Golden Entertainment(GDEN) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides the unaudited consolidated financial information of Golden Entertainment, Inc., including financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures ITEM 1. FINANCIAL STATEMENTS (Unaudited) This section presents the unaudited consolidated financial statements of Golden Entertainment, Inc. for the periods ended June 30, 2023, and December 31, 2022, including balance sheets, statements of operations, shareholders' equity, and cash flows, along with condensed notes providing detailed accounting policies, segment information, and disclosures on assets held for sale, debt, and equity Consolidated Balance Sheets This section presents the consolidated balance sheets, detailing assets, liabilities, and shareholders' equity as of June 30, 2023, and December 31, 2022 Consolidated Balance Sheets (in thousands) | Metric (in thousands) | June 30, 2023 | December 31, 2022 | | :-------------------- | :------------ | :---------------- | | Total assets | $1,494,246 | $1,508,670 | | Total liabilities | $1,126,202 | $1,155,750 | | Total shareholders' equity | $368,044 | $352,920 | - Assets held for sale significantly increased to $289.8 million as of June 30, 2023, from $39.6 million at December 31, 2022, reflecting the planned divestitures[8] Consolidated Statements of Operations This section provides the consolidated statements of operations, outlining revenues, expenses, operating income, and net income for the three and six months ended June 30, 2023 and 2022 Consolidated Statements of Operations (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $286,681 | $289,372 | $564,732 | $563,016 | | Total expenses | $250,943 | $244,781 | $496,344 | $485,539 | | Operating income | $35,738 | $44,591 | $68,388 | $77,477 | | Net income | $12,282 | $21,220 | $23,912 | $57,286 | | Diluted EPS | $0.40 | $0.67 | $0.78 | $1.80 | - Net income decreased significantly for both the three-month and six-month periods ended June 30, 2023, primarily due to higher interest expenses and a decrease in operating income[11] Consolidated Statements of Shareholders' Equity This section details the changes in shareholders' equity, including common stock, additional paid-in capital, and accumulated deficit, for the periods ended June 30, 2023 and 2022 Consolidated Statements of Shareholders' Equity (in thousands) | Metric (in thousands) | January 1, 2023 | June 30, 2023 | | :-------------------- | :-------------- | :------------ | | Common stock | $282 | $289 | | Additional Paid-In Capital | $480,060 | $471,265 | | Accumulated Deficit | $(127,422) | $(103,510) | | Total Shareholders' Equity | $352,920 | $368,044 | - Total shareholders' equity increased from $352.9 million at January 1, 2023, to $368.0 million at June 30, 2023, driven by net income and share-based compensation, partially offset by tax benefits from share-based compensation[14] Consolidated Statements of Cash Flows This section presents the consolidated statements of cash flows, categorizing cash activities into operating, investing, and financing for the six months ended June 30, 2023 and 2022 Cash Flow Activity (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $100,863 | $91,052 | | Net cash used in investing activities | $(53,655) | $(20,913) | | Net cash used in financing activities | $(23,724) | $(111,516) | | Change in cash and cash equivalents | $23,484 | $(41,377) | | Balance, end of period | $165,518 | $179,163 | - Operating cash flows increased by $9.8 million (11%) year-over-year for the six months ended June 30, 2023, primarily due to timing of working capital spending[16][152] - Net cash used in investing activities increased significantly by $32.8 million (157%) due to higher capital expenditures, mainly at The STRAT[16][153] - Net cash used in financing activities decreased by $87.8 million (79%) due to fewer debt prepayments and common stock repurchases compared to the prior year, partially offset by increased tax withholding on share-based payments and fees for credit facility amendments[16][154] Condensed Notes to Consolidated Financial Statements This section provides condensed notes detailing accounting policies, segment information, assets held for sale, debt, and equity disclosures for the financial statements Note 1 — Nature of Business and Basis of Presentation This note describes Golden Entertainment's diversified business operations across five segments and the basis for presenting its consolidated financial statements - Golden Entertainment operates a diversified entertainment platform including casino and distributed gaming operations across five reportable segments: Nevada Casino Resorts, Nevada Locals Casinos, Maryland Casino Resort, Nevada Taverns, and Distributed