United States Securities and Exchange Commission Form 8-K Golden Nugget Online Gaming, Inc
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1510 West Loop South, Houston, Texas 77027 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: 713-850-1010 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange on which Title of each class Symbol(s) registered Class A common stock, par value $0.0001 per share GNOG The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x 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. ¨ Item 2.02 Results of Operations and Financial Condition. On March 23, 2021, Golden Nugget Online Gaming, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and fiscal year ended December 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A slide presentation, which includes supplemental information relating to the Company's fourth quarter and fiscal year financial results, is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release, dated March 23, 2021. 99.2 Slide Presentation. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GOLDEN NUGGET ONLINE GAMING, INC. Date: March 23, 2021 By: /s/ Michael Harwell Name: Michael Harwell Title: Chief Financial Officer Exhibit 99.1 Golden Nugget Online Gaming, Inc. Reports Financial Results for the Fourth Quarter and Year Ended December 31, 2020 Houston (March 23, 2021) – Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) (the “Company”) today reported its financial results for the fourth quarter and for the year ended December 31, 2020. Fourth Quarter Highlights - Revenues were $23.0 million, representing an increase of 47.9% over the prior year. - Operating income of $2.0 million after acquisition transaction related expenses of $4.1 million. - Net loss of $34.2 million after acquisition transaction and debt extinguishment related expenses totaling $37.8 million. - Adjusted EBITDA of $6.2 million Full Year Highlights - Revenues were $91.1 million, an increase of 64.4% over 2019. - Operating income of $24.5 million after acquisition transaction related expenses of $4.1 million. - Net loss of $31.7 million after acquisition transaction and debt extinguishment related expenses totaling $37.8 million. - Adjusted EBITDA of $28.9 million. Revenues for the three months ended December 31, 2020, totaled $23.0 million, as compared to $15.6 million for the three months ended December 31, 2019. Net loss was $34.2 million, compared to net income of $3.2 million in the prior year comparable period. Adjusted EBITDA, as defined below, for the three months ended December 31, 2020 was $6.2 million compared to $4.8 million last year. Results for the fourth quarter of 2020 reflect interest expense associated with the term loan credit agreement entered into on April 28, 2020. Additionally, our fourth quarter results reflect costs associated with the completion of the acquisition transaction (the “Acquisition Transaction”) with Golden Nugget Online Gaming, LLC (“Old GNOG”), as well as debt extinguishment costs associated with the repayment of $150.0 million of their term loan. Acquisition transaction related expenses totaled $4.1 million, debt extinguishment expenses totaled $25.4 million and the accelerated amortization of deferred loan costs and debt premium associated with the extinguishment totaled $8.3 million. Revenues for the year ended December 31, 2020 were $91.1 million, as compared to $55.4 million for the year ended December 31, 2019. Net loss for the year totaled $31.7 million, compared to net income in the prior year of $11.7 million. Adjusted EBITDA, as defined below, for the year ended December 31, 2020 was $28.9 million compared $17.8 million in the previous year. Results for the year ended December 31, 2020 reflect interest expense associated with the term loan credit agreement entered into on April 28, 2020. Additionally, results for the year ended December 31, 2020 reflect costs associated with the completion of the Acquisition Transaction with Old GNOG, as well as debt extinguishment costs associated with the repayment of $150.0 million of their term loan. Acquisition transaction related expenses totaled $4.1 million, debt extinguishment expenses totaled $25.4 million and the accelerated amortization of deferred loan costs and debt premium associated with the extinguishment totaled $8.3 million. President, Thomas Winter commented “We are extremely proud of everything achieved by Golden Nugget Online Gaming in what was a challenging year for everyone. We completed our public listing and our business grew faster than ever before while maintaining high levels of profit margins. We view 2020 as a year that validates our iGaming focused strategy and, combined with our increasing market access footprint, gives us conviction in our ability to take advantage of what we believe could ultimately be a $30.0 billion market opportunity.” Chairman and Chief Executive Officer, Tilman Fertitta added “The large and long-tailed opportunity for iGaming paired with the strategic benefits GNOG has within the Golden Nugget and Landry’s network is a powerful combination. I echo Thomas’ enthusiasm and excitement for the future and thank him and the entire Golden Nugget Online Gaming team for an incredible 2020 and everything that lies ahead.” Business Update - Completed our public listing on December 29, 2021. - Launched our online casino and sportsbook in Michigan on January 22, 2021, in partnership with the Ojibwa casino. - Launched a new version of our online sportsbook in New Jersey on March 4, powered by the award-winning OpenSports platform, from Scientific Games Digital. - Secured market access in Illinois to offer online sports betting and, if permitted in the future, online casino wagering, subject to regulatory approvals. - Secured market access in West Virginia to offer mobile sports and online casino wagering through an agreement with the Greenbriar Hotel Corporation, subject to regulatory approvals. - Secured market access in New York for online casino wagering, subject to legislation, regulatory approval, license eligibility and availability. - Secured an online sports betting temporary permit in Virginia. - Completed the redemption of our public warrants on March 8, 2021, which resulted in total cash proceeds to the Company of $110.2 million. Conference Call Details A conference call for investors will be held Tuesday, March 23, 2021, at 4:00 p.m. Central Time to discuss the Company's fourth quarter and full year end 2020 results. The call can be accessed live over the telephone by dialing (720) 452-9102 and reference confirmation code 8375099. A replay of the call will be available on the Company's website https://www.gnoginc.com About GNOG Golden Nugget Online Gaming, Inc. is a leading online gaming company that is considered a market leader by its peers and was first to bring Live Dealer and Live Casino Floor to the United States online gaming market. GNOG was the recipient of 15 eGaming Review North America Awards, including the coveted "Operator of the Year" award in 2017, 2018, 2019 and 2020. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release, including guidance, our expected results of operations or financial condition, business strategy and plans, user growth and engagement, product initiatives, and objectives of management for future operations, and the impact of COVID-19 on our business and the economy as a whole, are forward-looking statements.