Golden Nugget Online Gaming (GNOG) 10-Q 10 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 08, 2021
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	Golden Nugget Online Gaming, Inc.
Entity Central Index Key	0001768012
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38893
Entity Tax Identification Number	83-3593048
Entity Address, Address Line One	1510 West Loop South
Entity Address, City or Town	Houston
Entity Address, Postal Zip Code	77027
Entity Address, State or Province	TX
City Area Code	713
Local Phone Number	850-1010
Title of 12(b) Security	Class A common stock, $0.0001 par value
Trading Symbol	GNOG
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Ex Transition Period	false
Class A common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		46,570,396
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		31,657,545

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Assets
Cash and cash equivalents	$ 134,371	$ 77,862
Restricted cash	70,030	54,570
Accounts receivable - trade and other	11,328	6,372
Income taxes receivable	685	685
Other current assets	599	938
Total current assets	217,013	140,427
Property and equipment, net	1,831	606
Deferred tax assets	40,420	34,716
Other assets, net	29,693	2,976
Total assets	288,957	178,725
Liabilities
Accounts payable	22,116	10,061
Accrued salary and payroll taxes	3,825	2,946
Accrued gaming and related taxes	31,506	16,716
Payable to an affiliate	3,916	2,757
Interest payable	50	54
Deferred revenue - current	3,464	3,269
Current portion of long-term debt	397
Customer deposits	44,833	44,250
Total current liabilities	110,107	80,053
Long-term debt	134,198	141,727
Tax receivable agreement liability	24,243	23,334
Warrant derivative liabilities	62,010	176,359
Deferred revenue - long-term	3,847	5,821
Total liabilities	334,405	427,294
Commitments and contingencies (Note 9)
Redeemable non-controlling interests	549,891	617,607
Stockholders' deficit
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding
Additional paid-in capital	162,118	0
Accumulated deficit	(757,465)	(866,183)
Total stockholders' deficit	(595,339)	(866,176)
Total liabilities and stockholders' deficit	288,957	178,725
Class A common stock
Stockholders' deficit
Common stock	5	4
Class B common stock
Stockholders' deficit
Common stock	$ 3	$ 3

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock authorized	1,000,000	1,000,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Class A common stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized	220,000,000	220,000,000
Common stock issued	46,570,396	36,982,320
Common stock outstanding	46,570,396	36,982,320
Class B common stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized	50,000,000	50,000,000
Common stock issued	31,657,545	31,350,625
Common stock outstanding	31,657,545	31,350,625

Unaudited Consolidated Statemen

Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenues
Total revenue	$ 35,638	$ 25,928	$ 94,078	$ 68,091
Costs and expenses
Cost of revenue	17,007	10,241	43,868	26,930
Advertising and promotion	16,618	5,284	47,496	12,870
General and administrative expense	7,858	2,187	21,260	5,648
Merger related expenses	2,763		2,763
Depreciation and amortization	76	55	160	138
Total costs and expenses	44,322	17,767	115,547	45,586
Operating income (loss)	(8,684)	8,161	(21,469)	22,505
Other expense (income)
Interest expense, net	5,180	11,311	15,983	19,077
Loss (gain) on warrant derivatives	18,944		(71,031)
Other expense (income)	(101)		331
Total other expense (income)	24,023	11,311	(54,717)	19,077
Income (loss) before income taxes	(32,707)	(3,150)	33,248	3,428
Provision for income taxes	(1,361)	(1,376)	(3,477)	914
Net income (loss)	(31,346)	(1,774)	36,725	2,514
Net loss attributable to non-controlling interests	5,590		16,126
Net income (loss) attributable to GNOG	$ (25,756)	(1,774)	$ 52,851	2,514
Earnings (loss) per share:
Basic	$ (0.55)		$ 1.18
Diluted	$ (0.55)		$ (0.44)
Weighted-average number of common shares outstanding:
Basic	46,570		44,826
Diluted	46,570		78,755
Gaming
Revenues
Total revenue	$ 31,792	22,938	$ 82,886	59,890
Other
Revenues
Total revenue	$ 3,846	$ 2,990	$ 11,192	$ 8,201

Unaudited Consolidated Statem_2

Unaudited Consolidated Statement of Changes in Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands	Class A common stockCommon Stock	Class B common stockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Note From Parent of Old GNOG	Redeemable Non-controlling interests	Total
Balance at Dec. 31, 2019				$ (8,385)			$ (8,385)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				2,514			2,514
Note receivable from parents of Old GNOG					$ (288,000)		(288,000)
Contribution from parent of Old GNOG				18,085	(1,185)		16,900
Dividend to parent of Old GNOG				(30,823)			(30,823)
Balance at Sep. 30, 2020				(18,609)	(289,185)		(307,794)
Balance at Jun. 30, 2020				(10,717)	(288,478)		(299,195)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(1,774)			(1,774)
Contribution from parent of Old GNOG				10,674	(707)		9,967
Dividend to parent of Old GNOG				(16,792)			(16,792)
Balance at Sep. 30, 2020				(18,609)	(289,185)		(307,794)
Balance at Dec. 31, 2020	$ 4	$ 3	$ 0	(866,183)	0	$ 617,607	(866,176)
Balance (in shares) at Dec. 31, 2020	36,982	31,351
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				52,851		(16,126)	52,851
Warrant exercises, net	$ 1		153,411				153,412
Warrant exercises, net (in shares)	9,584
Contributions from LF LLC						4,277
Contributions from LF LLC (in shares)		307
RSUs vested (in shares)	4
Stock-based compensation			8,707				8,707
Adjustment of redeemable non-controlling interests to redemption value				55,867		(55,867)	55,867
Dividend to parent of Old GNOG							0
Balance at Sep. 30, 2021	$ 5	$ 3	162,118	(757,465)	0	549,891	(595,339)
Balance (in shares) at Sep. 30, 2021	46,570	31,658
Balance at Jun. 30, 2021	$ 5	$ 3	158,740	(580,178)		403,950	(421,430)
Balance (in shares) at Jun. 30, 2021	46,570	31,658
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(25,756)		(5,590)	(25,756)
Stock-based compensation			3,378				3,378
Adjustment of redeemable non-controlling interests to redemption value				(151,531)		151,531	(151,531)
Dividend to parent of Old GNOG							0
Balance at Sep. 30, 2021	$ 5	$ 3	$ 162,118	$ (757,465)	$ 0	$ 549,891	$ (595,339)
Balance (in shares) at Sep. 30, 2021	46,570	31,658

Unaudited Consolidated Statem_3

Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net income	$ 36,725	$ 2,514
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	160	138
Stock-based compensation	8,707
gain on warrant derivatives	(71,031)
Gain on tax receivable liability and other	(1,292)	0
Deferred tax provision	(3,477)	(2,872)
Amortization of debt issuance costs, discounts and other	4,108	2,175
Changes in assets and liabilities, net and other:
Accounts receivable - trade and other	(4,956)	(910)
Other assets	(26,138)	33
Accounts payable	12,055	7,275
Accrued liabilities and other	15,669	6,349
Payable to an affiliate	1,159
Interest payable	(4)	108
Deferred revenue	(1,779)	3,077
Customer deposits	583	6,547
Net cash (used in) provided by operating activities	(29,511)	24,434
Cash flows from investing activities
Property and equipment additions	(628)	(11)
Net cash used in investing activities	(628)	(11)
Cash flows from financing activities
Proceeds from term loan, net of discount		288,000
Repayment of term loan	(12,237)
Note from parent of Old GNOG treated as a distribution in the recapitalization		(288,000)
Payment of equipment loans		(45)
Cash received from warrant exercises, net	110,068
Contribution from LF, LLC	4,277	16,792
Dividend to parent of Old GNOG		(30,823)
Net cash provided by (used in) financing activities	102,108	(14,076)
Net increase (decrease) in cash, cash equivalents and restricted cash	71,969	10,347
Beginning of year	132,432	38,932
End of year	204,401	49,279
Supplemental disclosure of cash flow information
Interest	13,898	16,792
Non-cash financing activities:
Accretion on note from parent of Old GNOG		1,185
Contribution receivable from parent of Old GNOG		108
Warrant exercise impact on the tax receivable agreement	26
Non-cash proceeds on warrant exercises	$ 43,318	$ 0

Unaudited Consolidated Statem_4

Unaudited Consolidated Statements of Cash Flows - Disclosure of cash, cash equivalents and restricted cash (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020
Disclosure of cash, cash equivalents and restricted cash
Cash and cash equivalents	$ 134,371	$ 3,612
Restricted Cash	70,030	45,667
Total cash	$ 204,401	$ 49,279

