, crew costs and other related expenses. The Company’s compliance department reviews the cost-sharing arrangements and reimbursements on a regular basis. On August 6, 2024, the Audit Committee of the Board of Directors approved an amendment to the aircraft time-sharing, co-user and cost-sharing agreement in connection with Sartini Enterprises, Inc.’s purchase of the aircraft. The terms and conditions of the amendment are materially consistent with the original

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agreement.

The Company did not incur any costs under the aircraft time-sharing, co-user and various cost-sharing agreements with Sartini Enterprises, Inc. for the three months ended March 31, 2025 and 2024. The Company was owed $0.1 million under such agreements as of both March 31, 2025 and December 31, 2024.

Note 13 — Subsequent Events

The Company’s management evaluates subsequent events through the date of issuance of the consolidated financial statements.

Other than items discussed in “Note 6 — Long-Term Debt, Net and Finance Leases” and “Note 7 — Shareholders’ Equity and Stock Incentive Plans,” there were no additional subsequent events that occurred after March 31, 2025 but prior to the date of issuance of the consolidated financial statements that would require adjustment to or disclosure in the consolidated financial statements as of and for the three months ended March 31, 2025.

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

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

The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) previously filed with the Securities and Exchange Commission (“SEC”).

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions, or they may use future dates. In addition, forward-looking statements include statements regarding our strategies, objectives, business opportunities and plans; anticipated future growth and trends in our business or key markets and business outlook; return of capital to shareholders (including through the payment of recurring quarterly cash dividends or repurchase of shares of our common stock); projections of future financial condition, operating results, income, capital expenditures, costs or other financial items; anticipated regulatory and legislative changes; and other characterizations of future events or circumstances as well as other statements that are not statements of historical fact. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause our actual results to differ materially include: changes in national, regional and local economic and market conditions; legislative and regulatory matters; increases in gaming taxes and fees in the jurisdictions in which we operate; litigation; increased competition; reliance on key personnel; our ability to comply with covenants in our debt instruments; terrorist incidents; natural disasters; severe weather conditions (including weather or road conditions that limit access to our properties); the effects of environmental and structural building conditions; the effects of disruptions to our information technology and other systems and infrastructure; factors affecting the gaming, entertainment and hospitality industries generally; and other factors identified under the heading “Risk Factors” in our Annual Report or appearing elsewhere in this report and in our other filings with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the filing date of this report. We undertake no obligation to revise or update any forward-looking statements for any reason.

Overview

We own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. Our portfolio comprises eight casino properties located in Nevada and 72 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area.

We completed the sale of our distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to the sale, the results of our distributed gaming operations in Nevada were presented in our Distributed Gaming reportable segment. Refer to “Note 2 — Divestitures” and “Note 11 — Segment Information” in Part I, Item 1: Financial Statements for further information.

On April 22, 2024, we acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired GAP taverns have been included in our Nevada Taverns reportable segment from the date of acquisition.

Operations

As of March 31, 2025, we conducted our business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.

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The following table sets forth certain information regarding our operations by reportable segment as of March 31, 2025:


	Location	Casino Space (Sq. ft.)	Slot Machines	Table Games	Hotel Rooms
Nevada Casino Resorts
The STRAT Hotel, Casino & Tower (“The STRAT”)	Las Vegas, NV	80,000	772	36	2,429
Aquarius Casino Resort (“Aquarius”)	Laughlin, NV	69,750	1,023	29	1,905
Edgewater Casino Resort (“Edgewater”)	Laughlin, NV	67,600	656	13	1,037
Nevada Locals Casinos
Arizona Charlie’s Boulder	Las Vegas, NV	41,969	592	—	303
Arizona Charlie’s Decatur	Las Vegas, NV	67,360	698	9	259
Gold Town Casino	Pahrump, NV	10,000	147	—	—
Lakeside Casino & RV Park	Pahrump, NV	11,009	165	—	—
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)	Pahrump, NV	22,528	345	9	69
Nevada Taverns
72 branded tavern locations	Nevada	—	1,138	—	—
Totals		370,216	5,536	96	6,002

Nevada Casino Resorts

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

The STRAT: The STRAT is our premier casino resort property, located on Las Vegas Boulevard on the north end of the Las Vegas Strip. The STRAT is comprised of a casino, a hotel and a tower, which includes indoor and outdoor observation decks, thrill rides and the SkyJump attraction. The STRAT offers hotel rooms, gaming, race and sportsbook facilities in an 80,000 square foot casino, ten restaurants, two rooftop pools, a fitness center, retail shops and entertainment facilities.