Gaming[20][21] - The Company completed the sale of Rocky Gap Casino Resort on July 25, 2023, for $260 million and entered into definitive agreements to sell its Distributed Gaming Operations for $322.5 million, expected to close in Q4 2023[22][23] - The Company adopted ASU No. 2021-08 on January 1, 2023, which did not materially impact its financial statements[30] Note 2 — Assets Held for Sale This note details assets and liabilities classified as held for sale, including those related to the Maryland Casino Resort and Distributed Gaming segments - Assets related to Rocky Gap were classified as held for sale as of September 30, 2022, and Distributed Gaming Operations as of March 31, 2023, ceasing depreciation and amortization for these assets[33][34] Assets Held for Sale (in thousands) | Asset Category (in thousands) | Maryland Casino Resort | Distributed Gaming | Total Assets Held for Sale | | :---------------------------- | :--------------------- | :----------------- | :------------------------- | | Total current assets held for sale | $9,749 | $45,688 | $55,437 | | Property and equipment, net | $24,441 | $33,868 | $58,309 | | Goodwill | — | $77,645 | $77,645 | | Total assets held for sale | $41,236 | $248,574 | $289,810 | | Total liabilities related to assets held for sale | $11,039 | $58,893 | $69,932 | Segment Revenues and Pretax Income (in thousands) | Segment (in thousands) | Three Months Ended June 30, 2023 Revenues | Three Months Ended June 30, 2023 Pretax Income | Six Months Ended June 30, 2023 Revenues | Six Months Ended June 30, 2023 Pretax Income | | :--------------------- | :---------------------------------------- | :-------------------------------------------- | :-------------------------------------- | :-------------------------------------------- | | Maryland Casino Resort | $19,605 | $5,693 | $37,733 | $10,810 | | Distributed Gaming | $89,084 | $9,400 | $179,485 | $16,943 | Note 3 — Property and Equipment This note provides information on the Company's property and equipment, net, including changes in depreciation expense and impairment assessments Property and Equipment, Net (in thousands) | Metric (in thousands) | June 30, 2023 | December 31, 2022 | | :-------------------- | :------------ | :---------------- | | Property and equipment, net | $815,239 | $840,731 | - Depreciation expense decreased to $21.1 million for Q2 2023 (from $23.4 million in Q2 2022) and $43.3 million for YTD 2023 (from $47.8 million in YTD 2022), primarily due to assets classified as held for sale and fully depreciated assets[37] - No impairment of long-lived assets was identified during the three and six months ended June 30, 2023 and 2022[38] Note 4 — Goodwill and Intangible Assets This note details the Company's goodwill by segment and intangible assets, including indefinite-lived and amortizing assets, and related amortization expenses Goodwill by Segment (in thousands) | Segment (in thousands) | December 31, 2022 | June 30, 2023 | | :--------------------- | :---------------- | :------------ | | Nevada Casino Resorts | $22,105 | $22,105 | | Nevada Locals Casinos | $38,187 | $38,187 | | Nevada Taverns | $20,459 | $20,459 | | Distributed Gaming | $77,645 | — | | Total Goodwill | $158,396 | $80,751 | Intangible Assets, Net (in thousands) | Intangible Asset (in thousands) | December 31, 2022 Net | June 30, 2023 Net | | :------------------------------ | :-------------------- | :---------------- | | Indefinite-lived (Trade names) | $46,800 | $46,800 | | Amortizing (Player relationships, etc.) | $42,752 | $2,576 | | Total Intangible Assets, Net | $89,552 | $49,376 | - Goodwill for the Distributed Gaming segment was reduced to zero by June 30, 2023, due to its classification as held for sale[40] - Total amortization expense for intangible assets decreased significantly to $0.4 million for Q2 2023 (from $1.9 million in Q2 2022) and $1.7 million for YTD 2023 (from $3.8 million in YTD 2022)[42] Note 5 — Accrued Liabilities This note presents a breakdown of current accrued liabilities, including gaming liabilities, interest, taxes, and other accrued amounts Accrued Liabilities (in thousands) | Accrued Liability (in thousands) | June 30, 2023 | December 31, 2022 | | :------------------------------- | :------------ | :---------------- | | Gaming liabilities | $10,398 | $10,952 | | Interest | $5,890 | $6,036 | | Accrued taxes, other than income taxes | $4,896 | $9,291 | | Other accrued liabilities | $5,419 | $5,027 | | Deposits | $2,229 | $2,059 | | Total current accrued liabilities | $28,832 | $33,365 | - Total current accrued liabilities decreased from $33.4 million at December 31, 2022, to $28.8 million at June 30, 2023, primarily due to a reduction in accrued taxes[43] Note 6 — Long-Term Debt This note details