Nature of Operations and Recent

Nature of Operations and Recent Developments	9 Months Ended
	Sep. 30, 2021
Nature of Operations and Recent Developments
Nature of Operations and Recent Developments	1. Nature of Operations and Recent Developments Golden Nugget Online Gaming, Inc. (formerly known as Landcadia Holdings II, Inc. or “GNOG”, the “Company”, “we”, “our” or “us”) is an online gaming, or iGaming, and digital sports entertainment company focused on providing our customers with the most enjoyable, realistic and exciting online gaming experience in the market. We currently operate in New Jersey, Michigan and West Virginia where we offer patrons the ability to play their favorite casino games and bet on live-action sports events, and in Virginia, where we offer online sports betting only. Acquisition Transaction On December 29, 2020 (the “Closing Date”) we completed the acquisition of Golden Nugget Online Gaming, LLC (formerly known as Golden Nugget Online Gaming, Inc., or “Old GNOG”), a New Jersey limited liability company and wholly-owned subsidiary of GNOG Holdco (“GNOG LLC”). The acquisition was completed pursuant to the purchase agreement, dated June 28, 2020 (the “Purchase Agreement”) by and among the Company, LHGN HoldCo, LLC, a Delaware limited liability company and newly formed, wholly-owned subsidiary of the Company (“Landcadia Holdco”), Landry’s Fertitta, LLC, a Texas limited liability company (“LF LLC”), GNOG Holdings, LLC, a Delaware limited liability company and newly formed, wholly-owned subsidiary of LF LLC (“GNOG Holdco”), and GNOG LLC. The transactions contemplated by the Purchase Agreement are referred to herein as the “Acquisition Transaction.” The Acquisition Transaction was accounted for as a reverse recapitalization and the reported amounts from operations prior to the Acquisition Transaction are those of Old GNOG. Following the Acquisition Transaction, we operate as an umbrella partnership C-corporation, or “Up-C,” meaning that substantially all of our assets are held indirectly through Golden Nugget Online Gaming LLC (“GNOG LLC”), our indirect subsidiary, and our business is conducted through GNOG LLC. DraftKings Merger On August 9, 2021, the Company, DraftKings Inc., a Nevada corporation (“DraftKings”), New Duke Holdco, Inc., a Nevada corporation and a wholly owned subsidiary of DraftKings (“New DraftKings”), Duke Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of New DraftKings (“Duke Merger Sub”), and Gulf Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New DraftKings (“Gulf Merger Sub” and, together with Duke Merger Sub, the “Merger Subs”), entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which DraftKings will, among other things, acquire all of the Company’s issued and outstanding shares of common stock (the “GNOG Shares”). The transactions contemplated by the Merger Agreement and the other related transactions are referred to herein as the “DraftKings Merger”. On the terms and subject to the conditions set forth in the Merger Agreement, (a) at the Duke Effective Time (as defined in the Merger Agreement), Duke Merger Sub will be merged with and into DraftKings in accordance with the Nevada Revised Statutes (the “NRS”), with DraftKings becoming the surviving corporation (the “Duke Surviving Corporation”) and (b) at the Gulf Effective Time (as defined in the Merger Agreement), Gulf Merger Sub will be merged with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), with the Company becoming the surviving corporation (the “Gulf Surviving Corporation”, and together with the Duke Surviving Corporation, collectively the “Surviving Corporations”). In connection with the DraftKings Merger, certain affiliates of Tilman Fertitta will consummate certain reorganization transactions to allow Landcadia HoldCo, LLC to become a wholly-owned subsidiary of the Company following the consummation of the DraftKings Merger. The Merger Agreement provides that upon the consummation of the DraftKings Merger, each holder of GNOG Shares (each, a “GNOG Shareholder”) will receive 0.365 (the “Exchange Ratio”) of a share of New DraftKings Class A common stock (the “New DraftKings Class A Common Stock”) for each GNOG Share issued and outstanding immediately prior to the Gulf Effective Time, other than any Excluded Shares (as defined in the Merger Agreement). Each share of DraftKings Class A common stock (“DraftKings Class A Common Stock”) issued and outstanding immediately prior to the Duke Effective Time (other than excluded shares) will be cancelled, cease to exist and be converted into one validly issued, fully paid and non-assessable share of New DraftKings Class A Common Stock and each share of DraftKings Class B common stock issued and outstanding immediately prior to the Duke Effective Time (other than excluded shares) shall be converted into one validly issued, fully paid and non-assessable share of New DraftKings Class B common stock. At the Gulf Effective Time, each outstanding restricted stock unit (a “GNOG RSU”) issued by the Company that (i) were outstanding on the date of the Merger Agreement or (ii) are issued to existing employees of the Company prior to the completion of the DraftKings Merger in accordance with existing agreements, will vest, be cancelled, and entitle the holder thereof to receive a number of shares of New DraftKings Class A Common Stock equal to the number of shares of the Company’s common stock subject to such GNOG RSU immediately prior to the Gulf Effective Time multiplied by the Exchange R atio, less a number of shares of New DraftKings Class A Common Stock equal to any applicable withholding taxes. All other issued and outstanding GNOG RSUs will be automatically converted into an equivalent restricted stock unit of New DraftKings that entitles the holder thereof to a number of shares of New DraftKings Class A Common Stock equal to the number of shares of the Company’s common stock subject to such GNOG RSU immediately prior to the Gulf Effective Time multiplied by the Exchange R atio, and will remain outstanding in New DraftKings. At the Gulf Effective Time, each outstanding warrant issued by the Company (“Private Placement Warrant”) to purchase shares of the Company’s Class A common stock (“GNOG Class A Common Stock”) will automatically and without any required action on the part of the holder convert into a warrant to purchase a number of New DraftKings Class A Common Stock equal to the product of (x) the number of shares of GNOG Class A Common Stock subject to such Private Placement Warrant immediately prior to the Gulf Effective Time multiplied by (y) the Exchange Ratio, and the exercise price of such Private Placement Warrant will be determined by dividing (1) the per share exercise price of such Private Placement Warrant immediately prior to the Gulf Effective Time by (2) the Exchange Ratio. ​ The DraftKings Merger is expected to be a tax-deferred transaction to the Company’s stockholders and warrant holders, and the closing of the DraftKings Merger is conditioned on the receipt of a tax opinion to such effect. The DraftKings Merger is expected to close in the first quarter of 2022, subject to the satisfaction or waiver of certain conditions, including, among others, (i) the absence of certain legal restraints that would prohibit or seek to prohibit DraftKings Merger; (ii) the receipt of certain regulatory approvals; (iii) the approval for listing on Nasdaq of the shares of New DraftKings Class A Common Stock to be issued to DraftKings stockholders and the Company’s stockholders; (iv) the Commercial Agreement (as defined in the Merger Agreement) being in full force and effect; (v) the absence, since the date of the Merger Agreement, of any effect, event, development, change, state of facts, condition, circumstance or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company or DraftKings; and (vi) the Registration Statement on Form S-4 becoming effective in accordance with the provisions of the Securities Act of 1933 as amended (the “Securities Act”). ​ ​ Related Agreements ​ Concurrently with the execution of the Merger Agreement, DraftKings entered into a support and registration rights agreement (the “Support Agreement”) with New DraftKings, Tilman J. Fertitta (“Fertitta”), Fertitta Entertainment, Inc., a Texas corporation (“FEI”), Landry’s Fertitta, LLC, a Texas limited liability company (“Landry’s Fertitta”), Golden Landry’s LLC, a Texas limited liability company (“Golden Landry’s”) and Golden Fertitta, LLC, a Texas limited liability company (“Golden Fertitta” and together with Fertitta, FEI, Landry’s Fertitta and Golden Landry’s, the “Fertitta Parties”), pursuant to which the Fertitta Parties agreed (i) not to transfer the New DraftKings Class A Common Stock that the Fertitta Parties will receive in the DraftKings Merger prior to the first anniversary of the closing of the DraftKings Merger, and (ii) from the date of the Support Agreement to the five-year anniversary of the closing of the DraftKings Merger, not to engage in a Competing Business (as defined in the Support Agreement). New DraftKings agreed to provide the Fertitta Parties with shelf registration rights with respect to New DraftKings Class A Common Stock and warrants to purchase New DraftKings Class A Common Stock that the Fertitta Parties will receive in connection with the DraftKings Merger. In addition, the Fertitta Parties have agreed to execute (and cause its affiliates to execute) all such agreements and take such action as required to waive the obligations of all Fertitta Parties to make interest payments on behalf of the Company and of the Company to issue equity in relation to such payments. ​ ​ ​ COVID-19 During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19). The pandemic has significantly impacted the economic conditions around the world, accelerating during the last half of March 2020, as federal, state and local governments react to the public health crisis. The direct impact on us has been primarily through an increase in new patrons utilizing online gaming due to closures of land-based casinos and suspensions, postponement and cancellations of major sports seasons and sporting events, although sports betting accounted for less than 1% of our revenues for 2020. Land-based casinos reopened in July 2020 with significant restrictions, which eased over time. However, virus cases began to increase in the fall and winter of 2020 and capacity restrictions were reinstituted. During 2021 there has been additional concerns regarding COVID-19 variants; as a result, the ultimate impact of this pandemic on our financial and operating results is unknown and will depend, in part, on the length of time that these disruptions exist and the subsequent behavior of new patrons after land-based casinos reopen fully. A significant or prolonged decrease in consumer spending on entertainment or leisure activities could have an adverse effect on the demand for the Company's product offerings, reducing cash flows and revenues, and thereby materially harming the Company's business, financial condition and results of operations. In addition, a recurrence of COVID-19 cases or an emergence of additional variants or strains could cause other widespread or more severe impacts depending on where infection rates are highest. As steps taken to mitigate the spread of COVID-19 have necessitated a shift away from a traditional office environment for many employees, the Company has business continuity programs in place to ensure that employees are safe and that the business continues to function with minimal disruptions to normal work operations while employees work remotely. The Company will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The acquisition of Old GNOG has been accounted for as a reverse recapitalization. Under this method of accounting, Old GNOG was treated as the acquirer for financial reporting purposes. Therefore, the consolidated financial statements included herein reflect (i) the historical operating results of Old GNOG prior to the Acquisition Transaction, (ii) our combined results following the Acquisition Transaction, (iii) the assets, liabilities and accumulated deficit of Old GNOG at their historical amounts, and (iv) our equity and earnings per share presented for the period from the Closing Date through the end of the year. Interim Financial Statements The unaudited consolidated financial statements include all the accounts of GNOG and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany accounts and transactions have been eliminated. Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Form 10-K/A filed with the SEC. In management’s opinion, these unaudited consolidated financial statements contain all adjustments necessary to fairly present our financial position, results of operations, cash flows and changes in stockholders’ equity for all periods presented. Interim results for the nine months ended September 30, 2021 may not be indicative of the results that will be realized for the full year ending December 31, 2021. Use of Estimates The preparation of these unaudited consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period reported. Management utilizes estimates, including, but not limited to, the useful lives of assets and inputs used to calculate the tax receivable agreement liability. Actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018-11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments”, as additional guidance on the measurement of credit losses on financial instruments. The new guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. In addition, the guidance amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The new guidance is effective for all public companies for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual periods beginning after December 15, 2018. In October 2019, the FASB approved a proposal which grants smaller reporting companies additional time to implement FASB standards on current expected credit losses (CECL) to January 2023. As a smaller reporting company, we will defer adoption of ASU No. 2016-13 until January 2023. We are currently evaluating the impact this guidance will have on our consolidated financial statements. ​

