Shareholders’ Equity and Stock Incentive Plans

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Shareholders’ Equity and Stock Incentive Plans

Share Repurchase Program

On August 3, 2021, the Company’s Board of Directors authorized a share repurchase program of $50 million. In December 2021, the Company repurchased 226,485 shares of its common stock pursuant to its share repurchase program in open market transactions at an average price of $46.87 per share, resulting in a charge to accumulated deficit of $10.6 million. In March 2022, the Company repurchased 268,791 shares of its common stock pursuant to its share repurchase program in open market transactions at an average price of $56.54 per share, resulting in a charge to accumulated deficit of $15.2 million. On May 3, 2022, the Company’s Board of Directors re-authorized its $50 million share repurchase program. During three months ended June 30, 2022, the Company repurchased 515,000 shares of its common stock pursuant to its share repurchase program at an average price of $43.63 per share, resulting in a charge to accumulated deficit of $22.5 million. There were no share repurchases during the three months ended September 30, 2022 and as of September 30, 2022, the Company had $27.5 million of remaining share repurchase availability under its May 3, 2022 share repurchase authorization. On November 1, 2022, the Company’s Board of Directors increased its share repurchase program to $75 million.

Share repurchases may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. There is no minimum number of shares that the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice.

Stock Options

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


	Stock Options
	Shares	Weighted-Average Exercise Price
Outstanding at January 1, 2022	2,141,494	$	11.31
Granted	—	$	—
Exercised	(67,000)	$	9.85
Cancelled	—	$	—
Expired	—	$	—
Outstanding at September 30, 2022	2,074,494	$	11.36
Exercisable at September 30, 2022	2,074,494	$	11.36

There was no share-based compensation expense related to stock options for the three and nine months ended September 30, 2022 or for the three months ended September 30, 2021, and the Company recorded share-based compensation expense of $0.2 million for the nine months ended September 30, 2021. The Company did not have any remaining unrecognized share-based compensation expense related to stock options as of September 30, 2022 and 2021.

Restricted Stock Units

The following table summarizes the Company’s activity related to time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”):


	RSUs			PSUs
	Shares	Weighted-Average Grant Date Fair Value		Shares (1)		Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2022	815,420	$	18.17	705,577	(2)	$	13.84
Granted	122,577	$	52.05	83,579		$	53.51
Performance certification	—	$	—	534,383	(3)	$	—
Vested	(363,450)	$	17.78	(247,380)	(4)	$	12.51
Cancelled	(28,269)	$	17.63	—		$	—
Outstanding at September 30, 2022	546,278	$	26.06	1,076,159		$	17.17

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

(2) Includes 171,194 shares of PSUs granted in March 2019 that were certified below target during the three months ended March 31, 2021 and vested in March 2022. Also includes PSUs granted in March 2020 and March 2021 at “target.”

(3) The Company’s financial results for the applicable performance goals were certified during the three months ended March 31, 2022 and 200% of the target PSUs granted in March 2020 and March 2021 were deemed “earned.” Includes 38,093 incremental shares issued in March 2022 in connection with vesting of PSUs granted in March 2020 due to such award “earned” at 200% of the “target.” The remaining PSUs granted in March 2020 and March 2021 will be eligible to vest on March 14, 2023 and 2024, respectively.

(4) Comprises 171,194 shares of PSUs granted in March 2019 and 76,186 shares of PSUs granted in March 2020 that vested in March 2022.

Share-based compensation expense related to RSUs was $1.8 million and $5.1 million for the three and nine months ended September 30, 2022, respectively, and $2.2 million and $5.3 million for the three and nine months ended September 30, 2021, respectively. Share-based compensation expense related to PSUs was $1.5 million and $4.6 million for the three and nine months ended September 30, 2022, respectively, and $0.8 million and $2.7 million for the three and nine months ended September 30, 2021, respectively.

As of September 30, 2022, there was $10.0 million and $8.3 million of unamortized share-based compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of 1.4 years and 0.9 years for RSUs and PSUs, respectively. As of September 30, 2021, there was $10.9 million and $5.0 million of unamortized share-based compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of 2.0 years for both RSUs and PSUs.

As of September 30, 2022, a total of 3,136,862 shares of the Company’s common stock remained available for grants of awards under the Golden Entertainment, Inc. 2015 Incentive Award Plan, which includes the annual increase in the number of shares available for grant on January 1, 2022 of 1,153,210 shares.