the Company's long-term debt instruments, including Term Loan B, Term Loan B-1, and unsecured notes, along with changes to its credit facility and interest rates Long-Term Debt (in thousands) | Debt Instrument (in thousands) | June 30, 2023 | December 31, 2022 | | :----------------------------- | :------------ | :---------------- | | Term Loan B | $175,000 | $575,000 | | Term Loan B-1 | $400,000 | — | | 2026 Unsecured Notes | $335,461 | $335,461 | | Total long-term debt, net and finance leases | $895,602 | $900,464 | - The Company modified its Credit Facility on May 26, 2023, establishing a new $400 million Term Loan B-1 and extending the Revolving Credit Facility maturity, using proceeds to repay a portion of the existing Term Loan B[45] - The weighted-average effective interest rate on outstanding borrowings under the Credit Facility increased to 7.97% for Q2 2023 and 7.75% for YTD 2023[47] - Subsequent to June 30, 2023, the Company fully repaid and discharged the Term Loan B using proceeds from the Rocky Gap sale[48][90] Note 7 — Shareholders' Equity and Stock Incentive Plans This note outlines changes in shareholders' equity, including share repurchase programs, stock option activity, and share-based compensation expenses for RSUs and PSUs - The Board of Directors re-authorized the share repurchase program to $75 million on November 1, 2022, with $61.5 million remaining as of June 30, 2023, and it was further increased to $100 million on July 27, 2023[52] - No shares were repurchased during the three and six months ended June 30, 2023, compared to 515 thousand shares ($22.5 million) and 784 thousand shares ($37.7 million) in the prior year periods, respectively[53] Stock Option Activity | Stock Option Activity | Shares Outstanding at Jan 1, 2023 | Shares Outstanding at June 30, 2023 | | :-------------------- | :-------------------------------- | :---------------------------------- | | Outstanding | 2,071,994 | 2,030,854 | | Exercised | — | (41,140) | - Share-based compensation expense for RSUs was $1.9 million (Q2 2023) and $3.7 million (YTD 2023), and for PSUs was $1.4 million (Q2 2023) and $2.9 million (YTD 2023)[58] Note 8 — Income Tax This note provides information on the Company's effective income tax rates and the factors contributing to differences from the federal statutory rate Effective Income Tax Rate | Period | Effective Income Tax Rate | | :----- | :------------------------ | | Q2 2023 | 25.7% | | YTD 2023 | 22.7% | | Q2 2022 | 26.3% | | YTD 2022 | (23.5)% | - The effective tax rates for 2023 differed from the federal rate of 21% primarily due to the limitation on tax deductions for executive compensation exceeding $1 million[62][61] - The negative effective tax rate for YTD 2022 was a result of a partial reversal of the deferred tax asset valuation allowance in Q1 2022[62] Note 9 — Financial Instruments and Fair Value Measurements This note describes the Company's financial instruments and their fair value measurements, categorized by a three-level hierarchy, primarily focusing on long-term debt - The Company classifies financial assets and liabilities based on a three-level fair value hierarchy, with most long-term debt (Term Loan B, Term Loan B-1, 2026 Unsecured Notes) classified as Level 2[64][65] Debt Instrument Carrying Amount and Fair Value (in thousands) | Debt Instrument (in thousands) | Carrying Amount (June 30, 2023) (in thousands) | Fair Value (June 30, 2023) (in thousands) | Fair Value Hierarchy | | :----------------------------- | :---------------------------------------------- | :----------------------------------------- | :------------------- | | Term Loan B | $175,000 | $175,438 | Level 2 | | Term Loan B-1 | $400,000 | $400,000 | Level 2 | | 2026 Unsecured Notes | $335,461 | $335,998 | Level 2 | | Finance lease liabilities | $1,925 | $1,925 | Level 3 | | Notes payable | $969 | $969 | Level 3 | Note 10 — Commitments and Contingencies This note outlines the Company's commitments and contingencies, including contingent gaming expenses, business interruption claims, and ongoing legal proceedings - Contingent payments recognized as gaming expenses under participation agreements were $52.9 million for Q2 2023 and $106.2 million for YTD 2023[67] - The Company received $8.1 million from the sale of business interruption claims and incurred $2.4 million in related fees during Q2 2023[69] - The Company is involved in various legal proceedings but believes their resolution should not have a material adverse effect on its business[68] Note 11 — Segment Information This note provides detailed financial information by reportable segment, including revenues and Adjusted EBITDA, and defines the primary performance metric used by management - The Company operates through five reportable