Revenues from Contracts with Cu

Revenues from Contracts with Customers	9 Months Ended
	Sep. 30, 2021
Revenues from Contracts with Customers
Revenues from Contracts with Customers	3. Revenues from Contracts with Customers The following table summarizes revenues from contract with customers disaggregated by revenue generating activity (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ ​ ​ 2021 ​ 2020 ​ 2021 ​ 2020 ​ Gaming $ 31,792 $ 22,938 $ 82,886 $ 59,890 Market access and live dealer studio ​ 2,933 ​ 2,301 ​ 8,667 ​ 6,319 ​ Reimburseables ​ 913 ​ 689 ​ 2,525 ​ 1,882 ​ Total revenue ​ $ 35,638 ​ $ 25,928 ​ $ 94,078 ​ $ 68,091 ​ ​ Casino gaming revenue and reimbursable revenue is recognized at a point in time, while market access and live dealer studio revenue are earned over time. The following table provides information about receivables, contract assets and contract liabilities related to contracts with customers (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ ​ 2021 ​ 2020 ​ Receivables, which are included in "Accounts receivable - trade and other" $ 8,645 $ 4,703 Contract liabilities (1) ​ $ (7,420) ​ $ (9,136) ​ ​ (1) As of September 30, 2021, includes $3.5 million recorded as deferred revenue, $0.1 million of loyalty program liability recorded as accrued gaming and related taxes and $3.8 million recorded as deferred revenue - long-term in our consolidated balance sheets. As of December 31, 2020, includes $3.3 million recorded as deferred revenue – current, $46 thousand of loyalty program liability recorded as accrued gaming and related taxes and $5.8 million recorded as deferred revenue - long-term in our consolidated balance sheets. ​ Significant changes in contract liabilities balances during 2021 and 2020 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ ​ ​ 2021 ​ 2020 ​ 2021 ​ 2020 ​ Decrease due to recognition of revenue $ 1,038 $ 453 $ 3,364 $ 1,775 Increase due to cash received, excluding amounts recognized as revenue ​ $ 34 ​ $ (261) ​ $ 1,648 ​ $ 4,873 ​ ​ The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2021. The estimated revenue does not include amounts of variable consideration that are constrained (in thousands): ​ ​ ​ ​ ​ Year Ending December 31, ​ ​ 2021 ​ $ 1,115 2022 ​ 3,129 2023 ​ 1,433 2024 ​ 571 2025 ​ 322 Thereafter ​ 850 Total ​ $ 7,420 ​

Long-term Debt

Long-term Debt	9 Months Ended
	Sep. 30, 2021
Long-term Debt
Long-term Debt	4. Long-term debt Long-term debt is comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2021 2020 ​ ​ ​ ​ Term loan, LIBOR + 12.0% (floor 1.0%), interest only due October 4, 2023 ​ $ 139,385 ​ $ 150,000 ​ Less: Deferred debt issuance costs - term loan ​ (2,199) ​ (3,233) ​ Less: Unamortized discount - term loan ​ (3,593) ​ (5,040) ​ Equipment notes, net of unamortized discount for imputed interest of $40 at interest rates of 2.4% to 2.8% ​ ​ 1,002 ​ ​ ​ ​ Total debt, net of unamortized debt issuance costs and discounts ​ 134,595 ​ 141,727 ​ Less: Current portion ​ (397) ​ — ​ Long-term debt ​ $ 134,198 ​ $ 141,727 ​ ​ On April 28, 2020, we entered into a term loan credit agreement that is guaranteed by the parent of Old GNOG, comprised of a $300.0 million interest only term loan due October 4, 2023 (the “term loan”). Net proceeds received from the term loan of $288.0 million, net of original issue discount, were sent to the parent of Old GNOG, who issued Old GNOG a note receivable due October 2024 (as amended and restated following the Acquisition Transaction, the “Second A&R Intercompany Note”) (Note 10) in the same amount, with substantially similar terms as the credit agreement. The Second A&R Intercompany Note was accounted for as contra-equity, similar to a subscription receivable, however in the reverse recapitalization recorded in connection with the Acquisition Transaction, the Second A&R Intercompany Note was accounted for as a distribution to the parent of Old GNOG, reducing retained earnings. The term loan was issued at a In February 2021, we repaid $10.6 million of the term loan and incurred a prepayment premium of $1.6 million which was expensed as other expense in our consolidated statement of operations. Additionally, we expensed In connection with the Acquisition Transaction, we repaid $150.0 million of the $300.0 million term loan and incurred a prepayment premium of $24.0 million, which along with other related fees and expenses was expensed as other expense in our consolidated statement of operations. Additionally, we expensed $3.3 million in deferred debt issuance costs and $5.0 million in unamortized discount as interest expense in our consolidated statement of operations for the year ended December 31, 2020. The term loan credit agreement contains certain negative covenants including restrictions on incurring additional indebtedness or liens, liquidation or dissolution, limitations on disposal of assets and paying dividends. The term loan credit agreement also contains a make-whole provision that is in effect through April 2022. The prepayment premium under the make-whole provision is calculated as (A) the present value of (i) 100% of the aggregate principal amount of the term loan prepaid, plus (ii) all required remaining scheduled interest payments through April 2022, minus (B) the outstanding principal amount being prepaid. ​ We also entered into several equipment notes to finance computer equipment and other related infrastructure with original terms of three

Financial Instruments and Fair

Financial Instruments and Fair Value	9 Months Ended
	Sep. 30, 2021
Financial Instruments and Fair Value
Financial Instruments and Fair Value	5. Financial Instruments and Fair Value Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ​ Level 1 Unadjusted quoted market prices for identical assets or liabilities; ​ Level 2 Quoted market prices for identical assets or liabilities in an active market that have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets or liabilities; and ​ Level 3 Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. ​ This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The carrying value of certain of our assets and liabilities, consisting primarily of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and certain accrued liabilities approximates their fair value due to the short-term nature of such instruments. Our public warrants and sponsor warrants were carried at fair value as of December 31, 2020. The public warrants are valued using level 1 inputs and the sponsor warrants are valued using level 3 inputs. All of the public warrants were exercised or redeemed during the first quarter of 2021. The fair value of the sponsor warrants as of December 31, 2020 and September 30, 2021 was estimated using a modified version of the Black-Scholes option pricing formula for European calls. Specifically, we assumed a term for the sponsor warrants equal to the contractual term from the Closing Date. We then discounted the resulting value to the valuation date using a risk-free interest rate. Significant level 3 inputs used to calculate the fair value of the sponsor warrants include the share price on the valuation date, expected volatility, expected term and the risk-free interest rate. ​ ​ ​ ​ ​ ​ The following provides a reconciliation of our warrant derivative liabilities measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 ​ Level 1 Level 3 Total Balance at beginning of the period ​ $ 94,875 ​ $ 81,484 ​ $ 176,359 Gain on warrant derivatives ​ ​ (51,557) ​ ​ (19,474) ​ ​ (71,031) Reclassified to additional paid-in capital upon exercise ​ ​ (43,318) ​ ​ — ​ ​ (43,318) Ending balance ​ $ — ​ $ 62,010 ​ $ 62,010 ​ The following table provides qualitative information regarding our level 3 fair value measurements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ 2021 ​ Stock price ​ $ 17.37 ​ ​ Strike price ​ $ 11.50 ​ ​ Term (in years) ​ 4.25 ​ ​ Volatility ​ 65.0 % ​ Risk-free rate ​ 0.81 % ​ Dividend yield ​ 0.0 % ​ Fair value of warrants ​ $ 10.54 ​ ​ ​ The fair value of our long-term debt is determined by Level 1 measurements based on quoted market prices. The fair value and carrying value of our long-term debt as of September 30, 2021 was $152.6 million and $135.8 million, respectively. The fair value and carrying value of our long-term debt as of December 31, 2020 was

Supplemental Balance Sheet Info

Supplemental Balance Sheet Information	9 Months Ended
	Sep. 30, 2021
Supplemental Balance Sheet Information
Supplemental Balance Sheet Information	6. Supplemental Balance Sheet Information Other long-term assets are comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2021 ​ 2020 Prepaid market access royalties and other, net $ 29,445 $ 2,970 Computer software, net ​ 248 ​ 6 ​ ​ $ 29,693 ​ $ 2,976 ​ Accrued gaming and related taxes are comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2021 ​ 2020 Gaming related, excluding taxes $ 23,531 $ 10,046 Taxes, other than payroll and income taxes ​ 7,975 ​ 6,670 ​ ​ $ 31,506 ​ $ 16,716 ​ Gaming related liabilities, excluding taxes, include liabilities for restricted cash on deposit in our market access partner’s patron holding accounts in excess of regulatorily required amounts.