Laughlin casinos: We own and operate two casino resorts in Laughlin, Nevada, the Aquarius and the Edgewater, which are located approximately 90 miles from Las Vegas on the western bank of the Colorado River. In addition to hotel rooms, gaming, race and sportsbook facilities at each property, the Aquarius has seven restaurants and the Edgewater offers five restaurants. The Edgewater also offers a bingo facility and dedicated entertainment venues, including the Edge Pavilion and the Laughlin Event Center.

The operations of Colorado Belle Casino Resort have remained suspended since March 2020 and we voluntarily surrendered our gaming license for the property on June 30, 2023.

Nevada Locals Casinos

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

Arizona Charlie’s casinos: Our Arizona Charlie’s Boulder and Arizona Charlie’s Decatur casino properties primarily serve local Las Vegas gaming patrons, and provide an alternative experience to the Las Vegas Strip. In addition to hotel rooms, gaming, race and sportsbook facilities and bingo facilities, Arizona Charlie’s Boulder offers three restaurants and an RV park with 221 RV hook-up sites and Arizona Charlie’s Decatur offers four restaurants.

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Pahrump casinos: We own and operate three casino properties in Pahrump, Nevada, which is located approximately 60 miles from Las Vegas and is a gateway to Death Valley National Park. In addition to gaming and race and sportsbook facilities at each of our Pahrump casino properties, the Pahrump Nugget offers hotel rooms, five restaurants, bingo, a bowling center, and a 5,200 square foot banquet and event center. Our Lakeside Casino & RV Park also offers a restaurant and 159 RV hook-up sites.

Nevada Taverns

Our Nevada Taverns segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages, and are typically limited to 15 slot machines. Most of our branded taverns are located in the greater Las Vegas, Nevada metropolitan area and cater to local patrons seeking more convenient entertainment establishments than traditional casino properties. Our tavern patrons are typically younger than traditional casino customers, which diversifies our customer demographic. Prior to the sale of our distributed gaming operations in Nevada, we owned and operated the slot machines located within each tavern. Following the sale, slot machines at our branded tavern locations are owned and operated by the independent third party that acquired the distributed gaming operations from us. Accordingly, Golden typically receives a large percentage of the gaming revenue from the tavern slot machines in exchange for allowing the independent third party that acquired the distributed gaming operations to place the slot machines in our taverns. Our tavern brands include PT’s Gold, PT’s Pub, PT’s Ranch, PT’s Place, Sierra Gold, Sierra Junction, Sean Patrick’s, Lucky’s, Great American Pub and SG Bar. As of March 31, 2025, we owned and operated 72 branded taverns, which offered over 1,100 onsite slot machines.

Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and condensed notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the three months ended March 31, 2025 and 2024.


	Three Months Ended March 31,
(In thousands)	2025		2024
Revenues
Gaming	$	80,261	$	86,949
Food and beverage	42,284		43,661
Rooms	27,169		29,400
Other	11,129		14,037
Total revenues	160,843		174,047
Expenses
Gaming	20,597		26,891
Food and beverage	33,943		34,176
Rooms	15,483		16,234
Other	3,014		4,080
Selling, general and administrative	54,138		59,987
Depreciation and amortization	22,469		22,120
(Gain) loss on disposal of assets	(27)		14
Gain on sale of business	—		(69,736)
Preopening expenses	157		139
Total expenses	149,774		93,905
Operating income	11,069		80,142
Non-operating expense
Interest expense, net	(7,499)		(10,686)
Total non-operating expense, net	(7,499)		(10,686)
Income before income tax provision	3,570		69,456
Income tax provision	(1,071)		(27,493)
Net income	$	2,499	$	41,963

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Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Revenues

The $13.2 million, or 8%, decrease in revenues for the three months ended March 31, 2025 compared to the prior year period resulted from decreases of $6.7 million, $1.4 million, $2.2 million and $2.9 million in gaming, food and beverage, rooms and other revenues, respectively. The decrease in gaming revenues was primarily attributable to the exclusion of the results of our distributed gaming operations in Nevada following the date of sale on January 10, 2024. The decrease in food and beverage revenues was primarily driven by a strategic decision to reduce the number of entertainment offerings at our Laughlin Event Center, which resulted in decreased visitation at our Laughlin properties during the current year period. We also experienced lower occupancy rates at our Nevada Casino Resorts during the three months ended March 31, 2025 compared to the prior year period, which resulted in lower food and beverage, rooms, and other revenues. In addition, the year-over-year decrease in other revenues reflected that certain of our taverns during the prior year period operated under a space lease arrangement where we received a fixed monthly rental fee recognized as other revenue. These taverns operated under a participation agreement with revenue recognized as gaming revenues for the three months ended March 31, 2025.