segments: Nevada Casino Resorts, Nevada Locals Casinos, Maryland Casino Resort, Nevada Taverns, and Distributed Gaming, plus a Corporate and Other segment[70] - Adjusted EBITDA is the primary metric used by management to measure segment performance, excluding non-operating and non-core charges[78][133] Segment Revenues (in thousands) | Segment (in thousands) | Q2 2023 Revenues | Q2 2022 Revenues | YTD 2023 Revenues | YTD 2022 Revenues | | :--------------------- | :--------------- | :--------------- | :---------------- | :---------------- | | Nevada Casino Resorts | $102,562 | $107,498 | $202,738 | $203,933 | | Nevada Locals Casinos | $39,829 | $39,785 | $81,067 | $79,674 | | Maryland Casino Resort | $19,605 | $20,546 | $37,733 | $38,438 | | Nevada Taverns | $27,319 | $28,144 | $54,912 | $56,598 | | Distributed Gaming | $89,084 | $93,225 | $179,485 | $183,993 | | Corporate and other | $8,282 | $174 | $8,797 | $380 | | Total Revenues | $286,681 | $289,372 | $564,732 | $563,016 | Segment Adjusted EBITDA (in thousands) | Segment (in thousands) | Q2 2023 Adjusted EBITDA | Q2 2022 Adjusted EBITDA | YTD 2023 Adjusted EBITDA | YTD 2022 Adjusted EBITDA | | :--------------------- | :---------------------- | :---------------------- | :----------------------- | :----------------------- | | Nevada Casino Resorts | $28,044 | $38,892 | $59,755 | $72,467 | | Nevada Locals Casinos | $19,471 | $19,795 | $39,631 | $39,833 | | Maryland Casino Resort | $5,898 | $7,242 | $11,026 | $12,814 | | Nevada Taverns | $8,450 | $10,654 | $16,988 | $21,430 | | Distributed Gaming | $9,950 | $11,540 | $19,734 | $22,817 | | Corporate and other | $(13,403) | $(13,107) | $(26,557) | $(27,020) |\ | Total Adjusted EBITDA | $58,410 | $75,016 | $120,577 | $142,341 | Note 12 — Related Party Transactions This note discloses transactions with related parties, including lease agreements for office space and aircraft time-sharing, and common stock repurchases from a Board member - The Company has lease agreements for office space and aircraft time-sharing agreements with entities beneficially owned or controlled by its Chairman and CEO, Mr. Sartini, and other executives[83][85] - Rent expense for office space was $0.1 million for Q2 2023 and $0.2 million for YTD 2023[83] - The Company incurred less than $0.1 million under aircraft agreements for Q2 2023 and $0.1 million for YTD 2023[87] - During Q2 2022, the Company repurchased 210,000 shares of common stock from a Board member for $8.9 million[88] Note 13 — Subsequent Events This note reports significant events occurring after the balance sheet date, including the sale of Rocky Gap, repayment of debt, and changes to the share repurchase program and dividend declaration - On July 25, 2023, the Company completed the sale of Rocky Gap for $260 million cash, using a portion of proceeds to repay the Term Loan B[90] - On July 27, 2023, the Board of Directors increased the share repurchase program to $100 million and declared a one-time cash dividend of $2.00 per share, payable August 25, 2023[91][149] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on the Company's financial condition and results of operations, including an overview of business segments, recent divestitures, detailed analysis of revenues and expenses, liquidity, capital resources, and critical accounting policies. It highlights the impact of sales of Rocky Gap and Distributed Gaming Operations, and changes in segment performance Overview This section provides an overview of Golden Entertainment's diversified casino and distributed gaming operations, including recent divestitures of Rocky Gap and Distributed Gaming Operations - Golden Entertainment operates a diversified entertainment platform focused on casino and distributed gaming, including eight Nevada casino properties and branded taverns[97] - The Company completed the sale of Rocky Gap Casino Resort for $260 million on July 25, 2023[98] - Definitive agreements were signed on March 3, 2023, to sell Distributed Gaming Operations for $322.5 million, with closing expected in Q4 2023, subject to regulatory approvals[99] Operations by Segment This section describes the operational characteristics and target markets of the Company's key segments: Nevada Casino Resorts, Nevada Locals Casinos, Nevada Taverns, and Distributed Gaming - Nevada Casino Resorts (The STRAT, Aquarius, Edgewater) cater to regional drive-in customers, offering extensive amenities and a larger number of hotel rooms[101][104][105] - Nevada Locals Casinos (Arizona Charlie's, Pahrump properties) serve local customers with high visitation frequency, primarily generating revenue from slot machines and having limited hotel rooms[107][108][109] - Nevada Taverns operate 65 branded locations, offering a casual, upscale