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 2021
Stock-based Compensation
Stock-based Compensation	7. Stock-based Compensation In 2020, we adopted the Golden Nugget Online Gaming, Inc. 2020 Incentive Award Plan (the “2020 Plan”) providing for common stock-based awards to employees, non-employee directors and consultants. The 2020 Plan permits the granting of various types of awards, including awards of nonqualified stock options, ISOs, stock appreciation rights, restricted stock awards, restricted stock units, other stock-based awards, other cash-based awards, dividend equivalents, and/or performance compensation awards or any combination of the foregoing. The 2020 Plan provides for an aggregate of 5,000,000 shares of Class A common stock to be delivered; provided that the total number of shares that will be reserved, and that may be issued, under the Incentive Plan will automatically increase on the first trading day of each calendar year, beginning with calendar year 2021, by a number of shares equal to one percent (1%) of the total outstanding shares of Class A common stock on the last day of the prior calendar year. Restricted stock and restricted stock units may be granted for no consideration other than prior and future services. The purchase price per share for stock options may not be less than the market price of the underlying stock on the date of grant. As of September 30, 2021, approximately 3,023,479 shares were available for future awards. A summary of compensation cost recognized for stock-based payment arrangements is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ ​ ​ 2021 ​ 2020 ​ 2021 ​ 2020 ​ Compensation cost recognized: ​ ​ ​ ​ Restricted stock units ​ $ 3,378 ​ $ — ​ $ 8,707 ​ $ — ​ ​ ​ $ 3,378 ​ $ — ​ $ 8,707 ​ $ — ​ ​ We have granted 5 months to 5-year time vested and 3-year performance based restricted stock unit awards where each unit represents the right to receive, at the end of a vesting period, one share of our Class A common stock with no exercise price. The fair value of restricted stock unit awards was determined based on the fair market value of our shares on the grant date. As of September 30, 2021, there was $41.1 million of total unrecognized compensation cost related to unvested restricted stock unit awards. This cost is expected to be recognized over a weighted-average period of 1.5 years. A summary of the status of our restricted stock unit awards and of changes in our restricted stock unit awards outstanding for the nine months ended September 30, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant-Date ​ ​ ​ ​ Fair Value ​ ​ Shares ​ Per Share Outstanding at January 1, 2021 1,035,000 ​ $ 25.49 Granted 1,311,344 ​ 18.10 Vested and converted (3,849) ​ 19.49 Forfeited/expired — ​ — Outstanding at September 30, 2021 2,342,495 ​ $ 21.36 ​

