GOLDEN ENTERTAINMENT, INC. (NASDAQ:GDEN) Files An 8-K Financial Statements and Exhibits
Item 9.01(a) and the pro forma financial information required by Item 9.01(b) of Current Report on Form 8-K would be filed by amendment. This Amendment No. 1 to Current Report on Form 8-K (this “Amended Form 8-K”) amends the Initial Form 8-K to provide the required financial statements and pro forma financial information.

This Amended Form 8-K should be read in conjunction with the Initial Form 8-K and the Company’s other filings with the SEC. Except as stated herein, this Amended Form 8-K does not reflect events occurring after the filing of the Initial Form 8-K with the SEC on October 23, 2017 and no attempt has been made in this Amended Form 8-K to modify or update other disclosures as presented in the Initial Form 8-K.

Item 8.01Other Events.

In addition to the unaudited pro forma financial information filed as Exhibit 99.3 to this Amended Form 8-K, the Company has prepared the following non-GAAP financial information to present the unaudited pro forma Adjusted EBITDA of the Company for the year ended December 31, 2016 and the nine months ended September 30, 2017, based on the unaudited pro forma combined statements of operations of the Company, which were prepared as if the Acquisition occurred on January 1, 2016.

The following table presents unaudited pro forma combined net income and unaudited pro forma Adjusted EBITDA for the year ended December 31, 2016 and the nine months ended September 30, 2017:

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

The unaudited pro forma financial information (both GAAP and non-GAAP) above has been prepared by management for illustrative purposes only and does not purport to represent what the results of operations or other financial information of the Company would have been if the Acquisition had occurred as of the date indicated or what such results will be for any future periods. The unaudited pro forma financial information is based on preliminary estimates and assumptions and on the information available at the time of the preparation of this report. Any of these preliminary estimates and assumptions may change, be revised or prove to be materially different, and the estimates and assumptions may not be representative of facts existing at the time of the Acquisition. The unaudited pro forma financial information does not reflect non-recurring charges that will be incurred in connection with the Acquisition, nor the cost savings and synergies expected to result from the Acquisition (and associated costs to achieve such savings or synergies), nor any costs associated with severance, restructuring or integration activities resulting from the Acquisition. Readers are therefore cautioned not to place undue reliance on the unaudited pro forma financial information. For information regarding the unaudited pro forma financial information and the associated adjustments, see the pro forma combined financial statements and the notes related thereto filed herewith as Exhibit 99.3, which are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

The audited consolidated financial statements of American as of December 31, 2016 and 2015, and for the years ended December 31, 2016, 2015 and 2014, and the notes related thereto (the “Audited Financial Statements”), and the unaudited interim condensed consolidated financial statements of American as of September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016, and the notes related thereto (the “Interim Financial Statements”) are filed herein as Exhibit 99.1 and 99.2, respectively. The Audited Financial Statements and the Interim Financial Statements are incorporated herein by reference.

The unaudited pro forma combined balance sheet of the Company and American as of September 30, 2017 and the unaudited pro forma combined statements of operations for the year ended December 31, 2016 and the nine months ended September 30, 2017, and the notes related thereto are filed herein as Exhibit 99.3 and are incorporated herein by reference.

GOLDEN ENTERTAINMENT, INC. Exhibit
EX-23.1 2 gden-ex231_161.htm EX-23.1 gden-ex231_161.htm Exhibit 23.1                             Consent of Independent Certified Public Accountants   We have issued our report dated March 28,…
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About GOLDEN ENTERTAINMENT, INC. (NASDAQ:GDEN)

Golden Entertainment, Inc., formerly Lakes Entertainment, Inc. is a gaming company. The Company focuses on distributed gaming, including tavern gaming, and casino and resort operations. The Company’s segments include Distributed Gaming, Casinos, and Corporate and Other. The Distributed Gaming segment involves the installation, maintenance and operation of gaming devices in certain non-casino locations, such as grocery stores, convenience stores, restaurants, bars, taverns, saloons and liquor stores, and the operation of traditional, branded taverns targeting local patrons, primarily in the greater Las Vegas, Nevada metropolitan area. The Casinos segment includes the operations of Rocky Gap Casino Resort (Rocky Gap) in Flintstone, Maryland, and approximately three casinos in Pahrump, Nevada, including Pahrump Nugget Hotel Casino (Pahrump Nugget), Gold Town Casino, and Lakeside Casino & RV Park. Its tavern brands include PT’s Pub, PT’s Gold, PT’s Place, Sierra Gold and Sean Patrick’s.