environment with food, craft beer, and up to 15 slot machines, targeting local patrons younger than traditional casino customers[111] - Distributed Gaming involves operating over 10,300 slot machines and amusement devices in nearly 1,000 third-party non-casino locations across Nevada and Montana, catering to local residents with high frequency visitation[112][115] Consolidated Results of Operations This section analyzes the Company's consolidated financial performance, including total revenues, expenses, operating income, and net income, highlighting key drivers of change Consolidated Results of Operations (in thousands) | Metric (in thousands) | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | | :-------------------- | :------ | :------ | :------- | :------- | | Total Revenues | $286,681 | $289,372 | $564,732 | $563,016 | | Total Expenses | $250,943 | $244,781 | $496,344 | $485,539 | | Operating Income | $35,738 | $44,591 | $68,388 | $77,477 | | Net Income | $12,282 | $21,220 | $23,912 | $57,286 | - Total revenues decreased by 1% for Q2 2023 YoY, driven by decreases in gaming and rooms revenues, partially offset by increases in food and beverage and other revenues (including business interruption claims sale)[121] - Operating expenses increased by 1% for Q2 2023 YoY, mainly due to higher labor and cost of goods in food & beverage and rooms, and increased other operating expenses, partially offset by decreased gaming operating expenses[123] - Selling, General and Administrative (SG&A) expenses increased by 17% for Q2 2023 YoY, primarily due to higher payroll, marketing, utilities, vendor fees, and maintenance costs[125] - Non-operating expense, net, increased by 21% for Q2 2023 YoY, mainly due to a 28% increase in interest expense driven by higher interest rates[130] Revenues and Adjusted EBITDA by Reportable Segment This section provides a detailed breakdown of revenues and Adjusted EBITDA for each reportable segment, analyzing performance trends and contributing factors Segment Revenues and Adjusted EBITDA (in thousands) | Segment | Q2 2023 Revenues (in thousands) | Q2 2022 Revenues (in thousands) | Q2 2023 Adjusted EBITDA (in thousands) | Q2 2022 Adjusted EBITDA (in thousands) | | :------ | :------------------------------ | :------------------------------ | :------------------------------------- | :------------------------------------- | | Nevada Casino Resorts | $102,562 | $107,498 | $28,044 | $38,892 | | Nevada Locals Casinos | $39,829 | $39,785 | $19,471 | $19,795 | | Maryland Casino Resort | $19,605 | $20,546 | $5,898 | $7,242 | | Nevada Taverns | $27,319 | $28,144 | $8,450 | $10,654 | | Distributed Gaming | $89,084 | $93,225 | $9,950 | $11,540 | - Nevada Casino Resorts revenues decreased by 5% for Q2 2023 YoY, and Adjusted EBITDA decreased by 28%, primarily due to lower visitation, reevaluation of marketing programs, and higher labor/cost of goods[135][139] - Nevada Taverns revenues decreased by 3% and Adjusted EBITDA decreased by 21% for Q2 2023 YoY, attributed to decreased visitation and higher labor/cost of goods[145] - Distributed Gaming revenues decreased by 4% and Adjusted EBITDA decreased by 14% for Q2 2023 YoY, due to decreased demand for gaming and increased costs of providing services[146] - Adjusted EBITDA margins generally decreased across all segments for Q2 2023 YoY, primarily due to increases in labor costs and cost of goods[147][148] Liquidity and Capital Resources This section assesses the Company's financial liquidity, capital resources, and cash flow activities, including cash balances, credit facility availability, and changes in operating, investing, and financing cash flows - As of June 30, 2023, the Company had $165.5 million in cash and cash equivalents, including $44.7 million related to assets held for sale, and $240 million borrowing availability under its Revolving Credit Facility[149] - The Company expects its cash and cash equivalents, operating cash flows, and revolving credit facility to be sufficient for capital requirements over the next 12 months[149] - Net cash provided by operating activities increased by 11% to $100.9 million for YTD 2023, while net cash used in investing activities increased by 157% to $53.7 million due to higher capital expenditures[152][153] - Net cash used in financing activities decreased by 79% to $23.7 million for YTD 2023, primarily due to fewer debt and stock repurchases compared to the prior year[154] Critical Accounting Policies and Estimates This section outlines the significant accounting policies and estimates that require management judgment and are crucial to the Company's financial reporting - The Company's financial statements rely on estimates and assumptions, including those related to acquisition accounting, long-lived