Stockholder's Deficit and Loss

Stockholder's Deficit and Loss per Share	9 Months Ended
	Sep. 30, 2021
Stockholder's Deficit and Loss per Share
Stockholder's Deficit and Loss per Share	8. Stockholder’s Deficit and Loss per Share Common Stock As of September 30, 2021, we had 46,570,396 shares of Class A common stock, par value $0.0001, outstanding of a total of 220,000,000 shares authorized. Holders of Class A common stock are entitled to cast one vote per share of Class A common stock and will share ratably if and when any dividend is declared. As of September 30, 2021, we had 31,657,545 shares of Class B common stock, par value $0.0001, outstanding of a total of 50,000,000 shares authorized. There is no public market for our Class B common stock. New shares of Class B common stock may be issued only to, and registered in the name of, Mr. Fertitta or his affiliates (including all successors, assigns and permitted transferees) (collectively, the “Permitted Class B Owners”). We may not issue additional shares of Class B common stock other than in connection with the valid issuance of Landcadia Holdco Class B Units in accordance with the A&R HoldCo LLC Agreement to any Permitted Class B Owner. For so long as Mr. Fertitta and his affiliates beneficially own 30% or more of the total number of (i) shares of Class A common stock outstanding as of the Closing Date and (ii) shares of Class A common stock that were issued upon exchange of the Landcadia Holdco Class B Units held by Mr. Fertitta and his affiliates as of the Closing (the “Sunset Event”), holders of Class B common stock are entitled to cast 10 votes per share of Class B common stock. The voting power of the shares held by Mr. Fertitta and his affiliates is subject to an automatic downward adjustment to the extent necessary for the total voting power of all shares of our common stock beneficially held by Mr. Fertitta and his affiliates not to exceed 79.9%. To the extent Mr. Fertitta and his affiliates exchange Landcadia Holdco Class B Units (and a corresponding number of shares of Class B common stock have been cancelled), the number of votes per share of each remaining share of Class B common stock will increase, up to 10 votes per share. In no event will the shares of Class B common stock have more than 10 votes or less than 1 vote per share. Once Mr. Fertitta and his affiliates cease to beneficially own 30% or more of the total number of (i) shares of Class A common stock outstanding as of the Closing and (ii) shares of Class A common stock that were issued upon exchange of the Landcadia Holdco Class B Units held by Mr. Fertitta and his affiliates as of the closing, the holders of the shares of Class B common stock will be entitled to one (1) vote per share. Holders of Class B common stock will not participate in any dividend declared by the board of directors. Beginning 180 days after the closing of the Acquisition Transaction, each holder of Class B Units is entitled to cause Landcadia Holdco to exchange all or a portion of its Class B Units (upon the surrender of a corresponding number of shares of Class B common stock) for either one share of Class A common stock or, or at our election, in its capacity as the sole managing member of Landcadia Holdco, the cash equivalent of the market value of one share of Class A common stock. Dividends During the three and nine months ended September 30, 2020, we made dividend payments of $16.8 million and $30.8 million to the parent of Old GNOG, respectively. No dividend payments were made during the three and nine months ended September 30, 2021. Warrants On February 4, 2021 we announced that we would redeem all of our outstanding public warrants to purchase shares of our Class A common stock that were issued under the warrant agreement dated May 6, 2019 (the “Warrant Agreement”), by and between us and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent, and that remain outstanding following 5:00 p.m. New York City time on March 8, 2021 for a redemption price of $0.01 per warrant. Warrants that were issued under the Warrant Agreement in a private placement and held by the founders of the Company were not subject to this redemption. Under the terms of the Warrant Agreement, we were entitled to redeem all of our outstanding public warrants for $0.01 per public warrant if the reported closing price of our common stock was at least $18.00 per share on each of twenty thirty A total of 9,584,227 warrants were exercised through March 8, 2021 for cash proceeds of $110.2 million. All other public warrants were redeemed on March 8, 2021. The exercised warrants had been accounted for as a derivative liability and carried on our balance sheets at fair value prior to exercise. Upon exercise, the fair value of the derivative liability was reclassified to additional paid-in capital in accordance with ASC 815-40 40-2. As of September 30, 2021, we had 5,883,333 sponsor warrants outstanding. Each sponsor warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The sponsor warrants were not transferable, assignable or salable until 30 days after the completion of the Acquisition Transaction and they are non-redeemable so long as they are held by the initial purchasers of the sponsor warrants or their permitted transferees. If the sponsor warrants are held by someone other than the initial purchasers or their permitted transferees, the sponsor warrants will be redeemable by us and exercisable by such holders on the same basis as the public warrants. Otherwise, the sponsor warrants have terms and provisions that are identical to those of the public warrants except that the sponsor warrants may be exercised on a cashless basis. Redeemable Non-Controlling Interests In connection with the Acquisition Transaction, 31,350,625 Landcadia Holdco Class B Units were issued to LF LLC, representing 45.9% economic interest with no voting rights. An additional 306,920 Class B units were issued in connection with additional contributions made by LF LLC during the nine months ended September 30, 2021. Beginning 180 days after the closing of the Acquisition Transaction, the holder of the Class B Units is entitled to redeem all or a portion of such Class B Units, to be settled in cash or shares of Class A Common Stock, at the sole discretion of the Company’s independent Directors. Since the holder of the Class B Units has 79.9% voting control, these Class B Units are classified as temporary equity in accordance with ASC 480-10-S99-3A and represent a non-controlling interest. The non-controlling interest has been adjusted to redemption value as of September 30, 2021 in accordance with paragraph 15 option b of ASC 480-10-S99-3A. This measurement adjustment results in a corresponding adjustment to shareholders’ deficit through adjustments to additional paid-in capital and retained earnings. The redemption value of the Class B Units was $549.9 million on September 30, 2021. The redemption value is calculated by multiplying the 31,657,545 Class B Units by the $17.37 trading price of our Class A common stock on September 30, 2021. Concurrent with future redemptions of the Class B Units, an equal number of shares of the Class B common stock will be cancelled. Earnings (Loss) per Share ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Nine ​ ​ Months Ended Months Ended ​ ​ September 30, September 30, Numerator: ​ 2021 2021 Net income (loss) ​ $ (31,346) ​ $ 36,725 Less: Net loss attributable to non-controlling interests ​ 5,590 ​ 16,126 Net income attributable to GNOG - basic ​ ​ (25,756) ​ ​ 52,851 Less: Gain on warrant derivatives ​ ​ — ​ ​ (71,031) Add: Net loss attributable to non-controlling interests ​ ​ — ​ ​ (16,126) Net loss attributable to GNOG - diluted ​ $ (25,756) ​ $ (34,306) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted average shares outstanding - Class A common stock ​ 46,570 ​ 44,767 Weighted average shares outstanding - RSUs ​ ​ — ​ ​ 59 Subtotal - basic ​ ​ 46,570 ​ ​ 44,826 Weighted average shares outstanding - Warrants ​ ​ — ​ ​ 2,430 Weighted average shares outstanding - Class B Units redeemed ​ — ​ 31,499 Weighted average shares outstanding - diluted ​ 46,570 ​ 78,755 ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share: ​ ​ Basic ​ $ (0.55) ​ $ 1.18 Diluted ​ $ (0.55) ​ $ (0.44) ​ No earnings (loss) per share are presented for periods preceding the Acquisition Transaction as only the Class B common shares would have been outstanding in historical periods pursuant to the reverse recapitalization and the Class B common shares do not participate our income or loss.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	9. Commitments and Contingencies Leases In connection with the Acquisition Transaction, GNOG LLC entered into office leases with GNAC and Golden Nugget respectively, or their respective affiliates (collectively, the “Office Leases”). The Office Leases provide for annual rent payments of $88,128 for the office space leased in Houston, Texas and $24,252 for the office space leased in Atlantic City, New Jersey, subject to an increase of 10% for any renewal term and market rent increases in the event that GNOG LLC requires the use of additional office space during the term thereof. However, any amounts actually paid by GNOG LLC under the Trademark License Agreement and the A&R Online Gaming Operations Agreement (see Note 10) will be credited against GNOG LLC’s rent obligations under the Office Leases. Consequently, we paid no rent expenses pursuant to these leases during the three and nine months ended September 30, 2021. Each Office Lease will have a term of five years. In connection with any renewal of the term of the A&R Online Gaming Operations Agreement (see Note 10), GNOG LLC has an option to renew each Office Lease for the lesser of (i) five years or (ii) the length of the renewed term of the A&R Online Gaming Operations Agreement. Each Office Lease may be terminated by GNOG LLC or the respective landlord upon six months’ notice. We also certain lease computer equipment and other infrastructure used to operate our sports platform. Assuming no amounts are paid under the Trademark License Agreement and the A&R Online Gaming Operations Agreement, future minimum lease payments are as follows (in thousands): ​ ​ ​ ​ ​ Year Ending December 31, ​ ​ 2021 ​ $ 76 2022 ​ 304 2023 ​ 304 2024 ​ 184 2025 ​ 84 Total ​ $ 952 ​ Other Contractual Obligations and Contingencies We have entered into a number of agreements for advertising, licensing, market access, technology, and other services. Certain of these agreements have early termination rights that, if exercised, would reduce the aggregate amount of such payable under these commitments. As of September 30, 2021, future minimum payments under these contracts that are non-cancelable are as follows (in thousands): ​ ​ ​ ​ ​ Year Ending December 31, ​ ​ 2021 ​ $ 7,770 2022 ​ 15,120 2023 ​ 4,800 2024 ​ 22,920 2025 ​ 21,184 Thereafter ​ 46,350 Total ​ $ 118,144 ​ Agreement with Danville Development On November 18, 2020, we entered into a definitive agreement with Danville Development, for market access to the State of Illinois (see Note 10). Pursuant to this agreement, we have committed to cause to be provided a mezzanine loan in the amount of $30.0 million to Danville Development for the development and construction a new Golden Nugget branded casino in Danville, Illinois. This mezzanine loan is currently expected to be fully funded in the first quarter of 2022. Employment Agreements We have entered into employment agreements with four key employees, with original terms of 3 million Legal Proceedings We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. However, after consulting with legal counsel, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	10. Related Party Transactions Second A&R Intercompany Note In connection with the Acquisition Transaction, LF LLC, as maker of the note, and GNOG LLC, as payee, entered into the Second A&R Intercompany Note, which amended and restated that certain Amended and Restated Intercompany Note, dated December 16, 2020, by LF LLC and GNOG LLC (the “First A&R Intercompany Note”). Under the Second A&R Intercompany Note, LF LLC continues to act as a guarantor under the Company’s term loan credit agreement. In addition, the Second A&R Intercompany Note provided for, among other things, (a) a reduction in the principal amount outstanding under the First A&R Intercompany Note by million. In connection with the DraftKings Merger and pursuant to the terms of the Support Agreement, the Fertitta Parties have agreed to execute (and to cause their respective affiliates to execute) all such agreements and to take such actions as are required to waive the obligations of all Fertitta Parties to make interest payments under the Second A&R Intercompany Note on behalf of the Company and of the Company to issue equity in relation to such interest payments. Tax Receivable Agreement In connection with the Acquisition Transaction, we entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with LF LLC. The Tax Receivable Agreement provides for payment to LF LLC in respect of 85% of the U.S. federal, state and local income tax savings allocable to us from Landcadia Holdco and arising from certain transactions, including (a) certain transactions contemplated under the Purchase Agreement and (b) the exchange of LF LLC’s Class B Units for shares of our Class A common stock, par value $0.0001 per share, as determined on a “with and without” basis, and for an early termination payment to LF LLC in the event of a termination with a majority vote of disinterested directors, a material breach of a material obligation, or a change of control, subject to certain limitations, including in connection with available cash flow and financing facilities. Assuming no exchange of LF LLC’s Class B Units pursuant the A&R Holdco LLC Agreement (as defined below), the estimated liability under the Tax Receivable Agreement (“TRA liability”) of $24.2 million is recognized in our consolidated balance sheets as of September 30, 2021. Payments for such TRA liability will, subject to certain limitations, including in connection with available cash flow and financing facilities, be made annually in cash and are expected to be funded with tax distributions from Landcadia Holdco. The Tax Receivable Agreement payments will commence in the year following our ability to realize tax savings provided through the transaction and, at this time, are expected to commence sometime after 2025 (with respect to taxable periods ending in 2024). The amount and timing of such Tax Receivable Agreement payments may vary based upon a number of factors. The Tax Receivable Agreement also provides for an accelerated lump sum payment on the occurrence of certain events, among them a change of control (a “Tax Liability Acceleration Payment”). Based upon certain assumptions, it is estimated that such early termination payment could amount to approximately $322.3 million as of September 30, 2021. It is anticipated that such early termination payments may be made from the proceeds of such change of control transaction; however, we may be required to fund such early termination payments from other sources and there can be no assurances that the Company will be able to finance such obligations in a manner that does not adversely affect its working capital or financial conditions. The DraftKings Merger will not result in a Tax Liability Acceleration Payment, as Landry’s Fertitta has agreed to waive, in accordance with the terms of the Support Agreement, any payments due under Article IV of the Tax Receivable Agreement contingent upon the consummation of the DraftKings Merger. In addition, pursuant to the terms of the Support Agreement contingent upon the consummation of the DraftKings Merger, Landry’s Fertitta has agreed to have the Tax Receivable Agreement terminate and be of no further force or effect and have all liabilities and obligations thereunder, including the TRA liability, be fully satisfied, extinguished and released. ​ Trademark License Agreement In connection with the Acquisition Transaction, we entered into a trademark license agreement (the “Trademark License Agreement”) with Golden Nugget and GNLV, pursuant to which GNLV has granted us an exclusive license to use certain “Golden Nugget” trademarks (and other trademarks related to our business) in connection with operating online real money casino gambling and sports wagering in the U.S. and any of its territories, subject to certain restrictions. The license has a twenty-year term that commenced on the closing date. During the term of the Trademark License Agreement, we have agreed to pay Golden Nugget a monthly royalty payment equal to 3% of Net Gaming Revenue (as defined therein). Upon the tenth and fifteenth anniversary of the effective date of the Trademark License Agreement, the monthly royalty amount payable to GNLV will be adjusted to equal the greater of (i) 3% of Net Gaming Revenue and (ii) the fair market value of the licenses (as determined by an independent appraiser, if necessary). While the trademarks licensed under the Trademark License Agreement generally will be exclusively licensed to us, in the event that (i) a new market or opportunity becomes available (e.g., pursuant to the legalization of online gaming in another jurisdiction), and (ii) we are unwilling, unable or otherwise fail to pursue such market or opportunity, Golden Nugget will be permitted to pursue such market or opportunity and utilize the trademarks covered by the Trademark License Agreement with respect thereto. For the avoidance of doubt, nothing in the Trademark License Agreement will restrict us (or Golden Nugget) from owning or operating an online-based casino using marks that are not covered by the Trademark License Agreement. We expensed $0.7 million and $1.9 million for the three and nine months ended September 30, 2021, respectively, and $0.5 million and $0.8 million for the three and nine months ended September 30, 2020 under this agreement and the predecessor of the A&R Online Gaming Operations Agreement (together referred to as the “Royalty Agreements).” Amounts payable under the Royalty Agreements as of September 30, 2021 are $1.3 million, which are included along with other various amounts paid on our behalf as payable to an affiliate on our consolidated balance sheets. Amounts payable under the Royalty Agreements as of December 31, 2020 were A&R Online Gaming Operations Agreement In connection with the Acquisition Transaction, we entered into an amended and restated online gaming operations agreement (the “A&R Online Gaming Operations Agreement”) with GNAC pursuant to which GNAC granted us the right to host, manage, control, operate, support and administer, under GNAC’s land-based casino operating licenses, the Golden Nugget-branded online gaming business, live dealer studio in New Jersey and the third-party operators. In addition, we are responsible for managing, administering and operating GNAC’s online gaming business and providing services to GNAC in connection with the management and administration of certain platform agreements and GNAC is required to provide certain operational and infrastructure services to GNOG LLC in connection with its New Jersey operations. In addition to the 3% royalty payable pursuant to the Trademark License Agreement as described above, we are also obligated to reimburse GNAC for certain expenses incurred by GNAC in connection with the New Jersey online gaming business, such as New Jersey licensing costs, regulatory fees, certain gaming taxes and other expenses incurred by GNAC directly in connection with our operations in New Jersey. The A&R Online Gaming Operations Agreement has a term of five years commencing from April 2020 and is renewable by us for an additional five-year term. The A&R Online Gaming Operations Agreement also provides for, among other things, (a) minimum performance standards under which we are required to operate the Golden Nugget online gaming business, and (b) an arms-length risk allocation framework (including with respect to insurance and indemnification obligations). Lease Agreements We lease a portion of the space within the Golden Nugget Atlantic City Hotel & Casino located at 600 Huron Ave, Atlantic City, NJ 08401 (the “Atlantic City Hotel and Casino”) from GNAC for the operation of an online live casino table gaming studio from which live broadcasted casino games are offered to online gaming customers. The lease has a five-year term from April 27, 2020, plus one five-year renewal period. We also have the right to use certain office and equipment spaces within the Atlantic City Hotel and Casino and GNAC’s headquarters in Houston, Texas, and have entered into new lease agreements with respect to such spaces (see Note 9). Services Agreement In connection with the Acquisition Transaction, we terminated our prior shared services agreement and entered into the Services Agreement (together, the “Services Agreements”) with Golden Nugget to provide for the performance of certain services. Pursuant to the Services Agreement entered, GNAC and Golden Nugget have agreed to provide certain services and facilities, including payroll, accounting, financial planning and other agreed upon services, to us from time to time and we have agreed to provide continued management, consulting and administrative services to Golden Nugget’s applicable subsidiary in connection with retail sports wagering conducted and such subsidiary’s brick-and-mortar casino. Under this agreement, each party is responsible for its own expenses and the employer of any shared employee is responsible for such shared employee’s total compensation. We are also obligated to reimburse the party providing the service or facilities at cost. Reimbursements we expensed under the Services Agreements totaled $66 thousand and $58 thousand for the three months ended September 30, 2021 and 2020, respectively. Reimbursements we expensed under the Services Agreements totaled $0.2 million and $0.2 million for the nine months ended September 30, 2021 and 2020, respectively. The Services Agreement is expected to be terminated in connection with the closing of the DraftKings Merger. Agreement with Danville Development On November 18, 2020, we entered into a definitive agreement with Danville Development, LLC (“Danville Development”) for market access to the State of Illinois. Danville Development is a joint venture between Wilmot Gaming Illinois, LLC and GN Danville, LLC, a wholly owned subsidiary of Golden Nugget, LLC and an affiliate of ours, formed to build a new Golden Nugget branded casino in Danville, Illinois, pending obtaining all regulatory approvals. GN Danville, LLC will own a 25% equity interest in Danville Development and has an option to purchase the other equity interests in the future at a price to be determined pursuant to definitive agreement. The definitive agreement has a term of 20 years and requires us to pay Danville Development a percentage of its online net gaming revenue, subject to minimum royalty payments over the term. In addition, under the definitive agreement, we hold the exclusive right to offer online sports wagering and, if permitted by law in the future, online casino wagering. We have committed to cause to be provided a mezzanine loan in the amount of $30.0 million to Danville Development, which will indirectly benefit GN Danville, LLC, for the development and construction of the casino. The foregoing agreements were entered into between related parties and were not the result of arm’s-length negotiations. Accordingly, the terms of the transactions may have been more or less favorable than might have been obtained from unaffiliated third parties. Tax Sharing Agreement Prior to the closing of the Acquisition Transaction, we were subject to a tax sharing agreement with the parent of Old GNOG. Amounts owed under the tax sharing agreement as of September 30, 2021 and December 31, 2020 were $2.2 million included in payable to an affiliate on our consolidated balance sheets.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events
Subsequent Events	11. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the unaudited condensed consolidated financial statements were issued.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The acquisition of Old GNOG has been accounted for as a reverse recapitalization. Under this method of accounting, Old GNOG was treated as the acquirer for financial reporting purposes. Therefore, the consolidated financial statements included herein reflect (i) the historical operating results of Old GNOG prior to the Acquisition Transaction, (ii) our combined results following the Acquisition Transaction, (iii) the assets, liabilities and accumulated deficit of Old GNOG at their historical amounts, and (iv) our equity and earnings per share presented for the period from the Closing Date through the end of the year.
Interim Financial Statements	Interim Financial Statements The unaudited consolidated financial statements include all the accounts of GNOG and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany accounts and transactions have been eliminated. Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Form 10-K/A filed with the SEC. In management’s opinion, these unaudited consolidated financial statements contain all adjustments necessary to fairly present our financial position, results of operations, cash flows and changes in stockholders’ equity for all periods presented. Interim results for the nine months ended September 30, 2021 may not be indicative of the results that will be realized for the full year ending December 31, 2021.
Use of Estimates	Use of Estimates The preparation of these unaudited consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period reported. Management utilizes estimates, including, but not limited to, the useful lives of assets and inputs used to calculate the tax receivable agreement liability. Actual results could differ from those estimates.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018-11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments”, as additional guidance on the measurement of credit losses on financial instruments. The new guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. In addition, the guidance amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The new guidance is effective for all public companies for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual periods beginning after December 15, 2018. In October 2019, the FASB approved a proposal which grants smaller reporting companies additional time to implement FASB standards on current expected credit losses (CECL) to January 2023. As a smaller reporting company, we will defer adoption of ASU No. 2016-13 until January 2023. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