Operating Expenses

The $8.3 million, or 10%, decrease in operating expenses for the three months ended March 31, 2025 compared to the prior year period related to decreases of $6.3 million, $0.2 million, $0.7 million and $1.1 million in gaming, food and beverage, rooms and other operating expenses, respectively. The decrease in gaming operating expenses was primarily attributable to the exclusion of the results of our distributed gaming operations in Nevada following the date of sale on January 10, 2024. The decrease in food and beverage, rooms, and other operating expenses was primarily driven by a decrease in costs related to entertainment at our Laughlin Event Center and lower occupancy rates at The STRAT due to Las Vegas hosting the Super Bowl during the prior year period.

Selling, General and Administrative Expenses

The $5.8 million, or 10%, decrease in selling, general and administrative (“SG&A”) expenses for the three months ended March 31, 2025 compared to the prior year period was primarily attributable to a $2.0 million reduction in the transaction costs related to the sale our distributed gaming operations in Nevada during the prior year period. In addition, we made a strategic decision to decrease advertising expenses during the current year period.

SG&A expenses are comprised of marketing and advertising, utilities, building rent, maintenance contracts, corporate office overhead, information technology, legal, accounting, third-party service providers, executive compensation, share-based compensation, payroll expenses and payroll taxes.

Depreciation and Amortization

The increase in depreciation and amortization expenses of $0.3 million, or 2%, for the three months ended March 31, 2025 compared to the prior year period was primarily related to the addition of GAP tavern locations and depreciation of new assets placed in service at our casino properties in 2024.

Loss (Gain) on Disposal of Assets

The gain on disposal of assets for the three months ended March 31, 2025 was primarily driven by disposal of certain assets in our Nevada Resort Casinos and Nevada Taverns segments. Loss on disposal of assets for the three months ended March 31, 2024 was primarily driven by the disposal of used equipment in our Nevada Taverns segment.

Gain on Sale of Business

The gain on sale of business of $69.7 million during the prior year period related to the sale of our distributed gaming operations in Nevada completed on January 10, 2024.

Preopening Expenses

Preopening expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded tavern and casino locations as well as food and beverage and other venues within our casino locations. Preopening expenses for the three months ended March 31, 2025 and 2024 were related to our new branded tavern openings within our Nevada Taverns segment and other ventures.

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Non-Operating Expense, Net

The decrease in non-operating expense, net of $3.2 million, or 30%, for the three months ended March 31, 2025 compared to the prior year period was primarily attributable to the decrease in interest expense, net of interest income as a result of the reduction in the amount of debt obligations outstanding.

Income Taxes

The effective income tax rate was 30.0% for the three months ended March 31, 2025, which differed from the federal income tax rate of 21% primarily due to nondeductible expenses.

Revenues, Adjusted EBITDA and Adjusted EBITDA Margin by Reportable Segment

We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement our consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA is the primary metric used by our chief operating decision maker and investors in measuring both our past and future expectations of performance. Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to the users of our financial statements by excluding specific expenses and gains that we believe are not indicative of our core operating results. Furthermore, our annual performance plan used to determine compensation for our executive officers and employees is tied to the Adjusted EBITDA metric. Both are also measures of operating performance widely used in the gaming industry. The presentation of this additional information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. In addition, other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do.

We define “Adjusted EBITDA” as earnings before depreciation and amortization, non-cash lease benefit or expense, share-based compensation expense, gain or loss on disposal of assets and businesses, loss on debt extinguishment and modification, preopening and related expenses, impairment of assets, interest, income taxes, and other non-cash charges and non-recurring expenses that are deemed to be not indicative of our core operating results. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of reportable segment revenue.