assets, goodwill, revenue recognition, income taxes, and share-based compensation[162] - There were no material changes to critical accounting policies and estimates during the three and six months ended June 30, 2023[163] Seasonality This section discusses how seasonal factors, including holidays, weather, and travel conditions, influence the Company's business operations and revenues - The Company's businesses are affected by seasonal factors, including holidays, weather, and travel conditions[164] - Nevada operations typically experience lower revenues in summer due to high temperatures and increased local vacations, while Montana distributed gaming sees higher revenues in winter due to inclement weather[164] Regulation and Taxes This section addresses the extensive state gaming regulations and tax laws that govern the Company's casino and distributed gaming industries, and their potential impact - The casino and distributed gaming industries are subject to extensive state gaming regulations, and changes could materially affect the Company[167] - The gaming industry is a significant source of tax revenues, and potential changes in tax law could adversely impact the Company's financial position[168] Off Balance Sheet Arrangements This section confirms the absence of material off-balance sheet arrangements that could significantly affect the Company's financial condition or results of operations - The Company has no material off-balance sheet arrangements that would significantly affect its financial condition or results of operations[169] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section details the Company's exposure to market risks, primarily interest rate risk associated with its variable rate long-term debt under the Credit Facility. It quantifies the potential impact of interest rate changes on interest expense - The Company's primary market risk exposure is interest rate risk from its variable rate long-term debt under the Credit Facility[170] - As of June 30, 2023, outstanding variable rate debt included $175 million Term Loan B and $400 million Term Loan B-1. A 50 basis point increase in the applicable interest rate would increase annual interest incurred by $2.0 million[171] - Following the repayment of Term Loan B in July 2023, the Company no longer has financial instruments linked to LIBOR[172] ITEM 4. CONTROLS AND PROCEDURES This section confirms the effectiveness of the Company's disclosure controls and procedures as of June 30, 2023, and states that there have been no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2023[174] - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2023[175] PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, other information, and a list of exhibits filed with the quarterly report ITEM 1. LEGAL PROCEEDINGS This section refers to the detailed discussion of the Company's legal proceedings and related commitments and contingencies found in Note 10 of the financial statements - Information on legal proceedings is cross-referenced to Note 10 — Commitments and Contingencies in Part I, Item 1: Financial Statements[176] ITEM 1A. RISK FACTORS This section directs readers to the comprehensive risk factors discussed in the Company's Annual Report on Form 10-K and prior Quarterly Report on Form 10-Q, noting no material changes in the current period - Readers should consider risk factors from the Annual Report on Form 10-K and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023[177] - There have been no material changes to the previously described risk factors[177] ITEM 5. OTHER INFORMATION This section states that no Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors and officers during the three months ended June 30, 2023 - Directors and officers did not adopt or terminate any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2023[178] ITEM 6. EXHIBITS This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including amendments to credit agreements, certifications, and XBRL-related documents - Key exhibits include the Second Amendment to First Lien Credit Agreement (Exhibit 10.1) and certifications from the CEO, CFO, and Senior VP of Accounting (Exhibits 31.1, 31.2, 32.1)[180] - XBRL (eXtensible Business Reporting Language) documents are also included as exhibits for interactive data filing[180] SIGNATURES This section contains the required signatures of the Company's principal executive officer, principal financial officer, and principal accounting officer, certifying the filing of the Quarterly Report on Form 10-Q - The report is signed by Blake L. Sartini (Chairman of the Board and Chief Executive Officer), Charles H. Protell (President and Chief Financial Officer), and Thomas E. Haas (Senior Vice President of Accounting)[181]