Revenues from Contracts with _2

Revenues from Contracts with Customers (Tables)	9 Months Ended
	Sep. 30, 2021
Revenues from Contracts with Customers
Schedule of revenues from contracts disaggregated by revenue generating activity	The following table summarizes revenues from contract with customers disaggregated by revenue generating activity (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ ​ ​ 2021 ​ 2020 ​ 2021 ​ 2020 ​ Gaming $ 31,792 $ 22,938 $ 82,886 $ 59,890 Market access and live dealer studio ​ 2,933 ​ 2,301 ​ 8,667 ​ 6,319 ​ Reimburseables ​ 913 ​ 689 ​ 2,525 ​ 1,882 ​ Total revenue ​ $ 35,638 ​ $ 25,928 ​ $ 94,078 ​ $ 68,091 ​
Schedule of information about receivables, contract assets and contract liabilities related to contracts with customers and significant changes in contract liabilities balances	The following table provides information about receivables, contract assets and contract liabilities related to contracts with customers (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ ​ 2021 ​ 2020 ​ Receivables, which are included in "Accounts receivable - trade and other" $ 8,645 $ 4,703 Contract liabilities (1) ​ $ (7,420) ​ $ (9,136) ​ ​ (1) As of September 30, 2021, includes $3.5 million recorded as deferred revenue, $0.1 million of loyalty program liability recorded as accrued gaming and related taxes and $3.8 million recorded as deferred revenue - long-term in our consolidated balance sheets. As of December 31, 2020, includes $3.3 million recorded as deferred revenue – current, $46 thousand of loyalty program liability recorded as accrued gaming and related taxes and $5.8 million recorded as deferred revenue - long-term in our consolidated balance sheets. ​ Significant changes in contract liabilities balances during 2021 and 2020 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ ​ ​ 2021 ​ 2020 ​ 2021 ​ 2020 ​ Decrease due to recognition of revenue $ 1,038 $ 453 $ 3,364 $ 1,775 Increase due to cash received, excluding amounts recognized as revenue ​ $ 34 ​ $ (261) ​ $ 1,648 ​ $ 4,873 ​
Schedule of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied)	​ ​ ​ ​ ​ Year Ending December 31, ​ ​ 2021 ​ $ 1,115 2022 ​ 3,129 2023 ​ 1,433 2024 ​ 571 2025 ​ 322 Thereafter ​ 850 Total ​ $ 7,420

Long-term Debt (Tables)

Long-term Debt (Tables)	9 Months Ended
	Sep. 30, 2021
Long-term Debt
Summary of long-term debt	Long-term debt is comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2021 2020 ​ ​ ​ ​ Term loan, LIBOR + 12.0% (floor 1.0%), interest only due October 4, 2023 ​ $ 139,385 ​ $ 150,000 ​ Less: Deferred debt issuance costs - term loan ​ (2,199) ​ (3,233) ​ Less: Unamortized discount - term loan ​ (3,593) ​ (5,040) ​ Equipment notes, net of unamortized discount for imputed interest of $40 at interest rates of 2.4% to 2.8% ​ ​ 1,002 ​ ​ ​ ​ Total debt, net of unamortized debt issuance costs and discounts ​ 134,595 ​ 141,727 ​ Less: Current portion ​ (397) ​ — ​ Long-term debt ​ $ 134,198 ​ $ 141,727 ​

Financial Instruments and Fai_2

Financial Instruments and Fair Value (Tables)	9 Months Ended
	Sep. 30, 2021
Financial Instruments and Fair Value
Schedule of warrant derivative liabilities measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ The following provides a reconciliation of our warrant derivative liabilities measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 ​ Level 1 Level 3 Total Balance at beginning of the period ​ $ 94,875 ​ $ 81,484 ​ $ 176,359 Gain on warrant derivatives ​ ​ (51,557) ​ ​ (19,474) ​ ​ (71,031) Reclassified to additional paid-in capital upon exercise ​ ​ (43,318) ​ ​ — ​ ​ (43,318) Ending balance ​ $ — ​ $ 62,010 ​ $ 62,010
Schedule of qualitative information regarding our level 3 fair value measurements	The following table provides qualitative information regarding our level 3 fair value measurements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ 2021 ​ Stock price ​ $ 17.37 ​ ​ Strike price ​ $ 11.50 ​ ​ Term (in years) ​ 4.25 ​ ​ Volatility ​ 65.0 % ​ Risk-free rate ​ 0.81 % ​ Dividend yield ​ 0.0 % ​ Fair value of warrants ​ $ 10.54 ​ ​

Supplemental Balance Sheet In_2

Supplemental Balance Sheet Information (Tables)	9 Months Ended
	Sep. 30, 2021
Supplemental Balance Sheet Information
Schedule of other long-term assets	Other long-term assets are comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2021 ​ 2020 Prepaid market access royalties and other, net $ 29,445 $ 2,970 Computer software, net ​ 248 ​ 6 ​ ​ $ 29,693 ​ $ 2,976
Schedule of accrued liabilities	Accrued gaming and related taxes are comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2021 ​ 2020 Gaming related, excluding taxes $ 23,531 $ 10,046 Taxes, other than payroll and income taxes ​ 7,975 ​ 6,670 ​ ​ $ 31,506 ​ $ 16,716

Stock-based Compensation (Table

Stock-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2021
Stock-based Compensation
Summary of compensation cost recognized for stock-based payment arrangements	A summary of compensation cost recognized for stock-based payment arrangements is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ ​ ​ 2021 ​ 2020 ​ 2021 ​ 2020 ​ Compensation cost recognized: ​ ​ ​ ​ Restricted stock units ​ $ 3,378 ​ $ — ​ $ 8,707 ​ $ — ​ ​ ​ $ 3,378 ​ $ — ​ $ 8,707 ​ $ — ​
Summary of the status of our restricted stock unit awards and of changes in our restricted stock unit awards outstanding	A summary of the status of our restricted stock unit awards and of changes in our restricted stock unit awards outstanding for the nine months ended September 30, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant-Date ​ ​ ​ ​ Fair Value ​ ​ Shares ​ Per Share Outstanding at January 1, 2021 1,035,000 ​ $ 25.49 Granted 1,311,344 ​ 18.10 Vested and converted (3,849) ​ 19.49 Forfeited/expired — ​ — Outstanding at September 30, 2021 2,342,495 ​ $ 21.36