The following table presents our revenues, Adjusted EBITDA and Adjusted EBITDA Margin by reportable segment and our Corporate and Other category reconciled to total revenue and total Adjusted EBITDA along with the reconciliation of total Adjusted EBITDA to our consolidated net income:

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	Three Months Ended March 31,
(In thousands)	2025			2024
Revenues
Nevada Casino Resorts	$	94,221		$	101,012
Nevada Locals Casinos	38,831			38,991
Nevada Taverns	27,470			27,807
Distributed Gaming	—			6,019
Total reportable segments	160,522			173,829
Corporate and Other	321			218
Total revenues	$	160,843		$	174,047

Adjusted EBITDA
Nevada Casino Resorts	$	24,769		$	26,891
Nevada Locals Casinos	17,865			17,536
Nevada Taverns	7,348			7,561
Distributed Gaming	—			484
Total reportable segments	49,982			52,472
Corporate and Other	(12,401)			(11,480)
Total Adjusted EBITDA	$	37,581		$	40,992

Adjusted EBITDA Margin by reportable segment
Nevada Casino Resorts	26		%	27		%
Nevada Locals Casinos	46		%	45		%
Nevada Taverns	27		%	27		%

Income before income tax provision	$	3,570		$	69,456
Income tax provision	(1,071)			(27,493)
Net income	2,499			41,963
Adjustments
Depreciation and amortization	22,469			22,120
Non-cash lease benefit	(93)			(85)
Share-based compensation	3,062			3,269
(Gain) loss on disposal of assets	(27)			14
Gain on sale of business	—			(69,736)
Preopening and related expenses	157			139
System implementation costs (1)	69			—
Other, net	875			5,129
Interest expense, net	7,499			10,686
Income tax provision	1,071			27,493
Adjusted EBITDA	$	37,581		$	40,992

(1)System implementation costs represent expenses related to the implementation of new enterprise resource planning, finance, payroll and human capital management software.

Nevada Casino Resorts

Revenues decreased by $6.8 million, or 7%, and Adjusted EBITDA decreased by $2.1 million, or 8%, for the three months ended March 31, 2025 compared to the prior year period. The decrease in revenues was primarily due to decreases of $1.5 million, $1.3 million, $2.1 million and $1.9 million in gaming, food and beverage, rooms and other revenues, respectively. The decrease in revenues for the three months ended March 31, 2025 was primarily driven by lower visitation to our Nevada Casino Resorts in part related to the strategic decision to reduce the number of entertainment offerings at our Laughlin Event Center. The decrease in Adjusted EBITDA from the prior year period was primarily due to higher labor costs and lower visitation during the current year period.

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Nevada Locals Casinos

Revenues decreased by $0.2 million, or 0.4%, while Adjusted EBITDA increased by $0.3 million, or 2%, for the three months ended March 31, 2025 compared to the prior year period. The decrease in revenues was primarily due to a decrease of $0.2 million in gaming and rooms revenues, each, offset by an increase of $0.2 million in food and beverage revenue. The decrease in gaming revenue for the three months ended March 31, 2025 was primarily attributable to lower slot and bingo revenues, reflecting lower visitation from our rated players at certain of our Nevada Locals Casinos, which also impacted our rooms revenues. The food and beverage revenue increased as a result of strategic value menu initiatives at certain of our properties within the segment. The increase in Adjusted EBITDA compared to the prior year period was primarily driven by the reduction in operating expenses during the three months ended March 31, 2025.

Nevada Taverns

Revenues decreased by $0.3 million, or 1%, and Adjusted EBITDA decreased by $0.2 million, or 3%, for the three months ended March 31, 2025 compared to the prior year period. The slight decrease in revenue was primarily due to $0.3 million and $1.1 million decreases in food and beverage and other revenues, respectively, offset by an increase of $1.1 million in gaming revenues. Our Nevada Taverns experienced slightly lower visitation during the current year period, which impacted our food and beverages revenues for the three months ended March 31, 2025. The year-over-year decrease in other revenues also reflected that certain of our taverns during the prior year period operated under a space lease arrangement where we received a fixed monthly rental fee recognized as other revenue. These taverns operated under a participation agreement with revenue recognized as gaming revenues for the three months ended March 31, 2025. The decrease in Adjusted EBITDA from the prior year period primarily related to higher labor costs and cost of goods in the current year period.

Distributed Gaming

This reportable segment was comprised of our distributed gaming operations in Nevada sold on January 10, 2024. Refer to “Note 1 — Nature of Business and Basis of Presentation” and “Note 2 — Divestitures” in Part I, Item 1: Financial Statements for further information. The decreases in revenues and Adjusted EBITDA compared to the prior year period reflected the exclusion of results from our distributed gaming operations in Nevada following its date of sale.

Adjusted EBITDA Margin

The Adjusted EBITDA margins of each of our reportable segments remained relatively consistent compared to the prior year period. The slightly lower Adjusted EBITDA margin in the Nevada Casino Resorts segment for the three months ended March 31, 2025 was primarily attributable to increases in labor costs and lower visitation compared to the prior year period. A slight improvement in the Adjusted EBITDA margin for the Nevada Casino Locals segment during the current period was driven by the reduction in operating expenses. The Adjusted EBITDA margin for the Nevada Taverns segment was consistent with the prior year period.