Stockholder' Deficit and Loss p

Stockholder' Deficit and Loss per Share (Tables)	9 Months Ended
	Sep. 30, 2021
Stockholder's Deficit and Loss per Share
Schedule of earnings (loss) per share	​ ​ ​ ​ ​ ​ ​ ​ ​ Three Nine ​ ​ Months Ended Months Ended ​ ​ September 30, September 30, Numerator: ​ 2021 2021 Net income (loss) ​ $ (31,346) ​ $ 36,725 Less: Net loss attributable to non-controlling interests ​ 5,590 ​ 16,126 Net income attributable to GNOG - basic ​ ​ (25,756) ​ ​ 52,851 Less: Gain on warrant derivatives ​ ​ — ​ ​ (71,031) Add: Net loss attributable to non-controlling interests ​ ​ — ​ ​ (16,126) Net loss attributable to GNOG - diluted ​ $ (25,756) ​ $ (34,306) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted average shares outstanding - Class A common stock ​ 46,570 ​ 44,767 Weighted average shares outstanding - RSUs ​ ​ — ​ ​ 59 Subtotal - basic ​ ​ 46,570 ​ ​ 44,826 Weighted average shares outstanding - Warrants ​ ​ — ​ ​ 2,430 Weighted average shares outstanding - Class B Units redeemed ​ — ​ 31,499 Weighted average shares outstanding - diluted ​ 46,570 ​ 78,755 ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share: ​ ​ Basic ​ $ (0.55) ​ $ 1.18 Diluted ​ $ (0.55) ​ $ (0.44)

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies
Summary of future minimum lease payments	Assuming no amounts are paid under the Trademark License Agreement and the A&R Online Gaming Operations Agreement, future minimum lease payments are as follows (in thousands): ​ ​ ​ ​ ​ Year Ending December 31, ​ ​ 2021 ​ $ 76 2022 ​ 304 2023 ​ 304 2024 ​ 184 2025 ​ 84 Total ​ $ 952
Summary of future minimum payments of other contractual obligations and contingencies	​ ​ ​ ​ ​ Year Ending December 31, ​ ​ 2021 ​ $ 7,770 2022 ​ 15,120 2023 ​ 4,800 2024 ​ 22,920 2025 ​ 21,184 Thereafter ​ 46,350 Total ​ $ 118,144

Nature of Operations and Rece_2

Nature of Operations and Recent Developments (Details)	Aug. 09, 2021USD ($)	Mar. 31, 2020
Maximum
Nature of Operations and Recent Developments
Percentage of sports betting on revenue		1.00%
Draft Kings Merger
Nature of Operations and Recent Developments
Exchange ratio of shares	0.365
Number of years anniversary	5 years
Draft Kings Merger | Class A common stock
Nature of Operations and Recent Developments
Number of shares issued for each share	1
Draft Kings Merger | Class B common stock
Nature of Operations and Recent Developments
Number of shares issued for each share	1

Revenues from Contracts with _3

Revenues from Contracts with Customers (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Deferred revenue liabilities	$ 3,500
Deferred revenue - current	3,464	$ 3,269
Deferred revenue - long-term	3,847	5,821
Accrued gaming and related taxes
Deferred revenue liabilities	$ 100	$ 46

Revenues from Contracts with _4

Revenues from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenues from Contracts with Customers
Total revenue	$ 35,638	$ 25,928	$ 94,078	$ 68,091
Gaming
Revenues from Contracts with Customers
Total revenue	31,792	22,938	82,886	59,890
Market access and live dealer studio
Revenues from Contracts with Customers
Total revenue	2,933	2,301	8,667	6,319
Reimbursables
Revenues from Contracts with Customers
Total revenue	$ 913	$ 689	$ 2,525	$ 1,882

Revenues from Contracts with _5

Revenues from Contracts with Customers - Receivables, contract assets and contract liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Revenues from Contracts with Customers
Receivables, which are included in "Accounts receivable - trade and other"	$ 8,645	$ 4,703
Contract liabilities	$ (7,420)	$ (9,136)

Revenues from Contracts with _6

Revenues from Contracts with Customers - Changes in contract assets and contract liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Changes in contract assets and liabilities balances
Decrease due to recognition of revenue	$ 1,038	$ 453	$ 3,364	$ 1,775
Increase due to cash received, excluding amounts recognized as revenue	$ 34	$ (261)	$ 1,648	$ 4,873

Revenues from Contracts with _7

Revenues from Contracts with Customers - Transaction Price Allocated to the Remaining Performance Obligation (Details) $ in Thousands	Sep. 30, 2021USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 7,420
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 1,115
Period of revenue expected to be recognized	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 3,129
Period of revenue expected to be recognized	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 1,433
Period of revenue expected to be recognized	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 571
Period of revenue expected to be recognized	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 322
Period of revenue expected to be recognized	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 850
Period of revenue expected to be recognized

Long-term Debt (Details)

Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt, net of unamortized debt issuance costs and discounts	$ 134,595	$ 141,727
Less: Current portion	(397)
Long-term debt	134,198	141,727
Term loan, LIBOR + 12.0% (floor 1.0%), interest only due October 4, 2023
Debt Instrument [Line Items]
long-term debt	139,385	150,000
Less: Deferred debt issuance costs	(2,199)	(3,233)
Less: Unamortized discount	(3,593)	$ (5,040)
Equipment Notes
Debt Instrument [Line Items]
long-term debt	$ 1,002

Long-term Debt - Additional Inf

Long-term Debt - Additional Information (Details) $ in Thousands	Apr. 28, 2020USD ($)	Feb. 28, 2021USD ($)	Sep. 30, 2021USD ($)	Dec. 31, 2020USD ($)
Debt Instrument [Line Items]
Repayments of Debt			$ 12,237
Percentage of aggregate principal amount to calculate the present value of prepayment premium under the make-whole provision			100
Term loan, LIBOR + 12.0% (floor 1.0%), interest only due October 4, 2023
Debt Instrument [Line Items]
Interest only term loan	$ 300,000
Net proceeds from term loan	$ 288,000
Issuance discount (as a percent)	4
Repayments of Debt		$ 10,600		$ 150,000
Prepayment premium		$ 1,600		24,000
Deferred debt issuance costs			$ 200	3,300
Unamortized discount			$ 400	$ 5,000
Term loan, LIBOR + 12.0% (floor 1.0%), interest only due October 4, 2023 | LIBOR
Debt Instrument [Line Items]
Spread on variable rate	12.00%		12.00%
Interest rate, floor	1		1
Equipment Notes
Debt Instrument [Line Items]
Imputed interest			$ 40
Equipment Notes | Minimum
Debt Instrument [Line Items]
Interest rates			2.40%
Debt term (in years)			3 years
Equipment Notes | Maximum
Debt Instrument [Line Items]
Interest rates			2.80%
Debt term (in years)			4 years

Financial Instruments and Fai_3

Financial Instruments and Fair Value - Reconciliation of warrant derivative liabilities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning of the period	$ 176,359
Gain on warrant derivatives	(71,031)
Reclassified to additional paid-in capital upon exercise	(43,318)
Ending balance	62,010
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning of the period	94,875
Gain on warrant derivatives	(51,557)
Reclassified to additional paid-in capital upon exercise	(43,318)
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning of the period	81,484
Gain on warrant derivatives	(19,474)
Ending balance	$ 62,010

Financial Instruments and Fai_4

Financial Instruments and Fair Value - Level 3 fair value measurements (Details) $ in Millions	Sep. 30, 2021USD ($)Y$ / shares	Dec. 31, 2020USD ($)
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	17.37
Strike price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	11.50
Term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input | Y	4.25
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	65
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.81
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0
Fair value of warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	10.54
Level 1 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long term debt | $	$ 152.6	$ 171
Level 1 | Reported Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long term debt | $	$ 135.8	$ 145

Supplemental Balance Sheet In_3

Supplemental Balance Sheet Information - Other long-term assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Supplemental Balance Sheet Information
Prepaid market access royalties and other, net	$ 29,445	$ 2,970
Computer software, net	248	6
Total	$ 29,693	$ 2,976

Supplemental Balance Sheet In_4

Supplemental Balance Sheet Information - Accrued gaming and related taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Supplemental Balance Sheet Information
Gaming related, excluding taxes	$ 23,531	$ 10,046
Taxes, other than payroll and income taxes	7,975	6,670
Total	$ 31,506	$ 16,716

Stock-based Compensation (Detai

Stock-based Compensation (Details) - shares	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Stock-based Compensation
Number of shares authorized	5,000,000
Percentage of increase in total outstanding shares	1.00%
Shares available for future awards		3,023,479

Stock-based Compensation - Stoc

Stock-based Compensation - Stock-based payment arrangements (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost recognized	$ 3,378	$ 8,707
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost recognized	$ 3,378	$ 8,707

Stock-based Compensation - Vest

Stock-based Compensation - Vested restricted stock unit awards (Details) - Restricted stock units - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	3 years
Exercise price	$ 21.36	$ 25.49
Total unrecognized compensation cost	$ 41.1
Total unrecognized compensation cost expected to be recognized over a weighted-average period	1 year 6 months
Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares per unit	1
Exercise price	$ 0
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	5 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	5 years

Stock-based Compensation - Rest

Stock-based Compensation - Restricted stock unit awards (Details) - Restricted stock units	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Shares
Outstanding at the beginning | shares	1,035,000
Granted | shares	1,311,344
Vested and converted | shares	(3,849)
Outstanding at the end | shares	2,342,495
Weighted Average Grant-Date Fair Value Per Share
Outstanding at the beginning (in dollars per share) | $ / shares	$ 25.49
Granted (in dollars per share) | $ / shares	18.10
Vested and converted (in dollars per share) | $ / shares	19.49
Outstanding at the end (in dollars per share) | $ / shares	$ 21.36