Liquidity and Capital Resources

As of March 31, 2025, we had $50.5 million in cash and cash equivalents. We believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our $240 million revolving credit facility (the “Revolving Credit Facility”) will be sufficient to meet our capital requirements during the next 12 months. As of March 31, 2025, we had borrowing availability of $225 million under our Revolving Credit Facility (refer to “Note 6 — Long-Term Debt, Net and Finance Leases” in Part I, Item 1: Financial Statements for additional information regarding our Revolving Credit Facility). Subsequent to the quarter ended March 31, 2025, on April 14, 2025, we borrowed an additional $20 million under our Revolving Credit Facility. Commencing in February 2024, our Board of Directors has declared a recurring quarterly cash dividend of $0.25 per share of our common stock, the first of which was paid on April 4, 2024. Refer to “Note 7 — Shareholders’ Equity and Stock Incentive Plans” in Part I, Item 1: Financial Statements for further discussion on dividends.

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

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

Cash Flows

Net cash provided by operating activities was $28.6 million and $25.8 million for the three months ended March 31, 2025 and

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2024, respectively. The $2.8 million, or 11%, increase in operating cash flows for the three months ended March 31, 2025 compared to the prior year period was primarily related to the timing of working capital spending.

Net cash used in investing activities of $11.9 million for the three months ended March 31, 2025 was related to capital expenditures, primarily at our Nevada Casino Resorts properties. Net cash provided by investing activities of $188.6 million for the three months ended March 31, 2024 was primarily related to the cash receipts of $204.9 million from the sale of our distributed gaming operations in Nevada in January 2024, offset by $16.3 million in capital expenditures, primarily at The STRAT.

Net cash used in financing activities was $23.9 million and $7.7 million for the three months ended March 31, 2025 and 2024, respectively. The $16.2 million, or 210%, increase in net cash used in financing activities during the three months ended March 31, 2025 primarily related to $7.6 million in the aggregate amount paid for the repurchases of our common stock under our share repurchase program, $6.6 million in cash dividends paid, and $5.0 million repayment of borrowings under our Revolving Credit Facility during the current year period. The increase in net cash used in financing activities was partially offset by a $2.5 million reduction in the amount paid for tax withholdings upon the vesting of RSUs and PSUs during the three months ended March 31, 2025.

Long-Term Debt

Refer to “Note 6 — Long-Term Debt, Net and Finance Leases” in Part I, Item 1: Financial Statements for discussion of our debt instruments.

Share Repurchase Program

Share repurchases may be made from time to time in open market transactions, block trades, pursuant to a Rule 10b5-1 trading plan or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with our finance agreements. There is no minimum number of shares that we are required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. Refer to “Note 7 — Shareholders’ Equity and Stock Incentive Plans” in Part I, Item 1: Financial Statements for additional information regarding our share repurchase program and common stock purchases made pursuant to our share repurchase program.

Other Items Affecting Liquidity

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

Commitments, Capital Spending and Development

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

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

Other Opportunities

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

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the

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disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to the application of the acquisition method of accounting, long-lived assets, goodwill and indefinite-lived intangible assets, revenue recognition, income taxes and share-based compensation expenses. We base our estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We believe that our estimates and assumptions are reasonable, based upon information presently available; however, actual results may differ from these estimates under different assumptions or conditions.

As of the date of the most recent quantitative impairment test performed as of October 1, 2024, the estimated fair value of an indefinite-lived trade name within the Nevada Casino Resorts reportable segment did not significantly exceed its carrying value. To the extent we become aware of new facts and circumstances impacting our operations, we will revise our cash flow projections accordingly, as the estimates of future cash flows are highly dependent upon critical estimates, judgments and assumptions, such as: the valuation methodology, the estimated future cash flows for each of our reporting units, the discount rate, future growth rates, and royalty rates used to calculate the present value of such cash flows. Future adverse changes in projections for future operating results or other key assumptions could lead to future indefinite-lived trade name impairments, which could be material.

A description of our critical accounting estimates can be found under Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report. For a more extensive discussion of our accounting policies, refer to “Note 2 — Summary of Significant Accounting Policies” in Part II, Item 8: Financial Statements and Supplemental Data in our Annual Report. There were no material changes to our critical accounting policies and estimates during the three months ended March 31, 2025.

Seasonality

We believe that our businesses are affected by seasonal factors, including holidays, weather and travel conditions. Our casino properties and branded taverns in Nevada have historically experienced lower revenues during the summer as a result of fewer tourists due to higher temperatures, as well as increased vacation activity by local residents. Our branded taverns typically experience higher revenues during the fall which corresponds with several professional sports seasons. While other factors like unemployment levels and market competition may either offset or magnify seasonal effects, some seasonality is likely to continue, which could result in significant fluctuation in our quarterly operating results.

Recently Issued Accounting Pronouncements

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

Regulation and Taxes

Our business is subject to extensive regulation by state gaming authorities. Changes in applicable laws or regulations could have a material adverse effect on us.

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

Off Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt. As of March 31, 2025, our variable rate long-term debt primarily comprised our indebtedness under the Credit Facility (refer to “Note 6 — Long-Term Debt, Net and Finance Leases” in Part I, Item 1: Financial Statements).

As of March 31, 2025, we had $393 million in principal amount of outstanding Term Loan B-1 borrowings under the Credit Facility and $15 million in principal amount of outstanding borrowings under our Revolving Credit Facility. Our primary interest rate under the Credit Facility is the SOFR rate plus an applicable margin. The weighted-average effective interest rate on our

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outstanding borrowings under the Credit Facility was 6.60% for the three months ended March 31, 2025. Assuming the outstanding balance under our Credit Facility remained constant over a year, a 50 basis point increase in the applicable interest rate would increase interest incurred, prior to the effects of capitalized interest, by $2.0 million over a twelve-month period.

As of March 31, 2025, we had $50.5 million in cash and cash equivalents.

ITEM 4. CONTROLS AND PROCEDURES

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

As required by SEC Rule 13a-15(b), we carried out an evaluation , with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures as of March 31, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2025.

During the quarter ended March 31, 2025, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchase of Equity

From time to time, we repurchase shares of our common stock pursuant to our share repurchase program authorized by our Board of Directors on July 27, 2023. Share repurchases may be made from time to time in open market transactions, through block trades, pursuant to a Rule 10b5-1 trading plan or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with our finance agreements. Share repurchases may be made at management’s discretion based on market conditions and financial resources and there is no minimum number of shares that we are required to repurchase. The repurchase program may be suspended or discontinued at any time without prior notice.

The following table presents our common stock repurchases for the three months ended March 31, 2025:

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	Total Number of Shares Purchased (1)	Average Price per Share(2)		Total Number of Shares Purchased as Part of a Publicly Announced Program	Approximate Dollar Value That May Yet Be Purchased Under the Program (in millions)
Period
January 1-31, 2025	—	$	—	—	$	99.4
February 1-28, 2025	—	—		—	99.4
March 1-31, 2025	273,945	27.79		273,945	91.8
Total	273,945	$	27.79	273,945	$	91.8

(1) All repurchased shares were retired and constitute authorized but unissued shares. Shares repurchased to settle employee tax withholding related to the vesting of RSUs or exercise of options are not included in the table above.

(2) Average price paid per share includes broker commissions.

For further details, please refer to “Note 7 — Shareholders’ Equity and Stock Incentive Plans” in Part I, Item 1: Financial Statements.

ITEM 5. OTHER INFORMATION

Our directors and officers (as defined in Rule 16a-1(f)) did not adopt or terminate any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements (as such terms are defined in Item 408(c) of Regulation S-K) during the three months ended March 31, 2025.

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ITEM 6. EXHIBITS


Exhibits						Description

10.1#						First Amendment to the Second Amended and Restated Employment Agreement, dated as of February 24, 2025, by and between Golden Entertainment and Blake L. Sartini II

10.2#						Separation Agreement and General Release, dated March 17, 2025, by and between Golden Entertainment, Inc. and Thomas Haas

10.3#						Golden Entertainment, Inc. 2015 Incentive Award Plan (as Amended and Restated effective February 25, 2025)

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)

# Management contract or compensatory plan or arrangement in which one or more executive officers or directors participates

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SIGNATURES

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



			GOLDEN ENTERTAINMENT, INC.
			(Registrant)

Dated: May 9, 2025			/s/ BLAKE L. SARTINI
			Blake L. Sartini
			Chairman of the Board and Chief Executive Officer
			(Principal Executive Officer)

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

			/s/ VIKTORYIA G. PULLIAM
			Viktoryia G. Pulliam
			Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

GOLDEN ENTERTAINMENT, INC. 10-Q