Stockholder's Deficit and Los_2

Stockholder's Deficit and Loss per Share - Common Stock (Details)	9 Months Ended
	Sep. 30, 2021Voteitem$ / sharesshares	Dec. 31, 2020$ / sharesshares
Mr. Fertitta and his affiliates
Class of Stock [Line Items]
Threshold period to exchange units	180 days
Share of common stock issuable per unit | shares	1
Cash equivalent of the market value of number of share of common stock per unit | item	1
Maximum | Mr. Fertitta and his affiliates
Class of Stock [Line Items]
Maximum percentage of voting interests to be held subject to automatic downward adjustment	79.90%
Mr. Fertitta and his affiliates beneficially own 30% or more | Mr. Fertitta and his affiliates
Class of Stock [Line Items]
Number of votes per share	10
Beneficial ownership	30.00%
Mr. Fertitta and his affiliates cease to beneficially own 30% or more | Mr. Fertitta and his affiliates
Class of Stock [Line Items]
Number of votes per share	1
Class A common stock
Class of Stock [Line Items]
Common stock outstanding | shares	46,570,396	36,982,320
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares authorized | shares	220,000,000	220,000,000
Number of votes per share	1
Class B common stock
Class of Stock [Line Items]
Common stock outstanding | shares	31,657,545	31,350,625
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares authorized | shares	50,000,000	50,000,000
Class B common stock | Maximum | Mr. Fertitta and his affiliates
Class of Stock [Line Items]
Number of votes per share	10
Class B common stock | Minimum | Mr. Fertitta and his affiliates
Class of Stock [Line Items]
Number of votes per share	1
Class B common stock | Mr. Fertitta and his affiliates beneficially own 30% or more | Mr. Fertitta and his affiliates
Class of Stock [Line Items]
Number of votes per share	10

Stockholder's Deficit and Los_3

Stockholder's Deficit and Loss per Share - Dividends (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Stockholder's Deficit and Loss per Share
Dividends, Common Stock	$ 0	$ 16,792	$ 0	$ 30,823

Stockholder's Deficit and Los_4

Stockholder's Deficit and Loss per Share - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 08, 2021	Feb. 04, 2021	Sep. 30, 2021
Class of Warrant or Right [Line Items]
Warrants Exercised	9,584,227
Proceeds from Warrant Exercises	$ 110,200		$ 110,068
Public warrants
Class of Warrant or Right [Line Items]
Redemption price per warrant		$ 0.01
Stock price trigger for redemption of warrants (in dollars per share)		$ 18
Threshold trading days for redemption of warrants		20 days
Threshold consecutive trading days for redemption of warrants		30 days
Sponsor warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding			5,883,333
Number of share per warrant			1
Exercise price			$ 11.50
Threshold Period for Not to Transfer, Assign or Sell Any Warrants After Completion of Acquisition Transaction			30 days

Stockholder's Deficit and Los_5

Stockholder's Deficit and Loss per Share - Redeemable Non-Controlling Interests (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Class of Stock [Line Items]
Contribution from LF, LLC	$ 4,277	$ 16,792
LF LLC
Class of Stock [Line Items]
Threshold period after the closing of the Acquisition Transaction, the holder of the Class B Units is entitled to redeem units	180 days
Class B Units
Class of Stock [Line Items]
Common Stock, Shares, Outstanding	31,657,545
Redemption value of units	$ 549,900
Class B Units | LF LLC
Class of Stock [Line Items]
Number of units issued	31,350,625
Shares issues for additional contribution	306,920
Economic interest	45.90%
Percentage of voting control	79.90%
Class A common stock
Class of Stock [Line Items]
Common Stock, Shares, Outstanding	46,570,396		36,982,320
Trading price	$ 17.37

Stockholder's Deficit and Los_6

Stockholder's Deficit and Loss per Share - Schedule of Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Numerator:
Net income (loss)	$ (31,346)	$ (1,774)	$ 36,725	$ 2,514
Net loss attributable to non-controlling interests	5,590		16,126
Net Income (Loss) Available to Common Stockholders, Basic, Total	(25,756)		52,851
Less: Gain on warrant derivatives			(71,031)
Net loss attributable to GNOG - diluted	$ (25,756)		$ (34,306)
Denominator:
Weighted average shares outstanding - Class A common stock	46,570		44,767
Weighted average shares outstanding - RSUs			59
Subtotal - basic	46,570		44,826
Weighted average shares outstanding - Warrants			2,430
Weighted average shares outstanding - Class B Units redeemed			31,499
Weighted Average Number of Shares Outstanding, Diluted, Total	46,570		78,755
Earnings (loss) per share:
Basic	$ (0.55)		$ 1.18
Diluted	$ (0.55)		$ (0.44)

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021USD ($)	Sep. 30, 2021USD ($)
Accelerated Share Repurchases [Line Items]
Percentage of increase in annual rent payments		10.00%
Rent expense paid	$ 0	$ 0
Term of lease	5 years	5 years
Renewal term of lease	5 years	5 years
Threshold notice period for lease termination		6 months
Office Leases | Office Space Leased In Houston Texas
Accelerated Share Repurchases [Line Items]
Annual rent payments		$ 88,128
Office Leases | Office Space Leased In Atlantic City New Jersey
Accelerated Share Repurchases [Line Items]
Annual rent payments		$ 24,252

Commitments and Contingencies_2

Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands	Sep. 30, 2021USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2021	$ 76
2022	304
2023	304
2024	184
2025	84
Total	$ 952

Commitments and Contingencies_3

Commitments and Contingencies - Future Minimum Payments (Details) $ in Thousands	Sep. 30, 2021USD ($)
Contractual Obligation, Fiscal Year Maturity [Abstract]
2021	$ 7,770
2022	15,120
2023	4,800
2024	22,920
2025	21,184
Thereafter	46,350
Total	$ 118,144

Commitments and Contingencies_4

Commitments and Contingencies - Agreement with Danville Development (Details) $ in Millions	Nov. 18, 2020USD ($)
Danville Development | Commitment to provide mezzanine loan
Other Commitments [Line Items]
Amount committed	$ 30

Commitments and Contingencies_5

Commitments and Contingencies - Employment Agreements (Details) - Employment Agreements $ in Millions	9 Months Ended
	Sep. 30, 2021USD ($)employee
Other Commitments [Line Items]
Number of Key Employees | employee	4
Minimum base cash compensation	$ 1.1
Potential severance payments	2.2
Cash payments to be made to each employee in year 2021	2.5
Cash payments to be made to each employee in year 2022	$ 2.5
Minimum
Other Commitments [Line Items]
Original term of agreement	3 years
Maximum
Other Commitments [Line Items]
Original term of agreement	5 years

Related Party Transactions - Se

Related Party Transactions - Second A&R Intercompany Note (Details) - USD ($) $ in Thousands	Dec. 16, 2020	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Related Party Transaction [Line Items]
Additional capital contributions from the parent			$ 4,277	$ 16,792
First Intercompany Note
Related Party Transaction [Line Items]
Reduction in the principal amount outstanding	$ 150,000
Second A&R Intercompany Note
Related Party Transaction [Line Items]
Reduction in amount payable (as a percent)	6.00%
Additional capital contributions from the parent		$ 0	$ 4,300

Related Party Transactions - Ta

Related Party Transactions - Tax Receivable Agreement (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Class A common stock
Related Party Transaction [Line Items]
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Tax Receivable Agreement
Related Party Transaction [Line Items]
Income tax savings allocable (as a percent)	85.00%
Initial estimated liability	$ 24.2
Early termination payment	$ 322.3

Related Party Transactions - Tr

Related Party Transactions - Trademark License Agreement (Details) - USD ($) $ in Millions	Aug. 09, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Trademark licence agreement term				20 years
A&R Trademark License Agreement
Related Party Transaction [Line Items]
Term of agreement				20 years
Monthly royalty payment (as a percent)				3.00%
Amount expensed under agreement		$ 0.7	$ 0.5	$ 1.9	$ 0.8
Amount payable under the agreements		$ 1.3		$ 1.3		$ 0.4
Draft Kings Merger
Related Party Transaction [Line Items]
Trademark licence agreement term	50 years

Related Party Transactions - A&

Related Party Transactions - A&R Online Gaming Operations Agreement (Details) - A&R Online Gaming Operations Agreement	9 Months Ended
	Sep. 30, 2021
Related Party Transaction [Line Items]
Monthly royalty payment (as a percent)	3.00%
Term of agreement	5 years
Renewal term of agreement	5 years

Related Party Transactions - Le

Related Party Transactions - Lease Agreements (Details) - item	9 Months Ended
	Sep. 30, 2021	Apr. 27, 2020
Related Party Transaction [Line Items]
Term of lease	5 years
Renewal term of lease	5 years
Lease Agreements
Related Party Transaction [Line Items]
Term of lease		5 years
Lessee, Operating Lease, Number Of Renewal Terms	1
Renewal term of lease		5 years

Related Party Transactions - _2

Related Party Transactions - Services Agreement (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Services Agreement
Related Party Transaction [Line Items]
Amount expensed under agreement	$ 66	$ 58	$ 200	$ 200

Related Party Transactions - Ag

Related Party Transactions - Agreement with Danville Development (Details) - Definitive agreement - Danville Development $ in Millions	Nov. 18, 2020USD ($)
Related Party Transaction [Line Items]
Percentage of equity interest	25.00%
Term of agreement	20 years
Amount committed	$ 30

Related Party Transactions - _3

Related Party Transactions - Tax Sharing Agreement (Details) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020
Tax sharing Agreement
Related Party Transaction [Line Items]
Amounts owed under the agreement	$ 2.2	$ 2.2